1. TRANSACTIONAL CONTENT
All intellectual property uploaded to the Site by any User for the purpose of selling or licensing any interest in such intellectual property through the IP Exchange shall be known as “Transactional Content.” By posting Transactional Content to the Site, a User grants IP Nexus and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to publish, translate, distribute, market, or display such Transactional Content throughout the world in any media, for the purpose of distributing and promoting such Transactional Content for sale or license to third parties.
A User submitting Transactional Content represents and warrants that such User has all the rights required to grant the license described herein. Such User further represents and warrants that (a) such User owns and controls all of the rights to the Transactional Content posted by such User, or otherwise that such User has the right to upload, display, and commercialize such Transactional Content and to grant the rights granted herein without any restriction; (b) such Transactional Content is accurate, not misleading, and non-confidential; (c) use and posting of such Transactional Content does not violate these Site Terms and will not violate any rights of, or cause injury to, any person or entity; (d) such User shall hold IP Nexus free and harmless from any claims by third parties brought against IP Nexus as a result of a breach of this Section of the Site Terms, including all legal costs and attorneys’ fees in defense of any claim.
2. THIRD PARTY CONTENT
Except for Transactional Content, content available on the Site or in its underlying code (including, but not limited to, any text, graphic, logo, button icon, image, audio clip, question, comment, review, suggestion, idea, feedback, plan, note, original or creative material, blog or group post, information provided in the form of email or other submission to IP Nexus, or any posting on or to the Site) that has been provided by a User (whether this content is posted to the Site directly by such User or by IP Nexus on behalf of such User) shall be known as “Third Party Content”. By providing Third Party Content to the Site, a User grants IP Nexus and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, or display such Third Party Content throughout the world in any media, for any purpose, commercial or otherwise, and without acknowledgment or compensation to such User. A User grants IP Nexus and its affiliates and sublicensees, at their sole discretion, the right to use the name that such User submits in connection with such Third Party Content.
A User submitting Third Party Content represents and warrants that such User has all the rights required to grant the license described herein. User further represents and warrants that (a) such User owns and controls all of the rights to the Third Party Content posted by such User, or otherwise that such User has the right to upload, display, and commercialize such Third Party Content and to grant the rights granted herein without any restriction; (b) the Third Party Content is accurate, not misleading, and non-confidential; (c) use and posting of such Third Party Content does not violate these Site Terms and will not violate any rights of, or cause injury to, any person or entity; (d) the Third Party Content fully complies with all applicable laws and rules of professional conduct, including those concerning the unauthorized practice of law and those regulating the form, manner, or content, of communications with clients, advertising, and other matters; and (e) such User shall hold IP Nexus free and harmless from any claims by third parties brought against IP Nexus as a result of a breach of this Section of the Site Terms, including all legal costs and attorneys’ fees in defense of any claim.
IP Nexus does not monitor, have control over, or endorse, any Third Party Content, and makes no guarantee as to its accuracy, completeness, or confidentiality. IP Nexus does not represent or warrant the accuracy of any information contained in, and undertakes no responsibility to update or review any, Third Party Content.
3. SITE MATERIALS
All content and technology available on the Site that is not Transactional Content or Third Party Content is the exclusive property of IP Nexus, and shall be known as “IP Nexus Content.” Transactional Content, Third Party Content, and IP Nexus Content, collectively, shall be known as “Site Materials.” Unless otherwise indicated, the Site Materials are the property of IP Nexus or its licensors or users, and are protected by U.S. and international copyright laws. Users are granted a limited, non-sublicensable license to access and use the Site and electronically copy (except where prohibited without a license) and print to hard copy portions of the Site Materials for such Users’ informational, non-commercial, and personal use only. The license described in this Section is subject to these Site Terms and does not include or authorize: (a) any resale or commercial use of the Site or the Site Materials therein; (b) the collection or use of any intellectual property, professional listings, pictures, profiles, ratings, or descriptions; (c) the distribution, public performance, or public display of any Site Materials; (d) modifying or otherwise making any derivative use of the Site or the Site Materials, or any portion thereof; (e) use of any data mining, robots or similar data gathering or extraction methods; (f) downloading (other than the page caching) of any portion of the Site, the Site Materials, or any information contained therein, except as expressly permitted on the Site; or (g) any use of the Site or the Site Materials other than for their intended purposes. Any use of the Site or the Site Materials other than as specifically authorized herein, without the prior written permission of IP Nexus, is strictly prohibited and will automatically terminate the license granted herein. Such unauthorized use may also violate applicable laws including, without limitation, copyright and trademark laws and applicable communications, regulations, and statutes. Unless explicitly stated herein, nothing in these Site Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. This license is revocable by IP Nexus at any time. Reference to any product, service, process, or other information, by trade name, trademark, manufacturer, supplier, or otherwise, does not constitute or imply endorsement, sponsorship, or recommendation thereof on the part of IP Nexus. IP Nexus reserves the right to change any content contained in the Site and any Services offered through the Site at any time, without notice.
