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User Agreement
Welcome to i4e. Use of this website, www.i4e.com ("Website"), and the available services referenced in it ("Services") acknowledges your acceptance of this User Agreement (the “Agreement”), and all of its terms and conditions (the “Terms”), with i4e, and i4e's Privacy Policy. i4e is an affiliate of Invequity, LLC and all affiliates and related entities of i4e are collectively referred to herein as "i4e".
In order to become an i4e user, you must read and accept the Terms and the Privacy Policy. i4e strongly recommends that, as you read this Agreement, you also access and read the linked information. If you do not agree to be bound by the Terms, you may not use or access the Website or Services. i4e reserves the right to modify this Agreement and/or the Terms at any time, and without prior notice, by posting an amended Agreement and/or Terms on the Website. Your continued use of the Website or Services indicates your acceptance of the amended Agreement and/or Terms.
In addition, each user's use of particular Services is subject to specific guidelines or rules posted from time to time and incorporated by reference into the Terms. Use of the Website or Services constitutes full acceptance of and agreement to the Terms. If a user does not accept the Terms, the user is not granted rights to use the Website or Services and shall refrain from accessing the Website or Services.
This Agreement is effective as of January 1, 2006 for users who utilized the Website or Services as of that date, and upon the date of acceptance for users who first utilize the Website or Services after January 1, 2006.
1. Description of Services
The Website and associated sites (e.g., “Invent4Equity.com”) are websites operated for the purpose of fostering collaboration, technology development, and the creation of patents or other intellectual property to protect and license such intellectual property (the "Purpose").
The Website currently offers users access to a collaborative forum or platform of other users, on-line resources for technology and patent development, including various communication tools, project management tools, research tools, online forums, as well as patent protection management services, marketing services and licensing services. To use the Services, each user must independently obtain access to the World Wide Web, either directly or through devices that access Web-based content, and pay any and all service fees or equipment costs associated with such access.
The Website and Services are provided to you on an "AS IS" basis. You agree that i4e exclusively reserves the right and may, in its sole discretion, at any time and without notice and any liability to you, modify or discontinue this Website or Services or delete the data you provide, whether temporarily or permanently. In addition to the Terms, i4e shall have no responsibility or liability for the timeliness, deletion, failure to store, inaccuracy, or improper delivery of any data or information.
2. Becoming A Member And Registering On The Website
2.1. Accessing the Website and Becoming a Member. Once you register with i4e, you become a "Member" (hereafter “user” may be referred to as “Member”) and become part of the “i4e Community.” Your membership and password are only valid for your personal, non-commercial use of the Website or as otherwise set forth in an agreement with i4e. While there are parts of the Website that are available only to individuals who purchase a fee-based membership there is no cost or fee to register on the Website for basic membership. If you are merely browsing through the Website and have not yet registered to become a Member, your use of the Website is your acceptance of the Terms, the Agreement, and the Privacy Policy. If you do not agree to the Terms, the Agreement or the Privacy Policy, do not use the Website or Services. The specific Services available to you will vary depending upon whether you register as a Member and whether or not you choose to purchase a fee-based membership or service.
2.1.1. Registration Obligations
If required by i4e, each user must: (a) provide true, accurate, current and complete information on the membership registration form (collectively, the "Registration Data") and (b) maintain and promptly update the Registration Data as necessary or upon request by i4e. If, after investigation, i4e has reasonable grounds to suspect that any user's information is untrue, inaccurate, not current or incomplete, i4e, in its sole discretion, may suspend or terminate that user's account and prohibit any and all current or future use of the Website and Services (or any portion thereof) by that user other than as expressly provided herein.
Each user will receive a password and account designation upon completing the i4e registration process and is wholly responsible for maintaining the confidentiality thereof and solely liable for all activities occurring thereunder. i4e cannot and will not be liable for any loss or damage arising from a user's failure to comply with this Section 2 of the Agreement, including any loss or damage arising from a user's failure to (a) immediately notify i4e of any unauthorized use of the user's password or account or any other breach of security or (b) ensure that the user exits from the user's account at the end of each session.
i4e handles user Registration Data in accordance with the Privacy Policy.
2.1.2. Membership Eligibility
The Website and Services are not available to minors under the age of 18 or to any users suspended or removed from the Website or Service by i4e for any reason. Users may not have more than one active account on the Website. Additionally, users are prohibited from selling, trading, or otherwise transferring their i4e account to another party. If you do not qualify, you may not use the Website or Services.
2.1.3. Fees (Membership and Services)
2.1.3.1. Membership Fees: i4e reserves the right to charge for any i4e membership or any portion thereof, modify the pricing of, add to, or discontinue any i4e membership or any portion thereof without prior notice.
2.1.3.2. Services Fees: i4e reserves the right to charge for any Services or any portion thereof, modify the pricing of, add to, or discontinue any Services or any portion thereof without prior notice.
2.1.3.3. In addition to the Services, certain other services may be provided by i4e as it so chooses and i4e will determine, in its sole discretion, the associated fees, if any.
2.1.3.4. Any changes in fees for any membership or Services are not retroactive unless otherwise stated by i4e.
2.1.3.5. Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees and applicable taxes associated with the Website or Services in a timely manner with a valid payment method. If your payment method fails or your account is past due, i4e may collect fees owed using other collection mechanisms. (This includes charging other payment methods or accounts on file with i4e, retaining collection agencies and legal counsel, and for accounts over 180 days past due, also having the option to deduct the amount owed from royalties owed to you from other Projects.)
2.1.4. Discounts, Incentives, Rewards, Point Systems, Member Ratings
i4e may provide discounts or incentives to certain Members based on activity, their technology background, project type, or any other reason so chosen by i4e. i4e need not make those discounts or incentives available to all Members or users.
i4e may provide a reward or point system that compensates Members for their activities (e.g., inviting others to join i4e, participating in forums, creating forum content, posting Projects, or any activity or reason so chosen by i4e, in our sole discretion). Such rewards or points may be redeemable for rewards through partners, or discounts on Services or the like, with i4e retaining sole discretion in determining what rewards or points may be applied towards.
i4e may also employ a Member or user comment and rating system allowing Members to comment on and rate other Members. i4e is not responsible for, and has no control over, the comments and reviews posted by other Members.
