Trademarkcounsels is not a party to the dealings between Client and Freelancer, including posts, proposals, screening selection contracting, provision of Freelancer Services, and payment for an Engagement. Trademarkcounsels does not introduce Freelancers to Clients or help Freelancers find Engagements. Trademarkcounsels merely makes the Site Services available to enable Freelancers to identify and determine the suitability of Clients for themselves and to enable Clients to identify and determine the suitability of Freelancers for themselves. Trademarkcounsels may sort Engagement proposals to enable Clients to more easily navigate and choose which Freelancers to contact. Trademarkcounsels does not direct, has no control over, makes no representations, and does not guarantee the quality, safety, or legality of Freelancer Services; the truth or accuracy of Engagement listings; the qualifications, background, or identities of Members; the ability of Freelancers to deliver Freelancer Services; the ability of Clients to pay for Freelancer Services; or that a Client or Freelancer can or will complete a transaction.

Trademarkcounsels is not required to and may not verify any information given to us by Freelancers or Clients, nor does Trademarkcounsels perform background checks on Freelancers or Clients.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT Trademarkcounsels MAY PROVIDE INFORMATION ABOUT A FREELANCER OR CLIENT, SUCH AS A STRENGTH OR RISK SCORE, GEOGRAPHICAL LOCATION, OR VERIFICATION OF IDENTITY OR CREDENTIALS. HOWEVER, SUCH INFORMATION IS BASED SOLELY ON DATA THAT FREELANCER OR CLIENT SUBMITS TO Trademarkcounsels, AND Trademarkcounsels PROVIDES SUCH INFORMATION SOLELY FOR THE CONVENIENCE OF MEMBERS AND IS NOT AN INTRODUCTION, ENDORSEMENT, OR RECOMMENDATION BY Trademarkcounsels.

Third-Party Beneficiary of Member Contract

Client and Freelancer appoint Trademarkcounsels as a third-party beneficiary of their Member Contract for purposes of enforcing any obligations owed to, and any benefits conferred on, Trademarkcounsels by the Member Contract. Client and Freelancer further agree that Trademarkcounsels has the right to take such actions with respect to their Accounts, including, without limitation, suspension, closure, or legal actions, as Trademarkcounsels, in our sole discretion, deems necessary to enforce our rights as a third-party beneficiary under the Member Contract.

No Agency, Partnership, or Joint Venture

This Agreement and any registration for or use of the Site will not be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between you and Trademarkcounsels, except and solely to the extent expressly stated in the Terms of Service.

Records of Compliance

Client and Freelancer will each (1) create and maintain records to document satisfaction of their respective obligations under this Agreement and any Member Contract, including, without limitation, their respective payment obligations and compliance with tax and employment laws, and (2) provide copies of such records to Trademarkcounsels upon request. Nothing in this subsection will be construed as requiring Trademarkcounsels to supervise or monitor Freelancer Services or a Member’s compliance with this Agreement, the other Terms of Service, or a Member Contract.

4. Fees

Service Fee

When a Client pays a Freelancer or funds related to an Engagement are otherwise released to a Freelancer as required, a Service Fee is paid to Trademarkcounsels and Freelancer agrees to pay Trademarkcounsels for creating, hosting, maintaining, and providing the Site Services. The Service fee shall be 15% of all payments made through the platform.

No Fee for Introducing or For Finding Engagements

Trademarkcounsels does not introduce Clients to Freelancers and does not help Freelancers find Engagements. Trademarkcounsels merely makes the Site Services available to enable Freelancers to do so themselves. Therefore, Trademarkcounsels does not charge a fee when a Freelancer finds a suitable Client or finds an Engagement. However, Client and a Freelancer are obligated to use the Site to pay and receive payment for the Freelancer Services if they identified each other through the Site, as detailed in section 5 titled “Non-Circumvention” below.

Other Fees

Freelancers may subscribe to different levels of participation, perks and privileges on the Site by payment of the required fees.

5. Non-Circumvention

You acknowledge and agree that a substantial portion of the compensation Trademarkcounsels receives for making the Site available to you is the Service Fee described in the subsection titled “ Service Fee” in section 4 above. You further acknowledge and agree that Trademarkcounsels only collects this Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, in consideration for our making the Site available to you, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period ”), you must use the Site as your exclusive method to request, make, and receive all payments for any services directly or indirectly provided to or received from that party or arising out of your relationship with that party (the “Trademarkcounsels Relationship”). You may opt-out of this obligation only if Client, prospective Client, or Freelancer pays Elance an “ Opt-Out Fee” computed to be the greater of the following amounts:

1. $3,500; or
2. 25% of the cost to the Client or prospective Client of the services to be provided in the Trademarkcounsels Relationship during the Non-Circumvention Period, as estimated in good faith by the Client or prospective Client; or
3. all Service Fees that would be earned by Trademarkcounsels from the Trademarkcounsels Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Freelancer from Client during the most recent normalized 8-week period or during such shorter period as data is available to Trademarkcounsels;

and, in any case, plus interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, calculated from the date Client or prospective Client first makes payment to the subject Freelancer until the date the Opt-Out Fee is paid.

To pay the Opt-Out Fee, you must request instructions by sending an email message to support@trademarkcounsels.com .

in addition, you agree not to circumvent the Payment Methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:

• Submit proposals or solicit parties identified through the Site to contact, engage, or pay outside the Site.
• Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.
• Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Client (or prospective Client) and Freelancer.

You agree to notify Trademarkcounsels immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention policy, please submit a report to Trademarkcounsels by sending an email message to support@trademarkcounsels.com , which report will be kept confidential to the extent practicable.

6. Site License

Subject to and conditioned on your compliance with this Agreement, the other Terms of Service, and the other Site Policies, Trademarkcounsels grants you a limited license to access and, if you are a Member, to use the Site for the purpose of ordering and receiving the Site Services available and authorized from the Site. You must not access or use the Site or Site Services for any reasons that are in competition with Trademarkcounsels. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site in any way for any public or commercial purpose without prior written consent of Trademarkcounsels or the rights holder. You must not use any content of the Site on any other website or in a networked computer environment for any purpose except your own viewing. You must not frame or link to the Site except as permitted in writing by Trademarkcounsels. You must not attempt to reverse engineer or attempt to interfere with the operation of any part of the Site unless expressly permitted by applicable law. The Site and any portion of the Site may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by Trademarkcounsels. Trademarkcounsels and our licensors retain all of their respective right, title, and interest in and to all patent rights, inventions, copyrights, know-how, and trade secrets relating to the Site. Trademarkcounsels’ logos and name are trademarks of Trademarkcounsels and are subject to our guidelines. All other product names, company names, marks, logos, and symbols on the Site may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in this Agreement confers any license under any of Trademarkcounsels’ or any third party’s Intellectual Property Rights, whether by estoppel, implication, or otherwise.

7. User Content License

When you post User Content on the Site, you represent and warrant that you have the right, power, and authority to post that content and grant the licenses specified below. You further represent and warrant that by posting such User Content you will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that Trademarkcounsels may exercise the rights to your User Content granted under this Agreement without any liability or obligation for any payment.

You retain all your ownership rights in any User Content you post on Trademarkcounsels. You also grant to Trademarkcounsels and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Site and Trademarkcounsels’ (and our successors’ and Affiliates’) business, including, without limitation, for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non-exclusive license to access your User Content through the Site, and to use, reproduce, distribute, display, and perform such User Content, only to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of the Terms of Service.

Notwithstanding the foregoing paragraph, Trademarkcounsels will only use or disclose User Content you post to any Workroom or other non-public area of the Site to the extent necessary to provide Site Services to you.

The above licenses granted by you will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant Trademarkcounsels and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display, distribute, or perform, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.

You may submit comments or ideas about the Site, including, without limitation, about how to improve the Site or our products (collectively, “Ideas”). By submitting any Ideas, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place Trademarkcounsels under any fiduciary or other obligation, that the Ideas do not contain the confidential or proprietary information of third parties, and that we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission of any Idea, Trademarkcounsels does not waive any rights to use similar or related ideas known or developed by Trademarkcounsels or obtained from sources other than you.

8. Unauthorized Access and Use; Site Interference; Malicious Software

The Site contains robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission. You will not access the audiovisual content available on the Site for any purpose or in any manner other than streaming. You agree that you will not: (a) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of Trademarkcounsels and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Site; (g) collect or harvest any personally identifiable information, including account names, from the Site; (h) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (i) directly or indirectly, advertise or promote another website, product, or service or to solicit other Users for other websites, products, or services.

Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site or the Site software that is designed to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of, or to allow you or any other person to access, or damage or corrupt data, storage media, programs, equipment or communications or otherwise interfere with operations of or on, the Site or any other software, firmware, hardware, computer system, or network of Trademarkcounsels or any third party. Further information regarding other prohibited conduct can be found in the Site Usage Policy.

9. Third-Party Content

Directory of Freelancers

The Site contains a directory of Freelancers. The directory is populated with information from third-party sources, from Freelancers themselves, and from other Members. Trademarkcounsels provides this directory as a convenience and does not confirm or verify the information contained in it.

Third-Party Verification

The Site makes available various services provided by third parties to verify a Member’s credentials, provide testing services, and provide information. Any information or content expressed or made available by these third parties or any other Members is that of the respective author(s) or distributor(s) and not of Trademarkcounsels. Trademarkcounsels neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than authorized Trademarkcounsels employees acting in their official capacities.

Links and Applications

The Site may contain links to Third-Party Sites. The Site may also contain applications that allow you to access Third-Party Sites via the Site. Such Third-Party Sites are owned and operated by the third parties and/or their licensors. Your access and use of Third-Party Sites, including online communication services such as chat, email, and calls, will be governed by the terms and policies of the applicable Third-Party Sites. You acknowledge and agree that Trademarkcounsels is not responsible or liable for: (i) the availability or accuracy of Third-Party Sites; or (ii) the content, advertising, or products on or available from Third-Party Sites. You are responsible for deciding if you want to access a Third-Party Site by clicking on a link or installing an application. The inclusion of any link or application on the Site does not imply that we endorse the linked Third-Party Site or application. You use the links and these services at your own risk and agree that your use of an application via the Site is on an “as is” and “as available” basis without any warranty for any purpose.

10. Certain Disclaimers, Limitations, and Exclusions

You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Trademarkcounsels’ part to store, backup, retain, or grant access to any information or data for any period.

We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information, or information about the entity that you represent, at your own risk.

