Order Summary

Service Agreement

TERMS AND CONDITIONS OF SERVICE

CAREFULY READ THE FOLLOWING AGREEMENT! THESE TERMS AND CONDITIONS OF SERVICE (THE “AGREEMENT”) CONTAINS IMPORTANT INFORMATION ABOUT RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS. BY CLICKING THE “I AGREE” BUTTON, CUSTOMER’S AUTHORIZED REPRESENTATIVE LEGALLY BINDS CUSTOMER TO THE TERMS AND CONDITIONS CONTAINED HEREIN AND CUSTOMER IS BECOMING A PARTY TO THIS AGREEMENT. CUSTOMER’S AUTHORIZED REPRESENTATIVE REPRESENTS THAT HE/SHE IS DULY AUTHORIZED TO COMMIT CUSTOMER TO THE TERMS AND CONDITIONS OF THE AGREEMENT AND TO ACCEPT THE TERMS OF THIS AGREEMENT ON CUSTOMER’S BEHALF.

These Terms and Conditions of Service constitute an agreement (“Agreement”) between UnitedLex Corporation (“UnitedLex”) and any person or entity (“Customer”) who orders trademark search services (“Services”) on www.unitedlex.com (“Service Order”). This Agreement is attached to and incorporated into each accepted Service Order. UnitedLex and Customer are individually referred to as a “Party” and collectively referred to as “Parties.”

By entering into a Service Order, Client and UnitedLex agree as follows:

1.   SERVICES. UnitedLex shall provide Customer with the Services, including, but not limited to, all tangible and intangible work product (the “Deliverables”) in accordance with each Service Order. Services and Deliverables may be collectively referred to herein as “Services.”

Client acknowledges that UnitedLex is not providing and will not be requested to provide legal advice or the rendering of any service requiring the use of legal skill or knowledge. it is Client’s responsibility TO CONSULT ITS ATTORNEY REGARDING THE SERVICES performed hereunder.

2. CLIENT RESPONSIBILITIEs. Client shall provide UnitedLex all information, access and support that UnitedLex may reasonably request in the performance of its Services. The timely, complete, and accurate receipt of all such information, access and support is a condition upon UnitedLex’s performance of Services.

3. RELATIONSHIP OF THE PARTIES. UnitedLex shall be an independent contractor of Client. As between UnitedLex and Client, all persons retained by UnitedLex to perform Services for Client hereunder shall be employees of UnitedLex and shall not be employees of Client. UnitedLex shall have exclusive control over the manner in which Services hereunder are provided.

4. INVOICES AND PAYMENTS. UnitedLex will invoice Client monthly (“Invoice Period”) for the Services furnished and expenses incurred during the immediately preceding Invoice Period. Each invoice shall be due and payable in U.S. dollars within thirty (30) calendar days after receipt of such invoice and shall thereafter accrue interest, until paid, at the lesser of 1.5% per month or the maximum interest rate permitted under applicable law. Client is liable for all costs of collection of delinquent fees, including, without limitation, reasonable attorneys’ fees.

5. TAXES AND EXPENSES. Client shall be responsible for paying any applicable sales, use, excise, value added, withholding, or similar taxes, duties, or assessments imposed upon the Services rendered hereunder by any federal, state, local, or foreign government authority, exclusive of any taxes based upon UnitedLex’s income or payroll. In addition, Client shall reimburse UnitedLex for all expenses reasonably incurred by UnitedLex and UnitedLex personnel in the course of performing the Services.

6. CONFIDENTIALITY. The Parties acknowledge and agree that the Services, any Deliverables provided hereunder, and any confidential or proprietary information (including trade secrets) between the Parties hereunder are to be held in strict confidence and protected by the attorney-client privilege and the attorney work product doctrine, except pursuant to a court order, including but not limited to a protective order. In the event that a Party is required to disclose confidential information, such Party must first provide reasonable advance notice to the other Party to provide that Party with the opportunity to petition the court or administrative body to prevent such disclosure. The Parties agree that any breach of this Section 5 may cause immediate and irreparable injury to the disclosing party and that, in the event of such breach, the disclosing party will be entitled to seek injunctive relief as well as any other legal or equitable remedy available.

6. WARRANTIES. Client represents and warrants that it has all rights, titles, or interest in the client properties required for the performance of its obligations hereunder and has the authority and the legal right to permit UnitedLex to perform the Services contemplated hereby and that Client is responsible for complying in all material respects with all laws and changes to laws applicable to Client’s business.

UnitedLex will perform its Services hereunder in a good and workmanlike manner consistent with industry practices and in accordance with laws and applicable to UnitedLex’s business. UnitedLex hereby disclaims any other warranties, express or implied, including but not limited to express or implied warranties of merchantability or fitness for a particular purpose. UnitedLex shall not infringe any third-party rights in the performance of its duties hereunder.

