1. GENERAL The Rapidpat Service Agreement sets forth the terms and conditions of Users ("Customers") accessing and using the Rapidpat web site and its services, owned and maintained by Cypheron Systems, LLC, a New Jersey Limited Liability Corporation. If you use the Rapidpat web site (www.rapidpat.com) and/or are a customer of Rapidpat’s information subscription services, you agree to comply with the following terms and conditions of the Rapidpat Service Agreement. Cypheron Systems, LLC provides the Rapidpat service to Customers via the World Wide Web at http://www.rapidpat.com, consisting of patent document, research, database development and related services, accessible through a web browser. Cypheron Systems, LLC, is the operator of the Rapidpat Service, providing it to any person(s) who establishes a User Account ("Rapidpat Service") with Rapidpat.com. By accessing the Rapidpat Service, Customers accept and agree to comply with the Rapidpat Service Agreement for the duration of Customer’s access and use of the Rapidpat Service. 2. SERVICE FEES AND PAYMENTS 2.1 GENERAL TERMS Cypheron Systems, LLC charges a fee for the use of designated Rapidpat services, which are clearly denoted and accessed to Customers only after completing the online payment process as set forth on the Rapidpat web site. Unless Customers have requested and have been approved by Cypheron Systems, LLC for monthly invoicing, Cypheron Systems, LLC will charge a Customer’s credit card for the products or services subscribed through the Rapidpat site (www.rapidpat.com). Customers are charged for each service at the time of purchase, remitting payment using a valid credit card as designated and entered into the SECURE online payment system. A receipt for products and services purchased on the Rapidpat web site will be sent to a Customer’s email address via electronic mail within two (2) business days of the date of purchase. It is the Customer’s responsibility to ensure that Cypheron Systems, LLC maintains accurate, up-to-date billing information (i.e., address, phone, email address, etc.) It is also a Customer’s responsibility to provide Cypheron Systems, LLC with timely notification in the event of theft or misuse of a designated credit card that is or was used to remit payment for Rapid pat’s services, or the theft of a customer’s User ID and/or Password ("Rapidpat Service"), and/or unauthorized use of the Customer's Rapidpat Account. Customer agrees to pay the current fees and charges (including applicable sales tax) for all products and services purchased from the Rapidpat site. Service fees are clearly marked on product sign-up pages. Customers receive monthly statements of Rapidpat account activity via electronic mail (or postal mail as arranged) no later than ten (10) business days upon the end of any given calendar month. Customer is responsible for use of and payment for any access, telephony, hardware device(s), or other third-party systems and services that may be required to access and/or use the Rapidpat site and services. <P> 2.2 SUBSCRIPTION: RAPIDPAT UPDATES When a Customer subscribes to Rapidpat Updates service, he/she agrees to the following terms: Cypheron Systems, LLC will charge Subscriber an annual subscription fee for its Rapidpat Updates service. The initial term for Rapidpat Updates is twelve (12) months from the Subscription Date, during which time prices will remain fixed. The Subscriber may cancel the Rapidpat Updates service at the term by providing written notice thereof. Unless canceled by either party prior to the end of the Term(s), the Subscription will automatically be extended for additional twelve (12) month terms. The Subscriber shall be billed monthly, 1/12 of the annual subscription fee, plus applicable sales tax (NJ). Payment for Rapidpat services rendered shall be remitted to Cypheron Systems, LLC within thirty (30) days of the invoice date to the corporate address set for on the Rapidpat site; you further agree to pay a late fee of 2.0 percent per month (or the maximum amount allowed by law, whichever is lowest) if your payment is not received within thirty (30) days of an invoice date. You agree to reimburse Cypheron Systems, LLC for all collection fees (including attorney's fees) incurred in efforts to collect any unpaid balance on your account. You hereby authorize Cypheron Systems, LLC to provide notification of a delinquent account, without limitation, via facsimile, phone, email, or postal letter. 