Last updated September 30th, 2018
- 1. General
- IPQUANTS means ipQuants AG, Industriestrasse 2, 8207 Schaffhausen, Switzerland.
IPQUANTS PLATFORM or PLATFORM or Services means the online, web-based application and platform service generally made available to the public via www.ipQuants.com and respective sub-domains by IPQUANTS and/or other designated websites, including associated offline components and support service, which provide the USER access to IPQUANTS CONTENT.
IPQUANTS CONTENT means any information, database, documents, data, and any other material provided via the PLATFORM or by IPQUANTS in any other form, including, but not limited to, via newsletter, direct communication with IPQUANTS employees.
CUSTOMER or You or Your means the customer entity which has contracted to purchase subscriptions to use PLATFORM subject to the conditions of these terms.
USER or USERS means Your employees, representatives, consultants, contractors or agents who are authorized to use the PLATFORM subject to the terms of this agreement as a result of a subscription to IPQUANTS PLATFORM having been purchased for such User, and have been supplied user identifications and passwords by You (or by IPQUANTS at Your request).
- 2. License and Permitted Use
- Any CUSTOMER of PLATFORM and IPQUANTS CONTENT is granted only a non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable, limited license to access and use the PLATFORM and IPQUANTS CONTENT in accordance with these terms and conditions. All IPQUANTS CONTENT provided by IPQUANTS is licensed and not sold or assigned.
- IPQUANTS reserves all rights, title and interested in and to the PLATFORM and IPQUANTS CONTENT, including all intellectual property rights. No rights are granted to You hereunder other than as expressly set forth in these terms. IPQUANTS may terminate this license at any time for any reason.
- Each USER subscription to PLATFORM shall entitle one USER to access and use the PLATFORM, subject to the terms of this agreement. USER subscriptions cannot be shared or used by more than one USER.
You shall use the PLATFORM and IPQUANTS CONTENT solely for Your internal business purposes and shall not license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the PLATFORM or its the IPQUANTS CONTENT available to any third party, other than the USER or as otherwise contemplated by these terms or as agreed in writing with IPQUANTS.
You shall not (i) modify, copy or create derivative works based on the PLATFORM or IPQUANTS CONTENT; (ii) frame or mirror any content forming part of the PLATFORM or IPQUANTS CONTENT, other than for Your own internal business purposes; (iii) reverse engineer the PLATFORM or IPQUANTS CONTENT; or (iv) access the PLATFORM or IPQUANTS CONTENT in order to (1) build a competitive product or service, or (2) copy any ideas, features, functions or graphics of the PLATFORM or IPQUANTS CONTENT.
CUSTOMER shall agree to appropriate use of PLATFORM and IPQUANTS CONTENT, and in particular the following is strictly prohibited: (1) under NO circumstances is CUSTOMER and USERS permitted to use “robots” or “web crawlers” or similar (automated) software technology to automatically access and/or download the PLATFORM and/or IPQUANTS CONTENT; (2) download of the IPQUANTS database or significant segments thereof; (3) enable any third party, such as a client of CUSTOMER, access to PLATFORM and/or IPQUANTS CONTENT.
You may not copy, print, publish, distribute, publicly disclose, forward, or in any other way share (collectively “Share” or “Sharing”) IPQUANTS CONTENT or the PLATFORM with others. You may Share individual IPQUANTS datapoints obtained from IPQUANTS CONTENT privately with a colleague or client (collectively "Recipient(s)") during legal counselling of a specific legal matter and such that the Sharing is not conducted in order for the colleague or client to avoid payment of subscription fees to IPQUANTS. Under no circumstances shall you Share more than three (3) individual IPQUANTS datapoints per calendar quarter with more than three (3) Recipients.
IPQUANTS may grant exceptions to the Sharing restrictions as outlined above on a case-by-case basis. Please contact IPQUANTS under CS@ipQuants.com for permission or when in doubt if your potential Sharing action is in line with the Sharing restrictions.