2.2. Your Information. When you register on the Website i4e may ask you to provide certain personal information about yourself including, without limitation, your name, address, telephone number, email or other electronic address (collectively, "Your Information"). Please review the Privacy Policy for clarification on how i4e may use Your Information and other information that you may provide or submit while using the Website or Services. You agree that all Your Information that you provide to i4e or post on the Website is complete, accurate and up to date. You will notify i4e of any changes to Your Information. If you fail to update Your Information or if all or part of Your Information is (or appears to i4e in its sole discretion to be) untrue, inaccurate, or incomplete i4e may suspend or terminate your membership and refuse any and all current or future use of the Website and Services, without refund to you of any membership or Services fees paid.
Without limiting any of the foregoing, you are responsible for ensuring that the email address you submit to the Website as part of your registration and during the course of your Membership is valid and that the services, software or systems you use to access your email ("email Systems") do not block or filter i4e Communications (as defined below). Please note that your work email may be subject to additional limitations placed on its use by your employer. i4e asks that you use your personal email address when registering as a Member. If you choose to register with your work email, or use an email System that interferes with the delivery of i4e Communications, i4e may not be able to provide you with certain Services. You agree that i4e may use any reasonable means to verify the information that you provide to i4e.
In order to cooperate with governmental requests, subpoenas or court orders, to protect i4e's systems, or to ensure the integrity and operation of i4e's business and systems, i4e may access and disclose any information i4e considers, in its sole discretion, necessary or appropriate, including, without limitation, Your Information, IP address and traffic information, usage history, and Content (as defined below) you have posted on the Website. i4e's right to disclose any such information shall govern over any terms of the Privacy Policy.
2.3. User Password. During the registration process, you will select or be assigned a unique identification number. i4e will also ask you to create a password. Because any activities that occur under your identification number or password are your responsibility, it is important for you to keep your identification number and password secure. Notify i4e immediately if you believe that someone has used your identification or password without your authorization.
2.4. Communications. From time to time, in the course of providing you Services, i4e may send you communications, in keeping with the Privacy Policy or as otherwise permitted in the Terms ("i4e Communications"). Please note that any number of issues may interfere with your receipt of such communications, including, without limit, some types of email Systems that may use filtering or blocking techniques that are intended to block email. i4e is not responsible for the actual delivery or your actual receipt of these communications.
3. Content and License
3.1. Content
All information, data, text, software, music, sound, photographs, graphics, video, messages or any other materials whatsoever (collectively, "Content"), whether publicly posted on or privately transmitted via i4e or the Website, are the sole responsibility of the person from whom such Content originated. This means that the user, and not i4e, is entirely responsible for all Content that the user uploads, posts, emails or otherwise transmits via i4e, the Website or any service. No user shall transmit Content or otherwise conduct or participate in any activities on i4e, the Website or any service which, in the sole judgment of i4e, is likely to be prohibited by law in any applicable jurisdiction, including laws governing the encryption of software, the export of technology, the transmission of obscenity or the permissible uses of intellectual property. You agree that any Content that is posted under your identification number and password will be deemed to come from you. You further agree that all posted Content will be your own original ideas and will not violate the rights of any another party, including, but not limited to, any rights in such information by any of your current or previous employers.
i4e will not pre-screen or review Content, but i4e reserves the right to refuse or delete any Content of which it becomes aware that it reasonably deems not to fulfill the Purpose. In addition, i4e shall have the right (but not the obligation) in its sole discretion to refuse or delete any Content that it reasonably considers to violate the Terms or be otherwise illegal or improper.
i4e, in its sole discretion, may preserve Content and may also disclose Content if required to do so by law, governmental requests, subpoenas or court orders or as reasonably determined useful by i4e to protect the rights, property or personal safety of i4e, i4e users or the public. i4e does not control the Content posted by Members on the Website or via any service and, as such, does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will i4e be liable for any Content, including, but not limited to, liability for any errors or omissions in any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise transmitted via i4e, the Website or any service.
Each user, by using i4e, the Website or any service, may be exposed to Content that is offensive, indecent or objectionable. Each user must evaluate and bear all risks associated with the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
3.2. License
Use, reproduction, or modification of the Content and all related intellectual property related to the Content shall be subject to the license applicable to such Content, or to such other licensing arrangements that may be approved by i4e as applicable to such Content.
All Content entered, stored, publicly posted on or privately transmitted or posted via the Website is hereby licensed to i4e by the submitting user. In each such case, the submitting user grants i4e a royalty-free, perpetual, irrevocable, non-exclusive and fully sublicensable right and license, for the purpose of protecting, marketing, licensing and enforcing the resulting intellectual property, to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such Content (in whole or part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, all subject to the terms of any applicable approved license.
With respect to Content posted to private areas of the Website, such rights and licenses will be as set forth above unless otherwise agreed to in a separate agreement.
4. User Conduct
4.1. By using the Website, you warrant to i4e that you will not use the Website, or any of the content obtained from the Website, for any purpose that is unlawful or prohibited by these Terms. If you violate any of these Terms, your permission to use the Website automatically terminates in addition to obligations and ramifications as set forth in this Agreement.
In addition to the foregoing, and not in limitation thereof, you understand and agree not to use the i4e Website to:
4.a. Post Content or initiate communications that are unlawful, libelous, abusive, obscene, discriminatory, or otherwise objectionable.
4.b. Use the i4e Website for any illegal purpose, including but not limited to conspiring to violate laws.
4.c. Violate any laws, third party rights, or i4e or the Website’s policies.
4.d. Use the Website if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from the Website;
4.e. Falsely state, impersonate, or otherwise misrepresent your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present.
4.f. Submit or collaborate on any Projects for which you do not have the right to assign and transfer your interest under any law or contractual or fiduciary relationships (such as part of an employment relationship). If you are uncertain of your current employment obligations you may want to verify your ability to participate on the Website with your employer.
4.g. Proliferate, steal, copy, or obtain any idea, invention, or Project or related information or make any attempt to proliferate, steal, copy or obtain such information.
4.h. Upload, post, email, transmit or otherwise make available any Content or initiate communications which include information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
4.i. Upload, post, email, transmit or otherwise make available any Content or initiate communication that infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights.
4.j. Copy, modify, or distribute Content from the Website or i4e’s copyrights and trademarks;
4.k. Harvest, collect or store personal data about other users, including but not limited to information about another user’s email address, work experience, skills, or reputation information or metadata without their consent.
4.l. Stalk or harass anyone.
4.m. Post false, inaccurate, misleading, defamatory, or libelous content (including personal information);
4.n. Upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation. This prohibition includes but is not limited to a) Using i4e invitations to send messages to people who don’t know you or who are unlikely to recognize you as a known contact; b) Using i4e to connect to people who don’t know you and then sending unsolicited promotional messages to those people without their permission; or c) Sending messages to distribution lists, newsgroup aliases, or group aliases.
