PLEASE READ CAREFULLY. BY ACCESSING OR USING THIS WEBSITE, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, TOGETHER WITH ANY TERMS, POLICIES, OR DISCLOSURES THAT MAY BE INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THE FOLLOWING TERMS, PLEASE DO NOT USE THIS WEBSITE.
1. ABOUT THE IP NEXUS SERVICE
a. IP NEXUS IS NOT A LAW FIRM AND NO ATTORNEY-CLIENT RELATIONSHIP EXISTS WITH IP NEXUS.
IP Nexus is not a law firm, and does not practice law or provide legal advice. The employees of IP Nexus are not acting as your attorney. By using IP Nexus, no attorney-client relationship will be created between you and IP Nexus. Site Materials are not legal advice, and are not guaranteed to be correct, complete, or up-to-date. IP Nexus does not guarantee that any of the Site Material is current. Without limitation, any Site Material is intended for general informational purposes only, is not intended to and does not create an attorney-client relationship between you and IP Nexus, and you shall not rely upon any such Site Materials. You understand that questions and answers, postings on any groups, listed jobs, and any other information or other postings to the Site, any other communication via IP Nexus, or any other type of Site Materials, is not confidential and is not subject to attorney-client privilege.
b. IP NEXUS IS NOT A REFERRAL SERVICE.
Service Providers using the Services are not endorsed or approved by IP Nexus. There is no fee sharing arrangement between IP Nexus and Service Providers using the Services. Users should carefully research any Service Provider prior to accepting any professional advice or obtaining any Services. No legal representation relationship exists in any way between any User and IP Nexus or any of its affiliates.
c. IP NEXUS DOES NOT PROVIDE OR RECOMMEND ADVICE.
IP Nexus does not make recommendations or offer intellectual property or business advice or investment advice of any kind. IP Nexus provides the contents of the Site for informational, educational and noncommercial purposes only. Although IP Nexus may provide data, information, or content related to but not restricted to intellectual property portfolio assembly and management approaches, opportunities to buy or sell intellectual property, opportunities to post projects or apply for projects, opportunities to post jobs or apply for jobs, opportunities for Users to post and request information, you should not construe any such data, information, content, or opportunities as investment, financial, tax, legal, or other advice. You alone will bear the sole responsibility of evaluating the merits and risks associated with the use of any data, information, content, or opportunities on the Site before making any decision based on such data, information, content, or opportunities. IN EXCHANGE FOR USING SUCH DATA, INFORMATION, CONTENT, OR OPPORTUNITIES, YOU AGREE NOT TO HOLD IP NEXUS OR ANY OF ITS THIRD-PARTY CONTENT PROVIDERS LIABLE FOR ANY POSSIBLE CLAIM FOR DAMAGES ARISING FROM ANY DECISION YOU MAKE BASED ON DATA, INFORMATION, CONTENT, OR OPPORTUNITIES MADE AVAILABLE TO YOU THROUGH THE SITE.
d. IP NEXUS DOES NOT ENDORSE THE PROFESSIONALS OR THE ENTITIES ON THE SITE.
IP Nexus does not select, screen, approve, endorse, or limit who can post information on the Site.
e. IP NEXUS IS NOT RESPONSIBLE FOR ANY ERROR, OMISSION, OR HARMFUL MATERIAL ON THE SITE.
IP NEXUS IS NOT RESPONSIBLE FOR ANY ERROR OR OMISSION IN ANY SITE MATERIALS, INCLUDING WITHOUT LIMITATION PROFESSIONAL PROFILE INFORMATION, PROFESSIONAL INFORMATION, OR INFORMATION ABOUT ANY ENTITY. WHILE IP NEXUS ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE SITE SAFE, IP NEXUS CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ITS SERVERS, OR ANY CONTENT OR SITE MATERIALS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
f. IP NEXUS RESERVES THE RIGHT TO EXCLUDE USE OF THE SITE.
IP Nexus reserves, at its sole judgment, the right to exclude individuals, groups, or companies from providing professional services on the IP Nexus platform for any reason and without notice.
g. IP NEXUS SPECIFICALLY EXCLUDES USE OF THE SITE BY CERTAIN PARTIES FOR CERTAIN ACTIVITIES.
