TERMS AND CONDITIONS OF SERVICE

PLEASE READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF SERVICE ("TOS") BEFORE USING THIS WEB SITE OR ANY SERVICES OFFERED THROUGH THIS SITE. By continuing to access, link to, or use this site, or any service offered through this site, you signify YOUR ACCEPTANCE OF THE TOS. RPX Corporation d/b/a PriorSmart ("PriorSmart") reserves the right to amend, remove, or add to the TOS at any time. Such modifications shall be effective immediately. Accordingly, please continue to review the TOS whenever accessing, linking to, or using this site or any service offered through this site. Your access, link to, or use of the site, or any service offered through this site, after the posting of modifications to the TOS will constitute YOUR ACCEPTANCE OF THE TOS, as modified. If, at any time, you do not wish to accept the TOS, you may not access, link to, or use the site or any service offered through this site. Any terms and conditions proposed by you which are in addition to or which conflict with the TOS are expressly rejected by PriorSmart and shall be of no force or effect.

1. General Terms

 

1.1. User Consent to the TOS.

 

You represent that you have read and agree to be bound by the TOS.  The terms of the PriorSmart Privacy Policy are incorporated herein.

 

1.2. Intellectual Property.

 

This Web site and any service offered through this site, including but not limited to text, content, photographs, video, audio and graphics, goods, patent document monitoring services, and email services such as litigation alerts (the "Service"), is protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. The Service is also protected as a collective work or compilation under U.S. copyright and other laws and treaties. All individual articles, columns and other elements making up the Service are also copyrighted works. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service. You acknowledge that the Service has been developed, compiled, prepared, revised, selected, and arranged by PriorSmart and affiliates (collectively "PriorSmart") and others (including certain other information sources) through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitutes valuable intellectual property of PriorSmart and such others. You agree to protect the proprietary rights of PriorSmart and all others having rights in the Service during and after the term of this agreement and to comply with all reasonable written requests made by PriorSmart or its suppliers and licensors of content, equipment, or otherwise ("Suppliers") to protect their and others' contractual, statutory, and common law rights in the Service. You agree to notify PriorSmart in writing promptly upon becoming aware of any unauthorized access or use of the Service by any individual or entity or of any claim that the Service infringes upon any copyright, trademark, or other contractual, statutory, or common law rights. All present and future rights in and to trade secrets, patents, copyrights, trademarks, service marks, know-how, and other proprietary rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to the Service (the "Intellectual Property Rights") shall, as between you and PriorSmart, at all times be and remain the sole and exclusive property of PriorSmart. All present and future rights in and title to the Service (including the right to exploit the Service and any portions of the Service over any present or future technology) are reserved to PriorSmart for its exclusive use. Except as specifically permitted by the TOS, you may not copy or make any use of the Service or any portion thereof. Except as specifically permitted herein, you shall not use the Intellectual Property Rights or the Service, or the names of any individual participant in, or contributor to, the Service, or any variations or derivatives thereof, for any purpose, without PriorSmart's prior written approval.

 

1.3. Restrictions on Use.

 

