Effective Date: April 3, 2023
IMPORTANT NOTICE: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION AND WAIVER OF JURY TRIALS AND CLASS ACTIONS GOVERNING DISPUTES ARISING FROM USE OF THE PATRI API. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE MANDATORY ARBITRATION AND WAIVER OF CLASS ACTION SECTION BELOW. PLEASE READ CAREFULLY.
These API License Terms (“Terms”) govern access to and use by any individual or entity creating or using an account (“Customer,” or “you”) for Patri’s APIs and associated software (collectively, the “Patri API”) offered by, as applicable, Patri Inc. or a Patri Inc. Affiliate (together, “Patri,” “we or us”). Customer may be referred to collectively in these Terms as “you” and “your” as applicable. The “Parties” refer to Patri and Customer and “Party” refers to each of Patri and Customer.
We may revise these Terms or any additional terms and conditions that are relevant to the Patri API from time to time. We will post the revised terms on our website with a “last updated” date. IF YOU CONTINUE TO USE THE PATRI API AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS. You agree that we shall not be liable to you or to any third party for any modification of the Terms.
YOU REPRESENT AND WARRANT TO PATRI THAT YOU HAVE THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING TERMS. IF YOU ARE USING THE PATRI API ON BEHALF OF ANOTHER INDIVIDUAL OR ENTITY, YOU HEREBY REPRESENT AND WARRANT TO PATRI THAT YOU HAVE THE AUTHORITY TO BIND SUCH INDIVIDUAL OR ENTITY TO THESE TERMS.
These Terms are entered into the earlier of (the “Effective Date”): (a) the date you first use of the API; and (b) the date you agree to be bound by this Terms.
As used in this Terms, the following capitalized words have the meaning set out below:
- 1.1. “Affiliate” means, with respect to a Party, any corporation or other legal entity, which is directly or indirectly controlling or controlled by, or under common control with that Party. As used in this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a corporation or legal entity.
- 1.2. “Customer Data” means all information that is (i) collected through Customer’s use of the API or (ii) provided by Customer and its Permitted Users.
- 1.3. “Intellectual Property Rights” means, but is not limited to, rights in and to patents, patent disclosures, patent applications (including utility models, continuations, continuations-in-part, divisions, re-issues, re-examined patents and patent applications, and extensions thereof), patentable inventions, rights in design, copyrights (including any such rights in typographical arrangements, websites or software), whether registered or not and any applications to register or rights to apply for registration of any of the foregoing, trademarks, trading, business or domain names and e-mail addresses, mask-works, trade secrets, rights in inventions, know-how, moral rights, and other confidential information, rights in databases and all other intellectual property rights of a similar or corresponding character that subsist now or in the future in any part of the world, whether arising by operation of law, contract, license or otherwise.
- 1.4. “Permitted User” means an employee, consultant, advisor or other individual who Customer authorizes to access and use the Patri API.
- 1.5. “Personal Data” means all data provided by Customer to Patri in connection with Customer’s use of the Patri API that constitutes “personal data,” “personal information,” “personally identifiable information,” and similar terms, and such terms shall have the same meaning as defined by applicable data privacy laws.
- 1.6. “Patri Data” means the data derived from Patri based on Patri’s analysis of the Customer Data.
- Ownership and Licenses
- 2.1. Patri API and Patri Data. As between you and Patri, the Patri API, the Patri Data and all Intellectual Property Rights therein or relating thereto are and shall remain the exclusive property of Patri. Nothing in these Terms shall be interpreted to provide you with any rights in the foregoing, except the limited right to use the Patri API and the Patri Data subject to these Terms.
- 2.2. Customer Data. As between you and Patri, you shall own all right, title and interest in and to the Customer Data, subject to a license granted to us to create the Patri Data and otherwise perform our obligations under these Terms.
- 2.3. Patri API and Patri Data License. Subject to the terms and conditions of these terms, we grant you a limited, non-exclusive, non-assignable license during the term to (i) use the Patri API to retrieve the Patri Data, (ii) use the Patri Data for your own business purposes. Customer’s license in the Patri Data shall survive the termination of these Terms.
