Terms of Service
This Agreement sets forth the terms and conditions between IronCrow LLC, an Oregon Limited Liability Corporation, (hereinafter referred to as "IRONCROW") and you as a user of IRONCROW's website and services.
1. Account Creation and Services
Creating an account and accepting these Terms is required to access IRONCROW's website and services. IRONCROW provides various software services for patent professionals, including but not limited to patent application proofreading software (N-Spec), prosecution analytics software (the art unit predictor and 101 rejection predictor), Office Action response shell generation software (OA-Shell), and large language model tools for patent application drafting and prosecution (LLM Sandbox), hereinafter collectively referred to as "IRONCROW SERVICES". Access to specific IRONCROW SERVICES requires separate subscription agreements. These Terms govern any use of IRONCROW SERVICES, but do not by themselves grant any right to access or use specific services. Updates to IRONCROW SERVICES are provided on a month-to-month basis as they become available and will be provided electronically. Updates are provided at IRONCROW's sole discretion.
2. Restrictions on Use and Permitted Uses
The User shall (a) not assign this Agreement or transfer, sell, lease, distribute, market, export or grant a sublicense of any rights contained herein to any person; (b) take all reasonable precautions to prevent unauthorized third parties or persons from accessing or using IRONCROW SERVICES in a way that would constitute a breach of this Agreement including, without limitation, such precautions as User would take to protect its own proprietary software, hardware, or information; and, (c) not modify, disassemble, or reverse engineer any IRONCROW SERVICES.
3. Third-Party User
No third-party users are authorized under these Terms.
4. WARRANTY, DISCLAIMERS, LIMITS OF LIABILITY, AND INDEMNITY
IRONCROW GIVES NO EXPRESSED OR IMPLIED WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, WITH RESPECT TO THE DATA GENERATED USING THE SOFTWARE, THE DATA'S CONTENT, ACCURACY, CURRENCY OR COMPLETENESS, OR CONCERNING THE RESULTS TO BE OBTAINED FROM USE OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE. ALL DATA IS EXPRESSLY PROVIDED AS IS AND WITH ALL FAULTS. THE USER ASSUMES ALL RISKS AS TO THE RESULTS AND PERFORMANCE OF THE DATA. THE USER SHALL HAVE NO REMEDY AGAINST IRONCROW IF THE DATA PROVIDED IS DEFECTIVE IN ANY WAY, INCLUDING BUT NOT LIMITED TO THE RECOVERY OF CONSEQUENTIAL, INCIDENTAL, INDIRECT DAMAGES, OR PUNITIVE DAMAGES REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR ANY OTHER DAMAGES CLAIMED TO BE SUFFERED BY THE USER OR ANY THIRD PARTY AS A RESULT OF USE OF THE DATA. THIS SECTION SURVIVES THE TERMINATION OF THIS AGREEMENT. USER ALSO EXPRESSLY UNDERSTANDS AND AGREES THAT IRONCROW SHALL NOT BE LIABLE TO IT UNDER ANY THEORY OF LIABILITY (REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY USER THROUGH ITS USE OF THE DATA. The disclaimers, exclusions and limitations of liability set forth in this Agreement form an essential basis of the bargain between the parties, and, absent any of such disclaimers, exclusions or limitations of liability, the provisions of this Agreement, including the economic terms, would be substantially different.
5. LIMITATION OF LIABILITY
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE TOTAL LIABILITY OF IRONCROW ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER ARISING FROM CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF THE PAID PRICE OF LICENSING. IN NO EVENT SHALL IRONCROW BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR LOST DATA, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.
6. Hardware and Software
The User, at its own expense, shall provide all necessary hardware, software, and equipment needed to access and use the IRONCROW SERVICES.
7. Ownership of Intellectual Property
The User acknowledges that it has no intellectual property rights or proprietary interests in the IRONCROW SERVICES, or in any modification or derived work or work in progress relating to the IRONCROW SERVICES, including without limitation any written materials, logos, trademarks, trade names, copyrights, patent applications, patents, know-how, trade secrets or moral rights. Nothing in this Agreement shall be deemed to constitute a partnership or joint venture between the parties. Similarly, IRONCROW obtains no rights in the data generated by User's use of the IRONCROW SERVICES, nor obtains any rights in User's data provided through the IRONCROW SERVICES.
8. Prohibition on Reverse Engineering
The User agrees not to engage in, or facilitate the engagement in, reverse engineering of any aspect of the IRONCROW software and its associated services. This prohibition extends to all activities such as, but not limited to, decompiling, disassembling, sniffing, peeling semiconductor components, or deriving source code, whether directly or indirectly, unless explicitly permitted by applicable law that overrides this restriction. Should such a law apply, the User must provide written notice to IRONCROW before commencing any reverse engineering activity. This notice should include detailed information regarding the intended method of reverse engineering, the purpose behind it, and the legal basis for such an action. IRONCROW shall be given a reasonable period of time to review and potentially contest the proposed activity prior to its initiation. The User agrees to abstain from reverse engineering until any legal challenge brought forth by IRONCROW has been resolved in the User's favor.
