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Alt Legal Assist – Terms of Service

This agreement (the “Agreement”) last updated on October 1, 2024, governs Alt Legal, Inc.’s (d/b/a Alt Legal NY) (“Alt Legal”) relationship with you as a subscriber (the “Customer”) of Alt Legal’s paralegal support services (“Alt Legal Assist”).

1. Payment Method and Frequency

1.1 Payments are accepted only in electronic form. If the Customer pays by credit card, they agree that: (i) they are authorized to permit the charge; (ii) Alt Legal may automatically charge the account according to the subscription billing interval; and (iii) Alt Legal is authorized to use updated card information provided by the Customer’s card provider, including services like card updater programs and recurring billing programs. If payment information is invalid or the account becomes past due, Alt Legal reserves the right to suspend the account and terminate access to Alt Legal Assist. The Customer agrees to make monthly payments for the Assist Plan subscription fees and bi-monthly payments for hourly services, both within 7 days of invoicing, if the Customer has not opted for autopayment.

2. Expenses

2.1 The Customer will be responsible for all trademark office filing fees associated with the requested work from Alt Legal. Any other out-of-pocket expenses will be approved in writing in advance by the Customer.

3. Requirements and Support

3.1 During the term, the Parties agree to fully cooperate with each other, providing timely responses and relevant information necessary for Alt Legal to perform its services. This includes attending meetings, making personnel available for consultation, authorizing or sponsoring Alt Legal personnel, and signing necessary documents.

4. Intellectual Property

4.1 Alt Legal offerings and their underlying technologies, algorithms and processes, functionality, and appearance, as well as the “look and feel” of Alt Legal’s website and its general impression, are protected by US and international intellectual property, property, and trade secret laws. The Customer agrees not to remove any legal notices, copy, modify, create derivative works of, republish, publicly display, sell, offer to sell, or exploit any of Alt Legal’s protected materials or services without Alt Legal’s written permission. By providing Alt Legal with comments, suggestions, or changes, the Customer agrees to grant Alt Legal, under all right, title, and interest in those comments, suggestions, and changes a non-exclusive, royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use them or to incorporate them into Alt Legal’s offerings.

5. Confidentiality

5.1 Alt Legal is not a law firm and cannot opine on privilege or confidentiality of information provided under this Agreement. However, in using and providing services related to Alt Legal Assist, Alt Legal and the Customer each undertake to maintain mutual confidentiality of all information provided by the other.

5.2 Confidential Information. In the case of the Customer as the disclosing party, “Confidential Information” means information pertaining to legal or business affairs, clients, and other non-public data. In the case of Alt Legal as the disclosing party, “Confidential Information” means source code, documentation, trade secrets, and all non-public information about its legal or business affairs or Alt Legal’s software or Alt Legal Assist, but it does not include any nonpublic data in the Confidential Information provided by the Customer. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) is communicated to either party by a third party that had no confidentiality obligations with respect to such information; (c) is or was independently developed by the other party without use of the Confidential Information; (d) was known at the time of disclosure; or (e) expressly indicated to not be confidential.

5.3 Use and Protection of Confidential Information. The party receiving Confidential Information agrees to (i) only use Confidential Information to perform its obligations and rights under this Agreement; (ii) restrict disclosure of Confidential Information within its organization to only those employees or contractors that need to know and comply with confidentiality obligations under this Agreement; and (iii) not disclose Confidential Information to any other third party unless authorized by the disclosing party in writing.

5.4 Degree of Care and Required Disclosure. The receiving party agrees to protect the disclosing party’s confidential information using at least the degree of care that it uses to protect its own confidential information but no less than a reasonable degree of care. If the receiving party receives a request to disclose the disclosing party’s confidential information under a judicial or government order, it will not do so without first giving the disclosing party notice of the request and sufficient opportunity to contest the order, to the extent legally permissible.

6. Limitation of Liability

6.1 ALT LEGAL ASSIST IS PROVIDED “AS IS,” WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. ALT LEGAL DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND UNINTERRUPTED OPERATION. IF THESE LIMITATIONS ARE NOT PERMITTED UNDER APPLICABLE LAW, THE WARRANTY WILL BE THE MINIMUM ALLOWED UNDER SUCH LAW. EXCEPT AS LEGALLY PROHIBITED, THE CUSTOMER AGREES THAT REGARDLESS OF LEGAL THEORY, EVEN IF ALT LEGAL HAS BEEN WARNED OF SUCH DAMAGES, AND IN CASES OF CLAIMS BASED ON NEGLIGENCE OR STRICT LIABILITY, ALT LEGAL’S MAXIMUM LIABILITY WILL NOT EXCEED THE AGGREGATE AMOUNT OF FEES PAID TO ALT LEGAL DURING THE SIX-MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE. ALT LEGAL (INCLUDING ITS DIRECTORS, OFFICERS, EMPLOYEES, AND INVESTORS) WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, UNFORESEEN DAMAGES, LOSSES OF BUSINESS, PROFITS, OR OTHERWISE, EXPENSES, INCLUDING ATTORNEYS’ FEES RELATING TO THIS AGREEMENT. THE CUSTOMER AGREES TO WAIVE ALL RIGHTS TO INTERPOSE ANY CLAIMS, DEDUCTIONS, SETOFFS, OR COUNTERCLAIMS OF ANY NATURE (OTHER THAN COMPULSORY COUNTERCLAIMS) IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY MATTER ARISING THEREFROM OR RELATING HERETO OR THERETO. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO ALL CUSTOMERS.

