Terms of Service – Provenance Asset Group LLC Web-based Services

Last revised: October 30, 2017

1. Acceptance of Terms

The following Terms of Service ("Terms") are between you and Provenance Asset Group LLC ("Provenance", "we" or "us") and constitute a legal agreement that governs your use of all Provenance websites within the domain provenanceassetgroup.com (the "Service"). You must agree to these Terms before you can use the Service. You can agree to these Terms by: (a) actually using the Service, including, without limitation, accessing any Provenance website, or (b) clicking a box that indicates you agree to the Service, where such a box is made available to you. If you do not agree to any of the following Terms, you may not use the Service and must leave any Provenance website. If you received a User ID with access to the Provenance Service, you are accepting these Terms on behalf of yourself and the company for which Provenance authorized your access to the Provenance website.

Legal Authority

To use and/or register for the Service you (a) must be of legal age to form a binding contract with Provenance, and (b) cannot be a person or entity barred from receiving the Service under the laws of the United States or other applicable jurisdiction, including the country in which you reside, are incorporated, or from which you use the Service. By accepting these Terms you represent that you understand and agree to the foregoing.

Changes to Terms

Provenance may update or change the Terms from time to time and recommends that you review the Terms on a regular basis. You can review the most current version of the Terms at any time at https://provenanceassetgroup.com/terms-of-service. If Provenance makes a change to the Terms, we will post the revised Terms on our website at the address noted above. You understand and agree that your continued use of the Service after the Terms have changed constitutes your acceptance of the Terms as revised. Without limiting the foregoing, if Provenance makes a change to the Terms that materially impacts your use of the Service, Provenance may post notice of any such change on our website and/or via email at the email address you provide to us.

2. Changes to the Service

Provenance reserves the right to modify or stop the Service (or any part thereof), either temporarily or permanently, at any time or from time to time, with or without prior notice to you. Without limiting the foregoing, we may post on our website or via the Service notice of such changes to the Service. It is your responsibility to review our website for any such notices. You agree that Provenance shall not be liable to you or any third party for any modification or cessation of the Service, in whole or in part.

Limitations on Use

You agree to use the Service only for purposes as permitted by these Terms and in accordance with any applicable law, regulation, or generally accepted practice in the applicable jurisdiction.

3. Registration

User IDs

Provenance may provide you with an individual user ID (each a "User ID") for access to certain parts of the Service. A User ID may only be used by the individual to whom it is issued.

If you received a User ID with access to the Provenance Service, the following additional terms will apply to your use of that User ID:

  • You may only use such User ID while you have access to the Provenance Service.
  • If the User ID is issued to the company employing you, such company will have full control over your User ID, and Provenance may, in its sole discretion or at the request of such company, at any time terminate your ability to access those aspects of the Service that can only be accessed through a User ID. If such company ceases to have access to the Service, or you cease to be employed by such company, we may terminate your ability to access those aspects of the Service that can only be accessed through a User ID.
  • If you are an attorney that has been provided with a User ID with access to the Provenance Service in connection with your position as outside legal counsel in patent-related matters for a company for which such User ID was authorized by Provenance, as between you and the company for which Provenance authorized your access to the Provenance Service, the company will have full control over the User ID, and Provenance may, in its sole discretion or at the request of the company, at any time terminate your ability to access aspects of the Provenance Service that require a User ID. If the company ceases to have access to the Service, or if you cease to act as outside legal counsel in patent-related matters for the company, Provenance may terminate your ability to access aspects of the Provenance Service that require a User ID. Notwithstanding anything to the contrary in these Terms, in no event may you use the User ID to access aspects of the Provenance Service that require a User ID for the benefit of any person or entity other than the company for which your User ID was authorized by Provenance.

