These Terms also govern how any claims between us will be resolved. By using the Services, you are agreeing that you have read, and agree to be legally bound by, these Terms, the terms set forth in our Privacy Notice, and the terms set forth in any other applicable policies. If you have entered into another agreement with us concerning specific licenses, rights, or Services, then the terms of that agreement control where they conflict with these Terms.
Please periodically review these Terms as we may modify them at any time by posting modified Terms on our website. Modifications are effective when posted. If you keep using the Services after a modification, it means you accept the new Terms.
1. We Facilitate Transactions
We provide a platform that helps Cleantech and Greentech companies ("Licensors") license current or future technology rights to interested people and companies ("Licensees") who have placed winning bids on those rights, have had their winning bids confirmed by us, and have paid for their purchase and executed all required agreements with a Licensor. The Services are for your personal use and are intended for informational purposes only; they do not constitute legal, financial, investment, securities, or professional advice and cannot be used for such purposes.
All representations and other information available via the Services concerning a Licensor, its technology, and its license agreement are provided solely by the Licensor who is solely responsible for the completeness and accuracy thereof. We have no control over any such representations or information and make no guarantees as to the completeness or accuracy of either. You are solely responsible for conducting any and all legal, business, financial, technical, and other investigations relating to a Licensor, its technology, and its license agreement.
If you are the winning bidder on a Licensor's offer, you are, by placing your winning bid, accepting the Licensor's offer and entering into a binding license agreement with the Licensor. Such license agreement is a legal agreement directly between you and the Licensor; except in the case of Sierra Energy, we are not a party to that license agreement.
You understand and acknowledge that any license agreement you enter into with a Licensor gives you rights to a technology that may still be in development and that may not exist in a commercial application. You also understand and acknowledge that future discoveries, events, or discovered information may delay, modify, or prevent the development or commercialization of the technology and may delay or modify or prevent its represented effectiveness, economics, or usability.
2. Use of Services; Limited License
Subject to these Terms, you are granted a nonexclusive, nontransferable, and limited license to use the Services as from time to time made available to you. You do not acquire any proprietary interest in the Services. Only authorized users may use the Services. You agree not to change, translate, or otherwise create derivative works of the Services.
All title, copyrights, trademarks, service marks, trade names, trade dress, and other intellectual property rights to or in the Services are owned by us, our licensees, or our licensors. Except as specifically agreed in writing, no element of the Services may be used or exploited in any way other than as part of the Services offered to you.
We expect you and other users of the Services to behave responsibly and obey the law. You agree that the following expectations will apply to your use of the Services:
--Don’t violate the law: don’t act, or fail to act, in any manner that that infringes or violates other people’s rights, violates the law, or breaches any contract or legal duty you have toward anyone; don't manipulate the price of any Product or interfere with any listing or transaction.
--Don’t lie: don’t post information you know or suspect to be false, misleading, or inaccurate. Don’t do anything deceptive or fraudulent.
--Don’t victimize anyone: don’t do anything threatening, abusive, harassing, defamatory, libelous, tortious, obscene, profane, inappropriate, or invasive of another person’s rights.
--Don’t spam: don’t distribute unsolicited or unauthorized advertising or promotional material; don’t run mail lists, listservs, or any kind of auto-responder or spam on or through the Services.
Don’t harm anyone’s computer: don’t distribute viruses or anything else designed to harm or interfere with the proper function of any software, hardware, or equipment on or accessible via the Services.
--Don’t abuse any person's information: don't harvest or otherwise collect information about users of the Services without their prior consent; don't use any person's personal or confidential information for any purpose other than as needed to use the Services.
--Don't fail to keep your promises: don't fail to pay for, or to fulfill, purchases and sales.
--Don’t interfere with the Services: don't interfere with the proper workings of the Services; don’t bypass measures intended to secure the Services; don’t take apart or reverse engineer any aspect of the Services in an effort to access things such as source code, underlying ideas, or algorithms.
We reserve the right to refuse, limit, suspend, or terminate the use of the Services by anyone, for any reason, at any time, and at our sole discretion.
3. Accounts and Registration
You may be able to browse or use certain Services without registering for an account with us. However, some Services are not accessible unless you register for an account, choose a username, set a password and, in some cases, obtain additional pre-qualification including entering into a confidentiality agreement.
To register for an account, you need to be at least 18 years old, or old enough to form a binding contract where you live. You agree that the information you provide when creating an account will be accurate and compete and that you will update your account as needed to maintain its accuracy and completeness. You agree not to impersonate or misrepresent your affiliation with any person or entity. If you create or use an account on behalf of an entity, you represent that you are authorized to act on behalf of that entity and to bind that entity to these Terms, and you acknowledge that the account is owned and controlled by that entity.
