Patsnap Data Service Agreement

This Patsnap Data Service Agreement (“DaaS Agreement”) is made by and between Patsnap (UK) Ltd., an entity incorporated in the United Kingdom with a corporate address of Building 3 Chiswick Business Park, 566 Chiswick High Road, London, England, W4 5YA (“Patsnap”), acting on behalf of itself and its Affiliates, and the undersigned entity (“Customer” or “you”). Hereinafter, Patsnap and Customer shall be referred to separately as a “Party” and collectively as the “Parties”. This DaaS Agreement shall become effective as of the Effective Date. This DaaS Agreement, together with all Order Confirmation Forms and Statements of Work, sets forth the terms governing your acquisition of Patsnap’s Data Services as described herein. By executing an Order Confirmation Form that references this DaaS Agreement, you agree to the terms of this DaaS Agreement. If you are entering into this DaaS Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity. This DaaS Agreement is incorporated by reference into the MSA. For the Data Services, this DaaS Agreement shall prevail over any MSA or SaaS terms.

In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions. Certain capitalized terms used in this DaaS Agreement shall have the meaning assigned to them as set forth herein.

1.1. “Affiliate” means, with respect to the applicable Party, any entity that is directly or indirectly Controlled by such Party, through one or more intermediaries, Controls, or is under common Control with such Party, which is set out in an OCF or SOW.

1.2. “Content” means any dataset, Flat-file, API Data, MCP Data, data file, data record, document, image, metadata, identifier, proprietary calculation, categorisation, classification, interpretation, derived data point, or other information made available by Patsnap to Customer under an OCF, SOW, or applicable Product Specific Terms.

1.3. “Control” of a given party means the power or authority, whether exercised or not, to direct the business, management, and policies of such party, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; provided, that such power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than fifty percent (50%) of the votes entitled to be cast at a meeting of the members or shareholders of such party or power to control the composition of a majority of the board of directors of such party. The term “Controlled” has a meaning correlative to the foregoing.

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

1.5. “Data Services” means services relating to the provision of the Content by Patsnap to Customer as more specifically described in an Order Confirmation Form and/or a Statement of Work, including access via Snowflake Data Sharing, API, FTP, MCP server endpoints, or any other agreed delivery mechanism. Where API or MCP access is ordered, the applicable Product Specific Terms shall govern that access in addition to this DaaS Agreement.

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

1.7. “Effective Date” means the date an applicable Order Confirmation Form is signed by the Customer.

1.8. “Flat-file” means a dataset as outlined in the Order Confirmation Form.

1.9. “API Product Specific Terms” means product-specific terms governing Customer’s access to and use of the API and API Data as outlined in Exhibit B.

1.10. “Credentials” means any key, token, certificate, secret, account credential, developer account, or other authentication material issued or authorised by Patsnap or an applicable platform provider for Customer’s access to the Data Services.

1.11. “Customer Application” means any software application, service, platform, website, product, workflow, or other system developed, configured, or controlled by Customer that is able to access, display, process, store, or use the Content or Data Services.

1.12. “MCP Product Specific Terms” means Exhibit A or any other product-specific terms governing Customer’s access to and use of MCP server endpoints, MCP services, MCP data, and related functionality. Capitalised terms specific to MCP access shall have the meanings given in the MCP Product Specific Terms.

1.13. “Permitted Output” means an analysis, summary, report, answer, visualisation, insight, classification, recommendation, or other creative derivative output generated by Customer through permitted use of the Content or Data Services. Permitted Outputs do not include raw Content, bulk Content, datasets, data feeds, searchable corpora, model weights, embeddings, vector stores, persistent caches, or outputs that enable reconstruction of Content, materially substitute for the Data Services, or form, support, or improve a Competing Product or Service.

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

1.15. “Order Confirmation Form” or “OCF” means the ordering document that specifies the Data Services purchased by Customer under this DaaS Agreement that is entered into by Customer and Patsnap. Order Confirmation Forms shall incorporate by reference and be subject to this DaaS Agreement and the applicable Product Specific Terms.

1.16. “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.

1.17. “Statement of Work” or “SOW” means a document that describes the Data Services, including the Content to be provided by Patsnap to Customer in relation to the Data Services as set out in this DaaS Agreement. Each Statement of Work shall incorporate this DaaS Agreement by reference.

1.18. “Term” has the meaning set forth in Section 13.1.

1.19. “Textual Data” shall include abstract claims and descriptions and any actual written text within the patent record.

1.20. “Approved Use Case” means the specific use case, Customer Application, Customer platform, Customer Agent, data domain, workflow, output scope, audience, and/or permitted business purpose expressly described in the applicable OCF, SOW, Product Specific Terms, or otherwise agreed in writing by Patsnap. If no Approved Use Case is specified, Customer’s use is limited to its own internal business purposes and does not include Customer platform use, external distribution, or use with any Customer Agent except as expressly permitted by Patsnap.

1.21. “Competing Product or Service” means any product, service, platform, dataset, data feed, MCP server, MCP tool, API service, AI agent, workflow, search tool, analytics tool, monitoring tool, intelligence tool, or other offering that uses, is trained on, is improved by, is validated against, or is supported by the Content or Data Services to provide functionality that is the same as, similar to, or substitutive of Patsnap’s products, Data Services, API, MCP Service, datasets, data offerings, or search, analytics, monitoring, workflow, intelligence, or AI-assisted services, including in patent, life sciences, pharmaceutical, chemistry, biologics, innovation intelligence, or any other data domain made available to Customer.

