Terms of Service
Effective February 1, 2023.
This IP Prism Terms of Service (this "Terms of Service" or "Agreement") govern the use of the mobile and Internet-based Platform provided by IP Prism, LLC, a Maryland limited liability company ("IP Prism," "we" or "us") at and through the website ipprism.com (the “Platform”). This Terms of Service includes and incorporates all contracts, exhibits, or policies referenced herein.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN IP PRISM AND YOU, WHICH GOVERNS YOUR USE OF THE PLATFORM. YOUR USE OF THE PLATFORM CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT TO ALL OF THE TERMS AND CONDITIONS IN THESE TERMS OF SERVICE AND YOUR REPRESENTATION THAT YOU ARE AN INDIVIDUAL WHO CAN FORM LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, THE PLATFORM IS NOT AVAILABLE TO CHILDREN (PERSONS UNDER THE AGE OF 18) OR USERS WHO HAVE HAD THEIR USER ACCOUNT TEMPORARILY OR PERMANENTLY DEACTIVATED. BY BECOMING A USER, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD AND THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO ENTER INTO AND ABIDE BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU OBJECT TO ANYTHING IN THESE TERMS OF SERVICE, YOU ARE NOT PERMITTED TO USE THE PLATFORM.
The Platform provides an online marketplace that connects patent holders (“Seller” or “you”) seeking to sell or license their patent applications, abandoned applications, expired patents, issued patents, reissued patents, etc. (“Patent Right(s)”) to potential buyers (“Buyer” or “you”). As additional functionality, for each Patent Right identified by the Seller, the Platform may output a score that corresponds to a predicted likelihood that one or more entities would pay a given maintenance fee. Seller and Buyer are both users of the Platform and are referred to collectively as "Users".
IP Prism provides a Platform for Sellers and Buyers to connect and serves only as a medium to facilitate the sale of Patent Rights (ownership of one or more issued patents, one or more pending patent applications, one or more expired patents, one or more abandoned patent applications, and/or one or more reissued patents). Seller and Buyer contract independently for the sale of the Patent Rights through the Patent Sale Contract and Patent Assignment Agreement offered via the Platform at the time of purchase. Buyer is solely responsible for selecting the Seller and purchasing the Patent Rights. Seller is solely responsible for selling the Patent Rights and approving a Buyer. Any decision by a Buyer or Seller is a decision made in such entity's sole discretion.
IP Prism does not have control over the quality, suitability, reliability, timing, durability, legality, failure to provide, or any other aspect whatsoever of any Patent Rights provided by Seller nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Seller or Buyer. IP Prism makes no representations or warranties whatsoever with respect to Patent Rights provided by Seller or requested by Buyer through use of the Platform. IP Prism does not routinely screen Users, inquire into the background of Users, or attempt to verify information provided by any User. IP Prism does not verify or confirm that any User is who they claim to be, or is accurately representing themselves, and does not verify or confirm any representations with respect to the Patent Rights provided on the Platform. IP Prism does not assume any responsibility for the accuracy or reliability of this information or any information provided on or through the Platform.
Buyer acknowledges and agrees that the Seller and not IP Prism is solely responsible for providing the Patent Rights and any information or warranties related thereto. IP Prism is not a party to the Patent Sale Contract or the Patent Assignment concluded between Users through the Platform. IP Prism is not liable for any direct, indirect, consequential or inconsequential loss or damage that results from any business transactions made between the Users. The Users are entitled to enter into additional agreements governing their contracts, provided that (i) the agreed terms shall not expand or amend these Terms of Service and, (ii) if there is a conflict between the terms of a contract and these Terms of Service, then these Terms of Service shall prevail.
Seller’s Patent Rights
In order to operate the Platform, IP Prism needs to make certain use of the Patent Rights information provided by Seller through the Platform. Therefore, by identifying, posting, uploading, or submitting Patent Rights to IP Prism, Seller represents that you have full authorization to do so. Seller also hereby grants IP Prism a non-exclusive, non-sub-licensable, royalty-free, worldwide license to post the Patent Rights on the Platform. This license exists only for as long as Seller elects to continue to include such Patent Rights on the Platform and will terminate at the time such Patent Rights is removed from the Platform by you or by IP Prism. IP Prism reserves the right to remove any Patent Rights from the Platform, at its sole discretion.
In order to post Patent Rights to the Platform, Seller warrants and represents to IP Prism that: (1) there is no encumbrance on the Patent Rights, unless disclosed to IP Prism via the Platform; (2) all assignments of the Patent Rights have been recorded with the patent office of the corresponding jurisdiction; (3) each Listing includes at least one issued and non-expired US patent; (4) the Patent Rights information (including the status for each of any other patent or patent application being offered on the Platform and any representation that an entire patent family is included in a Listing) is current and accurate; and (5) if a status any patent or patent application being offered in a Listing changes while the Listing is for sale, the status will be updated.
