Starting from the date the Grantee submits the Grant Application Form, the Grantee shall be bound by the following terms and conditions (the “Terms”). The Grantee and Insperanto are individually referred to as “Party” and collectively as “Parties”.

1. Insperanto will recommend counsel/s for the Grantee to choose from, however, Insperanto takes no responsibility for the Grantee’s selection of counsel/s. The Grantee is solely responsible to vet recommended counsel/s by conducting its own background checks and assessments of Counsel/s.  If the Grantee is not satisfied with any recommended counsel/s, Insperanto will endeavor to recommend alternative counsel/s. The Grantee acknowledges that recommended counsel/s may be existing Insperanto customers. Counsel/s mutually agreed upon by Insperanto and the Grantee, are considered approved counsel/s, and referred to as “Approved Partner Counsel/s” or APC/s”.

2. Insperanto retains unlimited discretion in awarding grants (the “Grant/s“) to the Grantee.

3. Grants are awarded exclusively for the purpose of reimbursing the Grantee for some or all professional patent drafting fees (excluding Official Fees and taxes) that the Grantee has paid to APCs for drafting new priority/provisional patent applications (the “Application/s“).

4. Each Grant will be associated exclusively with the specific APC approved for the specific Grant.

5. The Parties are permitted to assign or transfer the Grant to an alternate APC approved by both Parties.In the event that the Grantee is unable or unwilling to approve an alternate APC, Insperanto will be free to withdraw the Grant without incurring any liability or further responsibility.

6. Insperanto shall be entitled to cancel any award of a Grant, for any reason whatsoever, by providing the Grantee with at least 14 days’ written notice. Any Grants already paid by Insperanto to the Grantee shall not be reimbursable by the Grantee and any Grants that are pending payment or Grants relating to APC fees incurred prior to the cancellation of the Grant will be paid by Insperanto in accordance with these Terms.

7. The Grant only applies to professional patent drafting fees (excluding Official Fees) charged by APC(s) for new and bespoke Applications and does not apply to any other APC charges whatsoever, including and not limited to, inter alia, attorney fees, paralegal fees, filing fees, PTO Official Fees, disbursement fees, translation fees, maintenance fees, foreign associate fees, counsel & litigation fees, bank fees, currency fees, and/or taxes charged by APC(s) or any other party.

8. The Grantee agrees not to seek discounts from APCs, in relation to drafting any Application(s) associated with any Grant.

9. In order to receive payment of any Grant, the Grantee must:

• pay the APC Invoice and
• send the following documents to Insperanto:
  • a copy of the payment receipt for the APC Invoice.
  • the Grantee’s invoice for the agreed amount of Grant due and payable.

10. Upon receipt of these documents Insperanto will transfer the agreed amount of the Grant due and payable to the Grantee’s nominated bank account within 60 days.

11. Neither Party will be liable or responsible to the other Party in any way whatsoever for:

• the services provided by any APC or other counsel,
• the professional conduct of any APC or other counsel
• any breach of the client-attorney relationship between the Grantee and any APC or other counsel.

12. Each Party agrees to indemnify and hold harmless the other Party against any claims, damages, consequences, or regulatory breaches incurred by any Party, as the direct or indirect result of the awarding, discontinuing or payment of any Grant.

13. Each Party is solely responsible for their own taxation and other, regulatory and compliance responsibilities relating in any way to the Grants.

14. Unless mutually agreed between the Parties, neither Party will share confidential information about each other’s business, intellectual property, trade secrets, customers, suppliers with third parties, except when disclosure is necessary to fulfill obligations under these Terms or as required by law. In such cases, the receiving third party must agree to comply with this term. A Party’s confidential information doesn’t include publicly known information or details acquired or developed independently.

15. The Grantee agrees not to share the details of the award of the Grant nor these Terms with any third party unless prior approval is received from Insperanto.

16. The Grantee consents for Insperanto to disclose and share any information the Grantee provides to Insperanto in the Grant Application Form with any counsel, solely to evaluate the Grantee’s eligibility to be awarded Grants.

17. These Terms do not give Insperanto any rights of any kind, now or in the future, over the Grantee or its intellectual property.

18. The Grantee allows Insperanto to display the Grantee’s name and or logo in any marketing materials. The Grantee can revoke this permission any time by providing 30-days written notice via email. Insperanto will not be required to return or destroy any existing materials containing the Grantee’s name and or logo if consent is withdrawn.

19. Subject to Clauses 5 and 6 above, either Party may at any time and without any penalty whatsoever, terminate the arrangement between the Grantee and Insperanto and or the award of any Grant, by providing 30 days prior written email notice to the other Party. Following termination by either Party all terms under ‘Indemnity’, ‘Confidentiality’ and ‘General Terms’ sections of these Terms shall survive.

20. Any dispute arising out of or in connection with these Terms or relating to any non-contractual obligations arising out of or in connection with these Terms, shall be referred to and finally resolved by one arbitrator under the rules of London Court of International Arbitration. The LCIA Court shall select and appoint the presiding arbitrator.

21. These Terms are the complete agreement between the Parties, replacing all prior written and verbal agreements or understandings regarding the subject matter. Any changes to these Terms must be in writing and signed by the Parties as an amendment specifically referencing these Terms.