Except for parts of the site specifically intended for such purposes, such as Jobs Board, IP Nexus does not permit any parties to register on or access the Site for the purpose of human resources recruiting (i.e., approaching any User concerning employment vacancies, or approaching candidates or survey respondents for private academic or other research purposes), nor for the purpose of selling products or services, nor any other contact or transaction that, in our sole discretion, falls outside the scope of our Services or is transacted outside our platform in violation of these Site Terms. Groups subject to exclusion include, but are not limited to, executive recruiters, headhunters, personal finance consultants, business development executives, and sales executives. We reserve the right to terminate offending User accounts with immediate effect and without notice, and to pursue legal action where there is a reasonable expectation of reputational or other damages, or profits earned.
2. USER’S RESPONSIBILITIES AND REPRESENTATIONS
a. YOU ARE NOT AN AGENT OF IP NEXUS.
By listing in the ipnexus.com Directory, providing any Third Party Content or Transactional Content, providing or purchasing services or IP, using our free or premium features, using the Site or Services, or engaging, without limitation, in any manner on the Site, you agree you are not becoming part of the website and shall not hold yourself out to be a member of the Site or the IP Nexus team.
b. YOU ARE RESPONSIBLE FOR MAINTAINING YOUR ACCOUNT AND FOR ITS SECURITY.
In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you (including, but not limited, to your email address) as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data or any other information you provide to IP Nexus, and keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to IP Nexus. You agree to allow IP Nexus to rely on any information submitted by you in relation to your activities and your account.
You are required to register for your account with a valid email address, and to take complete responsibility for the validity and performance of this email address at all times. You are required to update your account promptly regarding any and all changes to this email address. Any change to your account regarding this email address will be deemed to be under your explicit approval, even if the change is made by a third-party accessing your account with our without your approval. All communications between IP Nexus or Users and you will be directed to this email address. You are responsible for maintaining the confidentiality of your account password and for restricting access to your account. You agree to accept responsibility for any activities that occur under your account. You may not use a name in connection with operating your account that confuses, misleads, or otherwise deceives anyone with respect to your identity.
You agree not to access or use, or attempt to access or use, the Site or any part thereof using the identity or the Registration Data of any person other than yourself.
c. YOU, AND NOT IP NEXUS, ARE RESPONSIBLE FOR VERIFYING THE CURRENCY, ACCURACY, AND COMPLETENESS OF SITE CONTENT.
You agree to be solely responsible for your use of the Site, the Site Materials, and the Services, and for determining the suitability of, and the results obtained from, any professional you hire. Additional information about Site Materials, the Services, the sources of information displayed on the Site, and other important matters is contained within the Site itself, and you acknowledge and agree that your use of the Site, or of any information or features in or on the Site, is informed by and subject not only to these disclaimers and Site Terms but also by the information available on these pages.
d. YOU WILL COMPLY WITH APPLICABLE LAWS.
It is solely the responsibility of any User to ensure that any Site Materials such User posts or provides to the Site, and any communication such User may have with prospective clients, peers or other Users of the site through the Site or the Services, 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, or other matters.
e. YOU REPRESENT THAT YOU ARE OVER THE AGE OF 18.
We do not permit anyone under the age of 18 to use our Services. We reserve the right to terminate, with immediate effect and without notice, the account of any User that we learn is under the age of 18.
f. YOU WILL NOT ENGAGE IN ANY ACTIVITY THAT INTERFERES WITH OR DISRUPTS THE FUNCTIONING OF THE SITE.
You will not access or attempt to access the Site by any means other than the interface provided, and you will not use Site Materials for any purpose other than the purpose for which they were made available. You will not engage in any activity that interferes with or disrupts the functioning of the Site. You will not upload, attach, or insert any file, or any external link, that may be invalid, malicious, or unknown to you, or used for offering any goods or services other than Services. You agree not to scrape or disaggregate data from the Site for any purpose (whether by manual or automated means), or to copy, re-post or re-use data from the Site. You agree not to use or provide software (except for general purpose web browsers and email clients, or software expressly licensed by IP Nexus) or services that interact or interoperate with the Site, in any way or for any purpose.
3. USER CONDUCT, RESTRICTIONS, AND LIABILITIES
Please refer to our User Code of Conduct for those terms and conditions regarding User conduct, restrictions, and liabilities.
4. CONTENT
Please refer to our Content Policy for those terms and conditions regarding Site content.
5. SERVICES MARKETPLACE
a. MERE USE OF THE SITE MAY NOT FORM AN ATTORNEY-CLIENT RELATIONSHIP WITH ATTORNEY PROVIDERS.