Trademarkcounsels is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with this Agreement, including, but not limited to:

• your use of or your inability to use the Site or Site Services;
• delays or disruptions in the Site or Site Services;
• viruses or other malicious software obtained by accessing, or linking to, the Site or Site Services;
• glitches, bugs, errors, or inaccuracies of any kind in the Site or Site Services;
• damage to your hardware device from the use of the Site or Site Services;
• the content, actions, or inactions of third parties’ use of the Site or Site Services;
• a suspension or other action taken with respect to your account;
• your reliance on the quality, accuracy, or reliability of Engagement postings, Freelancer profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Site; or
• your need to modify practices, content, or behavior or your loss of or inability to do business as a result of changes to the Terms of Service.

11. Warranty Disclaimer

YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE, OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE DISCLAIM ALL AND MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY, OR RELIABILITY OF ANY T HIRD-PARTY, THE FREELANCER SERVICES, OR THE ACCURACY OF THE POSTINGS MADE ON THE SITE BY ANY THIRD-PARTY.

SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING LIMITATIONS ON IMPLIED WARRANTIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

12. Limitation of Liability

IN THE EVENT OF A DISPUTE BETWEEN YOU AND Trademarkcounsels AND/OR AN AFFILIATE, NEITHER YOU NOR ELANCE, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF LIABILITY IS FOUND, THE LIABILITY OF ELANCE, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY TRADEMARKCOUNSELS WITH RESPECT TO MEMBER CONTRACTS OF WHICH USER WAS A PARTYAS A CLIENT OR FREELANCER DURING THE TWELVE-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL THEIR ESSENTIAL PURPOSE.

SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL AND CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

13. Release

In addition to the recognition that Trademarkcounsels is not a party to any contract between Client and Freelancer, you hereby release Trademarkcounsels, our Affiliates, and our respective officers, directors, employees, attorneys, agents, subsidiaries, joint ventures, and our and their respective successors and assigns from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another Member, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the provision, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon Disputes. Procedures regarding the handling of certain Disputes between Members are discussed below in section16.

TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

This release will not apply to a claim that Trademarkcounsels failed to meet our obligations under this Agreement and the other Terms of Service.

14. Indemnity

You agree to defend, hold harmless, and indemnify Trademarkcounsels, our Affiliates, our and their respective officers, directors, employees, attorneys, agents, joint ventures, and our and their respective successors and assigns (each such party an “ Indemnified Party”) from and against any and all losses, costs, expenses, damages, and other liabilities (including reasonable attorneys’ fees and costs) incurred by an Indemnified Party arising from or related to any cause of action, claim, suit, proceeding, demand, or action brought by a third-party against an Indemnified Party in connection with your use of the Site Services, including: (a) any payment obligations incurred through use of the Site Services; (b) any allegation of any infringement, misappropriation, or other violation of any Intellectual Property Rights by you or your agents, including by any Work Product provided by you or your agents; (c) your: (i) use of the Site; (ii) decision to supply credit or other information via the Site, including financial information; (iii) decision to submit postings and accept offers from other Members; (iv) breach of any provision of this Agreement or the other Terms of Service; (v) dispute of or failure to pay any invoice or make any other payment; (vi) obligations to a Freelancer, including payment obligations; (d) any breach of contract or other claims made by Members with which you conducted business through the Site; (e) any liability arising from the tax treatment of payments made or receive through the Site Services or any portion thereof; (f) anything which the Indemnified Party may do or refrain from doing in connection with this Agreement and the Terms of Service; or (g) monies deposited under the Account Agreement or for any interest upon any such monies. The foregoing indemnity will include, without limitation, such cause of action, claim, suit, proceeding, demand, or action arising out of the negligence of any Indemnified Party; provided that the foregoing indemnification will not extend to the gross negligence or willful misconduct of an Indemnified Party.

15. Agreement Term; Termination and Suspension

This Agreement will become effective upon your first visit to the Site and will remain in effect for the duration of your use of the Site. Unless both you and Trademarkcounsels agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice, except as otherwise provided below. In the event you or we properly terminate this Agreement, your right to use the Site is automatically revoked, and we will close your Account; however, upon our election, (i) if you have any open Engagements when you terminate this Agreement you will continue to be bound by this Agreement until all such Engagements have closed on the Site; (ii) Trademarkcounsels will continue to perform those Trademarkcounsels Services necessary to complete any open Engagement or related transaction between you and another Member; and (iii) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the completion of any open Engagements, whichever is later, to Trademarkcounsels for any Site Services and to any Freelancers for any Freelancer Services. Without limiting any other provisions of this Agreement, the termination of this Agreement for any reason will not release you, any Member with whom you have entered into a Member Contract, or Trademarkcounsels from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination. Upon any termination of a Team Account, Trademarkcounsels may close any or all related Accounts.

Without limiting Trademarkcounsels’ other remedies, we may temporarily suspend, indefinitely suspend, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (a) you breach the letter or spirit of any terms and conditions of this Agreement or other Terms of Service; (b) we suspect or become aware that you have provided false or misleading information to us; or (c) we believe, in our sole discretion, that your actions may cause legal liability for you, our Members, or Trademarkcounsels or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit activity. Once your Account is suspended or closed, you must not continue to use the Site under the same Account or a different Account or reregister under a new Account without Trademarkcounsels’ prior written consent.

Without limiting Trademarkcounsels’ other remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed Trademarkcounsels or our Affiliates under this Agreement, you must pay Trademarkcounsels for all fees owed to Trademarkcounsels and our Affiliates and reimburse Trademarkcounsels for all losses and costs (including any and all time incurred by employees of Trademarkcounsels or our Affiliates) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. Except as otherwise required by applicable law, we will notify you if we suspend or close your Account, unless we believe, in our sole judgment, that giving notice may cause damage. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of Users’ Account status to all Members, including both yourself and other Members who have entered into Member Contracts with you. You therefore agree as follows:

IF TRADEMARKCOUNSELS DECIDES TO SUSPEND OR CLOSE YOUR ACCOUNT, ELANCE HAS THE RIGHT, BUT NOT THE OBLIGATION, TO (1) NOTIFY OTHER MEMBERS THAT HAVE ENTERED INTO MEMBER CONTRACTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR CLOSED ACCOUNT STATUS, AND (2) PROVIDE THOSE MEMBERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR CLOSURE.

When your Account is closed for any reason, you will no longer have access to data, messages, files, and other material you keep on the Site. If practicable, Trademarkcounsels will retain this information along with all your previous posts and proposals for a period of one year from the date of closure to give you ample time to institute an appeal of our decision through the process described in the subsection titled “Disputes with Trademarkcounsels” in section 16 below. If you appeal our decision through that process within one year, Elance will retain your information until such dispute is resolved. If you fail to appeal our decision within one year, Elance may delete your information, including data, messages, files, and other material you keep on the Site.

The following will all survive termination of this Agreement for any reason: (a) those terms of this Agreement that by their nature are intended to survive this Agreement; and (b) the Account Agreement, the Independent contractor Agreement, the Refund and Cancellation Policy, and the applicable Dispute Resolution Policies.

16. Cancellations, Refunds, and Disputes; Mandatory Binding Arbitration and Class Action/Jury Trial Waiver

To cancel an Engagement, issue or request a refund, or initiate a Dispute with a Member (other than a dispute involving feedback), please see the following policies as applicable: theRefund and Cancellation Policy and the Dispute Resolution Policy.

For a dispute between you and Trademarkcounsels or any of our Affiliates, see below.

Disputes with Trademarkcounsels

If a dispute arises between you and Trademarkcounsels or any of our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, Trademarkcounsels, and our Affiliates agree that we will resolve any claim or controversy at law or in equity that arises between you and Trademarkcounsels or our Affiliates out of or relating to this Agreement or the Trademarkcounsels Services (a “Claim”) in accordance with this section titled “Disputes with Trademarkcounsels.”

Law and Forum for Disputes

This Agreement and any Claim, including, without limitation, any dispute relating to a Member Contract, will be governed by and construed in accordance with the laws of the State of Delaware, without conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Freelancer located within the United States will be governed by the law of the state in which such Freelancer resides or is legally organized.

You agree that any Claim must be resolved as described in the subsections below titled “Informal Dispute Resolution” and “ Mandatory Binding Arbitration and Class Action/Jury Trial Waiver .”

Informal Dispute Resolution

Before serving a demand for arbitration of a Claim, or otherwise seeking injunctive or other equitable relief in a court of law as expressly permitted in this Agreement, you agree to first notify Trademarkcounsels of the Claim at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 (the “Notice”) and seek informal resolution of the Claim. The Notice must include your name, pertinent account information, a brief description of the Claim, and your contact information, so that we may evaluate the Claim and attempt to informally resolve the Claim. Trademarkcounsels will have 60 days from the date of our receipt of the Notice to informally resolve the Claim, which, if successful, will avoid the need for further action.

Mandatory Binding Arbitration and Class Action/Jury Trial Waiver (Does Not Apply to Freelancers Located Outside the United States and Its Territories)

This Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision (“Arbitration Provision”) applies to all Visitors and Members, except Freelancers located outside of the United States and its territories.

In the unlikely event that Trademarkcounsels is unable to resolve a Claim within 60 days of our receipt of the Notice, you, Trademarkcounsels, and our Affiliates agree to resolve the Claim by binding arbitration before an arbitrator from JAMS. JAMS may be contacted at www.jamsadr.com.

A. Scope of Arbitration Agreement and Conduct of Arbitration.

Arbitration as provided in this Arbitration Provision is governed by the United States Federal Arbitration Act (9 U.S.C. §§ 1 et seq.). Except as otherwise stated in this Arbitration Provision, this Arbitration Provision applies to any Claim (including any claimed employment with Trademarkcounsels or one of our Affiliates or successors) or termination of your relationship with Trademarkcounsels, regardless of the date of Claim accrual. This Arbitration Provision survives after your relationship with Trademarkcounsels ends. Except as it otherwise provides, this Arbitration Provision is intended to apply to the resolution of Claims that otherwise would be resolved in a court of law or before a forum other than arbitration. Except as otherwise stated in this Arbitration Provision, you, Trademarkcounsels, and our Affiliates agree that any Claim covered by this Arbitration Provision, or arising out of, relating to, or concerning the validity, enforceability, or breach of this Arbitration Provision, will be resolved by binding arbitration administered by JAMS. If for any reason JAMS will not administer the arbitration, a party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.

Except as otherwise provided herein, arbitration will be conducted in Santa Clara County, California in accordance with the JAMS Comprehensive Arbitration Rules and Procedures under the Optional Expedited Arbitration Procedures then in effect for JAMS. Notwithstanding the foregoing, any Claims by Freelancers that allege employment or worker classification claims will be conducted within 25 miles of where the Freelancer is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures” or “JAMS Employment Arbitration Rules.” The parties agree that any party will have the right to appear at the arbitration by telephone and/or video rather than in person.

