Terms of Service

As used in these Terms of Service ("Terms"), the following capitalized terms have the meanings set forth below:

"Account" means a registered user account on the Platform, identified by a unique email address and secured by user-created credentials.

"AI Systems" means the artificial intelligence models, including but not limited to Claude (developed by Anthropic) and Gemini (developed by Google), that generate Draft Materials through the Platform.

"Application Preparation Service" means the paid Service through which the Platform generates a Draft Application for a federal trademark registration with the United States Patent and Trademark Office.

"Clearance Search Service" means the free Service through which the Platform searches the USPTO Database for potential conflicts with a user-submitted mark.

"Company," "we," "us," or "our" means Wolff, Inc, a New York corporation doing business as MarkDesk, with its principal address at 255 Lorimer St, Apt 851, Brooklyn, NY 11206.

"Delivery" means the date and time at which a completed Deliverable is made accessible to a User within the Platform or transmitted to a User's registered email address.

"Deliverable" means any Draft Materials, search reports, or other work product generated through a paid Service and made available to a User following Quality Review.

"Draft Application" means an AI-generated trademark application document that includes ID Manual classification, specimen validation analysis, and a filing-ready summary, prepared for User self-filing with the USPTO.

"Draft Materials" means all documents, analyses, reports, and written content generated by AI Systems through the Platform. This includes but is not limited to Draft Applications, office action response drafts, and search reports.

"Feedback" means any suggestions, ideas, or feedback regarding the Platform or Services that you provide to the Company.

"Fees" means the amounts charged by the Company for paid Services, as set forth in Section 5 and on the Platform's pricing page at the time of purchase.

"Monitoring Service" means the paid subscription Service through which the Platform conducts ongoing surveillance of the USPTO Database for marks that may conflict with a User's registered or pending mark.

"Office Action Response Service" means the paid Service through which the Platform generates a draft response to a USPTO office action, available in Procedural and Substantive tiers.

"Platform" means the website located at markdesk.wolff.sh, including all subdomains, pages, features, APIs, and functionality accessible through that domain.

"Privacy Policy" means the Company's privacy policy available at [markdesk.wolff.sh/privacy], as updated from time to time.

"Quality Review" means a limited review of Draft Materials by a Reviewing Attorney for general completeness, coherence, and conformity with USPTO formatting requirements. This review is conducted at a level determined by the Company in its discretion.

"Reviewing Attorney" means a licensed attorney engaged by the Company as an independent contractor to perform Quality Review of Draft Materials. Reviewing Attorneys are not employees of the Company and do not represent Users.

"Service" or "Services" means any or all of the following offerings provided through the Platform: (a) the Clearance Search Service; (b) the Application Preparation Service; (c) the Office Action Response Service (Procedural); (d) the Office Action Response Service (Substantive); and (e) the Monitoring Service.

"Stripe" means Stripe, Inc., the third-party payment processor used by the Company to process all payment transactions.

"Terms" means these Terms of Service, as amended from time to time in accordance with Section 20.

"User," "you," or "your" means any individual or entity that accesses the Platform or uses any Service, whether or not such individual or entity has created an Account.

"User Content" means all information, documents, files, images, text, and other materials uploaded to or submitted through the Platform by a User. This includes but is not limited to trademark specimens, office action PDFs, business descriptions, and mark descriptions.

"USPTO" means the United States Patent and Trademark Office.

"USPTO Database" means the Company's database of more than twenty-seven million (27,000,000) live trademark records sourced from the USPTO's publicly available data portal.

2.1 Binding Agreement. These Terms constitute a legally binding agreement between you and the Company. By clicking "I Accept," "I Agree," "Create Account," or any similar affirmative button during Account registration or Service purchase, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. This includes the mandatory individual arbitration provision and class action waiver in Section 18, which affects how disputes between you and the Company are resolved.

2.2 Clickwrap Formation. These Terms are presented to you through a clickwrap mechanism. No access to paid Services will be granted until you affirmatively manifest assent by clicking the designated acceptance button. Your click constitutes your electronic signature under the Electronic Signatures in Global and National Commerce Act (15 U.S.C. Section 7001 et seq.) and the New York Electronic Signatures and Records Act (N.Y. State Tech. Law Section 301 et seq.).

2.3 Capacity. By accepting these Terms, you represent and warrant that: (a) you are at least eighteen (18) years of age; (b) you have the legal capacity to enter into a binding contract; and (c) if accepting on behalf of an entity, you have authority to bind that entity to these Terms.

2.4 Eligibility. The Services are available only to Users located within the United States. By accepting these Terms, you represent and warrant that you are physically located in the United States.

2.5 Additional Terms. Certain Services may be subject to additional terms presented at the time of purchase. Such additional terms are incorporated into these Terms by reference. In the event of a conflict between these Terms and any additional terms, the additional terms will control with respect to the applicable Service.

3.1 Clearance Search Service. The Clearance Search Service allows Users to search the USPTO Database for existing trademark registrations and pending applications that may conflict with a User's proposed mark. This Service is provided at no charge. Search results are generated algorithmically and reflect only the contents of the USPTO Database at the time of the search.

