IIPCC IKR Service and Software License Agreements
Service Agreement
The International IP Commercialization Counsel (“IIPCC”, “we”, or “us”) has developed proprietary software that enables you to better track your intellectual property, and to create special digital records that more easily prove the date of its creation in the event of a dispute. We also offer a service to help you easily retrieve and/or verify these digital records. Before you use our Service (defined below), you need to read and agree to this Service Agreement (this “Agreement”).
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICE.  THESE TERMS AND CONDITIONS GOVERN YOUR USE OF THE SERVICE, UNLESS WE HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT WITH YOU FOR THAT PURPOSE. WE ARE ONLY WILLING TO ALLOW YOU TO USE THE SERVICE IF YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY USING THE SERVICE OR BY CLICKING “I AGREE” BELOW, YOU ARE CONFIRMING THAT YOU UNDERSTAND THIS AGREEMENT, AND THAT YOU ACCEPT ALL OF ITS TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND IT TO THIS AGREEMENT, IN WHICH CASE “YOU” WILL MEAN THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN WE ARE UNWILLING TO PROVIDE THE SERVICE TO YOU.
​1.  Definitions
The “Agreement Effective Date” is earlier of: (i) the date that you click “I Agree” to the terms and conditions of this Agreement, or (ii) the date that you first use the Service.
“Digital Fingerprint” means the digital fingerprint used to identify an electronic document. The Digital Fingerprint does not contain a copy of any part of the electronic document itself.
“Fees” mean the fees that you are required to pay us to use the Service. We reserve the right to change the Fees from time to time, without the requirement of notice, and our then-current Fees will apply each time you elect to use the Service. We will use reasonable efforts to post our then-current Fees at https://ikr.iipcc.org/price. Fees are due on a per-request basis, unless the parties agree otherwise in writing.
“IKR Database” means the repository of IKR Records, maintained by IIPCC or its designee(s).
“IKR Record” means a Digital Fingerprint, combined with a time stamp indicating the time and date that the Digital Fingerprint was received by the IKR Database.
“IP Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world.
“Service” means the professional service through which we retrieve and/or verify IKR Records contained in our IKR Database. We reserve the right to modify the Service from time to time, at our sole discretion and without notice to you; your continued us of the Service will constitute your consent to the Service as changed.
2.  Providing the Service
2.1 Providing the Service. From time to time during the term of this Agreement, you can use the Service to ask us to retrieve and/or verify one or more of your IKR Records contained in our IKR Database. Subject to your payment of the applicable Fees, we will use commercially reasonable efforts to provide the Service to you upon request.
2.2 IP Rights. You acknowledge that we own all right, title and interest in and to the Service and all IP rights therein. You also agree that, as between the parties, we will own anything we use or develop in connection with performing the Service for you, including, among other things, any software programs, tools, specifications, ideas, concepts, inventions, processes, techniques, and know-how that we develop or use, along with all IP Rights therein.
2.3.  Restrictions. You agree not to, nor permit nor authorize any third party to: (i) sublicense, sell, rent, lease, transfer, assign, or distribute the Service to third parties; (ii) use the Service for the benefit of third parties; (iii) use the Service in violation of any applicable law, regulation, ordinance, or directive; (iv) use the Service in a manner not expressly permitted by this Agreement or our established policies; (v) attempt to interfere with or disrupt the integrity, performance, or proper functioning of the Service; (vi) develop a competitive product or service, or copy any features or functions of the Service (including, without limitation, the look-and-feel of the Service); (vii) use the Service in violation of any applicable law or regulation; or (viii) modify, obscure, or delete any proprietary rights notices that may be included as part of the Service.​
3.  Term and Termination
3.1  Term. This Agreement starts on the Agreement Effective Date and will remain in effect until terminated, as provided for herein.
3.2  Termination for Convenience. Either party may terminate this Agreement for its convenience and without liability, upon thirty (30) days written notice to the other party.
3.3  Termination for Cause. Either party may terminate this Agreement immediately upon written notice to the other for a material breach of this Agreement that the breaching party fails to cure within thirty (30) days of being notified of it in writing. We reserve the right to terminate this Agreement immediately upon written notice to you, and without giving you a cure period, if you breach any of the terms of this Agreement relating to our intellectual property or our Confidential Information (defined below).