1.22. “Competitors” means those entities that are competitors of Patsnap for the purposes of this DaaS Agreement (including, without limitation, clause 4.2(viii) and the definition of “Competing Product or Service”), which include, without limitation, the following entities together with their respective Affiliates, subsidiaries, successors, and assigns: AlphaSense; AdisInsight; Amplified; Anthropic; AWS; Beacon; Biorelate; Boltz; CB Insights; Causaly; ChatGPT Enterprise; Cipher (Dolcera); Clarivate; ClaimMaster; ClearstoneIP; CoCounsel; Cortellis; Cresset; Crunchbase; Cypris; DeepIP; Derwent Innovation; Dimensions.ai; Elsevier; Espacenet; Evaluate; Excelra; GenomeQuest; GlobalData; Google and its additional subsidiaries; Google Patents; Google Scholar; Hanson Wade; Harvey AI; IAMIP Platform; IFI Claims; Inpart; InnovationQ Plus; IPRally; IPlytics; IQVIA; Lens.org; LexisNexis PatentSight; Manus; Microsoft Copilot; Minesoft PatBase; Natural Antibody; NVIDIA; NLPatent; OpenAI; PatBase; PatentPal; PatSeer; Perplexity; PharmaCube; PitchBook; PlaBDB; Questel Orbit Intelligence; Rowan Patents; Schrodinger; Scopus; Solve Intelligence; Specifio; Springer Nature; The Innovation Scout; Turbine; Web of Science; Wert Intelligence; Wiley; Writer; and XtalPi. Patsnap may update the list of Competitors from time to time on written notice to Customer, provided that any update will apply prospectively and will not prohibit Customer from continuing to use an existing third-party service provider solely as a processor or infrastructure provider for the Approved Use Case during the then-current Term.

2. Patsnap’s Obligations.

2.1. During the Term, Patsnap shall make the Data Services available to Customer pursuant to this DaaS Agreement, all associated Order Confirmation Forms, and all associated Statements of Work.

2.2. Patsnap grants to Customer a limited, non-sublicensable, non-exclusive, non-transferable right during the Term to access and use the Content and the Data Services via the agreed delivery mechanism(s) specified in the applicable OCF, SOW, and/or Product Specific Terms, solely for Customer’s business purposes and subject to the restrictions set out in this DaaS Agreement and the applicable Product Specific Terms.

2.3. Customer agrees that its purchase of the Data Services is neither contingent upon the delivery of any future Content, nor dependent upon any oral or written public comments made by Patsnap with respect to future Content.

2.4. Patsnap will provide the Content and the Data Services to the Customer in accordance with the Statement of Work.

2.5. The Customer shall be responsible for maintaining, at its own cost, all accounts, Credentials, environments, permissions, systems, security controls, network connections, telecommunications links, and technical configurations required to receive or access the Content through the agreed delivery mechanism(s) specified in the applicable OCF, SOW, or Product Specific Terms.

2.6. Where Customer accesses the Content or Data Services through an API or MCP server endpoint, the applicable Product Specific Terms shall apply in addition to this DaaS Agreement.

3. Personal Data.

3.1. 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.

4. Customer’s Obligations.

4.1. Customer is responsible for all activities conducted under its access to the Content and Data Services, including all access through agreed delivery mechanisms, Credentials, Customer Applications, and any systems or personnel acting on Customer’s behalf.

4.2. Customer shall not: (i) resell, sub-licence, rent, sell, lease, pledge, assign, transfer, encumber rights to, or make available the Content, Data Services, Credentials, or any part thereof to anyone other than those authorised by Patsnap in relation to Customer’s use of the Data Services; (ii) send or store infringing or unlawful material in connection with the Content; (iii) send or store viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs to or through the Data Services; (iv) attempt to gain unauthorized access to, or disrupt the integrity, security, or performance of, the Data Services; (v) modify, disassemble, reverse engineer, copy, or create derivative works based on the Data Services or any portion thereof, except to the extent expressly permitted for Permitted Outputs; (vi) access or use the Content or Data Services for the purpose of building, training, improving, validating, benchmarking, maintaining, operating, supporting, commercialising, or offering a Competing Product or Service, or copying its features, workflows, data structure, schema, functionality, or user interface; (vii) use the Content for illegal purposes, including to knowingly breach intellectual property of a third party; or (viii) sell, license, distribute, or otherwise provide the Content to a Competitor for that Competitor’s own commercial or competitive use; provided that Customer may use a Competitor solely as a third-party processor or infrastructure provider for the Approved Use Case in accordance with Clause 6.4 and the applicable Product Specific Terms. A breach of this sub-paragraph 4.2(viii) shall be a material breach of this DaaS Agreement.

4.3. Use of the Content and Permitted Outputs. Subject to Section 13 and Notwithstanding clause 4.1, and subject to the applicable OCF, SOW, and Product Specific Terms, Customer may access and use the Content in hard copy, electronic data storage, or other electronic form regardless of the means of access or delivery, and may create and use Permitted Outputs, including creative derivative outputs, for Customer’s business purposes. Customer may integrate limited extracts of Content and Permitted Outputs with Customer’s own products and services only to the extent expressly permitted in the applicable OCF, SOW, or Product Specific Terms, provided that Customer does not make available raw Content, bulk Content, a searchable corpus, or any output that acts as a substitute for the Data Services or enables reconstruction of substantial portions of the Content.

