The Subscriber Agreement is hereby entered into between PostGrant and Customer, as set forth in the Subscriber Agreement, regarding access to The Postgrant Portal is as follows:
SCOPE OF SERVICES
PostGrant reserves the right to make any and all reasonable changes to the The Postgrant Portal. In addition, this Contract shall not preclude PostGrant and the Customer from separately negotiating for the creation and usage of additional features such as; new search modules, additional content, data sets, features or analytics not currently included in the The Postgrant Portal. These services may be added and further developed by PostGrant in exchange for an additional fee. If Customer desires to have additional materialwork and consulting work done, particularly where time is of the essence, PostGrant and Customer may negotiate and contract for completion of such work on a case-by-case basis. Therefore, this agreement
Customer acknowledges that documents available on The PostGrant Portal are limited to those publically available documents originating from the USPTO. While every effort is made to verify the accuracy PostGrant makes no representations or warranties regarding the accuracy of documentation. Furthermore, PostGrant has made additional efforts to provide a full-text searchable database of documents that have been previously scanned and re-scanned. Therefore, some resolution is lost and a fully text search database with 100% accuracy is not technically possible. Customer acknowledges that PostGrant does not make any representations regarding the accuracy of the secondary database, known as The PostGrant Portal, as it is made from an original database with inherent technical limitations.
LIMITATIONS ON USE
The terms and conditions of this Contract are proprietary, confidential and a trade secret of PostGrant. Customer agrees to keep the terms and conditions of this Contract confidential for five (3) years from the date of signing. Customer grants PostGrant the right to reference its company name and logo in PostGrant marketing materials without prior approval from company. Stated another way, customer acknowledges that PostGrant may disclose the name of a customer for marketing purposes, but acknowledges that PostGrant will remove customer name and or logo at customers express written request.
RESPONSIBILITIES OF PARTIES
You are responsible for any use of the The Postgrant Portal, including without limitation for any data, materials and content (including the adequacy and accuracy thereof) uploaded to or downloaded from The Postgrant Portal by you or your employees or agents. There are no representations of the accuracy of downloaded material. Even though PostGrant maintains redundant servers, you are responsible for the backup of your data used in conjunction with the Services.
Customer represents and warrants that all data, materials and content it provides for use with the Services is owned by Customer or Customer has the right to provide such Customer Data to PostGrant for use with the Services. Customer also represents and warrants that any use or transmission of Customer Data does not and shall not violate or infringe the intellectual property, privacy or publicity rights of any third party, and Customer shall defend, indemnify and hold PostGrant harmless from and against all claims, damages, liabilities, fines, costs and expenses including reasonable legal fees incurred by PostGrant or which are agreed by PostGrant to be paid by way of settlement or compromise, arising out of any third-party claim due to a breach of the foregoing representations and warranties or any violation of applicable law by Customer. Customer shall not be entitled to settle or compromise any such claim made against PostGrant without PostGrant’s prior written consent, such consent not to be unreasonably withheld.
WAIVER OF LIMITATIONS ON LIABILITY
The Postgrant Portal, website, database, data, consulting services and any or all other matters contemplated herein are provided on an “as is” and “as available” basis. NONE OF IT IS INTENDED TO, AND NONE OF IT MAY, CONSTITUTE LEGAL COUNSEL OR ADVICE. All services provided are not intended to, nor can they, constitute any applicable concept of the doctrine of “Attorney Client Priveledges.” PostGrant is an academic, search portal, a technology platform, and does not provide legal counseling or recommendations on any level or in any way. Customer understands and agrees that The Postgrant Portal Services are provided “as is” and “as available” and Customer’s use of such services, by any of its employees, agents, affiliates, clients or customers, for any purpose whatsoever, is at CUSTOMER’S SOLE RISK.
TO THE FULLEST EXTENT PERMITTED BY LAW, POSTGRANT AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
PostGrant makes no warranties that: The Postgrant Portal including, without limitation, the POSTGRANT website or any search results or database query output — are accurate, reliable or correct; that The Postgrant Portal will meet Customer’s requirements; that The Postgrant Portal will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the POSTGRANT website will be free of viruses or other harmful components. POSTGRANT does not authorize any person, including its officers, directors, employees and agents, to make a warranty of any kind on its behalf and Customer shall not rely on any such statement of warranty. Therefore, customer is responsible for unintended consequences of downloading material from PostGrant to customer’s local computer accessible machines.
In no event shall POSTGRANT, its officers, directors, employees or agents, be liable to Customer for any indirect, incidental, special, punitive, exemplary or consequential damages, including, without limitation, damages for loss of profits, goodwill, work stoppage, computer failure, loss of data or intangible losses, that result from the use of, or inability to use, any Services. For example, POSTGRANT assumes no liability whatsoever resulting from any errors, mistakes or inaccuracies of content or for any loss or damage of any kind incurred as a result of Customer’s use of any Services, whether based on warranty, contract, tort or any other legal theory, and whether or not POSTGRANT or Customer is advised of the possibility of such damages.
Contract headers are merely for convenience and have no legal effect whatsoever. This Contract shall be governed, construed and enforced in accordance with the laws of the State of Virginia and the United States, without regard to any principles of conflicts of laws. Customer and POSTGRANT agree that any legal lawsuit or other action brought by POSTGRANT, Customer or any third party to enforce this Contract, or in connection with any matters related to the Services, shall be subject only to the jurisdiction of either the state or federal courts located in Virginia, and both parties hereto agree to submit to the personal and exclusive jurisdiction of the state or federal courts located within these jurisdictions. The parties hereto agree that, regardless of any statute or law to the contrary (to the extent contractual waiver of statute of limitations is permissible under such statute or law), any claim or cause of action, arising out of or related to Services must be filed within one (1) year after such claim or cause of action arose or be forever barred. Should any subsection, section or number of sections of this Contract be found unenforceable by a court of law, the remainder shall be enforceable and fully in effect. POSTGRANT shall not waive any right herein by failure to exercise or enforce such right. POSTGRANT reserves the right to assign its right, title and interest in this Contract without prior consent from Customer or any other party. PostGrant reserves the right to modify terms from time to time without notice to customer. Therefore, customer is put on notice to periodically check the terms of our agreement, broadly construed.