4.o. Upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs or any other technology designed to interrupt, harm, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of i4e, the Website, or the interests or property of users;
4.p. Solicit users, or harvest, collect or store personal data about other user, for the purpose of soliciting users, to utilize or pay for services or products which are competitive to the Services or which are not approved by i4e.
4.q. Forge headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through i4e, the Website or Services.
4.r. Post Content in an inappropriate category or field that isn’t intended for that Content. Example: creating a fictitious Project or putting an address in a name or title field.
4.s. Interfere with or disrupt the Website or Services or servers or networks connected to the Website or Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Website or Services.
4.t. Fail to deliver payment for services purchased, utilized or agreed upon by you;
4.u. Manipulate any Project, Content, or items or interfere with other user's content or projects;
4.v. Circumvent or manipulate i4e's platform, model, fee structure, billing process, or fees or other property (including intellectual property) owed to i4e;
4.w. Take any action that may undermine the feedback or ratings systems (such as displaying, importing or exporting feedback information off of the Website or for using it for purposes unrelated to i4e); and
4.x Transfer your i4e account (including feedback) and user identification (ID) to another party without i4e's consent.
4.1.1. Abusing i4e. i4e and the i4e Community work together to keep the Website working properly and the i4e Community safe. Please report problems, offensive content, and policy violations to i4e. Without limiting other remedies, i4e may limit, suspend, or terminate its service and user accounts, prohibit access to the Website, remove hosted content, and take technical and legal steps to keep users off the Website if i4e thinks that they are creating problems, possible legal liabilities, or acting inconsistently with the letter or spirit of i4e's policies. i4e also reserves the right to cancel unconfirmed accounts.
4.1.2. Access to Service. Use of manual or automated software, devices, or other processes to “crawl” or “spider” any web pages contained in the Website is strictly prohibited. You agree not to monitor or copy, or allow others to monitor or copy, i4e's web pages or the content included herein. You also agree not to “frame” or otherwise simulate the appearance or function of the Website. Furthermore, you agree not to take any action that interferes with the proper working of or places an unreasonable load on i4e's infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses.
4.2. Monitoring and Enforcement. i4e does not actively monitor all of the message boards and other communication tools or the Content that is posted or provided through such tools, nor is i4e obligated to do so. And since i4e does not, and may not have the ability to, control or actively monitor the Content, i4e does not guarantee its accuracy, integrity or quality. Because community standards vary and individuals sometimes choose not to comply with i4e's policies and practices, in the process of using the Website you may be exposed to Content that you find offensive or objectionable. You can contact i4e to let i4e know of Content that you find objectionable. i4e may investigate the complaints that come to its attention. If i4e chooses to investigate the complaint, it will take any action that it believes is appropriate, including, but not limited to issuing warnings, removing the Content or terminating memberships. However, because situations and interpretations vary, i4e also reserves the right not to take any action. In such cases, i4e may not remove Content that you believe is objectionable or offensive. Please remember that you can always choose to refrain from using any part of the Website that exposes you to something that you are uncomfortable with.
4.3. Information Provided on the Website
In the course of using i4e, the Website or Services, users may provide information about themselves which may be visible to certain other users (see i4e's Privacy Policy to learn more about information collected on the Website). You understand that by posting materials on the Website or otherwise providing materials to i4e, the Website or other Members or users, you are granting to i4e a royalty-free, perpetual, irrevocable license to use this information in the course of offering the Website and Services. Furthermore, you understand that i4e retains the right to reformat, excerpt, or translate any materials submitted by you. You understand that all information publicly posted or privately transmitted through i4e, the Website or Services is the sole responsibility of the person from which such Content originated and that i4e will not be liable for any errors or omissions in any Content. You understand that i4e cannot guarantee the identity of any other users with whom you may interact in the course of using i4e, the Website or Services. Additionally, i4e cannot guarantee the authenticity of any data which users may provide about themselves or relationships they may describe.
5. Projects, Collaboration, Submission, Assignment, and Equity
5.1. Projects. A Project is an invention, technology application, improvement or effort (referred to herein as a “Project” or “Invention”). The Project homepage is intended as a structured place on the Website for the research and development of an Invention and as a place for collaboration with other users for completing your Project and for eventual submission for patenting, marketing, and licensing using one of the Services. In the course of using the Website, the user may:
5.1.1. Create a Project (becoming the “Project Leader”) on the Website with the intent of researching and compiling all relevant information in an effort towards finalizing, perfecting, refining or improving an Invention with the objective of having the Invention exclusively patented, marketed, and licensed by or through, or the process being managed by, i4e using one or more of the Services.
5.1.2. Act as a Project Leader to create, define and research a Project consisting primarily of an invention, technology, improvement, or project. Project Leaders control the Project’s progress, decide whether it can be viewed or accessed by other Members, and select who gets invited to collaborate.
5.1.3. Collaborate with a Project Leader to create, define and research (a “Collaborator”).
5.1.4. Negotiate with the Project Leader or other Collaborators, including cash and/or equity interest, for your financial or equity interest in the Project. i4e recommends that all terms for working on a Project be mutually agreed upon by Members prior to collaboration.
Members or Project Leaders seeking collaboration from other Members do so under the condition that users are obligated to submit the end result of the Project or Invention through i4e’s submission process, thereby providing Collaborators with their equity interest.
5.2. Collaboration. Collaboration is the joint effort of more than one user and typically consists of a Project Leader and one or more Collaborators. The following specific terms apply to all Members collaborating on a Project:
5.2.1. The Project Leader has invitation and administrative rights for the Project homepage and sets forth who has access to the Project homepage and the security levels of the Collaborators.
5.2.2. The Project homepage is a hosted location for the Project Leader and Collaborators to work together to further the research and development of the Project or Invention.
5.2.3. All users who collaborate on a Project are obligated to maintain the confidentiality of the contents of the Project and all content on the Project homepage and will not disclose or discuss such information outside of those who are also collaborating on the Project or i4e.
5.2.4. i4e may track each user’s activity on the Website including Project access.
5.2.5. Any and all grievances between users related to a Project shall be reconciled by the users and i4e has no obligation to mitigate, arbitrate, or settle any user disputes. i4e may suggest mediation or arbitration if the parties can not resolve their dispute but i4e has no obligation to provide such information or dispute resolution services.
