SALES AGREEMENT
BY CHECKING THE “I accept the LNPO Sales Agreement” CHECKBOX ON THE LEXISNEXIS PatentOptimizer™ REPORTS ORDERING PAGE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS SALES AGREEMENT ON BEHALF OF YOUR ORGANIZATION. THESE TERMS AND CONDITIONS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND REED TECHNOLOGY INFORMATION SERVICES INC. (“REED TECH”). BY BY CHECKING THE “I accept the LNPO Sales Agreement” CHECKBOX, YOU REPRESENT TO REED TECH THAT YOU ARE A DULY AUTHORIZED REPRESENTATIVE OF YOUR ORGANIZATION. IF YOU DO NOT WISH TO ACCEPT THE TERMS SET FORTH BELOW, OR ARE NOT AUTHORIZED TO DO SO, PLEASE DO NOT CHECK THE “I accept the LNPO Sales Agreement” CHECKBOX.
NOTICE: REED TECH DOES NOT ENGAGE IN THE PRACTICE OF LAW. THE LEXISNEXIS PatentOptimizer™ REPORTS ARE FOR INFORMATIONAL PURPOSES ONLY AS MORE SPECIFICALLY SET FORTH BELOW.
1. Definitions
1.1 “Agreement” means this Sales Agreement.
1.2 “Customer” means: (i) if Customer is an individual, the person who accepts the terms of this Agreement; or (ii) if Customer is a company or organization (an “Organization”), the Organization.
1.3 “Reed Tech” means Reed Technology and Information Services Inc. of 117 Gibraltar Rd, Horsham, PA 19044.
2. Term
The term of this Agreement will begin on 10/07/2005 and will continue for a twelve (12) month period (the “Initial Period”), and thereafter, will automatically renew for one year renewal periods until either party terminates (“Renewal Period(s)”). Collectively, the Initial Period and the Renewal Period(s) will be the “Term.”
3. PatentOptimizer™ Report
3.1 During the Term, Customer may order LexisNexis® PatentOptimizer™ Reports (“Report”) on a single patent application or a single published patent and shall pay the per Report rates set forth at REEDFAX.com (the “Site”) on the day that each such Report is ordered. The rates set forth on the Site are subject to change by Reed Tech from time to time by posting such updated pricing on the Site.
3.2 If Customer requests a Report on a non-published patent application (“Application”), Customer shall provide the Application to REEDFAX by sending an electronic file format (in Microsoft Word or HTML format) to LNPO@REEDFAX.com. If Customer requests a Report on a published patent or published patent application, Customer shall submit its request via email to LNPO@REEDFAX.com or by phone to REEDFAX at 1-800-422-1337.
3.3 If Customer requests a Report on an Application, Customer shall provide the Application to REEDFAX by sending an electronic file via email to LNPO@REEDFAX.com.
3.4 All Reports shall be delivered electronically by email, or by delivery to customer’s personal download page at www.REEDFAX.com.
3.5 If Customer is receiving a Report for evaluation purposes only, the terms herein shall apply except the Report shall be provided at no charge to Customer.
4. Limited Warranty and Limitation of Liability
4.1 The Reports are for informational purposes only and do not constitute legal advice to any person or on any subject, and consequently should not be relied upon by any person as legal advice. While ReedTech endeavors to provide the Reports with reasonable care, ReedTech makes no representation or warranty of completeness, comprehensiveness, accuracy, timeliness, or adequacy of the Reports, or as to the suitability of the Reports for any purpose. ADDITIONALLY, REEDTECH MAKES NO OTHER REPRESENTATIONS OR WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE REPORTS AND SPECIFICALLY DISCLAIMS ALL SUCH WARRANTIES AND REPRESENTATIONS.
4.2 NEITHER REEDTECH, ITS AFFILIATES, AND ANY OFFICER, DIRECTOR, EMPLOYEE, SUBCONTRACTOR OR AGENT OF REEDTECH OR ITS AFFILIATES (COLLECTIVELY, THE “COVERED PARTIES”) SHALL BE RESPONSIBLE OR LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATED TO ANY ERROR OR OMISSIONS IN THE REPORTS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL, INCLUDING LOST PROFITS, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF A COVERED PARTY PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, STATUTE, STRICT LIABILITY OR OTHERWISE, EXCEED THE FEE PAID IN CONNECTION WITH THE REPORT IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN. CUSTOMER’S RIGHT TO SUCH MONETARY DAMAGES SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH CUSTOMER MAY HAVE AGAINST A COVERED PARTY.
5. NATURE OF THE RELATIONSHIP
Customer acknowledges that the Reports involve legal materials or the analysis of legal materials and do not constitute legal advice, the practice of law or the rendering of legal opinions and merely consist of conducting analysis of patent applications and/or registered patents by automated software. Customer further acknowledges that all such Reports are conducted by ReedTech utilizing its PatentOptimizer software program. Nothing herein shall be construed to establish an Attorney/Client relationship, nor is ReedTech or its employees or contractors assuming any legal or ethical duty beyond the contractual duties set forth in this Agreement. Nothing herein shall be construed to establish an exclusive relationship between ReedTech and Customer for Reports.
6. Termination
Reed Tech or Customer may terminate this Agreement at any time. Reed Tech may suspend or discontinue providing Reports to Customer without notice and pursue any other remedy legally available to it if Customer fails to comply with any of Customer’s obligations hereunder.
7. Payment Terms
Customer agrees to pay all charges and applicable taxes within 10 days after receipt of an invoice.
8. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.
AUTHORIZATION
By checking the “I accept the LNPO Sales Agreement” checkbox on the LexisNexis® PatentOptimizer™ Reports order form, you certify that you are an authorized representative of your organization and accept the terms of this Agreement on your organization’s behalf.