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Terms and Conditions

Effective: This policy is effective from June 11th, 2025.

Latest update: May 16th, 2025

1. Definitions IPQUANTS means ipQuants AG, Bahnhofstrasse 28, 8200 Schaffhausen, Switzerland.

PLATFORM means the suite of online, web-based applications and platform services provided by IPQUANTS, including but not limited to the Qthena solution. The PLATFORM is accessible via www.app.ipQuants.com, and its sub-domains, and/or other designated domains. The PLATFORM encompassess multiple components:

i. Qthena Digital Cockpit: A feature set within the PLATFORM that enables document review, annotation, and management, primarily focused on public patent documents.

ii. Analytics and Big Data Features: Tools that allow users to query IPQUANTS’ proprietary datasets, statistics, and analytics without uploading their own content.

iii. Generative AI-Powered Functionality: Currently referred to as AskQthena, this component leverages advanced AI technologies, such as Large Language Models (LLMs) provided by, among others, OpenAI API, Microsoft Azure OpenAI API and Google Gemini API, to support document analysis, summarization, drafting, and interactive document queries.

IPQUANTS CONTENT means any information, databases, documents, data, and other material provided by IPQUANTS through the PLATFORM or by any other means, including but not limited to newsletters or direct communications from IPQUANTS employees

CUSTOMER or You or Your means the customer entity that has entered into an agreement with IPQUANTS to purchase subscriptions to access and use the PLATFORM, subject to these Terms

CUSTOMER CONTENT means any information, databases, documents, data, and other material that the CUSTOMER or USERS input into the PLATFORM, including any output generated through the use of the generative AI-powered functionality (e.g., AskQthena)

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).

PUBLICLY AVAILABLE CONTENT means any information, database, documents, data, and any other material provided via the Platform which is publicly available.

DISTRIBUTOR means an authorized third-party entity that has entered into a distribution agreement with IPQUANTS to market, sell, or provide access to the PLATFORM and associated services under the terms agreed between the DISTRIBUTOR and the CUSTOMER.

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 interest 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 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, (2) copy any ideas, features, functions, or graphics of the PLATFORM or IPQUANTS CONTENT, or (3) store or use the IPQUANTS CONTENT to create an archival or searchable database of the IPQUANTS CONTENT.

CUSTOMER shall agree to appropriate use of PLATFORM and IPQUANTS CONTENT, and agrees that the following activities are strictly prohibited:

1.Under NO circumstances is CUSTOMER and USERS permitted to use “robots”, “AI agents”, or “web crawlers” or similar (automated) software technology to automatically access, analyze 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;

4.Using the PLATFORM for any immoral or illegal activities;

5.Engaging in activities that infringe the CUSTOMER’S internal IT guidelines and policies;

6.Reverse engineering, framing, or mirroring any IPQUANTS product, feature, or data, in particular PLATFORM and IPQUANTS CONTENT;

7.Attempting to gain unauthorized access to the PLATFORM, IPQUANTS CONTENT, IPQUANTS systems, or networks connected to the PLATFORM;

8.Intentionally interfering with or disrupting the integrity or performance of the PLATFORM, IPQUANTS CONTENT or the data contained therein;

9.Using the PLATFORM to transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature;

10.Sharing login credentials or allowing multiple individuals to use a single account.

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.

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 as set out above 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.

AskQthena Content Terms

Your Content: You may provide input to the generative AI-powered functionality of the PLATFORM (“Input”), and receive output based on such Input (“Output”). Input and Output are collectively referred to as “Content.” You are solely responsible for ensuring that Content does not violate any applicable laws or these Terms. You represent and warrant that You have all rights, licenses, and permissions needed to provide Input to the PLATFORM.

Ownership of Content: As between You and IPQUANTS, You retain ownership rights to the Input and any Output generated through AskQthena. To the extent IPQUANTS holds any intellectual property rights in the AskQthena Output generated from your INPUT, IPQUANTS hereby irrevocably assigns, transfers, and conveys all such rights to You.