YOU MAY NOT USE THE SERVICE FOR ANY ILLEGAL PURPOSE OR IN ANY MANNER INCONSISTENT WITH THE TOS. YOU AGREE TO USE THE SERVICE SOLELY FOR YOUR OWN NONCOMMERCIAL USE AND BENEFIT, AND NOT FOR RESALE OR OTHER TRANSFER OR DISPOSITION TO, OR USE BY OR FOR THE BENEFIT OF, ANY OTHER PERSON OR ENTITY. YOU AGREE NOT TO USE, TRANSFER, DISTRIBUTE, OR DISPOSE OF ANY INFORMATION CONTAINED IN THE SERVICE IN ANY MANNER THAT COULD COMPETE WITH THE BUSINESS OF PRIORSMART OR ANY OF ITS SUPPLIERS. YOU MAY NOT COPY, REPRODUCE, RECOMPILE, DECOMPILE, DISASSEMBLE, REVERSE ENGINEER, DISTRIBUTE, PUBLISH, DISPLAY, PERFORM, MODIFY, UPLOAD TO, CREATE DERIVATIVE WORKS FROM, TRANSMIT, OR IN ANY WAY EXPLOIT ANY PART OF THE SERVICE, EXCEPT THAT YOU MAY DOWNLOAD MATERIAL FROM THE SERVICE AND/OR MAKE ONE PRINT COPY FOR YOUR OWN PERSONAL, NONCOMMERCIAL USE, PROVIDED THAT YOU RETAIN ALL COPYRIGHT AND OTHER PROPRIETARY NOTICES. YOU MAY NOT RECIRCULATE, REDISTRIBUTE OR PUBLISH THE ANALYSIS AND PRESENTATION INCLUDED IN THE SERVICE WITHOUT PRIORSMART'S PRIOR WRITTEN CONSENT. MODIFICATION OF THE SERVICE'S CONTENT WOULD BE A VIOLATION OF THE COPYRIGHTS AND OTHER PROPRIETARY RIGHTS OF PRIORSMART. ADDITIONALLY, YOU MAY NOT OFFER ANY PART OF THE SERVICE FOR SALE OR DISTRIBUTE IT OVER ANY OTHER MEDIUM INCLUDING BUT NOT LIMITED TO OVER-THE-AIR TELEVISION OR RADIO BROADCAST, A COMPUTER NETWORK OR HYPERLINK FRAMING ON THE INTERNET WITHOUT THE PRIOR WRITTEN CONSENT OF PRIORSMART. THE SERVICE AND THE INFORMATION CONTAINED THEREIN MAY NOT BE USED TO CONSTRUCT A DATABASE OF ANY KIND. NOR MAY THE SERVICE BE STORED (IN ITS ENTIRETY OR IN ANY PART) IN DATABASES FOR ACCESS BY YOU OR ANY THIRD PARTY OR TO DISTRIBUTE ANY DATABASE SERVICES CONTAINING ALL OR PART OF THE SERVICE. YOU MAY NOT USE THE SERVICE IN ANY WAY TO IMPROVE THE QUALITY OF ANY DATA SOLD OR CONTRIBUTED BY YOU TO ANY THIRD PARTY. FURTHERMORE, YOU MAY NOT USE ANY OF THE TRADEMARKS, TRADE NAMES, SERVICE MARKS, COPYRIGHTS, OR LOGOS OF PRIORSMART IN ANY MANNER WHICH CREATES THE IMPRESSION THAT SUCH ITEMS BELONG TO OR ARE ASSOCIATED WITH YOU OR, EXCEPT AS OTHERWISE PROVIDED HEREIN, ARE USED WITH PRIORSMART'S CONSENT, AND YOU ACKNOWLEDGE THAT YOU HAVE NO OWNERSHIP RIGHTS IN AND TO ANY OF SUCH ITEMS. YOU WILL NOT USE THE SERVICE OR THE INFORMATION CONTAINED THEREIN IN UNSOLICITED MAILINGS OR SPAM MATERIAL. YOU WILL NOT USE ANY TRADEMARKS, TRADE NAMES, SERVICE MARKS, COPYRIGHTS, OR LOGOS OF PRIORSMART OR SEND UNSOLICITED MAILINGS TO ANY PERSON OR ENTITY USING THE SERVICE. YOU AGREE TO COMPLY WITH ANY OTHER APPLICABLE TERMS AND CONDITIONS OF SERVICE SET FORTH ON THE SERVICE.

 

1.4. License.

 

You acquire absolutely no rights or licenses in or to the Service and materials contained within the Service other than the limited right to utilize the Service in accordance with the TOS. Should you choose to download content from the Service, you must do so in accordance with the TOS. Such download is licensed to you by PriorSmart ONLY for your own personal, noncommercial use in accordance with the TOS and does not transfer any other rights to you.

 

1.5. Disclaimer and Limitation of Liability.

 

1.1.1. YOU AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND ACKNOWLEDGE THAT THE SERVICE AND ANYTHING CONTAINED WITHIN THE SERVICE, INCLUDING, BUT NOT LIMITED TO, CONTENT, SERVICES, GOODS, OR ADVERTISEMENTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND THAT PRIORSMART MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SERVICE, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE OR USE.  IN PARTICULAR, PRIORSMART DOES NOT REPRESENT OR WARRANT TO YOU THAT:

1.1.1.1. YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS

1.1.1.2. YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,

1.1.1.3. ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND

1.1.1.4. THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SERVICES WILL BE CORRECTED.

 

