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FLIPIP.COM

TERMS OF USE

PLEASE NOTE: YOU ARE ENTERING INTO A LEGALLY BINDING AGREEMENT
These “Terms of Use” set forth the terms and conditions that apply to your use of www.flipip.com and any associated mobile applications (collectively, the “Web Site”). By using the Web Site, you agree to comply with all of the Terms of Use set forth herein. The right to use the Web Site and these Terms of Use are personal to you, and are not transferable by you to any other person or entity.
WHEN YOU CLICK THE “I ACCEPT” BUTTON DURING THE LOG-IN PROCESS, OR IF YOU OTHERWISE ACCESS OR USE THE WEB SITE, YOU AGREE TO AND ARE BOUND BY THESE TERMS OF USE. FLIPIP IS WILLING TO GRANT YOU ACCESS TO THE WEB SITE ON THE CONDITION THAT YOU ACCEPT ALL THE TERMS OF THESE TERMS OF USE. IF YOU DO NOT AGREE WITH THESE TERMS OF USE, DO NOT ACCESS OR USE THE WEB SITE IN ANY WAY.

As provided below, FlipIP may update these Terms of Use at any time, without notification to you, and you should review these Terms of Use from time to time by accessing the Web Site. Your continued use of the Web Site shall be deemed irrevocable acceptance of any such revisions. The right to use the Web Site and these Terms of Use are personal to you, and are not transferable by you to any other person or entity.

1. Copyrights, Trademarks, and Patents
The materials found on the Web Site are protected by United States and other copyright laws. The selection, arrangement, and presentation of all materials (including information in the public domain), and the overall design of the Web Site are copyright © FlipIP, LLC (“FlipIP”), all rights reserved. Permission is granted to view and print materials from the Web Site for the non-commercial purpose of viewing, reading, and retaining for reference. Any other copying, distribution, retransmission or modification of information or materials on the Web Site, whether in electronic or hard copy form, without the express prior written permission of FlipIP, is strictly prohibited.
“FlipIP” and other trademarks and/or service marks (including logos and designs) found on the Web Site are trademarks/service marks that identify FlipIP and the goods and services that it provides. Such marks may not be used under any circumstances without the prior written authorization of FlipIP. Portions, features, and/or functionality of the products of FlipIP or its affiliates, suppliers, or partners are, or may be, protected by United States and/or foreign patents, as well as patents pending.
No person is authorized to use, copy, or distribute any portion of the Web Site including related graphics.

2. Links to Third-Party Web Site
The Web Site may provide hyperlinks to third-party web sites as a convenience to users of the Web Site (each, a “Third-Party Site”). FlipIP does not control Third-Party Sites, and is not responsible for the contents or activities of any Third Party Sites or any hyperlinks contained therein. FlipIP does not endorse, recommend, or approve any Third-Party Site, and will have no liability to any person or entity for the content or use of the content available through such hyperlink.

3. Children’s Issues.
The Web Site is not directed for use by children under eighteen (18) years of age without adult supervision. Children under such age must not use the Web Site or services offered on it without adult supervision, and are not permitted to become members of the Web Site or to otherwise submit any personally identifiable information. By visiting or using the Web Site or accepting these Terms of Use, you represent and warrant to FlipIP that you have reached the age of majority in your jurisdiction, and that you have the right, authority, and capacity to agree to and abide by these Terms of Use.

4. Use of the Web Site
The Web Site includes a platform for users to submit patents and other intellectual property to FlipIP for evaluation and potential acquisition (collectively, the “Intellectual Property”). FlipIP may agree to acquire the rights to certain Intellectual Property submitted for evaluation, and may also work with Intellectual Property owners for formulate and implement a monetization strategy to maximize the value of such Intellectual Property. The terms for acquisition and monetization of any such Intellectual Property will be established based on arm’s length negotiations, and will be memorialized in a Customer Agreement (as defined below) to be entered into between FlipIP (or its affiliate), on one hand, and the owner or owners of the Intellectual Property, on the other hand.

You represent and warrant to FlipIP that you have used and will use the Web Site in a manner consistent with any and all applicable laws and regulations, including without limitations those related to data privacy and security. You also represent and warrant to FlipIP that any information that you provide in connection with the submission of any Intellectual Property for evaluation is true, accurate, and complete in all respects.

FlipIP does not render legal, brokerage, or other professional advice or services. FlipIP may make changes to its products and/or services at any time and without notifying you or receiving your consent.