The validity and full compliance of any Site Materials with any laws of any jurisdiction are the exclusive responsibility of such Site Materials’ respective IP Owner. IP Nexus gives no warranty and makes no representation that IP Nexus has or will ever conduct any intellectual property infringement searches or research with respect to any Transactional Content or Third Party Content. IP Nexus gives no warranty and makes no representation that any Site Materials found on the Site is valid or non-infringing. Users that are in breach of their title warranty pursuant to this Content Policy and the Site Terms may be disbarred from IP Nexus with immediate effect. Membership Fees may be used by IP Nexus as a reserve against potential third-party claims, and IP Nexus shall have the right to hold those funds for a period of two years after expiry of the any premium services membership, or during the duration of a third-party claim, whichever period is longest.
4. USER RESPONSIBILITY FOR USE OF SITE AND SITE MATERIALS
IP Nexus takes no responsibility, and assumes no liability, for any Site Materials, or for any loss or damage thereto, nor is IP Nexus liable for any mistake, defamation, slander, libel, omission, falsehood, obscenity, pornography, or profanity any User may encounter on the Site. Use of any area of the Site is at the User’s own risk. Users are solely responsible for their respective use of the Site, and each User views, interacts, and/or uses any and all content on the Site at such User’s own risk.
5. USER COMMUNICATIONS
Communications between Users through the Site may be either public or non-public. IP Nexus, however, is copied on all communications between Users through the Site, and shall have the right to view the contents of such communications for verifying the details of any transaction, or for any legitimate business purpose, at the sole discretion of IP Nexus.
IP Nexus is not responsible or liable for any communication undelivered, lost, or destroyed due to error, invalidity, or expiration of a User email address. Any record produced by IP Nexus that a communication has been sent to a User shall be sufficient proof to demonstrate complete fulfillment of any and all responsibilities on behalf of IP Nexus to communicate with such User. Users may not rely on any reason pertaining to email misdelivery or email performance, failure to demand any compensation, or remedial action from IP Nexus. Users shall have no right to view, relate, use, or rely on any communications from IP Nexus not directed to such User. IP Nexus shall not be responsible, and in no way bear any liability, for any communication between or among Users or third parties through the Site or for any consequences resulting from such communication.
6. SPECIAL CONTENT RULES FOR INTERESTED PARTIES
Any Interested Party represents and warrants that all information provided by such Interested Party (including, but not limited to, any statement of position, credentials, etc.) shall be truthful, complete, and capable of verification if so requested. The Interested Party shall hold IP Nexus free and harmless from any claims by third-parties brought against IP Nexus as a result of a breach of this warranty, including all legal costs and attorneys’ fees in defense of such claims. All expressions of interest in intellectual property must be sincere and shall imply a truthful intention by the Interested Party to engage in negotiations with the respective owner of Transactional Content.
7. THIRD PARTY SERVICES
The Site may also contain, provide information regarding, or link to, certain applications and services provided or offered by third-parties including, without limitation, information related to professional services (collectively, “Third-Party Services”). IP Nexus is merely an information provider and is not a referral service, and it does not recommend or endorse any Third-Party Service or monitor or have any control over such Third-Party Services. IP Nexus makes no guarantee, representation or warranty of any kind as to the quality, competency, value, reliability, responsiveness, accuracy, or completeness of any Third-Party Services, or the results obtained therefrom, and IP Nexus assumes no responsibility or liability for any Third-Party Services or for the actions or failure to act of any party providing such Third-Party Services. Users assume full responsibility for their use of any Third-Party Services.