3.2 Application Preparation Service. For a one-time Fee of three hundred forty-nine dollars ($349), the Application Preparation Service generates a Draft Application using AI Systems. The Draft Application includes: (a) classification of goods and services using the USPTO Acceptable Identification of Goods and Services Manual; (b) specimen validation analysis; and (c) a filing-ready summary.

All Draft Applications undergo Quality Review prior to Delivery. The User is solely responsible for filing the Draft Application with the USPTO.

3.3 Office Action Response Service -- Procedural. For a one-time Fee of one hundred seventy-nine dollars ($179), this Service generates a draft response to procedural USPTO office actions. These include requests for additional specimens, classification amendments, or informalities. All draft responses undergo Quality Review prior to Delivery.

3.4 Office Action Response Service -- Substantive. For a one-time Fee of two hundred ninety-nine dollars ($299), this Service generates a draft response to substantive USPTO refusals. These include but are not limited to: (a) likelihood of confusion under Section 2(d) of the Lanham Act; (b) descriptiveness refusals; and (c) genericness refusals. All draft responses undergo Quality Review prior to Delivery.

3.5 Monitoring Service. For a Fee of ninety-nine dollars ($99) per year or twelve dollars ($12) per month, the Monitoring Service provides ongoing surveillance of the USPTO Database for newly filed applications or registrations that may conflict with a User's specified mark. Monitoring reports are delivered at intervals determined by the Company. The Monitoring Service is a subscription that auto-renews in accordance with Section 21.

3.5.1 Monitoring Scope Limitations. The Monitoring Service monitors only the USPTO Database as defined in Section 1. The Monitoring Service does NOT monitor: (a) state trademark registrations; (b) common law (unregistered) trademarks; (c) international trademark registrations not recorded with the USPTO; (d) domain name registrations; (e) business name registrations; (f) social media accounts; or (g) any other source outside the USPTO Database.

The Monitoring Service does not constitute legal protection or enforcement of your trademark rights. You are solely responsible for deciding whether and how to respond to any monitoring alert.

3.6 Service Delivery Timeline. The Company will use commercially reasonable efforts to deliver paid Deliverables within the timeframes published on the Platform at the time of purchase. Delivery timelines are estimates and not guarantees.

4.1 Account Required. You must create an Account to access paid Services. The Clearance Search Service may be used without an Account, subject to usage limits imposed by the Company.

4.2 Accurate Information. You agree to provide accurate, current, and complete information during registration and to update such information to maintain its accuracy. The Company may suspend or terminate any Account containing materially inaccurate information.

4.3 Account Security. You are solely responsible for maintaining the confidentiality of your Account credentials and for all activity that occurs under your Account. You agree to notify the Company immediately at markdesk@wolff.sh upon discovering any unauthorized use of your Account.

4.4 One Account Per Person. Each individual may maintain only one Account. The Company may terminate duplicate Accounts without notice.

5.1 Current Fees. The Fees for paid Services are as follows:

| Service | Fee | |---------|-----| | Clearance Search | Free | | Application Preparation | $349 (one-time) | | Office Action Response -- Procedural | $179 (one-time) | | Office Action Response -- Substantive | $299 (one-time) | | Monitoring (Annual) | $99/year | | Monitoring (Monthly) | $12/month |

5.2 Payment Processing. All payments are processed by Stripe. By submitting payment, you agree to Stripe's terms of service (available at https://stripe.com/legal). The Company does not store, access, or retain your credit card number, debit card number, or bank account information.

5.3 Payment Due. Fees for one-time Services are due in full at the time of purchase. Monitoring Service Fees are due at the start of each billing period (monthly or annual, as selected by the User).

5.4 Taxes. All Fees are exclusive of applicable taxes. You are responsible for all sales, use, and similar taxes imposed by any governmental authority on your purchase, excluding taxes based on the Company's income.

5.5 Failed Payments. If a payment fails, the Company will attempt to process the payment up to three (3) additional times over a period of seven (7) days. If all attempts fail, the Company may suspend your access to the applicable Service until payment is successfully processed.

5.6 Price Changes. The Company may change Fees for any Service upon not fewer than sixty (60) days' advance written notice sent to your registered email address. Price changes take effect at the start of the next billing period following the notice period.

Your continued use of a Service after a price change takes effect constitutes your acceptance of the new Fee. If you do not agree to a price change, you must cancel the applicable Service before the new Fee takes effect.

6.1 Satisfaction Guarantee. For all paid one-time Services (Application Preparation, Office Action Response -- Procedural, and Office Action Response -- Substantive), you may request a full refund within seven (7) calendar days after the date of Delivery. To request a refund, you must email markdesk@wolff.sh with the subject line "Refund Request" and include your Account email and the order identification number.

6.2 Refund Processing. Approved refunds will be credited to the original payment method within ten (10) business days of the Company's receipt of a valid refund request.

