Under the Paperwork Reduction Act of 1995 no persons are required to respond to a collection of information unless it displays a valid OMB control number.
`PTO Form 2194 (Rev 03/2012)
`
`OMB No. 0651-0054 (Exp 12/31/2020)
`
`Petition To Revive Abandoned Application - Failure To Respond Timely To Office Action
`
`The table below presents the data as entered.
`
`Input Field
`
`SERIAL NUMBER
`
`LAW OFFICE ASSIGNED
`
`88147115
`
`LAW OFFICE 106
`
`DATE OF NOTICE OF ABANDONMENT
`
`04/01/2020
`
`Entered
`
`PETITION
`
`PETITION STATEMENT
`
`RESPONSE TO OFFICE ACTION
`
`MARK SECTION
`
`MARK
`
`LITERAL ELEMENT
`
`STANDARD CHARACTERS
`
`USPTO-GENERATED IMAGE
`
`MARK STATEMENT
`
`OWNER SECTION (current)
`
`NAME
`
`STREET
`
`CITY
`
`STATE
`
`ZIP/POSTAL CODE
`
`COUNTRY/REGION/JURISDICTION/U.S. TERRITORY
`
`OWNER SECTION (proposed)
`
`NAME
`
`DBA/AKA/TA/Formerly
`
`STREET
`
`CITY
`
`STATE
`
`ZIP/POSTAL CODE
`
`COUNTRY/REGION/JURISDICTION/U.S. TERRITORY
`
`EMAIL
`
`ARGUMENT(S)
`
`Applicant has firsthand knowledge that the failure to respond to the Office Action by
`the specified deadline was unintentional, and requests the USPTO to revive the
`abandoned application.
`
`https://tmng-al.uspto.gov/resting2/api/img/88147115/large
`
`INSPA
`
`YES
`
`YES
`
`The mark consists of standard characters, without claim to any particular font style,
`size or color.
`
`CMH Partners LLC
`
`973 Nakata Ave NW
`
`Bainbridge Island
`
`Washington
`
`98110
`
`United States
`
`CMH Partners LLC
`
`DBA INSPA
`
`973 Nakata Ave NW
`
`Bainbridge Island
`
`Washington
`
`98110
`
`United States
`
`XXXX
`
`

`

`Ms. Richards,
`I am responding to your office action, issued on September 18, 2019, refusing registration on a 2(d) basis due to the earlier-registered NSPA
`EVER YOUTHFUL mark, reg. no. 5,667,654 (the “NSPA mark”). I respectfully request that you lift your objection, as we assert that the
`goods and trade channels for the marks are dissimilar. Applicant’s retail shops and claimed services are distinct from the goods described in
`the NSPA mark, in that the Registrant does not claim retail stores. The claimed goods of Registrant are limited to specific trade channels,
`namely that they are “sold through retail stores or online retail stores” as distinct from spas. As evidence that the products of Registrant are
`distinct from the shops and services of Applicant, and travel in separate trade channels, Applicant attaches an agreement between Applicant
`and Registrant describing the mutual understanding that the NSPA mark and Applicant’s mark may coexist without confusion. Applicant and
`Registrant have agreed to take mutual action to avoid consumer confusion should it arise.
`For the reasons given, Applicant requests that you lift your objection and allow the application to proceed to publication.
`Sincerely,
`Leigh F. Gill
`
`EVIDENCE SECTION
`
`        EVIDENCE FILE NAME(S)
`
`       ORIGINAL PDF FILE
`
`       CONVERTED PDF FILE(S)
`       (8 pages)
`
`evi_9685134221-20200529200545860277_._os-InSpa-
`CMH_coexistence_agreement_-_Signed_InSpa__002__copy.pdf
`
`\\TICRS\EXPORT18\IMAGEOUT18\881\471\88147115\xml2\POA0002.JPG
`
`\\TICRS\EXPORT18\IMAGEOUT18\881\471\88147115\xml2\POA0003.JPG
`
`\\TICRS\EXPORT18\IMAGEOUT18\881\471\88147115\xml2\POA0004.JPG
`
`\\TICRS\EXPORT18\IMAGEOUT18\881\471\88147115\xml2\POA0005.JPG
`
`\\TICRS\EXPORT18\IMAGEOUT18\881\471\88147115\xml2\POA0006.JPG
`
`\\TICRS\EXPORT18\IMAGEOUT18\881\471\88147115\xml2\POA0007.JPG
`
`\\TICRS\EXPORT18\IMAGEOUT18\881\471\88147115\xml2\POA0008.JPG
`
`\\TICRS\EXPORT18\IMAGEOUT18\881\471\88147115\xml2\POA0009.JPG
`
`ATTORNEY INFORMATION (current)
`
`NAME
`
`ATTORNEY BAR MEMBERSHIP NUMBER
`
`YEAR OF ADMISSION
`
`U.S. STATE/ COMMONWEALTH/ TERRITORY
`
`Leigh F. Gill
`
`NOT SPECIFIED
`
`NOT SPECIFIED
`
`NOT SPECIFIED
`
`FIRM NAME
`
`STREET
`
`CITY
`
`STATE
`
`POSTAL CODE
`
`IMMIX LAW GROUP PC
`
`600 NW NAITO PKWY, SUITE G
`
`PORTLAND
`
`Oregon
`
`97209
`
`COUNTRY/REGION/JURISDICTION/U.S. TERRITORY
`
`United States
`
`EMAIL
`
`leigh.gill@immixlaw.com
`
`ATTORNEY INFORMATION (proposed)
`
`NAME
`
`ATTORNEY BAR MEMBERSHIP NUMBER
`
`YEAR OF ADMISSION
`
`U.S. STATE/ COMMONWEALTH/ TERRITORY
`
`Leigh F. Gill
`
`XXX
`
`XXXX
`
`XX
`
`FIRM NAME
`
`IMMIX LAW GROUP PC
`
`       
`       
`       
`       
`       
`       
`       
`

