Thank you for your interest in the PriorIP service. These Terms of Use govern use of the PriorIP service ("Service") at www.prior-ip.com (the "Site") and form a legally binding agreement between you and PriorIP, Inc. ("PriorIP"). If you do not wish to be bound by these Terms of Use, do not accept them and discontinue using and accessing the Site and Service immediately. The Terms of Use are applicable to your use of the Site and Service regardless of how you accessed it. Please contact PriorIP at support@prior-ip.com if you have any questions about these Terms of Use.

Certain users of the Service may be employed by or otherwise affiliated with organizations that have executed a written, signed agreement with PriorIP regarding the Service. In such case, these Terms of Use do not change or alter such agreement, and if applicable such agreement is incorporated by reference herein and you agree to be bound the terms of such agreement. In the event of any express conflict between the term of such written agreement and these Terms of Use, the terms of the written agreement shall control.

Content

If you provide any content to PriorIP or other PriorIP users in connection with your use of the Site or the Service ("Provided Content"), including but not limited to descriptions of licensable intellectual property, then the intellectual property rights associated with the Provided Content remain solely with you. However, you grant PriorIP the perpetual, fully-paid, royalty-free, sublicensable, non-exclusive, and transferable right to use, publish, transmit, display, copy and distribute the Provided Content, in any and all formats and platforms (whether currently existing or developed in the future), in connection with the Site and Service and related publications, databases and materials, including marketing materials. You also agree that PriorIP may make minor modifications to the Provided Content to meet technical requirements.

You represent and warrant that the Provided Content: (a) is owned by you, or you have the full right to provide the Provided Content to PriorIP and grant the above license; (b) does not infringe or misappropriate any copyright, trademark, trade secret or other intellectual property right; (c) does not violate any person's right of privacy or publicity; (d) does not contain any unlawful, obscene, defamatory or libelous material, and (e) to the best of your knowledge, is accurate and complete. You also represent and warrant that your disclosure of the Provided Content is not in breach of any obligation of confidentiality that you have to any other person or organization.

The Site also contains content that PriorIP creates as well as content provided or made available by third parties ("Content"). This Content may include, among other things, information regarding pending and published patents. All Content is provided "as-is" as a convenience. You should contact the official governing patent office for obtaining certified copies of patent information and patent files if desired.

Your Use of the Site

You are solely responsible for your actions and communications undertaken or transmitted using the Service. You agree that, to the best of your knowledge, any information you provide through the Service will be accurate and truthful. PriorIP reserves the right to review the content and communications you submit to the Site in order to ensure compliance with these Terms of Use.

You may not use the Service or Site to:

• engage in or facilitate illegal activity;
• upload, transmit, or otherwise distribute any viruses or other harmful, disruptive or destructive files;
• interfere with or disrupt networks, systems, and/or computers connected to the Service. You agree to comply with all regulations, policies, and procedures of such networks and systems.
• Defame, abuse, harass, stalk, threaten, or otherwise violate the legal right of others;
• Other than descriptions of intellectual property available for licensing or sale, advertise or offer to sell any goods or services for any commercial purpose unless you have our written consent to do so;
• Restrict or inhibit any other user from using the Service or Site;
• Collect or store personal information about other end users;
• Impersonate any person or entity, including, but not limited to, a PriorIP representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
• Forge headers or manipulate identifiers or other data in order to disguise the origin of any content transmitted through the Site or to manipulate your presence on the Site.

Any transactions, communications or other activities between you and other users on the Site, including any transactions or licensing of intellectual property listed on the Site, are solely between you and the user. PriorIP will not be responsible for loss or damage of any kind incurred as the result of your transactions or communications with third parties. Any questions, complaints or claims related to any intellectual property listed on the Site should be directed to provider of such listing.

User Information and Passwords

Access to certain parts of the Service may require a user name and password. You represent and warrant that all user information that you provide to PriorIP in connection with obtaining a user name and password is accurate and complete. In the event that any of your user information changes in the future, you will promptly provide PriorIP with updated information.

You are solely responsible in all respects for: (a) all use of the Service made using your user name and password, and (b) maintaining the confidentiality of your user name and password. Only one individual may access the Service at the same time using the same user name and password. You agree to notify us immediately of any unauthorized use of your email address, user name or password or any other breach of security regarding the Site of which you are aware.

DO NOT SHARE YOUR PASSWORD WITH ANYONE. If you know or suspect that your user name or password has been compromised, change your password immediately.

Intellectual Property Rights

PriorIP and/or its suppliers are the sole owners of the Service and the Site, including the Site's text, sound or video clips, look and feel, graphics and logos. You agree not to reverse engineer, modify, publish, create derivative works of, copy, or distribute the Site or Service.