You are responsible for keeping your username and password confidential and for restricting access thereto. You are also responsible for all activity that occurs on or via your account. You agree to promptly notify us of any unauthorized use of your username, password, or account.
You are also responsible for complying with any additional terms that may apply to your use of all or portions of the Website or Services, including any applicable confidentiality agreement, the terms of which are expressly incorporated by reference herein.
4. Representations and Warranties
You represent and warrant that you are over the age of 18 and have the power and authority to enter into and perform your obligations under these Terms, that you shall comply with all Terms, and that you have provided us with accurate and complete information.
YOU ACKNOWLEDGE AND AGREE THAT ALL AUCTIONS, BIDS, PURCHASES, AND LICENSES CARRIED OUT, MADE, OR EXECUTED VIA OUR SERVICES ARE DEEMED TO BE CARRIED OUT, MADE, AND EXECUTED IN YOLO COUNTY, CALIFORNIA.
5. Purchases, Bidding, and Sales
You understand and agree that you are responsible for reading all information provided by a Licensor via the Services before bidding on any license offered by such Licensor. You also understand and agree that any bid you place is immediately binding, non-refundable, and that you are by placing a bid entering into a legally binding license agreement if you are the winning bidder. You agree to timely pay for all licenses for which you are the winning bidder.
When you provide payment information, you represent and warrant that the information is accurate, that you are authorized to use the provided payment method, and that you will promptly notify us of any changes to the payment information. We reserve the right to use third party credit card updating services to obtain current expiration dates on credit cards.
Your payment will only be collected if you are the winning bidder. You are not the winning bidder unless you have submitted the highest net offer for the rights being sold, have had your winning offer acknowledged by us as the winning offer, and have paid for your purchase and have executed all required agreements. The exact amount of your bid is the amount we will collect. If your credit card or other payment method is not sufficient to pay the full amount bid, you will be billed for any remainder.
We may in some cases reserve a charge on your credit card or other payment method to fulfill your bid. We and our payment partners may authorize or reserve a charge on your credit card or other payment method for any amount up to your full bid, at any time between your bid and the collection of full payment.
You cannot cancel your bid after it has been placed. You can, however, increase your bid. We, and any Licensor, reserve the right at any time and for any reason to deny, limit, or impose conditions on the submission of offers. We, and any Licensor, may also at any time and for any reason postpone, reschedule, or cancel any sale, modify the terms of any sale, or reject any or all offers, including after the close of sale.
Unless Sierra Energy is the Licensor, licensing its own technology to Licensees, we are not a party to, and do not transfer, any licensed right from a Licensor to a Licensee. California Commercial Code § 2401(2) and Uniform Commercial Code § 2-401(2) apply to the transfer of ownership between a Licensor and Licensee unless the Licensor and Licensee otherwise agree in writing. Responsibility for providing any license agreement and for fulfilling its terms lies solely with the Licensor. We do not hold funds on Licensors' behalf, cannot guarantee Licensor's obligations, and do not offer refunds.
Licensors may not bid on their own offered licenses or otherwise artificially increase the price of any license offered.
6. Electronic communications
You agree and consent to receive electronically all communications, agreements, documents (including these Terms), notices, and disclosures (collectively, "Communications") provided in connection with the Services. You may withdraw your consent to receive Communications electronically by writing to us at "Attn: Electronic Communications, Techpipe, 221 1st Street, Davis, CA 95616, or by contacting us via any “Contact” or "Contact Us" link on our website.
If you do not consent to receive Communications electronically, or if you withdraw your consent, we reserve the right to deny you an account, restrict or deactivate your account, close your account, or charge you additional fees for paper Communications.
7. Intellectual Property Rights
Copyright 2016 Sierra Energy, dba Techpipe. All rights reserved. Unless otherwise noted: (i) all right, title, and interest, including all patents, copyrights, trademarks, trade secrets, confidential information, and other intellectual property rights in the Services and any content thereon belong to us; and (ii) our graphics, logos, designs, page headers, button icons, scripts, and names may be registered trademarks, trademarks, or trade dress in the U.S. or other countries. Our trademarks and trade dress may not be used, including as part of trademarks or as part of domain names or email addresses, in connection with any product or service without our specific written permission and may not be used in any manner likely to cause confusion.
8. Third Party Content; External Links
We do not claim ownership rights in any content supplied by third-parties, including Licensors. You grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable right to exercise the copyright, publicity, database, and other intellectual property rights you have in the content you submit to our website or via the Services. You represent and warrant that you have the necessary authority to submit the content and the content does not violate the rights of any third-party.
We may also partner with other companies (such as PayPal) for payment processing. When you place a bid you are also agreeing to such companies' terms of service.