1.1.2. PriorSmart does not warrant that the Service is compatible with your equipment or that the Service, or e-mail sent by PriorSmart or its representative, is free of errors or viruses, worms or "Trojan horses," or any other harmful, invasive, or corrupted files, and is not liable for any damage you may suffer as a result of such destructive features. You agree that PriorSmart and its Suppliers, agents, directors, officers, employees, representatives, successors, and assigns shall have no responsibility or liability for: (i) any injury or damages, whether caused by the negligence of PriorSmart and their respective affiliates, Suppliers, agents, directors, officers, employees, representatives, general partner, subsidiaries, successors, and assigns, or otherwise arising in connection with the Service and shall not be liable for any lost profits, losses, punitive, incidental or consequential damages, or any claim against PriorSmart by any other party; or (ii) any fault, inaccuracy, omission, delay, or any other failure in the Service caused by your computer equipment or arising from your use of the Service on such equipment. The content of other Web sites, services, goods, or advertisements that may be linked to the PriorSmart is not maintained or controlled by PriorSmart. PriorSmart is therefore not responsible for the availability, content, or accuracy of other Web sites, services, or goods that may be linked to, or advertised on, the Service. PriorSmart does not: (a) make any warranty, express or implied, with respect to the use of the links provided on, or to, the Service; (b) guarantee the accuracy, completeness, usefulness or adequacy of any other Web sites, services, goods, or advertisements that may be linked to the Service; or (c) make any endorsement, express or implied, of any other Web sites, services, goods, or advertisements that may be linked to the Service. PriorSmart is also not responsible for the reliability or continued availability of the telephone lines, wireless services, communications media, and equipment you use to access the Service. You understand that PriorSmart and/or third-party contributors to the Service may choose at any time to inhibit or prohibit their content from being accessed under the TOS.

 

1.1.3. You acknowledge that: (i) the Service is provided for information purposes only and is not intended for any other purpose; (ii) the Service may include certain information taken from intellectual property data sources and other sources from around the world; (iii) PriorSmart does not guarantee the sequence, accuracy, completeness, or timeliness of the Service; (iv) the provision of certain parts of the Service is subject to the terms and conditions of other agreements to which PriorSmart is a party; (v) none of the information contained on this site constitutes a solicitation, offer, opinion, or recommendation by PriorSmart to take any action, or to provide legal, tax, accounting, or investment advice or services; and (vi) the information provided on this site is not intended for use by, or distribution to, any person or entity in any jurisdiction or country where such use or distribution would be contrary to law or regulation. Accordingly, anything to the contrary herein set forth notwithstanding, PriorSmart, its Suppliers, agents, directors, officers, employees, representatives, successors, and assigns shall not, directly or indirectly, be liable, in any way, to you or any other person for any: (a) inaccuracies or errors in or omissions from the Service including, but not limited to, patent, patent application, and litigation information; (b) delays, errors, or interruptions in the transmission or delivery of the Service; or (c) loss or damage arising therefrom or occasioned thereby, or by any reason of nonperformance.

 

1.1.4. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL PRIORSMART, ITS SUPPLIERS, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS, OR ASSIGNS BE LIABLE TO YOU FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES EVEN IF PRIORSMART HAS BEEN ADVISED SPECIFICALLY OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM USE OF OR INABILITY TO USE THE SERVICE OR ANY LINKS OR ITEMS ON THE SERVICE OR ANY PROVISION OF THE TOS, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL PRIORSMART'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING BUT NOT LIMITED TO, NEGLIGENCE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE.

 

1.6. Your Authority to Agree to this TOS.

 

You represent, warrant and covenant that: (i) you have the power and authority to enter into this agreement; and (ii) you are at least eighteen (18) years old.

 

 

1.7. Indemnification.

 

You agree, at your own expense, to indemnify, defend and hold harmless PriorSmart, its Suppliers, agents, directors, officers, employees, representatives, successors, and assigns from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys' and experts' fees, arising out of or in connection with the Service, or any links on the Service, including, but not limited to: (i) your use or someone using your computer's use of the Service; (ii) use by someone using your account; (iii) a violation of the TOS by you or anyone using your computer (or account, where applicable); (iv) a claim that any use of the Service by you or someone using your computer (or account, where applicable) infringes any intellectual property right of any third party, or any right of privacy or publicity, is libelous or defamatory, or otherwise results in injury or damage to any third party; (v) any deletions, additions, insertions or alterations to, or any unauthorized use of, the Service by you or someone using your computer (or account, where applicable); (vi) any misrepresentation or breach of representation or warranty made by you contained herein; or (vii) any breach of any covenant or agreement to be performed by you hereunder. You agree to pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by or in connection with or arising from any such claim, suit, action, or proceeding attributable to any such claim. PriorSmart reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with PriorSmart in asserting any available defense. You acknowledge and agree to pay PriorSmart's reasonable attorneys' fees incurred in connection with any and all lawsuits brought against you by PriorSmart under the TOS and any other terms and conditions of service on this site, including without limitation, lawsuits arising from your failure to indemnify PriorSmart pursuant to the TOS.

