Last modified: 7/30/2017
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.