You agree to access the Site or Service only through the interface that is provided by PriorIP for use in accessing the Site. You agree not to use any automated means, including but not limited to agents, robots, scripts, spiders, and screen scraping tools, to access, monitor, download or copy any part of the Site or its Content, unless PriorIP has provided prior written consent.

PriorIP grants you a limited license to access and make personal use of the Site and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of PriorIP. This license does not include any resale or commercial use of the Site or its Content; any collection and use of any descriptions of intellectual property; or any derivative use of the Site or its Content (all of which uses are expressly prohibited). You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of PriorIP without PriorIP's written consent. You may not use any meta tags or any other "hidden text" utilizing PriorIP's name or trademarks without the express written consent of PriorIP. Any unauthorized use terminates the permission or license granted by PriorIP.

Disclaimer of Warranties

All information, Content, services, materials, software, tools or other items associated with the Service or the Site are provided "as is" without any warranty of any kind, either expressed or implied, including without limitation the implied warranties of merchantability, noninfringement and fitness for a particular purpose. Without limiting the foregoing, neither PriorIP nor its suppliers warrant the quality, accuracy, completeness, or currentness of any Content on the Site. Neither PriorIP nor its suppliers warrant that the Service or Site will be uninterrupted or error free.

Limitation of Liability

Any risk arising out of use or performance of the Service, the Site or Content, information, services, materials, software, or other items related thereto remains entirely with you. Under no circumstances will PriorIP or its suppliers be liable for any damages whatsoever arising out of the use or performance of the Site or Content, information, services, materials, software, tools or other items related thereto, including but not limited to direct, indirect, special, consequential, or exemplary damages, or loss of profit or revenue, even if advised of the possibility of such damages. This limitation applies to all causes of action in the aggregate including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentation and any other tort. In the event the foregoing limitation of liability shall be for any reason held unenforceable or inapplicable, you agree that the aggregate liability of PriorIP and its suppliers to you shall not exceed five hundred dollars ($500).

Neither PriorIP nor its suppliers will have any liability for any loss or damage to third parties resulting from this Agreement.

Indemnification

You hereby agree to indemnify, defend and hold PriorIP and all of its officers, directors, owners, employees, agents, information providers, affiliates, partners, and licensors (collectively, the "PriorIP Parties") harmless from and against any and all liability, damages, injuries, losses, costs, and expenses (including attorneys' fees) incurred by any PriorIP Party in connection with any claim, including, but not limited to, claims for defamation, violation of rights of publicity and/or privacy, or copyright infringement arising out of:

• Your use of the Site;
• Any transaction between you and another user of the Site;
• Any use or alleged use of your user name by any person, whether or not authorized by you;
• The content that you submit to the Site;
• Your breach of any your representations, warranties or covenants in these Terms of Use; and
• Your violation of the rights of any other person or entity relating to the Service or Site.

PriorIP reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.

Suspension

PriorIP may at its discretion suspend or terminate operation of the Site for maintenance or other reasons. In addition, technical and other issues may make the Site unavailable from time to time.

Enforcement

In the event PriorIP determines, in its sole discretion, that you have violated these Terms of Use, PriorIP shall have the right to immediately suspend your access to the Site and Service without prior notice to you, and/or pursue any other remedies available to it under applicable law.

Arbitration

PriorIP may elect to resolve any controversy or claim arising out of or relating to these Terms or the Site by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Atlanta, Georgia, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Either party may seek any interim or preliminary relief from a court of competent jurisdiction in Atlanta, Georgia, necessary to protect the rights or the property of you or PriorIP (or its agents, suppliers, and subcontractors), pending the completion of arbitration.

Miscellaneous

PriorIP's failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

You agree that any claim or cause of action arising out of or related to use of the Site or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.

These Terms of Use, including all terms, agreements, and policies that are incorporated into these terms by reference, constitute the entire agreement between you and PriorIP and govern your use of the Site, superseding any prior agreements, documents or communications relating to the subject matter of these Terms of Use.

These Terms of Use are governed by the laws of Georgia, USA, without regarding to its internal rules regarding conflicts of law.

If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the Terms of Use shall continue in effect.

PriorIP shall have no liability for any failure or delay resulting from any condition beyond the reasonable control of PriorIP, including but not limited to governmental action or acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures and Internet disturbances.

Privacy Policy

All of the information that we collect from you on the Site or through the Service is subject to the privacy policy described here: http://www.prior-ip.com/privacy-policy.

Changes to the site and this Document

PriorIP reserves the right, in its sole discretion, to modify or change these Terms of Use at any time by posting the changes to the Site. Your continued use of the Site or Service following the posting of such changes constitutes acceptance of those changes. PriorIP will provide notice of material changes to registered users of the Service.

We also reserve the right to modify the Site and the Service at any time without prior notice to you.