Website Terms
These
(“Terms”) govern your use of, and access too, technology and information
available through the website www.iptoolworks.com (the
“Website”). These terms constitute a binding agreement between you and IP
Toolworks, LLC (“Licensor”), licensor of the tools accessible through
the Website (such tools being referred to individually and collectively herein
as the “Technology”). If you do not agree to abide by these Terms, you
should not access the Technology or any information regarding the Technology
(including demonstrations and mockups of the Technology) made available through
the Website (the “Documentation”) By logging in to the Website or accessing
any part of the Documentation, you accept and agree to abide by these Terms.
1.
Disclaimers
You acknowledge and agree
that:
1.
ALL MATERIALS YOU MAY ACCESS VIA THE WEBSITE, INCLUDING ANY
RESULTS YOU OBTAIN FROM USING THE TECHNOLOGY, ARE PROVIDED FOR INFORMATIONAL
PURPOSES ONLY. SUCH MATERIALS AND THEIR PRESENTATION DO NOT CONSTITUTE LEGAL
ADVICE, AND DO NOT CREATE AN ATTORNEY-CLIENT PRIVILEGE BETWEEN YOU AND THE
LICENSOR OR ANY OTHER ENTITY. NO TECHNOLOGY OR ANY MATERIAL MADE AVAILABLE
THROUGH THE WEBSITE SHOULD BE USED AS A SUBSTITUTE FOR THE ADVICE OR ASSISTANCE
OF A PROPERLY LICENSED PATENT ATTORNEY OR AGENT.
2.
THE WEBSITE, TECHNOLOGY AND DOCUMENTATION ARE PROVIDED "AS
IS." LICENSOR MAKES NO REPRESENTATIONS AS TO THE ACCURACY, TIMELINESS OR
COMPLETENESS OF ANY MATERIALS YOU MAY ACCESS VIA THE WEBSITE. LICENSOR
EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE WEBSITE, THE TECHNOLOGY,
THE DOCUMENTATION, AND ANY MATERIALS YOU MAY ACCESS VIA THE WEBSITE, INCLUDING
THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY,
TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITATION TO THE FOREGOING, LICENSOR
PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND
THAT THE WEBSITE, THE TECHNOLOGY, THE DOCUMENTATION, AND/OR ANY MATERIALS YOU
MAY ACCESS VIA THE WEBSITE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED
RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS
OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY
STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE
CORRECTED.
2.
Use and Access
1.
For the purpose of this agreement, a statement that you have an
“active account” should be understood to mean that each of the following is
true:
1.
you have been provided with a user name and password for the
Website (your “Login Information”);
2.
your Login Information is not currently disabled;
3.
you have agreed to abide by these Terms; and
4.
these Terms
have not been terminated or expired.
2.
During the Term (as defined in section 6, infra), you may:
1.
if you have an active account with the Website, access and use
the Technology solely for the purposes of: (i)
assisting you in representing individuals and/or organizations which have
employed or otherwise engaged you to represent them before the United States
Patent and Trademark Office, (ii) evaluating the Technology, or (iii) assisting
Licensor or Licensor’s designee(s) with testing, improving or evaluating the
Technology; and
2.
whether or not you have an active account with the Website,
access the Documentation solely for the purposes of: (i)
assisting you with using the Technology (but only if you have an active account
with the Website), (ii) determining if you would like to obtain access to the
Technology, or (iii) assisting Licensor or Licensor’s designee(s) with testing,
improving or evaluating the Website or the Technology.
3.
You agree that you will not, will not attempt to, and will not
allow or assist any other person or entity to:
1.
share a user name and password usable to access the Website with
any other person or entity;
2.
access the Technology if you do not have an active account;
3.
allow any other person or entity to access the Technology, other
than if you have been given administrator privileges by Licensor;
4.
duplicate, reverse engineer, reproduce or use any information
from the website to create any product or service which is competitive with the
Technology;
5.
other than if you have been given administrator privileges by
Licensor, rent, lease, lend, sell, sublicense, assign, distribute, publish,
transfer or otherwise make available the Technology or any features or
functionality of the Technology, to any third party for any reason; or
6.
use the
Technology or Documentation for any purpose not explicitly authorized by these
Terms.
