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    Terms of Service for the Smart Pool Incubator
    Please read these Terms of Service (the "Agreement" or "Terms of Service") carefully before using the services offered by IPwe, Inc. (“IPwe” or the “Company”). This Agreement sets forth the legally binding terms and conditions for your use of the website at https://ipwe.com/smart-pooling/start-a-new-smart-pool/, https://ipwe.com/smart-pooling/smart-pool-incubator/, all other sites owned and operated by IPwe that redirect to the aforementioned websites, and all subdomains (collectively, the “Site”), and the service owned and operated by the Company (together with the Site, the “Service”). By using the Service in any manner, including, but not limited to, visiting or browsing the Site or contributing content, information, or other materials or services to the Site, you agree to be bound by this Agreement.

    Summary of Service


    The Site is a webservice where users ("Pool Proposers") can (i) express interest in launching a Smart Pool alone or together with other users owning patents in a specific technical domain to IPwe, and/or (ii) propose campaigns to IPwe to explore whether there is any interest by potential licensors and/or licensees in establishing a Smart Pool in a specific technical domain (together: “Pool Proposals”).

    Acceptance of Terms


    The Service is offered subject to acceptance of all of the terms and conditions contained in these Terms of Service, including the Privacy Policy available at https://ipwe.com/ipwe-privacy-policy/, and all other operating rules, policies, and procedures that may be published on the Site by the Company, which are incorporated by reference. These Terms of Service apply to every user of the Service. In addition, some services offered through the Service may be subject to additional terms and conditions adopted by the Company. Your use of those services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference.

    The Company reserves the right, at its sole discretion, to modify or replace these Terms of Service by posting the updated terms on the Site. It is your responsibility to check the Terms of Service periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Service constitutes acceptance of those changes.

    The Company reserves the right to change, suspend, or discontinue the Service (including, but not limited to, the availability of any feature) at any time for any reason. The Company may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.

    The Service is available only to individuals who are at least 18 years old (and at least the legal age in your jurisdiction). You represent and warrant that if you are an individual, you are at least 18 years old and of legal age in your jurisdiction to form a binding contract, and that all registration information you submit is accurate and truthful. The Company reserves the right to ask for proof of age from you. The Company may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in those jurisdictions.

    Rules and Conduct


    As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms of Service or law. You are responsible for all of your activity in connection with the Service. You shall not take any action that:


    You shall not directly or indirectly:


    You shall abide by all applicable local, state, national, and international laws and regulations.

    Pool Proposals and Disclaimer


    By submitting a Pool Proposal, you as the Pool Proposer are merely recommending to the Company to consider your Pool Proposal. A Pool Proposal does not constitute any binding contract between the Company and you, and/or you and any other users and visitors of the Site. The Company has no special relationship with or fiduciary duty to you.

    It remains at the Company’s sole discretion to decide which Pool Proposals the Company would like to pursue. The Company reserves the right to reject, cancel, interrupt, remove, or suspend a Pool Proposal and/or campaign at any time and for any reason. The Company is not liable for any damages as a result of any of those actions. IPwe’s policy is not to comment on the reasons for any of those actions.

    The Smart Pool launch date indicated in the Smart Pool Incubator is not a promise to launch a Smart Pool by that date, but is merely an estimate of when IPwe aspires to launch a Smart Pool by.

    Accordingly, the Company does not guarantee that any Pool Proposals will be made available through the Service. The Company has no obligation to monitor the Service. The Service is provided “as is” and “as available” and is 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. The Company, and its directors, employees, agents, suppliers, partners, and content providers do not warrant that: (a) the Service will be secure or available at any particular time or location; (b) any defects or errors will be corrected; or (c) the results of using the Service will meet your requirements. Your use of the Service is solely at your own risk. Some states or countries do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you.

    Fees and Payments


    The Services are free. In turn, the submission of a Pool Proposal does not give rise to any claims of any kind in the event that the Pool Proposal matures into a Smart Pool set up and administered by IPwe.

    Confidentiality


    The Company makes no guaranty of confidentiality or privacy of any communication or information transmitted on the Site or any website linked to the Site. The Company will not be liable for the privacy of email addresses, identification information, communications, confidential or trade-secret information, stored on the Company’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.

    Electronic Communications Privacy Act Notice (18 USC §2701-2711): THE COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. The Company will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, stored on the Company’s equipment, transmitted over networks accessed by the Site, or otherwise connected with your use of the Service.

    Indemnification


    You shall defend, indemnify, and hold harmless the Company, its affiliates, and each of its and its affiliates’ employees, contractors, directors, suppliers, and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees and other legal costs, that arise from or relate to your use or misuse of, or access to, the Service, violation of the Terms of Service, or infringement by you, of any intellectual property or other right of any person or entity. The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with the Company in asserting any available defenses.

    Limitation of Liability


    In no event shall the Company, nor its directors, employees, agents, partners, suppliers, or content providers, be liable under contract, tort, strict liability, negligence, or any other legal or equitable theory with respect to the service (i) for any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, substitute goods or services (however arising), (ii) for any bugs, viruses, trojan horses, or the like (regardless of the source of origination), or (iii) for any direct damages in excess of (in the aggregate) one hundred U.S. dollars ($100.00). some states or countries do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply to you.

    Electronic Delivery, Notice Policy, and Your Consent


    By using the Services, you consent to receive from the Company all communications including notices, agreements, legally required disclosures, or other information in connection with the Services (collectively, "Notices") electronically. The Company may provide the electronic Notices by posting them on the Site. If you desire to withdraw your consent to receive Notices electronically, you must discontinue your use of the Services.

    Governing Law


    These Terms of Service (and any further rules, policies, or guidelines incorporated by reference) shall be governed by and construed in accordance with the laws of the State of New York and the United States, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. You agree that the Company and its Services are deemed a passive website that does not give rise to personal jurisdiction over IPwe or its parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders, either specific or general, in any jurisdiction other than the State of New York. You agree that any action at law or in equity arising out of or relating to these terms, or your use or non-use of the Services, shall be filed only in the state or federal courts located in New York County in the State of New York and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. You hereby irrevocably waive any right you may have to trial by jury in any dispute, action, or proceeding.

    Integration and Severability


    These Terms of Service and other referenced material are the entire agreement between you and the Company with respect to the Service, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and the Company with respect to the Service and govern the future relationship. If any provision of the Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

    Miscellaneous


    The Company shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond the Company’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation. The Terms of Service are personal to you, and are not assignable, transferable, or sublicensable by you except with the Company's prior written consent. The Company may assign, transfer, or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Service and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms of Service, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under the Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, 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.

    Effective Date: September 8, 2021
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