The service at www.inventionevaluator.com is provided by Tekcapital LLC (a subsidiary of Tekcapital plc a company registered in England and Wales (number 08873361)) and is designed to help inventors or businesses to get objective analysis of their invention or idea. The terms and conditions outlined below are binding on both Tekcapital LLC and the Customer (as defined below) immediately after the Customer registers at the Website (as defined below).
1.1 In these Terms:
“Confidential Information” means:
i. all the information contained in a Submission;
ii. all information prepared by or on behalf of Tekcapital for the Purpose; and the information in the Report,apart from information which:
i. Tekcapital can show was already in Tekcapital’s possession as at the time of the disclosure of that information to Tekcapital by the Customer;
ii. Tekcapital can show is or becomes part of the public domain other than as a result of a breach, by Tekcapital or by any person to whom;
Tekcapital has disclosed the information, of: (i) these Terms; or (ii) an obligation of confidence owed in relation to the information;
iii. Tekcapital can show was received from a person entitled to provide it to Tekcapital without breaching an obligation of confidence owed in relation to the information; and/or
iv. Tekcapital can show was independently developed by Tekcapital without regard to or reference to the disclosure of that information to Tekcapital by the Customer
“Contract” means the contract between Tekcapital and the Customer for the supply of Services in accordance with these Terms.
“Customer” means the person or party who registers as a member on the Website.
“Fee” has the meaning given in Condition 4.1.
“Intellectual Property Rights” means all intellectual property rights including current and future registered and unregistered rights in respect of copyright, designs, circuit layouts, trade marks, trade secrets, know-how, confidential information, patents, invention and discoveries and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967.
“Purpose” means the purpose of analysing the Submission for the sole purpose of providing the Report to the Customer.
“Report” means a report that outlines Tekcapital’s analysis of the technical merit, the intellectual property, and the commercial potential of the invention that is the subject of the Submission submitted by the Customer.
“Submission” means all the information that the Customer submits when the Customer clicks the “submit” button on the submission form on the Website.
“Tekcapital” means Tekcapital LLC.
“Terms” means these terms and conditions.
“Website” means the “www.inventionevaluator.com” website
1.2 Third party rights
A person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any of these Terms.
BASIS OF CONTRACT
2.1 A Submission constitutes an offer by the Customer to purchase the Services from Tekcapital in accordance with these Terms.
2.2 The contract shall be effective when the Submission is submitted and payment in cleared funds is received by Tekcapital with the exception that Tekcapital retains the right to rescind the contract in the event that the Customer does not deliver all the relevant information. In the situation that further information is required Tekcapital will contact the Customer prior to the commencement of the Report. In the event that Tekcapital rescinds the contract then the Customer will be entitled to the return of the Fee for that Submission and Tekcapital will use reasonable efforts to keep the Confidential Information secret and confidential.
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Tekcapital which is not set out in the Contract
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing
2.5 The Customer consents to receive purchase receipts and sales invoices electronically
3.1 The Customer is paying Tekcapital to conduct an analysis of the Customer’s invention or idea (as that invention or idea is described in the Submission) and to reflect the outcome of that analysis in Tekcapital’s final Report (“Services”).
3.2 Tekcapital shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services
3.3 Time shall not be of the essence for performance of the Services.
3.4 The Services shall be delivered with reasonable care and skill.
4.1 The Fee
The Customer agrees to pay Tekcapital the Fee of $995 USD ($595 USD for educational and non-profit institutions) per Submission as payment for Tekcapital to provide the Report to the Customer. The Fee is payable upfront, is non-refundable after payment and enables the Customer to access secure web pages in order to make the Submission. Should any taxes or similar fees be imposed on any payment then the Customer shall be liable for the additional costs.
4.2 The Submission
The Customer can save changes to draft forms of a Submission as often as required at no additional cost. Once the Customer has clicked the “submit” button, the Submission will be submitted for analysis and the Customer will not be able to make any further changes to that particular Submission.
4.3 The Report
4.3.1 Subject to Conditions 4.3.2 and 4.3.3, Tekcapital will, within ten business days of a Submission by the Customer, and provided that the Customer has (i) provided all the relevant information and (ii) paid the Fee as well as all amounts owed or due and payable to Tekcapital, provide the Customer with a Report in relation to that particular Submission. Tekcapital shall use all reasonable endeavours to adhere to the stipulated timeframe and the Customer understands that it is only an estimate.
4.3.2 Tekcapital will conduct the analysis required for the purpose of preparing the Report using the information provided by the Customer in the Submission. Tekcapital may contact the Customer if more or clarifying information is needed in order to conduct the analysis and the time within which Tekcapital is required to provide the report is extended by the amount of time that Tekcapital is waiting for the Customer to provide the additional information requested by Tekcapital.
4.3.3 In the event that the Customer intends to make over twenty Submissions within a short timeframe then a mutually convenient timeframe for the provision of the Reports will be negotiated.
4.3.4 The Customer understands that Tekcapital utilises the services of external persons, analysts and advisers (who are subject to confidentiality obligations, as outlined in Condition 6 below) for the purposes of analysing the Submission and preparing the Report.