IP Prism has designated Stripe Connect (the “Payment-Transaction Entity”) as a third-party payment processor to manage collection of a purchase price from each Buyer; payment of transaction cost(s) to IP Prism; and payment of the purchase price – less the transaction cost(s) and any processing fee charged by the Payment-Transaction Entity – to the corresponding Seller. The purchase price will be equal to the listing price, as the Seller is responsible for the transaction cost(s) and any processing fee. The Payment-Transaction Entity further manages collection of any insertion fee from the Seller. Irrespective of the user of the Payment-Transaction Entity and the use of the Platform, the contract for sale underlying the purchase of the Patent rights is directly concluded between the Seller and the Buyer.
To use managed payments, and to continue to list and sell on the Platform, you must:
· Provide the Payment-Transaction Entity payments entity with information about you and/or your business to meet its compliance requirements, including those involving identity verification, anti-money laundering controls, and sanctions screening as required by applicable laws and policies;
· Pass such verification and screening and otherwise meet the compliance requirements of the Payment-Transaction Entity, as determined by the Payment-Transaction Entity; and
· Provide bank account information for a U.S.-based checking account so that the Payment-Transaction Entity can link such checking account to your Ip Prism account, allowing the payments entity to collect payment or pay you.
· The Payment-Transaction Entity may obtain information about you from third parties to verify your identity, comply with anti-money laundering and sanctions screening obligations, and for other purposes in connection with managed payments;
· The Payment-Transaction Entity may use third-party payments service providers to assist it in providing managed payments services, including companies that process payments, perform risk assessments (such as credit agencies) or compliance checks, verify identity, and validate payment methods.
· Payment-Transaction Entity may, in its sole discretion, manage payments on your behalf even if you haven't provided all requested information, and the payments entity may withhold payouts pending receipt of such information.
Insertion Fees and Setting of Listing Price
IP Prism may charge the Seller an insertion fee. Whether an insertion fee is charged and the amount of the insertion fee may depend on a listing price set by the Seller or an extent to which the listing price exceeds a default price identified by IP Prism. The default listing price is calculated based on the quantity of matters and the statuses of the matters included in the listing and an estimated time until any patents in the listing will expire. While IP Prism identifies a default listing price, the final listing price will be set by the Seller.
The Fees Page on the Platform further defines the insertion fees. Upon authorizing such payment, the Payment-Transaction Entity will immediately charge the amount to the Seller’s ACH, credit card, debit card, Google Pay, Apple Pay, Square Up, PayPal, or any other payment method chosen by the Seller.
The insertion fees are monthly fees. The Seller will pay a first insertion fee upon submitting a request for creation of a listing by using the Payment-Transaction Entity. The Seller will also authorize subsequent monthly payments to be provided to IP Prism so long as the listing has not expired or been taken off of the Platform by the Seller or IP Prism. The Payment-Transaction Entity may charge a processing fee, which will be deducted from the insertion fee prior to paying the insertion fee to IP Prism.
Buyer’s Payment for Patent Rights
A Buyer will pay for the Patent Rights selected by that Buyer using the Payment-Transaction Entity. Upon authorizing such payment, the Payment-Transaction Entity will immediately charge the amount to the Buyer’s ACH, credit card, debit card, Google Pay, Apple Pay, Square Up, PayPal, or any other payment method chosen by the Buyer. Should the Buyer’s payment method be rejected or payment cancelled for any reason whatsoever, the Patent Rights offer from the Seller shall not be reserved and will automatically expire. Buyers agree that any amounts charged for the Patent Rights are mandatory and due and payable immediately. Patent Rights fees are set by Sellers (by defining a listing price) and are set forth on the webpage of the respective Seller on the Platform.
Except for our direct processing errors, IP Prism shall not provide any refunds or credits. All sales on IP Prism are final. IP Prism only facilitates the payment transaction per these Terms of Service between Users, and IP Prism is not responsible for mediating any resulting disputes. All Buyer and Seller disputes should be resolved through the Patent Sale Contract or the Patent Assignment concluded between Users.
We will use reasonable attempts to fix processing errors. Your failure to notify IP Prism of a processing error within thirty (30) days of when it first appears on your electronic transaction history shall be deemed a waiver of any right to amounts owed to you.
IP Prism is not responsible for any fees or charges assessed by the Payment-Transaction Entity or any errors in the processing of payments by third parties, including any errors that result from third-party negligence, improper transmission of payment information, your mistaken submission of payment information, or your submission of erroneous payment information.
