v. 1 from February 1, 2022
Welcome to IPNOTE!
This Website is offered and available only to legal persons and individuals for commercial non-consumptive purposes.
This Website is offered and available to users who 18 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.
Table of contents
- About iPNOTE
- User Responsibilities
- iPNOTE’s provision of the Website and Limited Website License
- User-Generated Content
- Registration of an Account
- Company’s Balance
- Subscription Tariffs
- IP Marketplace
- Confidential Information
- Transaction fees (Commissions)
- Communicating through the Website
- Communicating through the Website
- iPNOTE Software License Agreement (EULA)
- Disclaimer of Warranties.
- Limitation of Liability.
- Release and Indemnification.
- Governing Law and Jurisdiction
The “Website” refers to the iPNOTE’s website, which can be accessed at https://ipnote.pro and https://app.ipnote.pro, all subpages and subdomains, and all content, services, and products available at or through the Website.
The terms “we,” “us,” “iPNOTE” and “our” refer to the IPNOTE Inc. (registered address: 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808), as well as our affiliates, directors, subsidiaries, officers, and employees. Consultants are not part of iPNOTE.
The “Service” refers to the iPNOTE’s services accessed via the Website after Account creation, inсluding but not limited to: a software for effective intellectual property management (the “IP Software”); a database of IP Tasks and contractors, services for direct and secure Agreements between Users, means for contractual payments, dispute resolution (the “IP Marketplace”). We provide the Service “as it is” and whole functionality of the Service can be seen in the Service itself. iPNOTE does not provide an attorney or patent attorney referral service, or serve as an employment agency.
The “User”, “You” and “Your” refer to the person, company, or organization that has visited or is using the Website and/or the Service.
The “Account” is a collection of settings and information associated with a User on the Website.
The “Company” is a legal body, an individual entrepreneur or a physical person that is added by User to their Account in the Service. A Company may be a Client’s Company, a Consultant’s Company, or both.
The “Task” refers to a consulting services request made by a Client Company to potential Consultant Companies describing Client’s needs related to intellectual property or other legal issues. After acceptance of a particular Consultant’s Offer by the Client, the Task becomes a part of a legally binding Agreement between the Consultant and the Client.
The “Offer” refers to a commercial proposal for a Task made by a Consultant Company to a Client Company. Offer normally contains information about Consultant’s service charge, governmental fee, delivery time etc.
The “Agreement” refers to a legally binding Agreement for provision of services between a Consultant Company and a Client Company concluded when the Client accepts the particular Consultant’s Offer.
The “Consultant” refers to User Companies in the intellectual property or legal field who may communicate with and provide contracting or consulting work to Clients for a fee. Consultants are not the employees or agents of iPNOTE.
The “Client” refers to User Companies who set Tasks and enter into Agreements with Consultants to receive services connected with intellectual property for a fee.
The “IP Sowtware” a software integrated into the Service and designated for effective intellectual property management, including but not limited to document management and storage and personal assistance in IP management.
The “IP Marketplace” is a part of the Service designated for collaboration and communication between legal professionals, patent attorneys and those seeking assistance in the sphere of intellectual property. Marketplace provides access to iPNOTE’s virtual community of professional Consultants, easy collaboration through iPNOTE’s communication management tools, conclusion of Agreements between Users, secure payment, invoicing, alternative dispute resolution procedures.
The “Content” refers to a content featured or displayed through the Website, including without limitation text, documents, information, data, articles, opinions, images, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features, and other materials that are available on the Website. Content includes, without limitation, User-Generated Content, which may be submitted by any iPNOTE User.
2. About iPNOTE
2.1. iPNOTE Service is a platform that:
a) Provides a software for effective intellectual property management, including but not limited to document management and storage, personal assistance in IP management (the “IP Software”). Using the Service as IP Software, you are granted a worldwide and non-exclusive license to use this Software and obliged to comply with the Section 18 “IP Software License Agreement” hereof.
b) Is a place for collaboration and communication between legal professionals, patent attorneys and those seeking assistance in the sphere of Intellectual property. The iPNOTE Service provides access to iPNOTE’s virtual community of professional Consultant Users, easy collaboration through iPNOTE’s communication management tools, conclusion of direct Agreements between Users, secure payment and invoicing tools, alternative dispute resolution procedure (“IP Marketplace”).
2.2. iPNOTE provides following services to its Users:
- hosting and Website maintenance;
- IP Software provision;
- personal assistance in IP management;
- online transactions services through IP Marketplace;
- IP arbitration (alternative dispute resolution procedures).
The above list of services is not exhaustive, please find more information about iPNOTE services in your personal Account.
2.3. iPNOTE is not a law firm, legal or patent association. iPNOTE does not offer legal representation. iPNOTE does not offer any legal or intellectual property advice, legal opinions, recommendations, referrals, or counseling. Consultants are not the employees or agents of iPNOTE. iPNOTE is not involved in agreements between Users Companies or in the representation of User Companies. At no point may iPNOTE be held liable for the actions or omissions of any Consultant performing consulting services for you.
2.4. iPNOTE is not an attorney referral service or employment agency. iPNOTE is not an attorney referral service or employment agency. iPNOTE does not select or endorse any individual Consultant Company to service a Client. While iPNOTE uses commercially reasonable efforts to confirm that registered Consultants are licensed attorneys or patent attorneys, we do not make any warranty, guarantee, or representation as to the legal ability, competence, quality, or qualifications of any Consultant. iPNOTE does not warrant or guarantee that Consultants are covered by professional liability insurance. iPNOTE encourages Clients to research any Consultant User before accepting professional advice.
