Last Updated: April 12^th, 2024

AMUNET Terms and Conditions of Use

These Terms and Conditions of Use ("Terms") is a legal agreement between you and Amunet IP, LLC ("Amunet"). By registering for any service provided through amunetip.com (“Amunet Platform”) you become a client ("Client") and you agree to be bound by all of the terms (the "Terms") set forth in the Terms as long as you remain a Client. IF YOU DO NOT AGREE TO THE TERMS, PLEASE DO NOT REGISTER FOR ANY AMUNETIP.COM SERVICE.

By accessing and continuing to use the Amunet Platform, you agree to be bound by the terms and conditions of the Terms, as well as Amunet’s Privacy Policy located at https://amunetip.com/privacy (the “Privacy Policy”), as it may be amended from time to time. These terms may be amended by Amunet at any time, and such amendments will take effect 30 days after the date on which the amended version is published. The most current version of the terms, which supersedes all previous versions, can be reviewed by going to https://amunetip.com/terms. Your continued use of any part of this website or any service constitutes your acceptance of such changes to the Terms.

1. Definitions. As used herein:

(a) "Authorized Users" shall mean Client's employees and independent contractors working for Client in the ordinary course of Client's business who: (i) agree to be bound by these Terms; and (ii) are specifically authorized by Client to access the Service and identified on an applicable Order Form.

(b) "Service" shall mean the Amunet Platform, a software-as-a-service application provided through Amunetip.com; Amunet's Web, email, and database services; and such other Services as performed by Amunet and identified on an Order Form.

(c) "Client Data" means (i) any electronic data, customer data, information, or material that Client provides, uploads, or submits to Amunet through the Amunet Platform or amunetip.com, including any and all prompts provided by Client through the Amunet Platform for use of the service, and (ii) any electronic data, customer data, information, or material generated from or in connection with Client's use of the Service. Client Data shall exclude usage statistics and other anonymized data when used strictly to improve the performance of the Amunet Platform or provide the Services.

(d) “Order Form” means 1) the subscription sign-up page available through amunetip.com and/or 2) any applicable work order for consulting or enterprise service engagement of Amunet by Client.

2. Limited License

(a) Grant. Amunet hereby grants Client a limited, non-exclusive and non-transferable license, without right of sublicense, during the Term to access, display, and use the Service, and to permit Authorized Users to access and use the Service, subject to the Terms. All rights in the Service not expressly granted hereunder are reserved to Amunet.

(b) Scope. The license granted to Client hereunder is solely for Client's internal business purposes and is limited to the access, display, and use of the Service only by an Authorized User. Client shall have no right pursuant to the Terms to access, use, display, or distribute the Service, in whole or in part, beyond the number of Authorized Users identified on the applicable Order Form. Client may add additional Authorized Users by either executing a new Order Form or amending an existing Order Form. Client is responsible for all activities that occur under Client's and any Authorized User's accounts. Client will: (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all use of the Service by Client and any Authorized User; (b) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify Amunet promptly after becoming aware of any such unauthorized access or use; and (c) comply with all applicable local, state, federal, and foreign laws in using the Service. Nothing in the Terms shall obligate Amunet to continue providing access to any Service beyond the date when Amunet ceases providing such Service to Clients generally.

(c) Unauthorized Access. Client will take reasonable steps to prevent unauthorized access to the Amunet Platform, including without limitation by protecting its passwords and other log-in information. Client will notify Amunet immediately of any known or suspected unauthorized use of the Amunet Platform or breach of its security and will use best efforts to stop any instances of unauthorized access or breach.

(d) Restrictions on Use. Client shall not edit, alter, abridge, or otherwise change in any manner the content of the Service, including, without limitation, all copyright and proprietary rights notices. Client may not, and may not permit others to (including any Authorized User):

(i) Reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from, the software or Service;

(ii) Modify, translate, adapt, alter, or create derivative works from the Service;

(iii) Copy, distribute, publicly display, transmit, sell, rent, lease, or otherwise exploit the Service;

(iv) Distribute, sublicense, rent, lease, loan [or grant any third-party access to or use of] the Service to any third party;

(v) Harvest, collect, gather, or assemble information or data regarding other Clients;

(vi) Transmit through or post on the Service unlawful, immoral, libelous, tortious, infringing, defamatory, threatening, vulgar, or obscene material;

(vii) Transmit material containing software viruses or other harmful or deleterious computer code, files, scripts, agents, or programs;

(viii) Interfere with or disrupt the integrity or performance of the Service or the data contained therein;

(ix) Attempt to gain unauthorized access to the Service, computer systems, or networks related to the Service; or

(x) Harass or interfere with another Client or end-user's use and enjoyment of the Service.