Except as it otherwise provides, this Arbitration Provision applies, without limitation, to all Claims arising out of or related to your relationship with Trademarkcounsels or the termination of that relationship, any payments you claim due you from Trademarkcounsels, trade secrets, unfair competition, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, or harassment and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by Trademarkcounsels and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, state statutes or regulations addressing the same or similar subject matters.

You, Trademarkcounsels, and our Affiliates will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Freelancer will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.

This Arbitration Provision does not apply to litigation between Trademarkcounsels and our Affiliates and you to which you are a party that is already pending in a state or federal court as of the effective date of this Arbitration Provision. This Arbitration Provision also does not apply to claims for workers’ compensation, state disability insurance, or unemployment insurance benefits. You, Trademarkcounsels, or our Affiliates may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such relief. Notwithstanding this Arbitration Provision, you, Trademarkcounsels, and our Affiliates retain the right to bring an action in small claims court within the jurisdictional limits of the small claims court and as long as such matter is only pending in that court.

Regardless of any other terms of this Arbitration Provision, a Claim may be brought before and remedies awarded by an administrative agency if applicable law permits the agency to adjudicate the Claim notwithstanding the existence of this Arbitration Provision. Such administrative Claims include, without limitation, Claims brought before the Equal Employment Opportunity Commission, the U.S. Department of Labor, or the National Labor Relations Board. Nothing in this Arbitration Provision will be deemed to preclude or excuse a party from bringing an administrative Claim before any agency in order to fulfill the party's obligation to exhaust administrative remedies before making a Claim in arbitration.

Claims that may not be subject to a pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) are excluded from the coverage of this Arbitration Provision.

B. Enforcement of this Arbitration Provision.

This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If the Class Action Waiver in subsection C below of this Arbitration Provision is deemed to be unenforceable, you, Trademarkcounsels, and our Affiliates agree that this Arbitration Provision is otherwise silent as to any party's ability to bring a class, collective, or representative action in arbitration.

C. Class Action and Jury Trial Waiver.

THIS ARBITRATION PROVISION AFFECTS YOUR ABILITY TO PARTICIPATE IN CLASS, COLLECTIVE, OR REPRESENTATIVE ACTIONS. YOU, TRADEMARKCOUNSELS, AND OUR AFFILIATES AGREE TO BRING ANY CLAIM IN ARBITRATION ON AN INDIVIDUAL BASIS ONLY, AND NOT ON A CLASS, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL REPRESENTATIVE BASIS ON BEHALF OF OTHERS. THERE WILL BE NO RIGHT OR AUTHORITY FOR ANY CLAIM TO BE BROUGHT, HEARD, OR ARBITRATED AS A CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION, OR AS A MEMBER IN ANY SUCH CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING (“CLASS ACTION WAIVER”). THE CLASS ACTION WAIVER DOES NOT APPLY TO ANY CLAIM YOU BRING AS A PRIVATE ATTORNEY GENERAL SOLELY ON YOUR OWN BEHALF AND NOT ON BEHALF OF OTHERS. NOTWITHSTANDING ANY OTHER PORTION OF THIS ARBITRATION PROVISION OR THE JAMS RULES, CLAIMS REGARDING THE VALIDITY, ENFORCEABILITY, OR BREACH OF THE CLASS ACTION WAIVER MAY BE RESOLVED ONLY BY A CIVIL COURT OF COMPETENT JURISDICTION AND NOT BY AN ARBITRATOR. IN ANY CASE IN WHICH (1) THE CLAIM IS FILED AS A CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION AND (2) A CIVIL COURT OF COMPETENT JURISDICTION FINDS ALL OR PART OF THE CLASS ACTION WAIVER UNENFORCEABLE, THE CLASS, COLLECTIVE, REPRESENTATIVE, AND/OR PRIVATE ATTORNEY GENERAL ACTION TO THAT EXTENT MUST BE LITIGATED IN A CIVIL COURT OF COMPETENT JURISDICTION, BUT THE PORTION OF THE CLASS ACTION WAIVER THAT IS ENFORCEABLE WILL BE ENFORCED IN ARBITRATION. YOU,

TRADEMARKCOUNSELS, AND OUR AFFILIATES AGREE THAT YOU WILL NOT BE RETALIATED AGAINST, DISCIPLINED, OR THREATENED WITH DISCIPLINE AS A RESULT OF EXERCISING YOUR RIGHTS UNDER SECTION 7 OF THE NATIONAL LABOR RELATIONS ACT BY FILING OR PARTICIPATING IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION IN ANY FORUM. HOWEVER, TRADEMARKCOUNSELS AND OUR AFFILIATES MAY LAWFULLY SEEK ENFORCEMENT OF THIS ARBITRATION PROVISION AND THE CLASS ACTION WAIVER UNDER THE FEDERAL ARBITRATION ACT AND SEEK DISMISSAL OF SUCH CLASS, COLLECTIVE, OR REPRESENTATIVE ACTIONS OR CLAIMS. THE CLASS ACTION WAIVER WILL BE SEVERABLE IN ANY CASE IN WHICH THE CLAIM IS FILED AS AN INDIVIDUAL ACTION, AND SEVERANCE IS NECESSARY TO ENSURE THAT THE INDIVIDUAL ACTION PROCEEDS IN ARBITRATION.

D. Right to Opt Out of Arbitration and Class Action/Jury Trial Waiver.

You may opt out of this Arbitration Provision by notifying Trademarkcounsels in writingwithin 30 days of the date you first register for the Site. To opt out, you must send a written notification to Trademarkcounsels at Attn: Legal, 441 Logue Ave., Mountain View, CA 94043 that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you do not wish to resolve Claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of this Arbitration Provision.

17. Notices and Communications

By visiting the Site, you are deemed to have executed this Agreement electronically, effective on the date you visit the Site, pursuant to the federal Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. §§ 7001 et seq.). Visiting the Site constitutes your acknowledgement that you are able to electronically receive, download, and print this Agreement. Unless you otherwise indicate in writing to Customer Support, Trademarkcounsels and our Affiliates will communicate with you by email or by posting communications on the Site. You will be considered to have received a communication when Trademarkcounsels sends it to the email address you have provided to Trademarkcounsels on the Site or when Trademarkcounsels posts such communication on the Site. You must keep your email address updated on the Site, and you must regularly check the Site for postings. Without limiting Trademarkcounsels’ other rights under this Agreement, if you fail to respond to an email message from Trademarkcounsels regarding a violation, dispute, or complaint within two Business Days, Trademarkcounsels has the right to suspend or close, in our sole discretion, your Account.

18. Miscellaneous Terms and Conditions

You are responsible for compliance with applicable foreign, federal, state, and local laws, keeping in mind that access to the contents of the Site may not be permitted under the laws of certain countries. Trademarkcounsels will not be considered to have modified or waived any of our rights or remedies under this Agreement unless the modification or waiver is in writing and signed by an authorized representative of Trademarkcounsels. No delay or omission by Trademarkcounsels in exercising our rights or remedies will impair our rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy.

You will not transfer, assign, or delegate your rights or obligations (including your Account) under this Agreement to anyone without the prior express written consent of Trademarkcounsels, and any attempt to do so will be null and void. Trademarkcounsels may assign this Agreement in our sole discretion. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.

If an arbitrator or court of competent jurisdiction deems any provision of this Agreement invalid, the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement (except as noted in section 16 above), which will remain in full force and effect.

The Site is controlled and operated from our facilities in the United States. Trademarkcounsels makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable foreign, United States federal, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software. You may not use or access the Site if you are (i) a resident of, or legally organized under the laws of, a country or geographic area embargoed by the United States; (ii) subject to United States economic sanctions that prohibit your use of or access to the Site; or (iii) a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the United States.

The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law, or any other similar conditions beyond the reasonable control of such party. The time for performance of such party will be extended by the period of such delay but in no event longer than 60 days.

The English language version of this Agreement will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The section headings in this Agreement are included for ease of reference only and have no binding effect. Even though Trademarkcounsels drafted this Agreement, you represent that you had ample time to review and decide whether to agree to the terms of this Agreement. If an ambiguity or question of intent or interpretation of this Agreement arises, no presumption or burden of proof will arise favoring or disfavoring you or Trademarkcounsels because of the authorship of any provision of this Agreement. This Agreement, together with the other Terms of Service and the Site Policies, comprise the entire agreement between you and Trademarkcounsels with respect to the use of the Site and supersede all prior agreements between you and us, written or oral, regarding the subject matter contained herein and therein as well as any conflicting or inconsistent terms in any website(s) that link to or are linked from the Site. This Agreement will be displayed in a PDF version and for convenience may be displayed in both PDF and HTML versions. In the event of any inconsistency between such versions, the PDF version will govern.

19. Definitions

As used in this Agreement and the other Terms of Service, the following terms have the meanings given below, unless otherwise defined or required in context:

“Account” means the Trademarkcounsels account you open when you register to become a Member and use the Site Services, including all Team Accounts added to that Account.

“Account Agreement” means the Account agreement that governs your Account, Escrow Accounts, and related Site Services, including the Escrow Services, and is part of and incorporates by reference all terms, conditions, rules, policies, and guidelines on the Site, including the Escrow Instructions and other Terms of Service.

“Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Trademarkcounsels.

“Business Day” means a day on which the headquarters office of Trademarkcounsels is open for normal business.

“Client” means a Member that investigates and purchases Freelancer Services or identifies a Freelancer through the Site.

“Deliverable” means any Work Product (as defined in the Independent Contractor Services Agreement) identified as a deliverable in the Member Contract.

“Dispute,” if capitalized, means any dispute between Members where one or the other has the right to submit a Dispute Notice Form via the Site pursuant to the Refund and Cancellation Policy or an applicable Dispute Resolution Policy. The use of the un-capitalized term “dispute” anywhere on the Site refers to any dispute, whether between Members or with Trademarkcounsels, including those where no Member has filed a Dispute Notice Form via the Site.

“Dispute Notice” or “Dispute Notice Form” means the electronic form that the Site provides in a Workroom, that any Member may complete to identify a Dispute and begin Dispute resolution for an Engagement via the Site.

“Dispute Resolution Policy” for an independent contractor Engagement means the Dispute Resolution Policy.

