a. General. Our Website is owned and operated by IPVision, Inc. All materials appearing on this site, including site design, text, graphics, icons interfaces, and the selection, assembly and arrangements are owned or licensed by IPVision. IPVision grants you a limited license to access Our Website but not to download (other than normal browser page caching or through normal use of IPVision supplied “export” features) or modify it, or any portion of it, except with express written consent of IPVIsion. Permission is granted to copy electronically and to print hard copy portions of these materials only as described below or elsewhere on Our Website. Any other use of these materials, including but not limited to, reproduction for purposes other than those noted on our site, modification, transmission, display, distribution or republication, without the prior written permission of IPVision is strictly prohibited. You may access Our Website only through the interface that is provided by IPVision. Use of automated means, including without limitation, web crawlers, agents, robots, scripts, spiders, screen scraping tools or other types of software or hardware technology to access, monitor, download or copy materials from the Our Website is not permitted.
b. No Other Use. You may not (i) de-compile, reverse engineer, disassemble, rent, sell, resell, exploit, lease, loan, sublicense, or create derivative works (except as described above) from the material provided on Our Website, (ii) copy, modify, reproduce, republish, distribute, transmit, or use for commercial or public purposes the material provided by IPVision or generated through the Our Website, except to the extent required in order for you to use the material in the manner expressly intended by IPVision, (iii) engage in or facilitate illegal activity, (iv) upload, transmit, or otherwise distribute any viruses or other harmful, disruptive or destructive files, (v) interfere with or disrupt networks, systems, and/or computers connected to Our Website, (vi) defame, abuse, harass, stalk, threaten, or otherwise violate the legal right of others, (vii) other than descriptions of intellectual property available for licensing or sale, advertise or offer to sell any goods or services for any commercial purpose unless you have IPVision’s written consent to do so, (viii) restrict or inhibit any other user from using Our Website, (ix) collect or store personal information about other end users, (x) impersonate any person or entity, including, but not limited to, an IPVision representative, or falsely state or otherwise misrepresent your affiliation with a person or entity, (xi) forge headers or manipulate identifiers or other data in order to disguise the origin of any content transmitted through Our Website or to manipulate your presence on Our Website , (xii) frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Our Website without IPVision’s written consent, or (xiii) use any meta tags or any other “hidden text” utilizing IPVision’s name or trademarks without the express written consent of IPVision.
c. Your Responsibility You are solely responsible for your actions and communications undertaken or transmitted using Our Website. You agree that, to the best of your knowledge, any information you provide through Our Website will be accurate and truthful. IPVision reserves the right to review the content and communications you submit to Our Website in order to ensure compliance with the terms of this Agreement.
a. User Provided Content License. If you provide any content or materials to Our Website in connection with your use of the Our Website (“User Provided Content”), including but not limited to descriptions of licensable intellectual property, then the intellectual property rights associated with the User Provided Content remain solely with you. However, you grant IPVision the perpetual, fully-paid, royalty-free, sublicensable, non-exclusive, and transferable right to use, publish, transmit, display, copy and distribute the User Provided Content, in any and all formats and platforms (whether currently existing or developed in the future), in connection with Our Website and related publications, databases and materials, including marketing materials. You also agree that IPVision may make minor modifications to the User Provided Content to meet technical requirements.
b. Representations and Warranties re: User Provided Content. You represent and warrant that the User Provided Content: (a) is owned by you, or you have the full right to provide the User Provided Content to IPVision and grant the above license; (b) does not infringe or misappropriate any copyright, trademark, trade secret or other intellectual property right; (c) does not violate any person’s right of privacy or publicity; (d) does not contain any unlawful, obscene, defamatory or libelous material, and (e) to the best of your knowledge, is accurate and complete. You also represent and warrant that your disclosure of the User Provided Content is not in breach of any obligation of confidentiality that you have to any other person or organization.