4.3.1. While and if using accepted third -party Data Sharing mechanism to access the Content, Customer shall comply with the said approved third-party’s standard access protocols and any additional terms set out in the Statement of Work.

4.4. Suspension of Data Services. Any use of the Data Services in breach of this DaaS Agreement, an Order Confirmation Form, or a Statement of Work, by Customer that is determined threatens the security, integrity or availability of the Data Services, may result in Patsnap’s immediate suspension of the Data Services; however, Patsnap will use commercially reasonable efforts under the circumstances to provide Customer with notice and may provide 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 Content; 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.

4.6. Fair Usage. For the purposes of this DaaS Agreement and any Product Specific Terms, Customer’s use of the Data Services will be categorised as fair usage only to the extent that such use: (i) remains within the fees, term, accounts, quantities, call limits, speed limits, batch limits, concurrency limits, usage instructions, documentation, and other parameters set out in the applicable OCF, SOW, or Product Specific Terms; (ii) is limited to the Approved Use Case and to bona fide internal business purposes or other Customer platform use expressly authorised in the applicable OCF, SOW, or Product Specific Terms; (iii) does not involve scraping, continuous harvesting, bulk extraction, database replication, systematic downloading, or use designed to circumvent usage limits; (iv) does not overload, degrade, disrupt, reverse engineer, probe, bypass, or interfere with the Data Services or Patsnap systems; and (v) does not create, support, improve, validate, benchmark, maintain, operate, or commercialise any Competing Product or Service. API-specific and MCP-specific fair usage terms are set out in the applicable Product Specific Terms.

4.7. Customer Platform Use; No Competing Product or Service. If an OCF, SOW, or Product Specific Terms permits Customer to use Content within Customer’s own products and services or other Customer platform, such permission is limited to the Approved Use Case and to Permitted Outputs and limited extracts that are ancillary to Customer’s own products and services. Customer shall not materially change or expand the Approved Use Case, data domain, Customer Application, Customer Agent, workflow, output scope, external audience, or business purpose without Patsnap’s prior written agreement or an updated OCF, SOW, or Product Specific Terms. Customer shall not use the Content, Data Services, or Permitted Outputs to build, train, improve, validate, benchmark, maintain, operate, support, sell, license, or otherwise make available any Competing Product or Service.

4.8. Audit. During the Term and for twelve (12) months thereafter, Patsnap may, no more than once in any twelve (12) month period (or more frequently where Patsnap has reasonable grounds to suspect a breach), on at least fourteen (14) days’ prior written notice, audit and inspect the relevant records, systems, configurations, usage and Tool Call logs, and access controls of Customer in order to verify Customer’s compliance with this DaaS Agreement, the applicable Order Confirmation Form, Statement of Work, and Product Specific Terms, including compliance with the Approved Use Case, the Fair Usage terms, the applicable Tool Call and call-limit entitlements, and the restrictions relating to Competing Products or Services and Competitors. Each audit shall be conducted during normal business hours and in a manner that minimises disruption to Customer’s operations, and Customer shall provide reasonable cooperation and access. Patsnap shall bear the cost of each audit, unless the audit reveals (i) a material breach of this DaaS Agreement, or (ii) usage exceeding the applicable entitlements or Fair Usage by more than five percent (5%), in which case Customer shall bear the reasonable costs of that audit and shall, without prejudice to Patsnap’s other rights and remedies, promptly remedy the non-compliance and pay any underpaid Fees. Patsnap may conduct any such audit itself or through an independent third-party auditor bound by written confidentiality obligations no less protective than those in this DaaS Agreement.

5. Security.

5.1. Security. Patsnap shall maintain appropriate administrative, physical, and technical safeguards to protect the security and integrity of the Content and Data Services under Patsnap’s control.

5.2. Patsnap and Customer acknowledge that if their delivery is based on any other third-party platform, hosting, or infrastructure provider used in connection with the Data Services, then such third-party hosting platform may maintain its own security certifications, controls, and availability commitments. Each Party is responsible for securing its own environments, accounts, Credentials, configurations, and systems.

6. Confidentiality.

6.1. Each party (“Recipient”) may, during the course of its provision and/or use of the Data Services, 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”).

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 prior to the date of disclosure to Recipient; (b) become generally known to the public after the date of disclosure to the Recipient, 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 the DaaS 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 this DaaS Agreement, 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 who are bound by written confidentiality and use obligations substantially similar to those set forth herein and have a “need to know” in order to carry out the purpose of this DaaS Agreement.

6.4. Each Party acknowledges that any platform provider used in connection with the Data Services acts solely as a data transmission, hosting, processing, or infrastructure provider and is not a Party to this DaaS Agreement. Customer remains responsible for maintaining the confidentiality of the Content and Patsnap Confidential Information, for implementing appropriate permissions and access controls, and and shall use commercially reasonable measures to ensure that any service provider engaged by Customer and permitted to process Content is subject to confidentiality, security, data-use, and other obligations no less protective than those applicable to Customer under this DaaS Agreement and the applicable Product Specific Terms.

6.5. Equitable Relief. Due to the unique nature of the parties’ Confidential Information disclosed hereunder, there may 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.

7. Ownership and Feedback.

7.1. Patsnap Ownership of Data Services and Content. Patsnap and its licensors retain all right, title, and interest in and to the Content and Data Services, including related intellectual property rights, software, interfaces, delivery mechanisms, documentation, dashboards, metering systems, and related technology. For avoidance of doubt, Customer receives only the limited rights expressly granted under this DaaS Agreement, the applicable OCF, SOW, and Product Specific Terms, and does not obtain ownership of or title to the Content or Data Services.

