General PatSnap Free Access Services Terms and Conditions (v.1 19th March 2020)

Please review these terms and conditions (“Terms”) carefully. By proceeding to access and use the Free Access Services offered by PatSnap (UK) Limited (“PatSnap”), You (“You” or “Customer”) are confirming that You have read, understand and accept these Terms.

These Terms can be updated from time to time. You are responsible for regularly reviewing the most current version of these Terms, which is published at: https://www.patsnap.com/legal/general-patsnap-free-access-services-terms-and-conditions. Your continued use of the Free Access Services after any changes to these Terms will constitute Your consent to such changes.

These Terms apply to Free Access Services for which You are given access and by using the Free Access Services, You confirm that:

A. You will only use the Free Access Services for business and professional reasons for and on behalf of the corporate entity that has arranged for Your use of the Free Access Services with PatSnap;

B. You are at least 18 years old or otherwise able to enter into a legally binding agreement;

C. You accept and will comply with these Terms;

D. If You are using the Free Access Services as a representative of an organization, You have the power to enter into legally binding agreements for the organization. If You do not have such authority, or if you do not agree with these Terms, You must not click the box and may not use the Free Access Services;

E. You will not:

(i) access the Free Access Services if You are our competitor, except with PatSnap’s prior written consent.

(ii) access the Free Access Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

These Terms are effective between You and PatSnap as of the date of your acceptance of these Terms (“Effective Date”):

1. Definitions.

1.1 “Affiliate” means any entity that is controlled or is under the same common control as PatSnap. “Control,” for purposes of this definition, means direct ownership or control of more than 50% of the voting interests of the subject entity.

1.2 “API” means the PatSnap application programming interface that allows other software or hardware devices to interface with the platform. The API also includes any accompanying documentation and any updates to the API made available by PatSnap in its sole discretion from time to time, and which shall only be applicable in the case of Free Connect Access Services.

1.3 “Customer Application” means any software application or service that is developed by Customer that is able to programmatically send and receive Services Data in conjunction with the Free Connect Access Services.

1.4 “Data Controller” has the same meaning as set out in the EU General Data Protection Regulation (“GDPR”).

1.5 “Data Subject” has the same meaning as set out in the GDPR.

1.6 “Documentation” means PatSnap’s user guides and other end user documentation for the Free Access Services available on the online help feature as may be updated by PatSnap from time to time including without limitation the materials available at https://help.patsnap.com/hc/en-us (for Free Core Access Services) and https://developer.patsnap.com/#/tutorials/quickstart (for Free Connect Access Services) respectively.

1.7 “Free Access Services” means Free Core Access Services and/or Free Connect Access Services as set forth in these Terms, that are made available by PatSnap to Customer to access at Customer’s option, at no charge.

1.8 “Free Connect Access Services” means services relating to the API which are made available to the Customer at no charge under these Terms.

1.9 “Free Core Access Services” means any of the PatSnap products and services, other than those relating to the API as may be available from PatSnap from time to time which are made available to the Customer at no charge under these Terms.

1.10 “GDPR” means the EU General Data Protection Regulation 2016/679.

1.11 “Personal Data” means any information relating to an identified or identifiable individual, where an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or one or more factors specific to his physical, physiological, mental, economic, cultural or social identity;

1.12 “Services Data” means all research, findings, and/ or reports created in and downloaded from the Free Access Services by Customer.

1.13 “Access Term” is the duration for which the Free Access Services will be available to You, as has been agreed at the Effective Date and/or as agreed from time to time.

2. Free Access Services.

2.1 These Terms shall commence upon the Effective Date and shall remain in effect until the end of the Access Term. Notwithstanding anything to the contrary in this Agreement, during the Access Term, the Free Access Services are provided on an “as-is” and “as available” basis without any representation or warranty.

3. PatSnap’s Obligations.

3.1 PatSnap’s obligations in relation to the Free Access Services

3.1.1 PatSnap will make the Free Access Services available to Customer pursuant to these Terms for the Access Term.

3.2 PatSnap’s obligations in relation to Free Connect Access Services

3.2.1 PatSnap will issue Customer a unique electronic key to access the API (“Electronic Key”) on the Effective Date.

3.2.2 PatSnap grants to Customer a limited, non-sublicensable, non-exclusive, non-transferable right during the Access Term to access and use Free Connect Access Services, Services Data and the Documentation in accordance with these Terms, solely for Customer’s internal business purposes.