3.4  Effect of Termination. When this Agreement terminates or expires: (i) you will no longer have the right to use the Service; (ii) if you owed us any Fees prior to termination/expiration, you will pay all of those Fees immediately; and (iii) you will promptly return to us (or, if we request it, destroy) all of our Confidential Information. Sections 1, 2.2, 2.3, 3.4, and 4 through 9 will survive the termination or expiration of this Agreement for any reason.
4.  Fees and Payment. You agree to pay us all applicable Fees in full, without deduction or setoff of any kind, in U.S. Dollars, within thirty (30) days of the date of each invoice we send you. Amounts payable under this Agreement are nonrefundable. If you do not pay us on time, in addition to any other rights we may have at law or in equity, we reserve the right to charge you interest on past due amounts at 1.5% per month or the highest interest rate allowed by law, whichever is less, and to additionally charge all expenses of recovery. We may also refuse to provide future Services to you, until you have paid us all the Fees you owe. You are solely responsible for all taxes (including, without limitation, withholding taxes and value-added taxes), fees, duties and governmental assessments (except for taxes based on our net income) that are imposed or become due in connection with the subject matter of this Agreement. You acknowledge and agree that you will be responsible to pay Fees for each request you make to use the Service, even if (i) we are unable to locate the IKR Record you are requesting; or (ii) we are unable to provide the Service to you for reasons beyond our control, including, without limitation, failure of the IKR Database to correctly log your IKR Record, or if you have provided us with information that is inaccurate, incorrect, or incomplete.

​5.  No Warranty; Disclaimer. You acknowledge that the Service is provided “AS IS”, with all faults, and without support or warranty of any kind, whether express or implied. Specifically, we do not warrant any of the following: (i) that any particular IKR Record will be successfully received or logged by the IKR Database; (ii) that any particular IKR Record in the IKR Database will be successfully retrieved or verified; (iii) that the IKR Database will be available to receive requests to retrieve or verify IKR Records; or (iv) that the Service or any associated IKR Record will provide commercial benefit or value. WE HEREBY DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE, WHETHER STATUTORY, EXPRESS, IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE OR ANY ASSOCIATED PRODUCTS OR SERVICES WILL BE CONTINUOUSLY AVAILABLE.
​6.  Limitation of Liability
6.1 Waiver of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF PROFITS, REVENUE, DATA OR, GOODWILL, OR ANY INTERRUPTION OF BUSINESS) OR FOR THE COST OF OBTAINING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE (OR INABILITY TO USE) THE SERVICE, HOWEVER CAUSED, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.2  Limitation of Total Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY UNDER THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE GREATER OF: (I) THE TOTAL AMOUNT OF FEES YOU HAVE ACTUALLY PAID TO US UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS IMMEDIATELY PRIOR TO THE ACCRUAL OF THE FIRST CLAIM; OR (II) FIVE HUNDRED US DOLLARS ($500). MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.
6.3  Basis of Bargain. You understand and agree that we have set our prices and entered into this Agreement with you in reliance upon the limitations of liability set forth in this Agreement, which allocate risk between us and form the basis of a bargain between the parties.
​7.  Confidentiality
7.1  Definition of Confidential Information. For the purposes of this Agreement, “Confidential Information” means any non-public business or technical information that we disclose to you, in writing, orally, or by any other means, and including things like computer programs, code, algorithms, data, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial, and product development plans, pricing, names and expertise of employees and consultants, and customer lists. For the purposes of this Agreement, the source code used to create and offer the Service will be deemed to be our Confidential Information, regardless of whether it is marked as such.
7.2  Restrictions on Use and Disclosure. You will not use our Confidential Information, except as permitted under this Agreement. You agree to maintain in confidence and protect our Confidential Information using at least the same degree of care as you use for your own information of a similar nature, but in all events at least a reasonable degree of care. You agree to take all reasonable precautions to prevent any unauthorized disclosure of our Confidential Information, including, without limitation, disclosing Confidential Information only to your employees, independent contractors, consultants, and legal and financial advisors (collectively, “Representatives”): (i) with a need to know such information, (ii) who are parties to appropriate agreements sufficient to comply with this Section 7, and (iii) who are informed of the nondisclosure obligations imposed by this Section 7. You will be responsible for all acts and omissions of your Representatives. The foregoing obligations will not prevent you from disclosing our Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that you give us reasonable notice to enable us to contest such order or requirement.
