Buy Patent Search and Patent Analytics Reports

PATENTCAFE SOFTWARE AND DATA LICENSE

THIS SOFTWARE AND DATA LICENSE AGREEMENT (“Agreement”) is made by and between PatentCafe.com, Inc. (“PatentCafe”), a the User of the software and data (“Licensee”).

RECITALS

A. PatentCafe is the owner of, or has acquired rights to, the Software and Data (as defined below).
B. PatentCafe desires to grant to Licensee and Licensee desires to obtain from PatentCafe a nonexclusive license to use the Software and Data solely in accordance with the terms and on the conditions set forth in this Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

1.0 DEFINITIONS:

1.1 “Software” shall mean the computer programs in machine readable object code form listed on the Software Registration and Service Activation form attached hereto and any subsequent error corrections or updates supplied to Licensee by PatentCafe pursuant to this Agreement.

1.2 “Data” is defined as patent documents and non-patent documents (“Collections”) accessed by the Software, such Data being searchable, viewable or downloadable by the User in various text, XML, image or any other human or computer readable formats as are, or become available to Licensee under this Agreement.

1.3 “Data Limits” shall mean the number of patent documents in a search results list that may be downloaded, or data exported at the conclusion of any particular search. Data Limits shall also mean the number of patent contained in a Portfolio collection, and / or the number of patent documents contained in a Portfolio collection which may be statistically analyzed and scored.

1.4 “User” is defined as the individual or entity that executes this agreement on their own behalf, or if this agreement is executed by an individual authorized by an entity to execute a software license on behalf of an entity, then the User is the entity represented by the authorized individual.

1.5 “Seat License” as defined as a non-concurrent, individually designated client access to the software and data by means of an authorized user identification (User ID) and password. A single user may access the software from a single computer during one concurrent session. Multiple concurrent access from more than one computer under a single authorized User ID and password will be counted as additional Seat Licenses. Seat Licenses maybe transferred from one user to another during the Agreement term provided that the first Seat License access is disabled prior to assigning a new User ID and password for that same Seat License.

1.6 “New Seat Licenses” are defined as Seat Licenses added to the User account subsequent to the execution of this Agreement. New Seat Licenses include those seats requested by users through the ADD ME group sign up option.

1.7 “System Administrative Seat License” is defined as an administrative access to the Software and Data. System Administrative Seat Licensees (SysAdmin) may access the Software only to use the administrative features of the Software. There is no separate licensing fee for the User’s SysAdmin unless the SysAdmin desires access to the software as an authorized user, a separate Seat License fee will apply.

2.0 LICENSEE’S RIGHTS, REPRESENTATIONS AND OBLIGATIONS

2.1 PatentCafe hereby grants and Licensee hereby accepts the nonexclusive, nontransferable, royalty right and license within the United States and countries into which software distribution is not restricted under Paragraph 4.0. (Territory”), in accordance with the this Agreement and only in conjunction with the Software and Data to:

2.1.1 use the Software and Data for internal business purposes;

2.1.2 copy object code of the Data into any computer readable form for back-up purposes in support of Licensee’s use of the Software and Data;

2.1.3 Licensee may not assign this Agreement without the prior written consent of PatentCafe, which consent will not be unreasonably withheld. Notwithstanding the foregoing, Licensee may assign its rights under this Agreement to an acquirer of all or substantially all of its stock, assets or business or by operation of law resulting from a reincorporation of Licensee without PatentCafe’s consent provided such entity agrees in writing to be bound by the provisions of this Agreement and further provided that such entity is not a direct competitor of PatentCafe. Subject to the foregoing, this Agreement will bind and inure to the benefit of any successors or assign.

2.2 Use of the Software and Data is restricted to the number of Seat Licenses plus any System Administrator Seat License(s), and the Seat License user identification and password which correspond to each Seat License for which license fees have been paid.

2.2.1 Assignment of Seat Licenses is limited to employees, agents, representatives, retrained professionals or outside legal counsel of the Licensee,

2.2.2 All employees, agents, representatives or outside legal counsel may access the Software and Data provided they have obtained a Seat License user identification and password for which fees have been paid,

2.2.3 Use of the Software and Data by any agent, representative or outside legal counsel shall be restricted to use exclusively and directly for and on behalf of the Licensee. Licensee represents that any agent, representative or outside legal counsel will be bound by this Agreement as if they were employees of Licensee,

2.2.4 Licensee agrees that it will accept periodic invoices for, and pay the lesser of a negotiated fee, or currently -published fees for the downloading, exporting or analysis of patent documents or data that exceeds the Data Limits. Fees for data that exceeds the Data Limits are provided in Annex A. of this Agreement.

