Effective Date: January 28, 2025
Intellectual Property Electronic Intuition, Inc. d/b/a iPELiNT™ provides web-based intellectual property research, data analytics, and information products and services (collectively, "Services") based on iPELiNT's software as a service ("SaaS") application and web portal. The Services assist patent professionals, investors, government agencies, inventors, and others to efficiently evaluate actual and proposed patent applications for a variety of success factors (collectively the "Purposes").
These Terms and Conditions use the words "we," "us," and "our" to refer to iPELiNT and its affiliates. The terms "you" and "yours" refer to persons who access and/or use the Services in their individual capacities and on behalf of the entities or organizations that they represent. We and you are also referred to individually as a "Party," and collectively as "the Parties."
These Terms and Conditions, together with the written terms of purchase for your subscription (the "Order Form") and the Documentation (collectively, these "Terms" or "this Agreement") govern your and your End Users' access to and use of the Services. By accessing or using the Services, you agree, on behalf of yourself, the company or organization on whose behalf you are using the Services, and your End Users to be bound by these Terms. These Terms constitute a legally binding agreement between you and us. If you do not accept these Terms, you may not access or use the Services.
The "Documentation" includes any iPELiNT specifications and user guides, our Privacy Policy and other policies, and any instructions, training materials and other supporting information we provide you from time to time in writing, through training, or in any other form, all of which we may update in our reasonable discretion.
Your permission to use and access the Services is at all times subject to your full compliance with these Terms and your payment of applicable fees. In return, iPELiNT grants you a non-exclusive, non-transferable, revocable license to access and use the Services during the Subscription Term solely for the Purposes, and solely for your internal use for the benefit of you and, if applicable, your clients and customers.
You must create an account to use the Services. Only your authorized End Users may access and use the Services for which we deliver you an access key (in our sole discretion), solely for the Purposes, and only in accordance with these Terms. This license is revocable at any time with or without cause or notice in our sole and absolute discretion, subject to your right to a refund for any prepaid but unused period of the subscription term.
"End User" means an individual employee or agent of yours who is authorized by you to use the Services hereunder, who has been given a user identification and password, and subject to our reasonable approval.
You represent and warrant that you shall not, directly or indirectly:
We reserve the right to modify or discontinue any part of the Services at our sole discretion, with prior notice, provided however, that if we make any modification to or discontinue the Services in a manner that materially diminishes your use, upon receipt of your written request made within thirty (30) days of the same, we will allow you to terminate your Subscription early without penalty and will refund any payments you made for any affected portion of the Services.
Clients and users of the Services are responsible for operating the Services in a responsible manner, including but not limited to:
The Services. We own and shall own all right, title and interest in and to the Services, including all intellectual property rights in and to the Services and any Modifications (including Modifications created by or for you). This Agreement does not convey or transfer any ownership rights in the Services to any party.
Your Data. You hereby grant to us a limited, non-exclusive, fully-paid, royalty-free, transferable (as provided herein) license to access and use all of the data and information you provide us ("Your Data") in order to deliver the Services to you. We will not transfer Your Data except in the event of a sale of all or substantially all of our business or assets.
Our Suppliers. The provisions of this Agreement related to our ownership of the Services and other ownership rights, Confidential Information and Intellectual Property Rights, licensing of the Services to you, the conditions, restrictions, and limits on your receipt and use of the Services, and our permissions and licenses regarding Your Data apply equally to the products and services of our applicable suppliers.
We shall have the right to use any and all suggestions, recommendations, and ideas provided by you related to the Services ("Feedback") without obligation, restriction or compensation. This right shall be perpetual and transferable.
We process Your Data, including intellectual property documents, for the purpose of providing the Services. All data is processed in accordance with our Privacy Policy, which is incorporated by reference.
We do not disclose or use Your Data to train AI models or other systems. You retain full control over Your Data, including the ability to delete or export it at any time. We will not retain Your Data except for internal administrative purposes, as part of our corporate data retention program, or as may be required by applicable law.