7.3  Exclusions. The restrictions set forth in Section 7.2 will not apply with respect to any Confidential Information that you can show via documentary evidence: (i) was or becomes publicly known through no act or omission of yours or your Representatives; (ii) was or becomes rightfully known to you without restriction from a source other than IIPCC, who has a right to disclose it; (iii) is approved by IIPCC for disclosure without restriction in a written document signed by a duly authorized officer; or (iv) you developed independently without access to or use of our Confidential Information.
​8.  Governing Law and Jurisdiction. This Agreement will be governed by and interpreted in accordance with the laws of Hong Kong, without giving effect to any principles of conflict of laws. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply to this Agreement. Any legal action or proceeding arising under, related to or connected with this Agreement will be brought exclusively in the courts located in Hong Kong, and the parties irrevocably consent to the personal jurisdiction and venue of such court(s). Other than claims related to: (i) your breach of any of the terms of this Agreement relating to our intellectual property (including your compliance with the license grant and any license restrictions) or our Confidential Information, or (ii) non-payment of any Fees you owe us, any dispute or claim arising out of or related to this Agreement, or breach or termination of this Agreement, will be finally settled by binding arbitration in Hong Kong under the rules of the Hong Kong International Arbitration Centre (“HKIAC'') in accordance with the HKIAC rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator(s) will apply Hong Kong law to the merits of any dispute or claim, without reference to roles of conflict of laws, and will have the authority to award any and all available remedies, including legal and equitable relief. The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this provision and without any abridgment of the powers of the arbitrator(s). The arbitral proceedings and all pleadings and written evidence will be in the English language. Any written evidence originally in a language other than English will be submitted in English translation accompanied by the original or true copy thereof. The prevailing party in any action brought to enforce or interpret this Agreement or for relief for its breach shall be entitled to recover its costs and its reasonable attorneys' fees incurred to prosecute or defend such action.
​9.  Miscellaneous
9.1  Assignment. You are not allowed to assign or transfer any of your rights or obligations in this Agreement, in whole or in part, by operation of law or otherwise, without our prior written consent, and any attempt to do so without our consent will be null and void. We can assign this Agreement in its entirety, upon notice to you but without the requirement to obtain consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our business or assets.
9.2  Severability. In the event that any provision of this Agreement is deemed by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the court will modify or reform this Agreement to give as much effect as possible to that provision. Any provision that cannot be modified or reformed in this way will be deemed deleted, and the remaining provisions of this Agreement will continue in full force and effect.
9.3  Notices. Any legal notice, request, demand or other communication required or permitted under this Agreement should be in writing, should reference this Agreement, and will be deemed to be properly given: (i) upon receipt, if delivered personally; (ii) upon confirmation of receipt by the intended recipient, if by e-mail; or (iii) three (3) business days after deposit with an internationally recognized express courier, with written confirmation of receipt. Notices should be sent to the address(es) set forth on the Order Form, unless we notify each other that those addresses have changed.
9.4  Waiver. A party’s obligations under this Agreement can only be waived in a writing signed by an authorized representative of the other party, which waiver will be effective only with respect to the specific obligation described. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
9.5  Force Majeure. Except for the payment of Fees due hereunder, each of us will be excused from performing under this Agreement to the extent that a party is unable to perform due to extraordinary causes beyond its reasonable control. That might include things like natural disasters, emergencies, strikes, lockouts, riots, acts of war, epidemics, or communication line and/or power failures.
9.6  Independent Contractors. We are each independent contractors with respect to the subject matter of this Agreement. Nothing contained in this Agreement will be deemed or construed in any manner whatsoever to create a partnership, joint venture, employment, agency, fiduciary, or other similar relationship between us, and neither of us can bind the other contractually.
9.7  Amendments; Entire Agreement. No modification, change, or amendment of this Agreement will be binding upon the parties, unless both parties agree to the change in a writing signed by each party’s authorized representatives. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter, and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties with respect to its subject matter.
9.8  No Other Terms. This Agreement is the only agreement between the parties, and the terms of any purchase order, written terms or conditions, or other document that you send us that contains terms that are different from, in conflict with, or in addition to the terms of this Agreement are hereby rejected by IIPCC, and will be void and of no effect.
