Effective Date: [Insert Date]
”) carefully before accessing or using the Invent Together website and related services (the “Services
”). The Services are made available to you by Invent Together (“we
” or “us
”). By accessing or using the Services, you agree to be bound by these Terms, which are a legal agreement between us and you. Having accepted these Terms by accessing the Services, you are consenting to be bound by these Terms in your personal capacity.
THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY THAT AFFECT YOUR RIGHTS FOR RESOLVING ANY DISPUTE WITH US, AS WELL AS AN INDEMNIFICATION PROVISION THAT MAKES YOU RESPONSIBLE FOR CERTAIN LOSSES. PLEASE READ THEM CAREFULLY.
1 THESE TERMS
1.1 By accessing or using the Services, you represent and warrant that you have the legal right and ability to agree to these Terms and that you have read, understood, and agree to the Terms with the intent to be legally bound by them. You are responsible for compliance with the laws of the jurisdiction where you access the Services.
1.2 We reserve the right to make changes to these Terms at any time, in accordance with applicable law. If we supplement, supersede, or make changes to these Terms, such amended Terms will be posted on the Services or through some other reasonable method. Amended Terms will take effect immediately when they are posted. If you do not accept a change, supplement, or other modification discussed in this section then you are free to stop using the Services. Your use of the Services under these changes, supplements, or other modifications shall constitute your acceptance of them.
2 LICENSE AND INTELLECTUAL PROPERTY
2.1 As between you and us, we own the Services, including, without limitation, all software, text, graphics, tools, links, recommendations, and other content or material provided in or through use of the Services (all of which form part of and are collectively referred to as the “Services
” herein), and all worldwide intellectual property rights in the foregoing.
2.2 You are granted a limited, personal, revocable, non-transferable and non-exclusive right and license to access and use the Services for your personal and non-commercial use and for their intended use only. Any software provided through or used to operate the Services is licensed, not sold, to you by us, and such license is limited to object code only. We may notify you, by notice within the software or otherwise, that the software contains software governed by the license of a third party, and you agree to abide by the terms and conditions of the same. Except as expressly permitted herein, you must not, nor enable any other person to, rent, lease, lend, sell, redistribute, sublicense, copy, reverse engineer, decompile, translate, modify, rent, use as a service bureau, distribute copies of, adapt, create derivative works based on, or otherwise use the Services.
2.3 We, in our sole discretion, may make available updates, upgrades, and/or future versions of or to the Services, and such updates, upgrades and/or future versions may not include all previous or existing features, functionality or components of the Services. These Terms will govern the use of such updates, upgrades and future versions.
2.4 Any trademark, service mark, logo or trade name contained in the Services, whether or not appearing in large print or with the trademark symbol, belongs exclusively to us or our licensors, and you may not use or display such trademarks without our permission. Nothing in these Terms grants you any right to use any trademark, service mark, logo or trade name of ours or any third party.
3 YOUR OBLIGATIONS
3.1 You agree to provide only true, accurate, current and complete information as requested during the term of these Terms and to maintain and promptly update that information so as to keep that information true, accurate, current and complete. You consent and authorize us to verify the information that you provide.
3.2 You agree not to use the Services to: (a) upload, post, email, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise illegal, tortious or objectionable; (b) impersonate any person or entity, including, but not limited to, an employee of us or any partner, or falsely state or otherwise misrepresent your affiliation with a person or entity; (c) transmit or otherwise make available any content that you do not have a right to make available, that contains a software virus or any other computer code, file or program, which might interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (d) interfere with or disrupt the Services or any server or network connected to the Services or take any action intended or reasonably expected to harm us or any other entity; and/or (e) violate any applicable local, state, federal or international law.
3.3 You are solely responsible for maintaining the confidentiality of your information and for restricting access to your devices. You accept responsibility for all activities that occur under your account or from your devices. You agree to immediately notify us at the e-mail address provided below if you have reason to believe there has been any unauthorized use of your Services account or password, or any other breach of security related to the Services, and you acknowledge that we may not be able to mitigate such unauthorized access or other breach of security until you do so. We may revoke or deactivate your account at any time.
3.4 You consent to transact with us electronically and receive legal notices and other communications electronically, either by e-mail, text messaging, push notifications (in accordance with your device settings), or by notices posted on the Services. You agree that any requirement that a communication be sent to you in writing is satisfied by such electronic communication and that you are responsible for maintaining an Internet browser, mobile device or computing equipment capable of accessing the Services.
4 WARRANTIES AND DISCLAIMER
4.1 THE SERVICES ARE PROVIDED ON AN 'AS IS', ‘AS AVAILABLE’, AND ‘WITH ALL FAULTS’ BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, sATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SERVICES SHALL BE AVAILABLE AT ALL TIMES OR BE FREE OF ERROR. WE MAKE NO REPRESENTATION OR WARRANTY ABOUT THE SECURITY OR SAFETY OF THE SERVICES OR ABOUT THE ACCURACY, AVAILABILITY, RELIABILITY, COMPLETENESS, CURRENTNESS, SUITABILITY OR TIMELINESS OF INFORMATION AVAILABLE THROUGH THE SERVICES OR ANY POINTS OR PRIVILEGES REFERENCED in the SERVICES. YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING THE SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGE RESULTING FROM ANY VIRUS.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
4.2 The Services may provide links or access to third-party websites and services outside our control. These may include, for example, event registration, payment functionality, and other features, functionalities, and services powered by third parties. We do not endorse, recommend, or otherwise accept responsibility for any of these third party websites or services, and we make no representation or warranties of any kind regarding them. We are not responsible for their content, quality, nature, reliability, privacy, data security or other practices or their handling of information you make available to them. Your business dealings with these third parties, and any terms, conditions, warranties or representations associated therewith, are solely between you and such third parties. We encourage you to review their applicable terms and policies.