Similarity of Content: Due to the nature of generative AI, Output may not be unique, and similar or identical Output may be generated for other users. IPQUANTS’ assignment of Output ownership does not extend to Output provided to other users or any third-party generated content.

Accuracy Disclaimer: Generative AI technology is probabilistic and evolving. As a result, Output may not always be accurate, complete, or appropriate. You agree that:

1.Output may not be relied upon as a sole source of truth, factual information, or as a substitute for professional advice.

2.You will evaluate Output for accuracy and appropriateness for Your use case, including through human review as needed.

3.You must not use Output relating to any individual to make decisions that have a legal or material impact on that individual.

4.Output does not necessarily represent the views of IPQUANTS.

Generative AI Handling: IPQUANTS and its Largue Language Model (LLM) API providers (e.g., OpenAI, Microsoft Azure OpenAI, Google Gemini) do not use CUSTOMER data or Input for model training. No Input or Output is used to train or improve the LLM models.

Preserved Anonymity: IPQUANTS uses secure and paid API access to the Large Language Model (LLM) API provider to ensure anonymity. Your Input and Output are never shared in a manner that discloses Your identity to the LLM provider.

API Data Handling: IPQUANTS ensures that no identifiable data, such as email addresses or IP addresses, is sent to the LLM API provider when using the PLATFORM’s generative AI-powered functionality.

3.Content on IPQUANTS

The PLATFORM utilizes third-party products and services to enable the services and/or to provide IPQUANTS CONTENT (e.g., patent publications obtained via third-party providers, such as the Patent Office products). IPQUANTS is not responsible for the content, completeness, accuracy, or quality of any such third-party products, services, or data.

IPQUANTS DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF ANY PART OF THE PLATFORM OR IPQUANTS CONTENT.

CUSTOMER acknowledges that use of the PLATFORM and IPQUANTS CONTENT is at its own risk. Any reliance on third-party content, data, or materials accessed through the PLATFORM is solely at the CUSTOMER’S discretion and responsibility.

4.Links to Third-Party Websites

When using IPQUANTS, CUSTOMER may be linked to third-party websites 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 websites 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 websites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party websites 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 reports accessible is limited according to the subscribed CUSTOMER subscription tier. Download of data is likewise limited to fair use. 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 download limits 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 annually in advance on a recurring basis (“Billing Cycle”), and at the end of each Billing Cycle, Your Subscription will automatically renew under the exact same conditions unless You provide written notice of cancellation at least 60 days prior to the renewal date, or unless IPQUANTS cancels it.

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 EURO, (ii) fees are based on services purchased and not actual usage, (iii) payment obligations are non-cancellable, and fees paid are non-refundable unless these terms specify otherwise, 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 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 and providing a final grace period of 7 days to complete the overdue payment, suspend IPQUANTS services to CUSTOMER until such amounts are paid in full. Overdue amounts may accrue interest at a rate of 1% per month (or the maximum rate allowed by law), from the date payment was due until the date paid.

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 30 days after they first appear on the statement CUSTOMER receives from CUSTOMER’s bank or statement provided by IPQUANTS, as the case may be. If CUSTOMER does not bring such problems or discrepancies to IPQUANTS’ attention within 30 days, CUSTOMER agrees to waive the right to dispute such problems or discrepancies.

8.PRIVACY POLICY

CUSTOMER is aware and agrees that IPQUANTS uses cookies in order to provide IPQUANTS services. PLEASE REVIEW OUR DETAILED PRIVACY POLICY AS PROVIDED ON https://ipquants.com/privacy/ FOR MORE DETAILS.

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 as set out in the relevant Subscription Agreement 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 sixty (60) 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 and CUSTOMER shall be entitled to a pro rata refund of any unused prepaid fees.

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.