`

`STREET
`
`CITY
`
`STATE
`
`POSTAL CODE
`
`600 NW NAITO PKWY, SUITE G
`
`PORTLAND
`
`Oregon
`
`97209
`
`COUNTRY/REGION/JURISDICTION/U.S. TERRITORY
`
`United States
`
`EMAIL
`
`OTHER APPOINTED ATTORNEY
`
`leigh.gill@immixlaw.com
`
`Dayna Christian
`
`CORRESPONDENCE INFORMATION (current)
`
`NAME
`
`LEIGH F. GILL
`
`PRIMARY EMAIL ADDRESS FOR CORRESPONDENCE
`
`leigh.gill@immixlaw.com
`
`SECONDARY EMAIL ADDRESS(ES) (COURTESY COPIES)
`
`ashley.lathrop@immixlaw.com; ipdocket@immixlaw.com
`
`CORRESPONDENCE INFORMATION (proposed)
`
`NAME
`
`Leigh F. Gill
`
`PRIMARY EMAIL ADDRESS FOR CORRESPONDENCE
`
`leigh.gill@immixlaw.com
`
`SECONDARY EMAIL ADDRESS(ES) (COURTESY COPIES)
`
`ipdocket@immixlaw.com
`
`PAYMENT SECTION
`
`TOTAL AMOUNT
`
`TOTAL FEES DUE
`
`SIGNATURE SECTION
`
`PETITION SIGNATURE
`
`SIGNATORY'S NAME
`
`SIGNATORY'S POSITION
`
`SIGNATORY'S PHONE NUMBER
`
`DATE SIGNED
`
`RESPONSE SIGNATURE
`
`SIGNATORY'S NAME
`
`SIGNATORY'S POSITION
`
`SIGNATORY'S PHONE NUMBER
`
`DATE SIGNED
`
`AUTHORIZED SIGNATORY
`
`FILING INFORMATION SECTION
`
`SUBMIT DATE
`
`TEAS STAMP
`
`100
`
`100
`
`/Leigh F. Gill/
`
`Leigh F. Gill
`
`Attorney of record
`
`503-802-5542
`
`05/29/2020
`
`/Leigh F. Gill/
`
`Leigh F. Gill
`
`Attorney of record
`
`503-802-5542
`
`05/29/2020
`
`YES
`
`Fri May 29 20:44:17 ET 2020
`
`USPTO/POA-XX.XX.XXX.XXX-2
`0200529204417917675-88147
`115-710359412125d0fff2618
`e6179c07b1fdda2bbd9c944a8
`9a9bb98a29065b75ec2-CC-44
`166752-202005292005458602
`77
`
`

