This Terms of Service Agreement ("Agreement") is a legal agreement between you and TeamPatent LLC ("TeamPatent") stating the terms that govern your participation as a TeamPatent User. BY USING TEAMPATENT'S SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. Last revised 21 March 2011
User Confidential Information means all confidential and proprietary technical data, trade secrets or know-how of a proprietary nature related to You and/or any of Your client's past, present or future research, development or business activities that is disclosed by You to TeamPatent. User Confidential Information of course does not include information, technical data or know-how that (i) is in the possession of TeamPatent at the time of disclosure, or (ii) becomes publicly known through no wrongful act of TeamPatent, or (iii) is rightfully received from a third party without breach of this Agreement, or (iv) is independently developed by TeamPatent; or (v) is approved for disclosure by You. In order to avoid a conflict of interest, You agree not to use TeamPatent to document User Confidential Information in the domain in which TeamPatent operates (e.g. editors supporting collaboration, association of text and image sub-elements, validation that patent filing requirements are met, and other functionality demonstrated or reasonably anticipated in TeamPatent's product).
TeamPatent agrees to hold in strict confidence and not to disclose to any third party any User Confidential Information which is learned, discovered, developed, or conceived within the scope of providing services to You. You understand that TeamPatent uses Amazon Web Services ("AWS") for its servers.
TeamPatent may disclose User Confidential Information to TeamPatent's responsible employees or contractors, but only to the extent necessary to provide or consider providing services to You, for billing, for auditing, for research and analysis in order to ensure the technical functioning of our network, and to protect and improve our services. TeamPatent agrees that all such employees and/or contractors must be bound by an appropriate agreement with TeamPatent not to disclose such User Confidential Information to third parties. TeamPatent agrees to notify You of any misappropriation of User Confidential Information belonging to You which comes to TeamPatent's attention.
TeamPatent acknowledges that any disclosure of User Confidential Information by You to TeamPatent does not transfer ownership of such User Confidential Information to TeamPatent. Upon a request of You, TeamPatent will destroy any User Confidential Information provided by You.
TeamPatent collects Personal Information including name, phone number, email address, company, IP address, and other details. TeamPatent (including its employees and contractors) may use Personal Information to operate, maintain, and improve the features and functionality of TeamPatent. TeamPatent may partner with other service providers who will have access to Personal Information, for example to provide a single sign-on experience. TeamPatent does not provide Personal Information to third parties in order that they may send you commercial or marketing messages for unrelated services.
2. Relationship With TeamPatent. TeamPatent is located at 839 Laurel St, Alameda, CA (in Alameda County) and may be contacted at 510-601-7625. You understand and agree that by becoming a TeamPatent User, no legal partnership or agency relationship is created between you and TeamPatent. Neither you nor TeamPatent is a partner, an agent or has any authority to bind the other. You agree not to represent otherwise. You also certify that you are of the legal age of majority in the jurisdiction in which you reside (at least 18 years of age in many countries) and you represent that you are legally permitted to become a TeamPatent User. This Agreement is void where prohibited by law and the right to become a TeamPatent User is not granted in such jurisdictions. As a TeamPatent User, you cannot transfer any benefits you receive from TeamPatent in connection with being a TeamPatent User. The TeamPatent ID and password you use to login as a TeamPatent User cannot be shared in any way or with any one. You are responsible for maintaining the confidentiality of your TeamPatent ID and password and for any activity in connection with your account. Notwithstanding the foregoing restrictions in this Section 2, if you are the parent or legal guardian of individuals between the ages of 13 and the legal age of majority in the jurisdiction in which you reside, you may allow such individuals to share your TeamPatent ID and password for their use solely under your supervision and only in accordance with this Agreement. You are responsible for such individuals' compliance with and violations of this Agreement and any other TeamPatent agreements.
3. User Benefits. As a TeamPatent User, you may have the opportunity to attend certain TeamPatent conferences, talks, and other events (including online or electronic broadcasts of such events) ("Events"). In addition, TeamPatent may offer to provide you with certain services ("Services"), as described more fully herein and on the TeamPatent User web pages ("Site"), solely for your own personal use (except as otherwise permitted in Section 2) in connection with your participation as a TeamPatent User and not for the benefit of any third party. Services may include, but not be limited to, any services TeamPatent offers on the Site as well as the offering of any content or materials displayed on the Site including advertising ("Content"). TeamPatent may change, suspend or discontinue providing the Services, Site and Content to you at any time, and may impose limits on certain features and materials offered or restrict your access to parts or all of materials without notice or liability.
