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Terms of Use

Last Updated September 23, 2020

Introduction

[Voyager Space Holdings, Inc.] (“Voyager”, “we”, or “us”) provides https://voyagerspaceholdings.com/voyager-space-ip-exchange/ (the “Website”), including any content, functionality, and services offered on or through the Website (collectively, the “Services”), to allow (a) patent owners to have their aerospace-related patent(s) listed on the Website to offer such patent(s) for sale, and (b) potential buyers to make offers for purchasing such patents displayed on the Website. The following Terms of Use are entered into by and between Voyager and you (“you,” “your,” and “yours,” which includes, if applicable, the company, institution, or principal for which you are using the Website). The following terms and conditions govern your access to and use of the Services, whether as a registered user or a visitor. Please read the Terms of Use carefully before you start to use the Services. By using the Services and/or completing the registration process, you indicate your agreement to be bound and abide by these Terms of Use and our Privacy Policy, found at https://voyagerspaceholdings.com/privacy-policy/. If you do not want to agree to these Terms of Use or the Privacy Policy, please immediately stop using the Services. The Services are offered and available to users who are 18 years of age or older. By using the Services, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Services.

Use of the Services

Voyager does not endorse or approve (a) any sellers that offer patent(s) on the Website or through the Services, or (b) any such patents. However, Voyager reserves the right to exclude, in its sole discretion, any patent from being offered on the Website or through the Services and to exclude any user for offering patent(s) on the Website or through the Services.

Any contract for sale of patent(s) is directly between the seller and buyer. Voyager is not a traditional auctioneer. Any guidance provided by Voyager as part of the Services, such as listing, sourcing, agreement templates, and/or other content, is solely informational and you may decide to follow it or not. Voyager does not guarantee or warrant that any patent(s) offered through the Services will be sold, that any contemplated transaction will be completed, that sellers have good title to the patents offered through the Service, that the patents offered through the Service are valid or enforceable, that sellers will transfer good title to buyers, or that buyers will have the ability to pay for any transaction.

Voyager does not guarantee, or warrant the accuracy of any of the content available on the Website or through the Services. We may update the content provided on the Website or through the Services from time to time, but its content is not necessarily complete or up-to-date. Any such content may be out of date at any given time, and we are under no obligation to update such material. The content presented on the Website or through the Services is made available solely for general information purposes. Voyager does not warrant the accuracy, completeness, or usefulness of this content. Any reliance you place on such content is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such content by you or any other visitor to the Website, or by anyone who may be informed of any of such content.

The Website may allow users to post content. You understand that it is your own responsibility to not post any content that you intend to remain confidential. Any content posted by a user is solely the opinion(s) and the responsibility of such user, and such content does not necessarily reflect the opinion of Voyager. Voyager is not liable to you or any third party for the content or the accuracy of any content provided on the website.

Voyager reserves the right, in its sole discretion, to change the content, functionality, and services offered on the Website. We have no obligation to maintain or support the Services. No other entity has any obligation whatsoever to furnish any maintenance and support services with respect to the Services.

Voyager is not a law firm and does not practice law or provide legal advice. By using the Services, no attorney-client relationship is created between you and Voyager or its employees.

License

Subject to the terms and conditions of these Terms of Use, you are hereby granted a limited, revocable, non-exclusive right to use the Services for the purposes for which the Services are intended. No right, title, or interest in or to the Services or any content on the Website or available through the Services is transferred to you, and all rights not expressly granted are reserved by Voyager. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws. Under this license you may not (without our express, prior written permission):
  1. modify or download (other than page caching) any part of the Services;
  2. use the Services or its contents for any public display (commercial or non-commercial);
  3. attempt to decompile or reverse engineer the Services or its software;
  4. frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) which appears through the Services;
  5. use any meta tags or any other “hidden text” utilizing our name or trademarks;
  6. remove any copyright or other proprietary notations displayed through the Services;
  7. transfer the Services or its contents to another person or “mirror” the materials on any other server; or
  8. violate any other terms or conditions of these Terms of Use.
This license shall automatically terminate, without notice or liability to you or any third party, if you violate these Terms of Use (including these restrictions and our Privacy Policy) and may otherwise be terminated, without notice or liability to you or any third party, by Voyager at any time.

