1. SERVICES MARKETPLACE

a. PROCESSING FEES AND DISBURSEMENTS. Service Buyers pay a processing fee for connecting them with the Service Providers that perform work for them. This fee is equal to 10% of the total invoice amount submitted by the Service Provider, plus a 3% fee for disbursement costs, as described the individual quote received by each Service Buyer.

b. SERVICE PROVIDERS SOLELY RESPONSIBLE FOR INVOICES AND TAXES. IP Nexus shall have no responsibility for issuing any invoices, or for determining, remitting, or withholding any taxes applicable to Service Provider Fees, resulting from any work performed by any Service Provider.  Instead, Service Provider shall be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Service Provider Fees, and/or for issuing any invoices so required.  Service Provider shall also be solely responsible for:

i. Determining whether Service Provider or IP Nexus is required by applicable law to remit to the appropriate authorities any value added tax, or any other taxes or similar charges applicable to the Service Provider Fees, and remitting any such taxes or charges to the appropriate authorities on behalf of itself or IP Nexus, as appropriate; and

ii. Determining whether IP Nexus is required by applicable law to withhold any amount from the Service Provider Fees, notifying IP Nexus of any such requirement, and indemnifying IP Nexus (either by permitting IP Nexus to offset the relevant amount against a future payment of Service Provider Fees, or by refunding to IP Nexus the relevant amount, at the sole discretion of IP Nexus) for any requirement to pay any withholding amount to the appropriate authorities.  IP Nexus shall have the right, but not the obligation, to audit and monitor Service Provider’s compliance with applicable tax laws as required herein. Further, in the event of an audit of IP Nexus, Service Provider agrees to promptly cooperate with IP Nexus and provide copies of Service Provider’s tax returns and any other documents as may be reasonably requested for purposes of such audit.

c. PAYMENT METHODS FOR SERVICES MARKETPLACE. All payments for services performed through the Services Marketplace shall be submitted by the Service Buyer to IP Nexus via PayPal or via personal credit card (or, in some exceptional cases, via wire transfer).  In cases of payment via personal credit card, Service Buyer hereby authorizes IP Nexus to run credit card authorizations on all credit cards provided by Service Buyer, to store credit card details as Service Buyer’s method of payment for Services, and to charge Service Buyer’s credit card.

Service Buyers are responsible for all fees, including taxes, associated with their use of the Services.  By using the Services, a Service Buyer agrees to pay any Service Provider providing such Services, through the Site the amount agreed in the Bid or undisputed final invoice.  Any billing disputes should be communicated by email to info@ipnexus.com.  Service Buyers are responsible for providing IP Nexus a valid means of payment, and hereby give IP Nexus permission to charge their on-file credit card or PayPal account.  Depending on the relevant Bid specifications, IP Nexus may charge Service Buyers on a one-time or recurring basis.  Service Buyers authorize IP Nexus to charge and collect the full amount owed to any Service Provider for Services, plus the applicable IP Nexus processing fee.

d. DISBURSEMENTS TO SERVICE PROVIDERS. Funds become payable to a Service Provider after a Service Buyer accepts work submitted by such Service Provider.  Once funds become payable, Service Provider shall issue a formal invoice to IP Nexus, and the amount will be paid no later than 60 days after receipt of this invoice.

e. IP NEXUS IS NOT LIABLE FOR ADDITIONAL WORK. Once work on a Fixed Price Contract has commenced, the terms of such Fixed Price Contract cannot be changed without the written consent of both Service Buyer and Service Provider.  IP Nexus shall bear no liability, nor be responsible in any manner, for any work performed by a Service Provider that exceeds the scope of the assignment initially agreed to and funded by the Service Buyer.  Where additional or unforeseen work is required on a Fixed Price Contract, Service Provider may submit a new quote to Service Buyer, and any additional amount must be agreed and funded by Service Buyer prior to commencement of such work.

f. REFUNDS. In cases where a Service Buyer wishes to claim a refund of funded amounts (for example, where a job has been canceled or changed prior to work starting, or where the final invoice is less than the amount quoted based on an hourly rate contract) the Service buyer shall submit a refund request through info@ipnexus.com, providing all relevant information and documentation (such as final invoice).

g. PAYMENTS MUST BE MADE THROUGH IP NEXUS. Users shall make and receive all payments relating to, or in any way connected with, any Service Contract, through the IP Nexus platform.  Any action that encourages or solicits complete or partial payment outside of the IP Nexus platform is a violation of this policy and the Site Terms.  Should a User be found in violation of this Section, it will owe IP Nexus an amount with respect to each contract in relation to which a violation has occurred equal to the greater of a) $2,500; or b) the applicable fees had the payments been processed through the IP Nexus platform, plus 18%.  Furthermore, IP Nexus shall have the right to terminate any User’s access to, and use of, the Site where such User is found to be accepting payment outside the IP Nexus platform from any other User.

h. HOLD AND FUNDS. In cases of actual or suspected fraud, abuse or violation of this policy or the Site Terms, all monies due to the applicable User(s) may be held and/or reclaimed, not just those from the Service Contract(s) under investigation.