“ Trademarkcounsels Services” means the creation, hosting, maintenance, and provision of the Site and all services delivered by Trademarkcounsels that are accessible through the Site. The term Trademarkcounsels Services does not include Freelancer Services or Third-Party Services.

“Engagement” means a Client’s engagement of a Freelancer to provide Freelancer Services pursuant to a Member Contract.

“Escrow Account(s)” means a Client Escrow Account if in use on the platform, a Freelancer Escrow Account, , each as described in the Account Agreement and applicable Escrow Instructions.

“Escrow Fee” means a fee that ESCROWSYS earns for providing Escrow Services.

“Escrow Instructions” mean any instructions to any ESCROW system in use on the platform contained in the Terms of Service, including, without limitation, the Fixed Price Escrow Instructions, the Hourly and Miscellaneous Payment Agreement with Escrow Instructions, the Refund Escrow Instructions contained in the Refund and Cancellation Policy, and instructions to ESCROWSYS contained in the text of the Account Agreement.

“Escrow Release” means a release of any or all funds in an Escrow Account, in the event that we use an escrow system, pursuant to the Account Agreement and one or more of the Release Conditions described in the applicable Escrow Instructions.

“Escrow Services” means the escrow services provided by ESCROWSYS pursuant to the Account Agreement and the applicable Escrow Instructions.

“Fixed Price Engagement” means an Engagement where Client has offered or agreed to pay Freelancer a fixed price for Freelancer Services and/or Deliverables.

“Freelancer” means a Member that advertises and provides services or identifies a Client through the Site.

“Freelancer Services” means all services provided or delivered to Clients by Freelancers.

“Hourly Engagement” means an Engagement where Client has offered or agreed to pay Freelancer at a specified hourly rate for the Freelancer Services.

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.

“may” means a party has the right to take an action.

“Mandatory Terms” means all provisions of the Terms of Service other than the Independent Contractor Services Agreement;

“Member” means a person or legal entity that registers for an Account.

“Member Contract” means (1) the Relationship Agreements applicable to the Engagement; (2) the remaining Terms of Service (other than the Relationship Agreements); (3) the Engagement terms, as awarded and accepted on the Site, to the extent not inconsistent with the Mandatory Terms; and (4) any other contractual provisions between Client and Freelancer and uploaded to the Site, to the extent not inconsistent with the Mandatory Terms.

“Payment Method” means a valid credit card issued by a bank acceptable to Trademarkcounsels, a bank account linked to your Account, a PayPal account, or such other method of payment as ESCROWSYS or Trademarkcounsels may accept from time to time in their sole discretion.

“Relationship Agreements” means the (1) Independent Contractor Services Agreement; (2) Fixed Price Escrow Instructions; (3) Hourly and Miscellaneous Payment Agreement with Escrow Instructions;

“Release Condition” means a condition for release of funds from an Escrow Account pursuant to the Escrow Instructions.

“Secure Areas” means portions of the Site that are encrypted using the Hypertext Transfer Protocol Secure (also known as “HTTPS”) or any other encryption mechanism.

“Service Fee” means a fee that Trademarkcounsels earns for creating, hosting, maintaining, and providing the Site and Site Services. Trademarkcounsels does not introduce Freelancers to Clients or help Freelancers to find Engagements, and therefore earns no fee when a Freelancer identifies a suitable Client or finds an Engagement.

“Services Agreement” means the default Independent Contractor Services Agreement that may be modified by Client and Freelancer. A Services Agreement may include specifications, price, milestones, deliverables, hours, payment terms, warranties, and other contractual obligations.

“Site” means the domain and all subdomains of trademarkcounsels.com and any mobile or web services or applications owned, controlled, or offered by Trademarkcounsels or ESCROWSYS.

Site Usage Policy

This Site Usage Policy (this “Policy”) is part of and incorporates by reference all terms, conditions, rules, policies, and guidelines on the Site, including the Terms of Service (the “ Terms of Service”). Your use of the Site after the effective date will signify your acceptance of and agreement to the terms of this Policy. To the extent permitted by applicable law, we may modify this Policy without prior notice to you, and any revisions to this Policy will take effect when posted on the Site, unless otherwise stated in the revised Policy. Please check the Site often for updates. Capitalized terms not defined in this Policy are defined in the User Agreement or in the other Terms of Service or have the meanings given such terms on the Site.

1. Communication

You are required to log into the Site to communicate about Engagements and use the Workrooms to maintain an electronic record of all written communication, including clarifications and agreements around scope, deliverables, milestones, timeframes, price, feedback on deliverables, requests for revisions, acceptance of deliverables and completion of milestones. You must transcribe into the Workroom all relevant emails, instant messages, and telephone or in-person conversations between Client and Freelancer to maintain a record. If there is a dispute related to an Engagement, all written communications in the Workroom for such Engagement, including the Engagement posting, proposals, usage of the Engagement Terms and Change Order features, messages, and any communications transcribed to the Workroom will serve as the record for resolution of the dispute. A COMMUNICATION THAT IS NOT SAVED IN OR COPIED TO THE WORKROOM CANNOT BE SUBMITTED AS EVIDENCE IN THE APPLICABLE DISPUTE RESOLUTION PROCESS AFTER A DISPUTE IS REPORTED.

Trademarkcounsels provides a designated space in the Freelancer Account profile to enter email address, telephone number, and instant message IDs. Freelancers must not enter contact information or solicit private communications in public messages, in Engagement descriptions, or sections of their Account profile outside of the designated contact information fields.

2. Posting Information and Content

You agree to provide true, accurate, and complete information whenever you post any information or content on the Site (including, but not limited to, posting a request for Freelancer Services, providing a proposal for a posted Engagement, posting your profile, and providing feedback). You agree to update such information whenever it changes. You agree to use good judgment when posting information, remarks, or other content regarding other Users, Members, Clients, Freelancers, Trademarkcounsels, or any other third party. You understand that you may be held legally responsible for damages suffered by other Users, Members, Clients, Freelancers, Trademarkcounsels, or other third-parties as a result of legally actionable or defamatory comments, remarks, or other information or content that you post to the Site. Under federal law (specifically, the Communications Decency Act of 1996), Trademarkcounsels is not legally responsible for any remarks, information, or other content posted or made available on the Site by any User or third party, even if such information or content is defamatory or otherwise legally actionable. Trademarkcounsels is not responsible for, and does not monitor or censor, content posted on the Site for accuracy or reliability. Trademarkcounsels reserves the right to remove or restrict access to any information, content, or Engagements posted or made available on the Site in our sole discretion, if ordered to do so by a court, or if Trademarkcounsels considers such information or content to be in violation of the Terms of Service.

3. Non-Circumvention

You acknowledge and agree that, pursuant to and for the reasons stated in the User Agreement, for 24 months from the time you identify or are identified by any party through the Site, you must use the Site as your exclusive method to request, make and receive all payments for any services directly or indirectly provided to or received from that party or arising out of your relationship with that party. You may opt -out of this obligation only if the prospective Client pays Trademarkcounsels an “Opt-Out Fee” as detailed in the User Agreement in the section titled “Non-Circumvention”.

4. Thumbnail Images and Profiles

You may post a thumbnail image on the Site to accompany your Account profile. All thumbnails must follow these common guidelines:

• You must own the image or have a license to use, copy, and sublicense the image.
• The image must be professional.
• Please upload .jpg, .jpeg, or .gif files (40x50 pixels). Animated .gif files are not allowed.
• The thumbnail may be left blank.

If you are an individual Member, then in addition to the common guidelines above, your thumbnail image also must follow these guidelines:

• The image must be a portrait that is a truthful representation or you (i.e., no stock photos, fakes, or logos).
• An avatar of reasonable likeness is acceptable.
• Group photos are not acceptable. Please remove other individuals from the image.
• Very small images are not acceptable. You must be identifiable in the image.

If you are a company Member, then in addition to the common guidelines above, your thumbnail image also must follow these guidelines:

• The image may be a logo, a portrait of you or your company, or a relevant piece of your work.
• If the image is a portrait, it must be a truthful representation (i.e., no stock photos or fakes).

5. Portfolio Images

You may post images on the Site to accompany your portfolio. All portfolio images must follow these common guidelines:

• You must own the image or have a license to use, copy, and sublicense the image.
• Animated .gif images are not allowed.
• Each image in your portfolio must be unique (you are not permitted to have two of the same exact file/image).
• Image files (.jpg, .jpeg, .gif, .png, etc.) must be images of your works of authorship, not images of other promotional materials, such as your resume or company marketing materials.
• The image should be a fair and accurate representation of your work.

We retain the right to remove a portfolio image for any reason, even if not listed above.

6. Prohibited Site Activities

You agree NOT to do any of the following on the Site:

• Copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than your own User Content) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of Trademarkcounsels and the appropriate third party, as applicable.
• Post false or misleading information about a product, service, or service request.
• Post logos, seals, or slogans from third parties on the Site unless such material is provided by Trademarkcounsels or a third-party designated by Trademarkcounsels or you have received express written permission from Trademarkcounsels to display such third-party logo, seal, or slogan.
• Post or transmit any content that is profane, vulgar, racist, offensive, threatening, harmful, abusive, defamatory, or disparaging.
• Post or transmit unprofessional or offensive comments about a User, Member, FreTrademarkcounselsr, Client, Trademarkcounsels, or any third party.
• Suggest or solicit another User to contact you directly in order to buy or sell services outside of Trademarkcounsels.
• Tamper with postings of other Users, Members, or Trademarkcounsels.
• Solicit or gather any User’s or Member’s information available from the Site, such as other usernames and email addresses, for any purpose other than to use the Site Services in accordance with the Terms of Service.
• Impersonate or misrepresent your affiliation with any person or entity.
• Require or request that a Freelancer deliver a free mock-up or proof of concept as part of a proposal submission or as a condition to consideration of a proposal.
• Repeat any action after you receive warning or request to desist from Trademarkcounsels, whether or not that action is explicitly prohibited in the policies stated on the Site.
• Fail to respond to an email from Trademarkcounsels regarding violation, dispute, or complaint within two Business Days of when Trademarkcounsels sent such email.
• Use the Site if you are not able to form legally binding contracts, are under age 18, or are temporarily or indefinitely suspended from accessing the Site, or if you do not have authority to accept the User Agreement on behalf of a Member for whom you are accessing the Site.
• Take any action that may undermine the feedback or ratings systems (such as importing or exporting feedback information off the Site or using feedback as an extortion mechanism).
• Select a Client or engage a Freelancer on the basis of religion, sex, or race.
• Violate a request by Trademarkcounsels to not post Engagements deemed by Trademarkcounsels, in our sole discretion, to be contrary to the interests of the Site or the User community.

