“Ocean Tomo continues to push the development of a truly liquid marketplace.  The Dean's List allows widespread access to IP otherwise inaccessible to most parties."

Dean Becker
Vice Chairman

The Dean's List Online IP Exchange Terms of Use

THE FOLLOWING ARE THE TERMS AND CONDITIONS (“TERMS”) UNDER WHICH OCEAN TOMO, LLC (“OT”) MAKES THE DEAN’S LIST™ ONLINE IP EXCHANGE WEBSITE AVAILABLE TO: (A) INTELLECTUAL PROPERTY (“IP”) HOLDERS TO LIST THEIR IP FOR SALE OR TO MAKE THEM AVAILABLE FOR LICENSE; AND (B) MEMBERS OF THE PUBLIC WHO SEEK TO PURCHASE OR LICENSE SUCH IP.

I. ACCEPTANCE OF TERMS

By using the Dean’s List™ Website, you are agreeing to comply with these Terms. Should you object to any of the terms or conditions within these Terms, or become dissatisfied with Dean’s List, your only recourse is to immediately discontinue use of Dean’s List. OT may, in its sole discretion, modify or revise these Terms from time to time by updating the text of this page.

II. LICENSE TO USE DEAN’S LIST

Dean’s List grants you a limited, revocable, nonexclusive license to access Dean’s List for your own personal IP rights-related selling, purchasing and licensing use. This license does not include any collection, aggregation, copying, duplication, display or derivative use of the Dean’s List Site nor any use of data mining, robots, spiders, or similar data gathering and extraction tools for any purpose unless expressly permitted by Dean’s List. A limited exception is provided to General-Purpose Internet Search Engines and non-commercial public archives that use such tools to gather information for the sole purpose of displaying hyperlinks to the Dean’s List Site. As used herein, "General-Purpose Internet Search Engine" does not include a Site or search engine or other service which is in the business of providing classified advertising listing services. Use of Dean’s List Site beyond the scope of the above-granted license shall immediately terminate the license.

III. THE DEAN’S LIST™ SITE CONTENT

As a member of the public seeking to purchase or license IP, you understand that all postings, descriptions, text, files, images, presentation slides, video, sounds or other materials (collectively, "Content") posted on, transmitted through, or linked from Dean’s List, are the sole responsibility of the person from whom such Content originated. As a poster of IP for sale or license, you are entirely responsible for all Content that you post onto Dean’s List.

You understand that Dean’s List does not control, and is not responsible for Content made available through Dean’s List, and that by using Dean’s List, you may be exposed to Content that may be inaccurate, misleading, invalid or otherwise objectionable. Furthermore, Content available through Dean’s List may contain links to other Sites which are completely independent of Dean’s List. OT makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such Site. Your linking to any other Sites is at your own risk.

You acknowledge that OT may establish limits concerning use of the Dean’s List, including the time period that Content will be retained on the Dean’s List Site, the size of each posting, e-mail messages, or other Content that may be transmitted or stored on Dean’s List. You agree that OT has no responsibility or liability for the deletion or failure to store any Content contained on or transmitted via Dean’s List. You acknowledge that OT reserves the right at any time to modify or discontinue the Dean’s List Site (or any part thereof) without notice, and that OT shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Dean’s List Site (except for any pro rata refund of listing fees actually paid).

IV. DEALINGS WITH THIRD PARTIES

The Dean’s List Site may contain features and functionalities that may direct you to, or provide you with, access to third-party content which is completely independent of Dean’s List, including Sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the public Internet as a whole.

Your interactions with entities found on or through Dean’s List, including payment and delivery of IP rights, goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such entities. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third-party entities (including due diligence as to the validity, enforceability and scope of any IP). You agree that OT shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this Site, or between users and any third party, you understand and agree that OT is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release OT, its affiliates, officers, employees, agents and successors from claims, demands and (actual and consequential) damages of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes or the Dean’s List Site. YOU HEREBY WAIVE ANY LAW IN YOUR JURISDICTION THAT STATES OTHERWISE.

