Revised: December 30, 2021

             In the absence of a separate services agreement signed by the parties, the terms of this Services Agreement (“Agreement”) govern your use of Draft Builders’ document preparation services (“Services”) and project management platform (“Platform”). The Services and Platform are provided by Draft Builders LLC, a California limit liability company (“Draft Builders”). “You” and “your” refers to you as a user of the Services or Platform.

             YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A LAW FIRM, COMPANY, OR OTHER LEGAL ENTITY (THE “FIRM”) AND REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY, ITS AFFILIATES AND ALL USERS WHO ACCESS THE SERVICES OR PLATFORM THROUGH YOUR ACCOUNT TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT USE THE SERVICES OR PLATFORM. BY USING THE SERVICES OR PLATFORM, YOU ARE AGREEING TO THESE TERMS. PLEASE READ THEM CAREFULLY.

1.         Eligibility.

             The Firm employs patent counsel (“Firm Practitioner”) (which may be you) registered to practice before, and in good standing with, the United States Patent & Trademark Office. Firm Practitioner is responsible for patent work performed on behalf of the Firm or the Firm’s clients, including obtaining invention disclosure materials, filing patent documents, docketing and reporting patent filings to the Firm or the Firm’s clients, and providing legal advice to the Firm or the Firm’s clients including strategic counseling and legal opinions, and for facilitating and overseeing all work performed by Draft Builders for the Firm including providing invention disclosure materials and reviewing and finalizing all patent documents provided by Draft Builders for the Firm.

2.         Services; Payment; No Violation of Rights or Obligations.

             Draft Builders Services are initiated by Firm Practitioners via the project management dashboard at https://draft.builders/dashboard-page/submit-new-work-order/. Depending on the project type, Firm Practitioners may have certain required tasks during the project (e.g., providing project materials like invention disclosures or office actions and reviewing draft documents). Projects rely on a series of tasks being performed sequentially and timely among Firm Practitioners and Draft Builders. When tasks are required by Firm Practitioners, they will receive a notification email including all instructions and secure links.

             The Services are described in Table 1 and also include any other work Draft Builders performs for the Firm or related to the Draft Builders’ actual or proposed business, research, or development.

Table 1. Service descriptions.

             Draft Builders agrees to undertake and complete the Services (as defined above) in accordance with and on the schedule specified in this Section 2. Unless otherwise specifically agreed upon by the Firm in writing (and notwithstanding any other provision of this Agreement), all activity relating to Services will be performed by and only by Draft Builders or Draft Builders’ Service Providers (see Section 7). Service Providers, including Draft Builders’ network of patent practitioner contractors (“Network Practitioners”), are independent contractors of Draft Builders. All Network Practitioners are registered to practice before the United States Patent & Trademark Office (USPTO), are in good standing with the USPTO, and have never been subject to discipline by the USPTO or any state bar. All activities performed by Draft Builders and Draft Builders’ Service Providers in furtherance of the Services are performed within the United States or its territories. Draft Builders agrees that it will not (and will not permit others to) (i) violate any agreement with or rights of any third party or, (ii) except as expressly authorized by the Firm in writing hereafter, use or disclose at any time the Firm’s own or any third party’s Confidential Information or intellectual property received in connection with the Services or otherwise from or on behalf of the Firm.

             As the only consideration due Draft Builders regarding the subject matter of this Agreement, the Firm will pay Draft Builders as (and only as) expressly agreed. Draft Builders’ prices for the Services are included in one or more separate written agreements entered into with the Firm, which will remain the prices for the duration of the Services term. Draft Builders may change prices at any time with consent by the Firm. Price changes are not retroactive but will apply to future Services. All payments are non-refundable, except as expressly set forth in this Agreement. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and the Firm shall be responsible for payment of all such taxes, levies, or duties.

             FEES ARE PAYABLE BY THE FIRM TO DRAFT BUILDERS 7 DAYS AFTER COMPLETION OF THE PENULTIMATE DRAFT OF EACH PROJECT, AS DESCRIBED IN THIS SECTION 2 IN CONNECTION WITH THE SERVICES.

3.         Privilege and Confidentiality.

             a.         Privilege.

             The Firm is engaging Draft Builders to provide the Services to Firm Practitioner in order to assist Firm Practitioner in providing legal advice to the Firm or the Firm’s clients.

             It is understood that only Firm Practitioner and the Firm or the Firm’s clients have the right to assert or waive the attorney-client privilege, not Draft Builders.