Upon any expiry or termination of this Agreement for whatever reason, IPQUANTS shall permanently delete all CUSTOMER accounts, data, and information stored within the PLATFORM. Each Party shall also promptly return to the other Party all equipment, materials, and property belonging to the other Party that the other Party had supplied to it or a member of its Group in connection with this Agreement.

10.Intellectual Property Rights

Parts and/or elements of the PLATFORM, IPQUANTS CONTENT, and Services are protected by patent, design, trademark, copyright, trade dress, trade secret, database rights, and/or other intellectual property rights owned or licensed by IPQUANTS and/or its partners. These rights may not be copied, imitated, or reproduced, in whole or in part, without prior written consent from IPQUANTS.

You agree that IPQUANTS shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, and perpetual license to use, incorporate, or otherwise exploit any suggestions, enhancement requests, recommendations, or other feedback provided by You or Your USERS into any current or future IPQUANTS products or services. Such feedback shall not be considered Confidential Information.

11.Indemnification

11.1 Indemnity by CUSTOMER: CUSTOMER hereby agrees to indemnify, defend, and hold harmless IPQUANTS and its affiliates, distributors, officers, directors, and employees from and against any and all claims, damages, obligations, liabilities, losses, reasonable expenses, or costs (collectively, “Losses”) incurred as a result of any third-party claim arising from:

1.CUSTOMER CONTENT, including the use of CUSTOMER CONTENT by IPQUANTS in accordance with the terms of this agreement, infringes or violates any third party’s Intellectual Property Rights; and/or

2.Customer’s and/or any of its USERS’ use of the PLATFORM for a purpose or in a manner not authorised by this Agreement, which results in an infringement or violation of any third party’s Intellectual Property Rights.

11.2 Indemnity by IPQUANTS: IPQUANTS agrees to indemnify, defend, and hold harmless CUSTOMER, its affiliates, officers, directors, and employees from and against any and all claims, damages, obligations, liabilities, losses, reasonable expenses, or costs (collectively, “Losses”) incurred as a result of any third-party claim arising from any third-party claim or demand alleging that CUSTOMER’s authorized use of the PLATFORM infringes or misappropriates any third party’s Intellectual Property Rights (“IP Claim”). IPQUANTS will indemnify and hold CUSTOMER harmless against any damages and costs finally awarded on such IP Claim by a US or European court of competent jurisdiction or agreed upon in a settlement approved by IPQUANTS.

IPQUANTS’ indemnification obligations under this Section 11.2 shall not apply if:

11.2.1 the PLATFORM (or any portion thereof) was altered without IPQUANTS’ knowledge by or on behalf of CUSTOMER or any of its Users, to the extent the IP Claim would have been avoided without such alteration;

11.2.2 the PLATFORM is utilized without IPQUANTS’ knowledge in conjunction with any other service, device, software, or products, including third-party services, to the extent that the IP Claim would have been avoided without such combination;

11.2.3   the PLATFORM is used in a region not officially authorized by IPQUANTS; and/or

11.2.4 any IP Claim arises from or relates to CUSTOMER CONTENT or any events leading to CUSTOMER’s indemnity obligations under Section 11.1 above

Notwithstanding the above defense and indemnification obligations, if IPQUANTS believes that the PLATFORM, or any part thereof, may infringe a third party’s Intellectual Property Rights, IPQUANTS may, at its sole discretion:

1.obtain (at no additional cost to CUSTOMER) the right for CUSTOMER to continue using the PLATFORM;

2.replace or modify the allegedly infringing part of the PLATFORM to make it non-infringing while maintaining substantially equivalent performance; or

3.if IPQUANTS determines that the aforementioned remedies are not reasonably available, require the cessation of the use of the (allegedly) infringing PLATFORM, in which case CUSTOMER shall receive a prorated refund of any Fees paid for the unused portion of the Subscription Term.

THIS SECTION 11.2 STATES IPQUANTS’ ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR ANY INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT OR MISAPPROPRIATION BY IPQUANTS AND/OR ITS SERVICES AND UNDERLYING PLATFORM TECHNOLOGY.