By providing any payment information through the Platform, you represent, warrant, and covenant that: (1) you are legally authorized to provide such information to us; (2) you are legally authorized to perform payments from the debit or credit card account(s); and (3) such action does not violate the terms and conditions applicable to your use of such payment method account(s) or applicable law.
Buyer’s Offer for Patent Rights
An offer for Patent Rights will be deemed to have been made when a Buyer has:
· Provided the Purchase Price to Payment-Transaction Entity;
· Submitted to IP Prism an electronically signed version of the Patent Sales Agreement (available for inspection here) executed by the Buyer; and
· Submitted to IP Prism an electronically signed version the Patent Assignment (available for inspection here) executed by the Buyer.
Seller’s Acceptance of Offer from Buyer and Time Limits on Seller Accepting
An offer for Patent Rights will be deemed to have been accepted by a Seller when the Seller has:
· Submitted to IP Prism an electronically signed version of the Patent Sales Agreement (available for inspection here) executed by the Seller; and
· Submitted to IP Prism an electronically signed version the Patent Assignment (available for inspection here) executed by the Seller.
Buyer’s offer to purchase the Patent Rights will expire at midnight Eastern Time, 7 days after the Offer has been made. If the offer has not been accepted by that time on that date, the offer will be deemed to be revoked, and the Purchase Price will be refunded to the Buyer.
Payouts to Seller
When a Buyer pays for the Patent Rights via the Payment-Transaction Entity, the Payment-Transaction Entity will automatically initiate a payout of proceeds received from Buyer to the Seller’s valid, linked bank account, after payment of the service charge to IP Prism for the amounts indicated on the Fees Page on the Platform. Payment-Transaction Entity will also charge a fee for each payment processed, which will also be deducted from the proceeds before the payout to the Seller. IP Prism and the Payment-Transaction Entity fees may change any time, without notice.
You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason for your use of the Platform. You also are solely responsible for collecting, withholding, reporting, and remitting correct taxes to the appropriate tax authority. IP Prism shall report payments made to governmental entities as required by law.
IP Prism Accounts
By creating an account on the Platform (an "Account"), Users are granted a limited, personal, non-transferable, non-sub licensable, non-exclusive, and revocable right to use the Platform subject to the restrictions set forth in these Terms of Service. In registering for an Account, you agree to provide true, accurate, current and complete information about yourself and the Patent Rights ("Registration Data"). You further agree that, in providing such Registration Data, you will not knowingly omit or misrepresent any material facts or information and that you will promptly enter corrected or updated Registration Data via the Platform, or otherwise advise us promptly in writing of any changes or updates to your Registration Data. We reserve the right to suspend or terminate the Account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.
You agree to maintain your Account solely for your own use. You agree that you will not allow another person to use your Account to access or use the Platform under any circumstances. You are solely and entirely responsible for maintaining the confidentiality of your Account credentials and for any charges, damages, liabilities or losses incurred as a result of your failure to do so. We are not liable for any harm caused by or related to the theft of your Account credentials, your disclosure of your Account credentials, or your authorization to allow another person to access or use the Platform using your Account credentials. Further, you are solely and entirely responsible for any and all activities that occur under your Account, including any charges incurred relating to the Platform. You agree to immediately notify us of any unauthorized use of your Account or any other breach of security known to you. You acknowledge that the complete privacy of your data and messages transmitted while using the Platform cannot be guaranteed.
We reserve the right but are not under obligation to verify your Account. You agree to supply to us the requested information to keep your Account active. We reserve the right to temporarily suspend your Account during the verification process and terminate the Account if the verification fails.
Termination of Account
IP Prism reserves the right, in its sole discretion, to terminate your Account if you violate these Terms of Service or for any reason or no reason at any time. We may also suspend your access to your Account and the Platform if you: (i) have violated the terms of this Agreement, any other agreement you have with IP Prism, IP Prism' policies, or any applicable laws, (ii) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in dishonest, fraudulent or illegal conduct, or (iii) use of abusive or insulting language.
If your Account is terminated or suspended for any reason or no reason, you agree: (i) to continue to be bound by this Agreement, (ii) to immediately stop using the Platform, (iii) that the license provided under this Agreement shall end immediately, (iv) that we reserve the right (but have no obligation) to delete all of your information and Account data stored on our servers, and (v) that IP Prism shall not be liable to you or any third party for termination or suspension of access to the Platform or for deletion of your information or Account data.
IP Prism will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Platform, or in connection with any termination or suspension of the Platform. Any termination of this Agreement does not relieve you of any obligations to pay any refunds, charges, cancelations fees or other fees or costs accrued prior to the termination and any other amounts owed under this Agreement.