2.2.5 The Licensee agrees that new Seat Licenses activated during the Agreement term shall be licensed according to the terms of the invoice at the negotiated Seat License Fee it pays for other Seat Licenses. New Seat Licenses added subsequent to the start of a license period will be paid on a pro-rated basis for the number of days remaining on the original term of this Agreement.

2.2.6 Licensee agrees to not distribute or redistribute any Software and Data in whole or part to any entity not a party to this Agreement, whether or not for profit or gain.

2.2.7 Licensee agrees to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark, or legend appearing on any of the Software or output generated by the Software, and to reproduce and include same on each copy of the Software.

3.0 CONFIDENTIALITY

3.1 Licensee hereby acknowledges and agrees that the Software and Data constitute and contain valuable proprietary products and trade secrets of PatentCafe and/or its suppliers, embodying substantial creative efforts and confidential information, ideas, and expressions. Accordingly, Licensee agrees to treat (and take precautions to ensure that its employees treat) the Software and Data as confidential in accordance with commercially acceptable standards to which Licensee protects its own confidential information.

3.2 Except as specifically permitted by this Agreement, Licensee shall not directly or indirectly (a) use any Confidential Information of PatentCafe to create any computer software program or data which is substantially similar to any Software or Data; (b) reverse engineer, disassemble or decompile, or otherwise attempt to derive the source code for, any Software; (c) encumber, time-share, rent, or lease the rights granted by this Agreement; (d) copy, manufacture, adopt, create derivative works of, translate, localize, port or otherwise modify any Software, Data or other Confidential Information of PatentCafe or grant anyone a license to engage in similar conduct. Results of any benchmark or other performance tests run on the Software or Data may not be disclosed to any third party without PatentCafe’s prior written consent.

3.3 Licensee does not have, and shall not claim that it has, any right in or to any of the Software, Data or the Confidential Information received from PatentCafe other than as specifically granted by this Agreement. Licensee shall promptly notify PatentCafe of any actual or suspected unauthorized use of the Software or Data or use or disclosure of the Confidential Information received from PatentCafe, and shall provide reasonable assistance to PatentCafe (at PatentCafe’s expense) in the investigation and prosecution of such unauthorized use or disclosure.

3.4 Licensee acknowledges that the unauthorized use, transfer or disclosure of the Software and Data or copies thereof will (i) substantially diminish the value to PatentCafe of the trade secrets and other proprietary interests that are the subject of this Agreement; (ii) render PatentCafe’s remedy at law for such unauthorized use, disclosure or transfer inadequate; and (iii) cause irreparable injury in a short period of time. If Licensee breaches any of its obligations with respect to the use or confidentiality of the Software or Data, PatentCafe shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief.

4.0 EXPORT LAWS Licensee shall comply with the Export Laws, Licensee hereby assures PatentCafe that it will not export or re-export directly or indirectly (including via remote access) any part of the Software, Data or any Confidential Information to any country for which a validated license is required, or for which technology export restrictions apply under the current Export Laws of the United States. If at any time PatentCafe determines that the laws of any country in the Territory are or become insufficient to protect PatentCafe’s intellectual or proprietary rights in the software or Data, both parties will in good faith work with each other to protect PatentCafe’s intellectual or proprietary rights in that country.

5.0 LIMITED WARRANTY PatentCafe warrants that during the term of this License the Software shall operate substantially in accordance with the published functional specifications current at the Effective Date of this Agreement. If, during the warranty period, a defect appears, Licensee shall notify PatentCafe, and PatentCafe’s only obligation shall be, at PatentCafe’s election, to repair the defective Software or refund the purchase price of the Software, and unused fees paid for Data. The Licensee agrees that the foregoing constitutes the Licensee’s sole and exclusive remedy for breach by PatentCafe under any warranties made under this Agreement. This warranty does not cover any Software or Data that has been altered or changed in any way by anyone other than Patent. PatentCafe is not responsible for problems associated with or caused by incompatible operating systems or equipment, or for problems in the interaction of the Software with software not furnished by Licensor.

5.1 Error Corrections and Updates. PatentCafe will provide Licensee with error corrections, bug fixes, patches or other updates to the Software and Data licensed hereunder in object code form to the extent available. Licensee’s access to Error Corrections and Updates will be immediately upon PatentCafe’s updating of the Software and Data upon PatentCafe’s servers.

5.2 Other Modifications. Licensee may, from time to time, request that PatentCafe incorporate certain features, enhancements or modifications into the Software. PatentCafe may, in its sole discretion, undertake to incorporate such changes and distribute the Software so modified to all or any of PatentCafe’s licensees.

5.3 Title to Modifications. All such error corrections, bug fixes, patches, updates or other modifications shall be the sole property of PatentCafe.