All Members acknowledge and agree that they will NOT steal, take, or attempt to acquire any inventions, ideas or technology related to a Project or of another Member nor will they use the Website or any information obtained from the Website to steal, take, or attempt to acquire any inventions, ideas or technology related to a Project not their own or of another Member. i4e may track published and issuing patents, news, products and other information for compliance with this provision. Members acknowledge and agree that any patents or patent applications not processed by or assigned to i4e, in which they are an inventor, which are determined to be the result of their involvement or access to any Project on the Website is the property of i4e and subject to assignment as set forth herein this Agreement. Members further agree that they will pay all costs and fees incurred by i4e to perfect the transfer of such inventions, ideas or technology. Members further acknowledge that they will forfeit all past and future royalties, payments, and revenue related to such inventions, ideas, or technology.
5.3. Project Submission for Patenting, Marketing, and Licensing Services
5.3.1. Project Submission Types – There are two types of Project submissions, the first being submission for a provisional patent application and the second being a submission for a utility patent application. The user may take advantage of i4e’s Provisional Patent Application Service and/or i4e’s Utility Patent Application Service. I4E IS NOT A LAW FIRM AND IS NOT AND DOES NOT PROVIDE LEGAL ADVICE TO MEMBERS. Instead, i4e is a services firm that helps facilitate the patent or patenting process as an assignee of an Invention, and markets and licenses the patented invention using the i4e model and platform.
5.3.1.1. U.S. Provisional Patent Application Service – Submission of a Project using i4e’s Provisional Patent Application Service reformats the information and descriptions provided by the user(s) into a logical format. That information is then reviewed by i4e for completeness and the entire document is then filed directly with the United States Patent and Trademark Office ("USPTO") on behalf of the user. A provisional patent application has certain restrictions and obligations which are the user’s sole responsibility. User acknowledges that although i4e may provide notice to the user of important dates and information related to the Provisional Patent Application, such information is not required to be provided by i4e and i4e is under no obligation to do so nor any obligation to take any further action once the Provisional Patent Application is filed on behalf of the user. i4e’s Provisional Patent Protection service is available on a case-by-case basis and i4e may decline to offer such service, in their sole discretion, to anyone for any reason. User acknowledges that a Provisional Patent Application is automatically abandoned 12 months (one year) after its filing date and this 12 month period cannot be extended. A non-provisional patent application (e.g., a utility patent application) can be filed in the United States prior to the abandonment of the Provisional Patent Application in order to obtain the benefit of the Provisional Patent Application's earlier filing date. The user acknowledges that the Laws of most foreign countries are quite different from U.S. Patent Laws and that the public disclosure of an invention prior to the filing of a patent application can negate "absolute novelty" and preclude the filing of a patent application in a foreign country in some situations. Moreover, the user acknowledges that the filing of any Provisional Patent Application can adversely affect one's rights in a foreign country as most (but not all) countries permit a foreign-filed patent application to claim priority to an earlier filed patent application (e.g., a Provisional Patent Application) when the foreign-filed patent application is filed within one year of the earlier filed patent application.
5.3.1.2. U.S. Utility Patent Application Service – Submission of a Project for i4e’s Utility Patent Application Service is either the result of collaboration by several Members or the submission for an individual Member desiring to partake in the i4e Patent Array and/or Services, all of which require full assignment as discussed below. As assignee, i4e will manage the patenting process using various means which may include the use of outside counsel, in-house counsel, patent attorneys, patent agents, professional writers and the like. Member acknowledges that i4e is not a law firm, is not providing legal services, and that the Member is assigning the Invention to i4e in exchange for equity in revenue generated by the licensing or sale of the patented Invention and, if applicable, equity units in an i4e Patent Array.
5.3.1.3. International Patent Application Service – as further detailed in Section 5.3.3, i4e may, but need not, file for patent protection on a Project in countries other than the U.S. i4e will determine, in its sole discretion, if foreign applications are warranted and will fund such filings if it determines foreign applications are warranted. To the extent that i4e determines that it will not file in some or all countries other than the US, i4e may notify user and user may have the option of paying all expenses and costs for i4e to seek protection in additional countries. Such activities will be at the sole expense of user and all other Terms, including the original equity split, and revenue sharing Terms are still in effect (e.g. i4e will retain their same revenue share distribution). In the event i4e fails to provide information to user on its decision to file applications in countries other than the US, user acknowledges and agrees that it is presumed that only a US application will be filed and that user is responsible for providing notice to i4e of their intent to fund all international patent application filings within any and all time limitations for foreign filing.
5.3.1.4. Depending upon the location and citizenship of the collaborators, i4e may need to initially file in a country other than the United States and i4e, in their sole discretion, will determine if and when such filings are necessary.
5.3.2. Once the user submits the Project for a review and assessment by i4e, the user acknowledges and agrees that:
5.3.2.1. The Invention or Project is ready to proceed and the user is fully aware of all of the terms of this Agreement and the user's obligations under this Agreement;
5.3.2.2. i4e may proceed immediately towards patenting, marketing, and licensing the Invention and need not notify the user that i4e is preparing and filing for patent protection;
5.3.2.3. The user will fully cooperate with i4e in their efforts to patent, market, license, or sell the invention including signing all necessary documents, oaths, declarations, assignment documents, and the like, and that i4e may proceed with any and all activities and efforts to patent, market, license, or sell the invention without user’s involvement if user is unavailable, non-responsive, or if i4e determines it is appropriate to do so;
5.3.2.4. i4e may conduct a market and patent novelty assessment to determine if the Invention is novel and worthy of a patent and the cost of such assessment is $500 and such fee is non-refundable;
5.3.2.5. There is no guarantee that the USPTO (or other patent agencies) will accept the Invention as novel and patentable, that i4e has no control over the USPTO (or other patent agencies), and that a rejection by the USPTO (or other patent agencies) does not provide any grounds for a refund or claim against i4e;
5.3.2.6. The same or similar invention may have already been submitted to the USPTO (or other patent agencies) and that i4e does not and will not know of all domestic and foreign patents, published patent applications, unpublished patent applications, or other prior art which may render the Invention obsolete or not novel;
5.3.2.7. Other Members of the Website may have submitted the same or a similar Invention prior to the user’s submission which render the user’s Invention obsolete and/or lacking novelty and that i4e is not obligated to provide any compensation whatsoever to the user;
5.3.2.8. The user's personal information, name, and address may be publicly disclosed as required to complete all forms necessary for the patenting, marketing, licensing and enforcement of the Invention;
5.3.2.9. i4e’s fees for membership and services may change, in i4e’s sole discretion and without notice, and that such fee changes are not retroactive (unless otherwise stated and provided by i4e) and the user is subject to the fee prices at the time of the Project or Invention submission; and
5.3.2.10. The user is only entitled to a refund, less any applicable novelty assessment fees, if i4e elects not to pursue a Project or Invention and such decision is made prior to i4e filing for patent protection.
