APPCOLL SERVICE AGREEMENT

PLEASE CAREFULLY READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF THIS APPCOLL SERVICE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE CLICKING THE “I AGREE” OR SIMILAR BUTTON OR USING THE SERVICES. THIS AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN YOU AND APPCOLL, INC. (“APPCOLL”) THAT SETS FORTH THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SERVICES. BY CLICKING THE “I AGREE” BUTTON OR BY USING THE SERVICES, YOU AGREE TO ABIDE BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ABIDE BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CLICK “I AGREE” AND DO NOT USE THE SERVICES. YOU MUST ACCEPT AND ABIDE BY THIS AGREEMENT AS PRESENTED TO YOU; ANY CHANGES, ADDITIONS, OR DELETIONS BY YOU TO THIS AGREEMENT WILL NOT BE ACCEPTED BY APPCOLL AND WILL NOT BECOME PART OF THIS AGREEMENT.

BY CLICKING ON THE “I AGREE” BUTTON, YOU ARE MANIFESTING YOUR ASSENT TO, AND AGREE TO BE BOUND BY, THE TERMS OF THIS AGREEMENT. IN RETURN, YOU WILL RECEIVE A CONFIDENTIAL PASSWORD THAT WILL ALLOW YOU TO USE THE APPCOLL SERVICES IN ACCORDANCE WITH THIS AGREEMENT.

1. SERVICES OF APPCOLL

AppColl will provide you with the following online intellectual property management services (the "Services") depending on the products included in your subscription:

All Products
  •  Login with secure ID and password over a secure network connection
  •  Contacts database with import capability from Microsoft Outlook and others
  •  File sharing and management system with optional version tracking
  •  Data import and export capability
  •  Ability to generate complex queries to create reports from any part of your Content (as defined below)
  •  Automated nightly backups of all Content
  •  Automated email notification capability

Prosecution Manager
  •  Automatic generation of many deadline alerts
  •  E-Office Action email import capability
  •  Creation of data files to populate many USPTO forms
  •  Hierarchical case management with support for related matters
  •  Prior art management with cross references between related matters
  •  Multi-user login with support for foreign associates
  •  Time management module with LEDES file format output capability

Invention Manager
  •  Configuration tool for creating invention disclosure forms
  •  Ability to set hierarchical permissions depending on role
  •  Capability to set incentives and manage payments
  •  Invention process statistics capability
  •  Email capability to send disclosure and related documents to outside counsel

AppColl Tandem
  •  Licenses available for clients of AppColl PM Plus subscribers.
  •  Easy-to-use intellectual property portfolio statistics dashboard.
  •  Read-only docketing task, contact and matter bibliographic information.
  •  Advanced filtering and data export.
  •  Online file storage.


2. SERVICE MAINTENANCE

2.1 Maintenance Scheduling. AppColl may from time to time temporarily suspend the Services and access to our website in order to perform regularly scheduled maintenance on our systems. AppColl will use commercially reasonable efforts to limit suspension of the Services to overnight or off-peak hours, and AppColl will provide you with at least 48 hours' advance notice of any such scheduled maintenance. In addition, if required, AppColl reserves the right to suspend the Services in order to perform maintenance on an emergency basis, without providing advance notice.

2.2 Updates. The Services may be updated periodically to improve or enhance features and performance of the Services. You agree to receive any updates automatically as part of the Services.