3.3 PatSnap’s obligations in relation to Free Core Access Services

3.3.1 PatSnap grants to Customer a limited, non-sublicensable, non-exclusive, non-transferable right during the Access Term to allow the Customer to access and use Free Core Access Services, Services Data and the Documentation in accordance with the terms of these Terms, solely for Customer’s internal business purposes only.

3.4 Personal Data.

3.4.1 Unless otherwise defined, terms in this clause shall have the same meanings set out in the GDPR and/or any applicable data protection laws, as amended from time to time.

3.4.2 In providing the Free Access Services, PatSnap will collect a user’s Personal Data, when performing its obligations under these Terms. PatSnap shall be a Data Controller in respect of this Personal Data.

3.4.3 Customer acknowledges and agrees that Personal Data may be transferred or stored outside the EEA or the country where Customer is located in order to provide the Free Access Services as set out in these Terms.

3.4.4 Customer shall ensure they have all necessary rights to transfer the relevant Personal Data to PatSnap in order that PatSnap may lawfully use the Personal Data for the purposes of providing the Free Access Services in accordance with these Terms.

3.4.5 PatSnap shall comply with all its obligations as a Data Controller (or similar title) under all applicable privacy laws and regulations, as amended from time to time.

3.4.6 Each party has in place appropriate technical and organisational security measures against unauthorised or unlawful processing of personal data and against accident loss or destruction of, or damage to Personal Data.

4. Customer’s Obligations.

4.1 Customer obligations in relation to the Free Access Services

4.1.1 Customer is responsible for all activities conducted under its logins to the Free Access Services. Customer shall comply with any applicable laws and regulations. Customer shall not: (i) resell, sub-licence, rent, sell, lease, pledge, assign, or otherwise transfer, or encumber rights to the Free Access Services, or any part thereof, or make it available to anyone else (ii) send or store infringing or unlawful material in connection with the Free Access Services; (iii) send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs to any of the Free Access Services; (iv) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Free Access Services or the data contained therein; (v) modify, disassemble, reverse engineer, copy or create derivative works based on Free Access Services, or any portion thereof; (vi) access the Free Access Services for the purpose of building a competitive product or service or copying its features or user interface; (vii) delete, alter, add to or fail to reproduce in and on the Free Access Services the name of PatSnap and any copyright or other notices appearing in or on the Free Access Services or which may be required by PatSnap at any time; or (viii) use any data accessed via the Free Access Services for illegal purposes, including to knowingly breach intellectual property of a third party.

4.2 Customer obligations in relation to Connect Access Service

4.2.1 Customer will hold the Electronic Key as defined in Clause 3.2.1 in confidence in accordance with Clause 6 of these Terms and will not assign, transfer or disclose such electronic key to any third party. Customer will be required to use the electronic key to access the API and any updates or subsequent versions of the API that PatSnap may release from time to time in its sole discretion. PatSnap may require Customer to alter all Customer Applications developed or distributed under these Terms to use the most current version of the API. PatSnap will have the right to review and approve the Customer Application, including any updates or modified versions, and Customer will provide PatSnap with access to review, test and approve the Customer Application upon request by PatSnap at any time during the Access Term.

4.2.2 Customer is permitted to access the API for Customer’s own internal business purposes and may:

(i) access the API via the method prescribed by PatSnap from time to time only, whether via a PatSnap website or other access method;

(ii) integrate the API with Customer Applications, in accordance only with these Terms and any other instructions provided to Customer by PatSnapap from time to time; (iii) Once integrated with the Customer Applications, access Services Data via the API and use the API;

(iv) download, print and/or store copies of Services Data;

(v) print extracts of Services Data; and

(vi) use Services Data in internal or external business reports circulated to Customer’s employees, officers or partners.

4.2.3 Customer has no proprietary rights with respect to the API or the Services Data accessed via the API or any portion thereof and will not use the API or any portion thereof except as expressly permitted in Clause 4.2.2.