- 2.4. Retention of Rights. Except to the limited extent expressly provided in these Terms, neither Party grants, and the other Party shall not acquire, any right, title or interest in or to any property of the first Party. All rights not expressly granted herein are deemed withheld.
- 2.5. Feedback. You hereby assign to Patri all right, title and interest in and to all feedback, suggestions, ideas, improvements and other comments provided by you to Patri relating to the Patri API (collectively, “Feedback“), and Patri will have the unrestricted right to use and disclose Feedback, without duty or obligation to you, and you acknowledge that any improvements, modifications and changes arising from or in connection with your contribution to the Patri API are the exclusive property of Patri’s. If you provide or suggest any changes or modifications to the Patri API or any portion thereof (collectively, “Feedback”), we will own all right, title, and interest in, and will have all rights to use, such Feedback for any purpose.
- Use of Patri API and Patri Data
- 3.1. Restrictions on Use of Patri API. Customer acknowledges and agrees that it is responsible for all use by Permitted Users of the Patri API. Customer will ensure that all use by Permitted Users of the Patri API is in compliance with these Terms and any guidelines and policies made available to Customer from time to time. Without limiting the foregoing, Customer will only access the Patri API as described in the guidelines, and will not exceed the number of call volume limits set forth therein, including call volume limits. In addition, except as explicitly permitted in these Terms, Customer will not itself, and will not permit others to: (a) copy the Patri API; (b) disassemble, reverse engineer, modify, translate, alter or decompile all or any portion of the Patri API; (c) adapt, modify, translate, or create derivative works of the Patri API; (d) probe, test, circumvent, disable, or otherwise interfere with features related to security or authentication measures; I distribute, copy, rent, lease, sublicense, assign, transmit, sell or otherwise transfer the Patri API or any of Customer’s rights therein; (f) use the Patri API to transmit any data that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); (g) use the Patri API in a manner that, as determined by us in our sole discretion, exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the Documentation; (h) use the Patri API to conduct any unlawful or fraudulent activities; or (i) use the Patri API in any way not specifically permitted under these Terms.
- 3.2. Restrictions on use of Patri Data. Except as expressly authorized under these Terms, you may not (a) remove any legal, copyright, trademark or other proprietary rights or notices contained in or on the Patri Data, (b) charge, directly or indirectly, any fees for access to the Patri Data; or (c) sell, lease, share, transfer, sublicense any Patri Data obtained through the Patri API, directly or indirectly, to any third party, including any data broker, ad network, ad exchange, or other advertising monetization-related party.
- 3.3. Suspension of Access. Patri may from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity under these Terms, suspend Customer’s access to or use of the Patri API and the Patri Data if Customer or any Permitted User violates any provision of these Terms, including, for greater certainty, any of the restrictions set out in Section 6 above or for any other reason that Patri deems necessary in its discretion
- 3.5. Access to the Patri API; Customer User Account; Responsibility for Permitted Users. To access the Patri API, Customer will need to set up one or more accounts (each, a “Customer User Account”) for use by Customer and its Permitted Users. Customer will ensure that Permitted Users only use the Patri API through the Customer User Account. Customer will not allow any Permitted User to share the Customer User Account with any other person. Customer is responsible for maintaining the security of and access to its passwords and files and is responsible for all uses of the Patri API with or without its knowledge or consent. Customer will not disclose passwords, certificates, authorizations, or other access controls to anyone other than Permitted Users, and Customer will use reasonable efforts to prevent unauthorized access to the foregoing. Customer will promptly notify Patri of any actual or suspected unauthorized use of the Patri API. Patri reserves the right to suspend, deactivate, or replace the Customer User Account if it determines that the Customer User Account or a Customer’s Google account as applicable, may have been used for an unauthorized purpose. Customer is responsible for ensuring that all Permitted Users are aware of and comply with the terms of this Terms. Any breach of these Terms by such individuals shall be deemed to be a breach by Customer.
- Fees and Payment
- 4.1. Fees. Customer will pay to Patri the fees described in any and all Order Forms (the “Fees”) in accordance with the terms set forth therein. Unless otherwise set out in writing by Patri, all Fees are identified in US dollars and are payable in arrears based on usage of the Patri API. Fees are exclusive of all taxes other than taxes on Patri’s net income, and Customer shall pay (and Patri shall have no liability for), any taxes, tariffs, duties and other charges or assessments imposed or levied by any government or governmental agency in connection with these Terms, including, without limitation, any federal, provincial, state and local sales, use, goods and services, value-added, withholding, and personal property taxes on any payments due in connection with the Service provided hereunder.
- 4.2. Changes to the Fees. Patri reserves the right to change the Fees and institute new charges at any time provided that Patri has given Customer prior notice and an opportunity to terminate its use of the Patri API before such changes come into effect.
- 4.3. Late Payment. Without limiting Patri’s other rights and remedies, if Customer does not pay any amount when due, then fifteen days after the day such payment was due (a) interest shall accrue on such undisputed amounts at 1.5% per month (or less, as per the maximum amount allowed by applicable law); (b) to the extent applicable, Customer shall pay any third party costs of collection (including, without limitation, reasonable attorneys’ and professionals’ fees); and (c) Patri may, upon notice suspend Customer’s access to the Patri API until such undisputed amounts are paid in full. To the extent Customer believes an amount charged or invoiced is incorrect, Customer must contact Patri within 30 days of receiving the relevant invoice or Customer’s right to dispute any charges will be deemed to be waived.
- 4.4. Suspension. Any permitted suspension of the Patri API by Patri pursuant to these Terms will not excuse Customer from its obligation to make payments under these Terms.
- Term and Termination
- 5.1. Terms. These Terms will commence on the Effective Date and will continue as long as there is an Order Form in effect, or until otherwise terminated in writing by the Parties as provided in this Section.
- 5.2. Termination for Convenience. Patri may terminate these Terms with respect to the Patri API or any Order Form at any time and for any reason without liability or penalty by providing at least 30 days advance written notice to Customer.
- 5.3. Termination for Cause. If you fail to comply with any provision of these Terms, Patri may terminate these Terms immediately and retain any fees previously paid by you, if applicable. Upon any such termination, you must cease any further use of the Patri API. If at any time you are not happy with the Patri API or the Patri Data, your sole remedy is to cease using the foregoing. Within 180 calendar days following termination or such other period as set out in an Order Form, Patri will, at Customer’s option, return to Customer or delete or otherwise render inaccessible the Customer Data that remains in the hardware or systems used by Patri to provide the Patri API.
- Confidential Information
- 6.1. Definitions. For the purposes of this Terms, a Party receiving Confidential Information (as defined below) will be the “Recipient”, the Party disclosing such information will be the “Discloser” and “Confidential Information” means any and all information of Discloser or any of its licensors that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into these Terms, including information concerning the Discloser’s past, present or future customers, suppliers, technology or business, provided that Discloser’s Confidential Information does not include, except with respect to Personal Data: (i) information already known or independently developed by Recipient without access to Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.
- 6.2 Confidentiality Covenants. Recipient hereby agrees that it will not, except to exercise its rights or perform its obligations under these Terms: (i) disclose Confidential Information of the Discloser to any person, except to its own personnel or Affiliates that have a “need to know” and that have entered into written Terms no less protective of such Confidential Information than this Section 6.2 and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Each Party will take industry-standard precautions to safeguard the other Party’s Confidential Information, which will in any event be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.
- 6.3. Exceptions to Confidentiality. Notwithstanding Section 6.2, Recipient may disclose Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; or (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business; or (iii) to potential assignees, acquirers or successors of Patri if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Patri.
- 6.4. Injunctive Relief. The Recipient acknowledges that disclosure of any Confidential Information by it will give rise to irreparable injury to the Discloser or the owner of such information, not adequately compensated by damages. Accordingly, the Discloser will be entitled to equitable relief, including injunctive relief and specific performance against the breach or threatened breach of the undertakings in this Section 6, in addition to any other legal remedies which may be available.
- Customer Warranties; Disclaimer
- 7.1. Customer Representations and Warranties. Customer represents and warrants that it has and shall maintain for the duration of these Terms all right, license and consent required under applicable law to provide Patri with Customer Data for the purpose of creating the Patri Data pursuant to these Terms.
- 7.2. Customer further represents and warrants that (a) it is not named on any U.S. or other list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S, (b) it is not a national of, or a company registered in, any jurisdiction in which the provision of the provision of the other party’s goods or services is prohibited under U.S. or other applicable laws or regulations.
- 7.3. DISCLAIMER.
- (a) EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, PATRI DOES NOT WARRANT THAT USE OF THE PATRI API WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PATRI API OR THE PATRI DATA. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY PATRI TO YOU ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND PATRI DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY INFORMATION PROVIDED TO YOU IN CONNECTION WITH YOUR USE OF THE PATRI API AND THE PATRI DATA (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY YOU FOR ANY PURPOSE WHATSOEVER. PATRI MAKES NO WARRANTIES UNDER THESE TERMS WITH RESPECT TO ANY THIRD-PARTY SOFTWARE, HARDWARE OR OTHER PRODUCTS EMBEDDED IN OR INCLUDED WITH THE SERVICE OR FURNISHED TO CUSTOMER BY PATRI.
- (b) TO THE EXTENT PERMITTED BY APPLICABLE LAW, PATRI HEREBY DISCLAIMS ALL IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, PATRI EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMER’S USE OF THE SERVICE (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.
YOU AGREE TO INDEMNIFY, DEFEND (AT PATRI’S OPTION), AND HOLD PATRI AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, SHAREHOLDERS, CONTRACTORS, OR REPRESENTATIVES (AND ALL SUCCESSORS AND ASSIGNS OF ANY OF THE FOREGOING), HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS, MADE BY ANY THIRD PARTY IN CONNECTION WITH OR ARISING OUT OF YOUR USE OF THE PATRI API AND/OR THE PATRI DATA, YOUR VIOLATION OF THESE TERMS, YOUR VIOLATION OF ANY APPLICABLE LAW, AND/OR YOUR VIOLATION OF ANY RIGHTS, INCLUDING PRIVACY RIGHTS, OF ANOTHER INDIVIDUAL OR ENTITY. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF SUCH DISPUTES, AND IN ANY EVENT, YOU WILL COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES.
- Limitation of Liability.
IN NO EVENT SHALL PATRI OR ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY PENALTIES, CLAIMS FOR LOST DATA, REVENUE, PROFITS, COSTS OF PROCUREMENT OR SUBSTITUTE GOODS OR SERVICE OR BUSINESS OPPORTUNITIES, ARISING OUT OF THESE TERMS OR ANY ADDENDUM THERETO, UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, WHETHER IN CONTRACT OR IN TORT INCLUDING NEGLIGENCE, EVEN IF PATRI HAD BEEN ADVISED OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PATRI’S MAXIMUM AND AGGREGATE LIABILITY HEREUNDER FOR ANY CAUSE OF ACTION OR THEORY OF LIABILITY EXCEED THE AMOUNTS PAID BY CUSTOMER TO PATRI HEREUNDER DURING THE 6 MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you. If you are located in the State of New Jersey, or a resident of another state that permits the exclusion of these warranties and liabilities, the limitations above do apply to you.
If you are a California resident, you hereby waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This release includes the criminal acts of others.
- 10.1. Notices. Notices sent to either Party will be effective when delivered in writing and in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices will be sent: (i) if to Patri, to the following address:
- Attention: Patri Inc. 224 S. Main Street #528 Springville, UT 84663 Email: and (ii) if to you to the current postal or email address that Patri has on file for you. Patri may change its contact information by posting the new contact information on its website or by giving notice thereof to you. You are solely responsible for keeping your contact information on file with Patri current at all times during the Term.
- Binding arbitration and class action waiver
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. FOR RESIDENTS OF THE EUROPEAN UNION OR UNITED KINGDOM WHO USED THE PATRI API IN THE EU OR UK, PLEASE ALSO REFER TO THE SECTION ENTITLED “DISPUTE RESOLUTION FOR E.U. OR UK RESIDENTS” BELOW.
- 11.1. Initial Dispute Resolution. Most disputes can be resolved without resorting to litigation. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with Patri, and good faith negotiations as part of this informal dispute resolution process shall be a condition to either party initiating a lawsuit or arbitration. This requires first sending a written description of the dispute to the other party. For any dispute you initiate, you agree to send the written description of the dispute along with the email address associated with your account to the following email address: . For any dispute that Patri initiates, we will send our written description of the dispute to the email address associated with your Patri account. The written description must be on an individual basis and provide, at minimum, the following information: your name; a description of the nature or basis of the claim or dispute; and the specific relief sought.
- 11.2. Binding Arbitration. If the Parties do not reach an agreed upon solution within a period of 30 days from the time informal dispute resolution begins under the Initial Dispute Resolution provision, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms (including their formation, performance and breach), the Parties’ relationship with each other and/or your use of the Service shall be finally settled by binding arbitration administered by JAMS in accordance with the provisions of its Streamlined Arbitration and Procedures, excluding any rules or procedures governing or permitting class or representative actions. Except as set forth in herein, the arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to any claim that all or any part of these Terms are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of JAMS administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The Parties agree that the arbitrator may allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. The arbitrator’s award shall be written, and binding on the Parties and may be entered as a judgment in any court of competent jurisdiction. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. JAMS Arbitration Rules & Procedures governing the arbitration may be accessed at www.jamsadr.com or by calling JAMS at (800) 352-5267. The Streamlined Arbitration Rules & Procedures shall apply for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures shall apply for claims exceeding $250,000, excluding any rules or procedures governing or permitting class actions. To start an arbitration, you must do the following: (a) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (b) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, 2 Embarcadero Center Suite 1500, San Francisco, CA 94111; and (c) send one copy of the Demand for Arbitration to Patri, 224 S. Main Street #528 Springville, UT 84663. If you commence arbitration in accordance with these Terms, you will be required to pay $250 to initiate the arbitration. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, the arbitrator may require Patri to pay the additional cost. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise. If the arbitrator finds the arbitration to be non-frivolous, Patri will pay all of the actual filing and arbitrator fees for the arbitration, provided your claim does not exceed $75,000. For claims above $75,000, fees and costs will be determined in accordance with applicable JAMS rules. The arbitration rules permit you to recover attorney’s fees in certain cases. Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party’s identity, the claims being asserted, and the factual allegations on which they are based. The arbitrator and/or JAMS may require amendment of any demand or counterclaim that does not satisfy these requirements. The arbitrator has the right to impose sanctions in accordance with JAMS Rule 24 for any claims the arbitrator determines to be frivolous or improper (under the standard set forth in Federal Rule of Civil Procedure 11). The Parties agree that JAMS has discretion to modify the amount or timing of any administrative or arbitration fees due under JAMS’s Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you waive any objection to such fee modification. The Parties also agree that a good-faith challenge by either party to the fees imposed by JAMS does not constitute a default, waiver, or breach of this Section 10 while such challenge remains pending before JAMS, the arbitrator, and/or a court of competent jurisdiction. The Parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
- 11.3. Location. If you are a resident of the United States or a resident of the European Union who brings a claim against Patri, arbitration will take place at any reasonable location within the United States convenient for you. For residents outside of the United States, arbitration shall be initiated in Utah County, Utah, United States of America, and you and Patri agree to submit to the personal jurisdiction of any federal or state court in Utah County, Utah, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
- 11.4. Class Action Waiver. The Parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the Parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND PATRI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM, UNLESS PATRI PROVIDES ITS CONSENT TO CONSOLIDATE IN WRITING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
- 11.5. Exception – Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
- 11.6. 30-Day Right to Opt Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to the following address: Patri Inc., . The notice must be sent within 30 days of your first use of the Patri Services, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt out of these arbitration provisions, Patri also will not be bound by them.
- 11.7. Changes to this Section. Patri will provide 30 days’ notice of any changes to this section by posting on the website, sending you a message, or otherwise notifying you directly. Changes will become effective on the 30th day. If you continue to use the Services after the 30th day, you agree that any unfiled claims of which Patri does not have actual notice are subject to the revised clause.
- 11.8. Choice of Law and Jurisdiction. The Terms and the relationship between you and Patri shall be governed by the laws of the State of Delaware without regard to conflict of law provisions. For any dispute not subject to arbitration, you and Patri agree to submit to the personal and exclusive jurisdiction of and venue in the federal and state courts located in the state of Utah. You further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available.
- 11.9. Dispute Resolution for EU or UK Residents Who Have Used the Patri API in the EU or UK. Either Party may initiate binding arbitration as the sole means to resolve all disputes, subject to the terms above, as permitted by European law. Any controversy that arises or is related to these Terms be submitted to the non-exclusive jurisdiction of the courts of the place of your domicile.
- General Information
- 12.1. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Patri API or Patri Data or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
- 12.2. Section Titles. The section titles in the Terms are for convenience only and have no legal or contractual effect.
- 12.3. Export Restrictions. Customer agrees not to directly or indirectly export, re-export or import all or any portion of the Patri Data without first obtaining all required licenses, permits and permissions. Patri makes no representation or warranty that the Patri Data may be exported without Customer first obtaining appropriate licenses or permits under applicable law, or that any such license or permit has been, will be, or can be obtained.
- 12.4. Construction. Except as otherwise provided in these Terms, the Parties’ rights and remedies under these Terms are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. The terms “include” and “including” mean, respectively, “include without limitation” and “including without limitation.” The headings of sections of these Terms are for reference purposes only and have no substantive effect.
- 12.5. Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond that Party’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving that Party’s employees), Internet service failures or delays, or the unavailability or modification by third parties of telecommunications or hosting infrastructure or third-party websites (“Force Majeure Event”).
- 12.6. Survival. The following Sections, together with any other provision of this Terms which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Terms, will survive expiration or termination of this Terms for any reason: Section 4 (Fees and Payment), Section 6 (Confidential Information), Section 7 (Customer Warranties; Disclaimer), Section 8 (Indemnification) Section 9 (Limitation of Liability), Section 10 (Notices), Section 11 (Binding Arbitration and Class Action Waiver) and Section 12 (General Information).
- 12.7. Assignment. Patri may, upon giving written notice to you, assign its rights and obligations under these Terms to any of its Affiliates or pursuant to a merger, sale, or other corporate reorganization of all or substantially all of its assets relating to that portion of its business that delivers the Services. In this case, such assignee will have and may exercise all the rights, and will assume all of the obligations, of Patri under these Terms, except that the assignment will not release Patri from liability for Patri’s obligations under these Terms. Except for such permitted assignment, neither Party may assign these Terms or any rights or obligations under these Terms without the prior written consent of each of the other Party. These Terms enure to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.
- 12.8. Severability. Any provision of these Terms found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from these Terms and all other provisions of these Terms will remain in full force and effect.
- 12.9. Waiver. A waiver of any provision of these Terms will be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
- 12.10. Independent Contractors. Patri’s relationship to you is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and neither Party will represent to any third party that it has, any authority to act on behalf of the other Party.
- 12.11. Entire Terms. These Terms constitute the entire Terms between the Parties with respect to the subject matter of these Terms and supersede all prior or contemporaneous agreements, representations or other communications between the Parties, whether written or oral.