Terms of Use

This Terms of Use Agreement (the "Agreement") describes your rights and responsibilities and states the terms and conditions under which you may use this Penn State Research Foundation (“PSRF”) Patent Auction website (the "Site"). Please read this document carefully. The term “you” as used herein refers to all individuals and any affiliated entities accessing the Site for any reason. By continuing to use the Site, you are indicating your acceptance to be bound by the terms and conditions of this Agreement between you and PSRF.If you do not accept the terms and conditions stated here, you are not permitted to use the Site and you should immediately stop using the Site. You must be at least 18 years of age to use the Site. If you are not at least 18 years old, you should immediately stop using the Site. It is your responsibility to review this Agreement periodically. PSRF reserves the right to modify this Agreement from time to time without notice and in its sole discretion at any time by updating this web page, and your continued use of the Site after any modifications by PSRF shall constitute your acceptance of such modifications.

Scope of Use: The information, data and other content (the “Information”) provided on the Site is provided by PSRF for general informational purposes only and may not be redistributed by you. Information provided on the Site may be delayed as determined by PSRF in its sole discretion. You agree to use the Site and the Information provided therein only for your own personal use, and not to reproduce, retransmit, disseminate, sell, distribute, republish, broadcast, post, circulate or commercially exploit the Information available on the Site in any manner without the express written consent of PSRF. Use of the Information available on the Site for any unlawful purpose is expressly prohibited. You agree to access the Information available on the Site manually by request and not programmatically by macro or other automated means, and to view the Information only as displayed on your terminal screen and not attempt to upload, intercept, extract or otherwise collect and/or record the Information through any technological means.

Copyright and Intellectual Property Right Ownership: The Site, and all Information therein, contains intellectual property owned by PSRF that is protected under copyright, patent, and trademark and other intellectual property laws. PSRF owns the copyright to all Information and works of authorship on the Site. All trademarks, service marks, and logos used on the Site are the trademarks, service marks, or logos of PSRF or The Pennsylvania State University. You agree that, other than the right to access the Site and view the Information contained on the Site under the terms and conditions set forth herein, you acquire no ownership, title, right or interest of any kind in or to the Site or any portion thereof, or any portion of any Information on the Site. All title, right and interest therein and thereto remains solely with PSRF. You may not copy any of the Information provided on the Site and must not copy these documents to any website.

NO WARRANY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE INTELLECTUAL PROPERTY RIGHTS (“IP RIGHTS”) OFFERED ON THIS WEBSITE, AND THE USE THEREOF, IS AT YOUR SOLE RISK AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE IP RIGHTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND PSRUF HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE IP RIGHTS, EITH EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING, OF QUIET ENJOYMENT, OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. PSRF DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE IP RIGHTS, THAT THE IP RIGHTS WILL MEET YOUR REQUIREMENTS, OR THAT DEFECTS IN THE IP RIGHTS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PSRF SHALL CREATE A WARRANTY. SHOULD THE IP RIGHTS PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF, OR RELIANCE ON, THE SITE AND ANY INFORMATION PROVIDED ON THE SITE. INFORMATION CONTAINED ON THE SITE IS SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE.

The fact that PSRF has made the Information and services provided on this Site available to you constitutes neither a recommendation that you enter into a particular transaction nor a representation that any product described on this Site is suitable or appropriate for you. The IP Rights described on this Site involve significant risks, and you should not enter into any transactions unless you fully understand all such risks and have independently determined that such transactions are appropriate for you. Any discussion of the risks contained herein with respect to any product should not be considered to be a disclosure of all risks or complete discussion of the risks which are mentioned. You should neither construe any of the material contained herein as business, financial, investment, hedging, trading, legal, regulatory, tax, or accounting advice nor make this service the primary basis for any investment decisions made by or on behalf of you, your accountants, or your managed or fiduciary accounts, and you may want to consult your business advisor, legal, tax and accounting advisors concerning any contemplated transactions

