Terms of Service.


1. Terms. By accessing or using any information Vibrant IP, LLC or its affiliates, directors, officers, owners, agents, lawyers, accountants, consultants, and employees (collectively and on behalf of our customers, referred to as “we”, “us”, or “our” in these Terms of Service) provide(s) you (whether through this website, email, video conference, phone call, in writing, orally, in person or through any other medium and whether directly or indirectly through any other third party service or server), or by using our services, you are agreeing to be bound by these terms of service and comply with all laws, rules and regulations that apply to you. If you do not agree with any of these terms, you are prohibited from accessing or using the information or services. You agree that this information and our services are protected by applicable copyright and trademark law, are proprietary to us or our customers, and if not disclosed publicly remain our confidential information. The terms “you” and “your” in these terms of service mean you, the owner(s) of your patents, any entity owned or controlled by you at least in part, and any other individuals or entities working with you. You agree that all such parties are jointly and severally bound by these terms of service.

2. Use License. Permission is granted to you to temporarily download one copy of the materials (patent family and/or portfolio listing details and associated documents, patent numbers, owner names and identities, information or software) we provide for the sole purpose and limited use of considering in good faith to enter into a patent transaction through us. This is the grant of a materials access license, not a transfer of title, and under this license you may not: modify or copy the materials except as expressly authorized by us in writing in each specific instance; use the materials for any commercial purpose other than the sole purpose and limited use set forth above; attempt to decompile or reverse engineer any materials or information you obtain from us or our customers; use any information obtained from us or our customers to compete directly or indirectly against us or to contact any buyer, seller or customer of Vibrant IP; remove any copyright or other proprietary notations from the materials; transfer the materials to another person or “mirror” the materials on any other server; or make, use, sell, offer for sale, or import any products or services covered by the underlying patented rights relating to the materials. This license shall automatically terminate if you violate any of these restrictions and may be terminated by us at any time. Upon our terminating your viewing of these materials or upon our termination of this license, you agree to destroy any downloaded materials in your possession whether in electronic or printed format.

3. Services. We provide patent marketing and negotiation services, examples of which are described for you on our website prior to ordering our services. If you retain us to provide the services, you agree that (unless expressly communicated in writing by you to us at the outset of our providing the services for you) your Patents includes all patents, patent applications, or patentable subject matter owned or controlled or held by you or any entity under your direction or control, including, without limitation, all United States patents or applications together with all related issued, pending, expired and abandoned United States and foreign patents, trademarks, copyrights, trade secrets, contracts, legal claims, causes for action, unpaid royalties, compulsory license rights, domain names, website content, software, code, know-how, confidential information, prototypes, products, videos, files, materials, data, results, notebooks, and intellectual property. During the term of our services to you, you agree that we shall have the exclusive right to (directly or indirectly, by us or our affiliates) market, facilitate, and negotiate all offers and terms for the sale, license, settlement, or other transfer or enforcement (“Transaction(s)”) of your patents. All Transactions for your Patents are subject to your advanced written approval. All Transactions will give rise to obligations and duties for you and not us, you will solely look to the other transacting parties and not to us for the fulfillment of all their obligations and duties such as payments of fees or royalties, and we will not be responsible for the collection, payment or reporting of any taxes except as required by law for our own net income. During the term we provide services to you, neither you nor your counsel nor agents will sell, license, or otherwise transfer or encumber your Patents other than through us (or with our prior approval), nor will you permit any Patents to lapse or go abandoned except as agreed between you and us in writing during the term of the services. You grant us the right to work, share all information we deem necessary or helpful, and share commissions or fees with others including affiliate brokers (e.g., buyers’ agents, etc.) in connection with the services. We are neither a law firm, an accountancy, nor a tax advisory firm, and we do not provide such services. We reserve the right to terminate this agreement at any time upon notice to you at which time your monthly fee payment obligation below will terminate.

4. Your Representations. Except as expressly noted by you when you first place an order for our services, you represent, warrant and covenant to us that you are the sole owner and/or exclusive licensee of all of the Patents and have clear and valid title, or other applicable rights, title, and interests in and to all of the Patents; there are no transactions, conveyances, inter partes review proceedings, adjudications, judgements, liens or encumbrances relating to any rights, title, and interests in and to the Patents that occurred before the commencement of the services and no such transactions, conveyances, inter partes review proceedings, adjudications, judgements, liens or encumbrances will occur during the term of the services except through us; and that all conveyances of legal instruments with the Patents and all transactions have been and will be duly authorized by all applicable constituents and do not violate any law, rule, regulation, judgment, decree, contract, instrument, or third party right.

5. Fees for Services. Upon placing your order for our services, you agree to pay a monthly non-refundable fee earned upon receipt by us and paid by you throughout the term of the services. You also agree to pay us our standard commission identified at the time you place your order for a percentage of all amounts paid and actually collected by you during or at any time after the term of our services under all Transactions closed during the term of our services or twelve months later. We will reduce the amounts we are paid under our commissions by the amount of the monthly fees you paid us. We hold the sole and exclusive right to receive all payments directly from all parties who enter a Transaction and to deduct our commission and any applicable withholding or other taxes, tariffs, or bank or wire transfer fees from such payments simultaneous with our transfer of the remainder to you.