Account Security

If you receive a User ID, you will be required to select a password. Please choose a strong password and do not reveal your password to others. You agree that you are responsible for keeping your password confidential and secure, and further understand that you (together with your company if you are an individual who registers for a User ID for the Provenance Service) are solely responsible and liable for any activities that occur under your User ID. Each company will be responsible for all activity that occurs under each of its employee’s and attorney’s User IDs for the Provenance Service. If you suspect or become aware of any unauthorized use of any User ID, or if you become aware that any employee or attorney with an active User ID ceases to be employed or engaged by the company for which such User ID was authorized by Provenance for the Provenance Service, please notify us at info@provenassets.com.

4. Registration Obligations

You agree that all information you provide to Provenance during the registration process ("Registration Data") will be accurate, complete and current information, and that you will maintain and update the Registration Data as needed to keep it accurate and current. Failure to provide accurate, current and complete Registration Data could result in the suspension and/or termination of your ability to access all or portions of the Service.

5. Provenance Privacy Policy

You understand that by using the Service, you consent and agree to the collection and use of certain information about you and your use of the Service in accordance with the Provenance privacy policy, which is in incorporated into and forms a part of this agreement. If you object to your information being used in this way, please do not use the Service. For more information please read our full privacy policy at https://provenanceassetgroup.com/privacy-policy.

6. Content

Content

"Content" means any information that may be viewed, accessed, downloaded, uploaded, posted, generated or submitted through the Service, such as data files, written text, graphics, images, sounds, videos, messages and any other like materials, including any information derived from any of the foregoing. "Provenance Content" is any Content that is provided to you by Provenance through the Service.

Your Use of Provenance Content

You are permitted to store, display, analyze, modify, reformat, and print Provenance Content only for your own internal and personal use and subject to the restrictions set forth below. You are not permitted to publish, transmit, or otherwise reproduce or disseminate Provenance Content, in whole or in part, in any format, to or for any third party (including, without limitation, any of your affiliates, consultants, or attorneys) without the express prior written consent of Provenance. You agree that you will not sell, resell, rent, lease or trade the Service (including, without limitation, the Content or any part thereof) for any purpose or distribute it over any other medium, including over any computer network or hyperlink framing. In addition, you are not permitted to alter, obscure, or remove any copyright, trademark or any other notices that are provided to you in connection with Provenance Content.

YOU AGREE NOT TO USE, TRANSFER, DISTRIBUTE, OR DISPOSE OF ANY INFORMATION CONTAINED IN THE SERVICE IN ANY MANNER THAT COULD COMPETE WITH THE SERVICE. YOU MAY NOT COPY, REPRODUCE, RECOMPILE, DECOMPILE, DISASSEMBLE, REVERSE ENGINEER, DISTRIBUTE, PUBLISH, DISPLAY, PERFORM, MODIFY, UPLOAD TO, CREATE DERIVATIVE WORKS FROM, TRANSMIT, OR IN ANY WAY EXPLOIT ANY PART OF THE SERVICE, EXCEPT AS EXPRESSLY PERMITTED IN THESE TERMS. YOU MAY NOT RECIRCULATE, REDISTRIBUTE OR PUBLISH THE ANALYSIS AND PRESENTATION INCLUDED IN THE SERVICE WITHOUT PROVENANCE’S PRIOR WRITTEN CONSENT. THE SERVICE AND THE INFORMATION CONTAINED THEREIN MAY NOT BE USED TO CONSTRUCT A DATABASE OF ANY KIND. NOR MAY THE SERVICE BE STORED (IN ITS ENTIRETY OR IN ANY PART) IN DATABASES FOR ACCESS BY YOU OR ANY THIRD PARTY OR TO DISTRIBUTE ANY DATABASE SERVICES CONTAINING ALL OR PART OF THE SERVICE. YOU MAY NOT USE THE SERVICE IN ANY WAY TO IMPROVE THE QUALITY OF ANY DATA SOLD OR CONTRIBUTED BY YOU TO ANY THIRD PARTY. YOU WILL NOT USE THE SERVICE OR THE INFORMATION CONTAINED THEREIN IN UNSOLICITED MAILINGS OR SPAM MATERIAL.