5 LIMITATION OF LIABILITY
5.1 Nothing in these Terms shall limit or exclude any liability that, under applicable law, cannot be limited or excluded.
5.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE AND THE Invent Together PROTECTED PARTIES (DEFINED BELOW) DISCLAIM AND WILL NOT BE LIABLE FOR ANY DAMAGE (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGE (INCLUDING, WITHOUT LIMITATION, BODILY HARM, EMOTIONAL DISTRESS, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, OR OTHER ECONOMIC ADVANTAGE)) ARISING OUT OF OR IN CONNECTION WITH (A) YOUR ENTRY OF USER CONTENT INTO THE SERVICES, (B) ANY STATEMENT OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES, (C) STOPPAGE OF USE BY YOU DURING OR AFTER COMMENCEMENT OF USE OF THE SERVICES, (D) THE USE OR INABILITY TO USE THE SERVICES, (E) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, EFFECT, DELAY OR DEFECT IN OPERATION OR TRANSMISSION, VIRUS, LINE SYSTEM FAILURE, OR LOSS OF USE RELATED TO THE SERVICES, (f) ANY PHYSICAL ACTIVITY, personal injury, or property damage arising from or RELATED TO your use of THE SERVICE, OR (g) OTHERWISE ARISING OUT OF OR RELATING TO THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND EVEN IF WE, THE OTHER Invent together PROTECTED PARTIES, OR OUR PARTNERS HAVE PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH THE SERVICES OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE THEIR USE.
5.3 YOU AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE AND THE OTHER Invent Together PROTECTED PARTIES ARE NOT RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY DEALING WITH ANY OTHER ENTITY THAT YOU USE OR CONSULT WITH.
6.1 You promise to compensate us and our member organizations and our and their affiliates, and their successors, assigns, officers, directors, employees and agents (collectively, the “Invent Together Protected Parties”) fully against any claim or demand, including without limitation reasonable legal fees, made by any third party due to or arising out of your use of the Services, your breach of these Terms, your violation of any applicable law, or your violation of any right of another person or entity.
7 MEMBER ORGANIZATIONS
7.1 Invent Together is a coalition of organizations, universities, companies, and other stakeholders dedicated to understanding the diversity gaps in invention and patenting and supporting public policy and private initiatives to close them. You acknowledge that these Terms are between you and Invent Together only, not with any of our member organizations, and that our member organizations are not responsible for the Services. The member organizations are not responsible for addressing any claim by you or any third party relating to the Services or your possession and/or use of the Services. Upon your acceptance of these Terms, each member company will have the right to enforce these Terms against you as a third party beneficiary hereunder. For more information about Invent Together and its member organizations, please see our “About” page
8 TERMINATION AND SUSPENSION
8.1 We reserve the right to terminate these Terms and/or suspend your access to the Services immediately for any reason. You agree that any such suspension, change or termination by us may be made in our sole discretion and that, to the extent permitted by applicable law, we shall not be liable to you or any third party for any suspension, change or termination of your account or access to the Services for any reason. Those provisions that by their nature are intended to survive termination of these Terms shall so survive.
9 GOVERNING LAW
9.1 These Terms shall be governed by, and construed in accordance with, the laws of the United States and the State of Delaware without regards to the conflicts of law principles thereof. If any clause or provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such clause or provision shall not affect the validity of the remaining clauses or provisions of these Terms. You expressly agree that you shall bring such dispute in the courts of the State of Delaware, and you expressly consent and agree to submit to the exclusive personal jurisdiction and venue of such courts.
9.2 All claims arising in connection with your use of the Services should be reported and brought to our attention as soon as possible in a written statement delivered to [email protected]
To the maximum extent permitted by law, you permanently and irrevocably waive your rights to bring any claim in connection with your use of the Services unless you bring it within one (1) year of the date of the event giving rise to such claim.
10.1 These Terms constitute the entire agreement between you and us relating to its subject matter and supersedes all prior agreements, undertakings, representations, warranties and arrangements of any nature relating to the same. Each party acknowledges that it has not been induced to enter into these Terms by any representation or warranty other than those contained in these Terms.
10.2 You must not use, export or re-export the Services contrary to any law of the USA and any other jurisdiction including without limitation the Export Administration Regulations of the USA. You represent and warrant that (i) you are not located in a country that is subject to a US Government embargo or that has been designated by the US government as a “terrorist supporting” country; and (ii) you are not listed on any US government list of prohibited or restricted parties.
10.3 We may assign these Terms, in whole or in part without your consent, but you are always free to terminate your use of the Services. No person who is not a party to these Terms (other than any person specifically identified as a third party beneficiary) shall have any right under any law to enforce any term of these Terms, and no consent is required from any third party to change these Terms. We shall not be in breach of these Terms or otherwise liable to you as a result of any delay or failure in the performance of our obligations under these Terms to the extent that such delay or failure is caused by any occurrence beyond our reasonable control including, but not limited to, any act of God, strike, war or sabotage, and the time for performance of the relevant obligation shall be extended accordingly. No failure or delay by us to exercise or enforce any right or benefit under these Terms shall be deemed a waiver of such right or benefit nor operate to prevent or limit the future exercise or enforcement of that right or benefit. If any term or condition of these Terms is held invalid, void or otherwise unenforceable by any court, governmental agency or authority of competent jurisdiction, the remainder of these Terms shall remain valid and enforceable.
The parties are independent contractors and nothing in these Terms shall be deemed to create any joint venture or agency relationship among the parties, and no party shall have the right to enter into any contract on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party.
If you have an inquiry regarding the functionality of the Services, you may contact us as follows:
Email: [email protected]