4. Restrictions. You agree not to exploit the Site, or any Services or Content provided to you as a TeamPatent User, in any unauthorized way, including but not limited to, by trespass, burdening network capacity or using the Services, Site or Content other than for authorized purposes. Any attempt to do so is a violation of the rights of TeamPatent and its licensors. Copyright and other intellectual property laws protect the Site and Content provided to you, and you agree to abide by and maintain all notices, license information, and restrictions contained therein. Unless expressly permitted herein or otherwise permitted in a separate agreement with TeamPatent, you may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, redistribute, perform, display, or in any way exploit any of the Site, Content or Services in whole or in part. You may not decompile, reverse engineer, disassemble, attempt to derive the source code of any security components or any software components of the Services, Site or of the Content (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by any licensing terms accompanying the foregoing). Use of the Site, Content or Services to violate, tamper with, or circumvent the security of any computer network, software, passwords, encryption codes, technological protection measures, or to otherwise engage in any kind of illegal activity, or to enable others to do so, is expressly prohibited. TeamPatent retains ownership of all its rights in the Site, Content, and Services, and except as expressly set forth herein, no other rights or licenses are granted or to be implied under any TeamPatent intellectual property. If you are inadvertently granted access to a document, you agree to notify the document's owner(s) (if applicable) and TeamPatent by email immediately. You further agree not to share, copy, disclose to third parties, or otherwise use the contents of said document. You further agree to allow TeamPatent to disclose to the document's owner(s) your contact details and details of your interaction with said document.
5. Confidentiality. You agree that any TeamPatent software (including related documentation and materials) and any information disclosed by TeamPatent to you in connection with Events, Services, and Content will be considered and referred to as "TeamPatent Confidential Information". Notwithstanding the foregoing, TeamPatent Confidential Information will not include: (i) information that is generally and legitimately available to the public through no fault or breach of yours, (ii) information that is generally made available to the public by TeamPatent, (iii) information that is independently developed by you without the use of any TeamPatent Confidential Information, (iv) information that was rightfully obtained from a third party who had the right to transfer or disclose it to you without limitation, or (v) any third party software and/or documentation provided to you by TeamPatent and accompanied by licensing terms that do not impose confidentiality obligations on the use or disclosure of such software and/or documentation.
6. Nondisclosure and Nonuse of TeamPatent Confidential Information. Unless otherwise expressly agreed or permitted in writing by TeamPatent, you agree not to disclose, publish, or disseminate any TeamPatent Confidential Information to anyone other than to other TeamPatent Users who are employees and contractors working for the same entity as you and then only to the extent that TeamPatent does not otherwise prohibit such disclosure. Except for your authorized purposes as a TeamPatent User or as otherwise expressly agreed or permitted by TeamPatent in writing, you agree not to use TeamPatent Confidential Information in any way, including, without limitation, for your own or any third party's benefit without the prior written approval of an authorized representative of TeamPatent in each instance. You further agree to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of TeamPatent Confidential Information. You acknowledge that unauthorized disclosure or use of TeamPatent Confidential Information could cause irreparable harm and significant injury to TeamPatent that may be difficult to ascertain. Accordingly, you agree that TeamPatent will have the right to seek immediate injunctive relief to enforce your obligations under this Agreement in addition to any other rights and remedies it may have.
General Conflict of Interest Agreement
Access to the TeamPatent Confidential Information is restricted to testers who do not have a conflict of interest regarding information pertaining to testing TeamPatent products. Employees and affiliates of competitors to TeamPatent are not eligible to test. Accessing TeamPatent Confidential Information and/or using such information in any way that compromises the confidentiality of TeamPatent Confidential Information or compromises TeamPatent's competitive position is strictly prohibited. Violations of these conditions will be civilly prosecuted to the maximum extent possible under law. Explicitly, this bars from testing and further entry into this web site, persons involved in the development and/or production of competing products. IP Addresses and/or domain names of people accessing this web site are logged for verification.
