IP LAW MARKETING MASTER TERMS OF SERVICE

  1. Applicability.
  2. These terms and conditions for services (these “Terms”) are the only terms that govern the provision of services by IP Law Marketing, Inc. (“Service Provider”) to your business (“Customer”).
  3. The accompanying statement of work and PayPal invoice constitutes a statement of work (the “Statement of Work”), and these Terms (collectively with the Statement of Work, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Statement of Work, the Terms shall govern, unless the Statement of Work expressly states that the terms and conditions of the Statement of Work shall control.
  4. These Terms prevail over any of Customer’s general terms and conditions regardless whether or when Customer has submitted its request for proposal, order, or such terms. Provision of services to Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms.
  5. Services. Service Provider shall provide the services to Customer as described in the Statement of Work (the “Services”) in accordance with these Terms.
  6. Performance Dates. Service Provider shall use reasonable efforts to meet any performance dates specified in the Statement of Work, and any such dates shall be estimates only.
  7. Customer’s Obligations. Customer shall:
  8. cooperate with Service Provider in all matters relating to the Services and provide such access to Customer’s premises, and such office accommodation and other facilities as may reasonably be requested by Service Provider, for the purposes of performing the Services;
  9. respond promptly to any Service Provider request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Service Provider to perform Services in accordance with the requirements of this Agreement;
  10. provide such customer materials or information as Service Provider may reasonably request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects; and
  11. obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.
  12. Customer’s Acts or Omissions. If Service Provider’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants or employees, Service Provider shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
  13. Change Orders.
  14. If either party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other party in writing. Service Provider shall, within a reasonable time after such request, provide a written estimate to Customer of: (i) the likely time required to implement the change; (ii) any necessary variations to the fees and other charges for the Services arising from the change; (iii) the likely effect of the change on the Services; and (iv) any other impact the change might have on the performance of this Agreement.
  15. Promptly after receipt of the written estimate, the parties shall negotiate and agree in writing on the terms of such change (a “Change Order”). Neither party shall be bound by any Change Order unless mutually agreed upon in writing in accordance with Section 26.
  16. Notwithstanding Section 6(a) and Section 6(b), Service Provider may, from time to time change the Services without the consent of Customer provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Statement of Work.
  17. Service Provider may charge for the time it spends assessing and documenting a change request from Customer on a time and materials basis in accordance with the Statement of Work.
  18. Fees and Expenses; Payment Terms; Interest on Late Payments.
  19. In consideration of the provision of the Services by the Service Provider and the rights granted to Customer under this Agreement, Customer shall pay the fees set forth in the Statement of Work.
  20. Customer agrees to reimburse Service Provider for all pre-approved, documented and reasonable travel and out-of-pocket expenses incurred by Service Provider in connection with the performance of the Services.
  21. Customer shall pay all invoiced amounts due to Service Provider in either (i) a lump sum payment at the start of Services or (ii) monthly payments automatically billed and debited to the credit card you have placed on filed with Service Provider’s payment processing service.
  22. Customer shall make all payments hereunder in US dollars.
  23. In the event payments are not received by Service Provider within thirty (30) days after becoming due, Service Provider may: (i) charge interest on any such unpaid amounts at a rate of 3.50% per month, compounded monthly, or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and (ii) suspend performance for all Services until payment has been made in full.
  24. Customer agrees to pay all costs of any collection service that Service Provider incurs to recoup payments that have not been received by Service Provider.
  25. Taxes. Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Customer hereunder.
  26. Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of the Service Provider in the course of performing the Services, including any items identified as such in the Statement of Work (collectively, the “Deliverables”), except for any Confidential Information of Customer or customer materials, shall be owned by Service Provider. Service Provider hereby grants Customer a license to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicenseable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services.

Customer hereby grants IP Law Marketing the nonexclusive right and license to use and display the Customer’s name, logo and similar indicia (“Customer Marks”) (a) to the extent any customization or implementation of the Services involve the incorporation of Customer Marks in furtherance of this Agreement and (b) on its website and marketing collateral identifying Customer as a customer of IP Law Marketing. IP Law Marketing obtains no rights in the Customer Marks except for the limited right described in the preceding sentence, and Customer retains all right, title and interest in the Customer Marks. All use of the Customer Marks by IP Law Marketing will inure to Customer.

x.1 To the maximum extent permitted by applicable law: (a) IP Law Marketing hereby waives any moral right of paternity that they may have in relation to the Website; and (b) IP Law Marketing shall ensure that all employees and contractors shall waive in writing any moral rights of paternity that they may have in relation to the Website.

x.2 Notwithstanding Clause x.1, the Customer acknowledges that IP Law Marketing may include a credit on each page of the Website.

x.3 Subject to the express written agreement of the parties to the contrary, this credit: (a) shall be in the following form – “Website Design by IP Law Marketing” or a similar verbiage; (b) may be included in the website footer or any page; (c) shall include a hyperlink to the website of IP Law Marketing.