Please note that mere use of the Site may not form an attorney-client relationship with a Service Provider. Information posted or made available on or through the Site, including, without limitation, any responses to legal or other questions posted on the Site; information in IP Nexus’s various blog postings, groups, jobs and media releases; information posted publicly on the Site; documents or forms uploaded to our website (whether or not provided by an Attorney Provider); or information sent in an unsolicited message to a User, is not intended as legal advice, is not confidential, and does not create an attorney-client relationship, but rather is considered Site Materials. An attorney-client relationship may not be formed solely through the use of the Services between Service Buyers and Service Providers. Users may post Legal Requests or other requests through the Services Marketplace. Attorney Providers may submit bids and negotiate details of these projects prior to acceptance. Upon acceptance, the scope of an Attorney Provider’s representation is strictly limited to the matter agreed upon in the job bid (the “Bid”).
b. ATTORNEY-CLIENT RELATIONSHIP WITH ATTORNEY PROVIDER.
While an attorney-client relationship may be facilitated with an Attorney Provider through use of the Services, no attorney-client relationship can be formed until a consultation takes place with the Attorney Provider and the relevant formal legal undertaking and documents are in place. If the Attorney Provider determines there is a conflict of interest, that Attorney Provider will be unable to represent you. Any Attorney Provider may also decline to provide representation for any other reason. Attorney-client privilege is a set of rules governing lawyers designed to encourage full and frank communication between a client and his or her lawyer. It applies to communications with a lawyer where a client is seeking legal advice. By using the Services to find and connect to a lawyer, you are agreeing that communications over the Services will not be protected by this privilege.
Users may negotiate the terms of a potential engagement prior to such engagement. Upon acceptance, the scope of the work that an Attorney Provider is engaged to work on is strictly limited to the matter agreed upon during the negotiations. IP Nexus does not provide legal services to Users on its own behalf, and has no obligations to any User in connection with attorney-client privilege.
c. FEES AND TRANSACTIONS FOR LEGAL WORK.
No fees for the work carried out as a result of Legal Requests are split or shared between Attorney Providers and IP Nexus. If IP Nexus believes, in its sole discretion, that any funds earned through use of the Services were earned under suspicious circumstances or that funds were derived from a suspect account, IP Nexus will continue to investigate the situation until an adequate resolution has been reached, as determined by us, and which may require the involvement of certain third-parties, including PayPal or any applicable credit card company. IP Nexus will make commercially reasonable efforts not to exceed a ninety (90) day hold on your account as we and/or a third-party investigate.
d. SERVICE CONTRACT TERMS BETWEEN SERVICE BUYER AND SERVICE PROVIDER.
The relationship between a User and a Service Provider shall be governed by a service contract (the “Service Contract”) as set forth in the Service Contract Policy. User (for purposes of this Service Contract, a “Service Buyer”) and Service Provider may not agree to any other terms and conditions that affect the rights or responsibilities of IP Nexus and, to the extent they do, such terms and conditions will be void.
e. CONFIDENTIAL INFORMATION WITH SERVICE PROVIDER.
To the extent a Service Buyer or Service Provider provides Confidential Information to the other, the recipient must protect the secrecy of the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care, and shall neither (a) disclose Confidential Information to anyone except, in the case of IP Nexus, to any Service Buyer or Service Provider engaged in a Contract, nor (b) use the Confidential Information, except as necessary for the performance of services for the relevant Service Contract (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by Service Provider). When Confidential Information is no longer needed for the performance of services for the relevant Service Contract, or at the disclosing party’s written request (which may be made at any time, at disclosing party’s sole discretion), recipient Service Buyer or Service Provider (as the case may be) shall promptly destroy or return all Confidential Information and any copies thereof contained on or about its premises, systems, or any other equipment otherwise under its control. Each of Service Buyer or Service Provider, as applicable, agrees to provide written certification to the party disclosing the Confidential Information of compliance with this Section of the Site Terms within ten (10) days after the receipt of disclosing party’s written request for such written certification. Without limiting the above, Service Buyer, Service Provider, or IP Nexus, shall not publish, or cause to be published, any Confidential Information or Work Product, except as may be necessary for performance of Services for a Contract.
f. LEGAL REQUESTS WILL BE AVAILABLE FOR ATTORNEY PROVIDERS TO VIEW.
Any User of IP Nexus may post legal questions in “Ask an Expert” or post legal job requests (collectively, “Legal Requests”) in the IP Nexus Services Marketplace, and Attorney Providers may offer or be asked to offer their help with Legal Requests. The information that a User includes in a Legal Request will be available for Attorney Providers on our platform to view. Attorney Providers may offer their legal services to any User in response to User’s Legal Request. Users should not submit confidential information to the IP Nexus platform. By choosing to do so, Users acknowledge that there is no duty on any Attorney Provider to keep such information confidential or forego representation adverse to such User’s interests. A User’s contact information will remain private until the User chooses to connect with an Attorney Provider.