We may host content generated by our users. If you access our Website or the Services, you may come across content you find offensive or upsetting. Your sole remedy is to stop viewing the content.
The Services may allow you to post comments. Comments are not anonymous and may be viewed by others. Your comments may in certain cases be deleted by you, other users, or us.
9. Disclaimer of Warranties; Limitation on Liability
THE TECHNOLOGIES TO WHICH RIGHTS ARE BEING LICENSED MAY NOT BE FULLY DEVELOPED AND MAY BE LICENSED PRIOR TO COMMERCIALIZATION AND FULL TESTING. SUCH TECHNOLOGIES ARE BEING LICENSED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OTHER THAN AS MAY BE SPECIFICALLY SET FORTH IN ANY APPLICABLE LICENSE AGREEMENTS.
YOU USE THE SERVICES SOLELY AT YOUR OWN RISK. THE SERVICES ARE PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” AND WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.
TO THE EXTENT ANY IMPLIED WARRANTY CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION TO THE APPLICABLE EXPRESS WARRANTY PERIOD. YOUR SOLE AND EXCLUSIVE REMEDY FOR BREACH OF ANY SUCH WARRANTY WILL BE FOR US, AT OUR SOLE OPTION, TO USE COMMERCIALLY REASONABLE EFFORTS TO RE-PERFORM THE AFFECTED SERVICES OR TO TERMINATE THIS AGREEMENT AND THESE TERMS AND PROVIDE TO YOU A PRO RATA REFUND OF ANY FEES PAID TO US BY YOU FOR ANY NON-CONFORMING SERVICES.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR DIRECTORS, EMPLOYEES, PARTNERS, SUPPLIERS, RELATED ENTITIES, OR CONTENT PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES: (I) RESULTING FROM YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICES; (II) FOR ANY LOST PROFITS, DATA LOSS, OR COST OF PROCUREMENT OR SUBSTITUTE GOODS OR SERVICES; OR (III) FOR ANY CONDUCT OF CONTENT OF ANY THIRD-PARTY ON OR VIA THE SERVICES. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED U.S. $100.
IF YOU DO ANYTHING THAT GETS US SUED, OR BREAK ANY OF THE PROMISES YOU MAKE IN THIS AGREEMENT, YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR DIRECTORS, EMPLOYEES, PARTNERS, SUPPLIERS, RELATED ENTITIES, AND CONTENT PROVIDERS, HARMLESS FROM ALL LIABILITIES, CLAIMS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND OTHER LEGAL COSTS) THAT ARISE FROM OR RELATE TO YOUR USE OR MISUSE OF THE SERVICES. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO THIS INDEMNIFICATION CLAUSE, IN WHICH CASE YOU AGREE THAT YOU WILL COOPERATE AND HELP US IN ASSERTING ANY DEFENSES.
11. Disputes, Governing Law, Arbitration, and Class Action/Jury Trial Waiver
A. GOVERNING LAW. WE ENCOURAGE YOU TO CONTACT US IF YOU HAVE ANY ISSUE WITH OUR WEBSITE OR THE SERVICES, BEFORE RESORTING TO MORE FORMAL DISPUTE RESOLUTION. IF LEGAL ACTION DOES ARISE, YOU AGREE THAT OUR WEBSITE AND THE SERVICES ARE DEEMED PASSIVE WEBSITES AND SERVICES THAT DO NOT GIVE RISE TO SPECIFIC OR GENERAL PERSONAL JURISDICTION OVER US OR OUR PARENTS, SUBSIDIARIES, AFFILIATES, ASSIGNS, EMPLOYEES, AGENTS, DIRECTORS, OFFICERS, OR SHAREHOLDERS, EITHER SPECIFIC OR GENERAL, IN ANY JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. YOU ALSO AGREE THAT THESE TERMS WILL BE GOVERNED BY THE INTERNAL SUBSTANTIVE LAWS OF THE STATE OF CALIFORNIA WITHOUT RESPECT TO ITS CONFLICT OF LAWS PRINCIPLES AND WITHOUT APPLICATION OF THE UNIFORM COMPUTER INFORMATION TRANSACTION ACT OR THE UNITED NATIONS CONVENTION OF CONTROLS FOR INTERNATIONAL SALE OF GOODS. YOU ALSO AGREE THAT, NOTWITHSTANDING THE PRECEDING SENTENCES WITH RESPECT TO THE SUBSTANTIVE LAW, ANY ARBITRATION CONDUCTED PURSUANT TO THESE TERMS SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT (9 U.S.C. §§ 1-16). THE APPLICATION OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED. YOU AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN SACRAMENTO COUNTY, CALIFORNIA FOR ANY ACTIONS FOR WHICH WE RETAIN THE RIGHT TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF IN A COURT OF COMPETENT JURISDICTION TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF OUR COPYRIGHTS, TRADEMARKS, TRADE SECRETS, PATENTS, OR OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, AS SET FORTH IN THE ARBITRATION PROVISION BELOW, INCLUDING ANY PROVISIONAL RELIEF REQUIRED TO PREVENT IRREPARABLE HARM. YOU AGREE THAT SACRAMENTO COUNTY, CALIFORNIA IS THE PROPER FORUM FOR ANY APPEALS OF AN ARBITRATION AWARD OR FOR TRIAL COURT PROCEEDINGS IN THE EVENT THAT THE ARBITRATION PROVISION BELOW IS FOUND TO BE UNENFORCEABLE.