2.5. iPNOTE does not vouch for any of its Users. iPNOTE simply provides a platform on which those seeking assistance in legal or intellectual property sphere may communicate and transact with legal professionals and patent attorneys. iPNOTE does not endorse any of its Consultant Companies and does not sanction statements that Consultant Companies make on the platform. iPNOTE makes no representation concerning the qualifications of non-attorney legal service providers.
2.6. Use of iPNOTE service does not create an attorney-client relationship with iPNOTE. iPNOTE does not offer legal advice or services. Any use of the iPNOTE Service is not intended to, and does not, create an attorney-client relationship.
2.7. iPNOTE is not liable for the actions or omissions of any Consultant User performing consulting services for you.
2.8. Attorney-client relationship through Service use. An attorney-client relationship may be formed through the use of the Service between Clients and Consultants Users.
2.9. We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
3. User Responsibilities
3.1. User Account Security. If you sign up for the Service, you will create a personalized Account which includes a unique username and a password to access the Service and to receive messages from iPNOTE. You are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You agree to notify iPNOTE immediately of any unauthorized use of account, or any other breaches of security. We will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your computer, mobile device, or other computing device and/or account.
You are responsible for both:
3.1.1. Making all arrangements necessary for you to have access to the Website.
3.2. encourage Clients to research any Consultant before accepting professional advice.
3.3. Compliance with Laws. You represent and warrant that: (i) you have the authority to, and are of legal age in your jurisdiction to, bind yourself to this Agreement; (ii) your use of the Service will be solely for purposes that are permitted by this Agreement; (iii) your use of the Service will not infringe or misappropriate the intellectual property rights of any third party; and (iv) your use of the Service will comply with all local, state and federal laws, rules, and regulations, and with all other iPNOTE policies.
3.4. Use and Conduct Restrictions. You are allowed to use the Service as long as you follow a few basic rules. The following Use Restrictions and Conduct Restrictions are the basic rules we expect Users to follow while using the Service. We are not responsible for the content our users post, and we have the right to close accounts if we need to.
3.5. Prohibited Content. You agree that you will not under any circumstances transmit any Content (including software, text, images, or other information) that:
3.5.1. is unlawful or promotes unlawful activity;
3.5.2. defames, harasses, abuses, threatens, or incites violence towards any individual or group;
3.5.3. is pornographic, discriminatory, or otherwise victimizes or intimidates an individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
3.5.4. is spam, is machine- or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
3.5.5. contains or installs any viruses, worms, malware, Trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party;
3.5.6. infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights;
3.5.7. impersonates any person or entity, including any of our employees or representatives; or
3.5.8. violates the privacy of any third party.
3.6. Users Must Be Over Age 18. You represent that you are over the age of 18. iPNOTE does not target our Content to children or teenagers under 18, and we do not permit any Users under 18 on our Service. If we learn of any User under the age of 18, we will terminate that User’s account immediately.
3.7. No Liability for User Interactions. Any liability, loss or damage that occurs as a result of any User interactions, including, without limitation, Task postings, that you input or receive through your use of the Service is solely your responsibility. At our discretion, we, or technology we employ, may monitor and/or record your general interactions with the Service, though not the specifics of your legal interactions.
4. iPNOTE’s provision of the Website and Limited Website License
4.2. We try to keep our Website and Service safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Service. In fact, we might even stop providing certain features of our Website or Service without notice.
4.3. Termination of the limited License. iPNOTE may terminate any license it has granted to any Website Visitor or User to access the Service by providing notice, and the termination of such license shall be effective immediately upon iPNOTE providing such notice.
5. User-Generated Content
5.1. You own your content, but you allow us certain rights to it, so that we can display and share the content you post. We have the right to remove content if we need to.
5.2. Responsibility for User-Generated Content. You may create content, written or otherwise, while using the Service (“User-Generated Content”). You are solely responsible for the content of, and any harm resulting from, any User-Generated Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that content. Any liability, loss or damage that occurs as a result of the use of any User-Generated Content that you make available or access through your use of the Service is solely your responsibility. We are not responsible for any public display or misuse of your User-Generated Content.
5.3. You will indemnify, defend, and hold harmless iPNOTE, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, actions, suits, proceedings, damages, liabilities, costs, losses, and expenses (including attorneys’ fees) relating to or arising out of any User-Generated Content you post.
5.4. Right to Post. You represent and warrant that you have the right to post all User-Generated Content you submit. Specifically, you warrant that:
5.4.1. You own or control all rights in and to the User-Generated Content and have the right to grant the license granted according to the article 5.8. below to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
5.4.2. You have fully complied with any third party licenses relating to User-Generated Content, and have taken all steps necessary to pass through to end users any required terms.
5.5. Content Standards. These content standards apply to any and all User-Generated Content and use of Service. User-Generated Content must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User-Generated Content must not:
- Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
- Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
- Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.
- Be likely to deceive any person.
- Promote any illegal activity, or advocate, promote, or assist any unlawful act.
- Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
- Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
- Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
5.7. Ownership of User-Generated Content. Except for Content that originates from iPNOTE, we do not claim ownership of any Content that is transmitted, stored, or processed in your account. You retain all ownership of, control of, and responsibility for User-Generated Content you post. You may control access to your User-Generated Content through settings in your user account.
6. Registration of an Account.
6.1. iPNOTE offers the Website and Website Service for your business purposes only and not for personal, household, or consumer use.