9.9  Publicity. You agree that we have the right to use your name and/or logo on our website and other marketing materials, for the purpose of identifying you as a customer of the IIPCC and describing your use of the Service. You further agree that the IIPCC may (but is under no obligation to) issue a press release identifying you as an IIPCC customer.


Software License Agreement
The International IP Commercialization Counsel (“IIPCC”, “we”, or “us”) has developed proprietary software that enables you to better track your intellectual property, and more easily prove the date of its creation in the event of a dispute. Before you download or use the Software (defined below), you need to read and agree to this Software License Agreement (this “Agreement”).
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING OR USING THE SOFTWARE.  THESE TERMS AND CONDITIONS GOVERN YOUR USE OF THE SOFTWARE, UNLESS WE HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT WITH YOU FOR THAT PURPOSE. WE ARE ONLY WILLING TO LICENSE THE SOFTWARE TO YOU IF YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY DOWNLOADING OR USING THE SOFTWARE OR BY CLICKING “I AGREE” BELOW, YOU ARE CONFIRMING THAT YOU UNDERSTAND THIS AGREEMENT, AND THAT YOU ACCEPT ALL OF ITS TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND IT TO THIS AGREEMENT, IN WHICH CASE “YOU” WILL MEAN THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN WE ARE UNWILLING TO LICENSE THE SOFTWARE TO YOU, AND YOU MAY NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.
​1.  Definitions
The “Agreement Effective Date” is earlier of: (i) the date that you click “I Agree” to the terms and conditions of this Agreement, or (ii) the date that you first download, install, or use the Software.
“Business Unit” means the group, organization, or business unit with your company that is permitted to use the Software, as set forth in the applicable Order Form.
“Digital Fingerprint” means the digital fingerprint used to identify an electronic document. The Digital Fingerprint does not contain a copy of any part of the electronic document itself.
“Documentation” means any manuals, guides, documentation and other supporting materials related to the Software that we make generally available to our customers. Documentation is considered part of the Software.
“Fees” mean the fees that you are required to pay us for the designated Business Unit to use the Software during the applicable License Term, as such fees are reflected on each applicable Order Form.
“IKR Database” means the repository of IKR Records, maintained by IIPCC or its designee(s).
“IKR Record” means a Digital Fingerprint, combined with a time stamp indicating the time and date that the Digital Fingerprint was received by the IKR Database.
“IP Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, know-how and any other intellectual property rights recognized in any country or jurisdiction in the world.
“License Term” means one (1) year from the Order Effective Date, unless a different License Term is set forth in the Order Form.
The “Order Form” means the order form that you use to license the Software from us. Once both parties agree to the Order Form (which can occur via paper or electronic signature), the Order Form will be binding on you, and will be subject to all of the terms of this Agreement.
The “Order Effective Date” is the first day of the License Term, as specified in each applicable Order Form.
“Software” means the object-code and source-code versions of our proprietary software application known as the International Knowledge Registry, or IKR. The Software includes all applicable Documentation, as well as any Updates to the Software that we provide you or that you can access under this Agreement. You understand and agree that any software delivered or made available to you pursuant to this Agreement will be considered Software hereunder.
An “Update” is a Software release that we make generally available to our customers, along with any corresponding changes to Documentation. An Update may be an error correction or bug fix, usually indicated by a change in the digit to the right of the second decimal point (e.g., a change from version x.x.x to x.x.y); or it may be an enhancement, a new feature, or new functionality, usually indicated by a change in the digit to the right of the first decimal point (e.g., x.x.x to x.y.x) or to the left of the first decimal point (e.g., x.x.x to y.x.x).
2.  Software
2.1 License Grant. Subject to your compliance with the terms of this Agreement (including, among other things, paying the Fees you owe us), we hereby grant you a non-exclusive, non-transferable, worldwide, royalty-free, limited-term license to download, install, execute, and use a single instance of the Software for the internal business purposes of a single Business Unit during the License Term, in accordance with the Documentation. You can make copies of the Software for non-production purposes only, provided that you reproduce all copyright and other proprietary notices that are on the original copy of the Software. Your agents and contractors can use the Software, as well, so long as they are using it on behalf of your permitted Business Unit, and provided that you agree to be fully responsible for their behavior under this Agreement.