2. IP EXCHANGE – SALE AND LICENSE OF IP

a. COMMISSION FOR SALE OR LICENSE OF INTELLECTUAL PROPERTY ON IP EXCHANGE. IP Nexus is entitled to a commission for the sale or license of intellectual property listed on the IP Nexus platform, which corresponds to a percentage of (a) 12% of the aggregate value of any transaction entered by the parties, or (b) 4% of the aggregate value, in cases where the IP Owner is a university, other academic institution, or a non-profit foundation.

The commission shall be deducted from the amount placed in the designated IP Nexus account, or if such funds do not suffice, the commission shall be paid by the Interested Party directly to IP Nexus.  The commission accrues in all cases in which an IP Owner and a User enter into any transaction relating to any intellectual property that has been listed on the IP Nexus platform, regardless of whether the parties have communicated through the Site or through extraneous means of communications, and with or without the involvement of IP Nexus.

IP Nexus may at any time request any User who is or has been a party to a transaction for intellectual property that has been listed on the IP Nexus platform for information and/or documents on the terms of such actual or proposed transaction.  Any User requested by IP Nexus to provide such information and/or documents shall provide them to IP Nexus without undue delay.  If IP Nexus has any reason to believe that any User is negotiating, or has negotiated, a transaction circumventing IP Nexus that relates to any intellectual property listed on the IP Nexus platform, IP Nexus shall have the right to immediately perform an audit of such User.

b. POSSIBLE EXCLUSION OF PARTIES FROM BIDDING ON IP EXCHANGE LISTINGS. IP Owners list their intellectual property for sale or license on the IP Exchange feature of the Site, free of charge. The listings are non-exclusive, meaning the IP Owners are free to pursue other avenues for selling or licensing such intellectual property listed on IP Exchange. IP Owners have sole and complete control over the selection of parties to whom they sell or license their intellectual property. Specifically, IP Owners in certain jurisdictions may be subject to certain laws forbidding the sale or license of patents to so-called non-practicing entities, also known as patent holding companies or patent assertion entities. Furthermore, certain IP Owners may have a philosophical or other opposition to doing business with certain companies, types of company, or other entities. The IP Exchange platform is designed to provide a pop-up notice to Users advising them of any such restrictions.

3. PREMIUM SERVICES AND OTHER SUBSCRIPTIONS

IP Nexus offers two types of Basic (free) account, Regular Account and Professional Account. In addition, IP Nexus also offers a professional users a Premium Account. Further Premium plans and add-on features, include IP Exchange Plus plan, IP Exchange Premium plan, Job Board, display company logo and company page.  These are charged at a monthly or annual subscription, depending on the subscription service and User selections.

a. PAYMENT OF SUBSCRIPTION FEES. Fees may be payable on an annual, monthly, or pro-rata basis according to the relevant pricing information. Payments can be made via PayPal or personal credit card.

Please note that some pre-paid cards may not allow monthly recurring billing, and some credit cards may not work from certain countries. We recommend that you check with your pre-paid card company or bank to confirm whether recurring billing is possible.
If you don’t see PayPal as an option on the secure checkout page, it is not available in your region at this time.

b. SUBSCRIPTION CANCELLATION. You may cancel your paid Premium plans, services, and features at any time, and retain your Basic (free) account features.  If you choose to do this:

i.   Cancellation will end billing, and remove your access to relevant features at the end of your current billing cycle;

ii. Changes will be effective on the billing expiration date of your current subscription at the end of the monthly renewal date; and

iii. If you were on a plan, promotion, or price that is no longer offered, you will not be able to re-purchase that same plan again or re-purchase at the promotional price.

4. EFFECTS OF NONPAYMENT

If User fails to pay amounts due under this policy or the Site Terms, whether by canceling User’s credit card, initiating an improper chargeback, or any other means, User’s IP Nexus account will be suspended, no additional payments will be processed, and any work-in-progress, subscription services, or job postings will be stopped.

Without limiting other available remedies, User shall reimburse IP Nexus for amounts due upon demand, plus any applicable processing fees, charges, or penalties, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneys’ fees and other costs of collection as allowed by law.

In its discretion, IP Nexus may setoff amounts due against other amounts received from or held for User, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with such agencies or authorities in any resulting investigation or prosecution.

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