6.2. To register for an Account or use the Site and Site Services, you must, and hereby represent that you: (a) are an employee or agent of and authorized to act for and bind an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (b) will use the Site and Site Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting; and (d) are either a legal entity or an individual who is 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) in each case who can form legally binding contracts.
6.4. After submitting us your registration form you must confirm your registration on the Website by clicking the confirmation link in the email from us, that is sent right after your registration. Please note that confirmation link is effective during following 7 days. If you fail to confirm your registration within the mentioned period, you should perform your registration anew.
6.5. After confirmation of your registration, you will receive an access to the Service.
6.6. Please note that you are solely responsible for a) safety and confidentiality of your login and password b) consequences of lost and/or disclosure of your login and password to any third parties.
6.9. Company. Each User can add one or several Companies to their Account. Company can be a Client Company, a Consultant Company, and both.
6.10. Company Information. You can add information about Companies to your Account to customize the Service, making it more convenient for you and simplifying your activities in the Service.
6.11. Employees. In the section “Company” in your Account you can add information about employees in any or all of your Companies and set employee’s access rights.
7. Company’s Balance
7.1. In your Account you have an opportunity for topping up your Balance that can be used to pay for iPNOTE Subscription or for services provided by Consultants on your Task.
7.2. To top your balance you can use payment instruments provided in the services by various payment processing companies.
7.3. Your Balance is displayed in your Account in two ways:
7.3.1. Current balance reflects amount of money put on the Company’s account.
7.3.2. Available funds reflects your Current balance minus amount of costs you must pay to Consultants for accepted Tasks.
7.4. The Balance displayed in your Account shall not be considered or qualified as any form of deposit, cannot be used for investment goals and no interest is accrued on the Balance. Your Balance is aimed to serve your commercial interests and simplifies your transactions in the Service.
7.5. Payment processing companies. iPNOTE is not a financial institution or a banking organization. iPNOTE applies outsourced services of payment processing companies in order to process Contractual payments. iPNOTE takes all reasonable efforts choosing the best payment service providers and ensuring reliability of every Contractual payment. However, these organizations’ practices are ultimately beyond our control. By using our Service, you acknowledge that you understand and agree to assume these risks.
7.6. All payment procedures in the Service, as well as their security and confidentiality are regulated by the terms and provisions of the relevant payment service provider integrated and applied in the Service.
8. Subscription Tariffs
8.1. We charge our Users a membership subscription fee for iPNOTE Service usage according to our Subscription Tariffs.
8.2. One Tariff Plan applies to the entire User’s Account and not to Сompanies added to this Account. One Subscription Tariff is valid for all User’s Сompanies in their Account.
8.3. The price of Subscription Tariff depends on various factors of Service features: quantity of Active IP rights and managing companies, extent of personal support, the size of outgoing transaction fee, duration of subscription.
8.4. iPNOTE reserves the right to change Tariff plans and the features and services included in each Subscription Tariff Plan, or institute new fees at any time, in each case upon reasonable notice posted in advance on the Site for existing Users. No refunds of fees already paid will be given. These changes are not applicable for the prepaid User’s Tariff until the end of its Period.
8.5. All additional information about available Client’s Tariff Plans is available under this Link.
8.6. All additional information about available Consultant’s Tariff Plans is available under this Link.
8.7. A free Subscription Tariff Plan applies automatically to all User Accounts after their creation.
8.8. You can change your free Subscription Tariff Plan to a paid Subscription Tariff by contacting your account manager or by emailing [email protected].
8.9. To change your free Subscription Tariff Plan to a paid one you need to designate one of your Companies for making payments.
8.10. A free Subscription Tariff can be changed to a paid one only if Company’s balance is sufficient for writing-off of Subscription Tariff fee for the required month- or annual period of subscription (Period).
8.11. Prolongation of a paid Subscription Tariff. We will automatically prolong your paid Subscription Tariff for the same Period and write-off from Company’s balance respective Subscription Tariff fee at the same day as the day of a paid Subscription Tariff activation.
8.12. In case Company’s balance is insufficient for prolongation, the Service will automatically change your paid Subscription Tariff to a free one. If this is the case the Service will retain all information about your Companies and IP rights but you will not be able to create new Companies or add new IP rights.
8.13. If you want to change your current paid Subscription Tariff to another paid one, please contact your personal account manager or email to [email protected].
8.14. To change your current paid Subscription Tariff to another paid Subscription Tariff you need to designate one of your Companies for payments.
8.15. Your current Subscription Tariff can be changed to another paid one only if Company’s balance is sufficient for writing-off a new Subscription Tariff fee for the required Period.
8.16. After you have changed your Subscription Tariff Plan the price of all your unaccepted Tasks will be automatically recalculated considering commissions of a new Subscription Tariff Plan. There will be no changes in commissions for accepted Tasks.
8.17. If you change your current paid Subscription Tariff to another paid Subscription Tariff before the paid Period ends, we will partially return money to the Balance of the Company, that paid for the previous Subscription Tariff. The unused time of your previous Subscription Tariff (in seconds) and its cost is calculated automatically by the Service.
8.18. For more information about your Tariff Plan, please contact your personal account manager or email to [email protected].
9. IP Marketplace
9.1. iPNOTE offers you its IP Marketplace service that allows collaboration and communication between legal professionals, patent attorneys and those seeking assistance in the sphere of Intellectual property, conclusion of direct Agreements between Companies, secure payment, invoicing, dispute resolution and arbitration tools.