`

`Under the Paperwork Reduction Act of 1995 no persons are required to respond to a collection of information unless it displays a valid OMB control number.
`PTO Form 2194 (Rev 03/2012)
`
`OMB No. 0651-0054 (Exp 12/31/2020)
`
`Petition To Revive Abandoned Application - Failure To Respond Timely To Office Action
`To the Commissioner for Trademarks:
`
`Application serial no. 88147115 INSPA(Standard Characters, see https://tmng-al.uspto.gov/resting2/api/img/88147115/large) has been amended
`as follows:
`
`PETITION
`Petition Statement
`Applicant has firsthand knowledge that the failure to respond to the Office Action by the specified deadline was unintentional, and requests the
`USPTO to revive the abandoned application.
`
`RESPONSE TO OFFICE ACTION
`
`ARGUMENT(S)
`In response to the substantive refusal(s), please note the following:
`
`Ms. Richards,
`I am responding to your office action, issued on September 18, 2019, refusing registration on a 2(d) basis due to the earlier-registered NSPA
`EVER YOUTHFUL mark, reg. no. 5,667,654 (the “NSPA mark”). I respectfully request that you lift your objection, as we assert that the goods
`and trade channels for the marks are dissimilar. Applicant’s retail shops and claimed services are distinct from the goods described in the NSPA
`mark, in that the Registrant does not claim retail stores. The claimed goods of Registrant are limited to specific trade channels, namely that they
`are “sold through retail stores or online retail stores” as distinct from spas. As evidence that the products of Registrant are distinct from the shops
`and services of Applicant, and travel in separate trade channels, Applicant attaches an agreement between Applicant and Registrant describing
`the mutual understanding that the NSPA mark and Applicant’s mark may coexist without confusion. Applicant and Registrant have agreed to
`take mutual action to avoid consumer confusion should it arise.
`For the reasons given, Applicant requests that you lift your objection and allow the application to proceed to publication.
`Sincerely,
`Leigh F. Gill
`
`EVIDENCE
`
`Original PDF file:
`evi_9685134221-20200529200545860277_._os-InSpa-CMH_coexistence_agreement_-_Signed_InSpa__002__copy.pdf
`Converted PDF file(s) ( 8 pages)
`Evidence-1
`Evidence-2
`Evidence-3
`Evidence-4
`Evidence-5
`Evidence-6
`Evidence-7
`Evidence-8
`
`OWNER AND/OR ENTITY INFORMATION
`Applicant proposes to amend the following:
`Current: CMH Partners LLC, a limited liability company legally organized under the laws of Washington, having an address of
`      973 Nakata Ave NW
`      Bainbridge Island, Washington 98110
`      United States
`
`Proposed: CMH Partners LLC, DBA INSPA, a limited liability company legally organized under the laws of Washington, having an address of
`      973 Nakata Ave NW
`      Bainbridge Island, Washington 98110
`
`

`

`      United States
`      Email Address: XXXX
`
`The owner's/holder's current attorney information: Leigh F. Gill. Leigh F. Gill of IMMIX LAW GROUP PC, is located at
`
`      600 NW NAITO PKWY, SUITE G
`      PORTLAND, Oregon 97209
`      United States
`      The email address is leigh.gill@immixlaw.com
`
`The owner's/holder's proposed attorney information: Leigh F. Gill. Other appointed attorneys are Dayna Christian. Leigh F. Gill of IMMIX LAW
`GROUP PC, is a member of the XX bar, admitted to the bar in XXXX, bar membership no. XXX, and the attorney(s) is located at
`
`      600 NW NAITO PKWY, SUITE G
`      PORTLAND, Oregon 97209
`      United States
`      The email address is leigh.gill@immixlaw.com
`
`Leigh F. Gill submitted the following statement: The attorney of record is an active member in good standing of the bar of the highest court of a
`U.S. state, the District of Columbia, or any U.S. Commonwealth or territory.
`
`Correspondence Information (current):
`      LEIGH F. GILL
`      PRIMARY EMAIL FOR CORRESPONDENCE: leigh.gill@immixlaw.com
`      SECONDARY EMAIL ADDRESS(ES) (COURTESY COPIES): ashley.lathrop@immixlaw.com; ipdocket@immixlaw.com
`
`Correspondence Information (proposed):
`      Leigh F. Gill
`      PRIMARY EMAIL FOR CORRESPONDENCE: leigh.gill@immixlaw.com
`      SECONDARY EMAIL ADDRESS(ES) (COURTESY COPIES): ipdocket@immixlaw.com
`
`Requirement for Email and Electronic Filing: I understand that a valid email address must be maintained by the owner/holder and the
`owner's/holder's attorney, if appointed, and that all official trademark correspondence must be submitted via the Trademark Electronic
`Application System (TEAS).
`
`FEE(S)
`Fee(s) in the amount of $100 is being submitted.
`
`SIGNATURE(S)
`
`Signature: /Leigh F. Gill/      Date: 05/29/2020
`Signatory's Name: Leigh F. Gill
`Signatory's Position: Attorney of record
`Signatory's Phone Number: 503-802-5542
`
`Response Signature
`Signature: /Leigh F. Gill/     Date: 05/29/2020
`Signatory's Name: Leigh F. Gill
`Signatory's Position: Attorney of record
`
`Signatory's Phone Number: 503-802-5542
`
`The signatory has confirmed that he/she is a U.S.-licensed attorney who is an active member in good standing of the bar of the highest court of a
`U.S. state (including the District of Columbia and any U.S. Commonwealth or territory); and he/she is currently the owner's/holder's attorney or
`an associate thereof; and to the best of his/her knowledge, if prior to his/her appointment another U.S.-licensed attorney not currently associated
`with his/her company/firm previously represented the owner/holder in this matter: the owner/holder has revoked their power of attorney by a
`signed revocation or substitute power of attorney with the USPTO; the USPTO has granted that attorney's withdrawal request; the owner/holder
`has filed a power of attorney appointing him/her in this matter; or the owner's/holder's appointed U.S.-licensed attorney has filed a power of
`attorney appointing him/her as an associate attorney in this matter.
`
`

