Formula Scan™ publishes the www.Formula Scan.com web site at which users can access various collections and databases relating to intellectual property. This User Agreement sets forth the terms and conditions governing the access and use of our site by you, the user. If you use our web site, you agree to comply with the applicable terms and conditions of this User Agreement.
2. Permitted Uses
The Formula Scan™ Web Site is owned Galhem Partners LLC, an Ohio corporation. All materials appearing on this site, including site design, text, graphics, icons interfaces, and the selection, assembly and arrangements are owned or licensed by Formula Scan™. Permission is granted to electronically copy and to print hard copy portions of these materials only as described below or elsewhere on this site. Any other use of materials on this site, including but not limited to, reproduction for purposes other than those noted on our site, modification, transmission, display, distribution or republication, without the prior written permission of Formula Scan™ is strictly prohibited. Users are not permitted to use "web crawlers" or other types of software or hardware technology to automatically download large amounts of materials from the Formula Scan™ site. Elements of the site are also protected by trademark, copyright, trade dress and other laws and may not be imitated in whole or in part on other web sites.
b. Commercial Use
Paid subscribers (that is, Individual or Corporate subscribers) are permitted to make only limited commercial use of the information contained on the Formula Scan™ web site. Paid subscribers are permitted to incorporate information from the Formula Scan™ web site into other products or services in which the subscribers provides added value. For example, a law firm or IP consulting firm can make use of patent information from the Formula Scan™ Web Site as part of the provision of intellectual property products or services for their clients or customers. However, it is not permitted to use the site or information on the site to operate an IP research service that is competitive with the Formula Scan™ web site or for any other purpose, such as demonstrating your own products to customers or potential customers. Basic Users and unregistered users may only use the Formula Scan™ Web Site for their own personal use (including their own business or professional requirements) but may not make any other commercial use of the Formula Scan™ Web Site.
3. Web Site Content
Most of the content in the Formula Scan™ web site is provided by third parties. Formula Scan™ is not responsible for the content of any of this third party data, nor is Formula Scan™ responsible for the completeness or accuracy of any such data. In certain instances, users of the Formula Scan™ web site may add their own content to the site, as, for example, with annotations to shared work files, which may be accessed by other users. Such content is solely the responsibility of the party providing the content. Formula Scan™ is not responsible in any way for such data, and Formula Scan™ does not review such content in any way, including, without limitation, screening such content for the presence of computer viruses.
When using our web site, you may sometimes be linked to other web sites. These web sites are not operated by Formula Scan™, and you may be required to agree to additional terms and conditions in order to access information or services from these web sites.
In order to access certain portions of our site, gain access to certain databases and purchase the products and services available on our site, you must register with Formula Scan™ by completing the applicable registration form. If you do not register, you will not be able to access our entire site. By registering, you agree to comply with the terms and conditions of your registration form as well as this User Agreement.
Registration on our web site is limited to persons who are eligible to enter into contracts under applicable law. This means, among other requirements, you must be 18 years of age or older to be accepted as a registered user of our web site. If you do not meet these requirements, you cannot register on our web site. Formula Scan™ reserves the right to reject your application to become a registered user. Formula Scan™ also reserves the right to suspend user privileges and block access of any registered user who violates this User Agreement.
b. User ID
When you register, you will be asked to create your own unique User ID which you will need in order to access our entire web site. You agree that the User ID is only for your personal use, and you will not permit anyone else to use your User ID. You may not transfer your User ID to anyone else.
c. Complete and Accurate Information
You represent and warrant, that is, you promise, to Formula Scan™ that the information contained in the registration form is complete and accurate. It is your responsibility to keep registration and credit card information current.
7. Product and Service Fees
Formula Scan™ charges a fee for the use of certain products and services on our web site. The price, as well as other terms and conditions for each of these products and services, is set forth on the web site. Unless your employer has made separate arrangements for invoicing, Formula Scan™ will charge your credit card for any products or services you purchase. If you did not provide Formula Scan™ with a credit card number during registration, then you must provide this information to Formula Scan™ in order to access these products and services. Your credit card will be charged for any purchases made using your User ID. Therefore, you must closely safeguard your User ID, much like a credit card number, and you must immediately notify Formula Scan™ if it becomes compromised in any way, whether by theft, unauthorized duplication or otherwise. Subscriptions paid by credit card will be automatically renewed at the end of the term in 1-month increments, until you cancel your subscription. Please note, it is the customers responsibility to cancel (see Termination.)
8. Third Party Products and Services
Third parties provide many of the products and services that are available via our web site. Formula Scan™ is not responsible for the content of any of these products or services, nor is Formula Scan™ responsible for their completeness or accuracy. The purchase of any of these products or services is subject to additional terms and conditions described at the location where you make your purchase. You should familiarize yourself with those terms and conditions before purchasing any of these products or services.