11.3 Conditions for Indemnification: The defense and indemnification obligations of

the indemnifying party under this Section 11 are subject to the following conditions:

i) The indemnified party must provide written notice within seven days of the claim for which indemnification is being sought.

ii)The indemnifying party must be given immediate and exclusive control over the defense and/or settlement of the claim.

iii)The indemnified party must provide reasonable cooperation and assistance, at the indemnifying party’s expense, in the defense and/or settlement of such claim.

12. Amendments and Modifications

IPQUANTS reserves the right, in its sole discretion, to supplement, modify, or discontinue any or all aspect(s) of the PLATFORM and/or IPQUANTS CONTENT, including, without limitation, restricting the times or means of access to IPQUANTS.COM. IPQUANTS also reserves the right to modify these terms and adopt additional terms or conditions governing CUSTOMER’S and/or USERS’ access and use of the PLATFORM and/or IPQUANTS CONTENT. In the event of material changes to these terms, IPQUANTS will provide reasonable prior notice, either by email or by posting an updated version of the terms on IPQUANTS.COM.

12.1 Notwithstanding the above, IPQUANTS commits:

  • 12.1.1 To ensure availability of the PLATFORM with an uptime of at least 99%, subject to commercially reasonable efforts; and
  • 12.1.2 To communicate any significant changes in availability promptly to the CUSTOMER. The updated terms will become effective immediately upon the date specified in the notice or upon posting on IPQUANTS.COM. Continued use of the PLATFORM and/or IPQUANTS CONTENT after such effective date shall constitute acceptance of the modified terms.

12.2 Enterprise Service Level Agreements (SLAs): For enterprise customers, IPQUANTS may provide dedicated Service Level Agreements (SLAs) to address specific performance, availability, and support requirements. Such SLAs shall supersede any conflicting terms in this Section 12 or elsewhere in this agreement regarding availability, performance, or support commitments.

The updated terms will become effective immediately upon the date specified in the notice or upon posting on IPQUANTS.COM. Continued use of the PLATFORM and/or IPQUANTS CONTENT after such effective date shall constitute acceptance of the modified terms.

12.3 Notification of Scheduled and Unscheduled Downtime:

  • 12.3.1 Scheduled Downtime: IPQUANTS will notify the Customer of any scheduled Maintenance that will result in downtime at least 14 days in advance. Notifications will be sent via email to the contact information provided by the Customer and will also be posted on the IPQUANTS PLATFORM’S notification center. Scheduled maintenance will typically occur during off-peak hours to minimize disruption.
  • 12.3.1 Unscheduled Downtime: In the event of unscheduled downtime due to unforeseen circumstances such as technical issues, system failures, or other emergencies, IPQUANTS will make reasonable efforts to notify the Customer as soon as possible. Notifications will be sent via email to the contact information provided by the CUSTOMER and will also be posted on the IPQUANTS PLATFORM’S notification center. IPQUANTS will work diligently to resolve the issue and restore service as quickly as possible

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’S OWN RISK.

TO THE EXTENT PERMITTED BY LAW, IPQUANTS MAKES NO EXPRESS WARRANTIES OR GUARANTEES ABOUT PLATFORM OR IPQUANTS CONTENT. IPQUANTS HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, RELIABILITY, AND NON-INFRINGEMENT.

IPQUANTS DOES NOT GUARANTEE (i) THAT THE PLATFORM, IPQUANTS CONTENT, OR SERVICES WILL BE ERROR-FREE, FREE OF VIRUSES, BUGS, OR OTHER HARMFUL COMPONENTS, OR (ii) THAT THE RESULTS OBTAINED FROM USE OF THE PLATFORM OR SERVICES WILL BE EFFECTIVE, RELIABLE, OR ACCURATE.