7. Amendment; Communication. TeamPatent reserves the right, at its discretion, to modify this Agreement, including any rules and policies at any time. You will be responsible for reviewing and becoming familiar with any such modifications (including new terms, updates, revisions, supplements, modifications, and additional rules, policies, terms and conditions) ("Additional Terms") communicated to you by TeamPatent. All Additional Terms are hereby incorporated into this Agreement by this reference and your continued use of the Site will indicate your acceptance of any Additional Terms. In addition, TeamPatent may be sending communications to you from time to time. Such communications may be in the form of phone calls and/or emails and may include, but not be limited to, marketing materials, technical information, and updates and/or changes regarding your participation as a TeamPatent User. By agreeing to this Agreement, you consent that TeamPatent may provide you with such communications.
8. Term and Termination. TeamPatent may terminate or suspend you as a TeamPatent User at any time in TeamPatent's sole discretion. You may terminate your participation as a TeamPatent User at any time, for any reason, by notifying TeamPatent in writing of your intent to do so. Upon any termination or, at TeamPatent's discretion, suspension, all rights and licenses granted to you by TeamPatent will cease, including your right to access the Site, and you agree to destroy any and all TeamPatent Confidential Information that is in your possession or control. At TeamPatent's request, you agree to provide certification of such destruction to TeamPatent. Following termination of this Agreement Sections 2, 4-6, 8-16 shall continue to bind the parties.
9. TeamPatent Independent Development. Nothing in this Agreement will impair TeamPatent's right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with, any other products, software or technologies that you may develop, produce, market, or distribute. In the absence of a separate written agreement to the contrary, TeamPatent will be free to use any information, suggestions or recommendations you provide to TeamPatent pursuant to this Agreement for any purpose, subject to any applicable patents or copyrights.
10. No Warranty. TEAMPATENT DOES NOT PROMISE THAT THE SITE, CONTENT, SERVICES (INCLUDING, FUNCTIONALITY OR FEATURES OF THE FOREGOING), OR INFORMATION THAT YOU RECEIVE AS A TEAMPATENT USER (COLLECTIVELY, THE "SERVICE" FOR PURPOSES OF THIS SECTION 10 AND 11) WILL BE ACCURATE, ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED. THE SERVICE IS PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS AND THE SERVICE IS SUBJECT TO CHANGE WITHOUT NOTICE. TEAMPATENT CANNOT ENSURE THAT ANY FILES, INFORMATION OR OTHER DATA YOU ACCESS OR DOWNLOAD FROM THE SERVICE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES AND TEAMPATENT DISCLAIMS ANY LIABILITY RELATED THERETO. TEAMPATENT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TEAMPATENT DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SERVICE. YOU ASSUME TOTAL RESPONSIBILITY AND ALL RISKS FOR YOUR USE OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY INFORMATION OBTAINED THEREON. YOUR SOLE REMEDY AGAINST TEAMPATENT FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES. TO THE EXTENT THAT TEAMPATENT MAKES AVAILABLE ANY PRE-RELEASE OR OTHER PRODUCTS, SERVICES OR INFORMATION RELATED THERETO AVAILABLE TO YOU, YOU UNDERSTAND THAT TEAMPATENT IS UNDER NO OBLIGATION TO PROVIDE UPDATES, ENHANCEMENTS, OR CORRECTIONS, OR TO NOTIFY YOU OF ANY PRODUCT OR SERVICES CHANGES THAT TEAMPATENT MAY MAKE, OR TO PUBLICLY ANNOUNCE OR INTRODUCE THE PRODUCT(S) OR SERVICE AT ANY TIME IN THE FUTURE.
11. Disclaimer of Liability. UNDER NO CIRCUMSTANCES SHALL TEAMPATENT BE LIABLE WITH RESPECT TO THE SERVICE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES RESULTING FROM INADVERTENT DISCLOSURE OF YOUR DATA OR DELAY OF DELIVERY OR FROM LOSS OF PROFITS, DATA, BUSINESS OR GOODWILL, ON ANY THEORY OF LIABILITY, WHETHER ARISING UNDER TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, WHETHER OR NOT TEAMPATENT HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IF, NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, TEAMPATENT IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS THAT ARISES OUT OF OR IS IN ANY WAY CONNECTED TO YOUR USE OF THE SERVICE, TEAMPATENT'S ENTIRE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO FIFTY DOLLARS ($50.00).
