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PATROLL Prior Art Contest Researcher Agreement

PARTIES

This PATROLL Prior Art Contest Researcher Agreement governs the relationship between Unified Patents, LLC, a Delaware corporation, (Company, or we, our, us) and you (Researcher or you, your). This Agreement is effective as of the date you register as a Researcher and for the duration of your association and any continuing obligations with us.

INTRODUCTION

Unified Patents welcomes you to our global community of prior art researchers through this online registration process. You agree to comply with the terms and conditions of this Agreement, any rules we publish for a particular prior art contest (Contest), and all Company policies and procedures provided on our website patroll.unifiedpatents.com (the Site), including our Privacy Policy and Terms of Use as may be updated from time to time, or as we may otherwise communicate to you (our Policies). Such rules and Policies are made part of this Agreement as if fully set forth herein.

Accepting the terms of this Agreement, including the completion of the online registration information, will permit you to register as a Researcher and set up your Researcher account with us.

You may open and maintain only a single account with us. You agree that you will provide accurate contact and personal information and that you will promptly update us with any changes to such information. You agree that we may share the information with third parties as needed.

ELIGIBILITY

You represent and warrant that you meet the following eligibility requirements. To be eligible to participate in any Contest hosted by us, you must be a legal resident of the country in which you reside and be the age of majority where you reside. Additionally, employees of the Company, their immediate family members (spouse, child, sibling, or parent), and members of the same household (whether related or not) are not eligible to participate in our Contests.

INTELLECTUAL PROPERTY RIGHTS

As between you and us, we shall remain the sole and exclusive owner of the Site, its content, the PATROLL Platform, all materials provided by us in connection with the Contest, the Unified Patents and PATROLL name and marks, and all intellectual property rights associated with any of the foregoing.

YOUR CONTEST SUBMISSION

You represent and warrant that the content and materials you submit in any Contest (Submission) complies with the Contest rules and this Agreement, and that your Submission does not violate any applicable laws or regulations or the rights of third parties. You hereby grant to Company and our successors and assigns a non-exclusive, irrevocable, perpetual, fully transferable, sublicensable, worldwide right and license to use, reproduce, distribute, modify, prepare derivative works based on, publicly display, and publicly perform your Submission(s) in any Contest.

NO EMPLOYER OR FIDUCIARY RELATIONSHIP

You hereby acknowledge that (i) your registration on our Site, status as a Researcher, participation in Contests, or receipt of any prize or compensation; (ii) our use of any responses or materials provided by you in a Contest; and (iii) the use of the terms "Researcher" or "work do not individually or collectively create any employee-employer, agency, fiduciary or any other non-arms-length relationship between you and Company, or confer upon you any of the rights or obligations associated with any such relationship. Likewise, you agree that the payment of any prize or compensation does not provide any rights associated with an employee benefits plan or any other plan provided for employees.

PRIZES

Each Contest posted on the Site may indicate its specific rules and requirements, including the information sought, the time period over which it will run, particular types or sources of information, qualifying or disqualifying questions. A Contest posted on our Site may offer a prize. By participating in such a Contest, you will have an opportunity to receive the prize if your Submission is selected as the winning entry.

Those selections and the amount and/or distribution of the prize are made in the sole and complete discretion of Company. Company reserves the right to terminate or modify the Contest at any time without awarding a prize for any submissions provided by you or other Contest participants.

All winners are subject to verification. Company may conduct an audit of any submission, and may postpone the announcement of the Contest winners until the conclusion of such audit. No transfer, substitution or cash equivalent for prizes is allowed, except at the Company’s sole discretion. Company reserves the right to substitute a prize, in whole or in part, if a prize cannot be awarded, in whole or in part, as described for any reason. By participating in a Contest, except where prohibited by law, you agree that your name and likeness may be used for advertising and promotional purposes, without further consideration, in connection with the Contest. Contest winners are solely responsible for all taxes and reporting related to any award that they may receive as part of the Contest. All payments will be made net of any withholdings or other deductions. You must provide taxpayer identification, payment and other information required by Company as a condition to receiving any compensation. Company may require additional tax information as necessary in order to remit your payment and your receipt of such payment is conditioned upon compliance with such requests. You agree to indemnify the Company and hold it harmless against any claims, losses or expenses arising out of or relating to your tax status or your failure to pay any taxes owed because of a prize awarded to you.

SUSPENSION AND TERMINATION

If we determine that you have failed to comply with any part of this Agreement, the Contest rules, or our Policies, we may in our sole discretion suspend or terminate your Researcher account with us and disqualify you from participating in any Contest. Company may further exercise any and all other rights or remedies available under our Policies and applicable law.

If you were selected as the winner in a Contest, we may determine that the prize is forfeited for any time period during which you are not in compliance with this Agreement or our Policies. You agree that if we determine that you have made false, inaccurate or incomplete statements to us or in response to a Contest that you will immediately, upon demand by us, return the value of any compensation that has been or may be paid to you.

SUCCESSOR AND ASSIGNS

This Agreement is binding on the parties, their agents, successors and assigns.

NOTICES

The parties may provide all notices, demands, requests or other communications given under this Agreement in writing, (i) in the case of the Company, to our email address set forth on our Site, and (ii), if to a Researcher, the Researcher’s email address set forth in the Profile completed by the Researcher on our Site.

WAIVER

A waiver at any time by us of any breach or a failure to enforce any of the terms and conditions of this Agreement shall not in any way affect, limit or waive our right thereafter to enforce and compel strict compliance with every term and condition hereof.

GOVERNING LAW

This Agreement shall be interpreted in accordance with the laws of the State of California, United States of America (excluding any conflicts of law principles requiring the application of the laws of another jurisdiction), and any legal proceeding arising out of the Agreements will occur in San Jose, California.

ENTIRE AGREEMENT

This Agreement represents the only agreement among the parties concerning the subject matter herein and supersedes all prior agreements, whether written or oral. You agree that Company may amend, modify or waive any provision of this Agreement by posting of same on the Site and you agree to all such future amendments, modifications or waivers with your only remedy to non-agreement with same being the cessation of your role as a Researcher for Company.

CONTACT US

Please contact us with any questions or comments you have regarding our this Agreement at info@unifiedpatents.com so that we may promptly address your concerns.