9. Data Processing
User acknowledges and agrees that IRONCROW may store and process User's patent documents as part of providing the IRONCROW SERVICES. In most cases, IRONCROW will delete User's patent documents immediately after computing and delivering the requested results as part of the IRONCROW SERVICES. In all cases, without exception, IRONCROW will permanently delete all of User's patent documents immediately upon the User logging out of their session, IRONCROW will not store, log, or retain any content from User's patent documents after the session has ended. IRONCROW may process User's patent documents using Amazon Web Services. IRONCROW's processing of patent documents on Amazon Web Services is performed exclusively on computers in the United States. User agrees that IRONCROW may process User's patent documents under the AWS Service Terms and the AWS Customer Agreement. As of the date of these Terms, the AWS Customer Agreement states that AWS "will not access or use Your Content except as necessary to maintain or provide the Services, or as necessary to comply with the law or a binding order of a governmental body" (see 1.4).
10. Data Security
IRONCROW will take commercially reasonable measures to protect the security and integrity of the data stored on its systems, including but not limited to routine security scans, firewalls, and encryption of data in transit. IRONCROW will not use User's data for any purpose other than providing the IRONCROW SERVICES. IRONCROW will not disclose any of User's data to third parties without prior written consent, except as required by law. IRONCROW will treat all User's data as Confidential Information. Confidential Information means all information provided by User through the IRONCROW SERVICES that User treats as confidential or secret.
11. Data Breach Notification
In the event of a data breach, IRONCROW will promptly notify User and take reasonable steps to contain and remediate any damage caused by the breach.
12. Agreement Termination
Either IRONCROW or the User may terminate access to IRONCROW SERVICES by providing 30 days' written notice to the other party. IRONCROW may terminate access immediately if User violates these Terms. Upon termination, the User shall immediately settle all outstanding amounts as of the date of termination. No refunds will be provided for any unused portion of a subscription period. Termination of these Terms does not automatically terminate any active service subscriptions, which are governed by their separate subscription agreements.
13. Remedies
In the event of a breach or threatened breach of this Agreement by one of the parties, or any employee, representative or agent of one of the parties, the other party shall be entitled to injunctive relief to enforce this Agreement. The parties may also pursue other remedies, at law or in equity, all of which shall be cumulative. The parties agree that for any action brought pursuant to or to enforce any provision of this Agreement, to the extent not otherwise prohibited by law, jurisdiction and venue shall be solely in the state courts in Oregon, and the prevailing party will, in addition to any other remedies, be entitled to recover its actual costs, except that no attorneys' fees are recoverable by either party.
14. Interpretation
This is the entire agreement between the parties to it. No oral or written, prior or contemporaneous agreement shall have any effect, nor shall any subsequent agreements have any force or effect unless made in writing and signed by both parties. This Agreement was made in and shall be interpreted and performed pursuant to the laws of the State of Oregon.
15. Amendment and Assignment
This Agreement shall not be changed, amended, assigned, or modified without the prior written approval of IRONCROW and User. IRONCROW reserves the right to update these Terms from time to time, and will notify Users of any material changes. Continued use of IRONCROW SERVICES after such changes constitutes acceptance of the updated Terms.
16. Waiver
The failure of either party to insist upon or enforce strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver 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.
17. Severability
If any provision of this Agreement will be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will in no way be affected or impaired thereby, and the parties will substitute for the affected portion an enforceable provision which closest approximates the intent and the economic effect thereof.
18. Notices
The parties shall give all notices and communications between the parties in writing by personal delivery, nationally recognized next-day delivery services, first class registered or certified mail, postage prepaid, fax, or electronic mail to the party's address specified in this Agreement. For IRONCROW, notices shall be sent to: IRONCROW, LLC, 1410 NW Johnson St. Ste 201, Portland, OR 97209, or wschlecht@ironcrowai.com. For User, notices shall be sent to the email address associated with User's account.
19. Disclaimer of Legal Services
User expressly understands and agrees that IRONCROW SERVICES do not constitute legal advice, legal representation, or the practice of law. User is solely responsible for seeking appropriate legal advice from a qualified attorney regarding any patent or legal matters.
20. Electronic Acceptance and Agreement to Terms
By creating an account and clicking "Accept & Continue", you acknowledge that:
a) You have read and understand these Terms;
b) You agree to be bound by these Terms;
c) If you are accepting on behalf of your employer or another entity, you have full legal authority to bind your employer or such entity to these Terms;
d) Your electronic acceptance of these Terms has the same legal effect as a physical signature;
e) You understand that access to specific IRONCROW SERVICES requires separate subscription agreements.