TERRIFIO™ MARKR™ TERMS & CONDITIONS

Last Updated: 20 May 2026

  1. The following Terms govern your use as an Intellectual Property (“IP”) Owner, an individual designated to act on behalf of an IP Owner, an IP Professional, an IP Firm of IP Professionals, another subscribing service or information provider (collectively, the “Service Provider”), individuals you authorize to access and use the Platform under your account (“Authorized User(s)”), or another user (collectively, the “Subscriber”) of https://www.terrifio.com (the “Site”) or any other URL addresses providing access to the Site (collectively, the “Platform”). Use of the words “you” and “your” in these Terms applies to the Subscriber.
  2. The Platform is operated by GASTLES INC., an Ontario corporation trading as TERRIFIO CANADA (“TERRIFIO”). Use of the terms “we”, “our”, and “us” below applies to TERRIFIO. (The terms “Party” refers to the Subscriber and TERRIFIO individually, and the term “Parties” refers to the Subscriber and TERRIFIO collectively). By your access or use of the Platform, you acknowledge and accept these Terms. You must be at least 18 years of age to use the Platform. If at any time you do not agree to any or all of these Terms, you must terminate your access to the Platform and, if applicable, cancel your subscription, at which time all further access to and/or use of the Platform and its content is not permitted. These Terms include our Privacy Policies, which you will find at https://markr.terrifio.co/privacy-policy.
  3. These Terms form a master agreement governing your use of the Platform and are supplemented, where applicable, by an agreement or order form expressly identified as forming part of these Terms and agreed between the Parties. In the absence of such an agreement or order form, these Terms shall prevail. To the extent of any conflict between these Terms and any such agreement or order form, the terms of that agreement or order form shall prevail. Where the Subscriber has entered into separate written engagement terms with GASTLES INC. (“Engagement Terms”), such Engagement Terms shall govern Patent Agent Services and any activities expressly defined therein as Patent Agent Services, AI Reporting Activities, or other Mandate-based services. These Terms shall govern Platform Activities. In the event of a conflict between these Terms and the Engagement Terms, the applicable document shall prevail based on the characterization of the activity in accordance with this Section. Subject to these Terms, TERRIFIO grants you a limited, revocable, non-transferable, non-exclusive, non-sublicensable license to access and use the Platform and its outputs, solely for your own internal use. Intellectual Property and Intellectual Property Rights as used in these Terms mean all rights, title, and interest in and to any and all intellectual property, including but not limited to patents, patent applications, copyrights, moral rights, trademarks, trade names, trade secrets, know-how, database rights, and any other proprietary or similar rights recognized in any jurisdiction, whether registered or unregistered, and including all applications, registrations, renewals, extensions, and rights to enforce the foregoing.
  4. The Platform provides tools which may be used to build a Virtual Patent Marking (“VPM”) Listing, in the form of a PDF page (or a page of another file format) that may be uploaded to a designated webpage (“URL”), such as “www.companyname.com/patents”, or presented in the form of an Inline Frame, otherwise known as an “iframe”, or other function to present the VPM Listing, with corresponding code present on the designated URL, as part of a VPM program. By your access or use of the Platform, you acknowledge and accept that:
    1. Liability can arise if you make false statements of patent rights in relation to an advertised product in a manner that causes or may cause consumers to be misled about the nature, characteristics, qualities, or patent coverage of the product and that you accept responsibility for this liability;
    2. VPM requirements may vary by jurisdiction and may change over time;
    3. A VPM program requires an understanding of the scope of a patent or a patent application to be listed in a VPM Listing, as it relates to an article or product to be associated with such patent or patent application, as well as an understanding of the care and attention needed when making public statements regarding patent rights in general, and that you will rely on or have elected not to rely on, an IP Professional for assistance with this task;
    4. Errors in the preparation, maintenance, or publication of a VPM Listing, including those arising from the configuration, deployment, or use of any designated URL or iframe implementation, may affect compliance with applicable patent marking requirements;
    5. You are responsible for all actions needed to set up, verify the accuracy of, and maintain a VPM program, whether performed by you or by a Service Provider on your behalf, including, without limitation, all actions and accuracy required to complete a VPM Listing including, but not limited to:
      1. entering a patent number for each granted patent or a publication number for each published patent application (collectively, the “Property”) and other data (collectively “Patent Data”) which you may find relevant for your own recording purposes, for the purposes of maintaining a VPM program;
      2. entering a product category, a product name and/or a product code and other product identifying information or data (“Product Data”) which you may find relevant for your own recording purposes, for the purposes of maintaining a VPM program, for such product to be associated with a Property;
      3. linking a product with a Property to establish an associated product with the Property in the VPM Listing; and
      4. conducting regular reviews of the designated URL to verify that the correct VPM Listing is available to the public, as intended;
    6. You confirm and warrant that all actions referred to in subparagraph e) above will be, or have been, diligently undertaken, and all information, to the best of your knowledge, is true and accurate and may be relied upon as such by TERRIFIO.