5.3.3. The Services and fees reflected herein are applicable only to patenting, marketing, and licensing of Inventions or Projects within the United States. i4e may, in their sole discretion, file patent applications in countries other than the US if it so chooses. However, i4e has no obligation to do so. If i4e chooses to file for patent protection in countries other than the United States, the user would be entitled to the user's same equity share of revenue generated from the licensing of the related foreign patents. If i4e elects not to pursue patent protection in countries other than the US, user may fund all activities for protection in foreign countries by prepaying all quoted fees and by providing written notice of user’s intent to i4e at least sixty (60) days prior to any relevant filing dates. The user and i4e would be entitled to their same equity share of revenue generated from the licensing of the related foreign patents even if funded by user.
5.3.4. i4e has no obligation to accept any Project submitted by users for inclusion in the Services, i4e patenting, marketing, and licensing Services, or within the i4e Patent Arrays. Submission of a Project or Invention for Services is merely a request by the user for i4e to accept such Project or Invention. To the extent that i4e rejects a submitted Project, users may pursue the Invention or Project without involvement or participation from i4e. 5.3.5. Upon complete acceptance by i4e of a Project through the act of filing for a patent or licensing of an Invention, i4e is obligated to divide revenues (as set forth below) with users based upon the equity split determined by the users through the collaboration and submission process.
5.4. Invention/Patent Assignment
Users understand that the Website and Services are provided to enable users to include, submit, and assign their Invention into a larger marketed and managed invention and patent portfolio or technology specific Patent Array. The user acknowledges and agrees that i4e, the Website, i4e Patent Arrays or portfolios, and the Services provide significant benefits and consideration to the user including cost efficient management of the patenting process as well as effective marketing, policing, and licensing of the Invention. User also acknowledges and agrees that i4e is investing time and/or money in protecting, marketing, promoting, and licensing the Invention and i4e is justified in demanding assignment of the Invention to i4e, is entitled to track and deduct expenses from any revenue generated from the Invention, and is entitled to retain the agreed upon equity split of generated revenue (as set forth below). As such:
5.4.1. Both the user and i4e are entitled to benefit from the Invention by sharing in the revenue obtained from licensing, selling, and/or commercializing the Invention. i4e acknowledges that the user has submitted an Invention utilizing the Services and is entitled to an equity interest in revenues generated from the licensing or sale of the Invention. i4e will track revenue and expenses related to the Invention and will make bi-annual Payments, if applicable, to the user corresponding to the user’s Equity Portion (defined below).
5.4.2. The user, when submitting a Project or Invention individually (i.e. without collaboration), acknowledges and agrees that the user wants to participate and partake in i4e’s structured approach, Patent Arrays, and/or Services and is therefore willing to assign all right, title, and interest in the Invention to i4e.
5.4.3. The user, when working on a Project with other users, recognizes that the user, and not i4e, sets terms of collaboration with other users. While i4e has no pre-set equity terms for user collaboration, i4e strongly recommends that terms established for a Project be negotiated and agreed upon up front and be clearly outlined in the Project. The user acknowledges the cost savings and structured user interaction obtained by using the Website to find, collaborate and share equity interest in a Project and its resulting revenues provides significant consideration.
5.4.4. The user, when working on a Project with other users, acknowledges and understands that additional Members have provided valuable contributions on the Invention for the purpose of obtaining an equity interest in revenue received by i4e for the licensing, sale or commercialization of the Invention. The user acknowledges and agrees that inclusion of one or more Members as Collaborators on an Invention and the patenting, marketing, licensing and commercialization efforts behind the Invention require central control and ownership by i4e to effectively patent, market, license, sell, or enforce the Invention and related intellectual property and the user therefore agrees to assign all right, title, and interest in the Invention to i4e. i4e understands and agrees that the user has created or collaborated on an Invention and is entitled to an equity interest, established by the user during the Project-Invention submission, in revenues generated from the licensing or sale of the Invention and will track revenue related to the Invention and make a payment to the user corresponding to the user’s Equity Portion and, if applicable, the user’s Array Revenue Sharing (as defined below).
Further, the user agrees to fully cooperate with and assist i4e and anyone working on behalf of i4e to sign any and all necessary documents, now and in the future, to perfect, cure, process, or record such assignment of the Inventions to i4e, to sign all documents necessary including all oaths, declarations, power of attorneys or other relevant documents required or requested by i4e to assist i4e to patent, market, license, enforce, assign, or sell the Invention, and any other legal or administrative obligations required. The user may be provided an Invention specific Assignment for each new Invention collaborated on or submitted through i4e. The user agrees that i4e may proceed with any and all activities and efforts to patent, market, license, or sell the invention without user’s continued involvement if user is unavailable, non-responsive, unable or unwilling to sign requested documents, or if i4e determines, in their sole discretion, that such action is appropriate.
i4e may request that the user sign any and all documents by hand or electronically, such as through a click through, and all such signatures will have the same effect as if signed by hand. Electronic signatures may take several forms including the use of a digitally stored replica of user’s signature. The user hereby grants i4e a worldwide license and right to store and use a digital image of the user’s signature as necessary for the purpose of patenting, marketing, licensing, enforcing, assigning, or selling an Invention, in any jurisdiction, in accordance with the terms of this Agreement.
5.5. Equity Portion, Array Revenue Sharing, and Payment
5.5.1. Equity Portion - As consideration for submission and assignment of all interest, right and title in an Invention and all resulting patents to i4e, the user is granted an equity interest, established by the user during the Invention submission process, in Net Revenue generated from the licensing or sale of the resulting patents.
5.5.1.1. A user submitting an Invention without Collaborators is provided several options to select the user's equity with a corresponding initial cost (investment) paid by the user. The user’s selection of equity sets forth i4e’s equity or percentage interest (e.g., if a user selects a 70% equity interest, i4e would have a 30% equity interest in Net Revenues).
5.5.1.2. A user collaborating on an Invention with another Member (Project Leader) negotiates the user's equity interest in the Invention with the Project Leader. The Project Leader will select the Project’s initial cost (investment) and will record the equity interest split between the Collaborators, thereby establishing i4e’s equity or percentage interest.