6. PREMIUM SERVICES
a. DIFFERENT LEVELS OF ACCESS TO THE IP NEXUS PLATFORM.
Users with free accounts are subject to certain restrictions in their use of the Site (including, but not limited to, lacking the ability to view certain IP owner information, and to place bids, or express interest, in intellectual property listed on the IP Exchange).
b. PREMIUM MEMBERSHIP.
Users may opt to subscribe to Premium Memberships or add-on features that are made available on the IP Nexus website. Premium Memberships include Premium Account and IP Exchange Plus plan and IP Exchange Premium plan. Add-on features include Posting jobs, company pages and displaying company logo. By selecting Premium Membership or add-on features you agree to pay IP Nexus the subscription fees indicated for that Service or feature. A Premium Service membership or feature becomes active after the Membership Fee has been received in full by IP Nexus. Users who subscribe to any Premium Memberships are referred to as “Premium Members,”. All costs and expenses relating to the payment of the Membership Fee or Subscription Fee are borne by the User, and no deductions may be made, except where IP Nexus at our discretion elects to provide special promotional code or other promotional offers. If your payment method fails, or your account is past due, IP Nexus reserves the right to either suspend or terminate your premium Service membership or add-on features. Any such suspension or termination will result in the cancellation of any promotional programs applicable to your Premium Service membership. You agree to submit any disputes regarding any charge to your account in writing to IP Nexus within sixty (60) days of such charge, and acknowledge that otherwise such dispute will be waived and such charge will be final and not subject to challenge.
For further information on Premium membership and related payments, please refer to our Payments Policy.
c. EXPRESSION OF INTEREST AND BIDDING FOR INTELLECTUAL PROPERTY BY PREMIUM MEMBERS.
Upon an expression of interest, a Premium Member who is an Interested Party declares that he or she is in principle interested in contracting with the relevant IP Owner on the terms specified on the applicable intellectual property listing. Users who are not subscribed to the IP Exchange Plus or Premium Plans may also express interest in an individual intellectual property asset by contacting IP Nexus directly. The Interested Party is then asked to specify its offer to the IP Owner (including for example whether it is interested in buying, licensing, or brokering the intellectual property of interest). The offer shall be communicated to the account of the IP Owner and automatically copied to IP Nexus. Such communication shall be treated confidentially at all times.
The bidding process is non-exclusive (i.e., more than one Interested Party may make an offer to the IP Owner). Prior to negotiations between the IP Owner and an Interested Party being initiated, the parties may enter into a non-disclosure agreement (“NDA”), a template of which will be provided by IP Nexus on request (alternatively, the parties may provide their own preferred form of NDA). The IP Owner and any Interested Party negotiate the terms of the envisaged transaction on the basis of agreement templates provided by IP Nexus (or custom agreements can be uploaded by the parties) that will be accessible to both parties on their respective individual account pages under the “IP Transactions” tab. IP Nexus must be kept copied on all communications (for which IP Nexus takes no responsibility). An agreement is reached only if both parties accept the terms as displayed on their respective individual account pages by pressing the “Accept” button. Payment by the Interested Party is placed in the designated account of IP Nexus and shall be disbursed to the IP Owner (after deduction of the commission owed to IP Nexus) when the transaction is consummated and, if necessary, the public intellectual property ownership registration is changed. Payment may be made either by means of PayPal, credit card (when available), or bank wire. The parties shall at all times use the account designated by IP Nexus for the processing of payments; the parties shall never use any method of payment other than via such designated account.
7. INTELLECTUAL PROPERTY INFRINGEMENT
a. COMPLAINTS OF INFRINGEMENT.
IP Nexus respects the intellectual property rights of others. It is our policy to respond promptly to any claim that content submitted to IP Nexus infringes the copyright or other intellectual property of any person (“Infringement”). IP Nexus will use reasonable efforts to investigate notices of alleged Infringement and will take appropriate action under applicable intellectual property law and these Site Terms where it believes an Infringement has taken place, including removing or disabling access to the content claimed to be infringing, and/or terminating accounts and access to the Services.
To notify IP Nexus of a possible Infringement you must submit your notice in writing to the attention of “Intellectual Property Infringement” at the email address info@ipnexus.com and include in your notice a detailed description of the alleged Infringement sufficient to enable IP Nexus to make a reasonable determination. Please note that you may be held accountable for damages (including costs and attorneys’ fees) for misrepresenting that any content is infringing your copyright.
