These Terms of Service (these “Terms”) are a legal agreement between you (“Customer”) and SenseIP, a Delaware corporation with its principal place of business at 66 Mackay Dr. Tenafly, New Jersey 07670 (“SenseIP”), and govern Customer’s use of SenseIP’s proprietary cloud-based IP intelligence and management software and services platform (the “Services”). By using the Services, Customer agrees to be bound by these Terms. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “Customer” will refer to that entity.
- SERVICES
- Services. Subject to Customer’s compliance with these Terms, (a) SenseIP will make the Services available to Customer during the Term (as defined below), and (b) SenseIP hereby grants to Customer a limited, nonexclusive, nontransferable, revocable license to use the Services during the Term; in both (a) and (b) solely for Customer’s internal business purposes.
- Authorized Users. Only Customer’s employees who are authorized by Customer to use the Beta Services (each, an “Authorized User”) may access and use the Services under Customer’s account. Customer is responsible for all actions of its Authorized Users in connection with the Services and their compliance with these Terms.
- Restrictions. Customer acknowledges that the Services contain trade secrets of SenseIP and its licensors, and, in order to protect such trade secrets and other interests that SenseIP and its licensors may have in the Services, Customer agrees not to reverse engineer, decompile or disassemble the Services or authorize a third party to do any of the foregoing. In addition, Customer will not and will not allow its Authorized Users or any third party to: (i) copy, modify, distribute, sell, sublicense or otherwise transfer the Services; (ii) make the functionality of the Services available to third-parties through any means; (iii) use the Services, or any SenseIP’s Confidential Information, to create, improve (directly or indirectly) or offer a substantially similar product or service, or build a competitive product; or (iv) repackage, redistribute, or sell the Services as an OEM product.
- Grant of License by Customer in Customer Data. Customer hereby grants to SenseIP, during the Term, a worldwide, non-exclusive, royalty-free license to use, copy, reproduce, display and perform the Customer Data (as defined below), solely for the purpose of providing the Services to Customer or otherwise improving the Services. “Customer Data” means all information, data and content, in any form or medium, that is submitted by Customer or its Authorized Users into the Services. SenseIP may use Customer Data to demonstrate the Services to the third parties during and after the Term (including in marketing materials), provided that any such use (a) shall be previously approved by Customer in writing, and (b) shall not identify the Customer as the source of the Customer Data, unless otherwise agreed upon by the parties in writing.
- FEEDBACK. All feedback, comments, and suggestions for improvements that Customer provides to SenseIP hereunder, are referred to collectively as “Customer Feedback”. If Customer chooses to submit Customer Feedback, Customer agrees that SenseIP is free to use it without any restriction or compensation to Customer.
- OWNERSHIP
- Services. As between the parties, SenseIP is the sole owner of all rights, title and interest in and to the Services. Customer will not earn or acquire any rights or licenses in the Services, except as provided in Section 1.1 or in any SenseIP’s Intellectual Property Rights (as defined below) on account of these Terms. For purposes of these Terms, “Intellectual Property Rights” means worldwide patent rights, including patent applications and disclosures, copyright rights, trade secret rights, and other intellectual property rights recognized in any jurisdiction in the world.
- Customer Data. As between the parties, Customer exclusively owns all right, title and interest in and to the Customer Data, and SenseIP will not earn or acquire any rights in the Customer Data (except as provided in Sections 1.4) on account of these Terms. Customer represents and warrants to SenseIP that Customer has the necessary rights to submit all Customer Data submitted to SenseIP under these Terms.
- CONFIDENTIAL INFORMATION some text
- Definition. “Confidential Information” means: (a) the Services, and any features, results or output produced by, and other information relating to, the Beta Services, which is the Confidential Information of SenseIP; (b) Customer Data, which is the Confidential Information of Customer; and (c) any business or technical information of SenseIP or Customer, including, but not limited to, any information relating to product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how that is designated by the disclosing party as “confidential” or “proprietary” or otherwise should be reasonably deemed confidential, and, if orally disclosed, is reduced to writing by the disclosing party within thirty (30) days of such disclosure.
- Restrictions. Neither party will use or disclose any Confidential Information of the other party, except to exercise its rights and perform its obligations under these Terms and each party will use all reasonable efforts to protect Confidential Information of the other party from unauthorized use or disclosure, but in no event less than the efforts that it ordinarily uses with respect to its own proprietary information of a similar nature and importance. Each party may disclose Confidential Information only to those of its employees who have a bona fide need to know such Confidential Information for the performance of these Terms; provided, that each such employee first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in these Terms. To the extent there is a breach of Confidential Information or Intellectual Property Rights, each party may seek injunctive relief in any court of competent jurisdiction without the posting of a bond or other similar requirement.