2.2.  Restrictions. We license the Software to you – we do not sell it. As between us, you acknowledge that we own all right, title and interest in and to the Software, and any IP Rights associated with the Software. We reserve all rights in and to the Software that we do not expressly grant you in this Agreement. You agree not to, nor permit nor authorize any third party to: (i) sublicense, sell, rent, lease, transfer, assign, or distribute the Software to third parties; (ii) host the Software for the benefit of third parties; (iii) disclose or permit any third party to use the Software (including any other portion of your business, other than the designated Business Unit), except as expressly permitted in Section 2.1, above; (iv) try to avoid or change any license registration process we may implement; (v) use the Software in violation of any applicable law, regulation, ordinance, or directive; (vi) use the Software to transmit any viruses, software routines, or other code designed to permit anyone to access in an unauthorized manner, disable, erase or otherwise harm software, hardware, or data, or to perform any other harmful actions; (vii) develop a competitive product or service, or copy any features or functions of the Software; (viii) modify, obscure, or delete any proprietary rights notices included in or on the Software or Documentation; (ix) otherwise use or copy the Software in a manner not expressly permitted by this Agreement or its Documentation; or (x) use the Software beyond its applicable License Term.
2.3 Transmission of IKR Records. You acknowledge that the Software will transmit your IKR Records to the IKR Database, and that by using the Software you consent to such transmission. As between the parties, we will own each IKR Record, and all IP rights therein. To the extent you include additional information in an IKR Record (e.g., your IP address, or your email address), you give us a worldwide, transferable, royalty-free, non-exclusive right and license to include that additional information in the IKR Record, and to use that additional information for the purposes of this Agreement, as well as for our own internal analytics purposes and to monitor the ways you are using the Software.
​2.4.  Feedback. During the term of this Agreement, you may provide us with feedback concerning the Software, or other comments and suggestions for new features or improvements (collectively, “Feedback”). You acknowledge and agree that we will own all right, title, and interest in and to any Feedback you provide, and you hereby irrevocably transfer and assign to us all of your right, title and interest in such Feedback, including all IP Rights therein. You agree to execute documents or take such further actions as we may reasonably request to help us acquire, perfect, and maintain our rights in the Feedback.
2.5. Modifications. Subject to your compliance with the terms and conditions of this Agreement (including, without limitation, this Section 2.4), you may modify and create derivative works of the Software (collectively, “Modifications”). As between the parties, you will own all IP Rights in and to the Modifications you create. You hereby grant IIPCC a non-exclusive, irrevocable, sublicensable, transferable, perpetual, royalty-free, fully paid-up, worldwide license under all of your IP Rights to make, have made, use, offer to sell, sell, import, export, copy, modify, create derivative works based upon, distribute, license, sublicense, display, perform and transmit the Modifications, in whole or in part, as part of IIPCC’s ongoing business (including, without limitation, and part of the Software and any associated products or services). You agree to deliver to us any Modifications you create, in such a manner as we may reasonably specify, without charge to us, within ten (10) days of the date the Modification was created.
2.6.  Government Users. We do not develop any technical data or computer software pursuant to this Agreement. The Software and its Documentation have been developed solely with private funds, are considered “Commercial Computer Software” and “Commercial Computer Software Documentation” as described in FAR 12.212, FAR 27.405-3, and DFARS 227.7202-3, and are licensed to government end users (both in the United States and internationally) as restricted computer software and limited rights data. Any use, disclosure, modification, distribution, or reproduction of the Software or Documentation by any governmental or quasi-governmental agency, its end users or contractors is subject to the restrictions set forth in this Agreement.
​2.7.  Delivery. Promptly after the applicable Order Effective Date, we will make the Software available for you to download and/or access, as applicable. As Updates become available, we will make those available for you to download and/or access, as well. You are responsible: (i) if you have downloaded the Software, for installing the Software and all available Updates; (ii) for maintaining the confidentiality and security of the usernames and passwords that are being used to access and use the Software, including the ones you use to download the Software and any Updates; and (iii) for any activity that takes place using your usernames and passwords.
3.  Term and Termination
3.1  Term. This Agreement starts on the Agreement Effective Date and, unless terminated earlier as provided for herein, will remain in effect for as long as a License Term is in effect.