5.5.2. Array Revenue Sharing – i4e provides a means to share risk across a technology area and reward continued and prolific involvement in the i4e network. In addition to a user’s equity interest in direct revenue generated from an Invention, all patents within a specific technology area are grouped together to form a technology specific Patent Array (e.g., medical devices) for increased marketing and licensing effectiveness. Ten percent of all revenues received by all patents within the technology specific Patent Array is shared equally by all active and issued patents and pending applications within the Patent Array according to the following:
5.5.2.1. All active and issued patents are allocated 200 Patent Array units for each patented technology);
5.5.2.2. All pending applications in the Patent Array are allocated ¼ or 25% of the amount of an issued and active patent (specifically, 50 Patent Array units issued for each patented technology);
5.5.2.3. All invalidated, expired or abandoned patents will not be allocated and will not partake in Revenue Sharing and any and all Patent Array units previously allocated to a patent which has been invalidated, expired, or abandoned will be forfeited.
5.5.2.4. All rejected or abandoned patent applications will not be allocated additional Patent Array units and will only partake in Revenue Sharing for the Patent Array units already allocated. All Patent Array units allocated to a rejected or abandoned patent application will expire 7 (seven) years after issuance and any Revenue Sharing payments received related to the Patent Array units will be the user’s sole compensation, refund, or claim for assignment and participation.
5.5.2.5. All patents which are divisional patents, continuations, continuations-in-part, or related foreign patents will receive ¼ or 25% of the amount of an issued and active Patent (specifically, 50 Patent Array units issued for each patented technology).
5.5.2.6. The Patent Array units will be allocated to the Project Leader, Collaborator(s), and i4e in accordance with the equity splits established by the Project Leader and Collaborators.
5.5.2.7. All patents and patent applications, both foreign and domestic, will forfeit all allocated Patent Array equity units, immediately unless otherwise stated herein, if the patent or patent application is invalidated, abandoned, expires, is rejected, is sold, assigned or transferred including a transfer by i4e, at our sole discretion, including transfers to another Patent Array. i4e retains sole discretion in determining which patents and patent application(s) are assigned to or belong in which Patent Arrays, if any.
5.5.3. Calculation and Payment - i4e will track all revenues and expenses generated from each patent and will report the amount and make payments on a bi-annual basis. i4e may choose to report electronically (via e-mail or some other means) as well as make electronic payments to selected users' accounts (bank, paypal, etc.) and users accept that this may be their sole form of reporting and payment and that they are required to keep all information up to date.
5.5.3.1. Gross Revenues are all proceeds received by i4e as a result of an Invention and resulting patented technology being licensed, sold, or commercialized as a result of i4e’s marketing and licensing efforts.
5.5.3.2. Net Revenues are Gross Revenues less Patent Related Expenses.
5.5.3.3. “Patent Related Expenses” are expenses incurred in the patenting, maintenance, marketing, licensing and enforcement of the Invention. Patent Related Expenses may include (but are not limited to) patent office fees and patent maintenance fees, prototyping fees, engineering fees, outside attorneys fees, travel, printing and mailing charges, long distance telephone, shipping and air express charges, marketing fees, artwork and graphics, expert consulting services, licensing sales materials, special research and related materials, market research, pertinent association dues, fees to auditors to conduct licensee audits and purchases of special materials and publications for licensing program use and related expenses. Patent Related Expenses shall include litigation and enforcement expenses paid to external law firms including hourly based and contingency fee based law firms. In addition, if i4e elects to pursue or handle an enforcement matter internally rather than use an external law firm, then the litigation component of Patent Related Expenses shall be calculated as fifteen percent (15%) of Gross Revenues. Patent Related Expenses may include i4e's routine office expenses such as employee salaries and benefits, local phone expense, rent, and office supplies. Patent Related Expenses may be tracked specifically to each patent, or expenses may be averaged and spread against all patents in a specific Patent Array or within the entire i4e system, or some combination thereof.
5.5.3.4. Direct Net Revenue is calculated as ninety percent (90%) of Net Revenues generated from the license or sale of each patent, which will be paid directly to its equity interest holders while ten percent (10%) of Net Revenues generated from the license or sale of each patent will be allocated to revenue sharing (see Patent Array Revenue Sharing).
5.5.3.5. Patent Array Revenue Sharing is calculated by totaling 10% of Net Revenues of all patents within a Patent Array divided by the total equity units allocated to all patents and patent applications within the Patent Array to determine a per unit payment.
5.5.3.6. Payments relating to each patent are calculated by adding the total of the 90% Net Revenue (Direct Net Revenue) generated from the patent and that patent’s calculated share of Patent Array Revenue Sharing (calculated by multiplying the corresponding equity units for that patent by the per unit payment). Payments for each user are then calculated and distributed based on the equity distributions for an Invention established between the user(s) and between the user(s) and i4e.
Please see the example which provides an illustration of the patent revenue calculation including calculating Direct Net Revenue and Patent Array Revenue Sharing as well as a sample report. Once all Net Revenue is calculated, Invequity will issue payments to all Members of their appropriate equity interest portions on a bi-annual basis relating to the January to June and July to December periods. Based on the availability of information from licensees, i4e will process reporting and payments within a reasonable period of time (e.g., 75 days) from the end of a bi-annual period.
5.5.4. Taxes – Payments to Members have tax implications as income. i4e will provide the appropriate tax information relating to income you have generated from your Invention. As each individual’s tax situation differs, i4e strongly recommends you request guidance from a tax professional on how to best manage your potential tax impact.
5.5.5. Assignment or Sale of User’s Equity Interest – A user may assign or transfer the user's entire equity interest in an Invention to an immediate family member ONLY by sending i4e a notarized written statement requesting the transfer with proof of relation and all relevant information. You are responsible for any and all tax, or other, ramifications for said transfer. Please contact i4e at contact@i4e.com if you need assistance.
If a user wishes to sell the user's entire equity interest in an Invention and has a bona fide offer, the user must submit such bona fide offer to i4e, in writing, and i4e has a right of first refusal for 90 days from the date or receipt by i4e of the bona fide offer to purchase user’s equity interest for the same amount as presented in the bona-fide offered. If i4e elects not to purchase the user’s equity interest, the user may sell the user's entire equity interest and must provide i4e a notarized written statement with all relevant information.