9.2. After Account registration each User’s Company automatically receives a Client status in the Service. Client Companies can use IP Software and create Tasks for IP and legal services.
9.3. To activate a Consultant status for their Company, a User should go to the Company’s Profile in their Account and tick the respective bottom “Service Provider”.
9.4. To confirm a Consultant status of a Company iPNOTE is entitled to request respective documents including but not limited to graduation or attorney certificates, state bar number, etc. We can also make our independent research in official open sources to verify attorney or patent attorney status of User, Company or its employees.
9.5. Upon confirmation of attorney status, the confirmed Company receives a Consultant status in the Service.
9.6. Consultant Companies can use IP Software, create Tasks for IP and legal services, as well as receive Tasks from Client Companies and provide services on this Task for payment.
9.7. Consultant Companies are independent professional organizations in a legal and intellectual property sphere offering consulting services. They are not employees or agents of iPNOTE.
10. Confidential Information
10.1. Users may agree to any terms they deem appropriate with respect to confidentiality. If and to the extent that the Users do not articulate any different agreement with regard to confidentiality, then they agree that this Section 10 (Confidential Information) applies.
10.2. To the extent a User provides Confidential Information to another User, the recipient will protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control.
11.1. Task creation. Client Companies willing to receive services connected with intellectual property can create a Task by choosing the type of requested service from iPNOTE’s standard service list, adding service description and timeframes desired for service delivery.
11.2. Task submission. Upon creation of a Task our Service will automatically submit the Task to relevant Consultants based on their geographical location and field of expertise.
11.3. Task discussion. A Client Company and a Consultant Company may launch Task discussion in Discussion section in the Service, where they voluntarily exchange information documents and make additional arrangements about the Task before entering into Agreement.
11.4. Compliance. Consultant Companies are solely responsible for ensuring that any information, or solicitations they post or place in the Service, including without limitation User-Generated Content, and any communications they may have with current and prospective Client Companies through the Website or the Service, fully comply with all applicable laws and rules of professional conduct, including those concerning the unauthorized practice of law and those regulating the form, manner or content of communications with clients, advertising, or other matters.
12.1. Content of an Offer. After considering a Task, Consultant make an Offer where they provide information about service charge, governmental fees (if required) and delivery time (business days needed to complete the Task).
12.2. Service charge. Consultants shall previously and fully estimate all their costs that could arise within execution of the Tasks. Thus, Consultant’s service charge stipulated in their Offer shall include all final fees and costs for legal services determined by considering a number of factors, including the amount of time that Consultant’s lawyers, legal assistants and staff devote to the matter, the experience and expertise of the professionals who perform the services, the complexity, novelty and difficulty of the questions involved, the magnitude of the matter, any time limitations or other special demands presented, and the results obtained. Service charge in the Consultant’s Offer shall also comprise all additional expenses that can or will be incurred by the Consultant: costs of computer-based legal research, costs of reproducing documents, long distance telephone charges, parking, messenger and travel costs, and other similar expenditures.
12.3. Offer changing. Consultants have the right to change their Offer before a Client accepts it. After the Offer has been accepted by the Client, the Consultant have no right to change this Offer or charge any extra costs or fees that can occur or have occurred within contractual performance.
12.4. Changing of delivery term. In some instances, a Consultant and a Client can mutually agree to change the term of services delivery stipulated in the Consultant’s Offer. A new term shall be discussed and agreed upon in the Task discussion. It should explicitly follow from the dialogue of the Consultant and the Client, that they have agreed upon the new term of services delivery and consider it as binding..
12.5. Additional costs. In some instances, if a Client fails to timely submit documents or information necessary to represent their interests in the Task and requested by the Consultant by a specific deadline, Task completion after a certain deadline can require the payment of additional governmental fees. In the event additional governmental or other fees are due in excess of the original Offer, the original Offer will either be updated, or an additional Offer will be opened in the Service to allow for payment of these additional fees.
12.6. Offer privacy. iPNOTE takes every reasonable effort to ensure the privacy of Offers.
12.7. An Offer does not constitute legally binding Agreement between a Consultant and a Client before it has been accepted by the Client as set forth below.
13.1. Offer acceptance by a Client. After considering all Offers proposed, a Client Company in their sole discretion accept the most suitable Offer from one Consultant.
13.2. Task acceptance by a Consultant. If a Client accepted an Offer on a Task from a particular Consultant Company, the Consultant shall also accept this Task. The contractual term (delivery time) starts running from the day of such Consultant’s acceptance.
13.5. iPNOTE is not a party to any contracts. All Agreements are solely between a Client Company and a Consultant Company. iPNOTE will not be a party to any Tasks, Offers or Agreements submitted through the Service, unless posted by an iPNOTE officer. iPNOTE facilitates Agreements between User Companies by supplying a platform for communication management and payment tools.
13.6. Task discussion. A Client and a Consultant may launch an Agreement discussion in Discussion section, where they voluntarily exchange information and documents related to the Agreement.
13.7. Information and documents. А Client is obliged to timely submit all the documents and information requested by a Consultant on a Task by a specific deadline and necessary to represent Client’s interests in the Task.
13.8. Additional costs. If a Client fails to timely submit documents or information requested, Task completion after a certain deadline will require the payment of additional governmental fees. In the event additional governmental or other fees are due in excess of the original Offer, the original Offer will either be updated or an additional Offer will be opened in the Service to allow for payment of these additional fees.
13.9. Submission of results. After Task completing, a Consultant shall provide results of contractual performance to a Client. The Consultant can attach documents, certificates, and other relevant documentation and send them to the Client.
13.10. Acceptance. Upon receipt of Task results submitted a Client shall accept or reject the results of contractual performance within 5 days. If the Client does not undertake any actions to accept the contractual performance of the Task within 5 days, the Task is deemed as performed duly and on time and accepted by the Client without claims.
13.11. Defects correction. If a Client is unsatisfied with Task results submitted by a Consultant, they can require from the Consultant to improve and fix the results. The Consultant shall fix the results of the Task in the shortest term agreed by the Consultant and the Client.
13.12. Resolution of disagreements. In case of disagreements between a Consultant and a Client about the results of a Task completion they can launch an iPNOTE Arbitration according to the Section 17 hereof. For disputes arising between Clients and Consultants, you agree to abide by the dispute process that is explained in the provisions of the Section 17 hereof. If the iPNOTE Arbitration does not resolve your dispute, you may pursue your dispute independently, but you acknowledge and agree that iPNOTE will not and is not obligated to provide any dispute assistance beyond what is provided in the Section 17 hereof.
14.1. Payments via iPNOTE only. Clients shall make and Consultants shall receive payment through the iPNOTE Service for all User Agreements. Users agree to process all retainers, all amounts billed at all times (“Payments”) on the iPNOTE platform. You agree to process such Payments through the iPNOTE platform even if your counterparty requests that you perform a different assignment or matter from the Tasks and Agreement posted via iPNOTE.
14.2. All Payments between Users, made outside of the Service without prior notification to iPNOTE, constitutes a full waiver by both parties of the present agreement, even as they may relate to prior payments made within the Service.
14.3. All payments are made to Consultants only. iPNOTE does not provide legal services and does not charge for legal services. Payments made to Consultants via iPNOTE’s billing platform are transferred directly to Consultants’ payment account, less any Commissions.
14.4. If you are either unwilling or unable to make payment via iPNOTE for the Agreement you should notify iPNOTE of any new payment arrangement.
14.5. Payment will be processed in the amount as specified in the Offer and agreed upon by the Client and the Consultant.
14.6. Responsibility for Payment. User are responsible for all fees, including taxes, service, and processing fees, associated with your use of the Service. By using the Service, you agree to pay the Consultant through iPNOTE the amount agreed on in the Offer, unless you dispute the invoice by sending an email to [email protected] and adhere to the other conditions set forth herein (iPNOTE Arbitration). You are responsible for providing us with valid means of payment.
14.7. Payment processing companies. iPNOTE is not a financial institution or a banking organization. iPNOTE applies outsourced services of payment processing companies in order to process Contractual payments. iPNOTE takes all reasonable efforts choosing the best payment service providers and ensuring reliability of every Contractual payment. However, these organizations’ practices are ultimately beyond our control. By using our Service, you acknowledge that you understand and agree to assume these risks.
14.8. All payment procedures in the Service, as well as their security and confidentiality are regulated by the terms and provisions of the relevant payment service provider integrated and applied in the Service.
14.9. Payment Authorization. By agreeing to these terms and those contained herein, you are giving iPNOTE permission to charge your payment processing company account processing company account (PayPal, Wise, Stripe) or other approved methods of payment for any payments owed to Consultant Companies for their services on Tasks or iPNOTE for Subscription or a Commission.
14.10. Invoices and detailing. iPNOTE agrees to present you with a full invoice of each Contractual payment that includes information about a service provided by the Consultant and total amount of contractual payment. To receive a detailed information about components of your Contractual payment, please contact us at [email protected].
14.11. Prepayment. As a rule a Client can make a payment for the accepted Task at any time. However to ensure security of consideration it is desirable to make a prepayment that guarantees the payment to Consultants for services provided within Tasks.
14.12. Money reservation. In case of a prepayment, iPNOTE reserves the respective amount of money on Client’s Balance to pay Consultants for their work. After reservation Clients cannot dispose with these money.
14.13. A Consultant Company receive in their Account respective information whether prepayment is made or not by the Client. If there is no prepayment on the part of the Client, the Consultant can start completing the Task at their own expense and risk.
14.14. If a Client accepts contractual performance of a Task, iPNOTE automatically transfers the reserved sum of money to a Consultant, less any iPNOTE Commissions.
14.15. Payout of prepayment. Under any circumstances all prepayment money reservations shall be paid out to a Consultant in the following instances:
a) after a Client accepts the contractual performance of a Task by clicking respective bottom, or
b) after a Task has been accepted by default if a Client fails to accept the Task as set forth in article 13.10. hereof, or
c) after dispute resolution between a Consultant and a Client under the Section 17 hereof if a Consultant’s right to receive a full or a partial Contractual payment was recognized.
14.16. Postpayment. If there was no prepayment from a Client, the payment on a Task should be transferred to a Consultant within 5 days after the Client has accepted the contractual performance of the Task.
14.17. If there was no prepayment from a Client and the Client did not undertake any actions to accept the contractual performance of a Task within 5 days, the Agreement on the Task is deemed as performed duly and on time and accepted by the Client. The Consultant who provided services on this Task receives the right to claim the payment for his work from the Client.
14.18. In cases when the Client is obliged to pay to the Consultant for the Task but fails to do so, iPnote has the right to disable any new Client’s transactions in the IP Marketplace until the Client performs his duty to pay for the Task. This rule applies to all Client’s Companies.