3.2 Order Forms Will Automatically Renew; Termination of Order Forms. Each Order Form will automatically renew for additional License Terms of equivalent length (and you will be responsible to pay any Fees associated with the new License Term) unless one party gives the other written notice at least thirty (30) days prior to the expiration of the then-current License Term that it wants to terminate the applicable Order Form. Terminating one Order Form will not affect the status of any other outstanding Order Forms. Termination of this Agreement will automatically result in termination of all outstanding Order Forms. We reserve the right to modify the Fees you owe for the Software at any time upon thirty (30) days’ prior written notice to you, provided that, except as otherwise set forth in Section 4, the modified Fees will not apply until the next License Term.
3.3  Termination of Agreement for Convenience. Either party may terminate this Agreement for its convenience and without liability, upon written notice to the other, if there are no Order Forms currently in effect. You acknowledge that we license the Software for annual License Terms only (unless otherwise specified in the applicable Order Form), and that you will not have the right to terminate any Order Form for your convenience during the applicable License Term. Even if you elect to stop using the Software during the License Term, you will still be required to pay all Fees associated with that License Term as set forth in the applicable Order Form, and you will not receive a pro-rata refund of any kind.
3.4  Termination for Cause. Either party can terminate this Agreement (including all outstanding Order Forms) immediately upon written notice to the other for a material breach of this Agreement that the breaching party fails to cure within thirty (30) days of being notified of it in writing. We reserve the right to terminate this Agreement immediately upon written notice to you, and without giving you a cure period, if you breach any of the terms of this Agreement relating to our intellectual property (including your compliance with the license grant and any license restrictions) or our Confidential Information (defined below).
3.5  Effect of Termination. When this Agreement terminates or expires: (i) all outstanding Order Forms will automatically expire as of the date of termination or expiration; (ii) you will no longer have the right to use the Software, and any licenses we grant you in this Agreement will immediately cease to exist as of the date of termination/expiration; (iii) if you owed us any Fees prior to termination/expiration, you will pay all of those Fees immediately; (iv) you will destroy all copies of the Software in your possession or control; (v) you will deliver any Modifications to us that you may have created, in such format as we may reasonably request; and (vi) you will promptly return to us (or, if we request it, destroy) all of our Confidential Information. Sections 1, 2.2, 2.3, 2.4, 2.5, 3.5, 4.4, 4.5, and 5 through 9 will survive the termination or expiration of this Agreement for any reason.
4.  Fees and Payment.
4.1 Fees. The Fees set forth on each Order Form will be calculated based upon the plan you choose (each, a “Plan”). The current list of available Plans, and their associated Fees, can be found at ________ [insert link here]. You will select your Plan based on the type and/or size of your business, and/or your status as a member of the IIPCC or its partner organizations. You acknowledge and agree that we reserve the right, at any time and at our discretion, to change the Plan that applies to any Order Form if the type and/or size of your business changes, or if your membership in the IIPCC or its partner organizations change or expire. If your Plan changes (or if we change it) during a License Term to a Plan whose Fees are greater than your current Plan, you agree to pay us the additional Fees, prorated to reflect the remainder of the License Term. You will not receive a refund of any Fees if you are downgraded to a Plan that costs less.
4.2 Audit. We reserve the right to audit you to determine your continued compliance with this Agreement (including, without limitation, whether you signed up for the correct Plan, or to confirm that no one other than your permitted Business Unit is using the Software). If we determine that other parts of your organization other than your permitted Business Unit(s) are using the Software, in addition to any other remedies we might have at law or in equity (including, without limitation, the right to suspend or terminate your license to the Software while any dispute is resolved), you agree to pay us the then-current Fees for the additional Business Units(s) that are using the Software, starting from the date they began using the Software.
4.3 Excessive Use. The Fees you pay do not specifically limit the number of IKR Records your permitted Business Unit(s) can send to the IKR Database using the Software. However, excessive use of the system by a single customer can threaten or damage the system for all customers. With that in mind, in the event that we determine that you are engaging in excessive use of the Software by sending an unreasonable or dangerous number of IKR Records to the IKR Database over any specific time period (“Excessive Use”), you acknowledge and agree that we may, at our discretion and upon notice to you (which may be sent via email), throttle or suspend your use of the Software without liability until such time as we are reasonably confident that you will no longer engage in such Excessive Use. Multiple findings of Excessive Use will be ground for termination of this Agreement for cause pursuant to Section 3.4.