5.1 The Customer shall:
5.1.1 ensure that the terms and information in the Submission are complete and accurate;
5.1.2 co-operate with Tekcapital in all matters relating to the Services;
5.1.3 provide Tekcapital with such information and materials as Tekcapital may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects; and
5.1.4 obtain and maintain all necessary licences, permissions and consents which may be required for Tekcapital to commence the Services.
5.2 If Tekcapital’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
5.2.1 Tekcapital shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Tekcapital’s performance of any of its obligations.5.2.2 Tekcapital shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Tekcapital’s failure or delay to perform any of its obligations as set out in this Condition 5.2.
5.2.3 The Customer shall reimburse Tekcapital on written demand for any costs or losses sustained or incurred by Tekcapital arising directly or indirectly from the Customer Default.
6.1 Tekcapital to maintain confidentiality
Tekcapital shall use reasonable efforts to keep the Confidential Information secret and confidential, including, as a minimum:
6.1.1 using the same standard of care as it uses with respect to its own confidential information; and
6.1.2 keeping the Confidential Information in a secure place so as to ensure that unauthorised persons do not have access to the Confidential Information.
6.2 Restrictions on use of Confidential Information
6.2.1 Tekcapital must use the Confidential Information only for the Purpose, and must not use the Confidential Information for any other purpose.
6.2.2 Tekcapital must not lodge any patent application or any other application for the statutory protection of the Confidential Information.
6.3 Restrictions on disclosure of Confidential Information
6.3.1 Subject to Condition 6.3.2, Tekcapital must not disclose to any person or make known in any manner any part of the Confidential Information.
6.3.2 Tekcapital may communicate the Confidential Information:
(a) to such of its group companies, directors, officers, contracted analysts, employees and advisers as need to know the Confidential Information for the Purpose (and Tekcapital warrants that each such group company, director, officer, contracted analyst, employee and adviser is bound to Tekcapital by obligations of confidentiality that are substantially similar to those imposed upon Tekcapital in these Terms);
(b) if Tekcapital is required to do so by law provided that, to the extent possible, Tekcapital will notify the Customer in advance of the disclosure; and/or
(c) to any person if the Customer has first provided written consent to such disclosure (and such disclosure shall be subject to any conditions that the Customer imposes in writing, including a condition that the person to whom the disclosure is made first executes a confidentiality agreement in a form suitable to the Customer).
6.4 Unauthorised disclosure of confidential information
As soon as reasonably practicable after Tekcapital learns or believes that:
6.4.1 any person has come into possession of any part of the Confidential Information in a manner that is not authorised under these Terms; or
6.4.2 any person is doing anything in contravention of rights owed to the Customer with respect to the Confidential Information,
Tekcapital will notify the Customer of these facts.
6.5 Return of confidential information Within seven days of receipt of a written notice from the Customer asking Tekcapital to return Confidential Information to the Customer, Tekcapital must deliver to the Customer all records of the Confidential Information that are in Tekcapital’s possession or control. If Tekcapital cannot conveniently return records of Confidential Information to the Customer, then Tekcapital shall destroy such records in such manner and at such time as directed by the Customer in writing, including by deletion from all computer records and electronic or magnetic storage devices.
6.6 Duration of confidentiality The obligations with respect to confidentiality that these Terms impose upon Tekcapital will continue to apply in relation to each item of information for as long as that particular item of information falls within the definition of Confidential Information.
OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
7.1 Customer Intellectual Property Rights
Tekcapital acknowledges that all Intellectual Property Rights in and in relation to the Submission and the subject matter of the Submission are, and remain at all times, the property of the Customer.
7.2 Report Intellectual Property Rights
Without in any way diminishing the confidentiality obligations imposed on Tekcapital pursuant to Condition 6:
7.2.1 the copyright in the Report is owned by Tekcapital; and
7.2.2 provided that the Customer has paid all amounts due and payable to Tekcapital, then Tekcapital grants to the Customer, upon delivery of the Report to the Customer, a non-exclusive licence to use the Report for the purpose of furthering the development and commercialisation of the inventions and ideas reflected in the Submission, and not for any other purpose.
7.3 Intellectual Property Rights in the process and the service
All Intellectual Property Rights in and in relation to the Website (including its contents, design, software, code, html code) and in relation to processes, tools, resources and information used by or on behalf of Tekcapital in order to conduct the required analysis and to prepare the Report, are, as between Tekcapital and the Customer, owned by Tekcapital and will remain at all times owned by Tekcapital.
7.4 Customer Intellectual Property Rights Warranty
The Customer warrants that to the best of its knowledge and belief (having made due and careful enquiry), unless otherwise indicated in the Submission is not infringing the Intellectual Property Rights of any third party by submitting the Submission.
WARRANTIES AND LIABILITY
8.1 Warranties and use of the Report
8.1.1 The Report is provided as a source of information and a guide only. It is not intended to be a substitute for professional advice and the Customer must only make decisions about whether or not to pursue an opportunity that is the subject of a Report if such decisions are based on professional advice received by qualified professional advisers.