`

`Mailing Address:    LEIGH F. GILL
`   IMMIX LAW GROUP PC
`
`      600 NW NAITO PKWY, SUITE G
`
`   PORTLAND, Oregon 97209
`Mailing Address:    Leigh F. Gill
`   IMMIX LAW GROUP PC
`   600 NW NAITO PKWY, SUITE G
`   PORTLAND, Oregon 97209
`
`RAM Sale Number: 88147115
`RAM Accounting Date: 05/29/2020
`
`Serial Number: 88147115
`Internet Transmission Date: Fri May 29 20:44:17 ET 2020
`TEAS Stamp: USPTO/POA-XX.XX.XXX.XXX-2020052920441791
`7675-88147115-710359412125d0fff2618e6179
`c07b1fdda2bbd9c944a89a9bb98a29065b75ec2-
`CC-44166752-20200529200545860277
`
`        
`        
` 
`

`

`SETTLEMENT AND COEXISTENCE AGREEMENT
`
`This Settlement and Coexistence Agreement (this “Agreement”), effective as of June 8,
`2018 (the “Effective Date”), is made and entered into by and among Migros-Genossenschafts-
`Bund, a Swiss cooperative with an address of Limmatstrasse 152, CH-8031 Zurich, Switzerland
`(“Migros”), InSpa Corporation, a Washington corporation with an address of 4001 1st Avenue
`South, Seattle, Washington, 98134 (“InSpa”), and CMH Partners LLC, a Washington limited
`liability company with an address of 973 Nakata Ave. NW, Bainbridge Island, WA 98110
`
`(“CMH”).
`
`BACKGROUND
`
`WHEREAS, lnSpa is the record owner of Reg. No. 3,381,209 for the mark INSPA
`A.
`for use with “skin and body care products, namely, skin cleansing lotions and soap bars; skin
`toning lotions; skin moisturizers and night moisturizing creams; eye moisturizers; hand creams;
`non-medicated creams used for firming and repair of skin; sun screen preparations; body washes;
`bubble bath, bath salts, bath oils for cosmetic purposes; foot cleansing scrubs” in Class 3, Reg. No.
`3,381,210 for the mark INSPA for use with “retail shops featuring skin care products” in Class 35,
`and Reg. No. 3,381,211 for the mark INSPA for use with “skin care salon services, namely,
`massage, facials, manicures and pedicures, and body waxing se1vices” in Class 44 (collectively,
`the “ nSpa Marks”);
`
`WHEREAS, Migros owns and uses the mark NSPA with goods identified in App.
`B.
`No. 79/191,517 and is the record owner of App. No. 79/191,517 for the mark NSPA EVER
`YOUTHFUL (stylized) for use in connection with “Bleaching and cleaning preparations for
`cosmetic purposes, non-medicated toilet preparations in the nature of toilet water and toilet soap;
`cosmetics; soaps for personal use; make-up removing preparations; bath and shower additives,
`lotions, and preparations, namely, cosmetic preparations for bath and shower; bath milks; shower
`mousses, namely mousse for skin facial, shaving mousse; body butters and lotions; hand and nail
`cream; cosmetic creams, cosmetic lotions, cosmetic gels and skincare preparations, namely, body
`balms;
`shaving foams and gels; massage oils; cosmetic masks; non-medicated toiletry
`preparations; soaps; hair and body shampoos and conditioners; perfumery; colognes; after shaves;
`essential oils; non-medicated preparations for the care of the hair, skin, scalp, teeth and nails;
`exfoliators in the nature of non-medicated exfoliating preparations for use on skin, skin clarifier,
`wrinkle removing skin care preparations and skin moisturizer; sun care products; sun screen
`preparations; after sun creams and lotions; sun block preparations; cuticle cream, cuticle removal
`preparations, nail enamel, nail polish, nail polish base coat, nail polish top coat and nail
`strengtheners; deodorants in roll-on and spray forms; cloths impregnated with cosmetic and
`cleaning preparations for the skin” in Class 3 (collectively, the “Migros Marks”);
`
`
`WHEREAS, the United States Patent and Trademark Office (the “PTO”) has refused
`C.
`registration of App. No. 79/191,517 on the grounds of likelihood of confusion with Reg. Nos.
`3,381,209, 3,381,210, and 3,381,210;
`
`WHEREAS, Migros has petitioned the Trademark Trial and Appeal Board (the
`D.
`
`to cancel Reg. No. 3,381,209 on the ground of abandonment (“Proceeding No.
`“‘TTAB”)
`92066399);
`
`