As a user of the Web Site, you may be required to submit certain information that will help us to evaluate your Intellectual Property and provide you with information about our products, including your name, address, e-mail address, telephone number, and other information. FlipIP is not responsible for any information, material, or ideas submitted on the Web Site. More specifically, FlipIP does not represent or guarantee the truthfulness, accuracy, or reliability of any content or other communications posted by users, nor does it endorse any opinions expressed by users. You acknowledge that any reliance on material posted by other users will be at your own risk, and that you will also remain solely responsible for any inaccurate or incomplete information that you provide on the Web Site. Any information, materials, or idea submitted on the Web Site (including as related to Intellectual Property) will be considered non-confidential and non-proprietary, except to the extent set forth in the Web Site’s Privacy Policy, which you are encouraged to review, and which is incorporated herein by reference.

To the extent you are accessing any portion of the Web Site requiring a login ID or a password, you are responsible for all use of the Web Site made using your login ID and password, whether or not the use is made by you or someone else using that information. You are responsible for protecting and securing your login ID and password from unauthorized use, and you agree to indemnify FlipIP and its members, managers, officers, agents, and affiliates against all loss or damage arising from such unauthorized use. If you believe there has been a breach of security of your login ID or password, you agree to notify us immediately.

Visitors to the Web Site are prohibited from posting or transmitting any material that: (a) is in violation of any applicable law or regulation; (b) infringes upon the copyright, trademark, trade secret, or other intellectual property rights of others; (c) violates the privacy, publicity, or other personal rights of others, (d) is defamatory, obscene, threatening, abusive or hateful; (e) contains any viruses, corrupted files, or similar software; (f) falsifies or deletes any author attributions or other similar notices or proprietary designations; or (g) otherwise violates any applicable code of conduct or other guideline that is applicable to such material. Further, you may not use the Web Site to: (i) advertise or offer to sell or buy any goods or services, other than providing requested information concerning your Intellectual Property; or (ii) conduct or forward surveys, contests, pyramid schemes, chain letters, or similar items or communications.

Users are also prohibited from violating or attempting to violate the security of the Web Site. More specifically, you are prohibited from doing any of the following: (i) accessing data not intended for you or logging into a server or account that you are not authorized to access; (ii) attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measure; (iii) attempting to interfere with Web Site service, including submitting a virus, overloading, “flooding”, “spamming”, “mailbombing” or “crashing”; or (iv) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Violations of system or network security may result in civil or criminal liabilities. FlipIP reserves the right to investigate such violations, and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

Although under no obligation to do so, FlipIP reserves the right to review and remove any content that, in its sole judgment, violates these Terms of Use, violates applicable laws, rules, or regulations, or that is otherwise abusive, disruptive, offensive, harmful, or illegal. FlipIP reserves the right to expel users and members of the Web Site and to prevent their further access to the Web Site if they violate our Terms of Use. Further, we reserve the right to take any action that we deem appropriate with respect to user content in order to prevent potential liability, damage to our brand or public image, or damage to our relationship with our vendors or suppliers.

When you submit postings, comments, or other content to the Web Site (including without limitation any information concerning your Intellectual Property), you grant us a limited, non-exclusive, royalty-free, transferable right and license to copy, use, distribute, reproduce, modify, display, perform, create derivative works from, store and otherwise use such content, in any media known now or in the future, and you represent that you have sufficient rights in the content to make this grant.

5. No Representations or Warranties; Limitations on Liability
The information and materials on the Web Site could include technical inaccuracies or typographical errors. Changes are periodically made to the information contained therein. FLIPIP AND/OR ITS SUPPLIERS, AGENTS, OR AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY INFORMATION, MATERIALS OR GRAPHICS ON THE WEB SITE, ALL OF WHICH IS PROVIDED ON A STRICTLY “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND AND HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES WITH REGARD TO ANY INFORMATION, MATERIALS OR GRAPHICS ON THE WEB SITE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES SHALL FLIPIP OR ITS SUPPLIERS, AGENTS, OR AFFILIATES BE LIABLE UNDER ANY THEORY OF RECOVERY, AT LAW OR IN EQUITY, FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, SPECIAL, DIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO LOSS OF USE OR LOST PROFITS), ARISING OUT OF OR IN ANY MANNER CONNECTED WITH THE USE OF INFORMATION OR SERVICES, OR THE FAILURE TO PROVIDE INFORMATION OR SERVICES, FROM THE WEB SITE. FURTHER, NO RESPONSIBILITIES ARE ACCEPTED FOR ANY DAMAGE AND/OR DELAY DUE TO SICKNESS, PILFERAGE, LABOR DISPUTES, BANKRUPTCY, MACHINERY BREAKDOWN, QUARANTINE, GOVERNMENT RESTRAINTS, WEATHER, TERRORISM, OR OTHER CAUSES BEYOND FLIPIP’S CONTROL.