Provenance Proprietary Rights

You acknowledge and agree that Provenance and/or its licensors own all legal right, title and interest in and to the Service, including any and all intellectual property rights that exist therein, whether registered or not, and wherever in the world they may exist. You further agree that the Service (including the Provenance Content) contains proprietary information that is protected by applicable intellectual property and other laws. These Terms are not intended to, and will not, transfer or grant any rights in or to the Provenance Content other than those which are specifically described herein, and all rights not expressly granted herein are reserved by Provenance and/or its licensors.

Your Content

If you post or upload Content through the Service, you grant Provenance a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such Content throughout the world in any media known now or in the future.

Copyright Notice – DMCA

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through the Service, you may notify us pursuant to the Digital Millennium Copyright Act of 1998 ("DMCA"). To file a copyright infringement notification with us, you will need to send a written communication that includes the following (please consult your legal counsel or see Section 512(c)(3) of the DMCA to confirm these requirements):

  • A physical or electronic signature of a person authorized to act on behalf of the copyright owner.
  • Identification of the copyrighted work claimed to have been infringed.
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
  • Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an e-mail address.
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The written communication should be sent to our Designated Copyright Agent at the following address:

Provenance Asset Group LLC
22 West Avenue
Essex, CT 06426

7. Trademark Information

Provenance Asset Group, the Provenance logo and other Provenance trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of Provenance Asset Group LLC in the US and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners. You are granted no right or license under these Terms in any trademarks, and you further agree that you shall not remove, obscure, or alter any proprietary notices (including trademark and copyright notices) that may be affixed to or contained within the Service.

8. Termination

Provenance may at any time, without prior notice, immediately terminate or suspend all or a portion of your access to the Service. Cause for such termination shall include, but not be limited to: (a) violations of the Terms or any other policies or guidelines that are referenced herein and/or posted on the Service; (b) a request by you to cancel or terminate your registration; (c) discontinuance or material modification to the Service or any part thereof; (d) a request and/or order from law enforcement, a judicial body, or other government agency; (e) where provision of the Service to you is or may become unlawful; (f) unexpected technical or security issues or problems; (g) your participation in fraudulent or illegal activities; (h) failure to pay any membership fees owed by the company with which you are employed in relation to the Service if you received a User ID with access to the Provenance Service; (i) failure to pay for your Paid Account on time or (j) as set forth elsewhere in the Terms. Any such termination or suspension shall be made by Provenance in its sole discretion, without any monetary liability to you, and Provenance will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your access to the Service.

9. Links and Third-Party Materials

Certain Content or other features of the Service may include materials from third parties and/or links to certain third-party websites. Because Provenance may have no control over such third-party materials and/or websites, you acknowledge and agree that Provenance is not responsible for the availability of such materials and websites, and does not endorse or warrant the accuracy of any such materials and sites, and shall in no way be liable or responsible for any information, advertising, products or materials on or available from such materials or sites.

10. Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PROVENANCE AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN PARTICULAR, PROVENANCE AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; OR (C) ANY CONTENT OR OTHER INFORMATION OBTAINED BY YOU AS A RESULT OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

THE SERVICE AND ALL CONTENT THEREIN HAS BEEN PREPARED FOR INFORMATIONAL PURPOSES ONLY WITHOUT REGARD TO ANY PARTICULAR USER’S OBJECTIVES. THE SERVICE AND THE CONTENT THEREIN IS NOT TO BE CONSTRUED AS A RECOMMENDATION, AN OFFER TO BUY OR SELL, OR THE SOLICITATION OF AN OFFER TO BUY OR SELL ANY INTELLECTUAL PROPERTY OR OTHER ASSETS OR SERVICES. ALTHOUGH THE SERVICE IS BASED UPON INFORMATION THAT PROVENANCE CONSIDERS RELIABLE AND ENDEAVORS TO KEEP CURRENT, PROVENANCE DOES NOT REPRESENT THAT THE SERVICE OR ANY CONTENT THEREIN IS ACCURATE, CURRENT, OR COMPLETE, AND IT SHOULD NOT BE RELIED UPON AS SUCH.

