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(v.1 27 February 2019)

Please review these terms and conditions (“Terms”) carefully. By accessing or using Services offered by PatSnap (UK) Limited (“PatSnap”), Customer is confirming that they have read, understand and accept these Terms. 

These Terms can be updated from time to time. Customer is responsible for regularly reviewing the most current version of these Terms, which is published at: https://www.patsnap.com/terms-of-service. Continued use of the Services after any changes to these Terms will constitute Customer’s consent to such changes. 

These Terms apply to PatSnap Services accessed through the PatSnap website (“the Services”). 

By using the Services, Customer confirms that they: 

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

  1. accept and will comply with these Terms; 
  2. If using the Services as a representative of an organization, shall have the power to enter into legally binding agreements for the organization; and
  3. are responsible for anyone that uses the Services through your account, such as your employees, consultants or contractors (“Authorized Users”). 

 

  1. Terminology 

Terms that have a special meaning are capitalized. While some terms are defined elsewhere, this section sets out the definitions of some key terms. 

     

“Affiliates”

means in the case of Customer, where Customer is a Company, any subsidiary that is directly or indirectly controlled by Customer entity entering into this Agreement, and in the case of PatSnap any subsidiary that is directly or indirectly controlled by PatSnap, where “control” means direct or indirect ownership or control of more than 50% of the voting interests of the contracting entity.

“Authorised Users”

 

means, those individuals (up to the agreed number of users set out in an order form) nominated by Customer to access the Services under the Terms, who shall at all times be a Customer’s employee, officer, authorized contractor or an employee, officer or authorized contractor of Customer’s affiliates.

Content

is a generic term that means all information and data (such as text, images, photos, videos, audio and documents) in any format that is uploaded to, downloaded from or appears in the Services.

Customer

means the person or legal entity accessing or using the Services. For the avoidance of doubt, if access to or use of the Services is on behalf of a company (such as your employer) or another legal entity, “Customer” means the company or other legal entity that use of the Services is on behalf of. 

Services

means the online services, accessible via our websites, such as patsnap.com (and all its current and future subdomains and any regional equivalents), and where no payment is requested, shall include free of charge services but does not include (a) our generally available services, which are governed by different terms; or (b) consultancy and professional services that you purchase or use in connection with our services. 

 

  1. PatSnap’s Services

    • Subject to the rest of these Terms, Customer is permitted to access and use the Services for Customer’s own internal business purposes and may:

      1.1 access and use the Services;

      2.1.2 download, print and/or store copies of reports contained in the Services;

      2.1.3 print extracts from the Services;

 

2.1.4 use the Content in internal or external business reports circulated to Customer’s employees, officers or partners.

  • Customer shall not (and shall ensure that Authorised Users shall not):

 

2.2.1 use or access the Services in any other way or for any other purpose than that set out in clause 2.1;

2.2.2 attempt to reverse engineer, decompile, or otherwise interfere with the Services;

 

2.2.3 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;

2.2.4 resell, sub-licence, rent, lease, transfer or assign the intellectual property rights of PatSnap, its Affiliates or any third party licensors in the Services (in whole or in part) to any other person. 

  • PatSnap may change the Services, such as by changing, adding or removing features at any time, for any reason. PatSnap may or may not provide notice of those changes to Customer. PatSnap will not be liable to you or any third party for the modification, price change, suspension or discontinuance of any of our Services.
  1. Service Use Rules

Customer must comply with all applicable laws and regulations in its use of the Services. If PatSnap reasonably believes that Customer has breached any applicable law or regulation, PatSnap may, at any time and without notice, restrict or terminate Customer’s account or Customer’s access to the Services. 

  1. Account Information

Customer is responsible for the completeness, security, confidentiality and accuracy of the account information provided to PatSnap. Customer will promptly notify PatSnap of any unauthorized access to or use of Customer’s log-in credentials or account. 

