PatSnap Professional Services Short Form Terms
v.1 August 2020
These PatSnap Professional Services Short Form Terms (“PS Short Form”) govern your acquisition of PatSnap Professional Services ordered and agreed via Email with a PatSnap representative. By agreeing via Email that you wish to engage the agreed Professional Services and providing your invoicing details, you agree to the terms of this PS Short Form. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity. If you do not have such authority, or if you do not agree with these terms, you must not commit via email to purchase Professional Services.
It is agreed:
The following terms shall have the following meanings:
1.1 “Deliverables” means the specific Professional Services.
1.2 “Effective Date” means the date of the Email that confirms the Professional Services to be purchased by you and provided by PatSnap together with the applicable Fee.
1.3 Email shall specifically refer to the email from a PatSnap representative setting out the Professional Services to be provided to you together with the applicable Fee and the email from you in reply that confirms your acceptance of the Professional Services and the applicable Fee providing your invoicing details.
1.4 “Fee” shall be the amount agreed as payable for the Professional Services in the Email.
1.5 Professional Services” means Platform Services, Training Services, Search Services, and/ or Research Services provided by PatSnap, where more specifically, Training Services are ad hoc services which are provided by PatSnap on an hourly basis and Platform Services, Search Services and Research Services are services where PatSnap conducts specific research in accordance with Customer requirements as agreed via email.
1.6 “Services Data” means all data owned or licensed by PatSnap within PatSnap products and services used to provide the Professional Services.
These terms shall apply from the Effective Date for the duration of the provision of the Professional Services.
3. Professional Services
You agree that the Deliverables to be performed by PatSnap are as set out in the Email. If applicable, while on Customer premises to perform Professional Services, PatSnap personnel shall comply with reasonable Customer rules and regulations regarding safety, security, and conduct made known to PatSnap, and will at Customer’s request promptly remove from the project any PatSnap personnel not following such rules and regulations. You may: (i) use extracts of the Services Data in presentations, speeches or marketing material or other documentation, provided always that PatSnap’s copyright notice, trade name(s), trademark(s) and other intellectual property rights shall be displayed prominently in such distribution of the Services Data; and (iv) use the Services Data for internal business purposes, which shall include distribution to Customer employees, officers, and partners.
PatSnap warrants that the Professional Services will be performed in a good and workmanlike manner consistent with applicable industry standards. As your sole and exclusive remedy and PatSnap’s entire liability for any breach of the foregoing warranty, PatSnap will, at its sole option and expense, promptly re-perform any Professional Services that fail to meet this warranty or refund to you the Fee paid for the non-conforming Professional Services.
You shall pay PatSnap the Fee set out in the Email within thirty (30) days of date of invoice. Except as otherwise specifically provided in this Agreement, the Fee paid and payable to PatSnap hereunder are non-cancellable and non-refundable. If Customer fails to pay any amounts due under this Agreement by the due date, in addition to any other rights or remedies it may have under this Agreement or by matter of law, (i) PatSnap reserves the right to suspend the performance of remaining Professional Services until such amounts are paid in full, (ii) PatSnap will have the right to charge interest at a rate equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law until Customer pays all amounts due; provided that PatSnap will not exercise its right to charge interest if the applicable charges are under reasonable and good faith dispute and Customer is cooperating diligently to resolve the issue; and (iii) PatSnap will have the right to recover all agency fees and other reasonable costs incurred by PatSnap in recovering any unpaid Fee. The Fee does not include any local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). You are responsible for paying all Taxes associated with its purchases hereunder (excluding taxes based on PatSnap’s net income or property) unless you provide PatSnap with a valid tax exemption certificate authorized by the appropriate taxing authority.
6.1 We may both during the course of the provision of Professional Services receive, and have access to, information of the other 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, and in the case of you, all search queries and search terms you provide for the purposes of the Professional Services to be provided (“Confidential Information”). 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.
6.2 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 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.