  5. A VPM program is intended to be public. However, draft or pre-release VPM listings (“Pre-Release VPM Listings”) may be accessible via a corresponding URL (“VPM URL”) prior to public deployment. You acknowledge that standard browser and third-party system behavior may result in storage, tracking, or logging of URLs, including VPM URLs, when accessed during testing, preview, or implementation. TERRIFIO does not control such browser or third-party behaviors. You are responsible for managing any risks associated with access to Pre-Release VPM Listings, including taking appropriate steps to prevent unintended access, indexing, or tracking of VPM URLs.
  6. The Platform is intended to provide tools and operational infrastructure to support your VPM program, but the Platform does not provide legal or professional advice, does not by itself determine compliance, and does not replace your responsibility for decisions taken in connection with your VPM program. While TERRIFIO is responsible for providing the Platform in accordance with these Terms, you remain responsible for the Patent Data, Product Data, associations, publication steps, compliance determinations, and implementation decisions required for your VPM program.
  7. The Platform may provide you with one or more options to set reminders or functions which may automatically change the status of a patent or a patent application according to the Patent Data and may require additional Patent Data or Product Data, in order to activate these options. You remain responsible for such actions as set out above.
  8. General Platform Provisions. The following provisions apply generally to your use of the Platform:
    1. TERRIFIO hosts and retains physical control over the Platform and makes the Platform available for your access and use. Further, TERRIFIO reserves the right to access your account as needed solely to operate, maintain, secure, and improve the Platform, including (i) monitoring or measuring use of the Platform; (ii) validating certain features or functionality of the Platform; and (iii) providing services or support necessary to maintain the Platform.
    2. You may provide suggestions, enhancement requests, and recommendations (collectively, “Feedback”) regarding the Platform. Feedback shall include informing TERRIFIO about performance, ease of use, features that may be missing, and any errors or bugs encountered during use of the Platform. TERRIFIO may contact you regarding Feedback at your discretion. You acknowledge that any such Feedback shall include only information that you are authorized to disclose, and that is neither confidential nor subject to legal or contractual restrictions of any kind. TERRIFIO may, without restriction, use, modify, and incorporate this Feedback into the Platform and other TERRIFIO products and/or services without restriction and without any payment to you.
    3. TERRIFIO maintains all right, title, and interest in and to the Platform and all associated Intellectual Property Rights, including any features, functions, or modifications to the Platform. The limited rights granted to you to access and use the Platform under these Terms do not convey any additional rights in or to the Platform, or in or to any Intellectual Property Rights associated with the Platform. Subject only to the limited rights to access and use the Platform as expressly provided in these Terms, all right, title, and interest in and to the Platform and all software and other components of or used to provide the Platform, and all adaptations or improvements to the Platform, including those arising from Feedback, and all related Intellectual Property Rights in the Platform, will remain with and belong exclusively to TERRIFIO.
    4. Should you terminate your subscription, access by your Service Providers and/or Authorized Users associated with your account will also be terminated and TERRIFIO retains the right to delete or render inaccessible any content, data, or other information that Authorized Users enter on the Platform. Following termination, TERRIFIO will handle data in accordance with these Terms. You acknowledge that termination of your subscription or these Terms will not affect any rights or obligations that by their nature are intended to survive termination, including TERRIFIO’s rights in respect of any Feedback provided before or after such termination.
    5. TERRIFIO PROVIDES THE PLATFORM “AS IS” AND “AS AVAILABLE”. TERRIFIO MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PLATFORM OR ITS PLATFORM OUTPUTS, INCLUDING ANY REPRESENTATION THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM DEFECTS. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, TERRIFIO DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
    6. The Platform operates using third-party infrastructure, internet connectivity, browser technologies, and, where applicable, iframe or URL-based display mechanisms. TERRIFIO does not warrant that such components will function without interruption, delay, error, or security risk, or that access to the Platform or any VPM Listing will be continuous or available at all times. Availability and performance of the Platform may be affected by factors outside TERRIFIO’s control.