6.3 Monitoring Service Refunds. The Monitoring Service is not eligible for prorated refunds. If you cancel the Monitoring Service, your access continues through the end of the current paid billing period, and no refund is issued for the remaining time in that period. See Section 21 for cancellation procedures.

6.4 Limitations. The Company reserves the right to deny a refund request if the Company has a reasonable, good-faith basis to believe the request is fraudulent or part of a pattern of abuse. Users who receive more than three (3) refunds within any twelve (12) month period may be subject to additional review before further refund requests are processed. The Company will provide written explanation for any denied refund request within five (5) business days.

7.1 Corporate Status. Wolff, Inc (d/b/a MarkDesk) is a technology company. THE COMPANY IS NOT A LAW FIRM. THE COMPANY DOES NOT PRACTICE LAW. THE COMPANY IS NOT LICENSED TO PRACTICE LAW IN ANY JURISDICTION.

7.2 No Legal Advice. No information provided through the Platform constitutes legal advice. This includes but is not limited to Draft Materials, search results, Monitoring reports, help articles, blog posts, and customer support communications. NOTHING ON THE PLATFORM OR IN ANY DELIVERABLE SHOULD BE CONSTRUED AS LEGAL ADVICE.

7.3 Independent Judgment. You acknowledge and agree that: (a) the Services are informational and preparatory in nature; (b) you are solely responsible for all decisions regarding your trademark strategy, including whether to file an application, how to respond to office actions, and whether to pursue or abandon a mark; and (c) you should consult with a licensed attorney in your jurisdiction for legal advice specific to your situation.

7.4 No Solicitation. Nothing in the Platform's content, advertising, or communications constitutes a solicitation of legal services or a recommendation to retain any particular attorney.

7.5 Pro Se Filing. You acknowledge and agree that by using the Services, you are choosing to file trademark applications and responses with the USPTO pro se (that is, representing yourself without the assistance of a licensed trademark attorney of record). The Company does not file documents on your behalf, does not appear as counsel of record on any filing, and does not represent you before the USPTO in any capacity.

8.1 AI Generation. You acknowledge and agree that all Draft Materials are initially generated by AI Systems. AI Systems produce content based on pattern recognition and statistical inference. They may produce content that is inaccurate, incomplete, outdated, or inapplicable to your specific circumstances.

8.2 Limitations of AI. AI-generated content may contain: (a) factual errors; (b) legal citations that are incorrect or outdated; (c) misclassification of goods and services; (d) failure to identify relevant prior art or conflicting marks; (e) responses that do not address all grounds for refusal in an office action; and (f) other errors or omissions.

8.3 Quality Review Does Not Cure All Errors. While all paid Deliverables undergo Quality Review by a Reviewing Attorney, Quality Review is limited to checking for completeness, coherence, and conformity with USPTO formatting requirements. QUALITY REVIEW DOES NOT GUARANTEE THE ACCURACY, CORRECTNESS, LEGAL SUFFICIENCY, OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY DELIVERABLE. QUALITY REVIEW DOES NOT TRANSFORM AI-GENERATED CONTENT INTO ATTORNEY WORK PRODUCT.

8.4 User Verification Obligation. You are solely responsible for independently verifying all information contained in any Deliverable before relying upon it or submitting it to the USPTO or any other party. The Company recommends that you retain independent legal counsel to review all Deliverables prior to filing.

9.1 No Attorney-Client Relationship. No attorney-client relationship exists or is created between you and the Company, between you and any Reviewing Attorney, or between you and any employee, officer, director, or agent of the Company. YOU ACKNOWLEDGE AND AGREE THAT NO ATTORNEY-CLIENT RELATIONSHIP EXISTS, HAS EXISTED, OR WILL EXIST BY VIRTUE OF YOUR USE OF THE PLATFORM OR ANY SERVICE.

9.2 Reviewing Attorney Role. Reviewing Attorneys are independent contractors engaged by the Company to perform Quality Review as part of the Company's internal quality assurance process. Reviewing Attorneys do not: (a) represent you; (b) owe you any fiduciary duty; (c) provide you with legal advice; (d) exercise independent professional judgment on your behalf; or (e) advocate for your interests.

9.3 No Confidentiality Privilege. Communications between you and the Company, including User Content uploaded to the Platform, are not protected by attorney-client privilege. The Company maintains confidentiality of User Content in accordance with its Privacy Policy, but such confidentiality does not give rise to privilege.

9.4 No Reliance on Reviewing Attorneys. You agree that you will not rely on the fact that a Reviewing Attorney has reviewed a Deliverable as a substitute for obtaining independent legal counsel.

10.1 Database Limitations. The USPTO Database contains more than twenty-seven million (27,000,000) live trademark records sourced from the USPTO's publicly available data portal. However, the USPTO Database: (a) may not include the most recently filed applications due to delays in the USPTO's publication schedule; (b) does not include state trademark registrations; (c) does not include unregistered common law trademarks; (d) does not include international trademark registrations except to the extent they are recorded with the USPTO; and (e) may contain records that are stale, incomplete, or incorrectly categorized in the source data.