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

7.3. Permitted Outputs. Subject to Customer’s compliance with this DaaS Agreement, the applicable OCF or SOW, and any Product Specific Terms, Customer may use Permitted Outputs for the permitted purposes stated in the applicable OCF or SOW and within the Approved Use Case. Customer’s ownership or other rights in its own independent materials are not transferred to Patsnap; however, Customer does not acquire ownership of the underlying Content, Data Services, Patsnap technology, or Patsnap intellectual property embodied in or used to generate any Permitted Output. Nothing in this clause permits Customer to use Permitted Outputs to create or support a Competing Product or Service.

8. Fee, Expenses, and Taxes.

Fee. In consideration for the offering of the Data Services by Patsnap under this Agreement pursuant to one or more OCFs or SOWs, Customer agrees to pay Patsnap the Fees as set forth on the applicable OCFs and/or SOWs. Except as otherwise provided in the OCF and/or SOWs, Fees are: (a) invoiced upon the effective date of the OCF or SOW; (b) due within thirty (30) days from the date of Patsnap’s invoice; (c) paid in advance annually (d) based upon and limited by the metrics set forth in the OCF or SOW; (e) non-refundable and non-creditable, except as set forth in this Agreement; (f) in the currency set forth in the applicable OCF or SOW; and (g) exclusive of all taxes (for which Customer shall be responsible, except for taxes on Patsnap’s income). Customer agrees to provide Patsnap with complete and accurate billing and contact information. A service charge of 1.0% per month or the highest interest rate permitted by applicable law, whichever is lower, shall be applied to all amounts which are not paid when due under this Agreement, accruing from the due date. Customer shall not withhold or offset any undisputed Fees due to Patsnap for any reason. Patsnap will invoice and Customer will make payments for the Fees as set forth in the applicable OCF or SOW. Furthermore, if Customer requires Patsnap to use any service (including an online platform) in order to submit invoices or process payments made between Customer and Patsnap, Patsnap may charge the Customer for any costs and expenses incurred by Patsnap or its Affiliates in registering for, accessing, or using such service, and the Customer agrees to pay these charges.

9. Warranties and Disclaimer.

9.1. Data Services Warranty. Patsnap warrants that during the Term: (i) Patsnap will perform the Data Services in a professional and workmanlike manner; (ii) Patsnap will employ then-current, industry standard measures to test the Data Services to detect and remediate viruses, Trojan horses, worms, logic bombs, or other harmful code or programs designed to negatively impact the operation or performance of the Data Services, and (iii) it owns or otherwise has sufficient rights in the Data Services to grant to Customer the rights to use the Data Services granted herein. As Customer’s exclusive remedy and Patsnap’s entire liability for a breach of the warranties set forth in this Section 9.1, Patsnap shall use commercially reasonable efforts to correct the non-conforming Data Services at no additional charge to Customer, and in the event Patsnap fails to successfully correct the Data Services within a reasonable time of receipt of written notice from Customer detailing the breach, then Customer shall be entitled to terminate the applicable Data Services and receive an immediate refund of any prepaid and unused Fee for the non-conforming Data Services. The remedies set forth in this subsection shall be Customer’s sole remedy and Patsnap’s sole liability for breach of these warranties.

9.2. Mutual Warranties. Both parties warrant that they: (i) have the necessary authority to enter into this DaaS Agreement; and (ii) will comply with all applicable laws and regulations in the provision or use (as applicable) of the Data Services.

9.3. Disclaimer. EXCEPT FOR ANY EXPRESS WARRANTIES SET FORTH UNDER SECTION 9, PATSNAP AND PATSNAP’S THIRD PARTY LICENSORS’ HEREBY DISCLAIM ALL (AND HAVE NOT AUTHORIZED ANYONE TO MAKE ANY) WARRANTIES RELATING TO THE DATA SERVICES, CONTENT, PERMITTED OUTPUTS, OR OTHER SUBJECT MATTER OF THIS DAAS AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, WARRANTIES REGARDING THE ACCURACY OF THE UNDERLYING RESEARCH, FINDINGS, REPORTS, AI-GENERATED OUTPUTS, CUSTOMER APPLICATIONS, CUSTOMER AGENTS, THIRD-PARTY MODELS, OR PERMITTED OUTPUTS, TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE PARTIES ARE NOT RELYING AND HAVE NOT RELIED ON ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE SUBJECT MATTER OF THIS DAAS AGREEMENT, EXPRESS OR IMPLIED, EXCEPT FOR THE WARRANTIES SET FORTH UNDER THIS SECTION 9. PATSNAP MAKES NO WARRANTY REGARDING ANY NON-PATSNAP APPLICATION, CUSTOMER APPLICATION, CUSTOMER AGENT, THIRD-PARTY MODEL, THIRD-PARTY PLATFORM, OR OTHER THIRD-PARTY SERVICE WITH WHICH THE DATA SERVICES MAY INTEROPERATE. Patsnap makes no warranty for the performance, availability, or operation of the Customer’s own Snowflake account, API environment, MCP client, Customer Application, Customer Agent, model provider, or infrastructure.