7. Intellectual Property
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, and the Deliverables, including all related intellectual property rights inherent therein. With respect to the Deliverables, PatSnap grants you a worldwide, non-exclusive, non-transferable, non-sublicensable right to use the Deliverables solely for your internal business purposes. No rights are granted to you hereunder other than as expressly set out in this Agreement.
8. Independent Contractor
PatSnap reserves the right to subcontract the provision of certain elements of the Professional Services in its sole discretion to dedicated third parties with who it has a contractual business relationship
9. Compliance with Laws
10. Force Majeure
If the performance of any obligation under these terms (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. Limitation of Liability
In no event will either party’s (or PatSnap’s third party licensors’) be responsible or liable with respect to any subject matter of these terms under 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. In no event shall the aggregate liability of each party together with all of its affiliates arising out of or related to these terms exceed the total amount paid by you and your affiliates for the Professional Services giving rise to the liability The foregoing limitation shall apply whether an action is in contract or tort and regardless of the theory of liability, but will not limit your or your affiliates’ payment obligations under the ‘Payment’ section above.
12.1 Subject to Section 12.3, PatSnap will defend you from any and all claims, demands, suits or proceedings brought against you by a third party alleging that the Professional Services, as provided by PatSnap under these terms infringe any patent, copyright, or trademark or misappropriate any trade secret of any third party (each, an “Infringement Claim”). PatSnap will indemnify you for all damages, costs, 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 PatSnap, in connection with an Infringement Claim. In the event of any such Infringement Claim, PatSnap may, at its option: (i) obtain the right to permit you to continue using the Professional Services, (ii) modify or replace the relevant portion(s) of the Professional Services with a non-infringing alternative having substantially equivalent performance within a reasonable period of time, or (iii) terminate these terms as to the infringing Professional Services and refund to you any prepaid, unused Fee for such infringing Professional Services. Notwithstanding the foregoing, PatSnap will have no liability for any Infringement Claim of any kind to the extent that it results from: (1) modifications to any part of the Professional Services made by a party other than PatSnap, (2) the combination of the Professional Services with other products, processes or technologies (where the infringement would have been avoided but for such combination), or (3) your use of the Professional Services other than in accordance with these terms. The indemnification obligations set forth in this Section 13.1 are PatSnap’s sole and exclusive obligations, and your sole and exclusive remedies, with respect to infringement or misappropriation of third party intellectual property rights of any kind.
12.2 Subject to Section 12.3, you will defend PatSnap from any and all claims, demands, suits or proceedings brought against PatSnap by a third party alleging a violation of a third party’s rights arising from your use of the Services Data. You will indemnify PatSnap for all damages, costs, 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 you.
12.3 Indemnity Requirements. The party seeking indemnity under this Section 12.3 (“Indemnitee”) must give the other party (“Indemnitor”) the following: (a) prompt written notice of any claim for which the Indemnitee intends to seek indemnity, (b) all cooperation and assistance reasonably requested by the Indemnitor in the defense of the claim, at the Indemnitor’s sole expense, and (c) sole control over the defense and settlement of the claim, provided that the Indemnitee may participate in the defense of the claim at its sole expense.
13. Governing Law
This 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 Agreement, the party’s consent to exclusive jurisdiction and venue of the courts of England. In any action to enforce this Agreement the prevailing party will be entitled to costs and attorneys’ fees.
Severability. In the event that any of the provisions of this Agreement shall be held by a court 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. Non-Waiver. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the party against whom it is sought to be enforced. Failure or delay by either party to enforce any rights under this Agreement will not be construed as a waiver of such rights, and a waiver by either party of a default in one or more instances will not be construed as a continuing waiver or as a waiver in other instances. Entire Agreement; Amendments. These terms and the Email 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. The parties agree that any terms stated in your purchase order or in any other of your order documentation is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) these terms, and (2) the Email. Any failure to enforce any provision of these terms shall not constitute a waiver thereof or of any other provision.