3. Privacy Cypheron Systems. LLC shall keep account information that you provide to Rapidpat as confidential and private in accordance with the privacy policy. 4. PERMITTED USE The databases, software and ecommerce services of the Rapidpat web site are proprietary to Cypheron Systems, LLC. Unless a designated reseller agreement has been executed by you and by Cypheron Systems, LLC you are EXPRESSLY PROHIBITED FROM RESELLING OR OTHERWISE DISTRIBUTING THE DATA AND SERVICES WITHOUT PRIOR WRITTEN APPROVAL OF CYPHERON SYSTEMS, LLC. 5. NO WARRANTIES, INDEMNIFICATION RAPIDPAT'S SERVICES ARE PROVIDED "AS IS"; CYPHERON SYSTEMS, LLC DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS, CONCERNING THE QUALITY, RELIABILITY, MERCHANTABILITY OF CONTENT OR FITNESS FOR ANY PARTICULAR PURPOSE OR THAT THE RAPIDPAT SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. CUSTOMER AGREES THAT USAGE OF THE RAPIDPAT SERVICES IS AT HIS/HER SOLE RISK. CUSTOMER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS CYPHERON SYSTEMS, LLC AND ANY OF ITS MEMBERS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS AND LIABILITIES, ASSESSMENTS, LOSSES, COSTS OR DAMAGES RESULTING FROM OR ARISING OUT OF OR RELATED TO: (A) ANY BREACH BY A CUSTOMER OF ANY TERM OR CONDITION OF THIS AGREEMENT OR (B) ARISING OUT OF USE OF THE RAPIDPAT SERVICE OR MISUSE OF A CUSTOMER’S ACCOUNT. CYPHERON SYSTEMS, LLC SHALL NOT BE LIABLE TO A CUSTOMER OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL CLAIMS OR DAMAGES ARISING FROM INABILITY TO ACCESS OR USE THE RAPIDPAT SERVICE, OR FROM FAILURE TO ACCESS THE SERVICE FOR ANY REASON, REGARDLESS OF THE NATURE OF THE CLAIM OR LOSS, OR FROM MISUSE OF A CUSTOMER’S ACCOUNT. 6. NOTICES Cypheron Systems, LLC may give notices to customers, as it deems necessary, by posting a message on the Rapidpat service, or via e-mail. Notices to Cypheron Systems, LLC and Rapidpat shall be sent via e-mail or postal mail to: billing@rapidpat.com, or to: Cypheron Systems, LLC, 652 First Street, Hoboken, NJ 07030, Attn: Customer Service. Any notice by you to Cypheron Systems, LLC shall not change the terms of this User Agreement. 7. TERMINATION You may terminate your Account at any time, with or without cause, by providing written or e-mail notice to Cypheron Systems, LLC at the customer service address set forth on our web site. Cypheron Systems, LLC also reserves the right to terminate your Account, with or without cause. The provisions of paragraphs three (3), five, four (4), five (5) and seven (7) of the Rapidpat Service Agreement will survive termination of the Rapidpat Service. Upon termination, you will pay any outstanding fees to Cypheron Systems, LLC in full within thirty (30) days and honor all outstanding transactions contracted via the Rapidpat site. 8. Applicable Law and Jurisdiction This Agreement shall be governed and interpreted pursuant to the laws of the State of New Jersey, United States of America. If you take legal action relating to these terms, you agree that the State and/or Federal courts of the State of New Jersey shall have the exclusive jurisdiction of such action. If any part of this User Agreement is deemed unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of remaining provisions. 9. Modifications Cypheron Systems, LLC reserves the right, in its sole discretion, to modify or discontinue any aspect of the Rapidpat Service, including, without limitation, restricting the times or means of access to the Rapidpat site. Cypheron Systems, LLC also reserves the right, in its sole discretion, to modify this Agreement in any manner and to adopt additional terms or conditions governing your access and use of our web site, and the terms and conditions related to the access and use of our web site, at any time, without prior notice. The terms of any such amendment to this Agreement shall become effective immediately upon posting of such terms on our web site, and your use of our web site on or after such effective date shall constitute acceptance of such amended terms. 10. Entire Agreement This Agreement constitutes the complete and only agreement between you and Cypheron Systems, LLC and you with respect to the Rapidpat service and supersedes any previous communications, understandings and agreements between you and Cypheron Systems, LLC and you with respect to said subject matter. If any provision contained herein is determined to be invalid, all other provisions will remain in full force and effect. The Section headings of this User Agreement as outlined herein are for the purposes of convenience to you, and will not be given any legal import.