You agree to pay the current fees for all products and services purchased using your User ID. The current fees are clearly marked on the specific web pages related to each specific product or service. To protect your privacy, Formula Scan™ does not maintain specific records about your purchases beyond that which is required by your credit card company. Unless you are part of a corporate account, each month, any charges made under your User ID will appear on your credit card statement. You agree to make payment based upon the transaction summary. If any authority imposes a duty, tax, levy or fee on your use of the Services, you agree to pay that amount. You agree to pay a late fee of 1.5 percent per month (or the highest amount allowed by law, whichever is lower) if your payment is not received by the due date set in the invoice. You also agree to reimburse Formula Scan™ for all collection fees (including attorney's fees) incurred in their efforts to collect any unpaid balance on your account. You are responsible for the selection of, use of and payment for any telecommunications, internet access, and other systems and services required for you to get access to our web site. If you receive an invoice from Formula Scan™ that you believe is not correct, please contact Formula Scan™ Customer Support at support@FormulaScan.com.
10. IP Listing Service
Formula Scan™ operates an IP Listing Service, where intellectual property owners can identify their intellectual property as available for license and sale. The following additional terms and conditions apply if you choose to utilize this service.
a. Your Obligations
You will (i) identify that intellectual property you wish to have labeled with a Listing Button as indicated on the order form; and (ii) provide Formula Scan™ with complete contact information, including your email address and/or the icon, logo, trademark, highlighted or colored text, figure or image representing the URL of your web site. Any icon, logo, trademark, email address, or text provided must be no more than 25 words in length and may contain nothing that could be offensive to our users. Formula Scan™ reserves the right to refuse to post any material that it deems offensive or inappropriate.
b. Formula Scan™ Obligations
For each item of intellectual property you designate in the order form, and which is included in the databases on our web site, Formula Scan™ will cause a Listings button to appear (next to each item) when the item displays in the results of a search conducted on our web site.
In providing the IP Listing Service, Formula Scan™ and our web site act only as a venue to help potential buyers identify your intellectual property. While Formula Scan™ may offer other services related to a transaction, such as valuation services, or referrals to intellectual property brokers, Formula Scan™ has no role in any transaction between you and any potential buyer. Formula Scan™ strongly urges you to obtain independent business and legal support as you may require to effectively conduct an intellectual property transaction.
d. Term of Service
You agree to purchase the IP Listing Service for each item of intellectual property you designate in the order form for a term of one year. If you make changes to which items are labeled with an IP Listing during the term, you will be charged the additional fees described in the order form. Thirty (30) days before the end of the one year term, Formula Scan™ will send you an email notification of the expiration of the service. You may extend the service for subsequent annual terms by responding to the email notice Formula Scan™ will send you at the end of the year, and continuing to pay the appropriate listing fees. Formula Scan™ reserves the right to cancel the service at any time. In such event, Formula Scan™ shall refund the pro-rata portion of any listing fees paid in advance.
e. Representations and Warranties
You represent and warrant to Formula Scan™ that you are the lawful owner or assignee of all intellectual property you include in the order form and that you have all legal rights necessary to license or otherwise transfer rights in that intellectual property to a third party. You further represent and warrant that the URL, and any icon, logo, trademark, highlighted or colored text, figures, images and any other text you provide to Formula Scan™, and their use under this Agreement, does not infringe the intellectual property rights or personal or privacy rights of any party.
Unless you specify to the contrary in the order of your intellectual property for IP Listing, Formula Scan™ has the right to use your name and the contact information you provide to Formula Scan™ in publicizing our web site. Formula Scan™ will comply with whatever usage guidelines you provide to Formula Scan™.
If you choose to contact one of the people listing intellectual property, you acknowledge that Formula Scan™ makes no representations concerning that intellectual property or the person listing the intellectual property. While Formula Scan™ might offer additional services, such as valuation services and referrals to intellectual property brokers, Formula Scan™ has no role in any transaction between you and the person listing the intellectual property. Formula Scan™ strongly urges you to obtain independent business and legal advice as required to prudently enter into and perform a transaction involving or related to intellectual property. Formula Scan™ does not offer or provide business or legal advice and nothing on our web site is intended to offer or provide such advice. Formula Scan™ specifically disclaims any liability to you or any third party arising out of or related to any reliance by you or any third party upon data or information on our web site as constituting business or legal advice.