8.1.2 To the extent permitted by law, Tekcapital makes no warranty or representation that:
(a) the Report is or will be fit for any, or any particular, purpose;
(b) the Report does not infringe the rights of any other person; and/or
(c) the parties are likely to enter into any further agreement of any type.
8.2 Limitation of liability
8.2.1 Tekcapital and its affiliates will not be responsible for
(a) losses that were not caused by any breach on our part;
(b) any business loss (including loss of profits, revenue, contracts, anticipated savings, data, goodwill or wasted expenditure); or
(c) any indirect or consequential losses that were not foreseeable to both parties when the contract was formed.
8.2.2 The laws of some countries do not allow some or all of the limitations described above. If these laws apply to you, some or all of the above limitations may not apply to you and you might have additional rights.
8.2.3 Nothing in these conditions limits or excludes our responsibility for fraudulent representations made by us or for death or personal injury caused by our negligence or wilful misconduct.
8.2.4 Tekcapital will not be held responsible for any delay or failure to comply with our obligations under these Conditions if the delay or failure arises from any cause which is beyond our reasonable control.
8.2.5 To the extent permitted by law, Tekcapital’s liability (howsoever arising) to the Customer is limited, at Tekcapital’s discretion, to:
(a) refunding the Fee; or
(b) providing the analysis services again as required to issue a new Report.
8.3 Maximum Liability
To the extent permitted by law, in the event that Condition 8.2 is unenforceable, Tekcapital’s maximum liability (howsoever arising) to the Customer under these Terms is limited to a maximum amount equal to the Fee.
8.4 Indirect loss or damage
To the extent permitted by law, in no event shall Tekcapital be liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise for any indirect, incidental, special or consequential loss or damage suffered by the Customer, including aggravated or exemplary damages, loss of revenue or anticipated savings or loss of business opportunity or goodwill, loss of contracts, non-operation or increased expense of operation of equipment, increased cost of capital or claims for service interruptions. Without limiting the effect of this Condition:
8.4.1 in no event will Tekcapital be liable to the Customer as a consequence of or in connection with a decision by the Customer to pursue an opportunity that is the subject of a Report; and
8.4.2 in no event will Tekcapital be liable to the Customer as a consequence of or in connection with a decision by the Customer not to pursue an opportunity that is the subject of a Report
9.1 THE CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD TEKCAPITAL, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, CO-BRANDERS, AND OTHER PARTNERS AND EMPLOYEES, HARMLESS FROM ANY LOSS, LIABILITY, CLAIM OR DEMAND, INCLUDING LEGAL FEES ON AN INDEMNITY BASIS, DUE TO OR ARISING OUT OF:
9.1.1 USER CONTENT THAT THE CUSTOMER SUBMITS, POSTS TO, OR TRANSMITS THROUGH THE WEBSITE;
9.1.2 THE CUSTOMER’S USE OF THE WEBSITE OR THE SERVICES THAT ARE PROVIDED BY TEKCAPITAL THROUGH THE WEBSITE;
9.1.3 THE CUSTOMER’S VIOLATION OF THESE TERMS, ANY APPLICABLE LAWS, OR THE RIGHTS OF ANY THIRD PARTY; AND/OR
9.1.4 THE WARRANTY IN CONDITION 7.4 BEING OR BECOMING UNTRUE.
10.1 For the purposes of these Terms, Force Majeure Event means an event beyond the reasonable control of Tekcapital including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Tekcapital or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
10.2 Tekcapital shall not be liable to the Customer as a result of any delay or failure to perform its obligations under these Terms as a result of a Force Majeure Event.
10.3 If the Force Majeure Event prevents Tekcapital from providing any of the Services for more than four weeks, then Tekcapital shall, without limiting its other rights or remedies, have the right to terminate the Contract immediately by giving written notice to the Customer.
Neither party may assign or transfer its rights and/or obligations under these Terms without written consent from the other party.
11.2 Governing Law
These Terms and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English Law.
The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).
No variation of these Terms shall be effective unless it is agreed in writing between all parties.
No failure to exercise, nor any delay in exercising, any right or remedy under these Terms shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in these Terms are cumulative and not exclusive of any rights or remedies provided by law.
11.6 Entire Agreement
11.7 No Partnership or Agency
Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
11.8.1 If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant Condition or provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under these Terms shall not affect the validity and enforceability of the rest of these Terms.
11.8.2 If one party gives notice to the other of the possibility that any Condition or provision of these Terms is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
Please review all information prior to any Submission or payment as Tekcapital will not give refunds after payment has been processed.
EFFECT OF THESE TERMS AND CONDITIONS
13.1 These Terms shall be immediately effective when the Client registers on the website.
13.2 NO MODIFICATIONS OF THESE TERMS WHETHER VIA A PURCHASE ORDER, INVOICE OR OTHER DOCUMENT SHALL BE BINDING, EFFECTIVE OR VALID UNLESS EXPRESSLY ACCEPTED IN WRITING BY AN AUTHORISED REPRESENTATIVE OF TEKCAPITAL.