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Software License and Service Agreement
Version 1.0– International Knowledge Registry
The International IP Commercialization Counsel (“IIPCC”, “we”, or “us”) has developed proprietary Software (as defined below) that creates unique “digital fingerprints with associated time stamps” (“IKR Records”) for your intellectual property documentation, enabling you to better track your intellectual property and more easily prove the date of its creation in the event of a dispute. We also provide a Service (as defined below) through which we certify the unique “digital fingerprints with associated time stamps” that the Software creates. Before you download or use the Software or the Service, you will need to read and agree to this Software License and Service Agreement (this “Agreement”).
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING OR USING THE SOFTWARE OR THE SERVICE. THESE TERMS AND CONDITIONS GOVERN YOUR USE OF THE SOFTWARE AND THE SERVICE, UNLESS WE HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT WITH YOU FOR THAT PURPOSE. WE ARE ONLY WILLING TO LICENSE THE SOFTWARE AND PROVIDE THE SERVICE TO YOU IF YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY DOWNLOADING OR USING THE SOFTWARE OR 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 LICENSE THE SOFTWARE OR PROVIDE THE SERVICE TO YOU, AND YOU MAY NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE OR THE SERVICE.
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 or the Service.
An “Alternate Legal Business Model” (also known as New Law Business Model, Alternative Legal Services Provider) is an organization that presents itself as an alternative to the traditional idea of hiring an attorney at a law firm to assist in every aspect of a legal matter. These services are delivered via a model that departs from the traditional law firm delivery model, for example, by using a combination of technology, legal products/cloud based software, talent acquisition and supporting the businesses with legal documents and connecting them with legal advice providers/legal practitioners.
“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, collectively, the Software Fees and the Service Fees.
“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.
“Law firm” means a business entity engaged in the practice of law or an entity designated as a ‘law firm’ in the jurisdiction in which it operates.
“License Term” means one (1) year from the Order Effective Date, unless a different License Term is set forth in the Order.
The “Order” means the order form that you complete and submit to us that allows you to order Software. Once you place your Order on the Site, the Order will be binding on you, and will be subject to all of the terms of this Agreement.
The “Order Effective Date” is the date you place an Order on the Site.
“Service” means the professional service through which we certify your unique IKR Records as created by the Software and confirmed by the IIPCC.
“Service Fees” mean the fees that you are required to pay us to use the Service. We may change the Service Fees from time to time, without the requirement of notice, and our then-current Service Fees will apply each time you elect to use the Service. We will use reasonable efforts to post our then-current Service Fees at _Schedule A. Service Fees are due on a per-request basis, unless the parties agree otherwise in writing.
“SME” or A Small and Medium Enterprise is an organization with fewer than 250 employees and having an annual turnover not exceeding USD 50 million. In case of a Micro Enterprise, the employee count is fewer than 10 persons and has an annual turnover of USD 2 million and registered as either a small, medium or micro enterprise with their respective statutory authorities.
“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.
“Software Fees” mean the fees that you are required to pay us to use the Software during the applicable License Term, as such fees are reflected on each applicable Order.
“Start-up” refers to a company working in innovation, development, deployment and commercialization of new products, processes or services driven by technology or intellectual property having an annual turnover not exceeding USD 5 million during the last five years.
For purposes of using the Software and Service, a company no longer qualifies as a ‘Start-up’ for one year, after which it will be classified as an SME.
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).
2.1 License Grant. Subject to your compliance with the terms of this Agreement (including, among other things, paying the Software 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 your internal business purposes 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 your behalf, 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 it and with the IIPCC. 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, 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. You agree that the Software may transmit certain usage data (including, among other things, file name, file size, “hash” of the file, your IP address, and your email address) to us via the Internet, and you give us permission to use that data 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.
2.3. Feedback; Modifications. 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 may also modify or create derivative works of the Software (collectively, “Modifications”). You acknowledge and agree that we will own all right, title, and interest in and to any Feedback you provide or Modifications you create, and you hereby irrevocably transfer and assign to us all of your right, title and interest in such Feedback and Modifications, including all IP Rights therein. You agree to (i) promptly deliver any Modifications to us, in such a manner as we may reasonably request; and (ii) execute documents or take such further actions as we may reasonably request to help us acquire, perfect, and maintain our rights in the Feedback and any Modifications. We grant you a non-exclusive, non-transferable, worldwide, royalty-free, limited-term license to use the Modifications you create during the term of this Agreement, solely in conjunction with your use of the Software you have licensed from us.
2.4. 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 U.S. Government end users as restricted computer software and limited rights data. Any use, disclosure, modification, distribution, or reproduction of the Software or Documentation by the U.S. Government, its end users or contractors is subject to the restrictions set forth in this Agreement.
2.5. Delivery. Promptly after the applicable Order Effective Date, we will make the Software available for you to download. As Updates become available, we will make those available for you to download, as well. You are responsible for: (i) installing the Software and all available Updates; (ii) 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) any activity that takes place using your usernames and passwords.
3.1 Provision of Service. From time to time during the term of this Agreement, you may use the Service to request a certification of one or more of your unique IKR Records as created by the Software and confirmed by IIPCC.
3.1.a Subject to your payment of the applicable Service Fees (in relation to your applicable Plan), we will use commercially reasonable efforts to provide the Service to you upon request.
3.1.b You acknowledge that we retain all right, title and interest in and to anything we use or develop in connection with performing the Service for you, including, among other things, software programs, tools, specifications, ideas, concepts, inventions, processes, techniques, and know-how, and all IP Rights therein.