15. Transaction fees (Commissions)
15.1. iPNOTE charges its Users a Commission from every contractual payment made on the IP Marketplace. There are Commissions charged from Clients (Client’s Commissions) and from Consultants (Consultant’s Commissions).
15.2. Commissions do not constitute a charge for legal services. Commissions are designated to cover iPNOTE’s technical and information services provided to Users in the IP Marketplace (platform development and technical support, user accounting and support, payment services integration, maintenance and remuneration, arbitration services, marketing etc.)
15.3. Commissions are charged along with payments for Tasks, split, and transferred to iPNOTE before each payout to Consultant Companies for their contractual performance.
15.4. The size of Commissions depends on User’s Subscription Tariff Plan.
15.5. In case of any changes in Subscription Tariff Plans pursuant to the Section 8 hereof the size of Commissions can be changed accordingly.
15.6. For more details about your Tariff Plan and Commissions, please check out the section “Subscriptions” in your User profile in the Account.
15.7. Commissions will not appear as a separate amount in the Client’s profile and are included in a service charge price contained in each Consultant’s Offer.
15.8. All additional information about available Client’s Tariff Plans and Commissions is available under this Link.
15.9. All additional information about available Consultant’s Tariff Plans and Commissions is available under this Link.
16. Communicating through the Website
16.1. Users agree to use the communication services available on the Site to communicate with other Users always if this communication is related to a Task (Task creation, Task discussion, conclusion of an Agreement, Task result acceptance etc.). You agree that you (a) will use iPNOTE as the sole manner to communicate with other Users; (b) will not provide your Means of Direct Contact (defined below) to any other User or another person that you identified or were identified by through the Website; (c) will not use Means of Direct Contact of another user to attempt to or to communicate with, solicit, contact, or find the contact information of a User outside of iPNOTE; (d) will not ask for, provide, or attempt to identify through public means the contact information of another User; and (e) you will not include any Means of Direct Contact (defined below) or means by which your contact information could be discovered in any profile, proposal, job posting, invitation, or pre-hire communication through the Website’s communications services (including in each case in any attached file), except as otherwise provided on the Site.
16.2. For purposes of the Terms of Service “Means of Direct Contact” means any information that would allow another person to contact you directly, including, without limitation, phone number, email address, physical address, a link to a contact form or form requesting contact information, any link to an applicant management system or means to submit a proposal or application outside of the Site, or any information that would enable a user to contact you on social media or other website or platform or application that includes a communications tool, such as Skype, Slack, Wechat, or Facebook. For the avoidance of doubt, information is a Means of Direct Contact if it would enable another user to identify any of the information above through other sources, such as going to a website that included an email address or identifying you on social media, such as through Facebook or LinkedIn.
16.3. You acknowledge and agree that a violation of any provision of this Section 16 is a material breach of the Terms of Service. Your Account may be permanently suspended if you violate this Section 16.
17. iPNOTE Arbitration (Alternative Dispute Resolution Procedures)
17.1.2. In the event that the Client does submit a Task-Related Dispute Notice within the Client Dispute Notice Period, and such request contains the information set forth in article 17.1.1. above, iPNOTE will attempt in good faith to work with the Client and the respective Consultant for a period of up to twenty (20) calendar days from the date of the Task-Related Dispute Notice (such period, the “Task-Related Disputed Matter Mediation Period”) to resolve the Task-Related Disputed Matter. In the event that the Task-Related Disputed Matter is successfully resolved within the Task-Related Disputed Matter Mediation Period, each of the Client, Consultant and, if relevant, iPNOTE will take the agreed upon steps to execute the agreed-upon resolution.
17.1.4. Should iPNOTE decide the Task-Related Disputed Matter in favor of the Consultant User, the Client shall be obligated to make payment of the Withheld Payment Amounts to such Consultant within the seven (7) calendar day period after the date on which such Client is notified in writing of the iPNOTE Task-Related Disputed Matter Decision (the “iPNOTE Services-Related Disputed Matter Decision Notice”). In the event that the Client fails to make timely payment, iPNOTE will remit the Withheld Payment Amounts to the Consultant. In this case iPNOTE may, in its sole discretion, process payment pursuant to article 14.15.(c) or article 14.9 if the Client owns such payment processing company account.
17.1.5. Should iPNOTE decide the Task-Related Disputed Matter in favor of the Client, the Client shall no longer be obligated to make payment of the Withheld Payment Amounts to the Consultant.
17.1.6. In case either the Consultant or the Client disagree with the “iPNOTE Task-Related Disputed Matter Decision they have the right to initiate court proceedings in the relevant court with respect to the Task-Related Disputed Matter.
18. iPNOTE Software License Agreement (EULA)
18.1. This End User License Agreement (“EULA”) is a legal agreement between you and iPNOTE. This EULA governs your use of the iPNOTE software and any third party software that may be distributed therewith (collectively the “Software”). iPNOTE agrees to license the Software to you (personally and/or on behalf of your employer) only if you accept all the terms contained in this EULA. By installing, using, copying, or distributing all or any portion of the software, you accept and agree to be bound by all of the terms and conditions of this EULA. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS EULA, DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.
18.2. License Grant. Subject to your compliance with the terms and conditions of this EULA, iPNOTE grants you a non-exclusive, non-transferable right to use the executable code version of the Software for your use solely in connection with work you perform on or through the Site.
