Last updated: April 1, 2011
1. Services. Iconic provides a service (“Service(s)”) whereby persons or entities with inventions and/or new ideas (“Inventions”) may submit those Inventions to Iconic and Iconic may evaluate and advise such persons or entities with regard to the patentability and business prospects of the Invention. In order to begin using the Services, you must submit a brief description of your Invention through the submission mechanism contained within the Site. Should Iconic desire to accept you as a client, you agree to execute such additional terms and conditions as Iconic may require, including without limitation confidentiality and professional services/consulting agreements. You agree that Iconic is under no obligation to accept you as a client or otherwise provide Services to you unless the scope of such Services is set forth in a definitive written agreement executed by you and Iconic.
2. Eligibility. The Services are not available for use by minors (those under 18 years of age, or otherwise under applicable law), or individuals or organizations who cannot form legally binding contracts under applicable law. If you do not qualify, please do not use the Site. If you reside in a country that is prohibited by law, regulation, treaty or administrative act from entering into trade relations with the United States or its citizens, you may not use this Site or the Services.
3. Your Information. Any information you provide to Iconic or other users during your registration or use of the Services is subject to the following:
a. Your Content. You are solely responsible for the content of your information and Inventions submitted to Iconic. Iconic reserves the right to take any action with respect to such information that it deems necessary or appropriate in its sole discretion if Iconic believes information is inappropriate for the Site or the Services, may create liability for Iconic, or may cause Iconic to lose (in whole or in part) the services of its Internet service provider or other suppliers. You agree that your information will be accurate and will not, to the best of your knowledge: (a) infringe any third party’s copyright, trademark, patent or other proprietary rights or rights of publicity or privacy, (b) violate any law (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising), or (c) be libelous, unlawfully threatening, or unlawfully harassing. You may be asked to make legally binding warranties and representations to Iconic and the Seeker in relation to a Proposed Solution that you submit.
4. Additional Conditions. If you submit an Invention for review by Iconic, you agree that you are the owner of the submitted Invention and that you are legally free to make the disclosure. You also agree that your Invention is subject to the additional terms and conditions in any other agreement between you and Iconic.
5. Confidentiality. Iconic and you understand and agree that the Invention, as well as Iconic’s proprietary data and methods, may constitute valuable trade secrets or other confidential and proprietary information and as such:
b. You will not, without Iconic’s prior written consent, use or disclose to any other person, firm or corporation any information disclosed to you by Iconic in connection with Iconic’s evaluation of the Invention.
The foregoing sections (a) and (b) shall not apply to information disclosed by one party to the other hereunder that (i) is in the public domain by use and/or publication at the time of its receipt from the disclosing party or hereafter enters into the public domain through no fault of the receiving party; or (ii) was already in its possession prior to receipt from the disclosing party or is developed independently of information received from the disclosing party; or (iii) is properly obtained by recipient from a third party with a valid right to disclose such information and such third party is not under a confidentiality obligation to the disclosing party.
6. Ownership and Limited License.
a. Iconic shall retain all ownership in the Site and all content generated by it that is displayed on the Site. Iconic grants you a nonexclusive, revocable right to use the Site provided that you do not (i) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, (ii) modify or attempt to modify the Site in any manner or form except that you have the right to modify your self-generated content on the Site. You agree that Iconic shall not be liable to you for any modification or discontinuance of the Site and Iconic may discontinue the Site and the Service without any notice to you. The license granted to you by Iconic is a limited license to access and make personal use of this Site and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Iconic. This license does not include any copying or distribution, resale or commercial use of this Site or its contents; any derivative use of this Site or its contents; any downloading or copying of information for the use or benefit of another; or any use of data mining, robots, or similar data gathering and extraction tools. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Iconic. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including descriptions, images, text, page layout, or form) of Iconic without express written consent. You may not use any meta tags or any other “hidden text” utilizing Iconic’s name or trademarks without the express written consent of Iconic. You may not use any Iconic logo or other proprietary graphic or trademark as part of the link without express written permission.
b. All right, title and interest in and to the Invention shall remain with you. You hereby grant to Iconic a non-exclusive, royalty free, right and license to use the Invention and any information disclosed by you hereunder solely for Iconic’s evaluation and analysis purposes. Upon your written demand, Iconic shall promptly return to you the Invention and any other information disclosed by you.
