Quantify IP Cloud Services

TERMS OF SERVICE

The Terms of Service for Portfolio Estimator - Cloud Service ("Terms of Service") are effective immediately upon the user's acceptance of the Terms of Service by clicking the 'Next' button with the 'I have read and agree' checkbox checked, and user's first use of the Portfolio Estimator - Cloud Service ("Service" defined herein. As used in the Terms of Service, the terms 'you', 'your' or 'User' all refer to the person using the Service in any way.

1. Permitted Uses and Restrictions on Use
   Subject to the terms and conditions of the Terms of Service, Quantify IP or its subcontractors will provide the following: Portfolio Estimator - Cloud, a service that allows you to calculate cost estimates for Intellectual Property applications on the Internet via Quantify IP (the "Service"). You may not use the Service until you have read and accepted all of the Terms of Service by checking the 'I accept' checkbox and clicking the 'Next' button. In order to use the Service, you are responsible at your own expense to access the Internet, either directly or through devices that access web-based content and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Internet, including a computer and modem or other access device. You shall not attempt to access any other of Quantify IP's systems, programs or data that are not made available for public use.


2. Your Registration Obligations
   In consideration of your use of the Service, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form(s) (such information being the 'Registration Data') and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Quantify IP has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Quantify IP may suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).


3. Access, Passwords and Security
   You may designate users under your account, and you may provide and assign access and passwords to such users.
   
   You will be responsible for the confidentiality and use of your access number(s), password(s), and account number(s). You will be responsible for all electronic communications, including account registration and other account holder information, email and other data ('Electronic Communications') entered through or under your access number(s), password(s) or account number(s). Quantify IP will act as though any electronic communications it receives under your access number(s), password(s) or account numbers(s) will have been sent by you. You agree to notify Quantify IP immediately if you become aware of any loss or theft or unauthorized use of any of your access number(s), password(s) and/or account number(s).


4. Member Conduct
   By submitting any data to Quantify IP, you warrant that: (i) you are the owner of such data, or have been granted all the rights necessary from the owner of such data to submit such data to Quantify IP, and (ii) the use of such data by Quantify IP and its members will not infringe or misappropriate the intellectual property rights of or otherwise violate the rights of any third party. You agree not to use the Service to:
   1. Impersonate any person or entity, including, but not limited to, a Quantify IP official, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
   
   
   2. Interfere with or disrupt the Service or servers or networks connected to the Service;
   
   
   3. Violate any applicable law or regulation.


5. General Practices Regarding Use, Storage and Service Access
   You acknowledge that Quantify IP may establish from time to time general practices and limits concerning use of the Service, including without limitation, establishing the maximum amount of storage space you have on the Service at any time, as well as limiting the number of times (and the maximum duration for which) you may access the Service in a given period of time. You agree that Quantify IP has no responsibility or liability for the deletion or failure to store any messages and other communications or other content maintained or transmitted by the Service. As a condition of use for this Service, you agree that, in the event of an error with your Service, a Service technician shall be permitted to access your data as necessary to resolve the problem. You acknowledge that Quantify IP reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.


6. Consumer Information and Privacy
   For details about Quantify IP's privacy policies, please refer to Quantify IP's Privacy Policy.


7. Modifications to the Service or Agreements
   
   • 7.1 Modifications to the Service. Quantify IP reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) at reasonable notice to you. You agree that Quantify IP shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. Quantify IP may specify from time to time the version(s) of related products required in order to use the Service (e.g., supported browser versions).
   • 7.2 Modifications to the Terms of Service. You agree that Quantify IP may modify the Terms of Service if necessary to comply with any other agreements that Quantify IP is currently bound by or will be bound by in the future, and/or with applicable law, as well as to adjust to changing business circumstances. Your continued use of any of the Service shall constitute your acceptance of the Terms of Service with the new modifications. If you do not agree to any of such changes, you may terminate the Terms of Service and immediately cease all access and use of the Service. You agree that such termination will be your exclusive remedy if you do not wish to abide by any changes to the Terms of Service.


8. Fees
   You agree to pay the then-current fees associated with the Service, if any. Quantify IP reserves the right to modify its fees with or without notice.