YOU EXPRESSLY AGREE THAT USE OF OUR WEBSITE IS AT YOUR SOLE RISK. ACCESS TO OUR WEBSITE AND ITS CONTENT, PRODUCTS AND SERVICES ARE PROVIDED “AS IS.” IPVISION DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, CONCERNING THE MERCHANTABILITY, QUALITY, NON INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OF OUR WEBSITE OR ITS CONTENT, PRODUCTS OR SERVICES. NO WARRANTY IS GIVEN THAT THE SERVICES WILL BE ERROR-FREE, FREE OF VIRUSES OR UNINTERRUPTED. IPVISION IS NOT RESPONSIBLE FOR INVALID DESTINATIONS AND TRANSMISSION ERRORS IN, CORRUPTION OF, OR THE SECURITY OF INFORMATION CARRIED OVER TELECOMMUNICATIONS CARRIERS’ OR OTHER PROVIDERS’ FACILITIES. IPVISION HAS NO LIABILITY FOR FAULTY OR INTERRUPTED COMMUNICATIONS LINKS. YOU ACKNOWLEDGE THAT SUBSTANTIAL AMOUNTS OF THE CONTENT OF OUR WEBSITE ARE PROVIDED BY THIRD PARTIES, AND IPVISION HAS NO CONTROL OVER, OR LIABILITY FOR ANY SUCH CONTENT. UNDER NO CIRCUMSTANCES WILL IPVISION BE RESPONSIBLE FOR THE USE BY YOU OF, OR RESULTS ACHIEVED BY YOU FROM THE SERVICES OR ANY DATA ACCESSED THROUGH OUR WEBSITE. NO PERSON IS AUTHORIZED TO MAKE ANY OTHER WARRANTY OR REPRESENTATION CONCERNING IPVISION SERVICES, DELIVERABLES OR PRODUCTS UNLESS AND UNTIL MADE IN A SINGLE WRITING THAT IS SPECIFICALLY APPROVED AND SIGNED BY IPVISION’S GENERAL COUNSEL.
NEITHER IPVISION NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR LOSS OF PROFIT, LOSS OF BUSINESS OR ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL, COLLATERAL OR INCIDENTAL DAMAGES INCURRED THAT ARISE OUT OF THE USE OR THE INABILITY TO USE OUR WEBSITE OR OTHERWISE, OR THAT ARISE OUT OF ANY BREACH OF A REPRESENTATION OR WARRANTY, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF IPVISION OR SUCH SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND ANY OTHER TORT.
IN THE EVENT THE FOREGOING LIMITATION OF LIABILITY SHALL BE FOR ANY REASON HELD UNENFORCEABLE OR INAPPLICABLE, YOU AGREE THAT THE AGGREGATE LIABILITY OF IPVISION AND ITS SUPPLIERS TO YOU SHALL NOT EXCEED FIVE HUNDRED DOLLARS ($500).
EXCEPT FOR THE INDEMNIFICATION PROVISIONS IN “6. INDEMNITY” BELOW, YOU SHALL NOT BE LIABLE TO IPVISION FOR LOSS OF PROFIT, LOSS OF BUSINESS OR ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL, COLLATERAL OR INCIDENTAL DAMAGES.
While our analysts are experienced in intellectual property issues, we are not patent lawyers nor do we render legal advice. We work with client counsel and technical experts to assist in areas which are appropriate based upon our competencies. Analyses supplied by IPVision are designed to point out approaches, patterns or situations which our experience has shown may be of particular interest to a client. IPVISION SPECIFICALLY DISCLAIMS ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO ANY RELIANCE BY YOU OR ANY THIRD PARTY UPON ANY RECOMMENDATIONS, DATA OR INFORMATION PROVIDED BY IPVISION OR OUR WEBSITE AS CONSTITUTING BUSINESS OR LEGAL ADVICE.
You agree to defend, indemnify, and hold harmless IPVision and its parent, subsidiaries, affiliates, officers, directors, partners, agents, consultants, and employees (collectively, “IPVision Parties”) harmless from and against any and all liability, damages, injuries, losses, costs, and expenses (including attorneys’ fees) incurred by any IPVision Party in connection with any claim, including, but not limited to, claims for defamation, violation of rights of publicity and/or privacy, or copyright infringement arising out of: (i) any breach by you of any term or condition of this Agreement, (ii) your use of Our Website, (iii) any use or alleged use of your user name by any person, whether or not authorized by you, (iv) any User Provided Content that you submit to Our Website and (v) your violation of the rights of any other person or entity relating to Our Website.