4.2.4 Without limiting the generality of the foregoing, Customer will not:

(i) use or access the API in any other way or for any other purpose than that set out in Clause 4.2.2;

(ii) modify, disclose, copy or create derivative works based on the API, or any portion thereof;

(iii) access the API for the purpose of building a competitive product or service offered by PatSnap or copying any of features or user interfaces thereof;

(iv) attempt to circumvent security, tamper with, hack into, or otherwise disrupt any computer system, server, website, router or any other Internet connected device owned or managed by PatSnap;

(v) resell, sub-licence, rent, lease, distribute, repackage, rebrand, transfer or assign the intellectual property rights of PatSnap, its Affiliates or any third party licensors in the API and any Services Data (in whole or in part) to any other person;

(vi) use the API in connection with any product or software other than the Customer Application;

(vii) distribute the API as a stand-alone product;

(viii) reverse-assemble the API;

(ix) make available to any third party any interface or functionality of PatSnap’s applications, servers or services not expressly included in the API;

(x) use the API in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, counterfeit goods, items subject to EU, UK or US embargo, hate materials or materials urging acts of terrorism or violence, goods made from protected animal/plant species, recalled goods, hacking/surveillance/interception/descrambling equipment, cigarettes, illegal drugs and paraphernalia, unlicensed sale of prescription drugs and medical devices, pornography, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, unlicensed trade or dealing in stocks and securities, gambling items, professional services regulated by state licensing regimes, non-transferable items such as airline tickets or event tickets, non-packaged food items, weapons and accessories;

(xi) use the API in any manner or for any purpose that violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy, or these Terms;

(xii) use the API in a manner that exceeds Fair Use as defined in this paragraph (xii) which constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the API documentation provided to Customer in connection with these Terms. For the purposes of these Terms, Fair Use shall be deemed to be as follows:

(a) the download of no more than 100,000 records during the Access Term; and

(b) making no more than 2,000 calls to the API during the Access Term.

(xiii) maintain a cache of Services Data; and/or

(xiv) cause, assist or permit any third party to do any of the foregoing.

4.3 Customer obligations in relation to Free Core Access Services

4.3.1 Use of Services Data. Notwithstanding clause 4.2.1, Customer may: (i) access and use Services Data in hard copy, electronic data storage or other electronic form and regardless of the means of access or delivery; (ii) download, print and/or store copies of the Services Data; and (iii) use the Services Data for internal business purposes only.

4.3.2 Log in credentials. Customer shall provide PatSnap with a unique email address for each user to be given access to the Free Access Services. Customer shall ensure that log in credentials for the Free Access Services are not shared with any unauthorised third party. Customer shall only provide log in credentials to the number of users that has been agreed with PatSnap as being authorised to use the Free Access Services.

4.4 Suspension of Free Access Services. Any use of the Free Access Services in breach of these Terms and/or Documentation by Customer that in PatSnap’s judgment threatens the security, integrity or availability of the Free Access Services, may result in PatSnap’s immediate suspension of the Free Access Services; however, PatSnap will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to such suspension.

4.5 Customer shall be solely responsible for: (i) ensuring that its computer system meets all relevant technical specifications necessary to receive the Free Access Services; and (ii) all problems, conditions, delays and/or failures arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

5. Security.

5.1 Security. PatSnap shall: (i) maintain appropriate administrative, physical, and technical safeguards to protect the security and integrity of the Free Access Services, Services Data and Personal Data; (ii) protect the confidentiality of Services Data and Personal Data; and (iii) access and use Personal Data solely to perform its obligations in accordance with these Terms, and as otherwise expressly permitted in these Terms.

6. Confidentiality.

6.1 Each party (“Recipient”) may, during the course of its provision and/or use of the Free Access Services hereunder, receive, have access to, and acquire knowledge from discussions with the other party (‘Discloser”) which may not be accessible or known to the general public, such as technical and business information concerning hardware, software, designs, specifications, techniques, processes, procedures, research, development, projects, products or services, business plans or opportunities, business strategies, finances, costs, customers, vendors, penetration test results and other security information; defect and support information and metrics; and first and third party audit reports and attestations (“Confidential Information”). In the case of Customer, all search queries and search terms provided by Customer in their use of the Free Access Services shall be deemed Confidential Information of Customer.

6.2 Confidential Information shall not include, and shall cease to include, as applicable, information or materials that (a) were generally known to the public on the Effective Date; (b) become generally known to the public after the Effective Date, other than as a result of the act or omission of the Recipient; (c) were rightfully known to the Recipient prior to its receipt thereof from the Discloser; (d) are or were disclosed by the Discloser generally without restriction on disclosure; (e) the Recipient lawfully received from a third party without that third party’s breach of agreement or obligation of trust; or (f) are independently developed by the Recipient as shown by documents and other competent evidence in the Recipient’s possession.