We implement industry-standard technical and organizational measures to protect Your Data. However, you acknowledge that no method of data transmission or storage is completely secure, and we shall have no liability for unauthorized access due to circumstances beyond our reasonable control.
We may utilize certain third-party platforms (e.g., cloud providers) to process and store Your Data. By using the Services, you consent to such processing and storage by these third-parties.
"Confidential Information" means all non-public information of a Party that is disclosed to the other Party, including, without limitation, the terms of your Order Form. Each Party shall use the same degree of care to protect the Confidential Information of the other Party from unauthorized use or disclosure that it uses to protect its own sensitive information, and no less than a reasonable degree of care.
THE SERVICES ARE PROVIDED STRICTLY "AS IS," "WHERE IS," AND "AS AVAILABLE." ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, OR ACCURACY, ARE HEREBY DISCLAIMED AND WAIVED TO THE MAXIMUM LAWFUL EXTENT.
While we strive to provide accurate predictive analytics, you acknowledge that all results are estimates and shall not be a substitute for the advice of legal or other professionals or persons with knowledge or expertise, or for your own research, knowledge, and judgment.
We do not provide legal advice, and the Services are not legal advice, legal services, or a substitute for professional legal counsel. We strongly recommend that you seek advice from qualified external counsel for all legal matters, including those related to intellectual property applications and compliance.
We are not responsible for impacts on the Services that may arise from laws that are not currently active or that may be enacted in the future, including but not limited to considerations related to the use of AI in drafting intellectual property applications, disclosure requirements with any intellectual property office worldwide, or changes in intellectual property laws in any jurisdiction.
You acknowledge that the value of the Services is dependent on the quality, sufficiency, and accuracy of Your Data, and that we have no responsibility for these attributes of Your Data.
You represent and warrant that you: (i) have the legal power to enter into this Agreement, (ii) have all rights in and to Your Data necessary for your placement and use of Your Data in the Services and to permit us to access and use Your Data as permitted by this Agreement; (iii) shall only use the Services for the Purposes and as expressly permitted in this Agreement; (iv) Your Data or the media on which Your Data resides does not contain any Malicious Code.
IN NO EVENT SHALL WE BE LIABLE FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, COVER, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES RELATED TO THE SERVICES. THESE FOREGOING LIMITATIONS SHALL APPLY TO THE FULL LAWFUL EXTENT, AND REGARDLESS OF THE APPLICABLE LEGAL OR EQUITABLE BASIS FOR, OR THE FORESEEABILITY OF, SUCH DAMAGES AND THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
To the maximum extent permitted by law, our total liability for all claims related to the Services will not exceed the fees paid by you for the Services during the twelve (12) months preceding the claim.
We will not liable for any delay or failure to perform due to circumstances beyond our reasonable control, such as acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, service disruptions involving hardware, software or power systems not within our reasonable control, problems with the internet, and denial of service attacks.
Fees for the Services are detailed in your Order Form. All fees are non-refundable unless otherwise specified. Except as otherwise provided in your Order Form: (i) all fees are due and payable on or before the day of initiation of your subscription term, and, for monthly fees, on the first day of each month during your subscription term, and shall be late thereafter with time of the essence; (ii) partial months' fees shall be pro-rated; and (iii) all fees shall be measured and payable in United States dollars.
You are responsible for any applicable sales, use and other taxes related to your purchase of the Services, excluding taxes on our income.
If you fail to make payments on time, we may charge you a reasonable late fee and a service charge of 1.5% per month or the maximum interest permitted by law, whichever is lower. We may also suspend your account until all payments are made in full.
The term of your subscription for the Services is detailed in your on-line Order Form. Except as may be provided in your Order Form, after the initial term, and unless terminated earlier as provided below, all subscriptions shall automatically renew on a month-to-month basis until and unless either Party gives the other Party at least 30 days prior notice of non-renewal, which notice may be by email.
Either Party may terminate the subscription term: (i) immediately in the event the other Party commits a material, incurable breach of these Terms, or (ii) if the other Party commits a material breach that is reasonably susceptible to cure but that remains uncured for seven (7) business days after receipt of notice of the breach and demand to cure from the non-breaching Party. Your failure to timely pay fees and charges due hereunder shall be a material breach of these Terms.