4.
If you become aware that, or have reason to suspect that, any of
the acts set forth in section 2.3 of these Terms has taken place, you will
inform Licensor, and will provide Licensor with all information and assistance
Licensor reasonably requests in responding to that act.
3.
Intellectual Property
1.
You acknowledge and agree that, as between you and Licensor, all
Technology, all Documentation, and all intellectual property in or relating to
such Technology and/or Documentation is and shall be the sole property of
Licensor.
2.
You agree that all information you provide to Licensor regarding
the Technology, the Website, the Documentation, or any materials available
through the Website, including, but not limited to, suggestions for
enhancements, new products, new features, bug reports, and other feedback
(collectively, the “Provided Material”), may be used, sold, offered
for sale, disclosed, reproduced, used as a basis for derivative works, and
otherwise exploited by Licensor without restriction for any purpose. You agree
to assign, and hereby do assign, any right, title or interest you may have in
such Provided Material to Licensor, and agree to take such further action,
including execution of additional documents establishing or evidencing
Licensor’s rights, as Licensor may reasonably request to give effect to this
section.
4.
Updates
1.
You acknowledge that Licensor may from time to time in its sole
discretion develop and deploy modifications to the Website, the Technology
and/or the Documentation. You agree that Licensor has no obligation to make any
such modifications or to continue to provide or enable any particular features
or functionality.
2.
You acknowledge and agree that Licensor or its designees may,
from time to time, provide new versions of these Terms by making them available
on the Website. In the event Licensor provides a new version of these Terms,
such new version shall supersede and replace these Terms as of the date on
which you perform any action which constitutes agreement with such new version.
5.
Liability and Indemnification
1.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT
WILL LICENSOR OR LICENSOR’S DESIGNEES, OR ANY OF ITS OR THEIR RESPECTIVE
LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO:
1.
YOUR USE OF OR INABILITY TO USE THE WEBSITE, THE TECHNOLOGY, THE
DOCUMENTATION, OR ANY MATERIAL MADE AVAILABLE THROUGH THE WEBSITE;
2.
PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF
SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION,
COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL,
INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES; or
3.
DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE
AMOUNT ACTUALLY PAID BY YOU TO LICENSOR IN CONSIDERATION OF BEING PROVIDED AN
ACTIVE ACCOUNT.
2.
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE
OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND
REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN
LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY
MAY NOT APPLY TO YOU.
3.
You agree to indemnify, defend and hold harmless Licensor and
Licensor’s designees, successors and assigns from and against any and all
losses, damages, liabilities, deficiencies, claims, actions, judgments,
settlements, interest, awards, penalties, fines, costs, or expenses of whatever
kind, including attorneys' fees, arising from or relating to your use or misuse
of the Website, the Technology, any materials available through the Website, or
your breach of these Terms.
6.
Term and Termination
1.
The Term shall start when you agree to these Terms, and shall,
unless otherwise terminated, continue for a period of one year from the date
you agree to these Terms (the “Initial Term”). Thereafter, it shall
automatically renew for additional one year periods, each of which shall be
treated as starting on January 1 of the then current calendar year (each
a “Renewal Term”) unless either of the parties provides notice to
the other of an intent not to renew after the end of the then current Initial
Term or Renewal Term. For the purpose of this section 6.1, if you have an
active account with the Website and do not log in using your Login Information
at least once per calendar quarter during a Renewal Term, you shall be deemed
to have provided notice to Licensor of a desire not to renew at the end of that
Renewal Term.
2.
You may terminate these Terms by:
1.
providing notice to Licensor or Licensor’s designee of your
desire to terminate these Terms, such notice to include an explanation of the
reasons for your desire to terminate; and
2.
ceasing to use
or access any technology made available through the Website, or doing any other
act authorized by these Terms.
3.
Licensor or its designees may terminate these Terms or disable
your Login Information, with or without notice, for any reason or no reason.
4.
These Terms will terminate immediately and automatically without
requiring notice in the event that they are superseded as set forth in section
4.
5.
Upon termination you will immediately cease to access the
Technology or Documentation, or do any other act authorized under section 2.2
of these Terms.
6.