- Data Protection. From time to time, SenseIP may use artificial intelligence (“AI”), machine learning or other similar technologies, or “AI Systems,” to provide the Services to Customer. At all times, SenseIP warrants that any Customer Data provided by Customer to SenseIP will be used by SenseIP solely to provide the Services to Customer, and will not be used by SenseIP to develop, test, train, or enhance any of SenseIP AI Systems, and such Customer Data will remain confidential pursuant to SenseIP’s obligations as set forth in Section 4.2. Any Customer Data provided to SenseIP will not be disclosed to third parties under any circumstances and for any other purposes, other than to provide the Services, but never to develop, test, train or enhance third party AI Systems.
- Exclusions. The obligations in Section 4.2 will not apply to the extent any information: (a) is or becomes generally known to the public through no fault or breach of these Terms by the receiving party; (b) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the receiving party without access to or use of any Confidential Information that can be evidenced in writing; or (d) is rightfully obtained by the receiving party from a third party without restriction on use or disclosure. In addition, the receiving party may disclose such Confidential Information of the disclosing party that it is required to disclose pursuant to a court order or other judicial process provided, the receiving party shall first give the disclosing party prompt notice and only disclose the minimum amount of information required.
- DISCLAIMERS
- Customer acknowledges that the Services are being provided on an “AS IS” basis. SENSEIP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. FURTHER, SENSEIP DOES NOT WARRANT OR GUARANTEE: (I) ANY RESULTS FROM THE USE OF SERVICES, OR (II) THAT THE SERVICES WILL MEET CUSTOMER’S EXPECTATIONS. THE SERVICES ARE NOT A SUBSTITUTE FOR CUSTOMER OBTAINING ITS OWN LEGAL ADVICE. SENSEIP DOES NOT PROVIDE LEGAL ADVICE OR ANY LEGAL SERVICES IN CONNECTION WITH THESE TERMS WHATSOEVER.
- LIMITATION ON LIABILITY
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER SENSEIP NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SENSEIP OR ITS SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SENSEIP’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS CUSTOMER HAS PAID OR ARE PAYABLE BY CUSTOMER TO SENSEIP FOR USE OF THE SERVICES OR FIVE HUNDRED DOLLARS ($500), IF CUSTOMER HAS NOT HAD ANY PAYMENT OBLIGATIONS TO SENSEIP, AS APPLICABLE. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SENSEIP AND CUSTOMER.
- TERM AND TERMINATION
- Term. These Terms commence on the date Customer first uses the Services and, unless earlier terminated as provided in Section 7.2, will continue in effect for a period of three (3) months (“ Term”). SenseIP and Customer may extend the Term upon mutual written agreement.
- Termination. Either party may terminate these Terms at any time, with or without cause, upon ten (10) days’ written notice to the other party. Either party may terminate these Terms immediately upon written notice to the other party in the event that the other party breaches Section 4. SenseIP may further terminate these Terms immediately upon written notice to Customer in the event that (i) SenseIP discontinues the Services; or (ii) Customer infringes or otherwise violates SenseIP’s Intellectual Property Rights.
- Effect of Termination. Upon any termination or expiration of these Terms, the rights and licenses granted to Customer under these Terms will automatically terminate.
- Survival. The provisions of Sections 1.4, 3, 4, 5, 6, 7.3, 7.4 and 8 will survive any termination or expiration of these Terms.
- GENERAL PROVISIONS
- Customer may not assign these Terms, in whole or in part, by operation of law or otherwise, without the prior written consent of SenseIP. Any attempted assignment without such consent will be null and of no effect. SenseIP may freely assign these Terms. These Terms will be governed by and construed in accordance with the laws of the State of New Jersey, USA (excluding its body of law controlling conflicts of law). The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under These Terms will be brought exclusively in the federal or state courts located in the State of New Jersey, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, such provision will be construed so as to be enforceable to the maximum extent permissible by law, and the remaining provisions of these Terms will remain in full force and effect. The waiver of any breach or default will not constitute a waiver of any other right hereunder or of any subsequent breach or default. All notices required or permitted under these Terms will be in writing and delivered in person, by email with confirmation of transmission, by overnight delivery service, or by registered or certified mail, postage prepaid with return receipt requested, and in each instance will be deemed given upon receipt. All communications will be sent (i) if to SenseIP, to the addresses set forth above or [support@sybarip.com], and (ii) if to Customer, to the address and email associated with Customer’s Services account; or to such other address as may be specified by either party to the other in accordance with this Section. These Terms constitute the entire and exclusive agreement between Customer and SenseIP pertaining to the subject matter hereof, and supersede any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter. These Terms may only be modified, or any rights under it waived, by written agreement of the parties.