7. Feedback

For the benefit of Users of the Site Services, Trademarkcounsels encourages you to leave objective, balanced feedback about Users with whom you have transacted. You acknowledge and agree that feedback results for you will consist of comments and ratings left by other Users and that Trademarkcounsels will make available to other Users a composite feedback number based on these individual ratings. Trademarkcounsels provides feedback as a means through which Users can share their opinions publicly, and Trademarkcounsels does not monitor or censor these opinions. Trademarkcounsels does not investigate any remarks posted by Users for accuracy or reliability unless a User requests Trademarkcounsels to do so. You may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if a court finds that your remarks are legally actionable or defamatory. Trademarkcounsels is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Trademarkcounsels reserves the right (but is under no obligation) to remove posted feedback or information that in Trademarkcounsels’ sole judgment violates the Terms of Service or negatively affects our User community or operations.

You agree to report violations or abuses of our feedback system immediately by contacting Customer Support and agree not to take any actions that undermine the integrity of the feedback system, including, but not limited to, the following:

• Leaving feedback for yourself using a different username or another Member’s username.
• Leaving fake or inaccurate feedback for another User or Member.
• Soliciting other Members to leave fake or inaccurate feedback.
• Threatening to leave negative feedback to induce another User or Member to perform a task not required by the Member Contract.
• Withholding deliverables or funds required by the Member Contract to induce another User or Member to leave positive feedback or no feedback.
• Engaging in feedback solicitation, such as offering to sell or buy services in exchange for good feedback, trading feedback undeservedly, or buying feedback.

In order to protect the integrity of the feedback system and protect Users from abuse, Trademarkcounsels may investigate and has the right (but is under no obligation) to remove posted feedback or information under the following scenarios:

• It seeks to elicit or solicit any User’s contact information, such as other Users’ email addresses, for any non-Site related commercial or business purposes or to transmit any unsolicited advertising such as “junk mail,” “spam,” or “chain letters.”
• It contains language that is profane, vulgar, racist, or otherwise discriminatory, hate speech, or contains adult material. Insulting or inflammatory feedback is strongly discouraged but might not be removed absent other factors.
• It is shown to have been left by any User who is in violation of the Terms of Service or by or for a User who has conducted any fraudulent transaction.
• It is not directly related to transactions conducted through the Site.
• It makes any reference to actions taken or purported to be taken by Trademarkcounsels or any law enforcement organization.
• Trademarkcounsels is provided with a ruling or settlement agreement from a valid and certified dispute resolution service or is provided with a court order finding that the feedback or information posted is slanderous, libelous, defamatory, or otherwise illegal.
• The User who posted the feedback or information provided Trademarkcounsels with false contact information (as verified by Trademarkcounsels) and cannot be contacted by Trademarkcounsels.
• The User who posted the feedback or information is using the Site with the intent of leaving feedback as part of a campaign to harass Users or Members (in Trademarkcounsels’ sole judgment).
• The User who posted the feedback or information informs Trademarkcounsels that it was intended for another User and posts the feedback or information for the appropriate User. This does not apply to feedback that was mistakenly marked negative instead of positive or vice versa, in which case the User can contact Customer Support to file a feedback review request.

8. Contacting Us

If you wish to report a violation of the Terms of Service, have any questions, or need assistance, please contact

Customer Support as follows:

Independent Contractor Services Agreement

If a Client and a Freelancer enter an independent contractor relationship, then this Independent Contractor Services Agreement (this “Services Agreement”) will apply. Your use of the Site after the effective date will signify your acceptance of and agreement to this Services Agreement. To the extent permitted by applicable law, we may modify this Services Agreement without prior notice to you, and any revisions to this Services Agreement will take effect when posted on the Site, unless otherwise stated in the revised Services Agreement. Please check the Site often for updates.

This Services Agreement incorporates all terms, conditions, rules, policies, and guidelines on the Site, including the Terms of Service (the “Terms of Service”). Capitalized terms not defined in this Services Agreement are defined in the User Agreement or in the other Terms of Service or have the meanings given such terms on the Site.

In some cases, Freelancers may be deemed to be employees under applicable law. If you are not certain that your Engagement is an independent contractor relationship, consult your legal advisor. If you believe your relationship may be an employment relationship, then you should select the Trademarkcounsels Payroll Services described here. In that case, your Engagement will be subject to the Payroll Services Agreement in lieu of this Services Agreement.

Client is solely responsible for determining whether Freelancer is its independent contractor or employee.

Trademarkcounsels disclaims any liability for that determination.

1. Member Contract

Client agrees to purchase, and Freelancer agrees to deliver, the Freelancer Services in accordance with their Member Contract. Client and Freelancer may agree to Engagement terms or other contractual provisions uploaded to the Workroom that modify this Services Agreement. However, no Engagement term or contractual provision may modify any Mandatory Terms. Conflicts in the Member Contract will be resolved in the following order of precedence:

(1) the Mandatory Terms; (2) the Engagement terms, as awarded and accepted in the Workroom; (3) other contractual provisions as uploaded to the Workroom and accepted by Client and Freelancer; and (4) this Services Agreement.

CLIENT AND FREELANCER IRREVOCABLY AGREE THAT ANY PART OF THEIR MEMBER CONTRACT THAT CONFLICTS WITH OR PURPORTS TO MODIFY THE MANDATORY TERMS WILL BE NULL AND VOID WHILE THE OTHER PARTS OF THE MEMBER CONTRACT WILL REMAIN VALID AND BINDING.

2. Responsibilities and Performance

Client is responsible for specifying its Engagement, screening, engaging, inspecting, accepting, and paying for Freelancer Services in accordance with the Member Contract in a timely and professional manner. Freelancer is responsible for the performance and quality of the Freelancer Services in accordance with the Member Contract and providing the Freelancer Services in a timely and professional manner, consistent with industry practice, at a location, place, and time that Freelancer deems appropriate. Client and Freelancer each covenants and agrees to act in good faith and deal fairly in the performance of the Member Contract.

3. Duration of Services

The term of the Member Contract commences and terminates on the dates specified in the Engagement terms, unless both Client and Freelancer otherwise agree in the Workroom.

4. Independent Contractor Relationship

Freelancer’s relationship with Client will be that of an independent contractor, and nothing in the Member Contract will be construed to create a partnership, joint venture, or employer-employee relationship. Freelancer is not the agent of Client and is not authorized to make any representation, contract, or commitment on behalf of Client. Freelancer will choose the manner and means to perform the Freelancer Services. Freelancer will provide its own equipment, tools, and other materials at its own expense. Freelancer, at its sole cost and expense, will maintain appropriate insurance in accordance with generally accepted industry standards.

Freelancer is solely and exclusively liable for complying with, and making all payments under, all applicable local, state, federal, and international laws, including laws governing self-employed individuals if applicable, such as laws related to payment of taxes, social security, disability, and other contributions based on fees paid to Freelancer under the Member Contract. Neither Client nor Trademarkcounsels will withhold or make payments for social security, unemployment insurance, or disability insurance contributions or obtain workers’ compensation insurance on Freelancer’s behalf. Freelancer hereby agrees to indemnify and defend Client and Trademarkcounsels and our Affiliates against any and all such taxes or contributions, including penalties and interest. Freelancer will provide proof of payment of appropriate taxes on fees paid to Freelancer upon request of Client or Trademarkcounsels.

5. Intellectual Property Rights

Certain Defined Terms

The following capitalized terms have the following meanings:

• “Background Technology” means all Inventions developed by Freelancer, other than in the course of providing the Freelancer Services to Client under the Member Contract, and all Inventions that Freelancer incorporates into Work Product.
• “Client Materials” means instructions, requests, intellectual property, and any other information or materials that Client provides to Freelancer for a Member Contract.
• “Invention” means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights therein.
• “Work Product” means any and all work product developed by Freelancer as required to complete the Engagement and delivered to Client in the performance of the Engagement, excluding Background Technology.

Background Technology

Freelancer will disclose in the Engagement Terms any Background Technology that Freelancer proposes to incorporate into Work Product or upon which use or distribution of the Work Product will depend. If Freelancer discloses no Background Technology, Freelancer warrants that it will not incorporate any Background Technology into Work Product provided pursuant to the Member Contract. Freelancer will separately provide, with each delivery of Work Product to Client, a third-party bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Work Product and provides, for each item of Background Technology identified, (a) the name and any associated version number (b) the applicable license or licensing terms, (c) whether the item has been modified by Freelancer, and (d) how the item has been incorporated into, is used by, or is relied upon by the Work Product. Notwithstanding the foregoing, unless otherwise agreed in the Engagement Terms, Freelancer agrees that it will not incorporate into Work Product or otherwise deliver to Client any software code for which the use or distribution of the code will create (or purport to create) obligations for Client to grant any rights or immunities under Client’s Intellectual Property Rights to a third party, including, without limitation, any obligation that the Work Product or Client software combined with, derived from, or distributed with such Work Product (x) be disclosed or distributed in source code form, (y) be licensed for the purpose of making derivative works, or (z) be redistributable at no charge.

License to Background Technology

Upon Freelancer’s receipt of payment from Client, Freelancer hereby automatically grants to Client a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable, and worldwide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in the Background Technology incorporated or used in Work Product.

Client Materials

Client grants Freelancer a limited, non-exclusive, revocable (at any time, at Client’s sole discretion) right to use the Client Materials as necessary solely for the performance of the Freelancer Services under the applicable Member Contract. Client reserves all other rights and interest, including, without limitation, all Intellectual Property Rights, in and to the Client Materials. Upon completion or termination of the Member Contract, or upon Client’s written request, Freelancer will immediately return all Client Materials to Client and destroy all copies of Client Materials and Deliverables (except for Background Technology as permitted by the Member Contract and/or this Services Agreement) contained in or on Freelancer’s premises, systems, or any other equipment or location otherwise under Freelancer’s control. Within ten days of such request from Client, Freelancer agrees to provide written certification to Client that Freelancer has returned or destroyed all Client Materials and Work Product as provided in this subsection.

Ownership of Work Product and Intellectual Property

Upon Freelancer’s receipt of payment from Client, the Work Product, including, without limitation, all Intellectual Property Rights in the Work Product, will be the sole and exclusive property of Client, and Client will be deemed to be the author thereof. If Freelancer has any Intellectual Property Rights to the Work Product that are not owned by Client upon Freelancer’s receipt of payment from Client, Freelancer hereby automatically irrevocably assigns to Client all worldwide right, title, and interest in and to such Intellectual Property Rights. Except as set forth above, Freelancer retains no rights to use, and will not challenge the validity of Client’s ownership in, such Intellectual Property Rights. Freelancer hereby waives any moral rights, rights of paternity, integrity, disclosure, and withdrawal or inalienable rights under applicable law in and to the Work Product.