(xi) Client may not use the Service for the purposes of competing with the Amunet Platform.

(xii) Client may not use the Service or related software in a manner that violates any applicable local, state, national, or international law or governmental regulation, policy procedure, ordinance, Client’s applicable corporate and data protection policies, or the rights of any third party.

3. Fees and Payment.

(a) Service Fees and Other Fees. In exchange for the Services to be provided and the licenses granted under the Terms, Client shall pay Amunet the Fees identified in the applicable Order Form, plus any other applicable fees, costs, and expenses contained in the Order Form and the Terms. Unless otherwise set forth in the applicable Order Form, all Fees for use of the Amunet Platform are payable in advance on a monthly basis, and are based on the Services and the number of Authorized Users identified in the Order Form. Client shall inform Amunet of any increases in the number of Authorized Users no later than seven (7) days after the date of such increase and the Order Form will be deemed amended accordingly.

(b) Late Payments. If Client fails to pay the Fees by the due date specified on the invoice, Amunet shall be entitled to interest from the day on which the Fees became due. Both parties agree that the rate of interest on overdue invoices shall be 1.5% per month, or the maximum amount allowable by applicable law, whichever is greater.

(c) Taxes. Client will be responsible for, and will promptly pay or reimburse Amunet for, the payment of all sales, use, excise, value-added, or similar taxes, assessments, or duties (or other similar charges) imposed by any governmental agency (including any interest and penalty imposed thereon as a result of any act or omission of Amunet that is in accordance with the direction or request of Client) that are based on or with respect to any Services or goods provided by Amunet to Client, or the amounts payable to Amunet therefore.

4. Professional Services. During the Term, Client may request Amunet to perform professional services in the nature of patent analysis, business intelligence, software development, software customization, documentation, training, testing, integration services, and any other similar services that Amunet may offer (hereinafter, "Professional Services"). Upon receipt of a request, Amunet may provide Client with a written proposal, and when the Parties agree to all requirements and specifications of the proposed Professional Services, a separate Order Form for the Professional Services shall be executed by the Parties. All Order Forms shall be subject to the terms and conditions of the Terms, unless otherwise set forth in the Order Form. Services performed by Amunet are not exclusive to Client, and Amunet may perform services of any type or nature for any other person or entity at any time.

5. Amunet IP and Data Ownership.

(a) Client agrees that the Service and all parts thereof, and its specifications, including without limitation the editorial coding and metadata contained therein, are the property of Amunet or Amunet's affiliates. The works and databases included in the content of the Service are protected by applicable copyright laws. Other than as expressly set forth in the Terms, no license or other rights in the pre-existing intellectual property rights to the Service are granted to Client, and all such rights are hereby expressly reserved.

(b) Client agrees that only Authorized Users shall be permitted access to the Service. Except as set forth herein or in an Order Form, no clients or other persons or entities who are not legal employees of Client or independent contractors consulting for Client in the ordinary course of Client's business may be Authorized Users.

(c) Feedback Amunet will have the right to use, act upon, and freely exploit any suggestion, idea, enhancement request, feedback, recommendation, or other information provided by Client, an Authorized User, or any other third party acting on Client's behalf, without any remuneration, fee, royalty, or expense of any kind, and Amunet will hereby own all rights, title, and interest in any such suggestion, idea, enhancement request, feedback, recommendation, or other information provided by Client, an Authorized User, or any other third party acting on Client's behalf.

6. Use of Client Data.

(a) Amunet uses Client Data in its providing the Service, including through the Amunet Platform. The processing of Client Data includes passing any uploaded files, documents, or text, together with prompts to the Amunet Platform through proprietary, open-source, and third party AI models. All third-party data processors are identified in the Amunet List of Subprocessors appended hereto and will be updated as necessary based on any change to data processors as a result of added features or functions of the Amunet Platform. Amunet does not store Client Data or make use of Client Data in any way other than to provide the Service.