4.4 Payment Terms; Taxes. You agree to pay us all applicable Fees in full, without deduction or setoff of any kind, in U.S. Dollars (unless a different currency is specified in the Order Form), within thirty (30) days of the date of the invoice we send you related to the applicable Order Form. Amounts payable under this Agreement are nonrefundable. If you do not pay us on time, in addition to any other rights we may have at law or in equity, we reserve the right to charge you interest on past due amounts at 1.5% per month or the highest interest rate allowed by law, whichever is less, and to additionally charge all expenses of recovery. You are solely responsible for all taxes (including, without limitation, withholding taxes and value-added taxes), fees, duties and governmental assessments (except for taxes based on our net income) that are imposed or become due in connection with the subject matter of this Agreement.
4.5 Retrieval/Verification of IKR Records. You acknowledge and agree that the retrieval and/or verification of your IKR Records are not included in the Fees you pay for the Software. If you want to retrieve and/or verify a particular IKR Record, you will need to enter into a Service Agreement with us, a current copy of which is included here (include link), and pay an additional fee.
​5.  No Warranty; Disclaimer. You acknowledge that the Software is provided “AS IS”, with all faults, and without support or warranty of any kind, whether express or implied. Specifically, we do not warrant any of the following: (i) that any particular IKR Record will be successfully received or logged by the IKR Database; (ii) that the IKR Database will be available to receive IKR Records; (iii) that the Software or any Modification you may make will function on your systems or equipment; or (iv) that the Software or any associated IKR Record will provide commercial benefit or value. WE HEREBY DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SOFTWARE, WHETHER STATUTORY, EXPRESS, IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SOFTWARE OR ANY ASSOCIATED PRODUCTS OR SERVICES WILL BE CONTINUOUSLY AVAILABLE. FOR THE SAKE OF CLARITY, YOU ACKNOWLEDGE AND AGREE THAT ANY MODIFICATIONS YOU MAKE TO THE SOFTWARE ARE MADE AT YOUR OWN RISK, AND THAT WE OFFER NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SUCH MODIFICATIONS OR THE SOFTWARE AS MODIFIED.
​6.  Limitation of Liability
6.1 Waiver of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF PROFITS, REVENUE, DATA OR, GOODWILL, OR ANY INTERRUPTION OF BUSINESS) OR FOR THE COST OF OBTAINING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE (OR INABILITY TO USE) THE SOFTWARE,, HOWEVER CAUSED, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.2  Limitation of Total Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY UNDER THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE GREATER OF: (I) THE TOTAL AMOUNT OF FEES YOU HAVE ACTUALLY PAID TO US UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS IMMEDIATELY PRIOR TO THE ACCRUAL OF THE FIRST CLAIM; OR (II) FIVE HUNDRED US DOLLARS ($500). MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.
6.3  Basis of Bargain. You understand and agree that we have set our prices and entered into this Agreement with you in reliance upon the limitations of liability set forth in this Agreement, which allocate risk between us and form the basis of a bargain between the parties.
​7.  Confidentiality
7.1  Definition of Confidential Information. For the purposes of this Agreement, “Confidential Information” means any non-public business or technical information that we disclose to you, in writing, orally, or by any other means, and including things like computer programs, code, algorithms, data, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial, and product development plans, pricing, names and expertise of employees and consultants, and customer lists. For the purposes of this Agreement, the source code of the Software will be deemed to be our Confidential Information, regardless of whether it is marked as such.
7.2  Restrictions on Use and Disclosure. You will not use our Confidential Information, except as permitted under this Agreement. You agree to maintain in confidence and protect our Confidential Information using at least the same degree of care as you use for your own information of a similar nature, but in all events at least a reasonable degree of care. You agree to take all reasonable precautions to prevent any unauthorized disclosure of our Confidential Information, including, without limitation, disclosing Confidential Information only to your employees, independent contractors, consultants, and legal and financial advisors (collectively, “Representatives”): (i) with a need to know such information, (ii) who are parties to appropriate agreements sufficient to comply with this Section 7, and (iii) who are informed of the nondisclosure obligations imposed by this Section 7. You will be responsible for all acts and omissions of your Representatives. The foregoing obligations will not prevent you from disclosing our Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that you give us reasonable notice to enable us to contest such order or requirement.
7.3  Exclusions. The restrictions set forth in Section 7.2 will not apply with respect to any Confidential Information that you can show via documentary evidence: (i) was or becomes publicly known through no act or omission of yours or your Representatives; (ii) was or becomes rightfully known to you without restriction from a source other than IIPCC, who has a right to disclose it; (iii) is approved by IIPCC for disclosure without restriction in a written document signed by a duly authorized officer; or (iv) you developed independently without access to or use of our Confidential Information.