The provisions of sections 1, 2.3, 2.4, 3, 5, 7 and 8, and any
other provision which should, by its nature, survive termination of these
Terms, shall survive termination or expiration of these Terms.
7.
Confidentiality
1.
You agree that you shall take the same level of care you use to
protect your own confidential information or other confidential information
which has been provided to you, but in any event no less than reasonable care,
to protect the secrecy of and avoid disclosure and unauthorized use of the
confidential information of Licensor. Notwithstanding the foregoing, you may
disclose confidential information of Licensor to the extent required by an
order of any court or other governmental authority, but in each case only after
Licensor has been notified in writing and has had the opportunity, if possible,
to obtain reasonable protection for such information in connection with such
disclosure.
2.
Confidential information of Licensor shall include any
information usable to access the Technology, the Technology, and the
Documentation, but does not include information that you can demonstrate by
written or other documentary records: (a) was rightfully known to you without
restriction on use or disclosure prior to such information's being disclosed or
made available to you connection with these Terms; (b) was or becomes generally
known by the public other than by your or any of your representatives’
noncompliance with these Terms (c) was or is received by you on a
non-confidential basis from a third party that, to your knowledge, was not or
is not, at the time of such receipt, under any obligation to maintain its
confidentiality; or (d) you can demonstrate by written or other documentary
records was or is independently developed by you without reference to or use of
any confidential information of Licensor.
3.
You acknowledge that information you submit using the Website or
the Technology, and any information we may collect regarding your use of the
Website, the Technology, the Documentation or any material made available
through the Website will be treated according to the Website’s privacy policy (the
“Privacy Policy”). The Privacy Policy is incorporated by reference into these
Terms, and by agreeing to these Terms you consent to all actions taken by
Licensor or Licensor’s designees with respect to your information in compliance
with that Privacy Policy.
8.
Miscellaneous
1.
You acknowledge and agree that Licensor is not responsible for
third party materials which may be made available or provided as results by the
Technology, including for their accuracy, completeness, timeliness, validity,
copyright compliance, legality, decency, quality or any other aspect thereof.
Licensor does not assume and will not have any liability or responsibility to
you or any other person or entity for any third party materials. Third party
materials and links thereto are provided solely as a convenience to you and you
access and use them at entirely at your own risk.
2.
If any provision of these Terms is illegal or unenforceable
under applicable law, the remainder of the provision will be amended to achieve
as closely as possible the effect of the original term and all other provisions
of these Terms will continue in full force and effect.
3.
These Terms are governed by and construed in accordance with the
internal laws of the State of Ohio without giving effect to any choice or
conflict of law provision or rule. Any legal suit, action or proceeding arising
out of or related to these Terms, the Website, the Technology, the Documentation,
or any material made available through the Website shall be instituted
exclusively in the federal courts of the United States or the courts of the
State of Ohio in each case located in the city of Cincinnati. You waive any and
all objections to the exercise of jurisdiction over you by such courts and to
venue in such courts.
4.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR
RELATING TO THIS THESE TERMS, THE WEBSITE, THE TECHNOLOGY, THE DOCUMENTATION,
OR ANY MATERIAL MADE AVAILABLE THROUGH THE WEBSITE SHALL MUST BE COMMENCED
WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF
ACTION OR CLAIM IS PERMANENTLY BARRED.
5.
These Terms and the Privacy Policy constitute the entire
agreement between you and Licensor with respect to their subject matter and
supersede all prior or contemporaneous understandings and agreements, whether
written or oral, with respect to that subject matter, to the extent they are
inconsistent with these Terms and the Privacy Policy.
6.
No failure to exercise, and no delay in exercising, on the part
of either party, any right or any power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right or power
hereunder preclude further exercise of that or any other right hereunder. In
the event of a conflict between these Terms and any applicable purchase or
other terms, these Terms shall govern.
7.
If you have an active account, Licensor or its designees may
provide any notices required by these Terms to you via an email address
associated with that account, or by making such notices available on the
Website.
8.
You may not assign these Terms or any of your rights or
obligations under these terms without the prior written consent of Licensor.
Licensor may assign these Terms without restriction. These Terms shall be
binding on the parties and their permitted assigns.