You agree that you must evaluate and bear all risks associated with the purchase, license or use of any Content, that you may not rely on said Content, and that under no circumstances will Dean’s List be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content made available via Dean’s List. You acknowledge that OT has no duty to pre-screen or approve Content, but that OT shall have the right (but not the obligation) in its sole discretion to refuse or delete any Content that is available via Dean’s List, for any reason.

All descriptions of IP on Dean’s List have been provided by the poster. OT has not undertaken any independent investigation of the information posted onto the Dean’s List Site by such posters. The source of selling price, license fee or value of any listed IP found on Dean’s List is the poster. OT makes no representations or warranties of any kind to any potential buyer or licensee with respect to any IP or its value, selling price or licensing fees.

All representations and warranties with respect to title to any IP will be made by the poster. It is your responsibility to examine any documentation pertaining to title prior to consummating a transaction. OT disclaims any guarantee that any or all title documentation is either complete or accurate, or will satisfy the requirements of any jurisdiction, and OT accepts no liability in connection therewith. You are solely responsible for carrying out any due diligence necessary to satisfy yourself as to title to and condition of any IP offered for sale or license on Dean’s List.

You will be responsible for obtaining and paying for any permits or licenses necessary to export from the United States any IP rights and associated technology purchased or licensed on Dean’s List. OT makes no representation that any permit or license is needed or can be obtained.

V. PRIVACY POLICY

OT has established a Privacy Policy for the Dean’s List Site which explains how users’ information is collected and used. The Privacy Policy is located at:
http://deanslist.oceantomo.com/privacy.policy.html. Your use of the Dean’s List Site signifies acknowledgement of, and agreement to, our Privacy Policy.

VI. REPORTING IP RIGHTS VIOLATIONS

If you believe that any Content violates your intellectual property rights, please notify OT at:

Ocean Tomo, LLC
Attn: General Counsel
200 West Madison St., 37th Floor
Chicago, IL 60606
F: 312.327.4401

VII. DEAN’S LIST USER CONDUCT

You agree not to: (i) contact any Dean’s List user who has asked not to be contacted; (ii) harass any other Dean’s List user; (iii) collect personal data about other users for commercial or unlawful purposes; or (iv) use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from Dean’s List.

You agree not to post, e-mail or otherwise make available Content that relates to any subject matter other than the offering of IP rights (whether patents, copyrights and software, trademarks or trade secrets) for sale or licensing and related consulting services. Further, you agree not to post, e-mail or otherwise make available Content that:

(A) is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of another's privacy, or is harmful to any persons in any way;

(B) impersonates any person or entity, or falsely states or otherwise misrepresents your affiliation with a person or entity;

(C) includes personal or identifying information about another person without that person's explicit written consent;

(D) is false, deceptive, misleading or deceitful;

(E) infringes any IP or other proprietary rights of any party, or that you do not have a right to make available under any law or under contractual or fiduciary relationship;

(F) includes links to commercial services or Sites unrelated to any IP listed for sale or license;

(G) advertises any illegal service or the sale of any items or IP rights, the sale of which is prohibited or restricted under any applicable law;

(H) negatively affects other users' ability to use Dean’s List; or

(I) employs misleading e-mail addresses, forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through Dean’s List.

VIII. TERMINATION

You agree that OT, in its sole discretion, has the right to remove and discard any Content, block your e-mail or IP address, or otherwise terminate your access to or use of Dean’s List, immediately and without notice and for any reason, including, without limitation, if OT believes that you have acted inconsistently with the Terms. Further, you agree that OT shall not be liable to you or any third-party for any such removal or termination (except for any pro rata refund of listing fees actually paid). Further, you agree not to attempt to use Dean’s List after said termination. Any provisions necessary to interpret your and OT’s respective rights and obligations hereunder shall survive any termination of these Terms.

IX. OT’S INTELLECTUAL PROPERTY RIGHTS

The Dean’s List Site and the Content displayed thereon is protected by copyright as a collective work and/or compilation, pursuant to U.S. copyrights laws and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of such Content, and/or copying or reproducing the Dean’s List Site or any portion thereof is prohibited without the express written consent of OT. You agree not to reproduce, duplicate or copy Content from Dean’s List without the express written consent of OT, and agree to abide by any and all copyright notices displayed on Dean’s List. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Dean’s List. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of Dean’s List. DEAN’S LIST is a trademark of Ocean Tomo, LLC.