  1. Data Protection & the GDPR

    • In this Clause, the following terms shall have the meanings given in Regulation 2016/679 (the General Data Protection Regulation) (“GDPR”), together with any relevant national implementing or supplement legislation, ("Applicable Data Protection Law"): "controller", "processor", "personal data", "data subject" and "processing" (and "process").
    • If PatSnap, as a processor, processes personal data under these Terms (the "Personal Data"), PatSnap shall only process the personal data solely as is necessary to perform its obligations under these Terms and strictly in accordance with Customer’s instructions (the "Permitted Purpose").
    • PatSnap shall, if it transfers the personal data outside any country, ensure the transfer is in compliance with Applicable Data Protection Law.
    • PatSnap shall ensure that any person it authorises to process the personal data (including its staff, agents and subcontractors) shall be subject to a strict duty of confidentiality and that they shall only process the personal data for the Permitted Purpose, subject to terms no less onerous than those set out in these Terms.
    • PatSnap shall implement appropriate technical and organisational measures to protect the personal data, (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorised disclosure of, or access to the Personal Data (a "Security Incident"). If PatSnap becomes aware of a Security Incident, PatSnap shall inform Customer without undue delay and shall provide all such timely information and cooperation as Customer may require in order for Customer to fulfil its data breach reporting obligations under Applicable Data Protection Law.  PatSnap shall further take all such measures and actions as are necessary to remedy or mitigate the effects of the Security Incident and shall keep Customer informed of all developments in connection with the Security Incident.
    • PatSnap shall provide all reasonable and timely assistance to Customer to enable Customer to respond to: (i) any request from a data subject to exercise any of its rights under Applicable Data Protection Law; and (ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the processing of the personal data.
    • Upon termination or expiry of these Terms, PatSnap shall (at Customer's option) destroy or return to Customer all the personal data in its or a sub-contractor's possession or control.
  2. Confidentiality

    • Confidential Information for the purposes of this clause shall mean information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information.
    • Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms. A party’s Confidential Information shall not be deemed to include that which:

      • is or becomes publicly known other than through any act or omission of the receiving party;
      • was in the other party’s lawful possession before the disclosure;
      • is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
      • is independently developed by the receiving party, which independent development can be shown by written evidence; or
      • is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
    • Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Licence Agreement.
    • Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of these Terms. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
    • No party shall make, or permit any person to make, any public announcement concerning this Licence Agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority, any court or other authority of competent jurisdiction.
    • This Clause 6 shall survive termination or expiry of these Terms, however arising.

 

  1. Intellectual Property 
  • The intellectual property rights (including but not limited to patents, copyright, database right, trade secrets, trade names, services marks, trade marks or any other rights or licenses) in the Services are protected by any applicable intellectual property laws.
  • Customer acknowledges and agrees that PatSnap, its Affiliates and/or third party licensors are the owners of the intellectual property rights in the Services. All product and company names and logos contained within the Services are the trademarks, service marks or trading names of their respective owners. Except as expressly stated herein, these Terms do not grant Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, service marks, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.
  • PatSnap grants Customer a non-exclusive and non-transferable licence to access and use the Services in accordance with these Terms. Customer undertakes to comply with these Terms and ensure that Authorised Users do likewise.
  • Patsnap may identify you as a customer, and may use your name and logo on our website or in our customer list, blogs, and other public communications. To request removal of this identification, please notify us in writing at support@patsnap.comor Patsnap’s address set out in section 12.10.

 

  1. Cancellation and Termination of Services 
  • In consideration of the mutual obligations set out in these Terms, PatSnap will supply the Services and make them available to Customer for the term.
  • PatSnap may immediately terminate these Terms on written notice if:

    • Customer is or becomes a competitor of PatSnap; or
    • Customer sells, sub-licences, provides, discloses or transmits any of the Content to any of PatSnap’s competitors.
  • Either party may immediately terminate these Terms on written notice if:

    • the other party commits a material breach of these terms in which the breach is irremediable or if such breach is remediable, it fails to remedy the breach within 30 days after being notified in writing to do so; or
    • the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986.
  • Upon termination or expiration of these Terms: 
  • All Customer’s rights and licences to access and use the Services shall immediately cease;
  • Customer shall ensure that all Authorised Users immediately cease using any access credentials to the Services; and
  • any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms which existed at or before the date of termination shall not be affected or prejudiced.
  1. Disclaimer of Warranties and Limitation of Liability

    • The Services are provided on an “as is” basis. PatSnap makes no warranty, condition, representation or guarantee of any kind, whether express, implied, statutory or otherwise, including all express or implied warranties of design, merchantability, fitness for a particular purpose, title, quality and non-infringement, that the Services will meet Customer’s requirements or that the Services will always be available, accessible, uninterrupted, timely, secure, accurate, complete or error-free. Customer agrees to use the Services at their own risk. Customer releases PatSnap and all PatSnap Affiliates and the directors, officers, employees, agents, licensors and service providers of PatSnap (the “PatSnap Parties”) from any claims, known or unknown, Customer has against them.
    • Each party warrants to the other that it has authority to enter into these Terms and that the entering into these Terms and the performance of its obligations under it will not violate any applicable law or regulation.

