Joint Development Foundation Projects, LLC, SPIF Series (“SPIF,” “we” or “our”) provides a tool for recommending conversions from unnormalized patent identification numbers to a SPIF compliant format (collectively, the “SPIF Services”). These Terms of Service (the “Agreement”) govern your access to and use of the SPIF Services and constitutes a binding legal agreement between you and SPIF. If your use the SPIF Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you”, “your” and “Customer” will refer and apply to that company or other legal entity.
If you have been granted access to and use of the SPIF Services by and on behalf of the primary account holder, whether directly or through an administrator, you also agree to abide by this Agreement. In addition to this Agreement, Customer’s use of the SPIF Services is governed by the SPIF Privacy Policy.
Access to SPIF. SPIF currently provides the SPIF Services to Customer. SPIF may add, remove, suspend, discontinue, modify or update the SPIF Services at any time, and without notice to the Customer. After the effective date of such update, SPIF shall bear no obligation to run, provide or support legacy versions of the SPIF Services.
License to SPIF Services. Subject to the terms and conditions of this Agreement SPIF grants Customer a limited, revocable, non-exclusive, non-sublicensable, non-transferable right and license to use the SPIF Services solely for the purposes of exporting patent data in standardised SPIF format.
SPIF metrics. As part of the provision of SPIF Services, SPIF collects and generates SPIF format exports. Certain, limited SPIF metrics are published on SPIF’s website. Customer acknowledges and agrees that all SPIF Link Metrics are owned by SPIF, and that SPIF has the right to use, license, sell or otherwise dispose of these metrics. SPIF does not make all SPIF metrics available to Customer. Customer may not combine any SPIF Link Metrics with any personally identifiable information and may not sublicense, sell, syndicate or otherwise share SPIF Link Metrics with any third party.
Compliance Monitoring. SPIF may monitor Customer’s use of the SPIF Services for compliance with the Agreement. If SPIF observes usage of the SPIF Services that it believes are not in compliance with the Agreement, SPIF reserves the right to suspend or terminate Customer’s use of the SPIF Services. SPIF reserves the right to suspend Customer’s use of the SPIF Services without notice in the event that it believes the security of Customer’s SPIF account has been compromised, or the Customer’s SPIF account is being used for an unlawful purpose.
Interference with SPIF. You must not do anything to interfere with or disrupt the integrity or performance of SPIF, or attempt to decompile, disassemble, reverse engineer or use any other means to attempt to discover any source code, algorithms or trade secrets underlying all or any part of SPIF.
Customer Services. SPIF shall have no liability for any Customer product or service accessed through or making use of the SPIF Services. Customer shall not use the SPIF Services in any manner implying any partnership with or endorsement of the Customer Service by SPIF.
Customer Content. Customer hereby grants to SPIF an irrevocable, perpetual, non-exclusive, sublicensable, transferable, royalty-free, worldwide license, to use, copy, import, display, reproduce, perform, distribute, create derivative works, alter or modify all patent information and other information provided by Customer to SPIF (“Customer Content”) in connection with the provision, operation and promotion of the SPIF Services.
Agreement Term. This Agreement shall commence on the date the Customer accepts this Agreement by creating an account (“Effective Date”) and remain in effect for the duration of the term selected by Customer, unless otherwise terminated as permitted herein.
Right to Terminate. SPIF may terminate this Agreement immediately in its discretion. Upon expiration or termination of this Agreement, all applicable rights and access granted to Customer shall automatically terminate and Customer and its personnel shall cease any further use of the SPIF Services and return, or, if directed by SPIF, destroy, all confidential information of SPIF. Any section of this Agreement which by its nature would survive such expiration or termination shall so survive.
Customer Content Warranties. Customer represents and warrants that (1) Customer Content and all information on which the SPIF metrics are based, and the receipt, collection, use and provision thereof shall not infringe or violate any third party rights (2) the Customer Content was received, collected, used and provided to SPIF in compliance with all applicable laws (3) it has obtained all necessary consents and approvals for in connection with, its receipt, use and/or provision of the Customer Content; and (4) that none of the Customer Content contains any personally identifiable information.
Security breach. Customer warrants that in the event of any security breach or unauthorized access to any SPIF Services, Customer will immediately investigate such breach and notify SPIF in writing, and take all corrective action necessary to remedy such breach and/or comply with applicable law and requirements of SPIF, all at Customer’s cost.
No other warranties. The parties agree that the representations and warranties set out in this Agreement are in lieu of and exclude all other terms, conditions or warranties implied by statute, law or otherwise as to the merchantability, satisfactory quality or fitness for any particular purpose of SPIF, to the fullest extent permitted by law.
Ownership. Except for any Customer content, Customer acknowledges and agrees that SPIF is the sole and exclusive owner of all right, title and interest in and to the SPIF Services and SPIF metrics and all related documentation and code (“SPIF Materials”). Nothing in this Agreement or any other document shall be deemed to transfer ownership of the SPIF Materials. Except for the limited license rights expressly granted herein, no rights to SPIF Materials are granted hereunder and all rights in such SPIF Materials are reserved.
License Restrictions. Customer shall not share access credentials shall not, and shall not permit any third party to: (1) access the Services or export data from the Services to create a service, software, documentation or data for a standard patent information format service other than SPIF or create a service that is competitive with, substantially similar or confusingly similar to any aspect of the SPIF Services (2) use, modify, display, perform, copy, disclose or create derivative works of the SPIF Services (3) reverse engineer, decompile, disassemble, mimic, screen-scrape, frame or mirror the SPIF Services, or use any other means to attempt to discover their source code except as expressly permitted herein; (4) transmit harmful, disabling or malicious code or devices, or infringing, defamatory, unlawful, misleading, fraudulent, abusive, indecent or otherwise offensive content, or content that contains someone’s personal information through the SPIF Services; (5) access via automated or unauthorized means, interfere with, disrupt or attempt to monitor, override access or circumvent security measures for, the SPIF Services or related systems, including via robots, spiders and other electronic methods; and (6) obscure, remove or alter any proprietary rights or other notices on the SPIF Services.
