Terms of Use

1. Who these terms cover

These Terms of Use ("Terms") govern your use of websites operated by Proper Counsel PLLC ("Proper Counsel," "we," "us"), a New York professional limited liability company and law firm:

propercounsel.co

properip.co, Proper IP, a brand of Proper Counsel PLLC

(together, the "Sites").

Proper IP is a trade name of Proper Counsel PLLC. Services offered under the Proper IP brand are legal services provided by a law firm, and are subject to the New York Rules of Professional Conduct.

By using the Sites you agree to these Terms. If you do not agree, do not use the Sites.

2. No attorney-client relationship until we both sign

An attorney-client relationship with Proper Counsel is created only when we and you sign a written engagement letter.

None of the following creates an attorney-client relationship:

browsing the Sites or reading anything on them;

submitting an intake form, a contact form, or a booking request;

sending us an email;

receiving a clearance preview, a class suggestion, a brief, or any other automated or preliminary output; or

paying a fee.

Until an engagement letter is signed, we have not agreed to represent you, we have not accepted responsibility for your matter, and no deadline is being monitored on your behalf, including any USPTO or opposition deadline. If you have a deadline, tell us immediately and do not assume it is being handled.

3. If you contact us before we are engaged

When you contact us or complete an intake form, you are a prospective client under Rule 1.18 of the New York Rules of Professional Conduct. Three things follow.

We owe you a limited duty of confidentiality, not the full one. We will not misuse information you give us in a consultation, but the protection is narrower than what a client receives.

Send only what we ask for. Complete the fields on the intake form. Do not send confidential business information, trade secrets, or the details of an actual or threatened dispute until an engagement letter is in place. Unsolicited information may not be protected.

We may be adverse to you. We may already represent, or may later represent, someone with interests adverse to yours, including in a matter involving the same or a similar mark. We run a conflicts check before accepting any matter. To the extent permitted by Rule 1.18, you agree that our receipt of intake information does not by itself disqualify us from representing another party, and that we may retain the information as necessary to run conflicts checks.

4. Nothing on the Sites is legal advice

Content on the Sites, including articles, brand briefs, sample memos, clearance previews, class suggestions, availability indicators, and any AI-generated or automated output, is general information. It is not legal advice, it is not a legal opinion, and it is not a substitute for engaging counsel on your specific facts.

Do not act, or refrain from acting, on the basis of anything on the Sites without engaging a lawyer.

5. AI-assisted tooling

We use software, including AI-assisted tooling, to support search, research, drafting, and triage. A licensed attorney reviews all substantive work product before it is delivered. Preliminary or automated outputs shown to you before attorney review, including suggested classes, clearance previews, and generated briefs, are preparatory only, may be incomplete or wrong, and are not to be relied on.

6. Scope of what we do, and where

Martin S. Hui is admitted to practice in New York and in British Columbia, Canada. He is not admitted in Florida or in any other U.S. state.

Trademark practice before the United States Patent and Trademark Office is a federal practice. Any attorney admitted in any U.S. state may represent applicants before the USPTO from any location, and state unauthorized-practice rules do not restrict that federal practice. See Sperry v. Florida ex rel. Florida Bar, 373 U.S. 379 (1963).

Our services under the Proper IP brand consist of USPTO trademark practice, clearance searching, applications, prosecution, and responses to office actions, together with advice on federal trademark law. We do not provide advice on the law of any state in which we are not admitted, or on the law of any foreign jurisdiction, unless a signed engagement letter expressly says so. Where a matter requires that advice, we will tell you and, with your authorization, engage local or foreign counsel.

7. Fees, payment, and refunds

This section applies to services purchased through properip.co.

Flat fees. Our fees are flat and are stated at the point of purchase. The fee covers the scope described for that package and nothing else.

USPTO fees are separate. Government filing fees are set by the USPTO, are charged per class, are billed to you at cost, and are non-refundable by the USPTO once a filing is submitted, including if your application is ultimately refused.

Payment does not engage us. When you pay, you are requesting services. We will run a conflicts check and review your intake. If we accept the matter, we will send an engagement letter; the engagement begins when it is signed by both of us. If we decline the matter for any reason, conflict, capacity, or otherwise, we will refund your payment in full. Funds received before an engagement letter is signed are held in accordance with our obligations under Rule 1.15 of the New York Rules of Professional Conduct.