10. Limitation of Liability.

10.1. IN NO EVENT WILL EITHER PARTY’S (OR PATSNAP’S THIRD PARTY LICENSORS’) BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS DAAS AGREEMENT 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 INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

10.2. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS DAAS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE DATA SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE-MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION SHALL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY BUT WILL NOT LIMIT CUSTOMER’S AND CUSTOMER’S AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE ‘FEE’ SECTION ABOVE.

11. Indemnification.

11.1. Patsnap Indemnification Obligation. In the event of a claim or threatened claim by a third party alleging that the Customer’s use of the unaltered Data Services infringes or misappropriates such third party’s intellectual property in the country designated for delivery of the Data Services in accordance with the terms of this Agreement, Patsnap may, at its sole option: (a) revise the Data Services so that it is no longer infringing; (b) obtain the right for Customer to continue using the Data Services; or (c) terminate this Agreement and any applicable OCF and/or SOW and refund any pro-rata unused, pre-paid license fees received by Patsnap. Notwithstanding the foregoing, Patsnap shall have no liability from claims arising out of or relating to: (i) a version of the Data Services other than the then-current agreed to be used version; (ii) modification of the Data Services by anyone other than Patsnap; (iii) combination, operation or use of the Data Services with any other products or software not supplied by Patsnap; (iv) any unauthorized use of the Data Services, including any use of the Data Services outside of the applicable Term; or (v) any claim or damages arising after Patsnap’s notice to Customer that Customer should cease use of the Data Services in accordance with this Section. Patsnap will indemnify Customer against damages finally awarded by a court of competent jurisdiction against Customer arising from a third party claim alleging that the Customer’s proper and agreed use of the unaltered Data Services infringes or misappropriates such third party’s patent or copyright in the country designated for delivery of the Data Services in accordance with the terms of this Agreement, provided that Customer provides prompt written notice of such claim to Patsnap, grants Patsnap the sole right to control and defend such claim, and provides to Patsnap all reasonable assistance. Patsnap shall not be responsible for, and the foregoing indemnity shall not apply to, any claims or damages arising from (a) the operation, performance, or security of the third-party delivery platform, or (b) the Customer’s configuration, access, or use of its own third party account.

11.2. Customer Indemnification Obligation. Customer will defend Patsnap from any and all claims, demands, suits or proceedings brought against Patsnap by a third party arising from or relating to: (i) Customer’s use, misuse, redistribution, publication, or disclosure of the Content or Data Services; (ii) Customer’s own products and services, Customer Applications, systems, configurations, or service providers; (iii) any Permitted Output, report, analysis, or other output generated, distributed, or relied upon by Customer; (iv) Customer’s breach of this DaaS Agreement, an OCF, SOW, or Product Specific Terms; or (v) Customer’s violation of applicable law or third-party rights. Customer will indemnify Patsnap for all damages, costs, and reasonable attorneys’ fees finally awarded by a court of competent jurisdiction or paid to a third party in accordance with a settlement agreement signed by Customer.

12. Customer Mention.

Each Party shall obtain the other Party’s permission, which may be withheld for any reason, prior to using the other Party’s name, logos, or other trademarks for any marketing or promotional purposes. Each Party may withdraw such permission at any time after being provided and for any reason. The Parties agree that any press release or other public comments issued by either Party relating to this DaaS Agreement (including, without limitation, any dispute under this DaaS Agreement) will be prepared jointly between Patsnap and Customer and will be issued only upon prior mutual agreement of the Parties.

13. Term, Termination, and Effect of Termination.

13.1. Term. The term of this DaaS Agreement commences on the Effective Date and continues until the stated term in an applicable Order Confirmation Form has expired or has otherwise been terminated. Access to the Data Services commence on the date, and are for a period, as set out in the applicable Order Confirmation Form (“Term”).

13.2. Termination. Either party may terminate this DaaS Agreement by written notice to the other party in the event that (i) such other party materially breaches this DaaS Agreement and does not cure such breach within thirty (30) days of such notice, or (ii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Upon any termination for cause by Customer pursuant to this Clause 13.2, Patsnap will refund Customer a pro-rata portion of any prepaid Fees that cover Data Services that have not been made available as of the effective date of termination. For the avoidance of doubt, if Customer’s access to the Data Services is suspended or terminated due to misuse, breach of applicable terms, such suspension or termination shall not entitle Customer to any refund or credit of Fees.

13.3. Effect of Termination. Upon termination of this DaaS Agreement for any reason, all rights granted to Customer under this DaaS Agreement, including all Order Confirmation Forms, Product Specific Terms, and Statements of Work, will immediately terminate and Customer will cease accessing the Content, the Data Services, Credentials, and Patsnap Confidential Information. Further, except for copies retained as expressly permitted below: (i) Customer will immediately delete any and all Content from Customer’s systems and records and cease all use of the Content; (ii) Customer shall expunge all Content and all copies thereof from its systems and records; and (iii) Customer shall deliver an officer’s certificate stating that all such data and copies have been so deleted and destroyed. Failure to comply with this clause 13.3 shall be a material breach by Customer. Upon termination or expiry of this DaaS Agreement Customer shall be explicitly prohibited from selling any of the Content as raw data to any third party. Notwithstanding the foregoing, Customer may, in accordance with legal, disaster recovery and records retention requirements, retain copies of Content, the Data Services and Patsnap Confidential Information that are stored in tape backups and may retain copies of such information for a maximum period of five (5) years from the termination of this DaaS Agreement, provided that the information retained under this provision shall remain subject to the obligations of confidentiality under this DaaS Agreement until such time as the materials shall be returned, destroyed or are no longer subject to the confidentiality obligations under this DaaS Agreement.