Any improper usage of PLATFORM and/or IPQUANTS CONTENT will be deemed abuse and will result in suspension and/or cancellation of CUSTOMER access to IPQUANTS and/or further measures as IPQUANTS may seem fit to protect its PLATFORM, IPQUANTS CONTENT and intellectual property rights.
- 3. Content on IPQUANTS
- PLATFORM utilizes third parties’ products and services to enable the services and/or to provide the IPQUANTS CONTENT (for example, we obtain patent publications via, among others, the European Patent Office). IPQUANTS is under no circumstances responsible for the content of any of these third party products or services, nor is IPQUANTS responsible for their completeness or accuracy.
IPQUANTS DOES NOT WARRANT OR GURANTEE THE ACCURACY, COMPLETENESS, QUALITY, MERCHANTABILIY, FITNESS OR NON-INFRINGEMENT OF ANY OF PLATFORM AND/OR IPQUANTS CONTENT.
CUSTOMER acknowledges use of PLATFORM and IPQUANTS CONTENT at its own risk.
- 4. Links
- When using IPQUANTS, CUSTOMER may be linked to third-party web sites or services that are not owned or controlled by IPQUANTS. IPQUANTS has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. You further acknowledge and agree that IPQUANTS shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.
- 5. IPQUANTS ACCOUNT CREATION
- When You create an account with IPQUANTS, You must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our PLATFORM.
You are responsible for safeguarding the password that You use to access the PLATFORM and for any activities or actions under your password, whether your password is with our PLATFORM or a third-party service.
You agree not to disclose your password to any third party. You must notify IPQUANTS immediately upon becoming aware of any breach of security or unauthorized use of Your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trade mark that is subject to any rights of another person or entity other than you without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
- 6. LIMITATIONS OF USE
- Besides the Sharing restrictions outlined in Section 2 above, number of report credits as indicated under each USER account in IPQUANTS.COM is limited according to the purchased subscription model or, in case of a subscription model with unrestricted report credits, to fair use of 50 report credits per USER and per month (re BoA Insights module). Download of data is likewise limited to fair use, or 50 downloads per USER and per month. Report creation and downloading that exceeds these limits can result in PLATFORM access restrictions if determined as abuse and can result in suspension or cancellation of CUSTOMER access to PLATFORM. IPQUANTS reserves the right to amend the limits for both report credits and downloads from time to time without notice.
- 7. FEES AND PAYMENTS
- Some parts of the Services are billed on a subscription basis ("Subscription(s)"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan You select when purchasing a Subscription.
At the end of each Billing Cycle, Your Subscription will automatically renew under the exact same conditions unless you cancel it or IPQUANTS. cancels it. You may cancel Your Subscription renewal either through Your online account management page or by contacting IPQUANTS customer support team.
A valid payment method, including credit card or PayPal, is required to process the payment for Your Subscription. You shall provide IPQUANTS with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize IPQUANTS to charge all Subscription fees incurred through Your account to any such payment instruments.
Should automatic billing fail to occur for any reason, IPQUANTS will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
CUSTOMER shall pay all fees specified in any order forms. Except as otherwise specified herein or in an order form, (i) fees are quoted and payable in United States dollars, (ii) fees are based on services purchased and not actual usage, (iii) payment obligations are non-cancellable and fees paid are non-refundable, and (iv) the number of user subscriptions purchased cannot be decreased during the relevant subscription term stated on the order form.
CUSTOMER will provide IPQUANTS with a valid purchase order or alternative document reasonably acceptable to IPQUANTS. IPQUANTS will invoice CUSTOMER in advance or otherwise in accordance with the relevant order form. Unless otherwise stated in the order form, invoiced charges are due net 14 days from the invoice date. CUSTOMER is responsible for maintaining complete and accurate billing and contact information.