`

`E.
`
`WHEREAS, after Migros commenced Proceeding No. 92066399 and while the
`parties were negotiating resolution of this matter, lnSpa assigned all of its assets, including any
`trademark rights it has, including any rights in and to Reg. Nos. 3,381,209, 3,381,210, and
`3,381,210, to CMH;
`
`F.
`
`WHEREAS, the parties desire to enter into this Agreement for purposes of resolving
`the current dispute among them regarding their respective use and registration of the InSpa Marks
`and the Migros Marks.
`
`AGREEMENT
`
`
`NOW THEREFORE, in consideration of the foregoing and the conditions, promises, and
`covenants set forth in this Agreement, and for other valuable consideration, the receipt and
`sufficiency of which are hereby acknowledged, the parties agree as follows:
`
`1.
`
`Consent. Subject to the ternrs and conditions of this Agreement:
`
`(a)
`
`(b)
`
`Each of InSpa and CMH hereby consents to Migros’ use and registration of the
`Migros Marks in the U.S. and Canada for the goods identified in App. 79/ 191,5 1 7
`once amended in accordance with Section 3(b) below and agrees not to directly or
`indirectly object to, oppose, seek to cancel, or otherwise challenge Mi gros’ rights
`in, or it use and/or registration of the Migros Marks in the U.S. or Canada in
`connection with the goods identified in App. 79/191,517 once amended.
`
`Migros hereby consents to CMH’s use and registration of the InSpa Marks in the
`U.S. and Canada for the goods and services identified in Reg. Nos. 3,381,209,
`3,381210, and 3,38121 1 once amended in accordance with Section 3(a) below and
`agrees not to directly or indirectly object to, oppose, seek to cancel, or otherwise
`challenge CMH’s rights in, or its use and/or registration of the InSpa Marks in the
`U.S. or Canada in connection with the goods and services identified in Reg. Nos.
`3,381,209, 3,381210, and 3,381211 once amended.
`
`Channels of Trade. The parties acknowledge and agree that there is no likelihood of
`confusion between the InSpa Marks and the Migros Marks,
`in part because of the
`differences in the marks and in part because:
`
`(a)
`
`(b)
`
`CMH currently (and previously, CMH’s predecessor in interest, InSpa) sells Class
`3 goods under the InSpa Mark solely in InSpa salons that CMH (and previously
`InSpa) operates (and not through retail stores).
`
`Migros currently sells Class 3 goods under the Migros Marks solely in brick and
`mortar and online retail stores (and not through spas or salons operated by it or by
`third parties).
`
`DJ
`
`Procedure.
`
`(a)
`
`Within one week of the later of the Effective Date or the last date a party signs this
`Agreement, (i) lnSpa and C MH shall file a notice of assignment with the Board
`
`2
`
`