License to or Waiver of Other Rights

If Freelancer has any rights to the Work Product, including, without limitation, any Intellectual Property Rights, that cannot be assigned to Client by Freelancer, Freelancer hereby automatically, upon Freelancer’s receipt of payment from Client, unconditionally and irrevocably grants to Client during the term of such rights, an exclusive, even as to Freelancer, irrevocable, perpetual, worldwide, fully-paid, and royalty-free license to such rights, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise any and all such rights. If Freelancer has any rights to such Work Product that cannot be assigned or licensed, Freelancer hereby automatically, upon Freelancer’s receipt of payment from Client, unconditionally and irrevocably waives the enforcement of such rights, and all claims and causes of action of any kind against Client or related to Client’s customers, with respect to such rights, and will, at Client’s request and expense, consent to and join in any action to enforce such rights.

Assistance

Freelancer will assist Client in every way, including by signing any documents or instruments reasonably required, both during and after the term of the Member Contract, to obtain and enforce Intellectual Property Rights relating to Work Product in all countries. In the event Client is unable, after reasonable effort, to secure Freelancer’s signature on any document needed in connection with the foregoing, Freelancer hereby designates and appoints Client and its duly authorized officers and agents as its agent and attorney in fact to act on its behalf to further the purposes of this section with the same legal force and effect as if executed by Freelancer.

6. Competitive or Conflicting Engagements

Freelancer agrees, during the term of the Member Contract, not to enter into a contract or accept an obligation that is inconsistent or incompatible with Freelancer’s obligations under the Member Contract. Freelancer warrants that there is no such contract or obligation in effect as of the date Freelancer accepts the Engagement and none will take effect thereafter. Freelancer further agrees not to disclose to, deliver to, or induce Client to use any confidential information that belongs to anyone other than Client or Freelancer.

7. Confidential Information

Freelancer agrees that during the term of the Member Contract and thereafter, except as expressly authorized in writing by Client, Freelancer (a) will not use or permit the use of Confidential Information (as defined below) in any manner or for any purpose not expressly set forth in the Member Contract; (b) will not disclose or permit others to disclose any Confidential Information to any third party without first obtaining Client’s express written consent; and (c) will limit access to Confidential Information to Freelancer personnel who need to know such information in connection with providing the Freelancer Services to Client. “ Confidential Information” means all information related to Client’s business and prospects or related to Work Product delivered or agreed to be delivered from Freelancer to Client, including, without limitation: (i) Client Materials; (ii) trade secrets, inventions, ideas, processes, computer source and object code, formulae, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (iii) information regarding products or plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; (iv) information regarding the skills and compensation of Client’s employees, contractors, and any other service providers; (v) information designated by Client, either in writing or orally, as Confidential Information, (vi) the existence of any business discussions, negotiations, or agreements between Client and any third party; and (vii) all such information related to any third party that is disclosed to Client or to Freelancer during the course of or in connection with the Engagement or pursuant to the Terms of Service. Notwithstanding the foregoing, it is understood that Freelancer is free to use information that is generally known in the trade or industry, information that is not gained as a result of a breach of the Member Contract, and Freelancer’s own skill, knowledge, know-how, and experience. Confidential Information does not include information that was known to Freelancer prior to Client's disclosure hereunder or that becomes publicly available through no fault of Freelancer.

8. Freelancer Representations and Warranties

Freelancer hereby represents and warrants that (a) the Work Product will be an original work of Freelancer and any third parties will have executed assignment agreement(s) consistent with this Services Agreement prior to being allowed to participate in the development of the Work Product; (b) the Work Product will fully conform to the requirements and terms set forth in the Member Contract; (c) neither the Work Product nor any element thereof will infringe or misappropriate the Intellectual Property Rights of any third party; (d) neither the Work Product nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, or encumbrances; (e) Freelancer will not grant, directly or indirectly, any rights or interest whatsoever in the Work Product to third parties; (f) Freelancer has full right and power to enter into and perform the Member Contract without the consent of any third party; (g) Freelancer has an unqualified right to grant the license to all Background Technology as set forth in the subsection titled “ License to Background Technology”; and (h) Freelancer will comply with all laws and regulations applicable to Freelancer’s obligations under the Member Contract.

9. Indemnification

Freelancer will defend, indemnify, and hold harmless Client against any damage, cost, loss, or expense arising from a claim, suit, or proceeding brought against Client (i) alleging that any Work Product infringes, misappropriates, or otherwise violates any Intellectual Property Rights, or (ii) arising from Freelancer's breach of the terms of this Services Agreement, the User Agreement, or other Terms of Service.

10. Termination

Termination with Cause

Either party has the right to terminate the Member Contract immediately in the event that the other party has materially breached the Member Contract and fails to cure such breach within 15 days of receipt of notice by the non-breaching party, setting forth in reasonable detail the nature of the breach. Such notice must comply with Trademarkcounsels’ Refund and Cancellation Policy and the applicable Dispute Resolution Policies referenced therein. Client may also terminate the Member Contract immediately in its sole discretion in the event of Freelancer’s material breach of the sections titled “Intellectual Property Rights,” “Competitive or Conflicting Engagements,” and “ Confidential Information.”

Return of Property

Upon termination of the Member Contract or upon Client’s request at any other time, Freelancer will deliver to Client all of Client’s property together with all copies thereof, any other materials containing or disclosing any Work Product that Client has paid for, and Confidential Information.

Survival

In addition to the provisions of the Terms of Service that will survive, the following provisions will survive termination of the Member Contract: sections titled “Intellectual Property Rights,” “Confidential Information,” “ Freelancer

Representations and Warranties ,” “Indemnification,” “Return of Property,” “Survival,” “Exclusion and Limitations of Liability,” and “ General Provisions.”

11. Multi-Employee or Multi-Contractor Freelancer

Before any of Freelancer’s employees, contractors, or agents perform services in connection with the Member Contract or have access to Client’s Confidential Information, the employees, contractors, and agents and Freelancer must have entered into a binding written agreement that contains provisions substantially equivalent to the sections titled “Intellectual Property Rights,” “Competitive or Conflicting Engagements,” “ Confidential Information,” and any modifications thereto. Freelancer agrees (a) that its employees, contractors, and agents will not be entitled to or eligible for any benefits that Client may make available to its employees; (b) to limit access to the Confidential Information to those of its employees, contractors, and agents who have a reasonable need to have such access in order to perform the services pursuant to the Member Contract; and (c) to be solely responsible for all expenses incurred by any of its employees, contractors, and agents in performing the services or otherwise performing its obligations under the Member Contract, except as set forth in this Services Agreement.

12. Disclaimer of Warranties

Other than the warranties expressly stated in this Services Agreement or other Terms of Service, Freelancer disclaims all other warranties, express or implied, including the implied warranties of merchantability, accuracy, fitness for a particular purpose, arising by statute or otherwise in law or from a course of dealing or usage or trade. Some states and jurisdictions do not allow for all the foregoing on implied warranties, so to that extent, if any, some or all of the above limitations may not apply.

13. Exclusions and Limitations of Liability

Except for a violation of section 7 titled “ Confidential Information”, in no event will either Freelancer or Client be liable to the other for any special, indirect, consequential, incidental, or punitive damages pursuant to the Member Contract, including, but not limited to, loss of profits, loss of business opportunities, or loss of goodwill, even if advised of the possibility of such damages.

Notwithstanding any other provision of this Services Agreement, except for a violation of section 7 titled “ConfidentialInformation ” and as provided under section 9 titled “ Indemnification”, in no event will either Freelancer or Client be liable to the other for any action or claim related to the services provided for the Engagement, whether based on contract, tort, negligence or any other theory of liability, in an amount in excess of the amount Client paid to Freelancer through the Site during the one-year period immediately preceding the determination of such liability.

Some jurisdictions do not allow for all the foregoing exclusions and limitations of liabilities, so to that extent, if any, some or all of these disclaimers, limitations, and exclusions may not apply to you.

14. General Provisions

Governing Law

This Member Contract and any Claim or action related thereto will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Freelancer located within the United States will be governed by the law of the state in which such Freelancer resides or is legally organized. You agree that any Claim must be resolved as described in the subsections of the User Agreement titled “Informal Dispute Resolution” and “Mandatory Binding Arbitration and Class Action/Jury Trial Waiver.”

Severability

If any provision of the Member Contract is, for any reason, held to be invalid or unenforceable, the other provisions of the Member Contract will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by applicable law.

No Assignment

Dispute Resolution Policy

This Fixed Price Dispute Resolution Policy (this “ Policy”) incorporates all terms, conditions, rules, policies, and guidelines on the Site, including the other Terms of Service (the “Terms of Service”). Capitalized terms not defined in this Policy are defined in the User Agreement or in the other Terms of Service or have the meanings given such terms on the Site. Your use of the Site after the effective date will signify your acceptance of and agreement to this Policy. To the extent permitted by applicable law, we may modify this Policy without prior notice to you, and any revisions to this Policy will take effect when posted on the Site, unless otherwise stated in the revised Policy. Please check the Site often for updates.

If the Refund and Cancellation Policy fails to resolve your Dispute, this Policy provides the mechanism and terms to resolve the Dispute. This Policy does not cover feedback posted on the Site. If you have a complaint involving feedback, please refer to the section titled “ Feedback” in the Site Usage Policy. This Policy does not cover Disputes relating to Hourly Engagements. If you have a Dispute relating to an Hourly Engagement, please refer to the Refund and Cancellation Policy and the Hourly Dispute Resolution Policy. If you have entered into the Payroll Services Agreement for your Engagement, this Policy does not apply; please refer to the Payroll Services Agreement. Disputes with Trademarkcounsels are governed by the User Agreement.

