Terms of Service
Welcome to ClearAccessIP!
Thank you for using our products and services ("Services"). The Services are provided by ClearAccessIP, Inc. ("ClearAccessIP"), located at 2181 Park Blvd., Palo Alto, CA 94306, United States.
By entering into a subscription agreement with ClearAccessIP, you are agreeing to be bound by the following terms and conditions ("Terms of Service"). If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity, its affiliates and all users who access our services through your account to these terms and conditions, in which case the terms "you" or "your" shall refer to such entity, its affiliates and users associated with it ("Customer").
ClearAccessIP reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at https://clearaccessip.com/terms_of_service.
By using our Services, you are agreeing to these terms as defined in Section 7. Please read them carefully.
1. ClearAccessIP Responsibilities
1.1 Create an Account for the Customer and provide to the Customer login details for that Account on or promptly following the Effective Date.
1.2 Grant to the Customer a worldwide, non-exclusive license to use the Hosted Services by means of a Supported Web Browser for the business purposes of the Customer in accordance with the Documentation during the Term.
1.3 Use all reasonable efforts to maintain the availability of the Hosted Services to the Customer at the gateway between the public internet and the network of the hosting services provider for the Hosted Services.
1.4 Provide the Maintenance Services to the Customer during the Term.
1.5 Give to the Customer, where practicable, at least 10 Business Days' prior written notice of scheduled Maintenance Services that are likely to affect the availability of the Hosted Services or are likely to have a material negative impact upon the Hosted Services, without prejudice to ClearAccessIP's other notice obligations under this main body of this Agreement. However, ClearAccessIP does not anticipate any such maintenance-related changes to impact the functioning of the site.
1.6 Provide the Support Services to the Customer during the Term.
1.7 Make available to the Customer a helpdesk and respond within 1 business day to all requests for Support Services made by the Customer through the helpdesk
1.8 Respond promptly to all requests for Support Services made by the Customer through the helpdesk.
1.9 Within the period of 1 Business Day following receipt of a written request from the Customer, ClearAccessIP shall use all reasonable endeavors to restore to the Platform the Customer Data stored in any back-up copy created and stored by ClearAccessIP. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration.
1.10 Create a back-up copy of the Customer Data at least daily, shall ensure that each such copy is sufficient to enable ClearAccessIP to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 30 days.
1.11 Issue invoices for the Charges to the Customer in advance of the period to which they relate.
1.12 Provide Customer with training for the purposes of understanding and using the Hosted Services. ClearAccessIP will provide training services at no additional cost to Customer, at mutually agreeable dates, times and locations.
1.13 If ClearAccessIP reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with this Agreement infringes any person's Intellectual Property Rights, ClearAccessIP may at its own cost and expense:
(a) modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or
(b) procure for the Customer the right to use the Hosted Services in accordance with this Agreement.
2. Customer Responsibilities
2.1 The license granted by ClearAccessIP to the Customer is subject to the following limitations:
(a) the Hosted Services may only be used by the officers, employees, or agents of the Customer;
(b) the Hosted Services must not be used at any point in time by more than the number of concurrent users as agreed to between ClearAccessIP and Customer;
(c) the Customer must not sub-license its right to access and use the Hosted Services;
(d) the Customer must not permit any unauthorized person to access or use the Hosted Services;
(e) the Customer must not use the Hosted Services to provide services to third parties, unless granted permission by ClearAccessIP;
(f) the Customer must not republish or redistribute any content or material from the Hosted Services, unless granted permission by ClearAccessIP; and
(g) the Customer must not make any alteration to the Platform.
2.2 The Customer shall use reasonable endeavors, including reasonable security measures relating to administrator Account access details, to ensure that no unauthorized person may gain access to the Hosted Services using an administrator Account.
2.3 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
2.4 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3. ClearAccessIP's Confidentiality Obligations
3.1 ClearAccessIP must:
(a) keep the Customer Confidential Information strictly confidential;
(b) not disclose the Customer Confidential Information to any person without the Customer's prior written consent, and then only under conditions of confidentiality approved in writing by the Customer;
(c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as ClearAccessIP uses to protect its own confidential information of a similar nature, being at least a reasonable degree of care;
(d) act in good faith at all times in relation to the Customer Confidential Information; and
(e) not use any of the Customer Confidential Information for any purpose other than the Permitted Purpose.