FlipIP may acquire the rights to certain Intellectual Property submitted for evaluation, and may also work with Intellectual Property owners to formulate and implement a monetization strategy to maximize the value of such Intellectual Property. FlipIP may elect (or elect not to) acquire or monetize any given item of Intellectual Property in its sole and absolute discretion. The terms for acquisition and monetization of any such Intellectual Property will be established based on arm’s length negotiations, and will be memorialized in a Customer Agreement to be entered into between FlipIP (or its affiliate), on one hand, and the owner or owners of the Intellectual Property, on the other hand. FLIPIP OFFERS NO ASSURANCES THAT ITS TERMS FOR ACQUISITION OR MONETIZATION OF ANY GIVEN INTELLECTUAL PROPERTY REPRESENT THE BEST OR FAIREST OFFER AVAILABLE, OR EVEN THAT SUCH TERMS CAPTURE OR APPROXIMATE THE FAIR MARKET VALUE OF SUCH INTELLECTUAL PROPERTY. FURTHER, FLIPIP OFFERS NO ASSURANCES THAT ITS INTENDED COMMERCIALIZATION OR MONETIZATION STRATEGY WILL BE SUCCESSFUL, OR WILL ACHIEVE ANY PROJECTED OR DESIRED RESULT. IT IS UP TO EACH INDIVIDUAL OWNER OF INTELLECTUAL PROPERTY TO MAKE HIS OR HER OWN EVALUATION AND DETERMINE WHETHER OR NOT TO ENTER INTO A CUSTOMER AGREEMENT FOR THE ACQUISITION OR MONETIZATION OF ANY INTELLECTUAL PROPERTY.

If you are a California resident, you waive, to the extent applicable, 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.”

6. Indemnification
You agree to indemnify, defend and hold harmless FlipIP, and its officers, managers, members, employees, agents, and affiliates, and their respective successors and assigns, from and against any and all loss, costs, expenses (including reasonable attorneys’ fees and expenses), claims, damages and liabilities related to or associated with your use of the Web Site, your violation of any of these Terms of Use, or any misrepresentation of any representation or warranty made by you under these Terms of Use, under the terms of your Customer Agreement, or as part of your submission of any Intellectual Property for evaluation by FlipIP.

7. Governing Law and Jurisdiction
These Terms of Use constitute a contract made under, and shall be governed by and construed in accordance with, the laws of the State of Ohio. Any dispute related to these Terms of Use or the Web Site will be submitted to binding arbitration in Cleveland, Ohio, pursuant to the Commercial Arbitration Rules of the American Arbitration Association; provided, however, that either party may seek preliminary injunctive or other equitable relief pending arbitration to prevent irreparable harm. Any dispute you may have with respect to the Web Site or these Terms of Use must be commenced by you within one year after it arises.

8. Changes to These Terms of Use
These Terms of Use were last updated on September 2, 2016. We may update our Terms of Use as our policies and procedures change from time to time. Without limiting the foregoing, FlipIP reserves the right to change the Terms of Use under which this Web Site or mobile applications are offered at any time. We encourage you to periodically review this page to become aware of any changes. When you log-in or otherwise continue to use the Web Site, you will be using the Web Site subject to these Terms of Use (as updated). To the extent that any modification to these Terms of Use is deemed invalid or ineffective, for any reason, the terms and conditions of these Terms of Use as in effect immediately prior to such modification shall remain in effect and shall be controlling.

9. Entire Agreement
These Terms of Use, including the documents referenced by and incorporated into this document, constitute the entire agreement between you and FlipIP, and such Terms of Use govern your use of our Web Site, superseding all prior or contemporaneous agreements, understandings, or representations. You also may be subject to additional terms, conditions, and agreements concerning your Intellectual Property or otherwise concerning your purchase or use of specific FlipIP products and services (in each case, a “Customer Agreement”). In the event of any conflict or ambiguity between these Terms of Use and your specific Customer Agreement, the terms of your Customer Agreement will prevail.

10. Contact Information
Questions or comments regarding the Web Site or these Terms of Use should be sent by e-mail to info@flipip.com or by U.S. mail to FlipIP, 675 Alpha Drive, Suite E, Highland, Heights, Ohio 44143. You can also call us at (216) 902-8500 or you can submit a comment through the “contact” portion of our Web Site.