12. Third-Party Notices. Third party software provided by TeamPatent to you as a TeamPatent User may be accompanied by its own licensing terms, in which case such licensing terms will govern your use of that particular third party software. Mention of third parties and third party products in any materials, advertising, promotions or coupons provided to you as a TeamPatent User is for informational purposes only and constitutes neither an endorsement nor a recommendation. All third party product specifications and descriptions are supplied by the respective vendor or supplier, and TeamPatent shall have no responsibility with regard to the selection, performance, or use of these vendors or products. All understandings, agreements, or warranties, if any, take place directly between the vendors and the prospective users.
13. Export Control. You may not use or otherwise export or re-export any TeamPatent Confidential Information received from TeamPatent except as authorized by United States law and the laws of the jurisdiction in which the TeamPatent Confidential Information was obtained. In particular, but without limitation, the TeamPatent Confidential Information may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By becoming a TeamPatent User or using any TeamPatent Confidential Information, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use any TeamPatent Confidential Information for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, chemical or biological weapons.
14. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California, as applied to agreements entered into and to be performed entirely within California between California residents. The parties further submit to and waive any objections to personal jurisdiction of and venue in any of the following forums: U.S. District Court for the Northern District of California, California Superior Court for Alameda County, Alameda County Municipal Court, or any other forum in Alameda County, for any disputes arising out of this Agreement.
15. Government End Users. Certain TeamPatent Confidential Information may be considered "Commercial Items", as that term is defined at 48 C.F.R. sec2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. sec12.212 or 48 C.F.R. sec227.7202, as applicable. Consistent with 48 C.F.R. sec12.212 or 48 C.F.R. sec227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
16. Miscellaneous. No delay or failure to take action under this Agreement will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of TeamPatent, and no single waiver will constitute a continuing or subsequent waiver. This Agreement will bind your successors but may not be assigned, in whole or part, by you without the written approval of an authorized representative of TeamPatent. Any non-conforming assignment shall be null and void. If any provision is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings regarding such subject matter. No addition to or removal or modification of any of the provisions of this Agreement will be binding upon TeamPatent unless made in writing and signed by an authorized representative of TeamPatent. The parties hereto confirm that they have requested that this Agreement and all attachments and related documents be drafted in English. Les parties ont exige que le present contrat et tous les documents connexes soient rediges en anglais.
17. Force Majeure. No Party shall be liable for any failure to perform its obligations where such failure is as a result of Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalisation, government sanction, blockage, embargo, labour dispute, strike, lockout or interruption or failure of electricity or telephone service. Any Party asserting Force Majeure as an excuse shall have the burden of proving that reasonable steps were taken (under the circumstances) to minimize delay or damages caused by foreseeable events, that all non-excused obligations were substantially fulfilled, and that the other Party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated.
18. Not a Lawyer Disclaimer. TeamPatent is not an attorney and may not perform the legal services that an attorney performs. TeamPatent is not permitted to engage in the practice of law, including providing any kind of advice, explanation, opinion, or recommendation to a consumer about possible legal rights, remedies, defenses, options, selection of forms, or strategies. Consumers may obtain information regarding free or low-cost representation through a local bar association or legal aid foundation and may contact local law enforcement, a district attorney, or a legal aid foundation if consumer believes that he or she has been a victim of fraud, the unauthorized practice of law, or any other injury. The Alameda county clerk has not evaluated or approved TeamPatent's knowledge or experience, or the quality of the TeamPatent's services.
19. Treatment of Suggestions. As part of normal product development, TeamPatent requests feedback from users with the expectation that useful feedback will be incorporated into future product releases. You agree that if you provide solicited or unsolicited suggestions to TeamPatent (e.g. in personal meetings, on TeamPatent's forum/blog, or by phone/email) that can be reasonably construed as suggestions for future TeamPatent product development (including application and extension of TeamPatent editor technologies to subject matters other than patent applications), you are granting a non-exclusive license for TeamPatent to use and redistribute products incorporating said suggestions in perpetuity without royalty. If you wish TeamPatent to compensate you for a suggestion, you agree to not provide said suggestions to TeamPatent unless and until TeamPatent provides you with written agreement that it will review said suggestion without any implied license to use.