1. Definitions and Key Dates

For all Disputes, you must be aware of the following key dates and terms:

• “Arbitration” means binding non-appearance based arbitration by a neutral third party as described in Section 5.
• “Arbitration Invoice” means an invoice delivered by Trademarkcounsels to Client or Freelancer for its applicable portion of the costs of Arbitration as more particularly described in Section 4 below.
• “Arbitration Limitations Date” means the date 30 days after the date a Dispute Notice Form is filed with Trademarkcounsels.
• “Breach Date” for a Fixed Price Engagement means the later of (1) the date on which the events causing the Dispute with the other Member first took place, or (2) the date on which you learned, or reasonably should have learned, about the events causing the Dispute with the other Member; provided, however, that for a Dispute involving payments or the delivery of a Deliverable for a Fixed Price Engagement, the “Breach Date” is the latter of: (a) the date of the Release of the payment to which the Dispute relates, (b) the date payment was due to be released for a delivered Deliverable, or (c) the date a Deliverable was due to be delivered.
• “Dispute Assistance Deadline” means the date 30 days after all funds are released and withdrawn from an Escrow Account, leaving it with $0. If an Engagement has more than one Milestone, then the Dispute Assistance Deadline will be calculated based on the most recent date that the Escrow Account reached a balance of $0.
• “Trademarkcounsels Dispute Assistance ” means the Dispute assistance provided by Trademarkcounsels as set forth in this Policy.

2. Member Resolution

Trademarkcounsels Dispute Assistance is only available (i) after initial funding of the Escrow Account associated with the Engagement and (ii) until the Dispute Assistance Deadline passes. After the Dispute Assistance Deadline passes, Trademarkcounsels Dispute Assistance is not available to either Freelancer or Client via the Site.

To resolve a Dispute for a Fixed Price Engagement, you must first submit a Dispute Notice Form in the Workroom within 30 days of the Breach Date. If you are a Freelancer, Trademarkcounsels Dispute Assistance is only available if the Escrow Account has a positive balance at the time you file your Dispute. If you are a Client, Trademarkcounsels Dispute Assistance is available through the Dispute Assistance Deadline. Filing a Dispute Notice Form begins the Member resolution process, and you are the “Initiating Party .” If you do not submit a Dispute Notice Form within 30 days of the Breach Date, Trademarkcounsels Dispute Assistance is no longer available to you.

Responding to a Dispute

If an Initiating Party properly initiates a Dispute on the Site by filing a Dispute Notice Form, the other Member (the “ Opposing Party”) has two Business Days following the Initiating Party’s submission of the Dispute Notice Form to submit a Dispute Response. “Dispute Response” means: (1) if the Opposing Party is Client, that Client has not received all Deliverables required for a Release pursuant to the Member Contract, or (2) if the Opposing Party is Freelancer, that Freelancer has delivered all Deliverables required.

Failure to Respond

If the Opposing Party does not submit a Dispute Response to the Site within two Business Days following the Initiating Party’s submission of the Dispute Notice Form, Trademarkcounsels will then notify the Opposing Party and request a response. If the Opposing Party does not respond to Trademarkcounsels within three Business Days of Trademarkcounsels’ notification, then Client and Freelancer will be deemed to have agreed to the remedy sought in the Dispute Notice Form.

3. Trademarkcounsels

If Trademarkcounsels receives a timely Dispute Notice Form and a Dispute Response, Trademarkcounsels will provide notice to both parties (“Call Notice”) to request that they mutually schedule a Dispute assistance call with an Trademarkcounsels facilitator (the “ Facilitator”) to encourage a settlement of the Dispute. The Call Notice will request a response within three Business Days of delivery of such Call Notice. The Facilitator will act solely as a neutral third party and will have no further obligations. The Facilitator will not judge the Dispute and will not make any award. No Facilitator is authorized to make any recommendation or guaranty to the parties regarding the Dispute or its outcome.

One Party Does Not Respond to the Call Notice

If one party responds to the Call Notice within three Business Days of delivery of such Call Notice, but the other does not, Trademarkcounsels will give the non-responding party an opportunity to request Arbitration by sending the non-responding party an invoice for its share of the Arbitration costs (described below). Trademarkcounsels will provide the non-responding party two Business Days to pay the invoice. If the invoice is not paid, Freelancer and Client will be deemed to have irrevocably authorized and instructed EscrowSys to, and EscrowSys will, Release the disputed funds to the party that did respond to the Call Notice, to the extent that any disputed funds remain in the Escrow Account. If no funds remain in the Escrow Account, Trademarkcounsels will close the Dispute.

Neither Party Responds to the Call Notice

If neither party responds to the Call Notice within three Business Days of delivery of such Call Notice, Trademarkcounsels will provide both parties with the option to begin the Arbitration process on or before the Arbitration Limitations Date to start the Arbitration process. If neither party initiates Arbitration by the Arbitration Limitations Date, then Client and Freelancer will be deemed to have authorized and instructed EscrowSys to, and EscrowSys will, Release the disputed funds to Client, to the extent that any disputed funds remain in the Escrow Account. If no funds remain in the Escrow Account, Trademarkcounsels will close the Dispute.

A Call Cannot Be Scheduled

Occasionally, because of time zone differences or other availability issues, a Dispute assistance call cannot be scheduled at a suitable time for everyone involved. When that occurs, Trademarkcounsels will notify both parties that either may request Arbitration on or before the Arbitration Limitations Date.

One Party Elects to Bypass the Dispute Call and Proceed Directly to Arbitration

If either party elects to bypass the Dispute assistance call and proceed to Arbitration after receiving a Call Notice, Trademarkcounsels will invoice that party for its portion of the Arbitration fee (see below). If the requesting party does not pay the invoice within two Business Days of delivery of such invoice, then Trademarkcounsels will send that party a reminder and notify it that it must pay the invoice on or before the Arbitration Limitations Date.

If the party requesting Arbitration is Freelancer, and there are no funds in the Escrow Account, Arbitration is not available. If there are funds available in the Escrow Account and Freelancer does not initiate the Arbitration on or before the Arbitration Limitations Date, Trademarkcounsels will remove the unpaid invoice from Freelancer’s Account and close the Dispute. In that case, Client and Freelancer will be deemed to have irrevocably authorized and instructed EscrowSys to, and EscrowSys will, Release the disputed funds to Client, to the extent that any disputed funds remain in the Escrow Account.

If the party requesting Arbitration is Client, and Client does not initiate Arbitration on or before the Arbitration Limitations Date, Trademarkcounsels will notify Freelancer five days before the Arbitration Limitations Date and provide Freelancer the option to initiate Arbitration by paying Freelancer’s portion of the Arbitration costs on or before the Arbitration Limitations Date. If Freelancer does not initiate the Arbitration as required, then Client and Freelancer will be deemed to have irrevocably authorized and instructed EscrowSys to, and EscrowSys will, Release the disputed funds to Client, to the extent that any disputed funds remain in the Escrow Account. If no funds remain in the Escrow Account, Trademarkcounsels will close the Dispute.

Dispute Assistance Call Scheduled; One or Both of the Parties Does Not Attend

If a Dispute assistance call is scheduled and one party attends (the “ Attending Party”) but the other party does not give prior notice to Trademarkcounsels of non-attendance and fails to attend (the “Non-Attending Party”) the scheduled call, then Trademarkcounsels Dispute Assistance is no longer available. In that case, Trademarkcounsels will deliver an Arbitration invoice to the Non-Attending Party and notify the Non-Attending Party that it has two Business Days to pay the Arbitration invoice in order to initiate Arbitration (“Non-Attendance Notice”). If the Non-Attending Party does not pay the Arbitration invoice within two Business Days of the date of the Non-Attendance Notice, then Client and Freelancer will be deemed to have irrevocably authorized and instructed EscrowSys to, and EscrowSys will, make the Release sought by the Attending Party, if any funds remain in the Escrow Account. If no funds remain in the Escrow Account, Trademarkcounsels will close the Dispute.

If a Dispute assistance call is scheduled and both parties do not give prior notice to Trademarkcounsels of non -attendance and both do not participate in the call, Trademarkcounsels will notify both parties that they have until the Arbitration Limitations Date to demand Arbitration via the Site in accordance with Section 5 titled “ Arbitration for Fixed Price Engagements” below. If neither party demands Arbitration on or before the Arbitration Limitations Date, then Client and Freelancer will be deemed to have irrevocably authorized and instructed EscrowSys to, and EscrowSys will, Release the disputed funds to Client, to the extent that any disputed funds remain in the Escrow Account. If no funds remain in the Escrow Account, Trademarkcounsels will close the Dispute.

Dispute Assistance Call Held; Parties Attend but Fail to Reach Agreement or they agree to Arbitration

If the parties agree to Arbitration during or as a result of the Dispute assistance call, or if one of the parties to the call notifies Trademarkcounsels that it will pursue Arbitration, then Trademarkcounsels will deliver instructions to both parties regarding the process for initiating Arbitration. At the point that Trademarkcounsels send the parties an Arbitration invoice, the parties will each have two Business Days to pay the Arbitration invoice in order to initiate Arbitration. At that point, the process differs depending whether funds are held in the Escrow Account or not.

If Funds are Held in Escrow

If funds are held in the Escrow Account and neither party pays the Arbitration invoice, then Trademarkcounsels will deliver notice to both non-paying parties that if they do not pay the Arbitration invoice within five Business Days after delivery of such notice, the funds in the Escrow Account will be released to Client.

If one party pays the Arbitration invoice (including after initial notice of non-payment), then Trademarkcounsels will deliver notice to the non-paying party that if they do not pay the Arbitration invoice within five Business Days after delivery of such notice, the funds in the Escrow Account will be released to the paying party.

If both parties pay the Arbitration invoice (including after initial notice of non-payment), then Trademarkcounsels will deliver instructions for initiating Arbitration.

If No Funds are Held in Escrow

If no funds are held in the Escrow Account, Trademarkcounsels will notify both parties that Client has the right to proceed to Arbitration and at that time Trademarkcounsels will deliver an Arbitration invoice to Client. If Client does not pay the Arbitration invoice within two Business Days of delivery of such invoice, Trademarkcounsels will notify Client of the Arbitration Limitations Date. If Client does not initiate Arbitration by the Arbitration Limitations Date, Trademarkcounsels will close the Dispute.

4. If Parties Reach Agreement

Any agreement resolving a Dispute must be posted and confirmed by both parties in their Workroom.

5. Arbitration for a Fixed Price Engagement

By using the Site, you agree that each party to a Member Contract has the right to demand Arbitration of a Fixed Price Engagement if the Fixed Price Escrow associated with the Engagement has been funded at least once and (i) if the party is the Freelancer, the Fixed Price Escrow has funds remaining in it and Freelancer requests Arbitration before the Arbitrations Limitation Date, or (ii) if the party is the Client, Client requests Arbitration before the Arbitration Limitations Date. If either Client or Freelancer demands Arbitration in accordance with this Policy and you are not the party that requested Arbitration, you agree to submit to the Arbitration and pay your share of the Arbitration fees detailed below. In any Arbitration, each of you and the other Member is a “Dispute Party,” and collectively you are the “Dispute Parties.”