THE FACT THAT PROVENANCE HAS MADE THE SERVICE AVAILABLE TO YOU DOES NOT CONSTITUTE A RECOMMENDATION THAT YOU ENTER INTO A PARTICULAR TRANSACTION OR PURSUE ANY PARTICULAR LEGAL ACTION. THE SERVICE IS PROVIDED FOR GENERAL INFORMATIONAL PURPOSES ONLY, AND IS NOT INTENDED TO CONSTITUTE, AND SHOULD NOT BE CONSTRUED AS, LEGAL OR FINANCIAL ADVICE ON ANY SUBJECT MATTER. THEREFORE, YOU SHOULD NOT CONSIDER THIS INFORMATION TO BE AN INVITATION TO AN ATTORNEY-CLIENT RELATIONSHIP. YOU SHOULD ALWAYS SEEK THE LEGAL ADVICE OF COMPETENT COUNSEL IN YOUR JURISDICTION. PROVENANCE IS NOT A LAW FIRM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AS SET FORTH IN THIS SECTION 10, OR THE LIMITATION OF LIABILITY SET FORTH IN SECTION 11 BELOW. AS SUCH, TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS IN THIS SECTION 10 OR IN SECTION 11 BELOW ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, THOSE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.

11. LIMITATION OF LIABILITY

THE CUMULATIVE LIABILITY OF PROVENANCE AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS ARISING OUT OF OR RELATING TO THESE TERMS AND/OR THE SERVICE WILL NOT EXCEED A TOTAL OF THE GREATER OF US$1000 OR THE AMOUNTS PAID BY YOU TO PROVENANCE FOR USE OF A PAID ACCOUNT FOR THE PAST 12 MONTHS OF THE SERVICE IN QUESTION. FOR THE AVOIDANCE OF DOUBT, FEES PAID FOR A LICENSE OR ACQUISITION OF A PROVENANCE ASSET ARE NOT AMOUNTS PAID FOR USE OF A PAID ACCOUNT. YOU EXPRESSLY UNDERSTAND AND AGREE THAT PROVENANCE AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF PROVENANCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SERVICE (B) ANY CHANGES MADE TO THE SERVICE OR ANY TEMPORARY OR PERMANENT CESSATION OF THE SERVICE OR ANY PART THEREOF; (C) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE AND/OR SEND OR RECEIVE YOUR TRANSMISSIONS OR DATA ON OR THROUGH THE SERVICE; (E) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; AND (F) ANY OTHER MATTER RELATING TO THE SERVICE.

12. Indemnity

You will indemnify and hold us (and our affiliates, subsidiaries, officers, directors, employees, agents, partners and licensors) harmless from and against any loss, claim or demand, including reasonable attorneys’ fees, arising out of or relating to your breach of these Terms or your violation of any law or the rights of Provenance or any third party.

13. Notices

Except as explicitly stated otherwise, legal notices shall be sent to Provenance Asset Group LLC at the following address: 22 West Avenue, Essex, CT 06426. Notice shall be deemed given upon receipt.

14. Governing Law

These Terms and the relationship between you and Provenance shall be governed by the laws of the State of New York, excluding its conflicts of law provisions. You agree to submit to the personal and exclusive jurisdiction of the federal and state courts located within the State of New York, to resolve any dispute or claim arising from these Terms.

15. General

These Terms constitute the entire agreement between you and Provenance, govern your use of the Service and completely replace any prior agreements between you and Provenance in relation to the Service. You may also be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. You may not assign your rights or obligations hereunder, by operation of law or otherwise. Provenance may freely assign its rights and obligations hereunder. The failure of Provenance to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. These Terms will survive notwithstanding any termination of your access to all or any portion of the Service. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to this agreement. No agency, partnership, joint venture, or employee-employer relationship is intended or created by these Terms. Any translation of these Terms is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of these Terms shall govern. You agree that any claim or cause of action arising out of or related to these Terms or the use of the Service must be filed within one (1) year after the cause of action arose or be forever barred, except as otherwise required under applicable law.