5.6. Reclaiming an Invention/Patent
If i4e has not issued any Payments to a user on the Invention for a period of seven (7) years from the date of patent issuance of the Invention, the user may contact i4e and request to have the Invention or related patents transferred or assigned to the user. To the extent the Invention or related patents were the result of a collaborative effort from more than one Member then all Members which collaborated on the Invention must agree to have the Invention or related patents assigned to the user. In the event the user requests to reclaim an Invention and related patents, the user will be required to pay i4e an amount equal to the difference between $20,000 US Dollars per patent and any amount already paid by the user specifically related to the Invention and related patents to cover all costs associated with i4e’s activities. Should the user license, sell, or commercialize the patent(s) after reclaiming the Invention to companies already contacted or marketed to by i4e, then i4e will be entitled to 20% of all future revenues (gross revenue) generated or received from the license, sale, or commercialization. Any and all requests to reclaim a patent should be directed to i4e.
6. Third Party Services.
Goods and services of third parties may be advertised and/or made available on or through the Website. Representations made regarding products and services provided by third parties are governed by the policies and representations made by these third parties. i4e shall not be liable for or responsible in any manner for any of your dealings or interaction with third parties.
7. Linking to or From the Website.
You cannot link to the Website without i4e's prior written consent. While the Website may have links to the websites of other companies and parties, i4e has no control over those websites. i4e is not responsible or liable for any content, advertising, products, services or other materials on or available from those websites. i4e is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, advertising, products, services or other materials on those websites.
8. Termination
i4e may terminate, with or without cause, a Website user's account and access to the Services without prior notice in its absolute discretion and for any reason. i4e's termination of any user's access to the Website or any Services may be effected without notice and, on such termination i4e may immediately deactivate or delete a user's account and/or bar any further access to such files. i4e shall not be liable to any user or other third party for any termination of that user's Website access or account hereunder. To the extent a user already has Inventions or Projects which have been submitted and accepted by i4e, the user shall continue to receive all relevant payments related to the user’s equity interest in Net Revenue received from those Inventions subject to termination or loss of payments due to fraud, theft, or other related conduct.
To the extent that a user has or had a conflict at the time of Invention or Project collaboration or submission which limited the user’s right or ability to fully assign all interest in the Invention to i4e, the user hereby agrees that the user's equity interest, all allocated Patent Array units, and any ownership claims are hereby waived, belong to i4e, and may be assigned, or transferred, to another person or company without compensation to the user. The user may not attempt to reclaim the patent per Section 5.
To the extent that it is discovered that a user stole, took, or attempted to steal or take another Member’s idea, Project, or invention the user’s account will be terminated and the user automatically forfeits all equity interest, payments, and allocated equity units on all Projects and Inventions. To the extent a user submits a stolen idea, Invention or Project to i4e, the user hereby forfeits all equity interest, allocated Patent Array equity units, and ownership claims so that i4e may attempt to assign and transfer all applicable equity and payments to the rightful owner. The user may not attempt to reclaim the patent per Section 5.
9. Indemnification.
You agree to indemnify and hold i4e and its parents, subsidiaries, affiliates, related parties, officers, directors, members, shareholders, employees, agents, independent contractors, advertisers, partners, and co-branders harmless from any claim or demand, including reasonable attorney's fees, that may be made by any third party, that is due to or arising out of your conduct or connection with i4e, the Website or the Services, your provision of Content, your violation of this Agreement or any other violation of the rights of another person or party.
You understand and agree that i4e may disclose information if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to comply with legal process, enforce this Agreement, or protect the rights, property, or safety of i4e, its users, and the public.
10. Disclaimer of Warranties.
YOU UNDERSTAND AND AGREE THAT YOUR USE OF i4e, THE WEBSITE, THE CONTENT AND SERVICES ARE MADE AVAILABLE AND PROVIDED TO YOU AT YOUR OWN RISK. IT IS PROVIDED TO YOU "AS IS" AND “AS AVAILABLE” AND i4e EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, IMPLIED OR EXPRESS, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. i4e DOES NOT ASSUME ANY RESPONSIBILITY FOR PROMPT OR PROPER DELIVERY, OR RETENTION OF ANY USER INFORMATION OR COMMUNICATIONS BETWEEN USERS.
i4e MAKES NO WARRANTY, IMPLIED OR EXPRESS, THAT (i) i4e, THE WEBSITE, OR SERVICES WILL MEET YOUR REQUIREMENTS, (ii) ANY PART OF THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, TIMELY, SECURE, ACCURATE, RELIABLE, OF ANY QUALITY, (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITE OR SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH i4e, THE WEBSITE OR SERVICES WILL MEET YOUR EXPECTATIONS, AND (IV) THAT ANY CONTENT IS SAFE IN ANY MANNER FOR DOWNLOAD. YOU UNDERSTAND AND AGREE THAT NEITHER i4e NOR ANY USER PROVIDES PROFESSIONAL OR LEGAL ADVICE OF ANY KIND AND THAT USE OF SUCH ADVICE OR ANY OTHER INFORMATION IS SOLELY AT YOUR OWN RISK AND WITHOUT i4e'S LIABILITY OF ANY KIND. YOU UNDERSTAND THAT i4e MAKES NO WARRANTY REGARDING THE DISCLOSURES MADE BY OTHER USERS OF i4e, THE WEBSITE OR SERVICES AND MAKES NO INDEPENDENT INVESTIGATION OF THE CLAIMS MADE BY, OR THE VALIDITY OF, SUCH USERS.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF i4e, THE WEBSITE OR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM i4e, THE WEBSITE OR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
11. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT I4E SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INDICENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSS (EVEN IF i4e HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM OR ARISING OUT OF (I) THE USE OF OR THE INABILITY TO USE i4e, THE WEBSITE OR SERVICES, (II) THE COST TO OBTAIN SUBSTITUTE GOODS AND/OR SERVICES RESULTING FROM ANY TRANSACTION ENTERED INTO ON THROUGH i4e, THE WEBSITE OR SERVICES, (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA TRANSMISSIONS, (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR THROUGH i4e, THE WEBSITE OR SERVICES, OR (V) ANY OTHER MATTER RELATING TO i4e, THE WEBSITE OR SERVICES OR TO YOUR USE THEREOF. IN NO EVENT WILL i4e’S TOTAL CUMULATIVE DAMAGES EXCEED US $100.
IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE i4E (AND ITS OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, AGENTS, SUBSIDIARIES, PARENT CORPORATION, JOINT VENTURES AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
12. Fraud
Without limiting any other remedies, i4e may suspend or terminate your i4e account if i4e suspects that you have engaged in fraudulent activity in connection with i4e, the Website or Services.
