This Researcher Agreement governs the relationship between Unified Patents Inc., a Delaware corporation, (Company, or we, our, us) and you (Researcher). 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.
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 Company. 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 Company may share the information with third parties as needed.
“Confidential Information” defined: For the purposes of this Agreement and your relationship with us, “Confidential Information” means all confidential or proprietary information, documents, and materials, whether printed or in machine-readable form or otherwise belonging to Company, including but not limited to:
- processes, hardware, software, inventions, trade secrets, ideas, designs, research, and know-how; business methods, production plans, marketing and branding plans, and merger plans; identity of shareholders, directors, or employees; materials relating to business operations;
- all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements to any such inventions, including but not limited to, all products created, designed, and marketed by us;
- all patents, including patent applications and patent disclosures, both domestic and foreign, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof;
- all trademarks, service marks, trade dress, logos, slogans, trade names, and corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated with any such marks, and all applications, registrations and renewals in connection therewith;
- all writings and other works subject to copyright protection under any federal, state, provincial or local, or international copyright act or other law or international treaty, including, without limitation, the U.S. Copyright Act, including all copyrighted works, copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith;
- all mask works and all applications, registrations, and renewals in connection therewith;
- all trade secrets and confidential business information (including, without limitation, ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, and business information);
- all computer software (including data, disks, licenses, source code, and related documentation); and all web sites and domain names.
Confidential Information shall include all information that should reasonably have been understood by Researcher, because of legends or other markings, the circumstances of disclosure, or the nature of the information itself, to be proprietary and confidential to Company, regardless of whether such information is marked "Confidential" or "Proprietary."
“Confidential Information” also includes the fact that you are providing services to us as a Researcher, any information or other materials provided to you by us in connection with any Contest and any information or work product generated by you in connection with any Contests (collectively, “Contest Materials”).
For the purposes of this Agreement and your relationship with us, Confidential Information does not include information which: (i) was or is obtained by Researcher from a third party which third party, to the actual knowledge of Researcher, was or is lawfully in possession of such information and was or is not in violation of any contractual or legal obligation to Company or other party with respect to such information; (ii) is or becomes part of the public domain through no fault of Researcher; (iii) was or is independently ascertained or developed by Researcher; or (iv) is approved for disclosure and release by written authorization of Company.
Protection of Confidential Information: You agree to use the same degree of care in protecting and using our Confidential Information as you would use in protecting your own Confidential Information. In no case will you use less than a reasonable degree of care to maintain the confidentiality of the information you receive from us.
Disclosure of Confidential Information: You agree that you will take all reasonable precautions and steps to prevent the disclosure of Confidential Information, including but not limited to the following:
- You will not use Confidential Information other than for the benefit of Company and for the purposes described directly or indirectly in this Agreement or specific Contests.
- You agree that all Confidential Information is the sole property of Company at all times, regardless of whether such information is situated on our premises or elsewhere, and that it is subject to inspection with or without notice.
If you receive notice of any legal proceedings that request or require you to disclose any Confidential Information or Contest Materials, you agree to notify and coordinate with Company before making any disclosure.
Unauthorized Use of Confidential Information: You will not use the Confidential Information to compete, either directly or indirectly, with Company.
Destruction of Confidential Information: Upon Company's request by email or by other means deemed appropriate, you will promptly return or destroy all such Confidential Information and will confirm such destruction to us in writing.
INTELLECTUAL PROPERTY RIGHTS
Unless otherwise disclosed to you, all intellectual property rights in any materials or content supplied on the Site or in connection with any Contest are owned by us. Nothing in your use of the Site and participation in Contests gives you any rights of any kind to any intellectual property owned by us or in any Confidential Information we may provide to you, and you agree that you do not acquire any ownership or use rights beyond those expressly granted to you. Nothing in this Agreement affects any continued ownership of intellectual property rights you may have in any public references that you provide to a Contest.
NO EMPLOYER OR FIDUCIARY RELATIONSHIP
Researcher is responsible for understanding relevant labor laws for Researcher’s country, state, province, local government and/or any other authorized government jurisdiction for Researcher’s particular location and work situation.
You hereby acknowledge that (i) your registration on our Site, status as a Researcher, participation in Contests, or receipt of any compensation; (ii) our use use of any responses or materials provided by you in a Contest; (iii) the use of the terms "Researcher" or "work"; and (iv) your compensation by us for services performed by you, 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 compensation does not provide any rights associated with an employee benefits plan or any other plan provided for employees.
You affirm that you are not an employee or agent of Company or one of our Members, and that you are not the immediate family member (spouse, mother, father, sister, brother, daughter, or son) or member of the same household (whether related or not) of any such employee or agent.
Each Contest posted on the Site may indicate its specific 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 compensation to Researchers who compete. By participating in such a Contest, Researchers have an opportunity to receive compensation if their submissions are selected.
Those selections and the amount and/or distribution of compensation 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 compensation for any submissions provided by the Researcher.
All winners are subject to verification. Company may conduct an audit of the Researcher’s 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. Value is subject to market conditions, which can fluctuate and any difference between actual market value and actual retail value will not be awarded.
By participating in a Contest, you agree that your name and likeness may be used for advertising and promotional purposes, without further consideration, in connection with the Contest or the Company’s business. 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. The Researcher agrees to indemnify the Company and hold it harmless against any claims, losses or expenses arising out of or relating to Researcher's tax status.
SUSPENSION AND TERMINATION
If we determine that you have failed to comply with any part of this Agreement or our Policies, we may in our sole discretion suspend or terminate your Researcher account with us. Company may further exercise any and all other rights or remedies available under our Policies and applicable law.
If you have performed work which is selected for compensation, we may determine that such compensation 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. You further agree that we may use any available legal and/or equitable remedies to suspend or terminate your account with us, prevent payment of compensation while in noncompliance with this Agreement or our Policies, or seek remuneration of amount paid to you while you were in noncompliance with this Agreement or our Policies.
EQUITABLE RELIEF, DAMAGES
Researcher agrees and understands that a breach of this Agreement may cause substantial harm to Company and that Company would not have an adequate remedy at law, nor be fully compensable in money damages alone, for such breach. Therefore, Company or any third-party owner of the Confidential Information may, in addition to other available legal or equitable remedies, enforce their rights in equity by injunction, specific performance or other equitable relief. Company's right to such equitable remedies shall be in addition to all other rights or remedies, which Company may have under this Agreement or under applicable law. Company shall have the right to recover its costs and expenses, including reasonable attorneys’ fees, incurred to enforce this Agreement whether or not suit is commenced.
SUCCESSOR AND ASSIGNS
This Agreement is binding on the parties, their agents, successors and assigns.
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.
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.
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.
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.
Please contact us with any questions or comments you have regarding our Researcher Agreement at email@example.com so that we may promptly address your concerns.