    • PatSnap will not be liable for indirect, punitive, incidental, special, consequential or exemplary damages, or for loss of profits, goodwill or data or other intangible losses, that result from the use of, or inability to use, the Services or any other aspect of these Terms. Under no circumstances will PatSnap be liable for any activities of third parties, any connection to or transmission from the Internet, or for any damage, loss or injury resulting from hacking, tampering, theft or other unauthorized access to or use of the Services or Customer account or the information contained in the Customer’s account, including Content.
    • PatSnap’s aggregate liability to Customer for all losses or damages arising out of these Terms or Customer’s use of the Services, even if PatSnap has been advised of the possibility of such losses, will not exceed USD$100. The limitations of liability in this section also apply to the PatSnap Parties and to claims brought based on any cause of action, including breach of contract, tort (including negligence), statute or other legal or equitable theory. If there is a law that limits how the limitation of liability in this section applies to Customer, PatSnap liability will be limited to the fullest extent permitted by law.
    • No advice or information, whether oral or written, obtained from PatSnap or elsewhere will create any warranty or condition not expressly stated in these Terms.

    • If Customer is dissatisfied with the Services or believe that Customer has been harmed by the use of the Services or these Terms, Customer may terminate the use of the Services. Such termination is the sole and exclusive remedy (and PatSnap’s sole and exclusive liability) under the terms.
  2. Claims and Disputes

 The laws of England will govern any dispute, cause of action or claim arising out of these Terms or Customer’s use of the Services, including against PatSnap (“Dispute”), without giving effect to conflict-of-law principles.

  • Customer will indemnify and hold harmless the PatSnap Parties from and against all losses, damages, penalties, liability and costs, including reasonable legal fees, of any kind or nature related to any third party claim against PatSnap related to Customer’s breach of any laws or regulations.
  • If Customer breaches these Terms or violates any PatSnap right or another person’s rights, PatSnap may ask a court to stop Customer and if PatSnap bring a claim against Customer, Customer will reimburse PatSnap for all reasonable legal fees for that claim.
  1. Miscellaneous

Export Compliance. Customer will not use or access the Services if Customer is located in any jurisdiction in which the provision of our Services is prohibited under British, Canadian, U.S. or other laws (a “Prohibited Jurisdiction”) and Customer will not provide access to the Services to any government, entity or individual located in any Prohibited Jurisdiction. Customer confirms that they are not named on any British, Canadian or U.S. government list of persons or entities prohibited from transaction with any British, Canadian or U.S. person; (b) Customer is not a national of, or a company registered in, any Prohibited Jurisdiction; (c) Customer will not allow any person to access or use the Services in violation of any British, Canadian, U.S. or other export embargoes, prohibitions or restrictions; and (d) Customer will comply with all laws regarding the transmission of data exported from the country in which Customer is located to Britain, Canada and the United States.

  • PatSnap may change any part of these Terms (including any terms or documents incorporated herein by reference) at any time by posting the revised terms on the PatSnap website, and Customer’s use of the Services after the effective date of the updated Agreement or other terms constitutes agreement to the updated terms, as applicable. It is important for Customer to review these Terms before using the Services and from time to time. The updated terms will be effective as of the time of posting, or on such later date as may be specified in the updated terms, and will apply to Customer’s use of the Services from that point forward.
  • Customer may not assign its rights under these Terms to anyone else. PatSnap may assign its rights to any other individual or entity.
  • If a court finds part of these Terms to be invalid, the rest will continue to apply with the minimum changes required to remove the invalid part.
  • Force Majeure. PatSnap will not be liable to Customer or any third party for any failure to perform its obligations under these Terms if that failure results from any cause beyond our control, such as the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks or other acts of hackers; Internet or network failures or interruptions; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lockouts or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.
  • These Terms do not confer any rights on any person or party not a signatory to this Licence Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.

 

  • If PatSnap fails to enforce these Terms, PatSnap are not waiving their right to do so. Any remedies PatSnap have under these Terms are not exclusive of any other remedies PatSnap may have under these Terms, at law or otherwise.

 

  • PatSnap may give notice to Customer by contacting Customer or Customer’s users through the Customer’s account or contact information provided, such as email. If Customer fails to maintain accurate account information, such as contact information, Customer may not receive critical information about our Services or these Terms.For any notice to PatSnap that Customer gives under or regarding these Terms, shall be sent by email to legal@patsnap.com with a duplicate copy sent via registered mail to the following address: PatSnap (UK) Limited, Second and Third Floors, Building 11 Chiswick Park, 566 Chiswick High Road, London, England, W4 5YS. Attention: Legal Department. 
  • Entire Agreement. These Terms are the complete agreement regarding the subject matter herein and replace any prior oral or written communications, negotiations, representations, or statements between the parties. These Terms supersede any terms printed on Customer’s purchasing documents (if any). Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into these and that party's only remedies shall be for breach of contract as provided in these Terms. This clause shall not exclude liability in respect of any fraud or fraudulent misrepresentation.