`

`(b)
`
`(c)
`
`evidencing the transfer of Reg. Nos. 33811209, 3,381,210, and 3,381,210 to CMH
`and (ii) Migros shall file a copy of a joint or consented motion to join CMH as a
`party to Proceeding No. 92066399 substantially in the form of the motion attached
`to this Agreement as Exhibit A.
`
`Within one week of the Board’s decision granting the motion described in Section
`3(a)(ii), InSpa shall
`file a consented motion with the TTAB to amend the
`identification of goods in Reg. No. 3.381.209 to add the following phrase at
`the
`end “all of the foregoing sold through spas or salons.”
`
`Within one week of the TTAB’s granting of the motion described in Section 3(b)
`above. Migros shall file a response to the letter of suspension issued in connection
`with App. No. 79/ 191,517 requesting amendment of the identification of goods in
`the application to add the following phrase at the end: “all of the foregoing sold
`through retail
`stores or online retail
`stores.” Migros may also request
`reconsideration of the examining attorney’s refusal and submit a copy of this
`Agreement in support of its argument.
`
`(d)
`
`Once the PTO has withdrawn its 2(d) refusal to registration of App. No. 79/191517.
`Migros will have one week to file a consented Withdrawal of Proceeding No.
`92066399 with the TTAB.
`
`Avoidance of Confusion. The parties agree that there is no likelihood of confusion
`between the InSpa Marks and the Migros Marks and that this absence of confusion is
`underscored by the differences in the channels of trade used by the parties. If any of the
`motions described in Section 3 is not granted or if the PTO refuses to register a Migros
`Mark that conforms to Section 1 above on the ground of likelihood ofconfusion and citing
`an InSpa Mark, the parties shall work together promptly and diligently to address the issues
`and enable the parties’ co-existence on the register and in the marketplace without any
`likelihood of confusion. The parties further agree to take reasonable actions to prevent any
`confusion due to the co-existence and registration of their respective marks, to notify each
`other of any instances of actual confusion between the parties” marks of which they become
`aware, and to take good faith action to eliminate any such confusion. The parties further
`agree that neither party, nor any of its licensees or related companies (as defined in 15
`U.S.C. § 1127). if any, may advertise or otherwise represent or hold itself or its services
`out as sponsored by. affiliated with, or in any way approved of by the other party. Each
`party shall notify the other parties in writing of suspected breaches or noncompliance with
`this Agreement. and the parties agree to negotiate in good faith to resolve any such disputes
`before seeking relief from the courts, the TTAB or other tribunals.
`
`No Admission. Nothing contained in this Agreement shall operate as an admission of
`liability by any party. Each party shall bear its own costs and attorneys’ fees incurred in
`connection with the negotiation and preparation of this Agreement.
`
`Consent. Any party may present a copy of this Agreement to any third party (including the
`PTO) to evidence that the parties have agreed there is no likelihood of confusion created
`
`DJ
`
`

`

`by the concurrent use and/or registration of the InSpa Marks and the Migros Marks in
`accordance with the terms and conditions of this Agreement.
`
`
`Term. The term of this Agreement shall begin on the Effective Date once all parties have
`signed the Agreement and shall remain in effect until either (a) both CMH and InSpa, on
`one hand. or (b) Migros, on the other hand, has abandoned (within the meaning of the
`Lanham Act, 15 U.S.C. § 1051 cf seq.) its rights in all its marks mentioned in this
`Agreement.
`
`Notices. All notices required under this Agreement shall be sent
`representatives as follows:
`
`to the parties’
`
`(a)
`
`For Migros:
`
`Migros-Genossenschafts-Bund
`c/o: Mibelle Group,
`Attn: Toni Paine
`
`Trinity Court, Molly Millars Lane,
`Wokingham, RG41 2PY, UK
`
`With a copy (which shall not constitute legal notice) to:
`
`Migros-Genossenschafts-Bund
`Attn: Legal & Compliance Department
`Limmastrasse 152
`CH-8031
`
`Zurich, Switzerland
`
`Alexandra MacKay
`Stites & Harbison PLLC
`
`401 Commerce Street, Suite 800
`Nashville, TN 37219
`
`(b)
`
`For lnSpa:
`
`lnSpa C 01p oration
`Attn: Theresa Savage
`4001 1St Ave. So.
`
`Seattle, Washington 98134
`
`With a copy (which shall not constitute legal notice) to:
`
`Leigh Gill
`lmmix Law Group PC
`600 NW Naito Pkwy
`Unit G
`
`Portland. Oregon 97209
`
`