13.4. Termination for any reason other than termination for cause by Customer pursuant to Section 13.2(i) shall not relieve Customer of the obligation to pay all future amounts due under all Order Confirmation Forms. The sections titled “Definitions,” “Confidentiality,” “Ownership and Feedback,” “Fee, Expenses and Taxes,” “Warranty Disclaimer,” “Limitation of Liability,” “Indemnification,” “Term, Termination, and Effect of Termination,” and “General” shall survive any termination or expiration of this DaaS Agreement.

14. General

14.1. Assignment. Neither the rights nor the obligations arising under this DaaS Agreement are assignable or transferable by Customer without Patsnap’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 the foregoing, either party may freely assign this DaaS Agreement in its entirety (including any applicable Order Confirmation Form and any Statement of Work), 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, provided that the Fee owed and due have been paid.

14.2. Governing Law, Attorneys’ Fees and Severability. This DaaS Agreement 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 this DaaS Agreement, the party’s consent to exclusive jurisdiction and venue of the courts of England. In any action to enforce this DaaS Agreement the prevailing party will be entitled to seek costs and attorneys’ fees.

14.3. 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).

14.4. Force Majeure. If the performance of this DaaS Agreement or any obligation hereunder is prevented or restricted by reasons beyond the reasonable control of a party including but not limited to computer related attacks, hacking, epidemics, pandemics, wars, 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.

14.5. Independent Contractors. The parties shall be independent contractors under this DaaS Agreement, 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 this DaaS Agreement.

14.6. 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 Data Services in any manner that would cause any party to violate any U.S. or international embargo, export control law, or prohibition.

14.7. Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this DaaS Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

14.8. Entire DaaS Agreement. This DaaS Agreement together with the Order Confirmation Form(s), Product Specific Terms, and the Statement of Work constitutes the entire DaaS Agreement between the parties hereto pertaining to the Data Services, and any and all prior or contemporaneous written or oral DaaS Agreements existing between the parties hereto, including any non-disclosure DaaS Agreement(s), and related to the subject matter hereof are expressly cancelled. The parties agree that any term or condition stated in Customer’s purchase order or in any other of Customer’s order documentation (excluding Order Confirmation Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Confirmation Form, (2) the applicable Product Specific Terms, (3) this DaaS Agreement, and (4) the Statement of Work, unless an Order Confirmation Form expressly states otherwise. Any failure to enforce any provision of this DaaS Agreement shall not constitute a waiver thereof or of any other provision. Any changes to this DaaS Agreement shall be agreed in writing between the Parties.

Exhibit A – MCP SERVICES PRODUCT SPECIFIC TERMS

The following MCP Services Product Specific Terms (“MCP Terms”) apply in addition to the Patsnap Data Service Agreement (“DaaS Agreement”) and the applicable Order Confirmation Form (“OCF”) executed between Patsnap and Customer (collectively, the “Agreement”). These MCP Terms form part of, and are incorporated into, the Agreement. Capitalised terms not defined in these MCP Terms have the meanings given in the DaaS Agreement. In the event of conflict, the order of precedence shall be: (1) the applicable OCF, (2) these MCP Terms, and (3) the DaaS Agreement, unless the applicable OCF expressly states otherwise.

1. Definitions

a. “MCP Service” means Patsnap-hosted MCP server endpoints and related tools, resources, prompts, connectors, documentation, access credentials, and services made available to Customer under an applicable OCF.

b. “MCP Data” means Content accessed, retrieved, returned, or otherwise made available to Customer through the MCP Service, including metadata, classifications, identifiers, paths, images, documents, and derived data points.

c. “Tool Call” means each request, invocation, batch item, or resource request submitted to or through the MCP Service, whether initiated by a human user, Customer Application, Customer Agent, AI agent, or LLM workflow.

d. “Customer Agent” means any Customer-developed or Customer-controlled application, AI agent, LLM-powered workflow, chatbot, co-pilot, orchestration tool, MCP client, software service, or other interface that connects to the MCP Service or uses MCP Data.

2. Customer’s Obligations and Permitted Use

2.1 Subject to the Agreement, the DaaS Agreement, the applicable OCF, these MCP Terms, and any applicable documentation, Customer is permitted to access the MCP Service solely for the Approved Use Case and Customer’s own internal business purposes and may:

a. access the MCP Service only through the MCP endpoint, MCP client configuration, documentation, authentication method, and other access method prescribed by Patsnap from time to time;

b. connect the MCP Service to Customer Applications and Customer Agents solely in accordance with the Agreement, these MCP Terms, the applicable OCF, the MCP documentation, and any other instructions provided by Patsnap;

c. invoke the tools and access the resources made available through the MCP Service and receive MCP Data through permitted Tool Calls;

d. use MCP Data to populate transient session context, generate permitted analyses, summaries, reports, search results, answers, or workflow outputs, and retrieve permitted documents or images through the MCP Service;

e. download, print, and/or store copies of MCP Data only to the extent expressly permitted under the Agreement, these MCP Terms, the applicable OCF, or written instructions from Patsnap;

f. print extracts of MCP Data and include limited extracts in internal business reports circulated to Customer’s employees, officers, advisors, or partners, provided Customer does not redistribute the MCP Service, raw MCP Data, or bulk MCP outputs except as expressly permitted;

g. use the MCP Service for human-assisted or agent-assisted research and workflow automation, provided Customer remains responsible for the Customer Agent, all prompts and instructions, all Tool Calls, all outputs, and all downstream use of MCP Data; and

h. create Permitted Outputs, including creative derivative outputs, for Customer’s own internal business purposes or authorised reports within the Approved Use Case, provided that such outputs do not expose raw or bulk MCP Data, enable reconstruction of MCP Data, operate as a data product or substitute for the MCP Service, form, support, or improve a Competing Product or Service, or otherwise breach these MCP Terms.