3.2 ClearAccessIP may disclose the Customer Confidential Information to the its officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer Confidential Information for the performance of their work with respect to the Permitted Purpose and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.
3.3 This Clause imposes no obligations upon ClearAccessIP with respect to Customer Confidential Information that:
(a) is known to ClearAccessIP before disclosure under this Agreement and is not subject to any other obligation of confidentiality;
(b) is or becomes publicly known through no act or default of ClearAccessIP; or
(c) is obtained by ClearAccessIP from a third party in circumstances where ClearAccessIP has no reason to believe that there has been a breach of an obligation of confidentiality.
3.4 The restrictions in this Clause do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of ClearAccessIP on any recognized stock exchange.
4.1 ClearAccessIP warrants to the Customer that:
(a) ClearAccessIP will comply with all applicable legal and regulatory requirements applying to the exercise of ClearAccessIP's rights and the fulfilment of ClearAccessIP's obligations under this Agreement; and
(b) ClearAccessIP has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.
4.2 ClearAccessIP warrants to the Customer that:
(a) the Platform and Hosted Services will conform in all material respects with the Hosted Services Specification set out in Schedule 1;
(b) the Hosted Services will be free from Hosted Services Defects;
(c) the application of Updates and Upgrades to the Platform by ClearAccessIP will not introduce any Hosted Services Defects into the Hosted Services;
(d) the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs; and
(e) the Platform will incorporate security features reflecting the requirements of good industry practice.
4.3 ClearAccessIP warrants to the Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not breach any applicable laws, statutes or regulations.
4.4 ClearAccessIP warrants to the Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.
5. Acknowledgements and Warranty Limitations
5.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, ClearAccessIP gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.
5.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, ClearAccessIP gives no warranty or representation that the Hosted Services will be entirely secure.
5.3 The Customer acknowledges that ClearAccessIP will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in this Agreement, ClearAccessIP does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.
5.4 To the extent permitted by applicable law, in no event shall either party be liable for special, incidental, indirect, consequential or punitive damages in any way relating to this Agreement.
6.1 ClearAccessIP may subcontract any of its obligations under this Agreement
6.2 Notwithstanding any other provision of this Agreement, the Customer acknowledges and agrees that ClearAccessIP may subcontract to any reputable third-party hosting business the hosting of the Platform and the provision of services in relation to the support and maintenance of elements of the Platform.
7.1 Except to the extent expressly provided otherwise:
"Customer Confidential Information" means:
(a) any information disclosed by or on behalf of the Customer to the Provider during the Term OR at any time before the termination of this Agreement that at the time of disclosure:
(i) was marked or described as "confidential"; or
(ii) was or reasonably should have been understood by the Provider to be confidential; and
(iii) Customer Data
"Customer Data" means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer;
"Documentation" means, collectively, all materials Provider publishes or otherwise makes available to Customer including all user, operator, system administration, technical, support and other manuals and all other materials that describe or otherwise relate to the Hosted Services functional, operational and/or performance capabilities, as made available in ClearAccessIP’s Gist, incorporated by reference in Schedule 1 of this Agreement.
"Hosted Services Defect" means a defect, error or bug in the Platform having an adverse effect OR a material adverse effect on the appearance, operation, functionality or performance of the Hosted Services, but excluding any defect, error or bug caused by or arising as a result of any act or omission of the Customer or any person authorized by the Customer to use the Platform or Hosted Services.
"Hosted Services Specification" means the specification for the Platform and Hosted Services set out in Schedule 1 and in the Documentation;
"Maintenance Services" means the general maintenance of the Platform and Hosted Services, and the application of Updates and Upgrades;
"Permitted Purpose" means for the management of intellectual property data for the parties and quantities specified in Schedule 1;
"Platform" means the platform managed by the Provider and used by the Provider to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;
"Supported Web Browser" means the current release from time to time of Microsoft Internet Explorer, Mozilla Firefox, Google Chrome or Apple Safari;
"Update" means a hotfix, patch or minor version update to any Platform software.
"Upgrade" means a major version upgrade of any Platform software, such as a database migration.
Last updated December 2019