    7. TERRIFIO maintains an information security program aligned with generally accepted industry standards, including ISO/IEC 27001 and SOC 2 principles, designed to protect the confidentiality, integrity, and availability of data processed by the Platform, taking into account the nature of the Platform and its intended use. Such safeguards include, where applicable, encryption of data in transit using industry-standard protocols (such as TLS), encryption of data at rest by underlying infrastructure providers, and access controls designed to limit access to authorized personnel. However, TERRIFIO does not guarantee that the Platform will be secure from unauthorized access, system compromise, data loss, or other security incidents, including those arising from factors beyond its control such as user environment, third-party systems, or evolving security threats. You are responsible for reviewing all information, outputs, and configurations generated through the Platform (collectively, “Platform Outputs”), for verifying their accuracy and appropriateness for your intended use, and for maintaining independent records and safeguards appropriate to your internal processes and any applicable legal or regulatory requirements. You agree not to rely solely on the operation, availability, or performance of the Platform without your own review and, where appropriate, professional advice.
  9. Neither TERRIFIO nor you shall make or permit to be made any public announcement or endorsement concerning a relationship between TERRIFIO and you without the prior written consent of the other Party except as expressly permitted in this Section. So long as you remain a Subscriber, you grant TERRIFIO the right to use your trade names, trademarks, logos, and symbols (“Marks”) in our public promotional materials and communications for the sole purpose of identifying you as a Subscriber. You warrant that you are the legal and beneficial owner of such Marks, and that you have authority to permit their use for such purpose. TERRIFIO shall not modify the Marks or display the Marks any larger or more prominent on its promotional materials than the Marks of other Subscribers. The foregoing promotional materials and communications may be created, displayed, and reproduced without your review, provided that they are in compliance with this Section and any Marks usage guidelines you provide to TERRIFIO in writing.
  10. Should you provide any such public announcement, favourable comment to be included in a public announcement, or endorsement (collectively, the “Endorsement”) under this Section, whether solicited or unsolicited, whether on your own behalf and/or on behalf of a related party, and whether or not the related party is identified in the Endorsement, you hereby consent to our use of such Endorsement for promotional and marketing purposes, subject to applicable law and these Terms. You represent and warrant that you have the authority to provide such consent on behalf of any such related party.
  11. Data Use, Artificial Intelligence, and Platform Data Model:The Platform is designed as a tool to process, organize, and present information entered by Subscribers for the purpose of generating VPM Listings and related Platform Outputs. The Parties acknowledge that the Platform is intended to operate on non-personal, public-facing data, including Patent Data and Product Data, and is not designed for the processing of personal data (“Personal Data”). The Subscriber agrees not to submit Personal Data to the Platform, except where reasonably necessary for account administration, user access, or support-related communications. To the extent that Personal Data is processed in connection with the use of the Platform, such processing shall be limited to incidental or administrative purposes, and each Party shall comply with its respective obligations under applicable Data Protection Laws, including the General Data Protection Regulation, the UK GDPR, and the Personal Information Protection and Electronic Documents Act (Canada), as applicable. Except as expressly agreed in writing for a specific use case, the Parties do not intend that TERRIFIO will process Personal Data on behalf of the Subscriber within the meaning of applicable Data Protection Laws. Where such processing is required beyond incidental or administrative purposes, the Parties may agree to enter into a separate data processing agreement or addendum to address the applicable legal requirements.
    1. From time to time, TERRIFIO may provide Artificial Intelligence-generated (“AI-generated”) reports, mappings, or other Platform Outputs, whether through the Platform, through direct interaction (including chat-based or concierge support), or through other communication channels (“AI Outputs”). Such AI Outputs may be provided either as part of Platform functionality or as part of AI Reporting Activities under separate Engagement Terms. Where AI Outputs are provided in connection with a Mandate, they shall be governed by the applicable Engagement Terms. Where no such Engagement Terms apply, these Terms shall govern. AI Outputs correspond to “AI Reporting Activities” as defined in applicable engagement terms where such terms exist.
    2. In using the Platform, you acknowledge that it is not intended to function as a system of record for Patent Data, Product Data, or any other information entered into the Platform. Rather, such information is entered for the purpose of enabling workflows and generating Platform Outputs, and you remain responsible for maintaining your own independent records in accordance with your internal policies and any applicable legal requirements such as, where applicable, evidence of compliance. For greater certainty, any reports, mappings, summaries, other Platform Outputs or AI Outputs, generated by or through the Platform, whether generated automatically, through AI, or through user interaction are provided as informational and workflow-support tools only.
    3. As between you and TERRIFIO, you retain all rights in the information that you or Authorized Users enter into the Platform, while TERRIFIO retains all right, title, and interest in and to the Platform itself, including its software, system architecture, workflows, interfaces, and associated Intellectual Property.