             To the extent permitted by law, it is intended and agreed that any communications made between Draft Builders and the Firm or between Draft Builders and Firm Practitioner in connection with the Services shall be privileged and that any such communications shall be made to facilitate communications between Firm Practitioner and the Firm or the Firm’s client and to aid Firm Practitioner in rendering legal advice to the Firm or the Firm’s client. Draft Builders, therefore, shall not divulge to anyone any communication (or part or substance thereof) received from the Firm or Firm Practitioner in connection with the Services.

             b.         Definition of Confidential Information.

             For the purposes of this Agreement, “Confidential Information” (or “the Firm’s Confidential Information”) means (i) any information associated with the Services, including title, assignee name, invention disclosure materials, patent claims, patent search results, office actions, and any resultant work product, that the Firm or Firm Practitioner provides to Draft Builders or that Draft Builders provides to the Firm or Firm Practitioner related to the Services; (ii) this Agreement and the discussions, negotiations and proposals related to this Agreement; and (iii) any other information provided to Draft Builders by Firm or Firm Practitioner that under the circumstances of disclosure should reasonably be considered as confidential or proprietary.

             c.         Restrictions on Use and Disclosure.

             Keeping the Firm’s Confidential Information safe is paramount for Draft Builders. In addition to the obligations respecting privilege described above, Draft Builders will not use the Firm’s Confidential Information except to provide the Firm with the Services as described herein. Draft Builders will maintain in confidence and protect the Firm’s Confidential Information using at least the same degree of care as Draft Builders uses for its own information of a similar nature, but in all events at least a reasonable degree of care. Draft Builders will not directly, or indirectly, without authorization reveal, report, publish, disclose or transfer the Firm’s Confidential Information to any third party; Draft Builders will disclose the Firm’s Confidential Information solely to its employees, consultants and Service Providers and solely on a need-to-know basis as required in connection with performance of the Services.

             Draft Builders will not disclose to anyone that the Firm is Draft Builders’ customer, the existence or the terms of this Agreement, or that the Firm is using the Services, and the Firm will not disclose its relationship with Draft Builders, without prior written consent in each instance from the Firm and Draft Builders.

             d.         Exclusions.

             The restrictions set forth in this Section 3 will not apply with respect to any Confidential Information that: (i) was or becomes publicly known through no fault of Draft Builders; (ii) was rightfully known or becomes rightfully known to Draft Builders without confidential or proprietary restriction from a source other than the Firm or Firm Practitioner who have a right to disclose it; (iii) is approved by the Firm for disclosure without restriction in a written document which is signed by the Firm; or (iv) Draft Builders independently develops without access to or use of the Firm’s Confidential Information. The restrictions set forth in this Section 3 will not restrict Draft Builders from disclosing Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that Draft Builders give the Firm reasonable notice to enable the Firm to contest such order or requirement.

             The restrictions set forth in this Section 3 will survive the termination or expiration of the Firm’s use of the Services.

4.         Conflicts of Interest.

             Network Practitioners shall promptly report to Draft Builders any and all potential conflicts of interest, including business conflicts and subject matter conflicts, encountered during Network Practitioners’ activities related to the Services. Network Practitioners shall cease and avoid any activity related to the Services where a potential conflict exists. While final conflicts clearance is determined by individual Network Practitioners, Draft Builders shall not assign work under this Agreement to a Network Practitioner if such Network Practitioner has reported a conflict of interest related to the Firm or the applicable Firm client.

5.         No Attorney-Client Relationship or Legal Advice.

             The Firm acknowledges and agrees that the communication of information by, in, to or through the Services and the Firm’s receipt or use of it (i) is not provided in the course of and does not create or constitute an attorney-client relationship between Draft Builders and the Firm or the Firm’s clients, (ii) is not intended as a solicitation of legal advice, (iii) is not intended to convey or constitute legal advice, and (iv) is not a substitute for obtaining legal advice from a qualified attorney.

6.         Warranties and Other Obligations.

             Draft Builders represents, warrants and covenants that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services nor any part of this Agreement is or will be inconsistent with any obligation Draft Builders may have to third parties; (ii) all work under this Agreement shall be Draft Builders’ original work; (iii) Draft Builders has the full right to provide the Firm with the assignments and rights provided for herein (and has written enforceable agreements with all persons necessary to give it the rights to do the foregoing and otherwise fully perform this Agreement); (iv) Draft Builders shall comply with all applicable laws and rules in the course of performing the Services; and (v) if Draft Builders’ work requires a license, Draft Builders has obtained that license and the license is in full force and effect.