5.4 No oral or written information or advice given by Licensor or its dealers, distributors, employees or agents shall in any way extend, modify or add to the foregoing warranty.

5.5 THE WARRANTY AND REMEDY PROVIDED ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE END-USER ASSUMES ALL RISK AS TO THE SUITABILITY, QUALITY, AND PERFORMANCE OF THE SOFTWARE AND DATA. IN NO EVENT WILL PATENTCAFE, OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES, BE LIABLE TO THE END-USER FOR ANY CONSEQUENTIAL INCIDENTAL, INDIRECT, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION, COMPUTER MALFUNCTION, AVAILABILITY OF THE SOFTWARE OR SERVICE, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR DATA, EVEN IF PATENTCAFE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.6 LICENSOR'S LIABILITY TO THE USER (IF ANY) FOR ACTUAL DIRECT DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO, AND IN NO EVENT SHALL EXCEED, THE AMOUNT PAID BY USER TO LICENSOR FOR THE SUBSCRIPTION FEE PAID FOR MOST RECENT MONTH'S ACCESS TO THE SERVICE.

5.7 LIMITATION OF LIABILITY. LICENSEE ACKNOWLEDGES AND AGREES THAT THE CONSIDERATION WHICH LICENSOR IS CHARGING HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY LICENSOR OF THE RISK OF LICENSEE'S CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH LICENSEE'S USE OF THE SERVICE. ACCORDINGLY, IN NO EVENT WILL LICENSOR, OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES, BE LIABLE TO THE USER FOR ANY CONSEQUENTIAL INCIDENTAL, INDIRECT, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF USER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.8 "AS-IS" OF INFORMATION. LICENSOR AND OUTSIDE LINKS ARE PROVIDING THE SERVICE IN AN "AS IS" CONDITION. NEITHER LICENSOR NOR THE OUTSIDE LINKS WARRANTS, GUARANTEES, OR MAKES ANY REPRESENTATION REGARDING THE ACCURACY, COMPLETENESS, CORRECTNESS, RELIABILITY, CURRENCY OR OTHERWISE, OF ANY OF THE PRODUCTS, SERVICES OR DATABASES, OR THE USE OR RESULTS TO BE OBTAINED FROM USING THE SERVICE OR THE INFORMATION CONTAINED THEREIN, OR ANY RELATED DOCUMENTATION OR WRITTEN MATERIALS. NEITHER LICENSOR NOR OUTSIDE LINKS MAKES ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE DATABASES, THE COMPLETENESS OR ACCURACY OF ANY DATA, THE ACCURACY OR RELIABILITY OF ANY STATISTICAL COMPUTATIONS OR REPORTS, AND, IN PARTICULAR, LICENSOR AND OUTSIDE LINKS DISCLAIM ALL IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6.0 TERM AND TERMINATION

6.1 This License becomes effective on the Effective Date of this Agreement and continues for the original term of the agreement.

6.2 PatentCafe may terminate this agreement at any time for (a) non-payment of required Fees, or (b) a material breach of this agreement by the Licensee.

6.3 If the License terminates under any provision in 6.2, no refund for any unused portion of the License fee will be provided.

6.4 If the License is purchased under an installment payment plan, and the License terminates under any provision in 6.2, all unpaid license fees become immediately due and payable.

6.5 Licenses AUTOMATICALLY RENEW, and Licensee will pay against renewal invoices, unless notice of intent to not renew is received by PatentCafe prior to the natural termination date. The license fee invoiced will be for the total number of original seat licenses plus the total number of seat licenses as defined in 1.4, 1.5 and 1.6, and for any other subscription levels for any other products licensed by Licensee and at the time of renewal.

6.6 Upon termination, Licensee may no longer access the Software, but may retain copies of all Data subject to paragraphs 3.4 and 4.0 which survive the term of this Agreement.

7.0 NOT LEGAL ADVICE. NONE OF THE PRODUCTS OR SERVICES, NOR THE SERVICE ITSELF MAY SHALL BE CONSIDERED TO BE LEGAL ADVICE. USE OF THE SERVICE DOES NOT ESTABLISH ANY RELATIONSHIP OTHER THAN THAT OF LICENSEE AND LICENSOR OF THE SERVICE.