6.3 The Recipient shall not: (i) use any Confidential Information of the Discloser for any purpose outside the scope of these Terms, except with the Discloser’s prior written permission, or (ii) disclose or make the Discloser’s Confidential Information available to any party, except those of its employees, contractors, and agents that have signed an agreement containing disclosure and use provisions substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of these Terms.

6.4 Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same or similar manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. If the Recipient is compelled by law to disclose Confidential Information of the Discloser, it shall provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party’s cost, if the other party wishes to contest the disclosure.

6.5 The obligations set forth in Section 3.3 and not this Section 6 apply to Personal Data.

6.6 Equitable Relief. Due to the unique nature of the parties’ Confidential Information disclosed hereunder, there can be no adequate remedy at law for a party’s breach of its obligations hereunder, and any such breach may result in irreparable harm to the non-breaching party. Therefore, upon any such breach or threat thereof, the party alleging breach shall be entitled to seek injunctive and other appropriate equitable relief in addition to any other remedies available to it, without the requirement of posting a bond.

7. Ownership, Feedback, and Aggregated Data.

7.1 PatSnap Ownership of the Free Access Services. Except for the rights expressly granted under these Terms, PatSnap and its licensors retain all right, title, and interest in and to the Services Data, the Free Access Services, and Documentation including all related intellectual property rights inherent therein.

7.2 Feedback. PatSnap shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Free Access Services any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer relating to the features, functionality or operation of the Free Access Services (“Feedback”). PatSnap shall have no obligation to use Feedback, and Customer shall have no obligation to provide Feedback.

7.3 Statistical Usage Data. PatSnap owns the statistical usage data derived from the operation of the Free Access Services, including activity data of the Customer, and the performance results for the Free Access Services (“Usage Data”). For the avoidance of doubt, Usage Data shall exclude Confidential Information of Customer. Nothing herein shall be construed as prohibiting PatSnap from utilizing the Usage Data to optimize and improve the Free Access Services or otherwise operate PatSnap’s business. Where Usage Data of Customer is combined with Usage Data of other customers, all Usage Data shall be de-identified and presented in an anonymous and aggregate format so that such Usage Data will not disclose the identity of Customer or any Authorised Users to any third party.

8. Disclaimer.

8.1 Disclaimer. THE FREE ACCESS SERVICES ARE PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS AND PATSNAP AND PATSNAP’S THIRD PARTY LICENSORS’ HEREBY DISCLAIM ALL (AND HAVE NOT AUTHORIZED ANYONE TO MAKE ANY) WARRANTIES RELATING TO THE FREE ACCESS SERVICES OR OTHER SUBJECT MATTER OF THESE TERMS, EXPRESS OR IMPLIED. PATSNAP MAKES NO WARRANTY REGARDING ANY NON-PATSNAP APPLICATION WITH WHICH THE FREE ACCESS SERVICES MAY INTEROPERATE.

9. Limitation of Liability.

9.1 IN NO EVENT WILL PATSNAP (OR PATSNAP’S THIRD PARTY LICENSORS’) BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OF DATA, (B) FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, PRODUCTS, SERVICES, RIGHTS, OR TECHNOLOGY, (C) FOR ANY LOST PROFITS OR REVENUES, OR (D) FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT THE CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

9.2 IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PATSNAP TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED ONE HUNDRED US DOLLARS (US$100.00). THE FOREGOING LIMITATION SHALL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

10. Termination, and Effect of Termination.

10.1 Termination. (a) Customer may discontinue its use of the Free Access Services at any time during the Access Term. (b) PatSnap may terminate Customer’s password, account, and access to or use of the Free Access services at any time for any reason.

10.2 Retrieval of Services Data. During the Access Term, Customer shall be able to download Services Data for use, in accordance with these Terms. Following termination or expiry of these Terms, Customer shall no longer have any rights to access the Services Data within the Free Access Services and, unless legally prohibited, PatSnap shall delete all Services Data by deletion of Customer’s Free Access Services account save where Customer signs a separate order confirmation form (“OCF”) to purchase products and services subject to the terms of an OCF.