If we remove or disable access to content in response to a notice of Infringement, we will make reasonable attempts to contact the user who submitted the affected content. If you feel that your content is not infringing, you may provide IP Nexus with a counter notice in writing to the attention of “Intellectual Property Infringement Counter Notification” at legal@ipnexus.com. You must include in your counter notice sufficient information to enable IP Nexus to make a reasonable determination. Please note that you may be held accountable for damages (including costs and attorneys’ fees) if you materially misrepresent that your content is not infringing the copyrights of others.
b. IP NEXUS INTELLECTUAL PROPERTY.
The IP Nexus logo and any other product or service name or slogan contained in the Site are trademarks of IP Nexus and its suppliers or licensors, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of IP Nexus or the applicable trademark holder. You may not use any metatags, any other hidden text utilizing “IP Nexus,” or any other name, trademark, or product or service name of IP Nexus, without our prior written permission. In addition, the look and feel of the Site (including all page headers, custom graphics, button icons, and scripts) is the service mark, trademark, and/or trade dress of IP Nexus, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of IP Nexus. All other trademarks, registered trademarks, product names, and company names or logos mentioned in the Site are the property of their respective owners.
c. RIGHTS TO IP NEXUS HYPERLINK.
You are granted a limited, non-exclusive right to create a text hyperlink to the Site for noncommercial purposes, provided such link does not portray IP Nexus, any of its products and services, any Site Material, or any User, in a false, misleading, derogatory or otherwise defamatory manner, and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing, or otherwise objectionable. IP Nexus reserves the right to revoke this limited right at any time. You may not use any IP Nexus logo or other proprietary graphic of IP Nexus to link to this Site without the express written permission of IP Nexus. Further, you may not use, frame, or utilize framing techniques to enclose any IP Nexus trademark, logo, or other proprietary information, including the images found at the Site, the content of any text, or the layout/design of any page or form contained on a page on the Site without the express written consent of IP Nexus. Except as noted above, you are not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or proprietary right of IP Nexus or any third-party.
IP Nexus makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature, or reliability of third-party websites accessible by hyperlink from the Site, or websites linking to the Site. Such sites are not under the control of IP Nexus and IP Nexus is not responsible for the contents of any linked site or any link contained in a linked site, or any review, change, or update to any such site. IP Nexus provides these links only as a convenience, and the inclusion of any link does not imply affiliation, endorsement, or adoption by IP Nexus of any site or any information contained therein. When you leave the Site, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site.
8. GENERAL TERMINATION PROVISIONS
a. TERMINATION OF USER ACCOUNT BY USER.
You may close your account at any time. Termination of the IP Nexus Services does not terminate any existing attorney-client relationships or obligations. If you wish to terminate your obligation to be bound by these Site Terms, or your account with the Service, you may simply discontinue using IP Nexus.
If you wish to delete your User account, please contact IP Nexus at info@ipnexus.com. After receiving your request for account deletion, we will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce any agreements. Barring legal or other requirements relating to pending transactions, job offers, job listings, or other interactions on our website, we will delete your account within 90 days. We do not guarantee that we will maintain a backup copy of your data or other information relating to your account after account deletion, so please maintain your own copy of any such information before requesting account deletion. We reserve the right to retain any content posted on our website prior to the deletion date.
b. TERMINATION OF USER ACCOUNT BY IP NEXUS.
IP Nexus, at its sole discretion, may terminate your access to all or any part of the Site at any time, with or without cause or notice, and with immediate effect.
c. THE EFFECT OF TERMINATION ON PARTIES AND AGREEMENTS.
Termination of your relationship with IP Nexus does not affect your relationship with any consultant or client you have retained through the IP Nexus Services. All legal, contractual, and ethical duties, obligations, and responsibilities shall survive termination of the IP Nexus relationship. Any provision of these Site Terms which by its nature should survive termination, will survive termination (including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability).
9. FEES AND PAYMENTS
Please refer to our Payments Policy for those terms and conditions regarding fees and payment procedures related to Services Marketplace, the IP Exchange, the Premium Services, the Job Board, and all other subscriptions available on the Site.
10. GENERAL SITE USE TERMS
a. ADVERTISEMENTS AND PROMOTIONS.