 

1.8. Termination.

 

(a) You may terminate the TOS, with or without cause and at any time, by discontinuing your use of the Service and destroying all materials obtained from the Service. (b) You agree that, without notice, PriorSmart may terminate the TOS, or suspend your access to the Service, with or without cause at any time and effective immediately. The TOS will terminate immediately without notice from PriorSmart if you, in PriorSmart's sole discretion, fail to comply with any provision of the TOS. (c) PriorSmart shall not be liable to you or any third party for the termination or suspension of the Service, or any claims related to the termination or suspension of the Service. Upon termination of the TOS by you or PriorSmart, you must discontinue your use of the Service and destroy promptly all materials obtained from the Service and any copies thereof.

 

1.9. Governing Law.

 

The TOS shall be governed and construed in accordance with the laws of the United States and the State of New York, without giving effect to conflicts-of-law principles thereof.

 

1.10. Miscellaneous.

 

You accept that PriorSmart has the right to change the content or technical specifications of any aspect of the Service at any time in PriorSmart's sole discretion. You further accept that such changes may result in your being unable to access the Service. The failure of PriorSmart to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. Sections 1.2 through 1.7, 1.8(c), and 1.9 through 1.13 shall survive any termination of the TOS.

 

1.11. Headings.

 

The section titles in the TOS are used solely for the convenience of you and PriorSmart and have no legal or contractual significance.

 

1.12. Severability.

 

If any provision of the TOS is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of the TOS will remain in force.

 

1.13. Entire Agreement.

 

The TOS (including, without limitation, the PriorSmart Privacy Policy incorporated herein) and any other terms and conditions of service on this site, and its successor, constitute the entire agreement between you and PriorSmart and govern your use of the Service.

 

2. Linking and Framing Terms and Conditions

 

YOU MAY NOT LINK TO OR FRAME THIS WEB SITE, OR ANY PORTION THEREOF, EXCEPT AS PROVIDED HEREIN.

 

2.1. Intellectual Property.

 

Upon linking to this Web site pursuant to the TOS, you will be granted a non-exclusive, non-transferable, royalty-free sub-license to use the PRIORSMART logo solely for providing an underlined, textual link from your Web site to PriorSmart.com and subdomains thereof. No other use of PriorSmart names or logos is permitted without express written permission from PriorSmart.

 

2.2. Restrictions on Linking to this Web Site.

 

Without limiting other provisions contained in our TOS, you may include a link(s) on your Web site to PriorSmart.com's (or subdomains thereof) publicly accessible Web pages (i.e., any Web page which does not require a login and password and/or restrict access). You may not link to PriorSmart.com or subdomains thereof any site containing an inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information that violates any applicable intellectual property, proprietary, privacy or publicity rights.

 

2.3. Restrictions on Framing Activities.

 

PriorSmart is concerned about the integrity of this Web site when it is accessed in a manner solely determined by third parties or viewed in a setting solely created by third parties. Specifically, PriorSmart is concerned with activities such as bringing up or presenting content of this Web site within another Web site ("framing"). In this regard, without limiting the provisions contained in our TOS, you may not frame any Web page from PriorSmart.com or subdomains thereof, except with our express written permission. Further, you may not archive, cache, or mirror any PriorSmart.com or subdomains thereof Web page or portions of a Web page. If you would like to use, reprint, frame, or redistribute any PriorSmart.com or subdomains thereof content other than as permitted herein, you must request permission from PriorSmart by writing to legal@priorsmart.com. Please include: (a) your name, e-mail address, and telephone number; (b) the name of your company; (c) the Web site address(es) where the proposed use will occur; and (d) specific details about the contemplated linking or framing activities, including the content or Web page(s) of this Web site which you would like to use.