7. LIMITATION OF LIABILITY. IN NO EVENT SHALL UNITEDLEX BE LIABLE, UNDER ANY THEORY OF LIABILITY ARISING UNDER BREACH OF CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHER CAUSE OF ACTION RELATING TO ANY SERVICE ORDER, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE FEES PAID BY CLIENT FOR THE DELIVERABLES, SERVICES, MATERIALS, OR ANY OTHER WORK PERFORMED UNDER SUCH SERVICE ORDER WHICH GAVE RISE TO SUCH DAMAGES DURING THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE FILING OF SUCH CLAIM, NOTWITHSTANDING THE FAILURE OF AN ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY REMEDY OTHERWISE AVAILABLE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED, INCLUDING BUT NOT LIMITED TO BUSINESS INTERRUPTION OR LOSS OF PROFITS, BUSINESS OPPORTUNITY, OR GOODWILL EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF AN ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY REMEDY OTHERWISE AVAILABLE.

If a claim arises that the other Party’s use of the Services hereunder infringes Third Party IP (as defined in Section 10), each Party, may at its sole discretion (a) procure the right for the other Party to continue using the affected IP, (b) make or procure alterations, modifications, adjustments or substitutes to all or any part(s) of the affected IP so that it becomes non-infringing without materially increasing the costs to the other Party, or (c) substitute a non-infringing version of the infringing item of equivalent functionality. THE FOREGOING STATES THE ENTIRE LIABILITY OF EACH PARTY CONCERNING THIRD PARTY CLAIMS OF IP INFRINGEMENT, INCLUDING, BUT NOT LIMITED TO, PATENT, COPYRIGHT, AND TRADE SECRETS.

8. TERMINATION. A Service Order may be terminated prior to expiration or completion by either Party in the event the other Party has failed to materially perform any obligation required under such Service Order including these Terms and Conditions of Service and such failure is not corrected within thirty (30) days from receipt of written notice advising of such failure from the other Party. In the event that a Service Order is terminated by Client prior to the end of the Initial Term for any reason except for UnitedLex’s failure to materially perform any obligation required under the Service Order, Client shall pay to UnitedLex the lesser of the minimum monthly fees for the remainder of the Initial Term, or the minimum fees for a period of two (2) months. Upon notice that a Service Order is terminated, work shall cease immediately and a final invoice reflecting amounts due shall be submitted within fifteen (15) days of the notice of termination. Client’s obligation to make payment for Services performed by UnitedLex prior to termination shall survive any termination of this Agreement.

9. CONFLICT. Subject to confidentiality, protective order and privilege restrictions between the Parties, UnitedLex shall have the right to render any and all of its service offerings to third parties, even if such third parties are considered to be in competition with Client or Client’s client.

10. OWNERSHIP. All pre-existing intellectual property (“IP”) will belong to the Party that owned those rights at the Effective Date of the Service Order. Client shall own all IP rights in Deliverables, except any (a) pre-existing IP owned by UnitedLex; (b) derivative works of UnitedLex Pre-Existing IP; (c) all know-how, works, methodologies, processes, technologies, algorithms, development tools or forms, templates or output used in performing Services which are based on trade secrets or proprietary information of UnitedLex, or are otherwise owned or licensed by UnitedLex and all improvements to such items that are developed or created by or on behalf of UnitedLex in the course of performing Services without reference to or use of Client IP (“UnitedLex Tools”); and (d) any IP owned by a third party (other than by the Parties) and any modifications, enhancements or derivative works in respect of that IP (“Third Party IP”). UnitedLex proprietary software products and UnitedLex Tools are subject to the individual license terms provided for those software products. If UnitedLex requires access to any Client IP, Client shall grant to UnitedLex, during the term of the Service Order, a limited non-exclusive, non-transferable, worldwide, royalty-free license to use, reproduce, modify, adapt and create derivative works of that Client IP. To the extent IP is Third Party IP, the third party continues to own that IP and any modifications, enhancement, or derivative works in respect to that IP. UnitedLex reserves all rights not expressly granted herein.

11. CHOICE OF LAW & DISPUTE RESOLUTION. This Service Order shall be governed and interpreted by the laws of the State of New York without regard to its conflict of laws provisions. Any controversy or claim related to the Service Order, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The controversy or claim shall be settled by a single arbitrator to be selected by mutual agreement within thirty (30) days of a demand for arbitration initiated by either Party from a list of arbitrators to be provided by the AAA in accordance with its rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. In rendering the award, the arbitrator shall interpret this Service Order in accordance with the substantive laws of New York, without regard to its conflict of laws rules.

12. OTHER PROVISIONS. The provisions of the Service Order (including these Terms and Conditions of Service) constitute the entire agreement between the Parties with respect to the subject matter herein and supersede all prior agreements, oral or written, and all other communications relating to the subject matter of the Service Order. The Service Order may only be modified or supplemented by a writing manually signed by the authorized representatives of the Parties. Each provision of the Service Order is a separately enforceable provision. If any provision of the order is held by a court of competent jurisdiction to be contrary to law, the remaining provisions shall remain in full force and effect and will be interpreted, to the extent possible, to achieve its purposes without the invalid, illegal or unenforceable provision. Any waiver made by either Party of any term or condition of this Service Order shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof. The provisions of this Service Order are for the sole benefit of the Parties hereto. This Service Order confers no rights, benefits, or claims upon any person or entity not a Party hereto.