Refunds after engagement. Once an engagement letter is signed, our flat fee is earned as we perform the work. If the engagement ends before the work is complete, you are entitled to a refund of the portion of the flat fee that has not yet been earned: a full refund before we begin substantive work, a pro-rated refund of the unearned portion after clearance and preparation but before filing, and no refund of the filing fee once the application has been filed, since that work is then complete. USPTO fees are never refundable once paid to the USPTO, including if your application is later refused, opposed, or abandoned, because the USPTO does not return them. If a refund is due, we will issue it to your original payment method within 30 calendar days.

You may discharge us at any time, and you remain entitled to a refund of any portion of a flat fee that has not been earned. Nothing in these Terms limits that right.

8. No guarantee of outcome

We do not guarantee that your application will be approved, that your mark will register, or that you will not be opposed, refused, or challenged.

The USPTO decides whether a mark registers. An examining attorney may refuse registration on grounds including likelihood of confusion, descriptiveness, or specimen defects. Third parties may oppose or petition to cancel.

A clearance search, including a full search, reduces risk. It does not eliminate it. Searches cannot surface every unregistered common-law user, every pending application not yet visible in USPTO systems, or every foreign right that may be asserted against you.

Prior results do not guarantee a similar outcome.

9. Your responsibilities

You represent that: the information you give us is accurate and complete; you own or have the right to apply for the mark; the mark is or will be used in commerce as you describe; you are authorized to act for the entity you identify as the owner; and any materials you send us do not infringe anyone's rights.

We rely on what you tell us. Inaccurate intake information, particularly the owner's legal name, entity type, domicile, or dates of first use, can void a resulting registration. Errors of that kind are your responsibility.

10. Site content and intellectual property

The Sites and their content are owned by Proper Counsel PLLC or its licensors and are protected by copyright and trademark law. You may view and print content for your own reference. You may not reproduce, republish, scrape, or use it commercially without our written permission. "Proper Counsel," "Proper IP," and our logos are our trademarks.

11. Acceptable use

Do not use the Sites to break the law, to interfere with their operation, to attempt unauthorized access, to scrape or harvest data by automated means, or to submit anyone else's confidential information.

12. Third-party links

The Sites link to third-party sites we do not control and are not responsible for.

13. Disclaimers, and what they do not cover

Read this section together with the carve-out at the end of it. It is the most important limitation in these Terms.

Except as stated below, the Sites are provided "as is" and "as available," without warranties of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty as to accuracy, completeness, or availability.

Carve-out, our duties to clients are not disclaimed or limited. Nothing in this Section 13 or Section 14 limits, waives, or disclaims:

any duty we owe to a client under the New York Rules of Professional Conduct;

our liability for professional negligence or malpractice in the provision of legal services; or

any liability that may not be limited or excluded under applicable law.

Under Rule 1.8(h) of the New York Rules of Professional Conduct, a lawyer may not prospectively limit liability to a client for malpractice. We do not attempt to. These disclaimers and the limitation below apply only to your use of the Sites as a visitor and to information published on them, not to legal services rendered to a client under an engagement letter. Those services are governed by the engagement letter and by the professional rules.

14. Limitation of liability

Subject in all respects to the carve-out in Section 13, and to the maximum extent permitted by law, Proper Counsel will not be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or lost data, arising from your use of the Sites; and our total liability arising from your use of the Sites will not exceed one hundred U.S. dollars ($100) or the amount you paid us for Site access (which is zero), whichever is greater.

Again: this limitation applies to your use of the Sites. It does not apply to our provision of legal services to a client.

15. Indemnity

You will indemnify us against claims arising from your breach of these Terms, your misuse of the Sites, or materials you submit that infringe or misappropriate a third party's rights. This does not apply to any claim arising from our provision of legal services to you as a client.

16. Governing law and venue

These Terms are governed by the laws of the State of New York, without regard to conflict-of-laws rules. Any dispute arising from these Terms or your use of the Sites will be brought exclusively in the state or federal courts located in Albany County, New York, and you consent to their jurisdiction.

Disputes concerning legal services rendered under an engagement letter are governed by that engagement letter, including, where applicable, your right to elect fee arbitration under Part 137 of the Rules of the Chief Administrative Judge of the New York courts. Nothing here waives that right.

17. Changes

We may revise these Terms. The revised version is effective when posted, with an updated "Last updated" date. Continued use means acceptance. Changes do not alter any signed engagement letter.

18. Severability; entire agreement

If a provision is unenforceable, the rest survives. These Terms are the entire agreement about your use of the Sites. If these Terms conflict with a signed engagement letter, the engagement letter controls.

19. Contact

martin@propercounsel.co

martin@properip.co