User Conduct

While visiting the Website and using the Services, you agree not to:

  • To identify you when you visit our websites.
  • Access or use the Services to offer, buy or sell securities or interests in any limited liability company, corporation or trust that owns any patent, license or other intellectual property;
  • Access or use the Services to solicit investments, whether debt or equity, or attempt to engage in crowdfunding activities;
  • Access or use the Services or content for any unlawful or improper purpose;
  • Use a false e-mail address, impersonate any person or entity, or mislead by posting any content;
  • Express or imply that any statements you make are endorsed by us, without our prior written consent;
  • Violate any applicable federal, state, local, and international laws and regulations;
  • Post, upload, or transmit any content or information that promotes illegal or unlawful activity;
  • Post, upload, or transmit any content or information that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, deceptive, obscene, indecent, offensive, harassing, violent, hateful, inflammatory, sexually explicit, pornographic, discriminatory, or otherwise objectionable;
  • Post, upload, or transmit any content or information that infringes our or any third party’s intellectual property, privacy or other rights;
  • Post, upload, or transmit any material, non-public information about a third party without the authorization to do so;
  • Post, upload, or transmit any trade secret of any third party;
  • Post, upload, or transmit any advertisements, solicitations, contests, sweepstakes, sales promotions, barter, chain letters, pyramid schemes, investment opportunities or other unsolicited commercial communication;
  • Use any Voyager trademark or any Voyager logos, page headers, button icons, scripts, or services names;
  • Remove any copyright, trademark or other proprietary rights notices contained in the Website or materials;
  • “Frame” or “mirror” any part of the Website without our prior written authorization;
  • Collect or store personal data about other users;
  • Harass other users;
  • Restrict or inhibit any other visitor or registered user from using the Services, including, without limitation, by means of “hacking” or defacing any portion of the Website;
  • Engage in spamming or flooding;
  • Transmit any software or other materials that contain any viruses, worms, trojan horses, defects, date bombs, time bombs or other items of a destructive nature; or
  • Use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Services or its contents.

Voyager may review content submitted to through the Services from time-to-time, but Voyager has no obligation to monitor content and undertakes no duty in this regard. However, Voyager reserves the right, in its sole discretion, to reject, refuse to post or remove any posting or other content by you, or to deny, restrict, suspend, or terminate access to all or any part of the Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. Any loss or damage of any kind that occurs as a result of the use of any content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Services is solely your responsibility.

We may allow you to delete certain content which appears on through the Services itself (such as postings). However, deleted content may persist in backup copies for a reasonable period of time. If another user obtained access to your content and copied or shared such content, your deletion of content will not delete copies of content shared by others.

Privacy and Information About You

All information we collect on the Website and through the Services is subject to our Privacy Policy. By visiting the Website and using the Services, you agree to the terms of our Privacy Policy.

Your Account

In order to use some of the Services, you may be required to register an account (an “Account”). Each Account is the sole responsibility of the account owner and authorized users. You must immediately notify us if you become aware of unauthorized use of your Account or Account information (including Login Information), but we shall not be liable for any costs or damages incurred by someone else’s unauthorized use of your Account or Account information.

You must not create an Account using a false identity or information, or on behalf of someone other than yourself. You must not have an Account or use the Services if you have previously been removed by us or have been previously banned from using the Services.

When creating or updating an Account, you may be required to provide us with certain personal information, which may include your name, birth date, e-mail address, among other information. This information will be held and used in accordance with our Privacy Policy and relevant notices, if any, provided at the point of information collection or use. You agree that you will supply accurate and complete information, and that you will update that information promptly after it changes.

During the Account creation process, you may be required to select a password (“Login Information”). The following rules govern the security of your Login Information: (i) you shall not share the Account or the Login Information, let anyone else access your account, or do anything else that might jeopardize the security of your Account; and (ii) you are solely responsible for maintaining the confidentiality of the Login Information, and you will be responsible for all uses of the Login Information. We reserve the right to remove or reclaim any usernames at any time and for any reason.

Intellectual Property Rights

Your Content. By posting, uploading, or transmitting any content to the Website or through the Services, you hereby automatically grant Voyager, or represent and warrant that the owner or authorized licensor of such content has expressly granted Voyager, the non-exclusive, transferable, sub-licensable, royalty-free, perpetual, irrevocable, and worldwide right and license to use, reproduce, publish, display, perform, translate, sublicense, copy, modify, delete, enhance and distribute such content, in whole or in part, and to incorporate such content into other works in any form, media, or technology now known or hereafter developed for the full term of any copyright that may exist in such content, including, without limitation, any marketing materials or other commercial purposes related to the Services in general or to improve the user experience for our Services. Subject to this grant, the licensor of any content you submit to the Website or through the Services retains any and all rights which may exist in such content. You hereby appoint us as your agent with full power to enter into and execute any document and/or do any act we may consider appropriate to confirm the grant of rights, consents, agreements, assignments and waivers set forth in these Terms of Use.

Copyright. All materials on the Website and available through the Services, including, without limitation, the logos, design, text, graphics, audio clips, video clips, other files, and the selection, arrangement and organization thereof are owned by Voyager, its licensors or other entities. Unauthorized use of such materials is strictly prohibited. Copyright © 2020 [Voyager Space Holdings, Inc.] and its licensors. ALL RIGHTS RESERVED.