(b) Client hereby grants to Amunet a non-exclusive, royalty-free, and non-transferable license to use, copy, store, modify, and display the Client Data as necessary to provide the Service in accordance with the Terms. Client Data submitted by Client to the Service, whether posted by Client or by an Authorized User, remains the sole property of Client and Client reserves all right, title, and interest in the Client Data. Notwithstanding any other provision in the Terms, Amunet may collect and provide certain Authorized User registration and statistical information, such as usage or Authorized User traffic patterns, in aggregate and anonymized form to third parties strictly in order to improve the Amunet Platform, provided that such information does not identify any Authorized User or Client and contains no personally identifying information. Amunet may access Client's and its Authorized User accounts, including, without limitation, Client Data, to the extent necessary to respond to service or technical problems.

(c) Amunet will: (i) process Client Data as needed through its proprietary or third party generative AI models as identified in the Amunet List of Subprocessors Addendum in order to deliver the Service and provide the Amunet Platform functionality to Client; (ii) only process and/or transfer Client Data using secure, industry compliant mechanisms; (iii) exercise reasonable efforts to prevent unauthorized disclosure or exposure of Client Data; and (iv) comply with all privacy/security laws that are applicable both specifically to Amunet and generally to data processors in the jurisdictions in which Amunet does business.

(d) Amunet will not: (i) access, process, or otherwise use Client Data for training or developing its models without Client’s express written consent; or (ii) give any third party (other than those identified in the Amunet List of Subprocessors Addendum) access to Client Data, except Amunet’s subcontractors that have a need for such access to facilitate or operate the Amunet Platform and to provide the Service, provided that such subcontractors shall at all times be subject to written agreement governing the use and security of Client Data.

(e) Client acknowledges Amunet’s privacy policy pertaining to the Amunet Platform and collection of personal information at https://amunetip.com/privacy.

7. Warranties; Disclaimer.

(a) By using the Services provided on this website, the Amunet Platform, or as otherwise described in an Order Form, you, the Client, acknowledge and agree that the Services offered are strictly advisory in nature and not intended to serve as a substitute for professional legal advice. The content, insights, and guidance provided through our Services are designed to support your decision-making process but should not be relied upon as legal, regulatory, or professional advice. You bear the sole responsibility for any actions or decisions you make based on the advice received through our Services. We strongly encourage you to consult with a qualified legal or professional advisor, as appropriate, for any specific issues or matters requiring professional advice. Our role is to provide insights and recommendations based on the information available to us, and we do not assume any liability for actions taken or not taken based on our advisory services. Your use of the Services constitutes your acceptance of these terms.

(b) EXCEPT AS SPECIFICALLY PROVIDED HEREIN, CLIENT ACKNOWLEDGES AND AGREES THAT THE SERVICE(S), THE CONTENTS THEREIN, AND ANY ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS, AND AMUNET DOES NOT MAKE ANY AND HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

8. Client Infringement Indemnity. Client, at its expense, will defend, indemnify, and hold Amunet harmless from and against any and all third-party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorneys' fees, finally awarded by a court of competent jurisdiction, after all rights of appeal are exhausted, against Amunet which relate to a claim, action, lawsuit, or proceeding made or brought against Amunet by a third party alleging the infringement or violation of such third party's registered patent, trade secret, copyright, or trademark (each a "Amunet Claim") by way of Amunet's use of any Client Data or other information or materials provided by Client in connection with the Terms.

9. Limitation of Liability. AMUNET AND ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AND AMUNETS ("AMUNET PARTIES") WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO CLIENT, AUTHORIZED USERS, OR ANY THIRD PARTY, FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, AND LOST REVENUES, WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF AMUNET PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF ANY SUCH DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IN NO EVENT WILL THE LIABILITY OF AMUNET PARTIES ARISING OUT OF ANY CLAIM RELATED TO THE TERMS EXCEED THE AGGREGATE AMOUNT PAID BY CLIENT HEREUNDER IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN AMUNET PARTIES' LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