  1. Confidential Information.
  2. All non-public, confidential or proprietary information of Service Provider, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by Service Provider to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Customer without the prior written consent of the Service Provider. Confidential Information does not include information that is: (i) in the public domain; (ii) known to Customer at the time of disclosure; or (iii) rightfully obtained by Customer on a non-confidential basis from a third party.
  3. Customer agrees to use the Confidential Information only to make use of the Services and Deliverables.
  4. Service Provider shall be entitled to injunctive relief for any violation of this Section.
  5. Representation and Warranty.
  6. Service Provider represents and warrants to Customer that it shall perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.
  7. The Service Provider shall not be liable for a breach of the warranty set forth in Section 11(a) unless Customer gives written notice of the defective Services, reasonably described, to Service Provider within twenty (20) business days of the time when Customer discovers or ought to have discovered that the Services were defective.
  8. Subject to Section 11(b), Service Provider shall, in its sole discretion, either: (i) repair or re-perform such Services (or the defective part); or (ii) credit or refund the price of such Services at the pro rata contract rate.
  9. THE REMEDIES SET FORTH IN SECTION 11(c) SHALL BE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND SERVICE PROVIDER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 11(a).
  10. Disclaimer of Warranties. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 11(a) ABOVE, SERVICE PROVIDER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
  11. Limitation of Liability.
  12. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, LOSS OF DATA, DIMINUTION IN VALUE OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
  13. IN NO EVENT SHALL SERVICE PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE, EXCEED TWO (2) TIMES THE AGGREGATE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER UNDER THE APPLICABLE STATEMENT OF WORK.
  14. The limitation of liability set forth in Section 13(b) above shall not apply to (i) liability resulting from Service Provider’s gross negligence or willful misconduct and (ii) death or bodily injury resulting from Service Provider’s negligent acts or omissions.
  15. Termination. In addition to any remedies that may be provided under this Agreement, Service Provider may terminate this Agreement with immediate effect upon written notice to Customer, if Customer:
  16. fails to pay any amount when due under this Agreement and such failure continues for thirty (30) calendar days after Customer’s receipt of written notice of nonpayment;
  17. has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or
  18. becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

Client May terminate IP Law Marketing’s engagement at any time upon (30) thirty days prior written notice to IP Law Marketing. Either party may terminate this agreement if the other party is in material breach or default of its obligation, which breach or default is not cured within (15) fifteen days of written notice from the other party. Upon termination of IP Law Marketing’s engagement, Client shall pay IP Law Marketing all of IP Law Marketing’s unpaid charges and all approved out-of-pocket expenses accrued through the date of termination.

  1. This Section Intentionally Left Blank.
  2. Waiver. No waiver by Service Provider of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Service Provider. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
  3. Force Majeure. The Service Provider shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Service Provider including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage (each a “Force Majeure Event”); provided, however, if the event in question continues for a continuous period in excess of fifteen (15) calendar days, Customer shall be entitled to give notice in writing to Service Provider to terminate this Agreement. Notwithstanding this Section 17, no Force Majeure Event shall remove or excuse Customer’s financial obligations under the Agreement.
  4. Assignment. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement. Service may assign or delegate any of its rights or delegate any of its obligations under this Agreement without the prior written consent or notice of Customer to any affiliate or to any person acquiring all or substantially all of Service Provider’s assets. Any purported assignment or delegation in violation of this Section 18 is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement.
  5. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
  6. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
  7. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule, whether of the State of Illinois or any other jurisdiction, that would cause the application of the laws of any jurisdiction other than those of the State of Illinois.
  8. Arbitration. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be finally resolved with a reasoned decision under the Commercial Arbitration Rules of the American Arbitration Association by an arbitrator sitting in Chicago, Illinois. The arbitrator shall be appointed by the American Arbitration Association in accordance with said Commercial Arbitration Rules. The arbitrator may order the pre-hearing production or exchange of documentary evidence and may require written submissions from the parties, but may not otherwise order pre-hearing depositions or discovery. Except as may be required by law, neither party nor its representatives nor a witness nor an arbitrator may disclose the existence, content or result of any arbitration without the prior written consent of both parties. Nothing in this Section 22 shall prevent any party from seeking conservatory or interim measures, including, but not limited to, temporary restraining orders or preliminary injunctions or their equivalent, from any court of competent jurisdiction before the arbitrator is appointed or, upon the order of the arbitrator, thereafter. The award shall be rendered within six (6) months of the appointment of the arbitrator, unless the arbitrator determines in a reasoned decision that the interest of justice or the complexity of the case requires that such limit be extended. Judgment upon any award(s) rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing party shall be entitled to recover its reasonable costs, including administrative fees and expenses, arbitrators’ fees and expenses, and fees and expenses of legal representation, incurred in the arbitration proceedings.
  9. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in the Statement of Work or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
  10. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
  11. Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain inforce after any termination or expiration of this Agreement, including, but not limited to, the following provisions: Section 4, Section 7, Section 9, Section 10, Section 11, Section 12, Section 13, Section 16, Section 19, Section 20, Section 21, Section 22, Section 23, Section 24 and Section 25.
  12. Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.