TERMS OF USE OF PATENTLY

Patently Ltd is the owner of patently.com, the domain upon which we host and run the service called Patently. Patently is a patent search, analysis and collaboration software program. These terms set out the conditions of use of the Patently services (“Services”) and govern all use of the patently.com website and all content, services and products available at or through the website, including, but not limited to, patently.com Springboard Software, patently.com Springboard Support Forums and the patently.com Hosting service (“Hosting”), (taken together, the Website). The Website is owned and operated by Patently Limited (“Patently Limited”). The Website is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, patently.com’s Privacy Policy and Community Guidelines) and procedures that may be published from time to time on this Site by Patently Limited (collectively, the “Agreement”).

Please read this Agreement carefully before accessing or using the Website. By accessing or using any part of the web site, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any services. If these terms and conditions are considered an offer by Patently Limited, acceptance is expressly limited to these terms. The Website is available only to individuals who are at least 13 years old.

1. The Use of Patently

1.1 Unless explicitly agreed otherwise in writing, the Services may be used only by the Client entity or entities set out in the License Agreement letter, and may be used solely in accordance with these terms.

1.2 Use of the Services does not confer any ownership in any of the intellectual property which exists in the Patently database, including without limitation any copyright and database rights subsisting therein, nor in any other intellectual property which is provided as part of the Services. Patently Limited, patently.com, the patently.com logo, and all other trademarks, service marks, graphics and logos used in connection with patently.com, or the Website are trademarks or registered trademarks of Patently Limited or Patently Limited’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Further, no licence to use the intellectual property is conferred save as explicitly set out in these Terms of Use.

1.3 You may not:

a) copy any part of the Patently database, nor create any derivative work; b) reverse engineer, disassemble or decompile any part of the Patently database; c) create Internet “links” to the Patently database; d) attempt to circumvent any user limits or other license, timing or use restrictions that are applied to the Services, e) use, access or allow access to the Services in any manner to provide services to any party other than the Client; f) sell, license, supply, display or lease the Services or any content derived via the Services to any party other than the Client; or g) use any address data or other data identifying parties to contact those parties for advertising, promotional or spamming purposes, or to offer to administer intellectual property rights.

2. The Patently Database

The content of the Patently database is derived from third party databases and the provision of the Services relies upon the data in those third party databases. The production and maintenance of these third party databases is outside our control; the data is not always accurate or rendered in the most accessible manner. Whilst Patently uses algorithms and other processing means to correct for these deficiencies, no warranty is given or implied as to the completeness or accuracy of the data, and we are not liable for any loss arising as a result of omissions or inaccuracies in these third party databases or from the processing by Patently of this data. Further, you agree that you will not hold any of the third party database providers liable for any loss arising as a result of omissions or inaccuracies in such third party databases, unless caused by the gross negligence or wilful or malicious misconduct of those third parties.

3. Termination

Patently Limited may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your patently.com account (if you have one), you may simply discontinue using the Website. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. In particular, we may suspend and/or terminate the provision of the Services if these Terms of Use are not complied with, or if we are investigating any suspected non-compliance.

4. Storage of Information

4.1 You may be permitted to annotate search results and record and save other information on the Firm’s computer systems (“User Content”) as part of the Services.

4.2 You are responsible for your User Content. Absent agreement to the contrary, the Firm will not necessarily review User Content and gives no undertaking as to the accuracy of any User Content.

4.3 You will not store any User Content which comprises material that is defamatory, offensive, illegal, or which violates the rights of third parties.

4.4 You will not create any User Content that imposes an unreasonable or disproportionately large load on the Firm’s infrastructure.

4.5 You acknowledge that the Firm may preserve and/or disclose User Content if required to do so by law.

4.6 The Firm reserves the right to delete User Content at its discretion.

5.Your patently.com Account

You are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account. You must immediately notify Patently Limited of any unauthorized uses of your account or any other breaches of security. Patently Limited will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.