    4. TERRIFIO may process information entered into the Platform for purposes relating to the operation, maintenance, support, security, analysis, development, improvement, and functionality of the Platform and related services, including the generation of Platform Outputs and the maintenance of system integrity, performance, and operational reliability. TERRIFIO may use aggregated, de-identified, or anonymized usage, operational, performance, and workflow data for analytics, benchmarking, security, service improvement, and development purposes, provided such data is not used in a manner intended to publicly identify you, Authorized Users, or Confidential Information not intended for public disclosure. TERRIFIO will not use identifiable Subscriber information, including identifiable Patent Data or Product Data, to train publicly shared, third-party, or general-purpose artificial intelligence or machine learning models in a manner that identifies you or your confidential information, except with your consent or as otherwise expressly permitted in writing. Nothing in this section restricts TERRIFIO’s use of internal operational systems, indexing, retrieval, vectorization, embedding, ranking, search, security, analytics, or machine-assisted processing technologies used to operate, support, secure, improve, or provide the Platform and related services.
    5. You further acknowledge that TERRIFIO personnel may have access to certain information contained in a VPM Listing and, if applicable, Subscriber account information, solely as necessary to provide support, troubleshoot issues, maintain system performance, ensure security, or improve the Platform, and that such access is subject to appropriate internal access controls and safeguards.
    6. Platform Outputs do not constitute legal advice, Patent Agent Services, or professional opinions, do not give rise to any duty of care, professional responsibility or applicable Patent Agent Services, and are not reviewed, verified, or endorsed as part of any professional services unless expressly incorporated into a separate written engagement. Where any activity, output, or assistance could reasonably be characterized as falling within more than one category, such characterization shall be determined (i) first, by any applicable Mandate or Engagement Terms, or any expressly applicable Platform Terms; and (ii) to the extent not clearly resolved, by the nature of the activity actually performed, including whether professional judgment is applied.
  12. Platform Data Classification and Scope of Use:The Parties acknowledge and agree that the Platform is designed to process and present information, whether submitted via manual input, CSV upload, or other structured input methods, that is inherently public, non-confidential, or intended for public disclosure, including Patent Data, Product Data, and VPM Listings, shall be treated as non-confidential where such information is submitted to the Platform for the purpose of generating VPM Listings or other public-facing outputs, regardless of whether such information has been published at a given time. For greater certainty, the subsequent entry into Engagement Terms or a Mandate shall not, in and of itself, cause such previously submitted information to become Confidential Information.
  13. Service Providers: Our Subscribers, Authorized Users, or those who our Subscribers may consider for assistance with the Platform may include Service Providers, who may represent themselves to be competent to practice in the field of Intellectual Property. TERRIFIO may provide a listing of Service Providers which it may have become aware of offering consulting services to set up and maintain a VPM program. We provide no representation nor warranty whatsoever as to the fitness, quality, cost, or timeliness of their work product. TERRIFIO does not verify any form of certification or specialization associated with any such IP Professional or IP Firm and cannot vouch for the licensure or status of such licensure for any such IP Professional or IP Firm. TERRIFIO is independent from and has no contractual nor legal relationship with such Service Providers in their assistance and/or representation of Subscribers.
    1. As an IP Owner, client, or representative thereof who may have retained a Service Provider for using the Platform on your behalf, you accept responsibility to verify the credentials of any such Service Provider. We recommend that you not engage any such Service Provider who does not meet your expectations, criteria, or requirements. You may find a link for registered patent attorneys or patent agents at the website of your national Patent Office. For instance, publicly available information may be provided on the page for the U.S. Patent Office, Office of Enrollment and Discipline. You may also find a relevant state, regional or national professional registration and disciplinary commission site for any such Service Provider.
    2. We are not responsible for, and assume no liability for, any correspondence, transaction, or contract entered into with a Service Provider you engage with via this Platform. Any contract you enter into with a Service Provider is between you and that party. We accept no responsibility or liability to participate in, or to assist in, resolving any disputes between you and any such Service Provider, for example in relation to the scope of work they carry out for you or the fees that they charge you. We recommend that you only engage a Service Provider, whether associated with the Platform or otherwise, who meets your expectations, criteria, and requirements for establishing an appropriate attorney-client, solicitor-client, agent-client, or other professional relationship, as you deem appropriate in your specific circumstances and in accordance with applicable professional obligations. We recommend that you ask such Service Provider about the details of such a relationship, as such details may vary or otherwise depend on the specific rules of professional conduct applicable to specific professionals in specific jurisdictions.