Any such Arbitration will be conducted by a neutral third-party Arbitration services: the American Arbitration Association (“ AAA”). The Arbitration rules and fees for each are set out in Appendix A (for the AAA) to this Policy. By default, Arbitration will be conducted by AAA unless Trademarkcounsels chooses another Arbitration service.

Filing the Case with the Arbitrator

When a Member (the “Arbitration Plaintiff”) demands Arbitration, or when the circumstances dictate that Trademarkcounsels notify that Member of its right to file for Arbitration as described above, Trademarkcounsels will provide that Member with instructions on initiating the Arbitration. Trademarkcounsels subsequently will invoice the Arbitration Plaintiff for that party’s portion of the applicable Arbitration fees. If the Arbitration Plaintiff does not pay the invoice within three Business Days, then Trademarkcounsels will send the Arbitration Plaintiff a reminder to pay the invoice. If the Arbitration Plaintiff does not pay the invoice within the required time, then the Dispute will be closed and Arbitration will no longer be available to the Arbitration Plaintiff.

If the Arbitration Plaintiff pays the invoice, Trademarkcounsels will contact the other party (“Arbitration Respondent”) to request that the Arbitration Respondent pay its portion of the Arbitration fees as well. If the Arbitration Respondent fails to submit to such Arbitration within five calendar days after the First Arbitration Notice, Trademarkcounsels will suspend the Arbitration Respondent’s Account and send the Arbitration Respondent a notice that it must pay the Arbitration fees. If the Arbitration Respondent does not pay its portion of the Arbitration fees within 15 calendar days of the date of the First Arbitration Notice, then both parties will be deemed to have irrevocably authorized and instructed EscrowSys to, and EscrowSys will, Release the funds sought by the Arbitration Plaintiff in the demand for Arbitration, to the extent such funds remain in the Escrow Account. If no funds remain in the Fixed Price Escrow Account, Trademarkcounsels will close the Dispute.

If both parties pay their portion of the Arbitration fees, Trademarkcounsels will instruct the parties on the process for initiating the Arbitration with the Arbitration service provider. After the parties have initiated the Arbitration, Trademarkcounsels will provide the arbitrator with the Dispute Notice Form, the Dispute Response, and access to the Workroom and its contents.

If Arbitration registration is completed by one party and the other party fails to complete Arbitration registration within 15 days, the party that failed to register will be deemed to have authorized and instructed Trademarkcounsels to, and Trademarkcounsels will, Release the disputed funds to registered party, to the extent that any disputed funds remain in the Escrow Account.

Authorization to Collect Arbitration Fees

When you electronically authorize to pay the invoice sent to you by Trademarkcounsels for your portion of Arbitration fees via the Site, you irrevocably authorize and instruct (i) EscrowSys and its wholly owned subsidiaries, as your agent, to charge your Payment Method for the amount of the payment for credit to your Escrow Account; and (ii) EscrowSys, as escrow agent, to immediately release that amount from your Escrow Account and pay it to Trademarkcounsels. If EscrowSys or its wholly owned subsidiaries cannot collect sufficient funds to fulfil the Escrow for any reason, EscrowSys has no obligation with respect to making the payment to Trademarkcounsels on your behalf, and you will be considered as not having paid your portion of the Arbitration fees as required by this Policy.

Limitations Period for Arbitrations

If both Freelancer and Client fail to demand binding Arbitration for an unresolved Dispute by the Arbitration Limitations Date, then Client and Freelancer will be deemed to have irrevocably authorized and instructed EscrowSys to, and EscrowSys will, Release all funds in the Escrow Account to Client.

Arbitration Award

You agree that the arbitrator is authorized to decide the Dispute within its discretion. You agree that the arbitrator’s award is final, that it may be entered in and enforced by any court of competent jurisdiction, and that if the arbitrator delivers notice of any award to Trademarkcounsels, then Trademarkcounsels and EscrowSys have the right to treat such notice as conclusive and act in reliance thereon.

Fees for Escrow Releases Following Dispute Resolution

All Escrow Releases under this Policy are subject to the normal Service Fees associated with Escrow Accounts, as detailed in the Account Agreement and applicable Escrow Instructions.

6. Notices

Dispute Notice Forms, Dispute Responses, and notification of the closing of a Dispute will be posted in the Workroom. All other notices to a Member required by this Policy will be via email sent by Trademarkcounsels to the Member’s registered email address. Members are solely responsible for maintaining a current, active email address registered with Trademarkcounsels, for checking their email, and for responding to notices sent by Trademarkcounsels to the Member’s registered email address.

7. Failure to Comply with this Policy

Improperly Filed Claims

All claims, disputes, and other disagreements between you and another Member that are covered by this Policy must be resolved in accordance with the terms in this Policy. This Policy incorporates all terms, conditions, rules, policies, and guidelines on the Site, including the provisions relating to chargebacks contained in the other Terms of Service. All claims filed or brought contrary to this Policy will be considered improperly filed, and Trademarkcounsels will have the right to take any other action, including suspension or cancellation of your Account, and any other legal action as Trademarkcounsels deems appropriate in our sole discretion. Should you file a claim contrary to this Policy, the other Member may recover attorneys’ fees and costs up to $2,000, provided that the other Member has notified you in writing of the improperly filed claim, and you fail to promptly withdraw the claim.

8. Abuse

Trademarkcounsels, in our sole discretion, reserves the right to suspend or cancel your Account immediately upon giving notice to you if Trademarkcounsels believes you may be abusing this Policy or as otherwise permitted by the other Terms of Service. However, any Disputes for any Engagements that existed prior to cancellation will be subject to the Terms of Service.

9. Contacting Us

If you wish report a violation of the Terms of Service, have any questions, or need assistance, please contact

Customer Support at:

Web Support: https://www.trademarkcounsels.com/contact.php

Email: support@trademarkcounsels.com

APPENDIX A

RULES AND FEES FOR ARBITRATIONS CONDUCTED BY THE AMERICAN ARBITRATION ASSOCIATION

This Appendix A Summarizes Certain Pertinent Contractual Terms That American Arbitration Association

(AAA) Has Agreed To In Providing Arbitration Services To Clients And Freelancers Who Choose AAA As Their Arbitrator. AAA Is Solely A Third-Party Service Provider. Trademarkcounsels And Our Affiliates Have No Direct Or Indirect Affiliate, Partnership, Joint Venture, Ownership Or Control Relationship With Or Interest In AAA. Trademarkcounsels And Our Affiliates Assume No Responsibility Or Liability For The Services Of AAA.

Appointment of the Arbitrator

All Arbitrations by the AAA are conducted by a single arbitrator.

The AAA will provide the parties the opportunity to participate in arbitrator selection through a strike -and-rank process of pre-qualified arbitrators.

1. Each party will be provided with an identical list of five potential arbitrators and may have up to three calendar days to strike two potential arbitrators and rank the remaining in order of preference. If any party does not return the list within five calendar days, all persons named therein will be deemed acceptable.

2. From among the arbitrators approved on both lists and in accordance with the designated order of mutual preference, the AAA will invite the arbitrator to serve. If for any reason the appointment cannot be made according to this procedure, the AAA will have the power to make the appointment without submission of additional lists.

3. Any arbitrator will be impartial and independent and will perform his or her duties with diligence and in good faith, and will be subject to disqualification for any grounds provided by applicable law.

4. Neither Trademarkcounsels nor any party or party representative will communicate ex parte with an arbitrator or candidate for arbitrator concerning the Arbitration. Notwithstanding the above, Trademarkcounsels and an arbitrator may communicate ex parte solely for the purpose of enabling the arbitrator to access and use the Site and/or the Workroom associated with the Engagement in Dispute.

Rules of the Proceedings

1. The amount at issue in any claims or counterclaims relating to an Engagement will be limited to the sum still held in Escrow and the sum previously released from Escrow for the Engagement.

2. The Arbitration Plaintiff may submit a statement of the case (“ Initial Statement”), not to exceed 1,500 words, within three Business Days of being notified that the case has been filed with the AAA. The Arbitration Plaintiff will post the Initial Statement to the Workroom.

3. The Arbitration Respondent may submit a response (“ Response Statement”), not to exceed 1,500 words,

within three Business Days of receiving the Initial Statement. The Arbitration Respondent will post the Response Statement to the Workroom.

4. Either party may elect to use their Dispute Notice Form or Dispute Response (as applicable) in lieu of creating a separate Initial Statement or Response Statement for the Arbitration. No party may submit new or different claims after the case has been initiated.

5. All proceedings will be “on documents” and the evidence admissible will consist solely and exclusively of Workroom contents at the time the Dispute was submitted to the Trademarkcounsels Dispute resolution process. Any communication taking place outside the Workroom must have been posted to the Workroom within 24 hours of the original transmission of that communication in order to be admissible. Once Arbitration is initiated, the arbitrator can make an award based solely on the Workroom contents and material submitted to initiate the Arbitration. The failure of one party or the other to respond to an arbitrator request or otherwise continue to participate in the Arbitration will not prevent the arbitrator from making an award.

6. The language of the Arbitration will be English.

7. At the arbitrator’s sole discretion, the arbitrator may permit or require the submission of additional written statements from the parties (“Additional Arguments”). The arbitrator is not required to permit Additional

Arguments. If the arbitrator permits Additional Arguments, the arbitrator will establish the schedule and rules for the submission of such Additional Arguments, including any limits on the length of such Additional Arguments.

8. The Arbitration will conclude within 30 calendar days from the date of submission to the AAA, and the arbitrator may grant an extension for good cause not to exceed 14 calendar days.

9. Communications by either party to the arbitrator will be shared with all parties.

10. All awards will be final, non-appealable and enforceable by any court of competent jurisdiction.

11. Neither the AAA nor any arbitrator in a proceeding under these rules and procedures is a necessary or proper party in judicial proceedings relating to the Arbitration. The parties to an Arbitration under these rules and procedures will be deemed to have consented that neither the AAA nor any arbitrator will be liable to any party in any action for damages or injunctive relief for any act or omission in connection with any Arbitration under these rules and procedures.

The Award

The AAA will provide Trademarkcounsels and the parties with a written award promptly upon the conclusion of the Arbitration, and in no event later than 14 calendar days after conclusion of the Arbitration. At the arbitrator’s sole discretion, the arbitrator may provide, but is not required to provide, written reasons for the Award to the parties.

Fees

The fee for Arbitrations by the AAA is $900, regardless of the amount at issue.

Each of the Dispute Parties and Trademarkcounsels will share the cost equally ($300 each).

Client and Freelancer will solely bear and pay any other costs it incurs related to the Arbitration.