9. Termination
   You acknowledge and agree that Quantify IP may suspend or terminate your account and/or deny you access to, or use of, all or part of the Service, without prior notice, if you engage in any conduct that Quantify IP believes, in its sole discretion: (a) violates any term or provision of the Terms of Service, (b) violates the rights of Quantify IP or third parties, or (c) is otherwise inappropriate for continued access and use of the Service. In addition, Quantify IP reserves the right to terminate inactive membership accounts. You agree that upon termination, we may delete all files and information related to your account and may bar your access to your account and the Service. Further, you agree that Quantify IP shall not be liable to you or any third-party for any termination of your access to the Service. You agree to defend, indemnify and hold Quantify IP harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys' fees) arising from your violation of the Terms of Service, state or federal laws or regulations, or any third party's rights, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights. This obligation will survive the termination of Service.


10. Links
    The Service may provide links to other Internet sites or resources. You acknowledge and agree that Quantify IP is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Quantify IP shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.


11. Quantify IP Proprietary Rights
    You acknowledge and agree that the Service contains proprietary and confidential information that is protected by applicable Intellectual Property and other laws. You further acknowledge and agree that content contained in sponsor advertisements or information that may have been presented to you through the Service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.


12. No Resale, Etc. of the Service
    You agree not to sell, resell, rent or sublicense (including offering the Service to third parties on an applications service provider or time-sharing basis), lease, loan, or redistribute any portion of the Service, use of the Service, or access to the Service. You agree not to access the Service by any means other than through the interface that is provided by Quantify IP for use in accessing the Service.


13. Disclaimer of Warranties
    YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
    
    • YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND 'AS AVAILABLE' BASIS. QUANTIFY IP AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
    • QUANTIFY IP AND ITS SUPPLIERS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS OR RESULT IN REVENUES OR PROFITS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, AND (iv) THE QUALITY OF ANY PRODUCTS, SERVICE, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS. QUANTIFY IP AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THE TERMS OF SERVICE OR THE SERVICE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. QUANTIFY IP EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICE WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THIS SERVICE, RELATED SERVICES OR CONTENT IS IN ACCORDANCE WITH APPLICABLE LAW.
    • ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
    • NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM QUANTIFY IP OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.


14. Representations and Warranties
    You represent that, to the best of your knowledge and belief, your use of the Service does not directly or indirectly infringe the legal rights of a third party. You further represent and warrant that all information provided by you in connection with your registration is accurate and reliable.


15. Limitation of Liability
    
    • YOU EXPRESSLY UNDERSTAND AND AGREE THAT QUANTIFY IP AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF QUANTIFY IP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
    • YOU ALSO AGREE THAT QUANTIFY IP WILL NOT BE LIABLE FOR ANY (i) INTERRUPTION OF BUSINESS, (ii) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THIS SITE OR THE WEB SITE(S) YOU ACCESS THROUGH THIS SERVICE; (iii) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (iv) EVENTS BEYOND QUANTIFY IP'S REASONABLE CONTROL;
    • IN NO EVENT SHALL QUANTIFY IP'S MAXIMUM AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU TO QUANTIFY IP FOR THE SERVICE, BUT IN NO EVENT GREATER THAN THREE HUNDRED DOLLARS ($300.00). BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW.


16. Exclusions and Limitations
    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 13 AND 15 MAY NOT APPLY TO YOU.


17. General Information
    The Terms of Service constitutes the entire agreement between you and Quantify IP and governs your use of the Service, superseding any prior agreements between you and Quantify IP (including, but not limited to, any prior versions of the Terms of Service) with respect to its subject matter. You also may be subject to additional terms and conditions that may apply when you use affiliate or other Quantify IP services, third-party content or third-party software. Except as otherwise provided herein, the Terms of Service shall be governed by the laws of the State of Hawaii. The Terms of Service does not limit any rights that Quantify IP may have under trade secret, copyright, patent, trademark or other laws. The failure of Quantify IP to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect. You agree that any claim or cause of action arising out of or related to use of the Service or the Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms of Service are for convenience only and have no legal or contractual effect. The Terms of Service will inure to the benefit of Quantify IP and its successors and assigns.


18. Survival
    All representations, warranties, Sections 9, 12, 13, 14, 15, 16, 17 and 18 in the Terms of Service shall survive the termination of the Terms of Service.

LAST REVISION: May 2017