Terms

These are the “Terms and Conditions” pursuant to which you (“you” or the “Customer”) may place an order (“Order”) with Ensemble IP LLC (“Ensemble IP”). These Terms and Conditions apply to all Orders placed on or after January 6, 2020.

You, the Customer, understand and agree that the results of searches conducted by Ensemble IP and its affiliates do not constitute a legal opinion of any kind or nature. Ensemble IP’s patent and technical literature searches and patent analysis projects (i) are based solely on the public information made available by the applicable governmental patenting authorities, certain proprietary database providers, and other information resources (collectively, the “Information Resources”), up to and including the date of the patent or trademark search or other research or retrieval project, and (ii) assume the proper recordation and indexing of all such information.

YOU, THE CUSTOMER, UNDERSTAND AND AGREE THAT ENSEMBLE IP AND ITS AFFILIATES AND THIRD PARTY CONTRACTORS WILL NOT BE LIABLE IN ANY WAY FOR (I) INFORMATION SUBMITTED TO ANY INFORMATION RESOURCES BUT NOT YET AVAILABLE TO THE PUBLIC, (II) INFORMATION SUBMITTED TO ANY INFORMATION RESOURCES BUT NOT PROPERLY INDEXED OR RECORDED, OR (III) INFORMATION DISCLOSED BY ANY INFORMATION RESOURCES AFTER THE DATE STATED ON THE PATENT OR TRADEMARK SEARCH OR REPORT OR RESEARCH DELIVERED TO CUSTOMER. ENSEMBLE IP AND ITS AFFILIATES AND THIRD PARTY CONTRACTORS WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, OR FOR ANY LOST PROFITS, LOST SAVINGS OR LOST BUSINESS, WHETHER IN CONTRACT, TORT, OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, CLAIMS OF BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), ARISING OUT OF THESE TERMS AND CONDITIONS OR THE APPLICABLE ORDER. THE MAXIMUM AGGREGATE LIABILITY OF ENSEMBLE IP AND ITS AFFILIATES FOR ANY LOSSES, EXPENSES, COSTS, OR DAMAGES OF ANY NATURE WHATSOEVER ARISING OUT OF THESE TERMS AND CONDITIONS OR THE APPLICABLE ORDER SHALL UNDER NO CIRCUMSTANCES EXCEED THE CONTRACT PRICE OR FEE PAID BY CUSTOMER TO ENSEMBLE IP FOR THE SPECIFIC PATENT OR TRADEMARK SEARCH OR OTHER SERVICE PROVIDED UNDER THE SPECIFIC ORDER PURSUANT TO WHICH LIABILITY IS CLAIMED. ENSEMBLE IP SHALL NOT BE HELD LIABLE UNDER ANY CIRCUMSTANCES FOR DAMAGES RESULTING FROM ANY ERROR OR OMISSION IN TRANSLATION OR TRANSCRIPTION RELATED SERVICES. You agree to indemnify, defend, and hold Ensemble IP and its affiliates and third party contractors harmless from any claim filed or asserted against Ensemble IP or its affiliates or third party contractors (and from any related loss or damage) arising out of your request for (or use of) the services or information provided by Ensemble IP to you, the Customer.

You, the Customer, understand and agree that all fees under this Order are due and payable upon the terms stated on the invoice and quotation.  A late fee of 1.5% per month may be assessed on all past due amounts.  In the event of non-payment, Ensemble IP may undertake legal action to collect any sums due, and you, the Customer, shall be liable for Ensemble IP’s reasonable attorneys’ fees and costs that result.

You, the Customer, are responsible for complying with all Export Control Rules.  It is required that you notify us in writing of any data provided to us that is controlled for export under any Export Control Rules or requires a security clearance; if you do notify us of such, the parties may need to enter into additional terms and conditions in order to proceed.

These Terms and Conditions, and the Order, shall be construed and administered in accordance with the laws of Delaware.  The parties hereto agree and stipulate that this these Terms and Conditions, and the Order, shall be deemed to have been entered into in the District of Columbia.  Any claim or cause of action arising out of or connected with these Terms and Conditions, or the Order, shall be brought solely and exclusively in either the United States District Court for the District of Columbia, or the Superior Court of the District of Columbia, and the parties hereto consent to the personal jurisdiction of such courts, and waive all objections to such jurisdiction and venue.

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