10.2 Search Algorithm Limitations. The Clearance Search Service uses algorithmic matching that may: (a) fail to identify marks that are phonetically similar but spelled differently; (b) fail to identify marks in related but non-identical classes of goods and services; (c) fail to identify design marks that are conceptually similar to a word mark; (d) return false positives for marks that would not create a likelihood of confusion; and (e) miss other conflicts that a comprehensive professional search would identify.

10.3 Not a Comprehensive Clearance Search. The Clearance Search Service is not a substitute for a comprehensive trademark clearance search conducted by a qualified trademark attorney or professional search firm. A comprehensive clearance search would typically include searches of state registrations, common law sources, domain names, business registries, and other sources not included in the USPTO Database.

10.4 No Guarantee of Availability. A search result indicating no conflicts does not guarantee that your proposed mark is available for use or registration. The absence of a conflict in the USPTO Database does not mean that no conflict exists.

11.1 USPTO Independence. The USPTO is an independent federal agency that makes registration determinations in its sole discretion based on its own examination of applications. The Company has no influence over, control over, or special relationship with the USPTO.

11.2 No Registration Guarantee. The Company does not guarantee that any trademark application prepared through the Application Preparation Service will be approved or registered by the USPTO. The Company does not guarantee that any office action response prepared through the Office Action Response Service will result in the withdrawal of a refusal or the advancement of an application.

11.3 No Use Guarantee. The Company does not guarantee that your use of a mark will not infringe the rights of third parties, even if the Clearance Search Service does not identify a conflict.

11.4 Factors Beyond Company Control. Registration outcomes depend on factors entirely outside the Company's control, including but not limited to: (a) the examining attorney assigned to your application; (b) third-party oppositions or cancellation proceedings; (c) changes in USPTO policy or examining procedures; (d) the inherent distinctiveness of your mark; and (e) the scope and nature of prior rights held by third parties.

11.5 No Deadline Responsibility. The Company is not responsible for meeting any filing deadlines, response deadlines, or statutory time limits imposed by the USPTO or any other authority. You are solely responsible for monitoring all applicable deadlines and ensuring timely filing of all documents.

The Company does not track your deadlines and will not notify you of approaching deadlines unless you have subscribed to a Service that expressly includes deadline tracking. Even then, such notifications are provided as a courtesy and do not constitute a guarantee of timely notice.

You acknowledge that failure to meet a USPTO deadline may result in abandonment of your application or loss of trademark rights. The Company will have no liability for any such loss.

12.1 Lawful Use. You agree to use the Platform and Services only for lawful purposes and in compliance with all applicable federal, state, and local laws and regulations.

12.2 Accurate Submissions. You represent and warrant that all User Content you submit is accurate, truthful, and not misleading. You acknowledge that inaccurate submissions may result in inaccurate Deliverables and that the Company bears no responsibility for errors caused by inaccurate User Content.

You further represent and warrant that for any intent-to-use application prepared through the Application Preparation Service, you have a bona fide intention to use the mark in commerce on or in connection with the goods or services identified in the application, as required by 15 U.S.C. Section 1051(b).

12.3 Prohibited Conduct. You agree not to: (a) use the Platform to prepare applications for marks you know to be confusingly similar to existing marks with the intent to cause confusion; (b) submit fraudulent specimens or false statements of use; (c) use automated tools, bots, or scripts to access the Platform except as expressly authorized by the Company; (d) attempt to reverse-engineer, decompile, or disassemble any portion of the Platform; (e) interfere with or disrupt the Platform's infrastructure; (f) access another User's Account without authorization; (g) use the Platform in a manner that violates the intellectual property rights of any third party; (h) submit User Content that contains malware, viruses, or other harmful code; or (i) resell, redistribute, or sublicense access to the Services without the Company's prior written consent.

12.4 Filing Responsibility. You are solely responsible for filing all trademark applications and office action responses with the USPTO. The Company prepares Draft Materials but does not file documents with the USPTO on your behalf.

12.5 Consequences of Violation. Violation of this Section 12 may result in immediate suspension or termination of your Account without refund, in addition to any other remedies available to the Company at law or in equity.

13.1 Company Intellectual Property. The Platform, including its software, design, text, graphics, logos, and all other content created by the Company (excluding User Content and Draft Materials delivered to Users), is the exclusive property of the Company and is protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, or create derivative works based on any Company intellectual property without the Company's prior written consent.

13.2 User Content License. By uploading User Content to the Platform, you grant the Company a non-exclusive, royalty-free, worldwide license to use, process, store, and transmit such User Content solely for the purpose of providing the Services to you. This license terminates upon deletion of your Account, subject to the data retention periods set forth in the Privacy Policy and Section 14.

13.3 Ownership of Deliverables. Upon Delivery and payment of all applicable Fees, you own the Deliverables prepared for you. The Company retains no ownership interest in Deliverables after Delivery. However, the Company retains the right to use anonymized and aggregated data derived from Deliverables for the purpose of improving the Services.