IP Nexus may run advertisements and promotions from third parties on the Site. Your business dealings or correspondence with, or participation in promotions of, advertisers other than IP Nexus, and any terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third-parties. IP Nexus is not responsible or liable for any loss or damage incurred as the result of any such dealings, or as the result of the presence of any advertisers on the Site other than IP Nexus.
b. YOUR CONSENT TO RECEIVE EMAILS.
By using the Site, you consent to receive emails from IP Nexus, which may include commercial emails, provided such emails are in accordance with the preferences you select in the email and notifications page of the Account section of the Site. You may change such preferences by changing your account settings on the email and notifications page of the Account section of the Site.
Please note that as long as you maintain an account, you may not opt out of receiving service or account-related emails from IP Nexus.
c. DIRECTORY OF EXPERTS AND STARTUP PAGES.
Our Services permit sharing of information, including professional profiles and profiles of startups, in many ways. If you create a profile in our Directory or our Startup Pages, this profile will immediately become visible to anyone using or viewing the Site. By creating such a profile, you agree that this profile may be shared and/or promoted by IP Nexus across social media platforms and other websites.
d. PRIVACY POLICY.
Please refer to our Privacy Policy for information on how IP Nexus collects, uses and discloses personally identifiable information from its Users.
e. ENFORCEMENT OF SITE TERMS AND POLICIES.
IP Nexus has the right, but not the obligation, to suspend or cancel your access to the IP Nexus platform if it believes that you have violated or acted inconsistently with the letter or spirit of these Site Terms, or violated our rights or those of another party. Without limiting any other remedies of IP Nexus, we may suspend or terminate your account, use self-help in connection with our rights to reclaim any available funds, and refuse to provide any further access to the IP Nexus platform to you if (a) you breach any terms and conditions of these Site Terms or other written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our Users, or for IP Nexus.
Once suspended or terminated, you MAY NOT continue to use the IP Nexus platform under a different account or reregister under a new account. If you attempt to use the IP Nexus platform under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment method to pay for any amounts outstanding.
In addition, violation of these Site Terms may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. When your User account is canceled, you may no longer have access to any part of the IP Nexus platform, including data, messages, files, or other material you keep on IP Nexus.
11. MISCELLANEOUS PROVISIONS
a. INDEMNIFICATION.
You agree to defend, indemnify, and hold harmless IP Nexus, its corporate affiliates, independent contractors, service providers, and consultants, and each of their respective directors, employees and agents, from and against any claims, damages, cost, liabilities and expenses (including, but not limited to, attorneys’ fees) arising out of or related to any User content you post, store, or otherwise transmit on or through the Site, or your use of or inability to use the Site or the Service including, without limitation, any actual or threatened suit, demand, or claim arising out of or relating to User content, your conduct, your violation of these Site Terms, or your violation of the rights of any third-party.
b. APPLICABLE LAW AND VENUE.
These Site Terms and your use of the Site shall be governed by and construed in accordance with the laws of [the State of California] applicable to agreements made and to be entirely performed within [the State of California] (even if your use is outside of [the State of California]), without resort to its conflict of law provisions.
c. ARBITRATION.
You agree that any dispute, controversy or claim arising out of, relating to, or concerning the Site Terms, or the interpretation, performance, breach, termination or validity of the Site Terms, shall be settled by arbitration to be held in Hong Kong under the UNCITRAL Rules, in accordance with the Honk Kong International Arbitration Centre (“HKIAC”) Procedures for the Administration of International Arbitration in force at the time of arbitration. The arbitration proceedings shall be conducted in English and administered under the auspices of the HKIAC. There shall be a single arbitrator agreed upon by the parties or, if the parties are unable to agree within thirty (30) days after notice of arbitration, appointed by the HKIAC.
d. SEVERABILITY.
If any provision of these Site Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Site Terms and shall not affect the validity and enforceability of any remaining provisions.
e. DISCLAIMER OF WARRANTIES.
THE SITE, THE SITE MATERIALS AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. IP NEXUS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE INFORMATION, CONTENT OR MATERIALS IN THE SITE. IP NEXUS DOES NOT REPRESENT OR WARRANT THAT SITE MATERIALS, INCLUDING THE INFORMATION AVAILABLE IN OR ON THE SITE, OR THE SERVICES, ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. IP NEXUS DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, WHETHER OBTAINED BY YOU FROM IP NEXUS, FROM AN IP NEXUS EMPLOYEE OR AGENT, OR THROUGH OR FROM THE SITE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS. IP NEXUS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL or EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, INCOME, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF IP NEXUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: THE USE OF OR THE INABILITY TO USE THE SITE; THE COST OF PROCUREMENT OF SUBSTITUTE GOODS Or SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED or MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SITE; ACCESS TO OR ALTERATION OF YOUR ACCOUNT, TRANSMISSIONS, OR DATA DUE TO YOUR CONDUCT, INACTION OR NEGLIGENCE; STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON THE SITE; OR ANY OTHER MATTER RELATING TO THE SITE.
f. MODIFICATION OF TERMS OF USE.