`

`(c)
`
`For CMH:
`
`CMH Partners LLC
`Attn: Colleen Horder
`973 Nakata Ave NW
`
`Bainbridge Island, WA 981 10
`
`With a copy (which shall not constitute legal notice) to:
`
`Leigh Gill
`Immix Law Group PC
`600 NW Naito Pkwy
`Unit G
`
`Portland, Oregon 97209
`
`Each party may update the names and addresses of the parties to be noticed from time-to-
`time by providing 30-days prior written notice to the then active address.
`
`General. Each of the parties agrees to execute and deliver any and. all additional papers
`and documents (including without limitation any documents that may be reasonably
`necessary to evidence the consent contemplated under this Agreement), and to do any and
`all acts reasonably necessary in connection with the performance of its obligations under
`this Agreement to carry out the spirit and intent of the parties. In the event that any
`provision of this Agreement is deemed to be illegal or unenforceable, such provision shall
`be modified to make it enforceable to achieve the objectives of the parties to this
`Agreement and such determination and modification shall not affect the validity of the
`remaining provisions of this Agreement. Each party may assign its
`rights and
`responsibilities under this Agreement in connection with the transfer of its rights in the
`InSpa Marks or the Migros Marks (as applicable), together with the goodwill of the
`business by them upon written notice to the other parties. All of the terms and conditions
`of this Agreement shall inure to the benefit of and shall be binding upon each of the parties
`to this Agreement and their respective affiliates, related companies, parents, subsidiaries,
`officers, directors, principals, predecessors, successors, licensees, assigns, and any other
`party working in concert with them. This Agreement may not be modified except in writing
`signed by the parties. Waivers of any provisions of this Agreement may be given only in
`writing signed by the party charged with waiver. No waiver of any provision of this
`Agreement shall be implied, and no waiver shall be deemed to make future, similar, or
`additional waivers. This Agreement constitutes the entire agreement between the parties
`with respect to the subject matter of this Agreement, and shall supersede all prior and
`contemporaneous agreements and representations of the parties concerning the subject
`matter of this this Agreement. This Agreement may be signed in one or more counterparts,
`each of which shall be deemed an original, but all of which together shall constitute one
`and the same instrument. Facsimile and pdf signature shall be sufficient and fully binding.
`
`

`

`IN WITNESS WHEREOF, the parties have executed this Agreement as follows:
`
`MlGROS-GENO
`
`
`NSCHAFI'. B
`I
`
`
`Title? 9mg???)
`LefA Mg“;
`Date: £3515 cg:
`5.5,,“ Ag
`20*?
`
`CMH PARTNERS LLC
`
`INSPA CORPORATION
`
`By:
`
`Name:
`
`Title:
`Date:
`
`By:
`
`Name:
`
`Title:
`
`Date:
`
`

`

`

`

`IN WITNESS WHEREOF, the parties have executed this Agreement as follows:
`
`MIGROS—GENOSSENSCHAFTS—BUND
`
`INSPA CORPORATION
`
`
`Byi W 52,074,
`
`Name:
`Theresa Savage
`
`By:
`Name:
`
`Title:
`
`
`Title:
`COE
`
`Date:
`
`
`Date:
`06/ 1 5/201 8
`
`CMH PARTNERS LLC
`
`
`
`By:
`
`Name:
`
`
`
`
`
`
`
`Title:
`
`Date:
`
`

`

`IN WITNESS WHEREOF, the parties have executed this Agreement as follows:
`
`MIGROS- GENOSSENSCI-[AFTS-BUND
`
`INSPA CORPORATION
`
`By:
`
`
`By:
`
`Name:
`
`
`
`Name:
`
`Title:
`
`
`
`Title:
`
`Date:
`
`Date:
`
`:TiCifl/ZZZ #46»
`
`Name: Comma S. jszcl/zr
`Title: MQMW
`Date:
`(fillth/DIB
`
`
`
`

`

`RAM SALE NUMBER: 88147115
`
`RAM ACCOUNTING DATE: 20200529
`
`INTERNET TRANSMISSION DATE:
`
`SERIAL NUMBER:
`
`2020/05/29
`
`88/147115
`
`Description
`
`POA
`
`Fee
`Code
`
`7005
`
`Transaction
`
`Total Fees
`Paid
`
`2020/05/29
`
`100
`
`