18.3. Restrictions on Use. You agree not to modify, display, adapt, translate, loan, distribute, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software. You may not publish, redistribute, sublicense or sell the Software or any information or material associated with the Software. You may not rent, lease or otherwise transfer your rights to the Software. You may not use the Software in any manner that could damage, disable, overburden or impair the Site, nor may you use the Software in any manner that could interfere with any other party’s use and enjoyment of the Site. You agree that you will use the Software for lawful purposes and only in compliance with all applicable laws, including but not limited to copyright and other intellectual property laws. In addition, you shall not perform, nor release the results of any testing of the Software to any third party without the prior written consent of iPNOTE. You also agree not to remove, obscure, or alter any copyright notice, trademarks or other proprietary rights notices contained within or accessed in conjunction with or through the Software.
18.4. Intellectual property rights. The Software is licensed, not sold, to you for use pursuant to the terms of this EULA. All rights not expressly granted to you are reserved to iPNOTE or its licensors or third party providers. You acknowledge that iPNOTE or its licensors or third party providers own all rights, title and interest, including without limitation all Intellectual Property Rights, in and to the Software, portions thereof, or any information or material provided through or in conjunction with the Software. Your rights to use the Software shall be limited to those expressly granted in this Section 18. All rights not expressly granted to you are reserved by iPNOTE, its licensors or third party providers. “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all other proprietary rights, and all applications, registrations, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.
18.5. Disclaimer of Warranties. The Software is provided by iPNOTE and any of our Licensors or our third party service providers ‘’as it is,” with no warranties whatsoever. iPNOTE expressly disclaims to the fullest extent permitted by law, all express, implied, and statutory warranties, including without limitation the warranties or merchantability, fitness for a particular purpose, and non-infringement of proprietary rights. Computer programs are inherently complex, and the Software may be not free of errors. The Software is provided with all faults and the entire risk is as to satisfactory quality, performance, accuracy and effort is with you. iPNOTE disclaims any warranties regarding the reliability, timeliness and performance of the Software. You understand and agree that you download and use the software at your own discretion and risk and that you will be solely responsible for any damages to your computer system of data that results from the download or use of the software.
18.6. Privacy disclaimer. To the fullest extent permitted by law, iPNOTE disclaims liability in the event of the unauthorized access to or misappropriation of your personal information or private communications by third parties.
18.7. Jurisdictional limitations. Some states and other jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you. In jurisdictions which do not allow exclusion of implied warranties, any implied warranties are limited in duration to ninety (90) days from the day of delivery of the software or to the minimum prescribed by law. You may also have other rights that vary from state to state and jurisdiction to jurisdiction.
18.8. Limitation of Liability. In no event and no circumstances shall iPNOTE, or licensors or our third-party service providers be liable to any User on account of that User’s use or misuse of the software. Such limitation of liability shall apply to prevent recovery of indirect, incidental, consequential, special, exemplary and punitive damages, whether such claim is based on warranty, contract, tort (including negligence) or otherwise (even if iPNOTE has been advised of the possibility of these damages). Such limitation of liability shall shall apply whether the damages arise from the performance or midperformance of the Software, from inability to use Software, or from the interruption, suspension or termination of the Software (including such damaged incurred by third parties). Such limitation shall apply notwithstanding a failure of essential purpose of any limited remedy and to the fullest extent permitted by law. Some states or other jurisdictions do not allow the exclusion or limitation for incidental or consequential damages, so the above limitations may not apply to you.
18.9. Damages Cap. Except as limited by applicable law, regardless of the basis for your claim, iPNOTE’s, licensors’ and third party providers’ total liability under this EULA shall be limited to direct damages which shall not exceed the amount of fees paid for the licensed software giving rise to the claim, or one U.S. dollar ($1.00), whichever is less. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy. The foregoing provisions shall constitute the sole and exclusive for monetary damages in respect of any breach of or default under this iPNOTE Software Agreement.
18.10. Indemnification. To the maximum extent permitted by applicable law, you agree to indemnify and hold harmless iPNOTE and its subsidiaries, affiliates, joint ventures, suppliers, officers, directors, shareholders, employees and agents, from any claim or demand made by any third party due to or arising directly or indirectly out of your conduct or in connection with your use of the Software or its features, any alleged violation of these terms, or any alleged violation of any applicable law or regulation. iPNOTE reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, but doing so shall not excuse your indemnity obligations
18.11. Notices of updates. iPNOTE may update or modify the Software from time to time at its discretion. Your election to continue use of the Software, after the date of posting of these modifications to the EULA or to the Software constitutes acceptance of those modifications. If you do not agree with the modifications, do not use the Software.
18.12. Export Controls. You are responsible for complying with trade regulations and both foreign and domestic laws. You acknowledge that the Software or its underlying technology may not be downloaded to or exported or re-exported: (a) into (or to a resident or national of) Cuba, Iraq, Iran, Libya, North Korea, Syria or any other country subject to United States embargo; (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or on the U.S. Commerce Department’s Denied Party or Entity List; and (c) you will not export or re-export the Software to any prohibited country, person, end-user or entity specified by U.S. Export Laws.
18.13. Term and termination. This EULA is effective as soon as you install, use, copy or distribute the Software and shall continue until it is terminated by iPNOTE or you, as provided for under the terms of this Section. Unless otherwise agreed to in writing with us, either you or we may terminate the contractual agreement represented by this EULA at any time upon notice to the other party. This EULA terminates immediately and without notice from iPNOTE if you fail to comply with any of its provisions. Upon termination you shall immediately discontinue use of and destroy the Software and all copies or portions thereof, including any master copy, and within ten (10) days certify in writing to iPNOTE that all copies have been destroyed.