Trademarks. Product names, logos, designs, titles, and words or phrases used on the Website or in the Services, including, without limitation, Voyager™, are owned by Voyager, its licensors or other entities. All page headers, custom graphics, button icons and scripts are trademarks or trade dress of Voyager. If you use such trademarks or logos, you must include appropriate attribution. All other trademarks, trade names and the like that appear on the Website or the Services are the property of their respective owners. You may not use any of these trademarks, trade dress, or trade names, or any confusingly similar marks, dress or names, including, without limitation, as a part of any link, without express permission.

Your Ideas. You may choose to, or we may invite you to, submit comments, testimonials, feedback, suggestions, ideas, and other submissions about the Services, including, without limitation, about how to improve the Services (the “Ideas”). By submitting any Ideas, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Voyager under any fiduciary or other obligation, that we are free to disclose the Ideas on a non-confidential basis to anyone or otherwise use the Ideas without any additional compensation or credit to you. You acknowledge that, by acceptance of your submission, Voyager does not waive any rights to use similar or related ideas previously known to Voyager, or developed by its employees, or obtained from sources other than you. Such disclosure, submission or offer of any Ideas shall, and hereby does, constitute a perpetual, royalty-free, worldwide, irrevocable, transferable, and sub-licensable right and license to us of all right, title and interest in all patent, copyright, trademark, and all other intellectual property and other rights whatsoever in and to the Ideas and a waiver of any claim based on moral rights, unfair competition, breach of implied contract, breach of confidentiality, and any other legal theory. You should not submit any Ideas to us if you do not wish to license such rights to us. We are and will be under no obligation: (i) to maintain any Ideas in confidence; (ii) to pay to you or any third party any compensation for any Ideas; or (iii) to respond to any Ideas. You are and shall remain solely responsible for the content of any Ideas you make.

Copyright Infringement. We respect the copyrights of others and expect our users to do the same. We have a policy of terminating users who repeatedly infringe the copyrights of others. If you believe that a user has infringed your copyright, you may file a notice in accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”) to Voyager’s “Designated Agent,” including substantially the following information:

  • Identification of the copyright work that is claimed to have been infringed.
  • Identification of the material that is claimed to be infringing and sufficient information to permit Voyager to locate that material, including a URL for each item.
  • Details of your claim to the materials, or your relationship to the material’s copyright holder.
  • Provide your full name, address, telephone number, and working email address.
  • If true, include the following statement: “I have a good faith belief that use of the copyrighted materials described above as the allegedly infringing web pages is not authorized by the copyright owner, its agent, or the law.”
  • If true, include the following statement: “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the copyright owner to make this complaint.”
  • Sign the document, physically or electronically.
  • Send the document to Voyager’s Designated Agent to receive notifications of claimed infringement, at the following: Jennifer Hiatt, [email protected]
We will review your claim and determine its merit. If, after our review, we believe your claim is sufficient to remove the information from public view, we will do so immediately and provide you with confirmation. If your claim is insufficient to act upon, or, in our consideration the material has been posted with a good faith effort and compliant with the DMCA, we will notify you and provide you opportunity to clarify or seek additional remedy. It is the policy of the Voyager to terminate the user accounts of repeat infringers.

Disclaimers and Limitations

DISCLAIMER OF WARRANTIES. VOYAGER PROVIDES THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. VOYAGER DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR SERVICES OR THEIR USE (I) WILL BE UNINTERRUPTED OR SECURE, (II) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS OR OTHERWISE CURRENT OR COMPLETE, (III) WILL MEET YOUR REQUIREMENTS OR LEAD TO DESIRED RESULTS, OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE YOU USE; NOR DOES VOYAGER REPRESENT OR WARRANT THAT ANY DEFECTS OR ERRORS TO THE WEBSITE OR SERVICES WILL BE CORRECTED OR THAT THIS WEBSITE AND CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. VOYAGER MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THESE TERMS OF USE, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES OR WEBSITE IS DOWNLOADED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. VOYAGER DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY ASPECT OF ANY TRANSACTION OR ANY POTENTIAL TRANSACTION, INCLUDING BUT NOT LIMITED TO ANY ACTUAL OR POTENTIAL SALE, PURCHASE, OR LICENSING OF PATENT(S), ARISING FROM USE OF THE SERVICES. VOYAGER DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND VOYAGER WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VOYAGER, ITS AFFILIATES, DIRECTORS, ASSOCIATES, PARTNERS, AGENTS, EMPLOYEES OR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED, TO DAMAGES ARISING FROM BREACH OF CONTRACT, WARRANTY, TORT OR STRICT LIABILITY FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER), ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE WEBSITE OR SERVICES, REGARDLESS OF THE CAUSE OF ACTION ON WHICH THEY ARE BASED, EVEN IF VOYAGER OR SUCH OTHER PERSONS OR ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LIMITATION OF LIABILITY. IN NO EVENT WILL THE LIABILITY OF VOYAGER IN CONNECTION WITH THESE TERMS OF USE, THE WEBSITE OR SERVICES EXCEED $10.00.