IP Nexus reserves the right to change or modify any of the terms and conditions contained in these Site Terms or any policy or guideline of the Site, at any time and in its sole discretion. IP Nexus will provide notice of these changes by posting the revised terms on the Site and indicating on the Site Terms the date they were last updated. Any change or modification will be effective immediately upon posting of any revision on the Site. Your continued use of this Site following the posting of any change or modification will constitute your acceptance of such change or modification. If you do not agree to the amended Site Terms, you must stop using the Site.
g. COMPLETE AGREEMENT.
These terms and conditions of use (“Site Terms”) apply exclusively to your access to, and use of, the website of IPEXC Limited DBA IP Nexus (“IP Nexus”), located at www.ipnexus.com, and the Services. These Site Terms do not alter in any way the terms or conditions of any other agreement you may have with IP Nexus, or its subsidiaries or affiliates, for products, services or otherwise. If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept these Site Terms on such entity’s behalf, and that such entity agrees to indemnify you and IP Nexus for any violation of these Site Terms.
12. DEFINITIONS
“Add-on features“ means any paid feature of IP Nexus that is independent of Premium Account, IP Exchange Plus Plan or IP Exchange Premium plan including job postings on Jobs Board, Company page, display company logo.
“Agency“ means a legally recognized entity with the ability to hire and/or contract.
“Attorney Provider” means independent legal professional who offers to perform consulting services for Users who ask questions and post jobs. Attorney Providers are not employees of IP Nexus.
“Bid” has the meaning set forth in Section 5.a.
“Confidential Information” means Service Buyer or Service Provider deliverables, Work Product, and any other information provided to, or created by, a User for a Service Contract, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Service Provider or Service Buyer; (b) was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) was already known by User prior to receiving it from the other party and was not received from a third party in breach of that third party’s obligations of confidentiality; or (d) was independently developed by User without use of Confidential Information.
“Fixed-Price” means a fixed fee agreed between a Service Buyer and a Service Provider, prior to the commencement of a Service Contract, for the completion of all Services requested by Service Buyer for such Service Contract.
“Fixed-Price Contract” means a Service Contract for which Service Buyer is charged a Fixed-Price.
“Hourly Rate” for a Service Contract means, in respect of a Service Provider, the hourly rate specified for that Service Provider in the IP Nexus Platform.
“Hourly-rate Contract” means a Service Contract for which Service Buyer is charged based on the Hourly Rate.
“HKIAC” has the meaning set forth in Section 11.c.
“Indemnified Party” means IP Nexus and its subsidiaries, affiliates, officers, agents, employees, representatives and agents.
“Infringement” has the meaning set forth in Section 7.a.
“Interested Party” means (a) any Premium Member who is seeking to purchase, license or otherwise seek the acquisition of intellectual property whether on its own account or on behalf of third-parties, or (b) any User who is not a Premium Member but has directly contacted IP Nexus to request Interested Party status.
“IP” means intellectual property.
“IP Nexus” has the meaning set forth in Section 11.g.
“IP Owner” means any individual or entity having an ownership title to listed intellectual property, or who is otherwise entitled to dispose over listed intellectual property without any legal restriction (e.g. as an administrator, trustee, etc.).
“Legal Information” means, collectively, any responses to legal questions posted in “Ask an Expert” and any other comment, opinion, recommendation, answer, analysis, reference, referral, or legally related content or information (including documents, templates, or other materials) posted or made available on or through the Site (including, but not limited to, postings on groups).
“Legal Request” has the meaning set forth in Section 5.f.
“Membership Fee” means the annual membership fees for Premium Members.
“NDA” has the meaning set forth in Section 6.f.
“Premium Member” has the meaning set forth in Section 6.b.
“Registration Data” has the meaning set forth in Section 2.b.
“Services” refers to the services, Site, content (including Site Materials), and products of IP Nexus.
“Service Buyer” has the meaning set forth in Section 5.d.
“Service Buyer Deliverables” means instructions, requests, intellectual property, documents, templates, and any other information or materials that a Service Provider receives from a Service Buyer for a particular Service Contract.