6. Responsibility of Contributors

If you post material to the Website, post links on the Website, or otherwise make (or allow any third party to make) material available by means of the Website (any such material, “Content”), You are entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, you represent and warrant that:

• the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
• if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
• you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
• the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
• the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
• the Content is not pornographic, does not contain threats or incite violence, and does not violate the privacy or publicity rights of any third party;
• your content is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, blogs and web sites, and similar unsolicited promotional methods;
• your content is not named in a manner that misleads your readers into thinking that you are another person or company; and
• you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by Patently Limited or otherwise.

7. User Content License

User contributions are licensed under a Creative Commons Attribution-NonCommercial-ShareAlike 3.0 Unported License. Without limiting any of those representations or warranties, Patently Limited has the right (though not the obligation) to, in Patently Limited’s sole discretion (i) refuse or remove any content that, in Patently Limited’s reasonable opinion, violates any Patently Limited policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in Patently Limited’s sole discretion. Patently Limited will have no obligation to provide a refund of any amounts previously paid.

8. Responsibility of Website Visitors

Patently Limited has not reviewed, and cannot review, all of the material, including computer software, posted to the Website, and cannot therefore be responsible for that material’s content, use or effects. By operating the Website, Patently Limited does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Patently Limited disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted.

9. Content Posted on Other Websites

We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which patently.com links, and that link to patently.com. Patently Limited does not have any control over those non-patently websites and webpages, and is not responsible for their contents or their use. By linking to a non-patently website or webpage, Patently Limited does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Patently Limited disclaims any responsibility for any harm resulting from your use of non-patently websites and webpages.

10. Copyright Infringement and DMCA Policy

As Patently Limited asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by patently.com violates your copyright, and if this website resides in the USA, you are encouraged to notify Patently Limited in accordance with Patently Limited’s Digital Millennium Copyright Act (“DMCA”) Policy. Patently Limited will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Patently Limited will terminate a visitor’s access to and use of the Website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of Patently Limited or others. In the case of such termination, Patently Limited will have no obligation to provide a refund of any amounts previously paid to Patently Limited.

11. Changes

Patently Limited reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. Patently Limited may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

12. Disclaimer of Warranties

The Website is provided “as is”. Patently Limited and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Patently Limited nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.

In no event will Patently Limited, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Patently Limited under this agreement during the twelve (12) month period prior to the cause of action. Patently Limited shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

13. General Representation and Warranty

You represent and warrant that (i) your use of the Website will be in strict accordance with the Patently Limited Privacy Policy, Community Guidelines, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the country in which this website resides or the country in which you reside) and (ii) your use of the Website will not infringe or misappropriate the intellectual property rights of any third party.

14. Indemnification

You agree to indemnify and hold harmless Patently Limited, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Website, including but not limited to your violation of this Agreement.

15. General

15.1 Nothing in these Terms of Use shall create, or be deemed to create a partnership or joint venture or relationship of employer and employee or principal and agent between the parties. This agreement binds and inures to the benefit of your successors and assigns and our successors and assigns.

15.2 If at any time any one or more of the conditions of these Terms of Use (or any sub-condition or paragraph or any part of one or more of these Terms of Use) is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted from the contract and the validity and/or enforceability of the remaining provisions of the contract shall not in any way be affected or impaired as a result of that omission.

15.3 The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms of Use and a person who is not a party to these Terms of Use (including any employee, officer, agent, representative or sub-contractor of either party) shall not have the right (whether under the Contracts (Rights of Third Parties) Act or otherwise) to enforce any term which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the parties which agreement must refer to this condition.

15.4 This Agreement constitutes the entire agreement between Patently Limited and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Patently Limited, or by the posting by Patently Limited of a revised version.

16. Governing Law and Jurisdiction

16.1 The construction and interpretation of our contract with you is governed by the law of England and Wales and the English courts shall have exclusive jurisdiction to resolve any disputes arising under it (including claims for set-off and counterclaims). You agree that any judgment of the English courts shall be binding and may be enforced in the courts of any other jurisdiction.

16.2 A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

16.3 You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Patently Limited may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.