ADDITIONAL RIGHTS. YOU MAY HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE OR IN OTHER JURISDICTIONS. BECAUSE SOME STATES OR JURISDICTIONS MAY NOT ALLOW LIMITATIONS ON THE DURATION OF IMPLIED WARRANTIES, OR LIMITATIONS ON OR EXCLUSIONS OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO A USER DEPENDING ON HER, HIS, OR ITS STATE OF RESIDENCE.

Dispute Resolution

Your use of the website is governed in all respects by the laws of the state of Delaware in the United States, without regard to choice of law provisions, except to the extent that federal law applies. These Terms of Use and each of its parts evidence a transaction involving interstate commerce, and the United States Arbitration Act shall apply in all cases and govern the interpretation and enforcement of the arbitration rules and arbitration proceedings. Any claims arising out of, relating to, or connected with these Terms of Use must be asserted individually in binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and the AAA Supplementary Procedures for Consumer-Related Disputes. The arbitrator shall not conduct any form of class or collective arbitration nor join or consolidate claims by or for individuals. The Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of these Terms of Use including, but not limited to, any claim that all or any part of these Terms of Use is void or voidable. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The only exception is, if we reasonably believe that you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any court of competent jurisdiction.

By agreeing to these Terms of Use, you hereby irrevocably waive any right you may have to a court trial (other than small claims court) or to serve as a representative, as a private attorney general, or in any other representative capacity, or to participate as a member of a class of claimants, in any lawsuit, arbitration or other proceeding filed against us and/or related third parties.

Limitation on Actions. You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, relating to, or connected with your use of the Website or Services must be filed within one calendar year after such claim or cause of action arises, or forever be barred.

Representations

You represent and warrant to Voyager that: (i) you have the full power and authority to enter into and perform your obligations under these Terms of Use; (ii) your assent to and performance of your obligations under these Terms of Use does not constitute a breach of or conflict with any other agreement or arrangement by which you are bound, or any applicable laws, regulations or rules; (iii) these Terms of Use constitute legal, valid and binding obligations on you, enforceable in accordance with their terms and conditions; (iv) you will not infringe the patent, copyright, trademark, trade secret, right of publicity or other intellectual property or proprietary right of any third party in your use of the Website or the Services; and (v) you will comply with all applicable laws, rules and regulations in your use of the Services and the Website, including these Terms of Use. If you are using the Services on behalf of a company, institution, or principal, you represent that you have authority to bind, and hereby do so bind, such entity to these terms and conditions.

Indemnity

You agree to defend, indemnify, and hold Voyager and its affiliates, and each of its and their employees, representatives, agents, attorneys, directors, officers, managers, and members (“Indemnified Parties”) harmless from any damage, loss, cost or expense (including, without limitation, attorneys’ fees and costs) incurred in connection with any third party claim, demand or action (“Claim”) brought or asserted against any of the Indemnified Parties: (i) alleging facts or circumstances that would constitute a breach of any provision of these Terms of Use by you, including violations of law or allegations of violation of privacy, publicity, or intellectual property rights related to content you submit, (ii) arising from, related to, or connected with your use of the Website or the Services, or (iii) arising from, related to or connected with any other party’s access and use of the Services with your unique username, password or other appropriate security code (if such codes are required to access the Services). If you are obligated to provide indemnification pursuant to this provision, Voyager may, in its sole and absolute discretion, control the disposition of any Claim at your sole cost and expense. Without limiting the foregoing, you may not settle, compromise, or in any other manner dispose of any Claim without the prior written consent of Voyager.

Miscellaneous

Voyager makes no representations that the Website and Services are appropriate or available for use outside the United States. Those who access or use the Website and Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including, but not limited to, export and import regulations. Software made available on this Website may be subject to United States export control laws, which state that certain software cannot be downloaded from this Website to certain countries or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using any software made available on this Website, you represent and warrant that you are not located in, under the control of, or a national, or resident of any such country or on any such list. These Terms of Use contain the entire understanding between you and Voyager regarding the use of the Website, and supersedes all prior and contemporaneous agreements and understandings between you and Voyager regarding its subject matter. These Terms of Use will be binding upon each party hereto and its successors and permitted assigns. These Terms of Use and all of your rights and obligations under them (including, without limitation, your membership, if any) will not be assignable or transferable by you without the prior written consent of Voyager. No failure or delay by a party in exercising any right, power or privilege under these Terms of Use will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under these Terms of Use. You and Voyager are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by these Terms of Use or by your use of the Website or the Services. The invalidity or unenforceability of any provision of these Terms of Use will not affect the validity or enforceability of any other provision of these Terms of Use, all of which will remain in full force and effect.