3. YOUR OBLIGATIONS IN USE OF SERVICES

3.1 Usage. You shall not (i) provide access to or give any part of the Services to any third party; (ii) modify, disrupt or interfere with the Services, supporting servers, or networks either manually or through the use of scripts, viruses, or worms; (iii) reproduce, duplicate, copy, modify, or create derivative works of the Services of the Services or any portion thereof; (iv) excessively overload the AppColl systems used to provide the Services or cause damage to the Services by transmitting any disruptive or harmful software or data, viruses, malware or other malicious or harmful code or files; (v) use the Services for other than their intended purpose of managing intellectual property; (vi) reverse engineer, decompile, disassemble or otherwise seek to obtain the intellectual property contained within or used by the Services; (vii) remove or obscure any proprietary or other notice contained in the Services; or (viii) use the Services in connection with a service bureau, service provider, or similar activity whereby you operate or use the Services for the benefit of a third party. AppColl shall be entitled to monitor your use of the Services to ensure your compliance with this Agreement, including your obligations under this section. If you violate the terms of this section, AppColl shall be entitled to terminate immediately this Agreement and the Services. In the event that your purchased Services include AppColl Tandem, except for the limited purpose of evaluating and testing AppColl Tandem, you shall not create AppColl Tandem accounts for commercial or production use by any individual who is an employee or contractor of You or any entity affiliated or associated with You.

3.2 Your Content. You acknowledge and agree that AppColl is not in the business of providing legal or other professional services or advice and that AppColl shall have no responsibility or liability for the content of your data that is entered, posted, generated by AppColl, imported or uploaded by you when using the Services ("Content") or for compliance by you with any legal requirement. You shall be fully and solely responsible for such Content. You grant to AppColl the right to host and use the Content solely in order to provide you with the Services. In addition, AppColl may monitor your Content from time to time as is necessary to satisfy AppColl's legal obligations or operate the Services properly; provided, however, AppColl will keep your Content confidential from all third parties as set forth in Section 5 below. AppColl, in its sole discretion, may remove or refuse to post any Content claimed to be or found by AppColl to be unacceptable, inappropriate, or in violation of this Agreement. You are encouraged to archive your Content regularly and frequently. You shall be solely responsible in the event that any Content may be lost or unrecoverable though your use of the Services.

3.3 Review of Docket Tasks. The information imported into AppColl from external sources (“External Information”), including but not limited to, the USPTO website, the USPTO e-Office Action emails or the Espacenet website may be inconsistent and/or incomplete and may not include all information necessary for AppColl to automatically docket tasks. AppColl is not responsible for the accuracy or completeness of External Information. AppColl shall have no responsibility or liability for your Content that results from errors or omissions in External Information imported into AppColl . It is your responsibility to check the updated matters and tasks generated to ensure that the information they contain is correct and complete. This auto-docketing feature is provided as a productivity tool only and should not be relied upon as a substitute for professional legal advice. Appcoll shall not be responsible for any failure of the program to docket External Information.

3.4 Registration. To use the Services, you must register and provide certain information, including a member (user) name, a password and a valid email address ("Registration Data"). You shall provide accurate Registration Data and update your Registration Data as necessary to keep it accurate. If you are agreeing to the terms of this Agreement on behalf of a legal entity, each authorized representative of such entity for which fees have been paid shall receive a separate login to enable use of the AppColl Services. You shall not allow third parties to use your member name, an authorized representative's password and/or account and shall be responsible for maintaining the confidentiality and security of your account. You shall notify AppColl immediately of any unauthorized use of a password and/or account. AppColl shall not be responsible for any losses or damages arising out of the unauthorized use of your member name, password and/or account.

3.5 Feedback. From time to time, you may provide AppColl with feedback and suggestions, or ideas concerning the Services. AppColl shall be free to use any such feedback, suggestions or ideas in any way, including in future modifications of the Services.

3.6 Additional AppColl Services. AppColl may provide you with information about other AppColl products or services, and when you are using the Services, may offer other such services, features, products, or promotions. Additional terms and conditions and separate fees may apply if you choose to purchase such additional AppColl offerings.


4. SERVICES PURCHASED, FEES AND PAYMENT

4.1 Service Periods and Renewal. The Services will commence on the date of your first login (the "Commencement Date") and will continue for a one-year period (the "Service Period"). AppColl will automatically renew your Services for additional one-year Service Periods at the then current rates unless the Services are terminated according to Section 8 (Termination) of this Agreement. During the Service Periods, starting on the Commencement Date, you will pay for the Services monthly in advance, based on the number of users and matters that you select for the Prosecution Manager and the number of users you select for the Invention Manager. Each individual authorized to use the Services shall have a separate login and shall be counted as a single user.