Technical Restrictions. Customer shall not exceed the number and/or frequency of usage or other access to or use of SPIF Services in the relevant documentation or as otherwise stipulated SPIF. If SPIF believes that Customer has attempted to exceed or circumvent these limitations, SPIF may suspend or block Customer’s access to the SPIF Services. SPIF may monitor Customer’s use of the SPIF Services, including to ensure Customer’s compliance with this Agreement.
Trademarks. SPIF grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use SPIF’s names, logos, designs, and other trademarks incorporated into the SPIF Services (“SPIF Marks”) during the Term and solely for the purposes of displaying such notice as part of the SPIF Services.
Attribution. You must not remove, alter or otherwise interfere with any of the trademarks or trade names of SPIF or its licensors, or any notices contained in the SPIF Reports, and shall ensure that all those such trademarks, trade names and notices are reproduced completely and legibly on all SPIF Reports. Where you reproduce all or part of a SPIF Report, you must ensure that the copy includes the following attribution: “Source: SPIF, © SPIF 2021, all rights reserved]
SPIF DISCLAIMERS. SPIF SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. SPIF DOES NOT WARRANT THAT: (1) THE SPIF SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (2) PATENT FORMATS AND DATA OR THE SPIF SERVICES WILL BE ACCURATE, ERROR-FREE OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; (3) THE SPIF SERVICES ARE SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (4) THE RESULTS OF USING THE SPIF SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR ANY OF ITS OR ITS PERSONNEL’S OR CUSTOMERS’ BUSINESS NEEDS; OR (5) THE SPIF SERVICES WILL BE UNINTERRUPTED OR THAT ANY INTERRUPTION WILL BE CORRECTED IN A TIMELY MANNER. CUSTOMERS USE OF THE SPIF SERVICES AND SPIF LINK METRICS IS SOLELY AT ITS OWN RISK.
FURTHER, SPIF MAKES NO REPRESENTATIONS OR WARRANTIES AND SHALL ASSUME NO LIABILITY AMOUNTS OR INDEMNITY OBLIGATIONS WITH RESPECT TO ENSURING THAT CUSTOMER’S USE OF THE SPIF SERVICES COMPLY WITH ANY LAWS OR REGULATIONS AND CUSTOMER SHALL BE SOLELY LIABLE FOR SUCH COMPLIANCE. SPIF SHALL BEAR NO RESPONSIBILITY FOR THIRD PARTY PRODUCTS OR SERVICES (E.G., OPEN SOURCE SOFTWARE, SOCIAL MEDIA PLATFORMS, THIRD PARTY MATERIALS OR FOR HOST OR APP STORE PROVIDERS). SPIF DOES NOT WARRANT THAT THE SPIF SERVIVCES WILL BE CORRECT, ACCURATE, TIMELY OR OTHERWISE RELIABLE. SPIF HEREBY DISCLAIMS ANY LIABILITY FOR ANY USE OR RELIANCE ON THE SPIF SEVICES OR DATA BY CUSTOMER AND THIRD PARTIES.
Customer Indemnification. Customer will defend, indemnify and hold harmless SPIF, its parents, subsidiaries, affiliates and their employees, officers, directors, successors and assigns (“SPIF Indemnitees”) from and against any third party claims and actions, and resulting damages, liabilities and costs (including reasonable attorneys’ fees and expenses) incurred by SPIF Indemnitees arising out of or directly or indirectly related to (1) the Customer Content (2) Customer’s acts and omissions hereunder, breach of this Agreement, or violation of laws; and/or (3) any allegation of intellectual property concerning Customer Content. SPIF shall promptly notify Customer of any claim for which it seeks indemnification. Customer shall have sole control over the defense of any indemnity claim except that SPIF may approve any counsel used by Customer and that SPIF may participate in the defense, at Customer’s cost. All settlements of indemnification claims require the consent of SPIF.
You acknowledge that SPIF Services contains and is based on information and data which are compiled from a variety of sources, including publicly-available sources, and which have not been verified independently by SPIF or its licensors, and that neither SPIF nor any of its licensors is responsible for the accuracy, currency or completeness of the information and data obtained through the use of SPIF Services.
Notices. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing to the addresses listed above and will be deemed to have been duly given when received, if personally delivered; when sent, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
Waiver. The failure of SPIF to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of SPIF. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
Publicity. Customer grants SPIF the right to use Customer’s logos or trademarks in marketing or publicity materials and on its website to identify Customer as a customer that uses the SPIF Services.
Contacting SPIF. If you have any questions about these Terms, please contact us via https://spif.group.
Modifications. SPIF reserves the right, in its sole discretion, to modify or replace this Agreement at any time. If we modify these Terms, we will post the modification on our site or provide you with notice of the modification on your SPIF Account Details page. By continuing to access or use the SPIF Services after the effective date of the modification, you are indicating that you agree to be bound by the modified Agreement. Customer agrees that it is Customer’s responsibility to check this Agreement periodically for changes and that its use of the SPIF Services following the posting of any changes to this Agreement constitutes acceptance of those changes. If the modified Agreement is not acceptable to you, your only recourse is to cease using the SPIF Services.
Entire agreement. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, statements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject-matter.
Governing law and jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it or with its subject-matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.