13. Reservation of Rights
i4e reserves all of its rights, including but not limited to any and all copyrights, trademarks, patents, trade secrets, and any other proprietary right that i4e may have in i4e, the Website or Services, their content, and the goods and services that may be provided. The use of i4e's rights and property requires i4e's prior written consent. i4e is not providing you with any implied or express licenses or rights by making services available to you and you will have no rights to make any commercial uses of i4e, the Website or Services without i4e's prior written consent.
14. International Use and Legal Compliance
Recognizing the global nature of the Internet, you agree to comply with all applicable domestic and international laws, statutes, local rules, ordinances and regulations regarding your use of i4e, the Website and Services, including but not limited to rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
15. Applicable Law
You agree that this Agreement and any dispute arising out of your use of i4e, its products, the Website or Services shall be governed by and construed in accordance with Virginia law, without regard to its conflict of law provisions. By registering or using the Website and Services you consent and submit to the exclusive jurisdiction and venue of Loudoun County, Virginia.
16. Resolution of Disputes
In the event a dispute arises between you and i4e, i4e's goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and i4e agree that any claim or controversy at law or equity that arises out of this Agreement, the Website or Services (a “Claim” or the "Claims") shall be resolved in accordance with one of the subsections below or as otherwise mutually agreed upon in writing by the parties.
16.1. Amicable resolution. Before resorting to the other alternatives below, i4e strongly encourages you to first contact i4e directly to seek an amicable resolution through dialog.
16.2. Alternative Dispute Resolution. Alternatively, i4e will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation, as an alternative to litigation.
16.3. Binding Arbitration. For any Claim (excluding Claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, you or i4e have the right to elect to resolve the dispute through binding arbitration conducted by telephone, on-line and/or based solely upon written submissions where no in-person appearance is required. If in-person appearance is required, it shall be held in Loudoun County, Virginia or, upon written agreement by i4e, another location mutually agreed upon by the parties. In all such cases, the arbitration shall be administered by the American Arbitration Association in accordance with its applicable rules, or upon written agreement by i4e, any other established alternative dispute resolution provider mutually agreed upon by the parties. Any judgment on the award rendered as a result of the arbitration may be entered in any court having jurisdiction thereof.
16.4. Court. Alternatively, you or i4e have the right to elect to submit any Claim for adjudication by a court of competent jurisdiction located in or, if applicable, the federal court having jurisdiction over, Loudoun County, Virginia. You and i4e agree to submit to the personal jurisdiction of the courts located in or, if applicable, the federal court having jurisdiction over, Loudoun County, Virginia.
16.5. Improperly Filed Claims - All Claims you bring against i4e must be resolved in accordance with this Resolution of Disputes Section. All Claims filed or brought contrary to the Resolution of Disputes Section shall be considered improperly filed. Should you file a Claim contrary to the Resolution of Disputes Section, i4e may recover attorneys' fees plus costs, provided that i4e has notified you in writing of the improperly filed Claim, and you have failed to promptly withdraw the Claim.
17. Miscellaneous Terms
Your relationship with i4e is not one of agency or partnership and neither you nor i4e shall be deemed to be a partner, employee, fiduciary, agent or representative of the other by your use of i4e, the Website and Services. You may not assign or transfer your rights to any third party. The terms and conditions in the Agreement are severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall still be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions. If i4e fails to enforce any provision of the Agreement it shall not constitute a waiver of such provision. The Terms of this Agreement may be modified by i4e posting changes to the Terms on the Website. Each time you access the Website, you will be deemed to have accepted any such changes in effect at the time of access. i4e may assign its rights and obligations under this Agreement. This Agreement will inure to the benefit of i4e’s successors, assigns and licensees. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of the Terms of this Agreement, or to exercise any right thereunder, will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect. This Agreement, the Terms, any and all linked terms and the documents incorporated by reference constitute the entire understanding between us regarding your access to, license and use of i4e, the Website and Services, and they supersede any prior agreements, statements or representations with respect to the same.
18. Copyright Infringement Policy
In compliance with the Digital Millennium Copyright Act ("DMCA"), i4e has established the procedure outlined below to address alleged copyright infringement on the Website. If you believe that your work has been copied and has been posted to the Website in a way that constitutes copyright infringement, you may provide i4e with notice of your complaint by providing i4e’s Designated Copyright Agent with the following information in writing:
18.1. the electronic or physical signature of the owner of the copyright or the person authorized to act on the owner's behalf;
18.2. identification of the copyrighted work that you claim has been infringed;
18.3. identification of the material that is claimed to be infringing, with information about its location reasonably specific to permit i4e to locate the material;
18.4. your name, address, telephone number, and email address;
18.5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
18.6. a statement, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf.
To be effective, your notification must be in writing and include the above information. i4e’s Designated Copyright Agent to receive your notification can be contacted in writing at:
i4e
Intellectual Property Manager
1763 Fountain Drive, Suite 105
Reston, VA20190
contact(at)i4e(dot)com
i4e, in its sole discretion, reserves the right to refuse additional Content from Members who have posted allegedly infringing material, and/or delete the material, or to terminate such Members' accounts.
After receiving a notification, i4e will process and investigate the notification and will take appropriate actions under the DMCA and other applicable intellectual property laws. Upon receipt of a notification that complies or substantially complies with the DMCA (as set forth above), i4e will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity, and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. i4e will promptly take reasonable steps to notify the Member that is the subject of the notification that it has removed or disabled access to such material.
If you are subject to a notification, you may provide i4e with a counter notification by providing i4e's Designated Copyright Agent the following information in writing:
18.a. your physical or electronic signature;
18.b. identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
18.c. a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
18.d. your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which i4e may be found and that you will accept service of process from the person who provided the initial notification of alleged infringement.
Upon receipt of a proper counter notification under the DMCA (as set forth above), i4e will promptly provide the person who provided the initial notification with a copy of the counter notification and inform that person that it will replace the removed material or cease disabling access to it in ten (10) business days. Additionally, i4e will replace the removed material and cease disabling access to it not less than ten (10), nor more than fourteen (14) business days following receipt of the counter notice, unless i4e’s Designated Copyright Agent first receives notice from the person who submitted the initial notification that such person has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on the Website.
In the event of a judicial action solely taken pursuant to this Section 18, the jurisdiction and venue provisions set forth in Sections 15 and 16, above, will be superseded by this Section 18.
19. Copyright and Trademark Notice
This Website and its Contents Copyright (c) 2006 Invequity, LLC. All rights reserved.
i4e, i4e.com and all the brands of other i4e products and services shown herein are the trademarks or registered trademarks of i4e or its affiliates. You agree not to display or use these trademarks in any manner without i4e’s prior written permission. Other trademarks belong to their respective owners.
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