7. Non-solicit

7.1 Neither party will, during the term of this Agreement and for one year after the date of this Agreement, directly or indirectly solicit for employment any employee of the other party nor will it direct any party to do so on its behalf. This restriction does not apply to any inquiries from general solicitations or direct, unsolicited inquiries from any current or former employee of the other party. Moreover, nothing in this section is intended to restrict any practitioner under 37 C.F.R. § 11.5506.

8. Termination

8.1 The Customer may terminate use of Alt Legal Assist at any time. Any termination by the Customer will take effect at the end of the Initial Period. If the Customer terminates this Agreement before the current subscription period ends, the Customer will pay Alt Legal for all amounts payable as of the date of termination. Upon the effective date of termination, all rights and licenses granted by Alt Legal will immediately cease. Further, if Alt Legal’s staff receives sponsorship for a USPTO.gov account, it will promptly remove sponsorship from its staff upon termination of this Agreement. Sections 3-7 inclusive and 12-18 will survive any termination or expiration of this Agreement. In the event of any suspension or termination, Alt Legal will provide the Customer with exports of relevant data and files at no cost to the Customer.

9. Warranty of Services

9.1 Alt Legal agrees to provide the services in Schedules A and B (as applicable). These services may be provided by employees or contractors of Alt Legal with reasonable care, skill, and diligence. Customer warrants that it is responsible for the supervision of all services provided pursuant to 37 C.F.R. § 11.503 and agrees to oversee, review, approve, and sign each filing made with the USPTO, unless the document is signed by another appropriate party (i.e., the applicant).

10. Transferability

10.1 Alt Legal, in its discretion, may assign this Agreement to any subsidiary or affiliate or under a sale, reorganization, merger, or transfer to another entity. Notwithstanding the foregoing, this paragraph will not affect the Customer’s rights to terminate under section 7 of this Agreement.

11. Representation

11.1 Both parties represent that they (a) have the right to enter into this Agreement and perform their obligations under this Agreement; (b) are in compliance with the USPTO Rules of Professional Conduct; (c) have had the ability to consult with independent counsel; (d) have any necessary authority to direct Alt Legal and provide information to Alt Legal under this Agreement; and (e) have appropriate errors and omissions insurance; (f) do not conflict with or are in any breach or default under any other agreement to which it is subject as a result of their performance of their services under this Agreement.

12. Privacy

12.1 Subject to Alt Legal’s compliance with the confidentiality provisions under this Agreement, the Customer acknowledges and agrees to Alt Legal’s use of third-party vendors and partners that provide the necessary infrastructure, personnel, software, storage, and related technology systems to offer Alt Legal Assist (e.g., Microsoft Azure and Mailgun). If Alt Legal processes any personal data (as defined in the EU General Data Protection Regulation 2016/679 (“GDPR“)) of individuals located in the European Economic Area (“EEA”) or the Customer is established in the EEA, the Data Processing Addendum will apply to the processing of such personal data and the Customer agrees that under GDPR, Alt Legal is the Processor. The Parties agree that Alt Legal’s privacy policy posted as of the date of this Agreement at www.altlegal.com/privacy is incorporated by reference into this Agreement, provided, however, such policy will only apply to the extent necessary for Alt Legal to process information to provide Alt Legal Assist to the Customer.

13. Waiver; Entire Agreement; Modification

13.1 Neither party’s failure to exercise or enforce its rights under this Agreement will be a waiver of those rights or sections. Any waivers of rights must be made in writing by an authorized representative of the respective party. This Agreement represents the entirety of the agreement between the Customer and Alt Legal and governs the interactions with Alt Legal and use of the Alt Legal Assist. It supersedes all prior agreements (including prior versions of this Agreement) except for those related to the use of the Alt Legal’s software and related services. This Agreement may only be amended, modified, or supplemented by a written agreement signed by an authorized representative of each party.