IPQUANTS ALSO DOES NOT GUARANTEE THAT CUSTOMER WILL HAVE UNINTERRUPTED OR TIMELY ACCESS TO THE PLATFORM OR SERVICES AT LOCATIONS OF CUSTOMER’S CHOOSING.

EVERY EFFORT IS MADE TO ENSURE THAT ALL INFORMATION PROVIDED THROUGH THE PLATFORM IS CORRECT. HOWEVER, IPQUANTS DISCLAIMS ANY LIABILITY FOR ERRORS OR OMISSIONS, AND CUSTOMER ASSUMES ALL RISK OF POSSIBLE ERRORS, OMISSIONS, OR INACCURACIES.

NO LEGAL ADVICE IS INTENDED OR OFFERED BY IPQUANTS IN MAKING THE PLATFORM, IPQUANTS CONTENT, OR ANY TOOLS, FEATURES, OR CUSTOMER SUPPORT INTERACTIONS AVAILABLE. IPQUANTS DISCLAIMS ALL LIABILITY FOR DECISIONS TAKEN BY A PARTY IN RELIANCE UPON THE PLATFORM, IPQUANTS CONTENT, OR ANY INFORMATION PROVIDED THROUGH THE PLATFORM OR INTERACTIONS WITH IPQUANTS REPRESENTATIVES.

14. Limitation of Liability

IPQUANTS SHALL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING FROM CUSTOMER USE OF THE PLATFORM, IPQUANTS CONTENT, OR ANY TOOLS, FEATURES, OR OUTPUT, INCLUDING BUT NOT LIMITED TO OUTPUT GENERATED THROUGH GENERATIVE AI FUNCTIONALITY. 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 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 THE PLATFORM, IPQUANTS CONTENT, GENERATIVE AI OUTPUT, OR ANY RELATED SERVICES EXCEED THE LESSER OF EUR 5000 OR THE TOTAL AMOUNT CUSTOMER PAID IPQUANTS IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT.

15. Confidentilaity

15.1Definition of Confidential Information

For the purposes of this Agreement, “Confidential Information” means any non-public, proprietary, or sensitive information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether disclosed directly or indirectly, in any form, including but not limited to:

1. data,

2. CUSTOMER CONTENT,

3. customer information,

4.correspondence with the IPQUANTS support team,

5.generative AI inputs and outputs generated on behalf of the CUSTOMER, and

6.any other information identified as confidential at the time of disclosure or which a reasonable party would deem confidential given the circumstances.

15.2 Obligations of Confidentiality

The Receiving Party agrees to:

  • 15.2.1 Maintain the confidentiality of the Disclosing Party’s Confidential Information and not disclose it to any third party without the Disclosing Party’s prior written consent, except as required by law;
  • 15.2.2 Use the Disclosing Party’s Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement;
  • 15.2.3 Take all reasonable measures to protect the confidentiality of the Disclosing Party’s Confidential Information, applying a standard of care no less than that which it uses to protect its own similar confidential information;
  • 15.2.4 Inform the Disclosing Party of any unauthorized access to or disclosure of Confidential Information promptly upon becoming aware of such access or disclosure.

15.3 Exceptions

The obligations under Section 15.2 shall not apply to Confidential Information that:

  • 15.3.1 Was in the Receiving Party’s possession before receipt from the Disclosing Party, as evidenced by the Receiving Party’s written records;
  • 15.3.2 Is or becomes publicly available through no breach of this Agreement by the Receiving Party;
  • 15.3.3 Is rightfully obtained by the Receiving Party from a third party without a duty of confidentiality; or
  • 15.3.4 Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by the Receiving Party’s written records.
  • 15.3.5 Constitutes Feedback as defined in Section 10. Such Feedback may be freely used by IPQUANTS for product and service improvement.

15.4 Compelled Disclosure

If the Receiving Party is required by law, regulation, or court order to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party shall:

  • 15.4.1 Promptly notify the Disclosing Party of such requirement, to the extent permitted by law, so that the Disclosing Party may seek a protective order or other appropriate remedy; and
  • 15.4.2 Use reasonable efforts to limit the disclosure and maintain confidentiality to the extent possible.