  14. No Privilege: No attorney-client, solicitor-client, or patent agent-client relationship is created between you, TERRIFIO, and the Platform. TERRIFIO and the Platform are not a party to any such relationship that may arise between you and a Service Provider you may retain, either by way of a referral from the Platform, or that you find independently of the Platform. The Platform has no control over any of the actions of any such Service Provider, IP Owner, or Authorized User. The information you provide to the Platform leads to part of the written record associated with your account and may not be protected by any form of legal privilege. The foregoing applies solely to your use of the Platform and does not apply to any separate written engagement you may enter into with GASTLES INC. as described below.
  15. GASTLES INC. trading as TERRIFIO CANADA (“TERRIFIO”), and other Service Providers may separately provide consulting or professional services relating to VPM programs (“Patent Agent Services”) under separate written engagement terms. Such services are not provided under these Terms. Use of the Platform, including any assistance in connection with such use, does not itself constitute Patent Agent Services or create any attorney-client, solicitor-client, patent agent-client, or other professional-client relationship, which may arise only under separate written engagement terms between you and the applicable Service Provider.
  16. Payment: The Platform may charge a subscription fee or other fees for access to or use of the Platform (“Fees”). Applicable Fees will be set out in an Order Form, subscription interface, or other applicable agreement. TERRIFIO reserves the right to revise Fees upon reasonable notice, unless otherwise specified in an applicable written agreement. Failure to pay applicable Fees when due may result in suspension or termination of access to the Platform in accordance with these Terms. All subscription terms are firm and non-cancellable for the duration of the applicable subscription period. Except where required by applicable law or where TERRIFIO is in material breach of these Terms, Fees are non-refundable, and no refunds or credits will be provided for any unused portion of the subscription term, including where access is not used or is discontinued by the Subscriber.
  17. Deleting Data: As a Subscriber, you are in control of your data. If you wish to delete all or some of the details in your VPM Listing, including Patent Data and/or Product Data, you can do so by way of the delete button associated with each corresponding patent, patent application, and product. Please also refer to our Privacy Policy. PLEASE NOTE: Once deleted, the details are not recoverable, except as noted below. For clarity, any limited Personal Data associated with account administration or support may be deleted or modified in accordance with the Privacy Policy and applicable Data Protection Laws, including the General Data Protection Regulation and the UK GDPR, as applicable.
  18. Deleting Account: As a Subscriber, you are in control of your Account. If you wish to terminate your Account as a Subscriber, you may do so from the account preferences section. PLEASE NOTE: Once you terminate your account, its contents are not recoverable, except as noted below. Once your Account is terminated, all of your user accounts, all application data, user data, and account settings (“Account Information”) and all of your VPM Listing information (“Listing Information”) will be deleted and not recoverable, using industry standard recovery tools. However, we cannot necessarily rule out the possibility of data being recovered utilizing current or future forensic technologies. Following termination, certain residual information may remain in backups, logs, or system records for a limited period of time as part of TERRIFIO’s normal system operations, security practices, and legal compliance requirements For clarity, recovery of Account Information and/or Listing Information from such backups may be limited or not available. To the extent that any Personal Data is retained following termination, such retention shall be limited to incidental or administrative purposes (including system integrity, backup, and legal compliance), and shall be handled in accordance with the Privacy Policy and applicable Data Protection Laws. For greater certainty, where Platform Outputs form part of Reporting Materials generated under a Mandate governed by separate Engagement Terms, retention of such materials shall be subject to those Engagement Terms, and the Subscriber remains responsible for downloading and maintaining copies of such materials.
  19. Our Rights: We reserve the right in accordance with these Terms and applicable law to remove Account Information, Listing Information, Patent Data and/or Product Data, and/or any other information in relation to your account, or to terminate your Account in its entirety, for reasons including, without limitation, compliance with applicable law, regulatory requirements, or material breach of these Terms, including to satisfy a regulatory requirement, or to otherwise comply with a Regulatory Authority. We may modify features or functionality of the Platform from time to time, suspend or withdraw or restrict the availability of all or any part of the Platform for business and operational reasons at any time. Where practicable, we will endeavor to provide reasonable notice of such suspension, withdrawal, or restriction.