If any charges are not received from CUSTOMER by the due date, then at IPQUANTS discretion, such charges may accrue late interest at the rate of 1% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. If any amount owing by CUSTOMER under this or any other agreement is 30 or more days overdue, IPQUANTS may, after sending CUSTOMER at least one payment reminder, suspend IPQUANTS services to CUSTOMER until such amounts are paid in full.
Unless otherwise stated, IPQUANTS fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, " Taxes"). CUSTOMER is responsible for paying all Taxes associated with CUSTOMER purchases hereunder. If IPQUANTS has the legal obligation to pay or collect Taxes for which CUSTOMER is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by CUSTOMER, unless CUSTOMER provides IPQUANTS with a valid tax exemption certificate authorized by the appropriate taxing authority.
CUSTOMER must notify IPQUANTS about any payment problems or discrepancies within 60 days after they first appear on the statement CUSTOMER receive from CUSTOMER bank or statement provided by IPQUANTS, as the case may be. If CUSTOMER does not bring such problems or discrepancies to IPQUANTS attention within 60 days, CUSTOMER agrees to waive the right to dispute such problems or discrepancies.
- 9. TERM AND TERMINATION
- The initial term of this agreement shall commence on the start date of the subscription, and continue for the subscription duration save as otherwise provided for in the agreement (“Initial Term”). After the Initial Term, the agreement shall automatically renew for subsequent subscription periods (“Renewal Term”) unless either party gives the other party written notice of termination with at least thirty (30) days prior to the end of the Initial Term or the Renewal Term, as the case may be.
Notwithstanding the foregoing, IPQUANTS may terminate this agreement with thirty (30) days prior written notice to the CUSTOMER.
Subscriptions may be cancelled by CUSTOMER as the user at any time with the cancellation effective at the end of the next billing cycle, so there will be no refunds of any kind or any other payment from IPQUANTS to CUSTOMER upon termination of CUSTOMER subscriptions. All applicable provisions of the agreement will survive termination of this agreement.
- 10. Intellectual Property Rights
- Parts and/or elements of PLATFORM and IPQUANTS CONTENT and Services are protected by patent, design, trademark, copyright, trade dress, trade secret, database right and/or other intellectual property (rights) owned or licensed by IPQUANTS and/or IPQUANTS partners, and may not be copied, imitated or reproduced in whole or in part.
You agree that IPQUANTS shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into any current or future IPQUANTS products and services any suggestions, enhancement requests, recommendations or any other feedback provided by You or Your USERS to IPQUANTS.
- 11. Indemnification
- CUSTOMER agrees to defend, indemnify and hold harmless IPQUANTS and any of its vendors, suppliers, licensors, licensees, owners, directors, officers, agents, attorneys, investors, consultants and employees from and against any and all third party claims and all liabilities, assessments, losses, costs or damages resulting from or arising out of or related to (i) any breach by CUSTOMER or USERS of any term or condition of this agreement, and/or (ii) any allegation that any content or other material CUSTOMER or USERS submitted or transmitted to IPQUANTS infringes, misappropriates or otherwise violates the copyright, trademark, trade secret, patent or other intellectual property rights of any party. If any such action shall be brought against any indemnified party, they shall notify You in writing and You shall assume and control the defense and settlement of each such action, including the employment of counsel and payment of all expenses. IPQUANTS reserves its right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event you will cooperate with us in asserting any available defenses.
- 12. Amendments and Modifications
- IPQUANTS reserves the right, in its sole discretion, to supplement, modify or discontinue any or all aspect(s) of PLATFORM and/or IPQUANTS CONTENT, including, without limitation, restricting the times or means of access to IPQUANTS.COM. IPQUANTS also reserves the right, in its sole discretion, to modify these terms in any manner and to adopt additional terms or conditions governing CUSTOMER and/or USERS access and use of PLATFORM and/or IPQUANTS CONTENT, and the terms and conditions related to the access and use of PLATFORM and/or IPQUANTS CONTENT, at any time, without prior notice. The terms of any such amendment to this agreement shall become effective immediately upon posting of such terms on IPQUANTS.COM, and Your or USERS use of IPQUANTS.COM web site on or after such effective date shall constitute acceptance of such amended terms.