4.2 Payment Terms. You must pay with a valid credit card or valid debit card acceptable to AppColl or another payment method that AppColl approves in writing. You are required to keep your payment or registration information up to date, accurate and complete and notify AppColl promptly of any changes in such information. AppColl may suspend or terminate your use of the Services if you fail to comply with this requirement.


5. CONFIDENTIALITY AND PUBLICITY

5.1 Confidential Information. As used in this section, "Confidential Information" shall mean any and all information related to a party that such party treats as confidential and any information relating to third parties that such party has an obligation to treat as confidential, which is disclosed by such party to the other party in the course of performing its duties and obligations under this Agreement or exercising its rights under this Agreement, whether such information is in oral, written, graphic or electronic form, provided that based upon the nature of the information and circumstances of its disclosure, such information should reasonably be expected to be treated as confidential by the receiving party. All of your Content shall be considered your Confidential Information. Confidential Information shall not include any information, data or material which: (i) the disclosing party expressly agrees in writing is free of any non-disclosure obligations; (ii) at the time of disclosure to the receiving party was known to the receiving party (as evidenced by documentation then in the receiving party's possession) free of any non  •  disclosure obligations; (iii) is independently developed by the receiving party without reference to any Confidential Information of the disclosing party (as evidenced by documentation then in the receiving party's possession); (iv) is lawfully received by the receiving party, free of any non-disclosure obligations, from a third party having the right to so furnish such Confidential Information; or (v) is or becomes generally available to the public without any breach of this Agreement or unauthorized disclosure of such Confidential Information by the receiving party; provided however that your Content subject to protection under the attorney-client or work product privilege shall remain Confidential Information even if one or more of the conditions in (i) through (v) are met.

5.2 Nondisclosure and Nonuse. Each party receiving Confidential Information shall (a) disclose such Confidential Information to only those directors, officers, partners, employees, independent contractors and subcontractors of such party (i) whose duties justify their need to know such information and (ii) who have been clearly informed of their obligation to maintain the confidential, proprietary and/or trade secret status of such Confidential Information; and (b) use such Confidential Information only for the purposes set forth in this Agreement. Each party receiving Confidential Information shall treat such information as strictly confidential, and shall use the same care to prevent disclosure of such information as such party uses with respect to its own confidential and proprietary information, which shall not be less than the care a reasonable person would use under similar circumstances. Notwithstanding the foregoing, each party may disclose Confidential Information to the extent necessary pursuant to applicable federal, state or local law, regulation, court order, or other legal process, provided the receiving party, to the extent reasonably possible, has given the disclosing party prior written notice of such required disclosure and an opportunity to contest such required disclosure at the disclosing party's expense.

5.3 Confidential Treatment of Agreement. Either party may disclose the general nature, but not the specific terms and conditions, of this Agreement without the prior consent of the other party. Notwithstanding the foregoing, either party may disclose the specific terms and conditions of this Agreement to its affiliates, independent contractors, subcontractors, attorneys and accountants, or to any potential investor or acquiror of a substantial part of such party's business (whether by merger, sale of assets, sale of stock or otherwise) that is bound by a written agreement to keep such terms confidential, or as may be required by law. Upon execution of this Agreement, AppColl shall be entitled to represent that you are a customer of AppColl's Services on AppColl's website and in AppColl's marketing materials.

5.4. Attorney-Client Privilege. AppColl acknowledges that your Content may be subject to protection under the attorney-client or work product privilege. AppColl agrees that no waiver of privilege occurs because you have used AppColl's Services. In the event that AppColl receives a subpoena from a third party seeking the production of your Content, AppColl will notify you prior to disclosing any Content to permit you to take whatever action you deem necessary to protect your Content from disclosure.

5.5. Protection of Users Personal Data. AppColl has taken all the necessary precautions to preserve the security of personal data and in particular, to prevent it from being distorted or damaged or from unauthorized third parties having access to it. The Data Processing Addendum (DPA) to this Agreement specifies where the data is used and for what purpose.