Formula Scan™ is not involved in whatever transactions you may have with the owner of intellectual property identified by a Listing Button, or other third parties selling products or services on their web sites. Consequently, in the event you have a dispute with one of these persons, you release Formula Scan™ (and our officers, directors, employees, agents and subsidiaries) from any and all claims, demands and damages of any kind, known or unknown arising out of or connected in any way with such disputes.
You agree to defend, indemnify and hold harmless Formula Scan™ and any of its directors, officers, agents and employees from and against any and all third party claims and all liabilities, assessments, losses, costs or damages resulting from or arising out of or related to (i) any breach by you of any term or condition of this Agreement or (ii) your engagement in any transactions on or use of our web site including, without limitation, any disputes between you and another user or any other party and any other claims arising out of or in any way connected with any transactions conducted via our web site. If any such action shall be brought against any indemnified party, they shall notify you in writing and you shall assume and control the defense and settlement of each such action, including the employment of counsel and payment of all expenses. Any indemnified party shall have the right to employ separate counsel in any such action and participate in the defense, at their own cost unless otherwise agreed to by you.
Any controversy or claim arising out of or relating to this Agreement or any Formula Scan™ services shall be settled 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 Chicago, IL, and judgment on the arbitration award may be entered into any court having jurisdiction. Either you or Formula Scan™ may seek any interim or preliminary relief from a court of competent jurisdiction in Chicago, IL necessary to protect the rights or property of you or Formula Scan™ pending the completion of arbitration.
You may terminate your registration on our web site at any time by providing written or email notice to Formula Scan™ at the customer service address set forth on our web site. Formula Scan™ also reserves the right to terminate your registration. All applicable provisions of the Agreement will survive termination of this Agreement. Upon termination, you will pay any outstanding fees to Formula Scan™ in full within thirty (30) days and honor all outstanding transactions negotiated via our web site, including the one-year term of any IP Listings. If you register as a Basic user (that is, you are a registered user, but not a paid subscriber) and have not logged onto the site at any time for over six months, Formula Scan™ reserves the right to terminate your registration. This means Formula Scan™ can disable your User ID and terminate your account. If this occurs, and you still want access to the Formula Scan™ Research Site, simply contact Formula Scan™ Customer Support by writing to Formula Scan™ Inc., Attn: Customer Support, 901 Warrenville Road, Suite 20, Lisle, IL 60532, USA, or support@Formula Scan™.com, and your account can be re-established. In addition, Basic users automatically receive newsletters and other communications from Formula Scan™. If you prefer not to receive these communications, you can, at any time, cancel your account at your account management page or by contacting us by email at support@Formula Scan™.com or in writing at Formula Scan™, Inc., Attn: Customer Support, 901 Warrenville Road, Suite 20, Lisle, IL 60532, USA.
16. DISCLAIMER OF WARRANTIES
ACCESS TO THE FORMULA SCAN™ WEB SITE AND ITS CONTENT, PRODUCTS AND SERVICES ARE PROVIDED "AS IS." FORMULA SCAN™ DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, CONCERNING THE MERCHANTABILITY, QUALITY, NON INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE OF OUR WEB SITE OR ITS CONTENT, PRODUCTS OR SERVICES. YOU ASSUME ALL RISK OF USE. NO WARRANTY IS GIVEN THAT THE SERVICES WILL BE ERROR-FREE, FREE OF VIRUSES OR UNINTERRUPTED. FORMULA SCAN™ IS NOT RESPONSIBLE FOR INVALID DESTINATIONS AND TRANSMISSION ERRORS IN, CORRUPTION OF, OR THE SECURITY OF INFORMATION CARRIED OVER TELECOMMUNICATIONS CARRIERS' OR OTHER PROVIDERS' FACILITIES. FORMULA SCAN™ HAS NO LIABILITY FOR FAULTY OR INTERRUPTED COMMUNICATION LINKS, OR EMAILS THAT ARE INITIATED VIA THE IP LISTING(S), NOR FOR THE CONTENTS OF ANY SUCH COMMUNICATIONS. FORMULA SCAN™ MAKES NO REPRESENTATION WITH REGARD TO ANY LEVEL OF CONTACT THAT AN END USER CUSTOMER CAN EXPECT OR WILL RECEIVE AS A RESULT OF ANY IP LISTING(S). YOU ACKNOWLEDGE THAT SUBSTANTIAL AMOUNTS OF THE CONTENT OF THE WEB SITE ARE PROVIDED BY THIRD PARTIES, AND FORMULA SCAN™ HAS NO CONTROL OVER, OR LIABILITY FOR ANY SUCH CONTENT. UNDER NO CIRCUMSTANCES WILL FORMULA SCAN™ BE RESPONSIBLE FOR THE USE BY YOU OF, OR RESULTS ACHIEVED BY YOU FROM THE SERVICES OR ANY DATA ACCESSED THROUGH THE WEB SITE.