2.2 Customer is responsible for Customer Applications, Customer Agents, and all use of the MCP Service through Customer’s account. Without limiting the Agreement, Customer shall:

a. configure prompts, system instructions, tool-selection logic, retrieval workflows, and guardrails so that Customer Agents comply with these MCP Terms and do not request or expose MCP Data beyond the permitted scope;

b. ensure that users and Customer Agents submit only authorized requests and that no Customer Agent is configured to conduct autonomous bulk extraction, enumeration, scraping, or continuous harvesting of MCP Data;

c. review AI-generated outputs as appropriate before relying on them for business decisions or distributing them outside the authorized audience;

d. where Customer uses a third-party LLM, model provider, hosting provider, agent framework, logging service, analytics service, vector database, or other processor in connection with the MCP Service, use commercially reasonable measures to ensure that such provider is subject to confidentiality, security, data-use, retention, and non-training obligations no less protective than those applicable to Customer under these MCP Terms, to the extent such use is expressly permitted under the Agreement or applicable OCF;

e. maintain reasonable technical and organizational safeguards, including role-based access controls, secrets management, monitoring, and audit logs for Tool Calls and administrator activity; and

f. promptly notify Patsnap after becoming aware of any actual or reasonably suspected unauthorised access, disclosure, leakage, model retention, or compromise involving Credentials, MCP Data, Customer Agents, or the MCP Service.

2.3 Customer has no proprietary rights with respect to the MCP Service, related tools, resources, Credentials, MCP Data, or any portion thereof and will not use the same except as expressly permitted in Clause 2.1 and the Approved Use Case. Without limiting the foregoing, Customer will not:

a. use or access the MCP Service, Credentials, or MCP Data for any purpose outside the Approved Use Case or other than as expressly permitted under these MCP Terms;

b. resell, sub-license, rent, lease, distribute, repackage, rebrand, transfer, assign, make available, or otherwise commercialise the MCP Service or MCP Data, or expose or operate the MCP Service as a stand-alone product, white-labelled service, public bot, third-party connector, or onward MCP server;

c. scrape, continuously harvest, bulk extract, systematically download, enumerate, replicate a database or searchable corpus, circumvent authentication, metering, rate limits or usage restrictions, or overload, disrupt, probe, bypass, or interfere with the MCP Service or Patsnap systems;

d. reverse-assemble, reverse-engineer, decompile, crawl, probe, infer, or otherwise attempt to derive non-public source code, schemas, prompts, tool definitions, system instructions, security logic, or underlying data structures of the MCP Service, except to the extent included in Patsnap’s documentation;

e. use the MCP Service, MCP Data, or outputs to build, train, improve, validate, benchmark, maintain, operate, support, commercialise, or offer any Competing Product or Service, or to copy any Patsnap features, user interfaces, data structures, schemas, outputs, or functionality;

f. store MCP Data in, or use MCP Data to train, fine tune, evaluate, improve, enrich, or create, any foundation model, large language model, embedding model, machine learning model, generative AI system, vector database, embedding store, data lake, knowledge graph, long-term agent memory, model memory, evaluation set, fine-tuning dataset, training dataset, or similar repository, except for transient inference or transient session context strictly necessary for the Approved Use Case where the model provider does not retain MCP Data for training or model improvement; or

g. cause, assist, or permit any third party, Customer Agent, model, service provider, or automated workflow to do any of the foregoing.

2.4 Patsnap will issue Customer unique Credentials to access the MCP Service. Customer will hold the Credentials in confidence in accordance with the Agreement regarding Confidential Information and will not assign, transfer, disclose, embed in public code, expose in prompts, store in unsecured logs, or make available such Credentials to any third party.

2.5 Patsnap confirms that the MCP Service is intended to expose public data and data points derived from public data or calculated by using such public data, and does not include Material Non-public Information (“MNPI”).

2.6 Customer is solely responsible for customer inputs, prompts, instructions, files, and data submitted by or on behalf of Customer to the MCP Service or to any Customer Agent connected to the MCP Service.

3. MCP Usage, Metering and Service Operation

3.1 Tool Call Entitlements: Customer’s entitlement to use the MCP Service is limited to the fees, term, tools, resources, accounts, call balances, QPM limits, batch limits, and other usage parameters set out in the applicable OCF.

3.2 Metering: Each Tool Call or resource request may be counted against Customer’s balance in accordance with the applicable OCF and MCP documentation. For batch requests, each successful item in the batch that retrieves a result may be counted as a separate successful call unless otherwise stated in the OCF.

3.3 Automatic Suspension at Zero Balance: If the cumulative remaining calls or requests for any particular tool or resource reaches zero, Patsnap may automatically suspend or terminate Customer’s access to that tool or resource unless Customer purchases additional entitlement.

3.4 Usage Dashboard: Any account balance, call count, or usage information displayed in Patsnap’s Data Centre, dashboard, logs, or developer portal is provided for usage monitoring and shall not be interpreted as the conclusive measure of the services rendered or the extent thereof.