7. Compliance with Rules. You agree not to use any device, software or routine to interfere with the proper working of the Site or which is intended to damage, interfere with, surreptitiously intercept or expropriate any system, data or personal information. You agree not to take any action (including without limitation, spamming) that imposes an unreasonable load on our infrastructure. You agree not to take any actions which may undermine the integrity of our system or the Services, such as: using the Site in violation of local, state, national or international law; or uploading of files or content that contain material that violates the intellectual property rights of any third party. You are solely responsible for compliance with all applicable laws and regulations regarding your use of the Services and the transfer of the technologies or information with which you are involved, including without limitation, import/export requirements, and Iconic expressly disclaims any liability or responsibility thereto.
8. Site Content. The information at this Site is subject to change without notice and you should not rely on this information or its applicability to any specific circumstances. Iconic makes no representation that information contained in this Site or the Services is applicable to your circumstances, correct, complete, and up-to-date, that your access will be uninterrupted, or that material accessible from this Site is free of viruses or other malicious code. The information on this Site should in no way be taken as an indication of future developments or results. This Site may contain references to various matters that have been handled by Iconic. The results portrayed in those matters were dependent upon the facts of those particular matters, and results will differ if based on different facts. This Site may also contain references to past and present inventors or staff. Such references are not intended to be testimonials or endorsements of Iconic, and they do not constitute a guarantee, warranty, or prediction regarding the outcome of your situation.
9. No Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS”. ICONIC MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITIATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, RESPECTING THE SITE OR SERVICES.
10. Limitation of Liability.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of this Service must be filed within one (1) year after such claim or cause of action accrues, or be forever barred.
11. Disclaimer. Iconic is not a law firm and is not acting as your attorney. Iconic is not permitted to and will not engage in the practice of law. Iconic is prohibited from providing any kind of advice, explanation, opinion, or recommendation about possible legal rights, remedies, defenses, options, selection of forms or strategies. The Services are not intended to create an attorney-client relationship, and by using Iconic’s Services, no attorney-client relationship will be created with Iconic. Iconic offers an online automated system that allows submission of Invention summaries for further review by Iconic. Iconic does not review the Invention for legal sufficiency, draw legal conclusions, provide legal advice or apply the law to the facts of your particular situation. Iconic and its Services are not a substitute for the advice of an attorney. If you need legal advice for your specific circumstances, Iconic can refer you to one of its preferred law firms.
12. Other Contracts, Indemnification. You agree that you will not disclose to Iconic or its affiliates, any information which you are under an existing contractual or other legal obligation to maintain in confidence or otherwise do not have the right to sell or license. Should your participation in the Service be found to breach legal obligations you may have with other third parties or in the event of a breach of the confidentiality obligations in Section 5, you agree to defend, indemnify and hold harmless Iconic, its and their respective officers, directors, employees, agents, licensors, and suppliers, from and against all claims, actions or demands, liabilities, and settlements, including, without limitation, reasonable legal and accounting fees, arising in connection with such unauthorized and prohibited disclosure.
13. Third-Party Web Site Links. The Site may contain links to websites operated by parties other than Iconic. Such links are provided for reference only and Iconic does not control such websites and is not responsible for their contents. Iconic’s inclusion of links to such websites does not imply any endorsement of the material on such websites or any association with their operators.
14. No Third Party Reliance. You agree that you will not present to third parties any content or material in a manner that could be construed as conveying sponsorship, endorsement, option, or representation or warranty of Iconic. This agreement shall have no third party beneficiaries, other than certain Seekers in accordance with the terms of the applicable Solver Agreement or Challenge-Specific Agreement.
15. Copyright. All content included on this Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Iconic or its Seekers and protected by United States and international copyright laws. The compilation of all content on this Site is the exclusive property of Iconic and protected by U.S. and international copyright laws. All software used on this Site is the property of Iconic or its software suppliers and protected by United States and international copyright laws.
16. Independent Contractors. Both parties are acting as independent contractors and neither party undertakes to perform any obligation of the other, whether regulatory or contractual, or to assume any responsibility for the other’s business or operations. Iconic may perform similar services for third parties. Nothing herein shall be deemed to constitute a partnership or joint venture between you and Iconic.