10.3 Effect of Termination.

10.3.1 Upon termination or expiry of the Free Core Access Services as set out in these Terms for any reason, all rights and subscriptions granted to Customer will immediately terminate and Customer will cease using the Free Core Access Services (except as otherwise permitted under Clause 10.3 (“Retrieval of Services Data”) and PatSnap Confidential Information. The Clauses titled “Definitions,” “Confidentiality,” “Ownership; Feedback and Aggregated Data”, Disclaimer,” “Access Term, Termination, and Effect of Termination,” and “General” shall survive any termination or expiration of these Terms.

10.3.2 Upon the termination or expiry of the Free Connect Access Services as set out in these Terms for any reason, all rights and subscriptions granted to Customer will immediately terminate, and Customer will:

(i) cease using the Free Connect Access Services;

(ii) immediately delete any Services Data from Customer’s systems and records and cease all use of the Services Data;

(iii) immediately cease all use and distribution of the Customer Application;

(iv) expunge all Services Data and all copies thereof from its systems and records;

(v) deliver an officer’s certificate stating that all such data and copies have been so deleted and destroyed. Failure to comply with this clause 10.3.2 shall be a material breach by Customer.

11. General

11.1 Assignment. Neither the rights nor the obligations arising under these Terms are assignable or transferable by Customer or PatSnap without the other party’s prior written consent which shall not be unreasonably withheld or delayed, and any such attempted assignment or transfer shall be void and without effect, notwithstanding PatSnap’s right to sub contract in Clause 11.2. Notwithstanding the foregoing, either party may freely assign these Terms in its entirety, upon notice and without the consent of the other party, to its successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

11.2 Subcontracting. PatSnap reserves the right to subcontract the provision of certain elements of the Free Access Services in its sole discretion to dedicated third parties with who it has a contractual business relationship.

11.3 Governing Law, Attorneys’ Fees and Severability. These Terms and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of England without giving effect to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. With respect to all disputes arising out of or related to these Terms, the party’s consent to exclusive jurisdiction and venue of the courts of England. In any action to enforce these Terms the prevailing party will be entitled to costs and attorneys’ fees. In the event that any of the provisions of these Terms shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.

11.4 Notices. All legal notices hereunder shall be in writing and given upon (i) personal delivery, in which case notice shall be deemed given on the day of such hand delivery, or (ii) by overnight courier, in which case notice shall be deemed given one (1) business day after deposit with a recognized courier for U.S. deliveries (or three (3) business days for international deliveries).

11.5 Force Majeure. If the performance of these Terms or any obligation hereunder (other than obligations of payment) is prevented or restricted by reasons beyond the reasonable control of a party including but not limited to computer related attacks, hacking, or acts of terrorism (a “Force Majeure Event”), the party so affected shall be excused from such performance and liability to the extent of such prevention or restriction.

11.6 Independent Contractors. The parties shall be independent contractors under these Terms, and nothing herein shall constitute either party as the employer, employee, agent, or representative of the other party, or both parties as joint venturers or partners for any purpose. There are no third-party beneficiaries under these Terms.

11.7 Export Compliance. Each party represents that it is not named on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, nor owned or controlled by or acting on behalf of any such persons or entities, and Customer will not access or use the Free Access Services in any manner that would cause any party to violate any U.S. or international embargo, export control law, or prohibition.

11.8 Government End User. If Customer is a U.S. government entity or if these Terms otherwise becomes subject to the Federal Acquisition Regulations (FAR), Customer acknowledges that elements of the Free Access Services constitute software and documentation and are provided as “Commercial Items” as defined in 48 C.F.R. 2.101 and are being licensed to U.S. government User as commercial computer software subject to restricted rights described in 48 C.F.R. 2.101, 12.211 and 12.212. If acquired by or on behalf of any agency within the Department of Defense (“DOD”), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of the Agreement as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement (“DFARS”) and its successors. This U.S. Government End User Section 12.8 is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data.

11.9 Entire Agreement. These Terms constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all prior or contemporaneous written or oral agreements existing between the parties hereto, including any non-disclosure agreement(s), and related to the subject matter hereof are expressly cancelled. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) these Terms, and (2) the Documentation. Any failure to enforce any provision of these Terms shall not constitute a waiver thereof or of any other provision. PatSnap may add to, change or update these Terms, from time to time entirely at its own discretion (unless otherwise agreed). Customer is responsible for checking these Terms periodically to remain in compliance with these terms. Customer’s continued use of the Free Access Services after any amendment to these Terms shall constitute its acceptance of these terms and it also agrees to be bound by any such changes or revisions.