3.5 Service Changes and Protection: Patsnap may update, add, remove, rename, suspend, limit, or modify tools, resources, endpoints, schemas, prompts, documentation, rate limits, authentication methods, or security requirements where reasonably necessary for service operation, security, compliance, product improvement, or prevention of excessive or abusive usage.

3.6 Fair Usage and Approved Use Case: Customer’s MCP usage will be categorised as fair usage only if it remains within the Tool Call entitlements, QPM limits, batch limits, concurrency limits, documentation, and other usage parameters set out in the applicable OCF, and is limited to the Approved Use Case. Customer shall not materially change the approved Customer Application, Customer Agent, data domain, MCP Service, workflow, output scope, external audience, or business purpose without Patsnap’s prior written agreement or an updated OCF. For clarity, switching to or combining with a different Patsnap MCP service or data domain, including a patent, life sciences, pharmaceutical, chemistry, biologics, innovation intelligence, monitoring, search, analytics, or workflow domain, is not fair usage if used to create, support, improve, validate, benchmark, maintain, operate, or commercialise any Competing Product or Service.

4. Renewal Obligations

i. Renewal Balance Carry-Forward: Any unused call or request balance expires at the end of the then-current MCP Service term and shall not be carried forward to any renewal term unless expressly agreed in the applicable OCF.

ii. Non-Renewal Balance Handling: In the event of non-renewal, Customer’s right to use any remaining balance ends upon expiry of the MCP Service term, without any entitlement to a refund. Patsnap may retain a record of the expired balance for administrative purposes for up to three (3) months.

5. Termination and Post-Termination Obligations: Failure to comply with any of the above clauses shall constitute a material breach by Customer, and without limiting any other rights or remedies of Patsnap, Section 13.3 of the DaaS Agreement shall apply.

Exhibit B – API PRODUCT SPECIFIC TERMS

The following API Product Specific Terms (“API Terms”) apply in addition to the Patsnap Data Service Agreement (“DaaS Agreement”) as executed between Patsnap and Customer (the “Agreement”). These API Terms serve as Exhibit B to the Agreement. Capitalised terms not defined in these API Terms have the meanings given in the DaaS Agreement.

1. Definitions

a. “API” means a Patsnap application programming interface, endpoint, documentation, developer credentials, updates, and related access method that allows Customer or a Customer Application to interface programmatically with the Content.

b. “API Data” means Content accessed, retrieved, returned, or otherwise made available through an API.

c. “Customer Application” shall have the meaning as defined in the DaaS Agreement.

2. Customer’s Obligations:

2.1 Customer is permitted to access the API for Customer’s own internal business purposes and the Approved Use Case and may:

a. Access the API via the method prescribed by Patsnap from time to time only, whether via a Patsnap website or other access method;

b. Integrate the API with Customer Applications, in accordance only with the terms of this DaaS Agreement and any other instructions provided to Customer by Patsnap from time to time;

c. Download, print, and/or store copies of data accessed via the API;

d. Use data accessed via the API in internal or external business reports circulated to Customer’s employees, officers, or partners.

2.2 Customer has no proprietary rights with respect to the API or any 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 2.1. Without limiting the generality of the foregoing, Customer will not:

a. Use or access the API in any other way or for any other purpose than that set out in clause 2.1;

b. Modify, disclose, copy, or create derivative works based on the API, or any portion thereof;

c. Access or use the API or API Data for the purpose of building, training, improving, validating, benchmarking, maintaining, operating, supporting, commercialising, or offering a Competing Product or Service, or copying any Patsnap features, user interfaces, data structures, schemas, outputs, or functionality;

d. 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;

e. Resell, sub-license, 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 data accessed via the API (in whole or in part) to any other person;

f. Use the API in connection with any product or software other than the Customer Application;

g. Distribute the API as a stand-alone product;

h. Reverse-assemble the API;

i. Make available to any third party any interface or functionality of Patsnap’s Applications, servers, or services not expressly included in the API;

j. 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 this Agreement;

k. Use the API in a manner that exceeds fair use, constitutes excessive or abusive usage, is outside the Approved Use Case, or otherwise fails to comply with any QPM limits, call quotas, batch limits, usage instructions, or API documentation provided to Customer in connection with this Agreement;

l. Maintain a cache of the data accessed via the API; and/or

m. Cause, assist, or permit any third party to do any of the foregoing.

2.3 Patsnap will issue Customer a unique electronic key to access the API. Customer will hold the electronic key in confidence in accordance with Section 6 of the DaaS Agreement regarding Confidential Information and will not assign, transfer, or disclose the 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 Customer Applications developed or distributed under these API 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 during the Term. Patsnap confirms that the API is intended to expose public data and data points derived from public data or calculated using such public data and does not include Material Non-public Information (“MNPI”).

3. Renewal obligations.

i. Renewal and Balance Carry-Forward Post-Termination: If there is a remaining balance, and subject to the customer’s renewal contract Term, the balance may be carried forward and given priority for utilization in the subsequent year.

ii. Non-Renewal Balance Handling: In the event of non-renewal, the remaining balance shall be retained for a maximum period of 3 months. Upon the expiration of this period, the balance shall be fully cleared and rendered ineligible for API access, without any entitlement to a refund.

4. Termination and Post-Termination Obligations. Failure to comply with any of the above clauses shall constitute a material breach by Customer and Section 13.3 of the DaaS Agreement shall be applicable.