IP Prism is not liable for any losses relating to fraudulent charges, or other actions by any User that are deceptive, fraudulent or otherwise invalid ("Fraudulent Actions"). By using the Platform, you hereby release IP Prism from any liability arising from Fraudulent Actions. You will also use best efforts to promptly notify IP Prism of any Fraudulent Actions, which may affect the Platform. IP Prism reserves the right, in its sole discretion, to terminate the Account of any User that engages in, or enables any other User to engage in, Fraudulent Actions.
Changes to the Platform
We may change, modify, suspend, or discontinue all or any part of the Platform at any time, with or without reason. You acknowledge that the operation of the Platform may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and IP Prism shall not be responsible to you or others for any such interruptions, errors or problems or an outright discontinuance of the Platform. IP Prism has no obligation to maintain or update the Platform or to continue producing or releasing new versions of the Platform.
Your Use of the Platform
You agree not to violate any law, statute, ordinance or regulation, rent, lease, lend, sell, redistribute, license or sublicense any materials from the Platform.
You must not collect or attempt to collect personal data, or any other kind of information about other Users, including without limitation, through spidering or any form of scraping.
You must not violate, circumvent or attempt to violate or circumvent any data security measures employed by IP Prism; access or attempt to access data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorized to access; attempt to scan or test the vulnerability of IP Prism’ servers, system or network or attempt to breach IP Prism’ data security or authentication procedures; attempt to interfere with the Platform by any means including, without limitation, hacking servers or systems, submitting a virus, overloading, mail-bombing or crashing.
Without limitation to any other rights or remedies of IP Prism under these Terms of Service, IP Prism reserves the right to investigate any situation that appears to involve any of the above, and may report such matters to, and cooperate with, appropriate law enforcement authorities in prosecuting any users who have participated in any such violations.
The Platform contains content and technology of IP Prism that is protected by copyright, trademark, patent, trade secret and other laws. IP Prism owns intellectual property rights to any protectable part of the Platform, including but not limited to the design, artwork, logos, functionality, and documentation (collectively, the “Property”). You may not copy, modify, or reverse engineer any part of the Platform or the Property.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. IP PRISM AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS 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.
IP PRISM MAKES NO WARRANTY THAT (I) THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) THAT YOUR ACCESS TO OR USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) THAT ANY DEFECTS IN THE PLATFORM WILL BE CORRECTED, OR (IV) THAT THE PLATFORM OR ANY SERVER THROUGH WHICH YOU ACCESS THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
IP PRISM MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY, SUITABILITY, RELIABILITY, TIMING, DURABILITY, LEGALITY, OR ANY OTHER ASPECT OF PATENT RIGHTS OFFERED OR PROVIDED BY SELLER OR REQUESTED BY BUYER THROUGH USE OF THE PLATFORM.
Limitation of Liability and Release
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL IP PRISM OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR BODILY INJURY OR EMOTIONAL DISTRESS AND DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF IP PRISM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE PLATFORM; (II) PATENT RIGHTS FACILITATED VIA THE PLATFORM OR ANY INTERACTIONS BETWEEN USERS, INCLUDING, WITHOUT LIMITATION, ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER, OR ANY DISPUTE WITH ANY USER; OR (III) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF THE PLATFORM OR YOUR DATA OR TRANSMISSIONS.
You agree to defend, indemnify and hold harmless IP Prism and its affiliates, officers, directors, employees, agents, partners and licensors from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including but not limited to attorney's fees) arising from or relating to: (i) your use of and access to the Platform; (ii) Patent Rights facilitated through the Platform or any interaction between you and another User; (iii) your violation of any term of these Terms of Service; (iv) your violation of any rights of a third party, including without limitation any copyright, intellectual property, trade secret or privacy right; or (v) any third-party claims or damages relating to death, personal injury or emotional distress arising from or related to use of the Platform or Patent Rights. The defence and indemnification obligations will survive the termination of this Agreement and your use of the Platform.
These Terms of Service constitute the entire agreement between you and IP Prism concerning the subject matter herein and the use of the Platform and supersede any and all previous agreements, written or oral, between you and IP Prism, including previous versions of these Terms of Service.
IP Prism reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement or delete any of these Terms of Service and all referenced contracts or policies. If any future changes to these Terms of Service are unacceptable to you or cause you to no longer be in compliance with these Terms of Service, you must terminate and immediately stop using the Platform. Your continued use of the Platform following any revision to these Terms of Service constitutes your complete and irrevocable acceptance of any and all such changes.
IP Prism may assign these Terms of Service or any other agreement with you in whole or part at any time without your approval.
These Terms of Service and the relationship between you and IP Prism shall be governed by the laws of the State of Florida, without regard to its conflict of law provisions. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
Any failure of IP Prism to enforce or exercise a right provided in these Terms of Service is not a waiver of that right. Should any provision of these Terms of Service be found invalid or unenforceable, the remaining terms shall still apply.