  20. Data Export and Records: The Platform is designed to generate VPM Listings and related Platform Outputs, including downloadable records such as PDF and CSV outputs, as part of its operation. You acknowledge that these Platform Outputs are intended to serve as the primary external record of your VPM program and that you are responsible for downloading, retaining, and managing such records in accordance with your own internal policies and any applicable legal or regulatory requirements. You further acknowledge that the Platform’s repository is, under no circumstances whatsoever, to be relied on as a replacement to your primary external record of your VPM program. Where reasonably requested in writing before or within a reasonable period following termination of your Account, TERRIFIO may provide access to your account to access such Platform Outputs that remain reasonably available through the Platform’s standard functionality at that time. However, you acknowledge that TERRIFIO is not required to reconstruct datasets, convert data into formats other than those ordinarily generated by the Platform, or retain data beyond the period permitted by its normal operational, legal, or security practices.
  21. Use of the Platform: You agree that you will use the Platform in good faith and for its intended purpose and you will not misuse or cause damage of any kind to the Platform or any of its other users, or to data stored on the Platform, nor will you perform any act that contravenes any laws or that infringes any third-party rights, or as a cover for learning the acts of any other users. You also agree to the Acceptable Use Policy set out at Annex 1 to these Terms. We have the right to remove any content that you upload to the Platform if, in our sole opinion, such content does not comply with our Acceptable Use Policy or contravenes these Terms.
  22. Updates to the Platform: You acknowledge that from time to time you may encounter flaws, errors, or imperfections that may arise in the course of using the Platform. You acknowledge that prompt and accurate reporting to support@terrifio.co.uk (with a confirmed human response) will assist in taking corrective action that may result in improvements, modifications, and/or changes, possibly leading to new features, functions, or tools, which will improve your experience with the Platform. Furthermore, should you encounter an aspect of the Platform that is not functioning as it should, such as a glitch in the entry, processing, or publication of a VPM Listing, your role as a Subscriber ascribes to you a responsibility to advise us as soon as possible in order to make corrective changes, as may arise from time to time. Failure to do so may limit any rights that otherwise may be available to you.
  23. Limitation of Liability, Termination of Service: This Section sets out the entire liability of each Party under these Terms and supersedes any other statements relating to liability elsewhere in these Terms. Each Party agrees that, to the maximum extent permitted by applicable law, in no event shall either Party be liable to the other Party, or any party directly or indirectly associated with the other Party, whether the claim be in contract, tort (including negligence), or any other cause of action, for an amount in excess of the total Fees paid by the Subscriber in the twelve (12) months prior to the event giving rise to the claim. Neither Party will be liable to the other for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with the other Party’s use of, or inability to use, the Platform; or use of or reliance on any content or code generated by the Platform, or reliance on actions to be taken by the Service Provider or Authorized User, except that nothing in this Section shall be interpreted as excluding liability for either Party’s fraud, fraudulent misrepresentation, willful misconduct, or any other liability that cannot be excluded or limited under applicable law. Neither Party shall under any circumstances be liable for any loss of profits, business interruption, loss of data, loss of earnings, cost-savings, opportunities foregone, losses resulting from disruption to business, or any indirect or consequential loss or damage. For greater certainty, the Parties acknowledge the shared responsibility model reflected in these Terms, under which TERRIFIO provides the Platform and related services subject to the limitations in these Terms, and the Subscriber remains responsible for the decisions, actions, and implementation steps required for its VPM program. Liability under these Terms shall be determined independently and shall not be aggregated with, or combined with, any liability arising under any separate engagement.
  24. Subject to change: Except where prohibited by applicable law, TERRIFIO may modify these Terms from time to time upon reasonable prior notice, which shall include notice of the effective date of such changes. Your continued access to or use of the Platform after any changes to these Terms take effect indicates your acceptance of such changes. If you do not agree to the revised Terms, you may terminate your subscription in accordance with these Terms prior to the effective date of such changes, and any prepaid Fees for the remainder of the then-current subscription term shall be refunded on a pro rata basis. For clarity, any such modifications shall apply prospectively and shall not modify the terms of any agreement or order form expressly agreed between the Parties, unless otherwise agreed in writing.
  25. Governing Law and Jurisdiction: These Terms and any agreements entered into under these Terms form an Agreement between the Parties, and any dispute or claim arising out of, or in connection with, the Agreement, its subject matter, or formation (including non-contractual disputes or claims) shall be governed by, and interpreted and construed in accordance with, the laws of Ontario and the laws of Canada applicable therein, without any reference to, or application of, conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is waived and does not apply to this Agreement or use of the services or products provided under these Terms.