8.0 RIGHTS IN USER'S CONFIDENTIAL TRANSACTION DATA. User is the sole owner of the transaction data User creates on its own behalf by use of the Service, and which is stored upon the User's personal data files upon the Service. User Transaction data is considered confidential, and will be maintained in confidence pursuant to the Licensor's Privacy Policy, except when Licensor is required to disclose User's Transaction Data pursuant to a valid order of a court or other governmental body; provided, however, that the Licensor shall first have given prompt notice to the User sufficiently timely to allow User time to interpose an objection to such disclosure or obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued.
The Service access level defines any limitations to storage of User's transaction data. In the event user exceeds transaction data storage capacity of User's personal data file storage space on the licensor's servers, User shall (a) be given the opportunity to lease additional data storage space, (b) have the ability to delete transactions thereby freeing up storage space for future transaction storage, or (c) have the opportunity to purchase the service archive transaction data to a CD ROM and sent to user. USER ACKNOWLEDGES THAT FAILURE TO EXERCISE ANY OF THESE SERVICE OPTIONS WILL RESULT IN THE PERMANENT, NON-RECOVERABLE DELETION OF TRANSACTION DATA RECORDS FROM USER'S PERSONAL DATA FILES.

9.0 PRIVACY POLICY. Licensor operates the Service under its own Privacy Policy clearly accessible at www.patentcafe.com website. Licensee has read, understands and agrees to Licensor's Privacy Policy as a condition of this License.

10.0 ENHANCEMENTS. From time to time Licensor may, in its sole discretion, advise the User of updates, upgrades, enhancements or improvements to the Service ("Enhancements"), and may license the User to use such Enhancements upon payment of prices as may be established by Licensor from time to time. All such Enhancements to the Service provided to the End-User shall also be governed by the terms of this License.

11.0 ACCESS AND USE. The Service is made available for use 24 hours per day, 7 days per week. Notwithstanding the foregoing, Licensor reserves the right to shut down the Service to resolve any technical issues that may arise.

12.0 NOTICES. Any notices or other communications to be sent to Licensor must be mailed first class, postage prepaid, to the following address:

Office of the President
PatentCafe.com, Inc.
441 Colusa Avenue
Yuba City, CA 95991

Any notices sent to User will be sent by e-mail to the last registered e-mail address recorded in the User's user account file. Failure of the User to receive any properly sent notice at the e-mail address in their user account file does not constitute failure of Licensor to send a notice under this provision, provided Licensor properly documents its attempt to deliver such notice.

13.0 GOVERNING LAW AND VENUE This Agreement is governed by the laws of the State of California, without giving effect to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Each party submits to the jurisdiction of the appropriate state or federal courts in California. PatentCafe may seek to specifically enforce or prevent a breach of any term of this Agreement in the appropriate courts of any state or country in which the Products are deployed by Licensee or in which Licensee maintains an office. The prevailing party in any suit under this Agreement shall recover all costs, expenses and reasonable attorney fees incurred in such action. Nothing in this Agreement will be deemed a waiver by either party of any and all available legal or equitable remedies.

14.0 ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and all prior proposals, agreements, representations, statements and undertakings are hereby expressly cancelled and superseded. The terms of this Agreement may change from time to time to reflect the level of service, or new version releases of the software or data. This Agreement may not be changed or amended except by a written instrument executed by a duly authorized officer of PatentCafe.

15.0 EXECUTION AND EFFECTIVE DATE Having been duly delivered to the Licensee prior to the License start date, THIS LICENSE AGREEMENT IS VALID WITHOUT LICENSOR’S SIGNATURE. It becomes effective upon the earlier of Licensee’s signature, issuance by the Licensee of a valid Purchase Order, delivery of a signed Software Registration and Service Activation form, or Licensee’s first use of the Software.

ANNEX A.

Fees for data that exceeds the Data Limits per each search results list responsive to a search query:

ProSearch:
1) TOTAL Bulk Download Data Limit: 20,000 patent documents
2) Data Limit Included Free in License without an extra Data Limit excess fee: 2,000 patent documents per each search.
3) Each additional 2,000 documents in excess of the first 2,000: $20.00 per 2,000 or fraction.

ProSearch+Plus:
1) TOTAL Bulk Download Data Limit: 40,000 patent documents
2) Data Limit Included Free in License without an extra Data Limit excess fee: 20,000 patent documents per each search.
3) Each additional 2,000 documents in excess of the first 20,000: $20.00 per 2,000 or fraction.

Search Patents with SuperBoolean™
and Latent Semantic
Analysis Technology

0.b

ProSearch Subscribe

Integrated IP Suite

Patent Search Engine

Patent Portfolio-Xpert

Patent Analytics Reports

Patent Monitoring Alerts

Secure On-location Server

Certification Training

Software & Data Mining


Company · Careers at PatentCafe · Tech Help · Privacy · Terms · Sign Up Online · Contact Sales
PatentCafe, Search The Way You Think are Trademarks or Registered Trademarks of PatentCafe Patents Pending, © Copyright 1996 - 2008 PatentCafe.com, Incorporated All rights reserved.

Search Patents with SuperBoolean™ and Latent Semantic Analysis Technology

0.b

ProSearch Subscribe

Search Patents with SuperBoolean™
and Latent Semantic
Analysis Technology