DISCLAIMER OF DAMAGES AND LIMITATION OF LIABILITY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PSRF NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES SHALL BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER LOSSES OR DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS, USE, DATA OR OTHER INTANGIBLE DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), UNDER ANY CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY) OR OTHER LEGAL THEORY, HOWSOEVER CAUSED, ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE AND/OR ANY INFORMATION CONTAINED ON THE SITE, OR ANY ERRORS OR OMISSIONS THEREIN, OR YOUR USE OF, OR INABILITY TO USE,
OR RELIANCE ON, THE SITE.YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR INFORMATION CONTAINED ON THE SITE IS TO STOP USING THE SITE. IN THE EVENT THAT THE FOREGOING DISCLAIMER OF LIABILITY IS HELD TO BE INVALID OR UNENFORCEABLE, YOU AGREE THAT THE MAXIMUM CUMULATIVE AGGREGATE LIABILITY OF THE PSRF PARTIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE) AT ANY TIME SHALL BE THE AGGREGATE CUMULATIVE AMOUNT PAID BY YOU TO PSRF AT SUCH TIME, IF ANY, TO ACCESS THE SITE.

Indemnity: You agree to indemnify, defend and hold harmless PSRF, The Pennsylvania State University, their trustees, directors, officers, employees and affiliates, from and against any claim, action or demand, including, without limitation, reasonable legal fees, made by any third party due to or arising out of the death of or injury to any person or persons, any damage to property or any other claim which results from the production, manufacture, sale, use, lease, consumption, assertion, or advertisement of the IP Rights.

Jurisdictional Issues: PSRF makes no representation that (i) materials on the Site are appropriate or available for use in other locations or (ii) that any products, instruments or services discussed on the Site are appropriate or available for use or sale in any jurisdiction. If you choose to access the Site from any location then you do so on your own initiative and at your own risk, and you are responsible for compliance with all applicable local laws. PSRF reserves the right to limit the availability of the Site to any person, geographic area, or jurisdiction it desires, at any time and in its sole discretion.

Acquisition of IP Rights: Any IP Rights acquired from this Site will require you to enter into a License Agreement.

Export Control: All transactions and rights acquired from this Site are subject to the laws and regulations of the United States of America, including, but not limited to, any applicable laws or regulations governing the import or export of controlled technology, technical data or commodities. You acknowledge that the practice of any IP Rights acquired from this Site may require use of technology, technical data, hardware, software, materials, or other commodities (hereinafter “Controlled Technology”) unavailable on the international market. The transfer, purchase or other acquisition of such Controlled Technology may require a license or other approval from the cognizant United States Government Agency tasked with enforcement of the relevant and applicable controls. You agree that you shall be solely responsible for obtaining any and all necessary clearances, approvals or licenses to enable acquisition or transfer of Controlled Technology associated with, or necessary to, the practice of any IP Rights acquired from this Site. PSRF neither represents that any such licenses or other approvals are required nor that, if required, any such licenses or other approvals shall be issued. All costs, expenses, liabilities, penalties or other related fees or obligations, including any legal fees, costs or expenses, associated with any export control compliance activities necessary to the acquisition or practice of the IP Rights acquirable from this Site shall be borne solely by you.

Links to Other Websites: The Site may contain links to third-party internet websites or resources. These links are provided solely as a convenience to you and not an endorsement by PSRF of the contents of such third-party websites. PSRF neither controls nor endorses any such other websites, nor has it reviewed or approved any content that appears on such other websites. You acknowledge and agree that PSRF shall not be held responsible for the legality, timeliness, accuracy, completeness or appropriate nature of any information, data or other content, advertising, products, or services located on or through any third-party websites, nor for any loss or damages caused or alleged to have been caused by your use of, inability to use, or reliance on, any such content, information, products, services or data. If you decide to access a linked website, you do so at your own risk.

Privacy: PSRF’s policy with respect to the collection and use of your personal information is set forth in its Privacy Policy. For more information please click here.

Termination: This Agreement, as amended by PSRF from time to time in accordance with its terms, shall remain effective indefinitely until terminated by PSRF. PSRF shall have the right to terminate this Agreement, and/or your access to and use of the Site, at any time in its sole discretion and without the requirement of written notification.

Miscellaneous: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to any choice of law or conflict of laws rule that would cause the application of the laws of any jurisdiction other than the Commonwealth of Pennsylvania, except that questions affecting the construction and effect of any patent shall be determined by the law of the country in which the patent was granted. If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. This Agreement shall not be assignable or transferable by you except with PSRF’s prior written consent. No waiver by PSRF of any breach, default or condition hereunder shall be deemed to be a waiver of any other preceding or subsequent breach, default or condition. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof. This Agreement, together with all PSRF policies referred to herein, constitutes the entire agreement between you and PSRF relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements