Office Action Response Terms — Influencer Legal

TERMS OF SERVICE
AGREEMENT FOR OFFICE ACTION RESPONSE

This Agreement for legal services (“Agreement”) is made by and between Alli Elmunzer, Inc.(“Company”) and Client.

SCOPE OF WORK
Company will address and respond to the Office Action issued by the USPTO (“Final Deliverable”). Company is responsible only for the single office action as requested by Client. Any subsequent Office Actions as related to the same trademark application will be considered a separate office action and additional fees will apply.

FEES
Payment:
In consideration for the Services to be performed by Company, Client agrees to pay Company the total fee as determined by Company for either a non-substantive or substantive office action.

Company reserves the right to discontinue Services, withhold delivery of Final Deliverables and any licenses, if accounts are not current or overdue invoices are not paid in full.

INDEPENDENT CONTRACTOR
It is expressly agreed that the Company is acting as an independent contractor and not as Client’s employee. Company is responsible for all taxes arising from compensation and other amounts paid under this Agreement.

TERM OF AGREEMENT
This Agreement will become effective on the date both parties sign the Agreement. This Agreement will terminate on the earliest of:
The date the Company completes the Services required by this Agreement;
The date a party terminates the Agreement as provided below.

TERMINATING THE AGREEMENT
Either party, without cause, may terminate this Agreement by delivering five (5) business days’ written notice to the other party.

Termination by Client
In addition to any other obligations set forth in this Agreement upon termination, if Client delivers written notice of termination to Company:
All payments made to date to Company are non-refundable; all outstanding Fees for Services and Additional Services rendered through the date notice of termination was received by Company and reimbursement of expenses will be due immediately.

Termination by Company
In addition to any other obligations set forth in this Agreement upon termination, if Company delivers written notice of termination to Client, the Company will: Retain Fees for Services and Additional Services rendered through the date notice of termination was delivered to Client and retain any reimbursements for expenses, and refund any unearned Fees to Client.

TRADEMARK

No Guarantee of Trademark Registration
There is no guarantee by Company that Client’s trademark will be officially registered with the USPTO. As each trademark application is reviewed on a case by base basis, and is registered at the discretion of the Examining Attorney and the USPTO, Company cannot make any guarantees as to Client’s trademark being officially registered. However, company will make every good faith and reasonable effort to get Client’s trademark registered and fully address all Office Actions

Response to Non-Substantive Trademark Office Actions
Company will respond to all non-substantive office actions. Responses to substantive trademark office actions pricing will begin at $1,097.00 (One Thousand and Ninety-Seven and 00/100) Dollars but will ultimately be determined once Company has reviewed and evaluated the Office Action refusal.

LIMITATION OF LIABILITY
In recognition of the relative risks and benefits of this agreement to both the Client and the Company, the risks have been allocated such that the parties agree to limit the liability of either PARTY TO THE OTHER FOR ANY TYPE OF DAMAGES TO THE AMOUNT OF Company’s TOTAL FEES ACTUALLY PAID BY CLIENT UNDER THIS AGREEMENT. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law.

DISPUTE RESOLUTION
If a dispute arises under this Agreement that qualifies for the jurisdictional amount in controversy for small claims court, then any party may take the matter to small claims court in Charleston County, SC. Disputes exceeding the jurisdictional amount in controversy for small claims court in Charleston County, SC, must be resolved with the help of a mutually agreed-upon mediator in Charleston County, SC. Any costs and fees other than attorney fees associated with the mediation will be shared equally by the parties. If the dispute is not resolved within thirty (30) business days after it is referred to the mediator, it shall be settled exclusively by submitting to a mutually agreed-upon arbitrator in Charleston County, SC. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction to do so. Costs of arbitration, including attorney fees, will be allocated by the arbitrator.

NOTICE
All notices, requests, claims, demands and other communications between the parties shall be in writing. All notices shall be given (a) by delivery in person, (b) by a nationally recognized next day courier service, or (c) by first class, registered or certified mail, postage prepaid, to the address of the party specified in this Agreement or such other address as either party may specify in writing. Such notice shall be effective upon (a) the receipt by the party to which notice is given, or (b) on the third day following mailing, whichever occurs first. Notice may also be given by facsimile or electronic mail. Such notices shall be effective upon receipt of a written acknowledgement by the party to which notice is given.

ENTIRE AGREEMENT
This Agreement (including attachments) contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

AMENDMENT
This Agreement may be modified or amended if the amendment is made in writing and is signed by all parties.

SEVERABILITY
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

HEADINGS
The headings contained in this Agreement are strictly for convenience, and shall not be used to construe meaning or intent.

WAIVER
The failure of any Party to require strict compliance with the performance of any obligations and/or conditions of this Agreement shall not be deemed a waiver of that Party’s right to require strict compliance in the future, or construed as consent to any breach of the terms of this Agreement.

FORCE MAJEURE
A party shall not be liable for any failure of or delay in the performance of this Agreement if such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event. Upon occurrence of any force majeure event, the party relying upon this provision shall give written notice to the other party of its inability to perform or of delay in completing its obligations.

APPLICABLE LAW AND JURISDICTION
This Agreement shall be governed by the laws of the State of South Carolina, and any disputes arising from it must be handled exclusively in the County of Charleston, South Carolina.

ASSIGNABILITY AND PARTIES OF INTEREST
No Party may assign, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the other Party. Nothing in this Agreement, express or implied, will confer upon any person or entity not a Party to this Agreement, or the legal representatives of such person or entity, any rights, remedies, obligations, or liabilities of any nature or kind whatsoever under or by reason of this Agreement, except as expressly provided in this Agreement.

NO GUARANTEE OF TRADEMARK REGISTRATION
By hiring Company, Company will make all reasonable and good faith efforts to get Client’s trademark filed. However, due to the nature of the process and subjective determinations made by the Examining Attorney, no guarantees are granted herein. There will be no refund of any fees should Client’s trademark ultimately be rejected and not registered.