13.4 Trademark Rights. Nothing in these Terms grants you any trademark rights. Trademark rights arise from use in commerce and/or registration with the USPTO, not from the preparation of a trademark application.

13.5 Feedback. If you provide the Company with Feedback, you grant the Company a perpetual, irrevocable, royalty-free license to use such Feedback for any business purpose, including improving the Platform and Services, without compensation or attribution to you.

14.1 Privacy Policy. The Company's collection, use, and disclosure of personal information is governed by the Privacy Policy. The Privacy Policy is incorporated into these Terms by reference.

14.2 Data Retention. Upon deletion of your Account, the Company will retain your personal information and User Content for a period of ninety (90) days to comply with legal obligations, resolve disputes, and enforce these Terms. After the ninety (90) day retention period, the Company will delete or anonymize your personal information and User Content, except where longer retention is required by applicable law.

14.3 Security. The Company implements commercially reasonable administrative, technical, and physical safeguards to protect User Content and personal information. However, no method of electronic transmission or storage is completely secure, and the Company cannot guarantee absolute security.

14.4 Third-Party Processors. The Company uses third-party service providers to assist in providing the Services. These include but are not limited to Stripe for payment processing and cloud infrastructure providers for data storage. These providers access User data only as necessary to perform their services and are bound by contractual obligations to protect such data.

14.5 AI Provider Data Processing. To provide the Services, the Company transmits User Content to AI Systems operated by Anthropic, PBC (Claude) and Google LLC (Gemini). This transmission is necessary for the generation of Draft Materials.

The Company's agreements with these providers prohibit them from using your User Content to train their AI models. However, User Content may be temporarily retained by AI providers for abuse monitoring and safety purposes in accordance with their respective data processing agreements. By using the Services, you consent to this transmission.

THE FOLLOWING DISCLAIMER IS A MATERIAL TERM OF THESE TERMS:

15.1 AS-IS BASIS. THE PLATFORM AND ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO: (A) IMPLIED WARRANTIES OF MERCHANTABILITY; (B) IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE; (C) IMPLIED WARRANTIES OF NON-INFRINGEMENT; (D) WARRANTIES OF ACCURACY, RELIABILITY, OR COMPLETENESS; AND (E) WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OF TRADE, OR COURSE OF PERFORMANCE.

15.2 NO WARRANTY OF RESULTS. THE COMPANY DOES NOT WARRANT THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY DELIVERABLE WILL BE ACCURATE, COMPLETE, OR LEGALLY SUFFICIENT; (D) ANY TRADEMARK APPLICATION WILL BE APPROVED; (E) ANY OFFICE ACTION RESPONSE WILL BE SUCCESSFUL; (F) THE CLEARANCE SEARCH WILL IDENTIFY ALL POTENTIAL CONFLICTS; OR (G) THE MONITORING SERVICE WILL DETECT ALL CONFLICTING MARKS.

15.3 AI SYSTEM DISCLAIMER. YOU ACKNOWLEDGE THAT AI SYSTEMS ARE INHERENTLY IMPERFECT AND THAT AI-GENERATED CONTENT MAY CONTAIN ERRORS, OMISSIONS, HALLUCINATIONS, OR INACCURACIES. THE COMPANY DOES NOT WARRANT THE OUTPUT OF ANY AI SYSTEM.

15.4 QUALITY REVIEW DISCLAIMER. QUALITY REVIEW BY A REVIEWING ATTORNEY IS A LIMITED QUALITY ASSURANCE CHECK. IT IS NOT A LEGAL OPINION. IT IS NOT A GUARANTEE OF ACCURACY. IT DOES NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP. IT DOES NOT TRANSFORM THE DELIVERABLE INTO ATTORNEY WORK PRODUCT.

THE FOLLOWING LIMITATION IS A MATERIAL TERM OF THESE TERMS:

16.1 LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR ANY SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE GREATER OF: (A) ONE HUNDRED DOLLARS ($100); OR (B) THE TOTAL FEES PAID BY YOU TO THE COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

16.2 EXCLUSION OF DAMAGES. IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REVIEWING ATTORNEYS, OR AFFILIATES BE LIABLE FOR ANY: (A) INDIRECT DAMAGES; (B) INCIDENTAL DAMAGES; (C) SPECIAL DAMAGES; (D) CONSEQUENTIAL DAMAGES; (E) PUNITIVE OR EXEMPLARY DAMAGES; (F) LOSS OF PROFITS, REVENUE, OR BUSINESS; (G) LOSS OF DATA; (H) LOSS OF GOODWILL; (I) LOSS OF TRADEMARK RIGHTS OR REGISTRATION OPPORTUNITIES; (J) COSTS OF SUBSTITUTE SERVICES; OR (K) COSTS OF COVER, REGARDLESS OF WHETHER THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.3 Basis of the Bargain. You acknowledge that the Company has set its Fees and entered into these Terms in reliance upon the limitations of liability and disclaimers of warranties set forth in these Terms. These limitations and disclaimers form an essential basis of the bargain between the parties. The limitations in this Section 16 apply regardless of whether a remedy fails of its essential purpose.