10. Term; Termination. The Service and applicable Fees shall be effective for the Term, unless terminated earlier in accordance herewith. Modifications in any ongoing Fees in connection with the Service shall be communicated to Client no later than thirty (30) days prior to their effective date, and such modified Fees shall be deemed to replace those previously stated in the Order Form. The Service, including all Order Forms, may be terminated as follows: (a) if either Party commits a material breach of the Terms and fails to remedy such breach within thirty (30) days of receiving written notice thereof by the non-breaching Party ("Notice of Breach"), the Party giving such notice may then deliver a second written notice to the breaching Party terminating the Service, in which event the Terms, and the licenses granted hereunder, will terminate on the date specified in such second notice; or (b) if a receiver is appointed over any assets of either Party or if either Party makes any arrangement with its creditors or becomes subject to an administration order or goes into liquidation or anything equivalent to the foregoing under any jurisdiction or ceases to carry on business, either Party may terminate by giving written notice with immediate effect. If the Terms is terminated before the end of its then-current term (as identified on the applicable Order Form or Order Form) for any reason other than by Client under the foregoing clauses (a) or (b) in this Section, then Client will pay to Amunet as liquidated damages, with respect to an Order Form, the amount due by Client for the previous calendar month times the number of months remaining in such Term (as identified on the applicable Order Form), or with respect to an Order Form for custom or consulting services, the Total Estimated Fees plus any additional amounts due by Client under the applicable Order Form ("Liquidated Damages") within 30 days after such termination. The parties agree that the Liquidated Damages under this clause are not intended to be and will not be punitive in effect and that the Liquidated Damages are a genuine pre-estimate of loss (which may be difficult to ascertain) resulting from early termination of the Terms. Notwithstanding anything to the contrary contained in the Terms, if Client receives any notice of late payment under the Terms in any form, written or electronic, from Amunet including any business division (e.g., Amunet' Credit Department), such notice will be deemed to be a Notice of Breach.

11. Confidentiality. Client and Amunet understand and agree that in the performance of the Terms each Party may have access to private or Confidential Information of the other Party, which either is marked as "confidential" or the receiving party should reasonably know under the circumstances that such information is confidential and/or proprietary information of the other Party. Each Party shall hold such Confidential Information in confidence and not, without the consent of the other, disclose it to a third party or use it for any purpose other than in performance of the Terms. The disclosure of the Confidential Information to the receiving Party does not confer upon the receiving Party any license, interest, or right of any kind in or to the Confidential Information, except as provided under the Terms. At all times and notwithstanding any termination or expiration of the Service, the receiving Party agrees that it will hold in strict confidence and not disclose to any third party the Confidential Information of the disclosing Party, except as approved in writing by the disclosing Party. The receiving Party will only permit access to the Confidential Information of the disclosing Party to those of its employees or authorized representatives having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations substantially similar to those contained in the Terms. The receiving Party will be responsible to the disclosing Party for any third party's use and disclosure of the Confidential Information that the receiving Party provides to such third party in accordance with the Terms. The receiving Party will use at least the same degree of care it would use to protect its own Confidential Information of like importance, but in any case with no less than a reasonable degree of care, including maintaining information security standards for such Confidential Information as are commercially reasonable and customary for the type of Confidential Information. This obligation of confidentiality shall not apply to information that is: (i) generally available to the public through no act or omission of the receiving Party, (ii) becomes known to the receiving Party through a third party with no obligation of confidentiality, (iii) was in the receiving Party's possession before receipt from the disclosing Party, (iv) is independently developed by the receiving Party, or (v) is required to be disclosed by law, court, or by any government or regulatory authority. If any Confidential Information is required to be disclosed by statute, rule, regulation, or order of any court of competent jurisdiction, before any such disclosure the receiving Party will provide notice to the disclosing Party reasonably sufficient to allow the disclosing Party the opportunity to apply for a protective order or other restriction regarding such disclosure. If either Party elects to file the Terms with the U.S. Securities and Exchange Commission or any other securities exchange or market, regulatory authority or other body, the filing Party will provide the non-filing Party with no less than five (5) business days notice before the expected date of the filing (the "Filing Date"), and a copy of the Agreement marked to show the sections for which the filing Party plans to seek confidential treatment. The filing Party agrees to expand its confidential treatment request to include those provisions of the Terms reasonably indicated by the non-filing Party before the Filing Date as provisions for which the non-filing Party requests confidential treatment. All Confidential Information will remain the exclusive property of the disclosing Party. No public announcement, press release, or communication concerning the Terms shall be made without the prior consent of the other Party. Each Party to the Terms will immediately notify the other Party in writing upon discovery of any unauthorized loss, access, or disclosure of the Confidential Information of the other Party. Upon termination or expiration of the Terms, upon written request of the other Party, or when no longer needed by either Party for fulfillment of its obligations under the Terms, each Party will either: (a) promptly return to the other Party all documents and other tangible materials representing the other Party's Confidential Information, and all copies thereof in its possession or control; or (b) destroy all tangible copies of the other Party's Confidential Information in its possession or control by the following methods. Notwithstanding the foregoing, each Party's legal counsel may retain one copy of the disclosing Party's Confidential Information for its files solely to provide a record of such Confidential Information for archival purposes. If either Party should breach or threaten to breach any provision of this Section of the Agreement, the non-breaching Party, in addition to any other remedy it may have at law or in equity, will be entitled to seek a restraining order, injunction, or other similar remedy in order to specifically enforce the provisions of the Terms. Each Party specifically acknowledges that money damages alone would be an inadequate remedy for the injuries and damages that would be suffered and incurred by the non-breaching Party as a result of a breach of any provision of this Section. In the event that either Party should seek an injunction hereunder, the other Party hereby waives any requirement for the submission of proof of the economic value of any Confidential Information or the posting of a bond or any other security. In the event of a dispute between the Parties, the non-prevailing Party will pay all costs and expenses, including, but not limited to, reasonable attorneys' fees, associated with resolving the dispute. For purposes of the Terms, "Confidential Information" means any valuable, non-public business information, including the Terms and all matters discussed relating to the Terms, [and any personally identifiable health, medical, employment, and similar private personal information], that is designated or identified as confidential at the time of the disclosure or is by its nature clearly recognizable as confidential information to a reasonably prudent person with knowledge of the disclosing Party's business and industry.