14. Notices; Disputes

14.1 Any notices to Alt Legal should be sent to [email protected] with a copy to [email protected], and any notices to Customer will be sent to the Customer’s primary email address. The Customer consents to the use of electronic notices under this Agreement. All parties to this Agreement will use their best efforts to settle in good faith and through amicable negotiations any disputes which may occur between them arising out of or relating to this Agreement; the existence, validity, termination, interpretation of any term hereof; and disputes regarding the Customer’s use of Alt Legal Assist. Before commencing any proceeding or taking any action relating to a dispute or claim that is intended or would reasonably be expected to harm either party, the aggrieved party will first contact the other party in writing and provide 45 calendar days to investigate the dispute and attempt to provide a consensual resolution. All parties agree to negotiate and act in good faith during this period. To the extent that such disputes cannot be resolved, the only forum and remedy will be final and binding arbitration conducted by the American Arbitration Association under its Commercial Arbitration Rules (unless Customer is an individual or otherwise qualifies for its Supplementary Procedures for Consumer-Related Disputes). Notwithstanding the foregoing, Alt Legal may seek injunctive relief in New York state or federal courts for any violation of this Agreement. If Alt Legal seeks injunctive relief, the Customer agrees that arbitration is not an adequate remedy at law and Alt Legal may seek injunctive or other relief.

15. Relationship

15.1 Nothing here should be seen as forming a partnership, joint venture, or agent relationship nor is Alt Legal a party to any agreements between the Customer and its clients. Neither party has the authority nor will it hold itself as having the authority to bind the other party and will not make any agreements or representations on behalf of the other party without the other party’s written consent.

16. Severability

16.1 If a court of competent jurisdiction determines that a section of this Agreement is invalid, illegal, or unenforceable for any reason, that section will be limited or amended to the minimum extent necessary, and all of the other sections of this Agreement will remain in full force and effect.

17. Class Action/Jury Trial

17.1 All claims must be asserted in the Customer’s individual role and not as a plaintiff or class member in any class action, collective action, private attorney general action, or other representative proceeding. This waiver also applies to class arbitration which may not consolidate more than one person’s claims without Alt Legal’s consent. The Customer also agrees that under this Agreement, all parties are each waiving rights to a trial by jury.

18. Force Majeure

18.1 Neither the Customer nor Alt Legal will be liable for any error, delay, interruption, or failure in performance under this Agreement that is caused by a condition that was beyond its reasonable control for as long as it persists. This paragraph includes conditions such as supplier problems, computer viruses, unauthorized access or theft, severe weather, natural disasters, civil disorder, terrorism, war, or threats of such, medical outbreaks, governmental restriction, and any other events beyond the parties’ reasonable control.

19. Choice of Law and Venue

19.1 The laws of the State of New York will govern this Agreement without giving effect to conflict of law principles or the location of the Customer’s use, and the Customer agrees to submit to the exclusive jurisdiction and venue of the federal and state courts in New York, New York.

20. Indemnification

20.1 The Customer will indemnify and hold Alt Legal harmless from and against all claims, demands, costs, expenses, liabilities, and losses (including reasonable attorneys’ and paralegals’ fees) that may arise from Alt Legal’s performance of services under this Agreement, except to the extent caused by Alt Legal’s breach of this Agreement, gross negligence, violation of law, or intentional misconduct. If Alt Legal is made party to any third-party claim (i.e., client of the Customer), or incurs any loss or expense, including a subpoena or request from any third party regarding the Customer or the services provided by the Customer, whether from a regulator or private party, Customer will indemnify and reimburse Alt Legal for all such expenses (including reasonable attorneys’ and paralegals’ fees).

21. Ethical Obligations; Compliance

21.1 The Customer is solely responsible for complying with all applicable ethical regulations (i.e., the USPTO Rules of Professional Conduct, or other rules applicable to the Customer) when using Alt Legal Assist or any of Alt Legal’s offerings or content (including supervision of any tasks completed via a sponsored USPTO.gov account or those specified under 37 C.F.R. § 11.5). The Customer acknowledges that the individuals, whether employees or contractors of Alt Legal, providing services to the Customer are considered “retained” by the Customer for purposes of 37 C.F.R. § 11.5. As such, the Customer (and any attorneys working for the Customer) may have ethical obligations to supervise or oversee the services contemplated by this Agreement. See 37 C.F.R. § 11.503. Alt Legal agrees to comply with reasonable requests to effectuate oversight of the supervision under Alt Legal Assist; however, Alt Legal reserves the right to charge the hourly fees listed in Schedule B for time expended.

21.2 All parties to this Agreement represent and warrant on behalf of themselves and their directors, officers, employees, subcontractors, and agents that they comply with all applicable laws and regulations, including 37 CFR Part 2, the Trademark Verified Account Agreement and USPTO.gov Terms of Service, the Foreign Corrupt Practices Act, export control, and any government-imposed trade restrictions with any sanctioned individual, entity, or country. If the Customer believes that Alt Legal or its employees or contractors providing services under this Agreement may be in breach of any ethical obligations, the Customer will, within three (3) business days, notify Alt Legal pursuant to the Notices section of this Agreement to allow any corrective measures.

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