If any such action shall be brought against any IPVision Party, they shall attempt to notify you via email at the email address, if any, on file with IPVision at the time but the failure of any IPVision Party to so notify you shall not relieve you of your obligations hereunder. You shall assume and control the defense and settlement of each such action, including the employment of counsel and payment of all expenses. Any IPVision Party shall have the right to employ separate counsel in any such action and participate in the defense, at their own cost unless otherwise agreed to by you.
IPVision reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.
When using Our Website, you may sometimes be linked to other websites which are not operated by IPVision, e.g. the United States Patent and Trademark website (www.uspto.gov). When you link to these other websites you may be required to agree to additional terms and conditions in order to access information or services from these websites. If you access such third party websites you agree to be bound by such third party terms and conditions.
IPVision products and services are protected by issued patents and pending patent applications as well as copyright. The databases on Our Website or otherwise used by IPVision are proprietary to IPVision or its suppliers. These databases shall remain the exclusive property of IPVision or its suppliers, and you agree that you have no rights therein other than the specific limited use permissions set forth herein. Elements of the site are also protected by trademark, copyright, trade dress and other laws and may not be imitated in whole or in part on other websites or otherwise.
IPVision may elect to resolve any controversy or claim arising out of or relating to this Agreement or any IPVision services by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Boston, Massachusetts, and judgment on the arbitration award may be entered into any court having jurisdiction. Either IPVision or you may seek any interim or preliminary relief from a court of competent jurisdiction in the Eastern District (Boston) of Massachusetts necessary to protect the rights or property of IPVision or you pending the completion of arbitration.
a. Compliance With Laws. You agree to comply fully with all applicable laws, statutes, ordinances, rules and regulations, and agree not to use Our Website to facilitate collusion or for any other conduct violating antitrust or other applicable laws.
b. Waivers and Remedies. Any waiver by you or IPVision of the provisions of this Agreement or of your or IPVision’s rights or remedies under this Agreement must be in writing to be effective. Any waiver in a particular instance shall not constitute a waiver of the same or different rights or breaches in any other instance. Failure, neglect or delay by you or IPVision to enforce the provisions of this Agreement or your or IPVision’s rights or remedies at any time will not be construed and will not be deemed to be a waiver of your or IPVision’s rights under this Agreement and will not prejudice your or IPVision’s right to take subsequent action. No exercise or enforcement of any right or remedy under this Agreement will preclude the enforcement of any other right or remedy under this Agreement or that you or IPVision is entitled by law to enforce
c. Governing Law and Jurisdiction. This Agreement and all aspects of Our Website shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts with the exception of its conflict of laws rules. You and IPVision agree to submit to the personal and exclusive jurisdiction of the courts located within the Eastern District (Boston) of Massachusetts.
d. Time To Bring Claims. You agree that any claim or cause of action arising out of or related to use of Our Website or the terms of this Agreement must be filed by you within one (1) year after such claim or cause of action arose or be forever barred.
e. Severability. If any part provision of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of this Agreement shall continue in effect.
f. Force Majeure. IPVision shall have no liability for any failure or delay resulting from any condition beyond the reasonable control of IPVision, including but not limited to governmental action or acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures and Internet disturbances.
IPVision reserves the right, in its sole discretion, to supplement, modify or discontinue any aspect of Our Website, including, without limitation, restricting the times or means of access to Our Website. IPVision also reserves the right, in its sole discretion, to modify this Agreement in any manner and to adopt additional terms or conditions governing your access and use of Our Website, and the terms and conditions related to the access and use thereof, at any time, without prior notice. The terms of any such amendment to this Agreement shall become effective immediately upon posting of such terms on Our Website, and your use of Our Website on or after such effective date shall constitute acceptance of such amended terms.
Questions or problems regarding use of Our Website may be directed to Our Website Customer Support by writing to IPVision, Inc., Watermill Center, 800 South Street, Waltham, MA 02453, USA, Attn: Our Website Customer Support,or firstname.lastname@example.org. You agree that IPVision may keep records of the conversations that IPVision employees have with you in order to monitor the quality of IPVision’s service and to ensure that the information needed is received. However, you also agree that IPVision’s customer service employees are not authorized to waive any provision of this Agreement.
This Agreement sets forth the entire understanding between IPVision and you with respect to the subject matter of this Agreement and supersedes any previous and contemporaneous communications, representations, understandings and agreements, whether oral or written, between IPVision and you with respect to said subject matter.
Last Revised: March 2, 2017