12. Miscellaneous

(a) Notice. All notices to a Party hereunder shall be in writing, and delivered by certified mail, return receipt requested, overnight courier service, or by facsimile with confirmation by the above described mailing methods to the address(es) set forth in the Terms, or to a different address which a Party may give written notice of pursuant to this Section from time to time. Notice will be deemed delivered and received on the date it is actually received or as stated in written evidence of receipt from the applicable mail courier.

(b) Assignment. The Service and Client’s obligations herein are not transferable, assignable, delegable, or sublicenseable by Client in whole or in part, without the prior written permission of Amunet. The Terms will be binding upon and inure to the benefit of the Parties and their respective permitted successors, trustees, administrators, and assigns.

(c) Survival. Any and all provisions, promises, and warranties contained herein, which by their nature or effect are required or intended to be observed, kept, or performed after termination or expiration of the Terms, will survive the termination or expiration of the Terms and remain binding upon and for the benefit of the Parties hereto.

(d) Independent Contractor. Amunet is acting in performance of the Terms as an independent contractor.

(e) Binding Effect and Third-Party Beneficiary. Except if specifically stated in the Terms, neither Party, nor any of their respective employees or agents, will have the power or authority to bind or obligate the other Party. No third party is a beneficiary of the Terms.

(f) Waiver of Rights. Except where specifically stated to the contrary, all remedies available to either Party for breach of the Terms under the Terms, at law, or in equity, are cumulative and non-exclusive. A waiver or failure of either Party at any time to require performance by the other Party of any provision hereof will not affect the full right to require such performance at any time thereafter.

(g) Severability. If any provision or portion thereof of the Terms or its application in a particular circumstance is held to be invalid or unenforceable to any extent in any jurisdiction, such provision or portion thereof will, as to such jurisdiction only, be ineffective to the extent of such unenforceability, all other provisions and portions thereof of the Terms will not be affected thereby and will be valid and enforced to the fullest extent permitted by law.

(h) Choice of Law and Venue. The Terms, as well as any and all tort claims arising from the Terms or arising from any of the proposals, negotiations, communications, or understandings regarding the Terms, will be governed by and construed in accordance with the laws of the State of Florida, applicable to contracts made entirely within Florida and wholly performed in Florida, without regard to any conflict or choice of law principles. The sole jurisdiction and venue for any litigation arising out of the Terms will be an appropriate federal or state court located in Florida. Further, neither the United Nations Convention on Contractors for the International Sale of Goods nor the Uniform Computer Information Transactions Act will apply to the Terms.

(i) Force Majeure. Any failure or delay by Amunet in the performance of its obligations pursuant to the Terms will not be deemed a default or breach of the Agreement or a ground for termination to the extent such failure or delay is due to computer or Internet or telecommunications breakdowns, denial of service attacks, fire, flood, earthquake, elements of nature or acts of God, pandemics, acts of war, terrorism, riots, civil unrest, rebellions or revolutions in the United States, or any nation where the obligations under the Terms are to be executed, strikes, supplier and third-party failure, lockouts, labor difficulties, quarantines, health related orders, or other similar actions taken by governmental authorities, or any similar cause beyond the reasonable control of Amunet.

Amunet List of Subprocessors

Last Updated: April 12^th, 2024