16.4 Exceptions. Nothing in this Section 16 limits the Company's liability for: (a) the Company's own fraud or intentional misrepresentation; or (b) any liability that cannot be excluded or limited under applicable law.

17.1 Your Indemnification Obligation. You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, Reviewing Attorneys, and affiliates from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Platform or Services; (b) your User Content; (c) your filing of any document with the USPTO based on a Deliverable; (d) your violation of these Terms; (e) your violation of any applicable law or regulation; (f) your infringement or misappropriation of any third party's intellectual property rights; or (g) any dispute between you and any third party relating to your trademark.

17.2 Procedure. The Company will provide you with prompt written notice of any claim subject to indemnification. Failure to provide timely notice does not relieve your indemnification obligation except to the extent you are materially prejudiced by such failure.

You will have the right to control the defense of such claim with counsel of your choosing, subject to the Company's prior written approval of such counsel (not to be unreasonably withheld). The Company may participate in the defense at its own expense.

17.3 Limitation. Despite the general indemnification obligation in Section 17.1, your indemnification obligation does not apply to the extent a claim arises from: (a) the Company's gross negligence or willful misconduct; (b) a material defect in the Platform that the Company knew about and failed to correct; or (c) a breach of these Terms by the Company.

THE FOLLOWING ARBITRATION PROVISION AND CLASS ACTION WAIVER ARE MATERIAL TERMS OF THESE TERMS. PLEASE READ THEM CAREFULLY.

18.1 Informal Resolution. Before initiating arbitration, the complaining party must first send a written description of the dispute to the other party. For claims against the Company, send to markdesk@wolff.sh. For claims against you, the Company will send to your registered email address.

The complaining party must allow thirty (30) days for informal resolution. The notice must include: (a) your name and Account email; (b) a description of the dispute; and (c) the relief sought. If the dispute is not resolved within thirty (30) days of receipt of the notice, either party may proceed to arbitration.

18.2 MANDATORY BINDING ARBITRATION. EXCEPT AS SET FORTH IN SECTION 18.7, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR ANY SERVICE (INCLUDING THE FORMATION, EXISTENCE, BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION, VALIDITY, OR ENFORCEABILITY OF THESE TERMS) THAT IS NOT RESOLVED THROUGH THE INFORMAL RESOLUTION PROCESS IN SECTION 18.1 SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT.

18.3 CLASS ACTION WAIVER. YOU AND THE COMPANY EACH WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING. YOU AND THE COMPANY EACH WAIVE THE RIGHT TO A JURY TRIAL. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

18.4 Arbitration Rules. Arbitration will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect. If AAA is unavailable, the parties will agree on an alternative arbitration provider, or a court of competent jurisdiction will appoint one. The arbitration will be conducted by a single arbitrator.

18.5 Arbitration Location and Procedure. Arbitration proceedings will take place in Kings County, New York, unless you and the Company mutually agree to a different location. If the amount in controversy is twenty-five thousand dollars ($25,000) or less, the arbitration may be conducted entirely through the submission of documents, by telephone, or by videoconference, as determined by the arbitrator. The arbitrator will apply New York substantive law (excluding conflict of laws principles).

18.6 Arbitration Fees. The Company will pay all arbitration costs and fees beyond the initial consumer filing fee required by the AAA Consumer Arbitration Rules (currently two hundred dollars ($200) as of the effective date of these Terms). If you are unable to afford the initial filing fee, the Company will advance it upon your written request to markdesk@wolff.sh. Each party is responsible for its own attorneys' fees, except where applicable law or the arbitrator's award provides otherwise.

18.7 Exceptions. The following disputes are excluded from mandatory arbitration: (a) claims that may be brought in small claims court, provided the claim remains in small claims court and is pursued on an individual (non-class) basis; (b) actions to enforce intellectual property rights (including patent, copyright, trademark, and trade secret claims); and (c) applications for injunctive relief to preserve the status quo pending arbitration.

18.8 Opt-Out. You may opt out of this arbitration provision by sending written notice to the Company at markdesk@wolff.sh within thirty (30) days of your first acceptance of these Terms. Your notice must include your full name, Account email address, and a clear statement that you wish to opt out of arbitration. If you opt out, Section 18.9 governs dispute resolution.

18.9 Litigation (If Opt-Out Exercised). If you validly opt out of arbitration under Section 18.8, any dispute will be resolved exclusively in the state or federal courts located in Kings County, New York. You consent to personal jurisdiction in such courts and waive any objection to venue therein.

18.10 Severability of Arbitration Provisions. If any portion of this Section 18 is found to be unenforceable, the remaining portions will remain in full force and effect. If the class action waiver in Section 18.3 is found unenforceable as to a particular claim, then the entirety of this Section 18 will be null and void with respect to that claim only, and such claim will proceed in court subject to Section 18.9.