B. ARBITRATION. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. FOR ANY DISPUTE WITH US, YOU AGREE TO FIRST CONTACT US AT INFO@TECHPIPE.COM AND ATTEMPT TO RESOLVE THE DISPUTE WITH US INFORMALLY. IN THE UNLIKELY EVENT THAT WE HAVE NOT BEEN ABLE TO RESOLVE A DISPUTE IT HAS WITH YOU AFTER 60 DAYS, THE PARTIES EACH AGREE TO RESOLVE ANY CLAIM, DISPUTE, OR CONTROVERSY (EXCLUDING ANY CLAIMS FOR INJUNCTIVE OR OTHER EQUITABLE RELIEF AS PROVIDED BELOW) ARISING OUT OF OR IN CONNECTION WITH OR RELATING TO THESE TERMS, OR THE BREACH OR ALLEGED BREACH THEREOF (COLLECTIVELY, “CLAIMS”), BY BINDING ARBITRATION BY JAMS, UNDER THE OPTIONAL EXPEDITED ARBITRATION PROCEDURES THEN IN EFFECT FOR JAMS, EXCEPT AS PROVIDED HEREIN. JAMS MAY BE CONTACTED AT WWW.JAMSADR.COM. THE ARBITRATION WILL BE CONDUCTED IN SACRAMENTO COUNTY, CALIFORNIA, UNLESS YOU AND WE AGREE OTHERWISE. EACH PARTY WILL BE RESPONSIBLE FOR PAYING ANY JAMS FILING, ADMINISTRATIVE, AND ARBITRATOR FEES IN ACCORDANCE WITH JAMS' RULES, AND THE AWARD RENDERED BY THE ARBITRATOR SHALL INCLUDE COSTS OF ARBITRATION, REASONABLE ATTORNEYS’ FEES, AND REASONABLE COSTS FOR EXPERT AND OTHER WITNESSES. ANY JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION. NOTHING IN THIS SECTION SHALL BE DEEMED AS PREVENTING US FROM SEEKING INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM THE COURTS AS NECESSARY TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF OUR DATA SECURITY, INTELLECTUAL PROPERTY RIGHTS, OR OTHER PROPRIETARY RIGHTS.
C. CLASS ACTION/JURY TRIAL WAIVER. WITH RESPECT TO ALL PERSONS AND ENTITIES, ALL CLAIMS MUST BE BROUGHT IN THE PERSON'S OR ENTITY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS THE PARTIES AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S OR ENTITY'S CLAIMS. YOU AGREE THAT, BY USING THE WEBSITE OR SERVICES, YOU AND WE ARE EACH WAVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
12. Injunctive Relief
You agree that any breach of these Terms would cause us irreparable harm for which money damages alone would be inadequate. In addition to damages and any other remedies to which we may be entitled, you agree that we may seek injunctive relief to prevent the actual, threatened or continued breach of this agreement.
We reserve the right to terminate this agreement and to suspend, limit, or terminate your use of the Services at any time and for any reason, including breach or suspected breach of any of these Terms. Upon termination by us, you must immediately cease using the Services. You may also terminate this agreement at any time by ceasing to use the Services.
14. General Provisions
If any portion of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid or unenforceable, that portion shall be enforced to the maximum extent possible so as to effect the intent of the parties and shall be amended or reformed to the extent necessary to make such portion valid and enforceable; the remaining portions of these Terms shall remain in full force and effect.
These Terms are personal to you. You cannot assign them, transfer them, or sublicense them unless you get our prior written consent. We have the right to assign, transfer, or delegate any of its rights and obligations under these Terms without your consent.
The failure of either you or us to exercise any right provided for in these Terms in any way will not be deemed a waiver of any other rights.
These Terms, and the terms set forth in our Privacy Notice, and in any applicable confidentiality agreement, constitute the entire agreement between you and us regarding your use of our Website and Services and supersede any prior agreements between you and us relating to the Website and Services.
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