  26. Arbitration: You irrevocably and unconditionally agree that all disputes arising out of or in connection with this Agreement, or in respect of any legal relationship associated with or derived from this Agreement, will be finally resolved by arbitration under the Simplified Arbitration Rules of the ADR Institute of Canada, Inc. The seat of arbitration will be Toronto, Ontario. The language of the arbitration will be English. Before either Party starts an arbitration, the Parties shall have thirty (30) days of good faith discussions to attempt to resolve any disputes. Any matter not covered by such arbitration will be heard exclusively by the Courts of the Province of Ontario in the City of Toronto. Any Court of competent jurisdiction may enforce any arbitral award or order. Notwithstanding this paragraph, any Party may seek an interim or interlocutory order from the Courts of Ontario in relation to this Agreement.
  27. Entire Agreement: These Terms constitute the entire agreement between the Parties with respect to Platform Activities, and do not limit, modify, supersede, or otherwise affect any separate Engagement Terms governing Patent Agent Services, AI Reporting Activities, any terms expressly incorporated into or accompanying a deliverable, including AI Reports, or other Mandate-based services. In the event of any conflict, the applicable document shall prevail based on the characterization of the activity including any expressly applicable deliverable-specific terms in accordance with these Terms. Any failure to enforce any provision of these Terms shall not constitute a waiver of that provision or of any other provision.
  28. Relationship of the Parties: The Parties are independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, franchise, agency, or employment relationship between the Parties. Neither Party has the authority to bind the other or incur obligations on the other Party’s behalf.
  29. You acknowledge that you have placed no reliance on any representation made but not set out expressly in these Terms.
  30. Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if it cannot be so modified, it shall be severed from these Terms, and the remaining provisions shall continue in full force and effect.
  31. Notices: All notices required or permitted under these Terms shall be in writing and shall be deemed duly given when delivered personally, sent by nationally recognized overnight courier, or sent by email (with confirmation of receipt), to the addresses specified in the applicable Order Form or such other address as a Party may designate in writing.
  32. Force Majeure: Neither Party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay results from circumstances beyond the affected Party’s reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, strikes, power outages, or failures of telecommunications or internet service providers. The affected Party shall promptly notify the other Party and use commercially reasonable efforts to mitigate the effects of the force majeure event. If a force majeure event continues for more than sixty (60) consecutive days, either Party may terminate these Terms upon written notice to the other Party.
  33. Confidentiality: Each Party agrees to keep confidential all non-public information disclosed by the other Party in connection with these Terms that is designated as confidential or that, given the nature of the information or the circumstances surrounding disclosure, reasonably should be understood to be confidential (“Confidential Information”). Confidential Information shall not include information that: (a) is or becomes publicly available without breach of these Terms; (b) was known to the receiving Party prior to disclosure; (c) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information; or (d) is rightfully received from a third party without restriction. Each Party shall use Confidential Information solely for the purposes of performing its obligations or exercising its rights under these Terms, and shall protect such information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. This Section shall not limit the scope of Section 12 (Platform Data Classification and Scope of Use).
  34. You may not assign, transfer, or sub-contract any of your rights under the Terms without our prior written consent and advance approval.
  35. You agree to indemnify and hold TERRIFIO and its affiliates, officers, directors, contractors, and employees harmless from any loss (including attorneys’ fees) or damage that results from any third-party claims or legal proceedings that may be brought against you and arising from your breach of these Terms, your unlawful use of the Platform, or your provision of inaccurate or misleading data to the Platform; any public statement, endorsement, or representation made by you or on your behalf in connection with the Platform; provided, however, that this Section shall not require you to indemnify TERRIFIO to the extent a claim arises directly from TERRIFIO’s willful misconduct, fraud, or infringement by the Platform itself of a third party’s Intellectual Property rights, except to the extent such claim arises from data, content, instructions, or materials provided by you or Authorized Users.
  36. TERRIFIO shall defend the Subscriber against any third-party claim alleging that the Platform, as provided by TERRIFIO and used in accordance with these Terms, directly infringes any third-party Intellectual Property rights, and shall indemnify the Subscriber against any damages finally awarded by a court of competent jurisdiction or agreed in settlement by TERRIFIO, provided that: (i) the Subscriber promptly notifies TERRIFIO in writing of the claim; (ii) TERRIFIO has sole control of the defence and settlement of the claim; and (iii) the Subscriber provides reasonable cooperation at TERRIFIO’s expense. This indemnity shall not apply to claims arising from: (a) any Patent Data, Product Data, or other materials provided by or on behalf of the Subscriber; (b) any modification, configuration, or use of the Platform not in accordance with these Terms or TERRIFIO documentation; (c) any combination of the Platform with third-party products or services not provided by TERRIFIO; or (d) any VPM Listing or Platform Outputs. For greater certainty, this Section is subject to the limitations set out in Section 23 (Limitation of Liability), and any liability of TERRIFIO arising under or in connection with this indemnity shall be limited accordingly. For greater certainty, this indemnity applies solely to Platform Activities and does not apply to any Patent Agent Services, AI Reporting Activities, or other services governed by separate Engagement Terms, regardless of whether such outputs are delivered through the Platform.