17. LIMITATION OF LIABILITY
FORMULA SCAN™ SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES INCURRED ARISING OUT OF THE USE OR THE INABILITY TO USE THE SERVICE, OR OUT OF ANY BREACH OF A REPRESENTATION OR WARRANTY, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF FORMULA SCAN™ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.
EXCEPT FOR THE INDEMNIFICATION PROVISIONS IN PARAGRAPH 13, YOU SHALL NOT BE LIABLE TO FORMULA SCAN™ FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF ANTICIPATED OR ACTUAL PROFITS OR BUSINESS.
IN NO EVENT SHALL FORMULA SCAN™ BE LIABLE FOR DAMAGES, FOR ANY CAUSE OR BASED ON ANY MATTERS ARISING FROM THIS AGREEMENT, IN EXCESS OF THE TOTAL AMOUNT PAID IN DURING THE PRECEDING TWELVE MONTHS OF SERVICE BY YOU TO FORMULA SCAN™ UNDER THIS AGREEMENT.
18. General Compliance with Laws
You agree to comply fully with all applicable laws, statutes, ordinances, rules and regulations, and agree not to use our web site to facilitate collusion or for any other conduct violating antitrust or other applicable laws.
19. Waivers and Remedies
Any waiver by Formula Scan™ of the provisions of this Agreement or of Formula Scan™'s rights or remedies under this Agreement must be in writing to be effective. Any waiver in a particular instance shall not constitute a waiver of the same or different rights or breaches in any other instance. Failure, neglect or delay by Formula Scan™ to enforce the provisions of this Agreement or Formula Scan™'s rights or remedies at any time will not be construed and will not be deemed to be a waiver of Formula Scan™'s rights under this Agreement and will not prejudice Formula Scan™'s right to take subsequent action. No exercise or enforcement of any right or remedy under this Agreement will preclude the enforcement of any other right or remedy under this Agreement or that Formula Scan™ is entitled by law to enforce.
In addition to posting a notice on its web site, Formula Scan™ may notify you by email, by facsimile or by certified mail, postage prepaid and return receipt requested, to the address(es) or facsimile number provided to Formula Scan™ during the registration process. In such case, notice shall be deemed given 1 day after being sent by email or facsimile or 3 days after the date of mailing.
21. Applicable Law and Jurisdiction
This Agreement shall be governed and interpreted pursuant to the laws of the State of Illinois, United States of America, notwithstanding any principles of conflicts of law. If you take legal action relating to these terms, you agree that the state and/or federal courts located in the State of Illinois, County of Cook shall have the personal and exclusive jurisdiction of such action. If any part of this Agreement is deemed unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of remaining provisions.
22. Amendments and Modifications
Formula Scan™ reserves the right, in its sole discretion, to supplement, modify or discontinue any aspect of our web site, including, without limitation, restricting the times or means of access to our web site. Formula Scan™ also reserves the right, in its sole discretion, to modify this Agreement in any manner and to adopt additional terms or conditions governing your access and use of our web site, and the terms and conditions related to the access and use of our web site, at any time, without prior notice. The terms of any such amendment to this Agreement shall become effective immediately upon posting of such terms on our web site, and your use of our web site on or after such effective date shall constitute acceptance of such amended terms.
23. Third Party Beneficiaries
All users on our web site are intended third party beneficiaries of this Agreement; all rights and benefits conferred by this Agreement shall extend to such users and such users are independently entitled for enforce its provisions. You acknowledge that each other user is relying upon the representations made in this Agreement.
24. Independent Contractors
The relationship of Formula Scan™ with you is that of independent contractors, and no agency, partnership, joint venture, employment or other similar relationship is intended or created by your acceptance of the terms of this Agreement or the use of our web site.
25. Entire Agreement
This Agreement sets forth the entire understanding between Formula Scan™ and you with respect to the subject matter of this Agreement and supersedes any previous and contemporaneous communications, representations, understandings and agreements, whether oral or written, between Formula Scan™ and you with respect to said subject matter.
26. Formula Scan™ Customer Support
Questions or problems regarding use of our web site may be directed to Formula Scan™ in writing to Formula Scan™ LLC., Attn: Customer Support, 5645 Williamsburg Circle, Hudson,OH 44236, USA, or e-mail us to support@FormulaScan.com. You agree that Formula Scan™ may keep records of the conversations that Formula Scan™ employees have with you in order to monitor the quality of Formula Scan™'s service and to ensure that the information needed is received. However, Formula Scan™'s customer service employees are not authorized to waive any provision of this Agreement.