“Service Contract” has the meaning set forth in Section 5.d.
“Service Provider” means any company or individual User utilizing the IP Nexus platform to offer Services to Service Buyers. Service Providers are not employees of IP Nexus.
“Service Provider Deliverables” means instructions, requests, intellectual property and any other information or materials that a Service Buyer receives from a Service Provider for a particular Service Contract.
“Service Provider Fees” means: (a) for an Hourly-Rate Contract, an amount equal to the number of hours recorded by Service Provider, multiplied by the Hourly Rate; or (b) for a Fixed-Price Contract, the Fixed-Price.
“Site” means www.ipnexus.com, inclusive of any and all affiliated websites operated by IP Nexus.
“Site Materials” has the meaning set forth in Section C of the IP Nexus Content Policy.
“Site Terms” has the meaning set forth in Section 11.g.
“Third-Party Content” has the meaning set forth in Section B of the IP Nexus Content Policy.
“Transactional Content” has the meaning set forth in Section A of the IP Nexus Content Policy.
“User” means any individual or entity that has registered with the Site.
“User Client” means any User utilizing the IP Nexus platform to request Services to be performed by a Services Provider, or to upload its company information, technology, job listings, or intellectual property to our listings on our IP Exchange, Job Boards, and other website pages. From time to time, IP Nexus may act as a User Client, and the terms and conditions of this Agreement applicable to User Clients will apply to IP Nexus when acting in such capacity. The terms and conditions of this Agreement are also applicable to any Service Provider acting as a User Client (for example, for the purpose of finding outside counsel or sourcing related IP services such as translation services).
“User Content” has the meaning set forth in Section 1 of the User Conduct Policy.
“Work Product” means any tangible or intangible results or deliverables that Service Provider agrees to create for, or actually delivers to, Service Buyer as a result of performing the Services on a particular Service Contract (including, but not limited to, any intellectual property developed in connection therewith).
13. INTELLECTUAL PROPERTY CLAIMS
a. REPORTING CLAIMS OF COPYRIGHT INFRINGEMENT (DMCA).
IP Nexus’s content is based on User Generated Content (UGC). IP Nexus does not check user uploaded/created content for violations of copyright or other rights. However, if you believe any of the uploaded content violates your copyright or a related exclusive right, you should follow the process below. IP Nexus looks into reported violations and removes or disables content shown to be violating third party rights. In order to allow us to review your report promptly and effectively, a copyright infringement notice (“Notice”) should include the following:
Identification of your copyrighted work and what is protected under the copyright(s) that you are referring to.
Your copyright certificate(s)/designation(s) and the type, e.g., registered or unregistered.
Proof of your copyrights ownership, such as the registration number or a copy of the registration certificate.
A short description of how our user(s) allegedly infringe(s) your copyright(s).
Clear reference to the materials you allege are infringing and which you are requesting to be removed.
Your complete name, address, email address, and telephone number.
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
A statement made under penalty of perjury that the information provided in the notice is accurate and that you are the copyright owner or the owner of an exclusive right that is being infringed, or are authorized to make the complaint on behalf of the copyright owner or the owner of an exclusive right that is being infringed.
Your electronic or physical signature.
You can send your Notice to our designated DMCA Agent at: 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands. Alternatively you can submit the Notice electronically to info@ipnexus.com or by submitting a contact form.
Note that we will provide the user who is allegedly infringing your copyright with information about the Notice and allow them to respond. In cases where sufficient proof of infringement is provided, we may remove or suspend the reported materials prior to receiving the user’s response. In cases where the allegedly infringing user provides us with a proper counter-notification indicating that it is permitted to post the allegedly infringing material, we may notify you and then replace the removed or disabled material. In all such cases, we will act in accordance with 17 U.S.C Section 512 and other applicable laws.
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
b. COUNTER-NOTIFICATION PROCEDURES.
If you believe that material you posted on the site was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a “Counter-Notice”) by submitting written notification to our DMCA agent (identified above). Pursuant to the DMCA, the Counter-Notice must include substantially the following:
Your physical or electronic signature.
An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
Adequate information by which we can contact you (including your name, postal address, telephone number and, if available, e-mail address).
A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Website may be found) and that you will accept service from the person (or an agent of that person) who provided the Website with the complaint at issue.
The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice. Please be aware that if you knowingly materially misrepresent that material or activity on the Website was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.
14. QUESTIONS
If you have any question regarding the use of the Site, please refer first to the Site FAQ. All other questions or comments should be directed to info@ipnexus.com.