​8.  Governing Law and Jurisdiction. This Agreement will be governed by and interpreted in accordance with the laws of Hong Kong, without giving effect to any principles of conflict of laws. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply to this Agreement. Any legal action or proceeding arising under, related to or connected with this Agreement will be brought exclusively in the courts located in Hong Kong, and the parties irrevocably consent to the personal jurisdiction and venue of such court(s). Other than claims related to: (i) your breach of any of the terms of this Agreement relating to our intellectual property (including your compliance with the license grant and any license restrictions) or our Confidential Information, or (ii) non-payment of any Fees you owe us, any dispute or claim arising out of or related to this Agreement, or breach or termination of this Agreement, will be finally settled by binding arbitration in Hong Kong under the rules of the Hong Kong International Arbitration Centre (“HKIAC'') in accordance with the HKIAC rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator(s) will apply Hong Kong law to the merits of any dispute or claim, without reference to roles of conflict of laws, and will have the authority to award any and all available remedies, including legal and equitable relief. The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this provision and without any abridgment of the powers of the arbitrator(s). The arbitral proceedings and all pleadings and written evidence will be in the English language. Any written evidence originally in a language other than English will be submitted in English translation accompanied by the original or true copy thereof. The prevailing party in any action brought to enforce or interpret this Agreement or for relief for its breach shall be entitled to recover its costs and its reasonable attorneys' fees incurred to prosecute or defend such action.
​9.  Miscellaneous
9.1  Assignment. You are not allowed to assign or transfer any of your rights or obligations in this Agreement, in whole or in part, by operation of law or otherwise, without our prior written consent, and any attempt to do so without our consent will be null and void. We can assign this Agreement in its entirety, upon notice to you but without the requirement to obtain consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our business or assets.
9.2  Severability. In the event that any provision of this Agreement is deemed by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the court will modify or reform this Agreement to give as much effect as possible to that provision. Any provision that cannot be modified or reformed in this way will be deemed deleted, and the remaining provisions of this Agreement will continue in full force and effect.
9.3  Notices. Any legal notice, request, demand or other communication required or permitted under this Agreement should be in writing, should reference this Agreement, and will be deemed to be properly given: (i) upon receipt, if delivered personally; (ii) upon confirmation of receipt by the intended recipient, if by e-mail; or (iii) three (3) business days after deposit with an internationally recognized express courier, with written confirmation of receipt. Notices should be sent to the address(es) set forth on the Order Form, unless we notify each other that those addresses have changed.
9.4  Waiver. A party’s obligations under this Agreement can only be waived in a writing signed by an authorized representative of the other party, which waiver will be effective only with respect to the specific obligation described. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
9.5  Force Majeure. Except for the payment of Fees due hereunder, each of us will be excused from performing under this Agreement to the extent that a party is unable to perform due to extraordinary causes beyond its reasonable control. That might include things like natural disasters, emergencies, strikes, lockouts, riots, acts of war, epidemics, or communication line and/or power failures.
9.6  Independent Contractors. We are each independent contractors with respect to the subject matter of this Agreement. Nothing contained in this Agreement will be deemed or construed in any manner whatsoever to create a partnership, joint venture, employment, agency, fiduciary, or other similar relationship between us, and neither of us can bind the other contractually.
9.7  Amendments; Entire Agreement. No modification, change, or amendment of this Agreement will be binding upon the parties, unless both parties agree to the change in a writing signed by each party’s authorized representatives. This Agreement, including each Order Form, constitutes the entire agreement and understanding of the parties with respect to its subject matter, and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties with respect to its subject matter.
9.8  No Other Terms. This Agreement is the only agreement between the parties, and the terms of any purchase order, written terms or conditions, or other document that you send us that contains terms that are different from, in conflict with, or in addition to the terms of this Agreement or any Order Form are hereby rejected by IIPCC, and will be void and of no effect. In the event of any conflict between the terms of an Order Form and the terms of this Agreement, the terms of this Agreement will control.
9.9  Publicity. You agree that we have the right to use your name and/or logo on our website and other marketing materials, for the purpose of identifying you as a customer of the IIPCC and describing your use of the Software. You further agree that the IIPCC may (but is under no obligation to) is