15.5 Return or Destruction of Confidential Information

Upon termination or expiration of this Agreement, or at the written request of the Disclosing Party, the Receiving Party shall promptly:

  • 15.5.1 Return or destroy all materials, documents, and electronic files containing Confidential Information; and
  • 15.5.2 Confirm in writing that it has complied with this Section.

15.6 Third-Party LLM Providers

While IPQUANTS uses third-party LLM providers for generative AI functionality, IPQUANTS maintains control over CUSTOMER data, ensuring all confidentiality commitments remain upheld.

For generative AI functionality, IPQUANTS uses third-party Large Language Model (LLM) providers, such as OpenAI, Microsoft Azure OpenAI, and Google, which are accessed through their paid, enterprise-grade Application Programming Interfaces (APIs).

IPQUANTS ensures the following:

1.Secure Data Transmission: All CUSTOMER input and output data is transmitted to these LLM providers via secure, encrypted APIs.

2.Confidentiality: CUSTOMER input and output data processed by these providers is handled confidentially and is not used to train or improve the third-party LLM models.

3.Data Retention: Data retention is minimized and aligned with the policies of the LLM providers.

4.Compliance: IPQUANTS ensures adherence to applicable data protection laws (e.g., GDPR) and supports the safe and compliant use of generative AI. IPQUANTS takes proactive measures to prevent misuse or abuse of LLM technologies, including automatic abuse monitoring.

5.Anonymized Data Transmission: CUSTOMER information, such as email addresses, IP addresses, or other identifying metadata, is not shared with third-party LLM providers. Data transmitted via the API is anonymized to the extent possible.

By leveraging secure and paid APIs, IPQUANTS guarantees that CUSTOMER data remains private, protected, and isolated during processing.

15.6.1 Abuse Monitoring

Abuse monitoring features may be configured differently by IPQUANTS depending on the LLM provider or CUSTOMER request. By default, IPQUANTS deactivates abuse monitoring for specific LLM providers (e.g., Google Gemini).

When using third-party LLM API access, and if abuse monitoring is activated, the third-party providers may automatically scan prompts and outputs for compliance violations, such as hate speech, harassment, sexually explicit content, or dangerous activities. These scans are automated, and only isolated portions of the input or output may be flagged, not the entire prompt. In cases of repeated abuse, authorized personnel may review flagged content under strict confidentiality to confirm violations.

Even in such cases of authorized abuse monitoring, the prompt cannot be traced back to the USER by the LLM provider. IPQUANTS anonymizes all information sent to the LLM providers, ensuring that no identifying metadata, such as email addresses or IP addresses, is transmitted. Any review conducted by the LLM provider is limited to a segment of the flagged prompt and tied only to a chat ID associated with IPQUANTS.

Even if third-party LLM abuse monitoring is deactivated, IPQUANTS may apply its own internal abuse detection measures to ensure platform integrity and compliance with applicable laws.

15.6.2 Control of Data

CUSTOMER retains full control over all input and output content generated through the PLATFORM. Such content remains accessible to CUSTOMER within the PLATFORM until the CUSTOMER deletes it from IPQUANTS servers.

16. Mediation, Severability, Governing Law and Jurisdiction

Any dispute, controversy, or claim arising out of or in connection with these terms, including their validity, breach, termination, or interpretation, shall be submitted to mediation if so chosen by IPQUANTS. The seat of the mediation shall be Schaffhausen, Switzerland, unless IPQUANTS selects a different location. Mediation proceedings shall be conducted in English.

This Agreement shall be governed by and interpreted in accordance with the laws of Switzerland, notwithstanding any principles of conflicts of law.

If any provision of this Agreement is held to be unlawful, void, or unenforceable, such provision shall be deemed severable and shall not affect the validity or enforceability of the remaining provisions.

17. 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.