  37. Exclusions: Notwithstanding anything to the contrary in these Terms, TERRIFIO shall have no obligation to defend, indemnify, or hold harmless any party with respect to any claim, demand, suit, or proceeding to the extent arising out of or relating to:
    1. any Patent Data, Product Data, Listing Information, VPM Listing, or any other data, content, or materials entered into, generated from, or otherwise provided by or on behalf of the Subscriber or any of its Authorized Users;
    2. any association, linkage, or relationship established between a product and a Property (including any patent or patent application), including any determination, interpretation, or characterization of the scope, applicability, or relevance of any such Property to any product;
    3. any decisions, actions, or omissions relating to the establishment, implementation, maintenance, or operation of a VPM program, including any determination of compliance with applicable patent marking laws or requirements in any jurisdiction;
    4. any Platform Outputs, including any VPM Listing, PDF, CSV, iframe output, URL-based display, or other published or unpublished materials, to the extent based on or derived from Patent Data, Product Data, or other Subscriber-provided inputs;
    5. any use of the Platform in combination with any third-party products, services, systems, websites, or infrastructure not provided by TERRIFIO;
    6. any modification, configuration, or use of the Platform other than as provided by TERRIFIO and in accordance with these Terms or applicable documentation; or
    7. any instructions, specifications, or requirements provided by or on behalf of the Subscriber or any third party.
  38. For greater certainty, and without limiting the generality of the foregoing, TERRIFIO shall have no obligation under any indemnity in these Terms with respect to any claim arising from or relating to false marking, incorrect patent-product associations, loss or limitation of damages, or any other legal or commercial consequences arising from the Subscriber’s VPM program or reliance on any Platform Outputs.
  39. You acknowledge that your use of the Platform confers no right to you to outsource, rent, repackage, or re-brand the Platform, or to alter any presentation of the Platform or to add advertising or any other association of any other entity with the Platform, or alter or remove any trademark and copyright notices thereon, or to present the Platform in any way whatsoever.
  40. All content included on, and the compilation of, the Platform is protected by copyright. We reserve all rights to such copyright. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the content on the Platform is strictly prohibited. You may not copy, reproduce, modify, publish, distribute, transmit, transfer, or create derivative works from any content, nor any portion of such content, without first obtaining our advance written permission.
  41. All Fees are exclusive of applicable taxes, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes (collectively, “Taxes”). The Subscriber is responsible for all Taxes associated with its use of the Platform, other than taxes based on TERRIFIO’s net income. If TERRIFIO is required by applicable law to collect or remit any Taxes, such Taxes will be invoiced to and paid by the Subscriber unless the Subscriber provides a valid tax exemption certificate authorized by the appropriate taxing authority.

    42. Annex 1 – Acceptable Use Policy

    1. You may not upload to the Platform, or allow us to use, any material during the course of your use of the Platform that:
      1. infringes any copyright, database right, or trademark of any other person;
      2. breaches any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
      3. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive;
      4. facilitates illegal activity;
      5. depicts sexually explicit images;
      6. promotes violence;
      7. is discriminatory based on race, gender, age, colour, religious belief, sexual orientation, or disability; or
      8. is otherwise illegal or causes damage or injury to any person or property.
    2. You are responsible for configuring your information technology, computer programs, and/or devices to access our Platform. You are required to use your own virus protection software. You must not misuse our Platform or website by knowingly introducing viruses, Trojan horse virus, worms, logic bombs, or other material that is malicious or technologically harmful. You must not attempt to gain unauthorized access to our website, the server on which our Platform is stored, or any server, computer, or database connected to our Platform or website. You must not attack our website via a denial-of-service attack or a distributed denial-of-service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990 of the U.K., or other legislation in the U.K. and other jurisdictions. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Platform will cease immediately.
    3. You may not:
      1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between us and except to the extent expressly permitted under the User Terms:
        1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of any materials published on or software comprised in the Platform in any form or media or by any means; or
        2. attempt to decompile, reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of any software comprised in the Platform;
      2. access all or any part of the Platform in order to build a product or service which competes with the Platform; or
      3. use the Platform to provide services to third parties; or
      4. assist third parties in obtaining access to the Platform.
    4. You must use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, promptly notify us.
    5. If you choose, or we provide you with, a user identification code, password, or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
    6. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of these provisions of the Acceptable Use Policy.