- 13. Disclaimer of Warranties
- IPQUANTS PROVIDES PLATFORM AND IPQUANTS CONTENT “AS IS”, “with all faults” and “as available.” CUSTOMER USE OF PLATFORM AND IPQUANTS CONTENT IS AT CUSTOMER OWN RISK. IPQUANTS MAKES NO EXPRESS WARRANTIES OR GUARANTEES ABOUT PLATFORM OR ANY OF IPQUANTS CONTENT TO THE EXTENT PERMITTED BY LAW, IPQUANTS DISCLAIMS IMPLIED WARRANTIES THAT PLATFORM, IPQUANTS CONTENT AND ANY IPQUANTS SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, TIMELY, RELIABLE, NON-INFRINGING OR THAT THE WEB SITE IPQUANTS.COM OR THE SERVER(S) ON WHICH THEY ARE HOSTED ARE FREE OF VIRUSES, BUGS OR OTHER HARMFUL COMPONENTS. IPQUANTS DOES NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM CUSTOMER USE OF PLATFORM, IPQUANTS CONTENT AND ANY IPQUANTS SERVICES, INCLUDING ANY SUPPORT SERVICES, WILL BE EFFECTIVE, RELIABLE, ACCURATE OR MEET CUSTOMER REQUIREMENTS. IPQUANTS DOES NOT GUARANTEE THAT CUSTOMER WILL BE ABLE TO ACCESS OR USE PLATFORM, IPQUANTS CONTENT OR IPQUANTS SERVICES AT TIMES OR LOCATIONS OF CUSTOMER CHOOSING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY IPQUANTS REPRESENTATIVES SHALL CREATE A WARRANTY.
Every effort is made to assure that all information published via PLATFORM is correct. However, IPQUANTS disclaims any liability for errors or omissions in the services and as a subscriber You assume the risk of possible errors or omissions. No legal advice is intended or offered by IPQUANTS in making any of the IPQUANTS CONTENT available, and IPQUANTS disclaims any and all liability related to any decision taken by a party in reliance upon the IPQUANTS CONTENT.
- 14. Limitation of Liability
- IPQUANTS SHALL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM CUSTOMER USE OF PLATFORM AND/OR IPQUANTS CONTENT. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOST REVENUE, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE, COMPUTER INFECTION, OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF IPQUANTS KNEW OR SHOULD HAVE KNOWN THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, IPQUANTS LIABILITY IN SUCH JURISDICTION SHALL BE LIMITED TO THE MAXIMAL EXTENT PERMITTED BY LAW.
IN NO EVENT SHALL IPQUANTS CUMULATIVE LIABILITY TO CUSTOMER FOR ANY AND ALL CLAIMS RELATING TO THE USE OF PLATFORM AND/OR IPQUANTS CONTENT EXCEED THE LESSER OF USD 50 OR TOTAL AMOUNT CUSTOMER PAID IPQUANTS IN THE TWELVE MONTHS PRECEDING THE INCIDENT.
- 15. Mediation, Severability, Governing Law and Jurisdiction
- Any dispute, controversy or claim arising out of or in relation to these terms, including the validity, invalidity, breach or termination thereof, shall be submitted to mediation, if so chosen by IPQUANTS.
The seat of the mediation shall be in Zurich, Switzerland, unless IPQUANTS selects are different location.
The mediation proceedings shall be conducted in ENGLISH.
This Agreement shall be governed and interpreted pursuant to the laws of Switzerland, notwithstanding any principles of conflicts of law.
If any part of this Agreement is deemed unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of remaining provisions.
- 16. Assignment and Entire Agreement.
- IPQUANTS may assign this agreement at any time without notice to CUSTOMER. CUSTOMER may not assign this agreement to anyone else.
This Agreement, including all exhibits and addenda hereto and all order forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.