3.1.c You acknowledge and agree that you will be responsible to pay Service Fees for each request you make to use the Service, even if we are unable to provide the Services to you for reasons beyond our control, including, without limitation: (i) Modifications you make to the Software that prevent the Software from communicating properly with the Service; or (ii) providing us with information that is inaccurate, incorrect, or incomplete.
3.2 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) host 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) interfere with or disrupt the integrity or performance of the Service; the proper functioning of the Service; (vi) use the Service to store or 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 Service (including, without limitation, the look-and-feel of the Service); or (viii) modify, obscure, or delete any proprietary rights notices included in or on the Service.
3.3. IIPCC reserves the right to modify its service and other fees.
4. Term and Termination
4.1 Term. This Agreement starts on the Agreement Effective Date and, unless terminated earlier as provided for herein, will remain in effect for the duration of the License Term (the “Initial Term”). At the end of the Initial Term, unless a party terminates this Agreement pursuant to Sections 4.2 or 4.3, this Agreement will automatically renew for additional terms of equivalent duration to the initial License Term (each, a “Renewal Term”).
4.2 Termination for Convenience. Either party may terminate this Agreement for its convenience at the end of the Initial Term or any Renewal Term upon written notice to the other at least thirty (30) days before the end of the Initial Term or any Renewal Term.
4.3 Termination for Breach. We can terminate this Agreement immediately upon written notice to you if you breach any part of it, and you fail to cure the breach within thirty (30) days of us notifying you of it. 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).
4.4 Effect of Termination. When this Agreement terminates or expires: (i) you will no longer have the right to use the Software, the Service and any licenses we grant you in this Agreement will immediately cease to exist as of the date of termination/expiration; (ii) you will no longer have the right to use the Service; (iii) if you owed us any Fees prior to termination/expiration, you will pay those Fees immediately; (iv) you will destroy all copies of the Software in your possession or control; (vi) any remaining discounts or credit owing to you will be forfeited; (vi) you will deliver any Modifications to us that you may have created, in such format as we may reasonably request; and (vii) each of us will promptly return to the other (or, if the other party requests it, destroy) all Confidential Information belonging to the other. Sections 1, 2.2, 3.2, 4.4, and 5 through 10 will survive the termination or expiration of this Agreement for any reason.
5. 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 the invoice we send you related to the applicable Order. 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
5.1 We shall not be obliged to extend your License term as a result of your failure to make payment of your invoice by its due date.
5.2 Taxes. 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.
5.3 Plan change: We reserve the right to change you to another service Plan should we learn that you do not qualify or no longer qualify for your current Plan.
5.4 Qualification for specific Plans.
5.4.a Conditions for qualifying for the Law Firm/ALBM plan. Your organization qualifies for the Law Firm/ALBM Plan as long as your organization remains a ‘Law Firm’ or ‘Alternative Legal Business Model’ as defined above.
5.4.b Conditions for qualifying for the SME plan. Your organization qualifies for the SME Plan as long as your organization remains an ‘SME’ as defined above.
5.4.c Conditions for qualifying for the Start-up plan. Your organization qualifies for the SME Plan as long as your organization remains a ‘Start-up’ as defined above. For purposes of using the Software and Service, a company no longer qualifies as a ‘Start-up’ for one year, after which it will be classified as an SME.
5.4.d Conditions for qualifying for the WIPO Green plan. This Agreement will remain in effect as long as your organization qualifies as a ‘WIPO Green Partner’, ‘WIPO Green User’, or ‘WIPO Green Expert as defined on the WIPO Green site (https://www3.wipo.int/wipogreen/en/joinus/#user). If your organization no longer qualifies as a ‘WIPO Green Partner’, ‘WIPO Green User’, ‘WIPO Green Expert, you will automatically be renewed under the SME Plan or Large Enterprise Plan after the ‘Initial Term’ (as defined in 4.1) ends.
5.4 Re-issue invoice: We reserve the right to re-issue any invoice if any error is subsequently discovered.
6. No Warranty; Disclaimer. You acknowledge that the Software and the Service are being provided “AS IS”, without support and without warranty of any kind, express or implied. WE HEREBY DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SOFTWARE AND THE SERVICE, WHETHER STATUTORY, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING 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 WILL BE CONTINUOUSLY AVAILABLE. FOR THE SAKE OF CLARITY, YOU ACKNOWLEDGE AND AGREE THAT ANY MODIFICATIONS YOU MAKE TO THE SOFTWARE ARE AT YOUR OWN RISK, AND THAT WE OFFER NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SUCH MODIFICATIONS.
7. Limitation of Liability
7.1 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, 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.
7.2 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.
7.3 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.
8.1 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 and any Modifications will be deemed to be our Confidential Information, regardless of whether it is marked as such.
8.2 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 8, and (iii) who are informed of the nondisclosure obligations imposed by this Section 8. 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.
8.3 Exclusions. The restrictions set forth in Section 8.2 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; (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.
9. 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 Singapore, and the parties irrevocably consent to the personal jurisdiction and venue of such court(s).
10. Your Obligations
10.1 Communications. You will need to provide us with a contact email to which we shall send any and all necessary documentation.
10.2 Source from which your organization’s IKR records originate. You will need to provide us with:
A. A set of corporate email addresses from which you will generate IKR records for your organization
B. A single or multiple IP (Internet Protocol) addresses from which you will generate IKR records for your organization or
C. A combination of IP and email addresses from which you will generate IKR records for your organization.
10.3 Software version. You will need to inform us which versions of the software you will use.
11.1 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.
11.2 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.
11.3 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:
International IP Commercialization Council
Address: Suite 103, 1st Floor, 77 Connaught Road
Central, Hong Kong
11.4 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.
11.5 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.
11.6 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.
11.7 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, 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.
11.8 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 are hereby rejected by IIPCC, and will be void and of no effect.
11.9 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 and/or 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.
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