OT does not claim ownership of Content that Dean’s List users post. However, by posting Content to Dean’s List, you automatically grant, and you represent and warrant that you have the right to grant, to OT an irrevocable, perpetual, non-exclusive, fully paid, worldwide license (with the right to sublicense) to use, copy, perform, display, and distribute said Content and to prepare derivative works of, or incorporate into other works, said Content. Furthermore, by posting Content to Dean’s List, you automatically grant OT all rights necessary to prohibit any subsequent aggregation, display, copying, duplication, reproduction, or exploitation of such Content by any party for any purpose.

X. DISCLAIMER OF WARRANTIES

YOU AGREE THAT USE OF THE DEAN’S LIST SITE IS ENTIRELY AT YOUR OWN RISK. THE DEAN’S LIST SITE AND THE SERVICE ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW.

OT, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ANY WARRANTIES FOR: (i) THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE DEAN’S LIST SITE; (ii) ANY IP RIGHTS, SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE DEAN’S LIST SITE, OR ACCESSED THROUGH ANY LINKS ON THE DEAN’S LIST SITE; AND (iii) VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE DEAN’S LIST SITE. Some jurisdictions do not permit the disclaimer of certain warranties. In such jurisdictions, some of the foregoing disclaimers may not apply to you.

XI. LIMITATIONS OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL OT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF OT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM ANY ASPECT OF YOUR USE OF THE DEAN’S LIST SITE, WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE DEAN’S LIST SITE, FROM INABILITY TO USE THE DEAN’S LIST SITE, OR THE INTERRUPTION, SUSPENSION, MODIFICATION, ALTERATION, OR TERMINATION OF THE DEAN’S LIST SITE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY IP RIGHTS, SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE DEAN’S LIST SITE OR ANY LINKS ON THE DEAN’S LIST SITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE DEAN’S LIST SITE OR ANY LINKS ON THE DEAN’S LIST SITE. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not prohibited. In such jurisdictions, some of the foregoing limitation may not apply to you.

XII. INDEMNITY

You agree to defend, indemnify, and hold harmless OT and its affiliates, and their respective officers, directors, employees and agents from and against any losses, liabilities, damages, costs, and expenses, including, without limitation, reasonable legal, expert and accounting fees, incurred in connection with any claims, actions or demands alleging or resulting from your use of the Dean’s List Site, your breach of these Terms, or your violation of law or of the rights of any third party. OT shall provide prompt notice to you of any such claim, suit or proceeding and, if it is one asserted by a third party, shall provide reasonable assistance to you, at your expense, in defending any such claim, suit or proceeding.

XIII. GENERAL PROVISIONS

The Terms constitute the entire agreement between you and OT and govern your use of the Dean’s List Site, superseding any prior agreements between you and OT. These Terms shall be governed by and construed in accordance with the laws of the State of Illinois, USA without regard to principles of conflicts of laws. The parties agree that any and all disputes, claims or controversies arising out of or related to these Terms shall be submitted for binding arbitration. Unless the parties agree otherwise, any arbitration shall take place in the State of Illinois, Cook County, and shall be administered by, and pursuant to the Commercial Arbitration Rules of the American Arbitration Association before a single neutral. The provisions of this paragraph may be enforced in any court of competent jurisdiction. YOU HEREBY IRREVOCABLY WAIVE ALL RIGHTS YOU MAY HAVE TO A JURY TRIAL IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THESE TERMS. No amendment, modification or supplement of any provision of these Terms will be valid or effective unless made in writing and signed by a duly authorized representative of OT. Any of the provisions of these Terms which are determined to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable the remaining provisions hereof or affecting the validity or enforceability of any of the provisions of these Terms in any other jurisdiction. The headings used herein are for reference and convenience only, and shall not enter into the interpretation of these Terms. The failure of OT to exercise or enforce any right or provision within these Terms shall not constitute a waiver of such right or provision, and no waiver of any term herein shall be deemed a further or continuing waiver of such term or any other term. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Dean’s List Site must be filed within one year after such claim or cause of action arose or be forever barred.

QUESTIONS

Please direct all questions and comments to: deanslist@oceantomo.com.

 

Last updated 11/2007