Upon termination, the licenses granted to you for the Services are immediately revoked, we may immediately deactivate your and your End Users' accounts, and you must cease all use of the Services and delete all copies of any content obtained through the Services and any of our Confidential Information in your or your Representatives' possession (except for any reports you have paid for). In no event shall any termination relieve you of the obligation to pay any fees due hereunder for the period prior to the effective date of termination, unless otherwise stated in this Agreement.
You shall be responsible for any negligence or breach of these Terms by you or your Representatives. You shall indemnify, defend and hold harmless us and our employees, agents, members, and officers from and against any and all losses, claims, damages, liabilities, fines, penalties and expenses (including all reasonable attorneys' fees) related to your or your Representatives' breach of these Terms or failure to comply with applicable laws. This indemnification obligation shall survive expiration or termination of your access to or use of the Services for any reason.
These Terms and your access to and use of the Services shall be governed by the laws of the State of Texas, without regard to the conflict of law principles of any jurisdiction. The Parties agree to submit to the personal and exclusive jurisdiction of the federal and state courts for Tarrant County, Texas. The prevailing Party in any suit at law or equity related to the Services shall be entitled to recover its reasonable attorneys' fees and costs. All of the Parties' remedies related to the Services are independent and cumulative.
We provide support to assist with issues related to your receipt of the Services. You may submit support requests through the email provided below. We reserve the right to require your payment of a reasonable fee for support requests that are unusual or unique to your use of the Services.
Support email:Support@ipelint.com
We may conduct periodic updates and maintenance. We will endeavor to schedule such maintenance during off-peak hours and notify you in advance where practicable.
The Services and related Modifications were fully developed at private expense and are commercial computer software as defined in FAR 2.101. Any related Documentation, technical data, or services are also commercial. In accordance with FAR 12.212 and DFARS 227.7202, all rights conferred in the Services, related documentation, technical data, services, or any deliverable to the United States Government are specified in this Agreement. All other uses are prohibited and no ownership rights are conferred.
Each Party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using Anna. Without limiting the foregoing, (i) each of iPELiNT and you represents that it is not named on any U.S. government list of person or entities prohibited from receiving exports, and (ii) you shall not permit End Users to access and/or use the Services in violation of any U.S. export embargo, prohibition, or restriction.
These Terms are the entire agreement of the Parties related to the subject matter herein and supersede all other communications between the Parties. You may not assign this Agreement, whether by operation of law or otherwise, without our prior written consent in our sole discretion. Any attempted assignment without such consent shall be null and void. This Agreement shall bind and inure to the benefit of the Parties, their successors and permitted assigns. The Parties are independent contractors. There are no third party beneficiaries to this Agreement. No failure or delay in exercising any right hereunder shall constitute a waiver of that or any other right or a continuing waiver of any right. All waivers must be in a writing signed by the waiving Party. This Agreement may not be modified or altered except by a written instrument signed by the Parties. Any provision of this Agreement held by a court of competent jurisdiction to be illegal or unenforceable shall be modified and interpreted so as best to accomplish the intent of the original provision to the fullest extent lawful without effect on the remaining provisions. This Agreement may be executed in counterparts all of which when taken together shall be deemed an original and the same instrument. Any payment obligations, terms related to intellectual property rights, confidentiality, data security and your warranties, and terms which by their nature would be reasonably understood to survive the termination or expiration of this Agreement shall so survive. Electronic signatures and facsimile copies of original signatures shall be considered the same as originals.
Notices required by this Agreement shall be in writing and addressed to the Party at the address below, or such other address as a Party may specify by the procedure stated herein:
Notices shall be effective on the day of delivery, if delivered by hand, by US certified mail, or a reputable national commercial courier, in each case with confirmation of delivery. Routine, non-legal notices may be given by electronic mail to each Party's e-mail address on record with the other Party.
Last Updated: January 28, 2025