6. Disclaimers. The information, services, and links on our website are provided “as is”. The information we provide about our services is aspirational and not guaranteed. We make no warranties, expressed or implied, and hereby disclaim and negate all warranties, including without limitation, implied warranties or conditions of merchantability, timeliness, accuracy, completeness, reliability, suitability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, we do not warrant or make any representations concerning the accuracy, completeness, likely results, or reliability of the use of the information or services or otherwise relating to such information, services, or on any sites linked to by us or whether any such materials are correct. WE EXPRESSLY DISCLAIM ALL PERFORMANCE AND RESULTS. VIBRANT IP’S AND ITS TEAM MEMBERS’ PAST SUCCESSES ARE NO WARRANTY OR GUARANTY OF FUTURE SUCCESS WITH YOU, ANY OTHER PATENT OWNER, OR OTHER TRANSACTING PARTY. WE SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR ANY TRANSACTION, ANY UNFITNESS OR FAILURE TO PERFORM BY ANY TRANSACTING PARTY, OR ANY ALLEGATIONS OR DISPUTE RELATING TO THE PATENTS, ANY TRANSACTION, OR ANY PARTY THERETO; ALL OF WHICH SHALL BE AT THE SOLE RISK OF THE PARTIES WHO TRANSACT THE PATENTS BETWEEN THEMSELVES.

7. Limitations and Defense. All information provided by us is for informational purposes only. All parties using the information or services are advised and agree to perform their own independent due diligence with regard to the information, services, or any third parties. Except for your representations and payment obligations under these terms of service, in no event shall you or we be liable to each other or to any other party for any special, indirect, incidental, punitive, exemplary or consequential losses or damages (including but not limited to loss of business, profits, data, business interruption, opportunity, and use) suffered or incurred by any other party, even if you or we have been advised of the possibility of such damages or whether such damages otherwise could have been foreseen or prevented. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you. In all jurisdictions, and except as excluded by these terms of service your or our total liability whether in contract, tort, or otherwise shall be no greater than one hundred United States dollars, or if a greater is specifically required by the law of such jurisdiction, the minimum amount authorized by law in such jurisdiction. You agree to defend (with legal counsel reasonably acceptable to us and who is paid for by you), indemnify us and hold us harmless from and against any and all demands, obligations, judgments, suits, losses, damages, liabilities, claims, fees, costs and expenses of any kind (including reasonable attorneys’ fees whether or not a formal proceeding is filed) (collectively “losses”) suffered or incurred by or threatened or alleged against us directly or indirectly relating to, in connection with, arising out of or resulting from: (a) your act or failure to act relating to the patents; (b) any inaccuracy or alleged breach, falsity or inaccuracy of any representation or warranty made by you pursuant to these terms of service, the patents, any information relating to the patents, or in any transaction; (c) your failure to perform any of your covenants, agreements, indemnities or obligations under these terms of service or in any transaction; or (d) any claim by another party involving or relating in any way to the patents; except in each case to the extent any such losses are limited by any applicable law. The indemnity in this section shall survive any expiration or termination of these terms of service and any transaction.

8. Terms of Service Modifications. We may revise these terms of service at any time without notice. By continuing to use the information or services after you received notice of the changes to these terms of service, you agree to be bound by those updated terms of service.

9. Confidentiality You and we will hold any information of a confidential or proprietary nature obtained from the other relating to the information, services, our relationship, or these terms of service (collectively, the “confidential information”) in confidence and not to disclose any such confidential information to third parties (other than to its affiliates, third parties in connection with our services, and their respective directors, officers, employees, and agents, all of whom must be under an obligation of confidentiality (e.g., contractual, fiduciary, or otherwise) before being provided such confidential information) or to use such confidential information for any purpose whatsoever other than as contemplated by these terms of service. Each party agrees to treat and protect all confidential information as inadmissible evidence under Federal Rule of Evidence 408 and to not disclose it to any third party nor use the confidential information in any legal proceeding, action, opposition, reexamination, review, suit, nor challenge, nor for any purpose other than to evaluate whether to enter an amicable patent-related transaction. These confidentiality restrictions do not apply to information which: (i) is in or becomes generally available to the public other than by disclosure by the receiving party in violation of these terms of service; (ii) was or becomes known to the receiving party without any obligation of confidentiality; (iii) is independently developed by the receiving party without reference to the confidential information; or (iv) is required to be disclosed by applicable law or regulation, or pursuant to a legal proceeding or other similar request. To continue performing our services and unless prohibited by such transactions, we shall have the right to disclose or otherwise publicize any completed transactions, pending licensing campaigns, closed settlements or pending or completed patent office or court proceedings to others. The confidentiality obligations shall survive the termination of these terms of service.

10. Governing Law and Other Terms. Any claim or dispute relating to the information, services, these terms of service, or our relationship with you shall be governed exclusively by the jurisdiction of the defendant and shall be governed by and construed in accordance with the laws of the state of the defendant if located in the United States, or the neutral forum of the State of Delaware if the defendant is located outside the United States, without regard to its conflict of law provisions. You hereby consent to the sole and exclusive personal jurisdiction and venue of the state or federal courts of the location above and waive the defense of inconvenient forum. These terms of service include the entire agreement between you and us and supersede all other prior agreements, promises, warranties, and representations between you and us. If any portion of these terms are declared invalid, illegal, or unenforceable, such portion shall be deemed void and of no further effect, and the remainder of these terms of service shall remain in full force and effect.