5.6 Technical and Organizational Measures. AppColl will use commercially reasonable efforts to implement appropriate technical and organizational measures designed to safeguard your Content (including any personal data contained therein) against unauthorized or unlawful processing, access, copying, modification, storage, reproduction, display, or distribution, and against accidental loss, destruction, unavailability, or damage.


6. DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED TO YOU "AS IS" TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. APPCOLL HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF ACCURACY, RELIABILITY, QUALITY OR CONTENT OF THE SERVICES, OR AGAINST DATA LOSS IN CONNECTION WITH THE SERVICES. APPCOLL AND ITS SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, DELAYS, OR ERRORS AND DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW.


7. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT: (A) APPCOLL'S LIABILITY IN CONNECTION WITH THIS AGREEMENT, THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE), SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY YOU TO APPCOLL FOR THE SERVICES DURING THE CURRENT SERVICE PERIOD AND (B) APPCOLL SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, MISSED DEADLINES, PENALTIES, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOST BUSINESS OR LOST PROFITS), EVEN IF APPCOLL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES ARE FORESEEABLE. THE FOREGOING STATES THE ENTIRE LIABILITY OF APPCOLL WITH REGARD TO THIS AGREEMENT AND THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT.


8. TERMINATION

8.1 Termination of Services. This Agreement is effective during the Service Periods unless earlier terminated by either party providing written notification to the other party 30 days prior to termination. If you choose to terminate the Services, your notification to AppColl must be made by one of the following methods (i) mailing your notice of cancellation to AppColl at 325 Sharon Park Drive, Suite 625, Menlo Park, CA 94025 or (ii) emailing AppColl at support@appcoll.com.

8.2 Termination for Cause. AppColl may immediately and without notice terminate this Agreement if you fail to comply with any of the terms and conditions of this Agreement.

8.3 Effect of Termination. In the event of termination, AppColl shall have available all legal remedies. AppColl shall perform the Services up to the date of termination, and you shall be responsible for payment of all amounts owed under this Agreement. AppColl will delete all Content within thirty days after the date of termination.


9. FORCE MAJEURE

AppColl will not be liable for any failure, deficiency or delay in the performance of its obligations under this Agreement due to any force majeure, which includes but is not be limited to any storm, flood, fire, aircraft damage, explosion, electrical or communication line failure, denial of service attack, disturbance, war or military action, Government act or administrative delay, equipment failure or non-delivery, inability to obtain materials or any cause or matter whatsoever not within AppColl's reasonable control. In the event of such a force majeure, AppColl will be entitled to a reasonable extension of time for the performance of its obligations under this Agreement.


10. CHANGES IN THIS AGREEMENT

AppColl may change this Agreement from time to time, and the changes will become effective when AppColl posts them on its website or when AppColl notifies you by other means. You should check AppColl's website periodically for any such changes. AppColl may change or discontinue the Services in whole or in part, including making changes in pricing, Service maintenance, and other policies. Your continued use of the Services after AppColl has posted or notified you of any changes will indicate your agreement to the changes.


11. GENERAL

This is the entire agreement between you and AppColl relating to the subject matter of this Agreement. This Agreement supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Notwithstanding any language to the contrary therein, no terms or conditions stated in a purchase order or in any other Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. This Agreement, and only this Agreement, shall govern the legal rights and obligations of you and AppColl. The waiver of a breach of any term hereof shall in no way be construed as a waiver of any other term of breach hereof. If any provision of this agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect. This Agreement is governed by the laws of the State of California without reference to conflict of laws principles. To resolve any legal dispute arising from this Agreement, you and AppColl agree to the exclusive jurisdiction of the state courts in San Mateo County, California, U.S.A., or federal court for the Northern District of California.


PLEASE INDICATE YOUR ASSENT TO THE TERMS OF THIS AGREEMENT BY CLICKING "I AGREE" BELOW. BY SIGNIFYING YOUR ASSENT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT TO THE SAME EXTENT AS IF YOU HAD PERSONALLY SIGNED THE AGREEMENT.


Last updated: May 21, 2024