The present terms and conditions govern and are incorporated into every contract made by UNGRIA INTERNATIONAL INC., a New Jersey corporation, (“UNGRIA”, “us", "we' and cognate terms) with clients (the “client” “you") for the provision of intellectual property related management services ("Services') and shall prevail over any terms or conditions contained or referred to in any documents submitted by you or previously submitted by us or in correspondence or elsewhere.

These terms and conditions shall be deemed accepted by you if you instruct us or maintain instructions to us. A modification of these terms and conditions shall be valid only if it is in writing and signed by us. We reserve the right to amend or supplement these terms and conditions at any time without notice.

No failure to enforce or delay in enforcing any of these terms and conditions shall be considered as a waiver of any of them and no partial or single exercise shall prevent any future enforcement of that or any other date.

UNGRIA INTERNATIONAL INC. is not a law firm. Officers or employees of Ungria International Inc, are not authorized to practice law in the United States of America or in any other jurisdiction where the Services may be referred to, unless explicitly indicated in the correspondence coming from us. Accordingly, no attorney-client relationship can be established through the performance of any services by UNGRIA International Inc.

UNGRIA International Inc. does not provide legal advice; UNGRIA International Inc. provides intellectual property management services. These services are usually referred to as management of the administration, coordination, maintenance, filing, prosecution or enforcement of intellectual property rights.

In order to provide the Services we need to instruct local agents/law firms admitted to practice in each of the relevant jurisdictions or other independent specialist providers. We work with a network of preferred local agents/law firms although we may work with other agents/law firms if needed or requested by you or your client.

The local agents/law firms we work with are separate and distinct entities. Any legal advice that is contained in any communication from us shall be deemed the legal advice of the local agent/law firms and not legal advice of UNGRIA. The name of such local agents/law firms is indicated in the powers of attorney that you or your client has to sign for each jurisdiction. By signing these powers of attorney, you accept that the local agent/law firm represents you in the relevant jurisdiction. If any, the attorney-client relationship is to be created between you or your client and the local agent/law firm in each jurisdiction. This relationship is independent of the relationship that you may have with UNGRIA International. The naming of any third party referral firms in our correspondence is not intended to give rise to any agency relationship. Each party is intended to be a principal in its own right and the contract for the Services is between you and us only, in accordance with these conditions.

We are not responsible for any errors, laps or loss of rights which may be caused to you or to a third party, directly or indirectly, as a result of actions or omissions by the local agents/law firms acting on your behalf. Under no circumstances shall the total liability of UNGRIA in connection with the performance of the Services exceed the amount of the fee actually paid to UNGRIA for the Services rendered and such amount shall constitute the liquidated damages.

You, or your client, are free to change, substitute or terminate the relationship with the local agent/law firm.

It may be the case that you are acting on behalf of any of your clients, who can be the applicant or holder of any of the rights to which our intellectual property services are referred to. You warrant and represent that you have powers of attorney and capacity to act on behalf of your client and to instruct us to provide you with Services. You further represent that you shall not exceed such powers of attorney and you shall indemnify and hold us harmless from and against any claim, action, loss, damage or liability, including reasonable attorney fees, suffered or incurred by us as a result of your actions.

Unless otherwise specifically stated by us in writing, a contract shall arise between us on the date of our actual written confirmation of receipt of your instructions. However, we reserve the right to terminate the contract and cease providing Services on your behalf in the event that a conflict of interest arises.

Our acceptance of any oral instructions from you shall be effective only when such instructions have been confirmed in writing by letter or facsimile transmission.

Our providing Services is conditioned upon your prompt, clear and complete response to any request that we may make for instructions, information, technical data, documents and payment of fees.

You agree to provide us with clear instructions regarding the details and extension of the Services that we shall provide to you. We will do our best to request clarification from you when necessary regarding such instructions. The Services that we shall provide based on your instructions may not be changed without the written consent signed by both parties.

If we need your response by a specific deadline we will indicate it in our communication requesting for your instructions. If you miss a deadline or send us insufficiently clear or timely or incomplete instructions we shall have no liability for any loss which may arise and we shall not be under any obligation to take any steps to preserve or to protect your rights further. However, if at our sole discretion we take any such steps, then you agree to compensate us for all fees and expenses incurred.

You agree that we may rely and act upon instructions from your authorized agent or law firm whose details you have supplied to us, unless we receive your written signed instructions to the contrary.

Subject to the present terms and conditions, we will provide our Services on the basis of understanding that we shall proceed as we deem necessary to properly protect and preserve your rights in the respective jurisdiction.

You agree to pay our fees and any expenses (including official fees which may need to be paid to the patent or trademark offices, as well as other expenses that we may need to incur on your behalf).

We will invoice you in US dollars and will convert into US dollars any cost or expense which we may have incurred or will incur in the process of providing Services. If the invoice is not paid promptly you shall bear all currency exchange risks.

Unless otherwise agreed, payment of invoices shall be made in full within 30 days from the invoice date. We may suspend providing the Services to you if any amounts are overdue under any invoice until all such amounts have been paid.

We may require full payment of all or any fees prior to performance of Services.

Each party undertakes during the term of this agreement and at any time thereafter not to use, divulgate and communicate to any person, except professional representatives or advisers or as may be required by law or any legal or regulatory authority or pursuant to performance of its obligations under a contract made pursuant hereto, any confidential information pertaining to the other's business, financial or other affairs which is not in the public domain concerning the other party which may have come to its knowledge under the provisions hereof and each of you and we shall use reasonable efforts to prevent publication or disclosure of any such information. This provision shall not apply to information already known to the receiving party or which subsequently comes into the public domain or its knowledge other than as a result of a breach hereto.

We will keep copies of records in connection with all matters for services provide to you for a period of five years after the termination of such Services. No original will be maintained.

Unless otherwise agreed, either you or us may terminate our provision of the Services upon thirty (30) day written notice.

Upon any termination, any of your indebtedness to us shall become immediately due and payable and we shall be under no obligation to provide any Services to you.

We shall not be responsible for any delay or failure to perform resulting from causes beyond our control (Force Majeure).

These terms and conditions and any contract made under them shall be governed by and construed in accordance with the laws of the State of New Jersey without reference to its conflict of law provisions. The parties irrevocably agree to the jurisdictions of federal and state courts located in the State of New Jersey. The parties waive trial by jury.