19.1 Termination by You. You may terminate your Account at any time by using the Account deletion function within the Platform or by emailing markdesk@wolff.sh. Termination of your Account does not entitle you to a refund of Fees already paid except as set forth in Section 6.

19.2 Termination by the Company. The Company may suspend or terminate your Account immediately and without prior notice if: (a) you violate any provision of these Terms; (b) you engage in conduct that the Company reasonably determines is harmful to the Company, its Users, or third parties; (c) you fail to pay Fees when due after the grace period described in Section 5.5; (d) your Account has been inactive for more than twenty-four (24) consecutive months; or (e) the Company is required to do so by law.

19.3 Effect of Termination. Upon termination of your Account: (a) your right to access the Platform and Services immediately ceases; (b) the Company will retain your data for ninety (90) days in accordance with Section 14.2; (c) any outstanding Fees remain due and payable; and (d) you may request a copy of your User Content within thirty (30) days of termination by emailing markdesk@wolff.sh.

If you have paid for a Service that has not yet been delivered at the time of termination: (i) if termination is by you or by the Company for convenience, the Company will complete and deliver the Deliverable within ten (10) business days or issue a full refund at the Company's election; (ii) if termination is by the Company for cause under Section 19.2(a) or (b), the Company may, in its sole discretion, either complete delivery or issue a refund. In this case, the Company's liability will not exceed the Fee paid for the undelivered Service.

19.4 Survival. The following Sections survive termination of these Terms: 1 (Definitions), 7 (Not a Law Firm), 8 (AI-Generated Content Disclosure), 9 (No Attorney-Client Relationship), 11 (No Guarantee of Outcomes), 13 (Intellectual Property, as to Company IP and Feedback), 14 (Data Privacy, as to retention), 15 (Warranty Disclaimer), 16 (Limitation of Liability), 17 (Indemnification), 18 (Dispute Resolution), 19.3 (Effect of Termination), 19.4 (Survival), and 23 (General Provisions).

20.1 Right to Modify. The Company reserves the right to modify these Terms at any time. The "Last Updated" date at the top of these Terms reflects the most recent modification.

20.2 Notice of Material Changes. For material changes to these Terms (including changes to Fees, arbitration provisions, or liability limitations), the Company will provide at least thirty (30) days' advance notice by: (a) sending an email to your registered email address; and/or (b) displaying a prominent notice on the Platform.

20.3 Acceptance of Modifications. Your continued use of the Platform or any Service after the effective date of a modification constitutes your acceptance of the modified Terms. If you do not agree to a modification, you must stop using the Platform and terminate your Account before the modification takes effect.

20.4 Fee Increase Notice. Despite Section 20.2, changes to Fees require at least sixty (60) days' advance written notice in accordance with Section 5.6.

21.1 Auto-Renewal. The Monitoring Service automatically renews at the end of each billing period (monthly or annual, as selected by you) unless canceled before the renewal date. By subscribing to the Monitoring Service, you authorize the Company to charge your payment method on file for each renewal period at the then-current Fee.

21.2 Renewal Notice. The Company will send a renewal reminder to your registered email address at least thirty (30) days before each annual renewal and at least seven (7) days before each monthly renewal. The renewal notice will state: (a) the date of the upcoming renewal; (b) the amount that will be charged; (c) instructions for cancellation; and (d) a direct link to the cancellation mechanism. Monthly subscriptions also display the next renewal date and amount within the Account settings page at all times.

21.3 Cancellation Method. You may cancel the Monitoring Service at any time through the Account settings page on the Platform using a simple cancellation mechanism that requires no more steps than were required to subscribe. You will not be required to speak with a representative, send an email, or navigate to a separate website to cancel. Cancellation is effective at the end of the current paid billing period. The Company does not issue prorated refunds for partial billing periods.

21.4 Post-Cancellation Access. After cancellation, you retain access to the Monitoring Service through the end of your current paid billing period. Monitoring reports generated during your subscription period remain accessible in your Account for ninety (90) days after Account termination.

21.5 Compliance Disclosures. In compliance with applicable state auto-renewal laws, including but not limited to the New York General Business Law Section 527 and the California Automatic Renewal Law (Cal. Bus. & Prof. Code Section 17600 et seq.), the Company discloses: (a) the Monitoring Service will automatically renew at the end of each billing period; (b) you will be charged the then-current Fee upon each renewal; (c) you may cancel at any time through the Account settings page on the Platform using the same mechanism described in Section 21.3; and (d) cancellation takes effect at the end of the current billing period with no further charges.

21.6 Subscription Confirmation. Upon your initial subscription to the Monitoring Service, the Company will send a confirmation email to your registered email address that includes: (a) a description of the Monitoring Service; (b) the billing frequency and amount; (c) the renewal date; (d) cancellation instructions with a direct link to the cancellation mechanism; and (e) a copy of the auto-renewal terms.

22.1 High-Risk AI Disclosure. In compliance with the Colorado Artificial Intelligence Act (C.R.S. Section 6-1-1701 et seq.), the Company discloses the following:

(a) The Services use artificial intelligence systems to generate Draft Materials, including trademark application drafts and office action response drafts.

(b) AI Systems make consequential contributions to the content of Deliverables, including classification of goods and services, identification of potential conflicts, and drafting of legal arguments.

(c) A Reviewing Attorney reviews all paid Deliverables before delivery, but this review is limited in scope as described in Section 8.3.

(d) You may request additional information about the Company's AI systems by contacting markdesk@wolff.sh.

(e) You have the right to appeal any automated decision by contacting the Company at the email address above.

(f) At the point where AI-generated content is presented to you within the Platform, the Platform will display a conspicuous notice indicating that the content was generated by AI.

(g) If you believe an AI-generated output has materially harmed you, you may request human review by emailing markdesk@wolff.sh within thirty (30) days. The Company will respond within fifteen (15) business days with a written explanation of how the output was generated and whether any correction is warranted.

22.2 Human Oversight. All paid Deliverables receive human review through the Quality Review process described in these Terms. The Clearance Search Service provides algorithmically generated results without human review.

23.1 Governing Law. These Terms are governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

23.2 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable. If modification is not possible, it will be severed from these Terms. The invalidity of any provision does not affect the validity or enforceability of the remaining provisions, which will continue in full force and effect.

23.3 Entire Agreement. These Terms, together with the Privacy Policy and any additional terms presented at the time of purchase, constitute the entire agreement between you and the Company with respect to the subject matter of these Terms. They supersede all prior and contemporaneous agreements, proposals, representations, and understandings, whether oral or written.

23.4 Assignment. You may not assign or transfer these Terms or any rights or obligations under them without the Company's prior written consent. The Company may assign these Terms without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms bind and inure to the benefit of the parties and their respective successors and permitted assigns.

23.5 Waiver. The failure of either party to enforce any provision of these Terms will not constitute a waiver of that party's right to enforce that provision or any other provision in the future. Any waiver must be in writing and signed by the waiving party to be effective.

23.6 Force Majeure. The Company will not be liable for any delay or failure to perform its obligations under these Terms if such delay or failure results from circumstances beyond the Company's reasonable control. These circumstances include but are not limited to: acts of God, natural disasters, epidemics or pandemics, war, terrorism, riots, government orders or restrictions, power failures, internet or telecommunications outages, cyberattacks, failures of third-party service providers (including Stripe, cloud infrastructure providers, and the USPTO), or labor disputes.

During a force majeure event, the Company's obligations are suspended for the duration of the event. If a force majeure event prevents the Company from providing a paid Service for more than thirty (30) consecutive days, you may terminate the affected Service and receive a prorated refund for the period during which the Service was unavailable.

For the Monitoring Service specifically, force majeure outages of seven (7) or more consecutive days entitle You to a pro-rated extension of Your subscription term rather than a refund, notwithstanding Section 6.3. If a force majeure event prevents monitoring for seven (7) or more consecutive days, the Company will extend your subscription period by the number of days the Service was unavailable at no additional charge.

23.7 Notices. All notices to the Company must be sent to: Wolff, Inc, 255 Lorimer St, Apt 851, Brooklyn, NY 11206, or by email to markdesk@wolff.sh. All notices to you will be sent to the email address associated with your Account.

Notices are deemed received: (a) if by email, upon transmission (provided no bounce-back is received); (b) if by mail, five (5) business days after deposit in the U.S. mail, postage prepaid, certified, return receipt requested.

23.8 Relationship of the Parties. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between you and the Company. Neither party has authority to bind the other or to incur obligations on the other's behalf.

23.9 Third-Party Beneficiaries. These Terms do not create any rights in any third party, except that Reviewing Attorneys are express third-party beneficiaries of Sections 9, 15, 16, and 17.

23.10 Headings. Section headings are for convenience of reference only and do not affect the interpretation of these Terms.

23.11 Construction. These Terms will not be construed against the drafter. The words "include," "includes," and "including" mean "including, without limitation." References to "days" mean calendar days unless otherwise specified.

23.12 Electronic Communications. By creating an Account, you consent to receive electronic communications from the Company (including emails and platform notifications). You agree that all agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirement that such communications be in writing.

To access and retain electronic records, you need: (a) a device with internet access; (b) a current web browser (Chrome, Firefox, Safari, or Edge, current or one prior major version); and (c) an active email account. You may withdraw your consent to electronic communications by emailing markdesk@wolff.sh, but withdrawal of consent will result in termination of your Account, as the Services cannot be provided without electronic communication.

Wolff, Inc (d/b/a MarkDesk) 255 Lorimer St, Apt 851 Brooklyn, NY 11206

General Support: markdesk@wolff.sh Legal Inquiries: markdesk@wolff.sh Website: markdesk.wolff.sh

California Residents: If you have a complaint that has not been resolved to your satisfaction, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

*By clicking "I Accept," "I Agree," "Create Account," or any similar button, or by using any paid Service, you acknowledge that you have read these Terms in their entirety, understand them, and agree to be bound by them.*