7.         Service Providers.

             From time to time, Draft Builders may establish a business relationship with other entities who Draft Builders reasonably believes to be trustworthy and who have agreed to maintain privacy and data security practices at least as stringent as those of Draft Builders’ (“Service Providers”). For example, Draft Builders may contract with Service Providers to provide certain services, such as document automation services, patent search services, preparation of formal patent drawings, hosting and maintenance, data storage and management, and marketing and promotions. Draft Builders only provides Service Providers with the information necessary for them to perform these services on Draft Builders’ behalf. Each Service Provider must agree in writing to use reasonable security procedures and practices, appropriate to the nature of the information involved, but no less stringent than those undertaken by Draft Builders under this Agreement, in order to protect the Firm’s Confidential Information from unauthorized access, use, or disclosure. Service Providers are prohibited from using the Firm’s Confidential Information other than as specified by Draft Builders.

             No use of Service Providers shall release Draft Builders from its responsibility for its obligations under this Agreement. Draft Builders shall be responsible for the actions and omissions of all of its employees and Service Providers under this Agreement as if such actions (or omissions) were performed (or not performed) by Draft Builders. Draft Builders shall be responsible for all payments to its Service Providers.

8.         Security.

             Draft Builders shall ensure that it maintains physical, electronic, and procedural safeguards sufficient to protect the confidentiality and security of information transmitted to and received by Draft Builders.

9.         Ownership.

             Other than the Firm’s Confidential Information (see Section 3b), Draft Builders shall own or license all right, title, and interest in and to (a) the Services, including all software, text, media, and other content available via the Services (“Draft Builders’ Content”); and (b) Draft Builders’ trademarks, logos, and brand elements (“Marks”). The Services, Draft Builders’ Content, and Marks are all protected under U.S. and international laws. The look and feel of Draft Builders’ website (https://draft.builders), Platform (https://draft.builders/dashboard) and materials provided via the Services (excluding the Firm’s Confidential Information) are copyright © Draft Builders LLC. All rights reserved. The Firm and Firm Practitioner may not duplicate, copy, or reuse any portion of the HTML/CSS, JavaScript, text, or visual design elements or concepts without express written permission from Draft Builders.

10.       Term and Termination.

             Draft Builders reserves the right to not provide the Services or Platform to any person. Draft Builders also reserves the right to terminate any user’s right to access the Services or Platform at any time, in Draft Builders’ discretion. If you violate any of this Agreement, your permission to use the Services or Platform automatically terminates.

             The term of this Agreement commences when the Services commence and continues until terminated under the terms hereunder.

             If either party breaches a material provision of this Agreement, the other party may terminate this Agreement upon fifteen (15) days’ notice, unless the breach is cured within the notice period. Draft Builders and the Firm also may both terminate this Agreement at any time, with or without cause, upon thirty (30) days’ notice if terminated by Firm and upon sixty (60) days’ notice if terminated by Draft Builders.  If (and only if) termination under this Section 10 is without cause, the Firm shall upon such termination pay Draft Builders all unpaid, undisputed amounts due for the Services completed prior to notice of such termination.

             Sections 2 (subject to the limitations set forth in Section 3c) through 16 of this Agreement and any remedies for breach of this Agreement shall survive any termination or expiration of this Agreement.

             Within 20 days after the Firm’s request or expiration or termination of this Agreement, Draft Builders shall return or destroy the Firm’s Confidential Information. If the Firm’s Confidential Information is destroyed, Draft Builders shall provide Firm with a certificate of destruction listing each item destroyed within five calendar days after destruction.

11.       Assignment.

             This Agreement and the Services contemplated hereunder are personal to Draft Builders and the Firm shall not have the right or ability to assign, transfer or subcontract any rights or obligations under this Agreement without the written consent of Draft Builders. Any attempt to do so shall be void. Draft Builders may fully assign and transfer this Agreement in connection with a merger, acquisition, sale of all or substantially all assets or equity, or by operation of law.

12.       Notice.

             All notices under this Agreement shall be in writing and shall be deemed given when personally delivered, or three days after being sent by prepaid certified or registered U.S. mail to the address of the party to be noticed as set forth herein or to such other address as such party last provided to the other by written notice.

13.       Disclaimer and Limitations on Liability.

             THE FIRM USES THE SERVICES AT THE FIRM’S OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY LAW, EXCEPT AS SPECIFIED IN THIS AGREEMENT, EACH PARTY AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, AND LICENSORS (“AFFILIATES”) DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

             THE FIRM UNDERSTANDS AND AGREES THAT ANY MATERIAL OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICES IS DONE AT THE FIRM’S OWN RISK AND THAT THE FIRM WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM DOING SO. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE FIRM FROM DRAFT BUILDERS OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THIS AGREEMENT.

             TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DRAFT BUILDERS BE LIABLE TO THE FIRM OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF PROFITS, REVENUE, OR DATA) OR FOR THE COST OF OBTAINING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT DRAFT BUILDERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

             TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DRAFT BUILDERS’ TOTAL CUMULATIVE LIABILITY TO THE FIRM OR ANY THIRD PARTY UNDER THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES THE FIRM HAS ACTUALLY PAID DRAFT BUILDERS DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO SUCH LIABILITY.

             THE DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS SECTION DO NOT APPLY TO INDEMNIFICATION OBLIGATIONS; EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OR SECURITY OBLIGATIONS; OR FRAUD, WILLFUL OR INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE.

             The Firm understands and agrees that Draft Builders has set prices and entered into this Agreement with the Firm in reliance upon the limitations of liability set forth in this Agreement, which allocate risk between the Firm and Draft Builders and form the basis of a bargain between the parties.

14.       Indemnification.

             The Firm agrees to indemnify and hold harmless Draft Builders and its affiliates from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorneys’ fees and legal costs) of any kind or nature, arising from or relating to, any actual or alleged breach of Section 3 (Privilege and Confidentiality) of this Agreement by the Firm or Firm Practitioner. If Draft Builders assumes the defense of such a matter, the Firm will reasonably cooperate with Draft Builders in such defense.

             Draft Builders agrees to indemnify and hold harmless Firm and Firm Practitioner from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorneys’ fees and legal costs) of any kind or nature, arising from or relating to, any actual or alleged breach of Section 3 (Privilege and Confidentiality), Section 4 (Conflicts of Interest), Section 7 (Service Providers), and Section 8 (Security) of this Agreement by Draft Builders or allegations that the Services or the use of the Services under this Agreement, infringe or misappropriate any intellectual property right, or otherwise violate any right, of any third party. If Draft Builders assumes the defense of such a matter, the Firm and Firm Practitioner will reasonably cooperate with Draft Builders in such defense.

15.       Arbitration Agreement & Waiver of Certain Rights.

             The Firm and Draft Builders agree to resolve any disputes between the Firm and Draft Builders through binding and final arbitration instead of through court proceedings. The Firm and Draft Builders hereby waive any right to a jury trial of any Claim (defined below). All controversies, claims, counterclaims, or other disputes arising between the Firm and Draft Builders relating to this Agreement or the Services (each a “Claim”) shall be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision in any such arbitration will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.

             If the Firm demonstrates that the costs of arbitration will be prohibitive as compared to the costs of litigation, Draft Builders will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

             This arbitration agreement does not preclude the Firm and Draft Builders from seeking action by federal, state, or local government agencies other than courts. In addition, the Firm and Draft Builders retain the right to apply to any court of competent jurisdiction for provisional equitable relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with this Agreement, nor a waiver of the right to have disputes submitted to arbitration as provided in this Agreement.

             Neither the Firm nor Draft Builders may act as a class representative or private attorney general, nor participate as a member of a class of claimants, with respect to any Claim. Claims may not be arbitrated on a class or representative basis. The arbitrator can decide only the Firm’s and/or Draft Builder’s individual Claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.

             If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. No waiver of any provision of this Section of this Agreement will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of this Agreement. This Section of this Agreement will survive the termination of the Firm’s relationship with Draft Builders.

             THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR SPECIFIO WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

16.       Other Provisions.

             Under no circumstances will either party be held liable for its delay or failure in performance due to any acts of nature or other unforeseeable causes beyond such party’s reasonable control.

             This Agreement will be governed by and construed in accordance with the laws of the State of California, without giving effect to any conflict of laws rules or provisions.

             The Firm agrees that subject to the Section 15 of this Agreement, any action of whatever nature arising from or relating to this Agreement or the Services will be filed only in the state or federal courts located in Los Angeles County, California. The Firm consents and submits to the personal jurisdiction of such courts for the purposes of any such action.

             If any provision of this Agreement is found to be unlawful or unenforceable, then that provision will be deemed severable from this Agreement and will not affect the enforceability of any other provision.

             The failure by a party to enforce any right or provision of this Agreement will not prevent such party from enforcing such right or provision in the future.

17.       Changes to These Terms.

             From time to time, Draft Builders may change terms of this Agreement. If such terms are changed, Draft Builders will give you notice by posting the revised terms on the Platform. Those changes will go into effect on the Revision Date shown in the revised terms. By continuing to use the Services or Platform, you are agreeing to the revised terms.

             Please print a copy of this Agreement for your records and PLEASE check the Platform frequently for any changes to the Agreement.