18.14. Survival of termination. The termination of this EULA does not limit iPNOTE’s other rights it may have by law.
18.15. Severance and waiver. If for any reason a court of competent jurisdiction finds any provision or portion of this EULA to be unenforceable, it shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force.
18.16. Audit. You agree that, on iPNOTE’s request, you will certify in writing your compliance with the terms of this EULA.
18.17. Assignment. You may not assign this EULA or sublicense, assign, transfer or delegate any right or duty hereunder, without the prior written consent of iPNOTE, at our sole discretion. Notwithstanding the foregoing, iPNOTE may assign or transfer this EULA or any rights granted hereunder without your prior consent. This EULA is binding on and will inure to the benefit of the parties successors and permitted assigns.
18.18. Entire Agreement. This EULA and the terms expressly incorporated by reference herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
19.1. As further defined herein, you may cancel this Agreement and close your Account at any time. The foregoing termination for convenience does not apply your Subscription. Termination of the iPNOTE Service does not terminate consultant-client relationships or obligations.
19.2. You may terminate this Agreement. If you wish to terminate this Agreement or your Account with the Service, you may simply discontinue using iPNOTE. If you wish to delete your User Account data, please contact iPNOTE at [email protected]. We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we will delete your full profile within 30 days.
19.3. Please note that we cannot delete your User Account until you have any uncompleted Tasks in the Service, and/or any considerations under your Agreements owed to other User Companies.
19.4. iPNOTE provides a secure User’s data cleansing out of its Systems in following cases:
19.4.1. Upon termination of the Agreement according to the present Section.
19.4.2. Upon termination of the Agreement between iPNOTE and and a hosting provider;
19.4.3. On User’s request exercised according to the rules of the present Section.
19.5. In case User require iPNOTE to transfer their data to other data stores, such transfer can be made via special arrangement and on User’s costs.
19.6. iPNOTE may terminate this agreement. iPNOTE may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately.
19.7. Relationships between Consultant and Client survive termination. Termination of your relationship with iPNOTE does not affect your relationship with any Consultant or Client you have retained through the iPNOTE Service. All legal, contractual, and ethical duties, obligations and responsibilities survive termination of the iPNOTE relationship.
19.8. Some provisions survive termination. All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
20. Disclaimer of Warranties.
20.1. We provide our service as is, and we make no promises or guarantees about this service. Please read this Section carefully, you should understand what to expect.
20.2. iPNOTE provides the Website and the Service “as is,” without warranty of any kind. Without limiting the foregoing, iPNOTE expressly disclaims all warranties, whether express, implied or statutory, regarding the Website and the Service including, without limitation, any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.
20.3. Specifically, iPNOTE makes no representation or warranty that the information we provide or that is provided through the Service is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, that the Service will function in an uninterrupted manner or be secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your use of information, content or other material obtained from the Service. Some jurisdictions limit or do not permit disclaimers of warranty, so this provision may not apply to you.
20.4. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. To the fullest extent provided by law, we will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the website or any services or items obtained through the website or to your downloading of any material posted on it, or any website linked to it.
20.5. TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
21. Limitation of Liability.
21.1. We will not be liable for damages or losses arising from your use of the service or arising under this Agreement. Please read this Section carefully; it limits our obligations to you.
21.2. To the extent permitted by applicable law, in no event will iPNOTE be liable to you for any loss of profits, use, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from (i) the use, disclosure, or display of your User-Generated Content; (ii) your use or inability to use the Service; (iii) the Service generally or the software or systems that make the Service available; or (iv) any other interactions with iPNOTE or any other User of the Service, whether based on warranty, contract, tort (including negligence) or any other legal theory, and whether or not iPNOTE has been informed of the possibility of such damage, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. iPNOTE will have no liability for any failure or delay due to matters beyond our reasonable control. Some jurisdictions limit or do not permit disclaimers of liability, so this provision may not apply to you.
21.3. iPNOTE compensates for the damage caused to the User by claims of third parties arising from actual or alleged actions on the part of iPNOTE: (i) gross negligence; (ii) malicious action; or (iii) violation of the law.
22. Release and Indemnification.
22.2. If you have a dispute with one or more Users, you release iPNOTE from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
23.2. Non-material changes to this Agreement will take effect immediately. We encourage visitors to frequently check this page for any changes to this Agreement. Your continued use of the Service after the effective date of a revised version of this Agreement constitutes your acceptance of its terms.
24. Governing Law and Jurisdiction
24.1. Governing Law. Except to the extent applicable law provides otherwise, this Agreement between you and iPNOTE and any access to or use of the Website or the Service are governed by the federal laws of the United States of America and the laws of the State of Delaware, without regard to conflict of law provisions. You and iPNOTE agree to submit to the exclusive jurisdiction and venue of the courts located in the state of Delaware.
24.3. If you are USA resident, you agree that the parties expressly waive any right to bring any action, lawsuit, or proceeding as a class or collective action, private attorney general action, or any other proceeding in which any party acts or proposes to act in a representative capacity.
24.4. You agree that in the event of any dispute between you and us, you will first contact us and make an effort to resolve the dispute through negotiations. You can contact us: [email protected].
25.2. Continuation of business. iPNOTE policy for continuation of business is governed by an internal document, which iPNOTE may change at any time at its discretion.
25.3. Severability. If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of iPNOTE to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.
25.4. Limitation of Term of Action. You agree that any cause of action related to or arising out of your relationship with iPNOTE must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred.