Recitals
Inventwell provides a website, www.inventwell.com(the “Site”) with information for persons, “Inventor(s)” with an idea, product, or service they want to patent and sell in the marketplace.
Vendor is a person or business which may provide products or services which may be useful to the Inventor.
Vendor desires to be listed or present its products and services on Inventwells Site.
To be listed on Inventwells Site the Vendor must satisfy Inventwells requirements for inclusion as determined in Inventwells sole discretion.
Inventwell has agreed to accept andplace Vendor on the Inventwell site on the terms and conditions below.
Therefore, the Parties enter into this Agreement on the following Terms and Conditions.
Terms and Conditions
A. Vendors’ Selection and Placement
Inventwell will choose and accept potential Vendors on the merits.
Vendors who are accepted and picked for placement on the Site will pay a “maintenance fee” for a listing and, subject to the availability of space on the site, may place display boxes or advertisements on the Site.
Although Vendors pay a “maintenance fee” to be listed or have advertisements on the Site, only those Vendors which meet Inventwells requirements will be accepted and pay the maintenance fee.
Inventors will be told that the Vendor pays a fee for the listing or presentation, but that this is only after the Vendor has been accepted.
The Inventor will be told that the presence of the Vendor on the Inventwell site is not a representation or warranty that the Vendor is suitable to the Inventor or for the Invention.
B. Vendor Listing on the Site
Vendor hereby purchases the right to have its listing, advertisement or presentation (collectively, “Listing”) on the Site. Vendor has a choice of one of three individually priced options:
Option A. Value Vendor
Option B. Pro Vendor
Options C. Premium Vendor
C. Termination
Either Party may terminate the listing, video or advertisement by giving thirty (30) days prior written Notice to the other party.
Either Party may terminate this Agreement immediately without prior notice for “Cause.”
Inventwell Termination for Cause. Events of “Cause” for Inventwell shall include but not be limited to: (a) Vendor’s failure to prepare and place a finished and proper listing or presentation as determined in Inventwells sole discretion (b) the occurrence of non-payment of the maintenance fee for the Vendor’s scheduled listing or presentation. (c) content which is illegal, unlawful, immoral or offensive as determined in Inventwells sole discretion, and (d) demands or requirements by Vendor which go beyond those expressly stated in this Agreement and which would constitute a material change of the terms and meaning of this Agreement.
Vendor’s Termination for Cause. Events of “Cause” for Vendor shall include but not be limited to (a) the non- or poor functionality of the Site, (b) demands or requirements by Inventwell which go beyond those expressly stated in this Agreement and which would constitute a material change of the terms and meaning of this Agreement.
D. How the Site Works. No Referral, Recommendation, Representation or Warranty
Inventwell makes information about the Vendor available on its Site.
While Inventwell provides information about Vendor on the Site, the acceptance of Vendor’s listing or presentation is not a referral or recommendation that any Inventor will use Vendor as a Vendor, or even contact you.
Inventwell is not stating that an Inventor will access the Site or who uses or accesses the Site will use, want or need the Vendor’s products or services.
Having found information about the Vendor on the Inventwell Site, an Inventor or potential Inventor may contact the Vendor to discuss an idea for an Invention or an Invention in progress.
By allowing an Inventor to access its Site and review the information there, Inventwell is not referring, recommending or vouching for the Inventor to Vendor.
Inventwell is not involved in the contact or negotiations between the Inventor and Vendor.
Inventwell does not screen, evaluate or recommend any Inventor, Invention or Inventor project. Inventwell makes no representation or statement about the Invention. Inventwell. Inventwell is not consulted by the Inventor and Inventwell may have no idea who the Inventor is or what the Invention is.
Inventwell will not tell the Inventor that the Vendor is the correct or right Vendor to choose, available, suitable or affordable. It is likely that Inventwell will not talk to the Inventor about the Vendor.
Inventwell is not an agent of the Vendor or of the Inventor.
Inventwell shall make no referral, recommendation, representation or warranty about, or on behalf of, Vendor and its services to the Inventor, or of the Inventor and the Invention to the Vendor.
Vendor and Inventor may choose to do business with each other in their sole discretion
E. Warranty and Disclaimer of Representations and warranties
Inventwell warrants the Site shall list and present Vendor according to the terms of this Agreement provided that Vendor performs in conformity with this Agreement.
Vendor understands that the Site, and the information-based business model upon which the site is based, are each offered on an “AS IS, WHERE IS” basis, without any implied or express warranty as to performance or suitability, or to the results that may be obtained by using the Site.
Inventwell makes no other representation or warranty express or implied about the Site including, without limitation, fitness for a particular purpose, suitability, availability, performance, non-interruption or satisfaction.
Inventwell will make no representation or warranty that Vendor is a suitable and proper Vendor for any Inventor or Invention.
Inventwell does not represent or warrant that the Inventors who/which use its Site, or the Invention in question, are suitable for Vendor.
By this Agreement Inventwell is not promising that any Inventor will contact Vendor or that a contract will arise from any contact between the Inventor and Vendor.
F. Limitation of Liability
Inventwell is not liable for damages arising out of Vendor’s use of the Site or Vendor’s contact or contracts with Inventors who use the Site. In particular, but not as a limitation, Inventwell is not liable for product liability, lost profits, compensatory, incidental, consequential, exemplary, or punitive damages, or other harm arising out of Vendor’s use of the Site or relations with the Inventor or connection to the Invention.
G. Miscellaneous
1. Trademark Usage. Inventwell protects its trademarks! Vendor is not receiving permission to use Inventwells trade and service marks outside of the Site. Vendor shall not use Inventwell trademarks without written permission as to the specific purpose, term and other considerations. Vendor shall indemnify Inventwell for all costs related to the unlawful use of its trademarks and intellectual property.
2. Results Not Guaranteed. Vendor is receiving access to the Site, but not guaranteed results from using and appearing on the Site.
3. Confidentiality Not Guaranteed. Inventwell cannot guarantee confidentiality. Vendor should not share any confidential and proprietary information with Inventor or Inventwell which publication could harm Vendor if such information were to be repeated, copied, or otherwise transmitted to and/or used by a third party.
4. No Refunds. By approving this Agreement, Vendor acknowledges that no one has represented to Vendor that refunds are available. Even if Vendor cannot use the Site for any reason, Vendor will continue to be billed, and liable,as stated Section A and Schedule A of this Agreement through the end of the Term. Inventwell considers this No Refunds policy a material inducement to entering into this Agreement and would not have done so unless this No Refunds policy were included.
5. No Chargebacks without Opportunity to Cure. By law cardholders are required to contact the merchant prior to initiating a chargeback. Vendor agrees not to request a refund or chargeback a credit card payment without first providing Inventwell notice, demand and opportunity to cure. This gives Inventwell a chance to learn about and fix the problem or correct any misunderstanding. Vendor acknowledges this right and agrees to contact Inventwell as a precondition of and prior to initiating any chargeback.
6. Chargeback Fee and Credit Report. Inventwell as a merchant reserves the right to the presentment of evidence supporting the original charge. Vendor shall owe a $250.00 fee for attempting a chargeback without Inventwells consent. In the event that a chargeback is placed on a purchase, or Inventwell receives a chargeback threat during or after Vendor’s purchase, Inventwell reserves the right to report the incident to all three credit reporting agencies or to any other entity for inclusion in any chargeback database or for listing as a delinquent account. The information reported will include your name, email address, order date, order amount, and billing address. This could have a negative impact on your credit report score. Chargeback abusers wishing to be removed from the third-party database should make the payment for the amount of the chargeback or otherwise due to the Vendor.
7. Auto-Payment. If paying by debit card, or credit card, Vendors hereby gives Inventwell permission to automatically charge Vendor’s credit or debit card as payment for use of the Site with no additional authorization required.
8. Late Payments. In the event that payment is not received by the date due, Vendor will have a three (3) day grace period to make the payment. Otherwise, Inventwell may remove Vendor’s listing, presentation or advertisement from the Site , and Inventwell reserves the right to bar Vendor’s access immediately and permanently.
9. Damages are limited under this Agreement.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INVENTWELL WILL NOT BE LIABLE TO VENDOR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS, LOSS OF OPPORTUNITY COST, LOSS OF PROFITS AND THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF INVENTWELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A PROVISION OR REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. DAMAGES, INCLUDING ATTORNEY’S FEES AND COSTS, ARE LIMITED TO THE AMOUNT OF THIS AGREEMENT, EXCEPT FOR CLAIMS ARISING FROM VENDOR’S INFRINGEMENT OF INVENTWELL’S BUSINESS MODEL, TRADEMARKS, TRADE SECRESTS OR OTHER INTELLECTUAL PROPERTY.
10. Arizona Law. Arizona law governs this Agreement, and it will be enforced by either party in Arizona, without regard to its conflicts of law principles. Vendor understands and agrees that it submits to the personal jurisdiction and venue of the Arizona courts and agree that any legal proceeding commenced shall take place in Phoenix, Arizona.
11. Damages. In the event Vendor breaches this Agreement it will be liable for all sums due under the contract, plus statutory interest, plus attorney’s fees and costs. In the event Vendor violates or breaches the trademark and confidentiality provisions of this Agreement, Vendor acknowledges same will cause irreparable harm to Inventwell, and that Vendor will be liable for the foregoing plus compensatory and statutory damages, including but not limited to an award equal to the monies made by Vendor or lost by Inventwell as a result of the violation or breach, as well as injunctive relief ordering Vendor to cease and desist the violation and breach of the trademark and confidentiality provisions and any other material breach of this Agreement.
12. Prevailing Party Attorneys’ Fees. In the event of any dispute, contest, arbitration, or litigation between the parties hereto, the prevailing party in such dispute, contest, arbitration or litigation shall be fully reimbursed by the other party for all costs, including reasonable attorneys’ fees, court costs, expert or consultant’s fees and reasonable travel and lodging expenses, incurred by the prevailing party in its successful prosecution or defense thereof, including any appellate proceedings.
13. No Assignment; No Oral Waivers or Modifications. This Agreement may not be assigned to any other party. Its terms may not be waived or modified except in writing signed by Inventwell.
14. Electronic Signatures and Other Documents. Vendor agrees that its electronic signature is valid and binding evidence of it assent to the terms of this Agreement. Vendor agrees to sign additional documents which may be necessary to complete the material purpose of this Agreement.
15. No relationship; Legal Interpretation. To the fullest extent permitted at law and equity, nothing in this agreement, the conduct of the parties, or the course of dealing among them shall be construed as a general or limited partnership, employer/employee, or principal/agent relationship of any kind whatsoever.
16. Indemnification. If Inventwell, its principals or agents, gets sued due to Vendor’s actions, Vendor shall defend, indemnify, and hold harmless Inventwell and any of its principals, members, directors, officers,shareholders, successors and assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, and the costs of enforcing any right to indemnification under this Agreement, including those arising out of any activity, work, or other thing done or permitted to be done by Vendor, or resulting from any claim of a third party related to Vendor’s use of the Site.
