Patsnap Master Agreement

This Patsnap Master Agreement (“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”).  Hereinafter, Patsnap and Customer shall be referred to separately as a “Party” and collectively as the “Parties”. This Agreement shall become effective upon the date of last signature (the “Effective Date”). This Agreement, together with all Order Confirmation Forms and Statements of Work, sets forth the terms under which Patsnap will license software to and/or perform Professional Services for the Customer as described herein. 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 capitalizedterms used in this 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 “Application Programming Interface” or “API” means Patsnap’s application programming interface that allows other software or hardware devices to interface with Patsnap’s platform, including its software applications and any other online services provided by Patsnap to its users via the API. The API also includes any accompanying documentation and any updates to the API made available by Patsnap in its sole discretion from time to time.  Patsnap’s Connect Services and API description may be found at: https://www.Patsnap.com/api-product-specific-terms.

1.3 “Authorized Users” means individuals who are authorized by Customer and its Affiliates to use the SaaS, for whom a subscription to the SaaS has been procured (up to the agreed number set out in an OCF), and who at all times shall be Customer’s or Customer’s Affiliates’ employees, officers, or authorized independent contractors.

1.4 “Confidential Information”means all non-public information disclosed by a Party or its Affiliates to the other Party on or before the Effective Date and thereafter, which is of a confidential nature, or which should reasonably in good faith be understood to be treated as confidential or proprietary based on the nature of the information or the circumstances surrounding its disclosure. Without limiting the generality of the foregoing, the term “Confidential Information” shall include, but not be limited to, documents, products, information, scientific or computer data, software, technical methods or activities of the applicable Party and its commercial partners and customers and their Affiliates, existing or future products, manufacturing processes, know-how and technology, price, pricing schemes, information on commercial, advertising, and promotional methods. Confidential Information does not include information which is: (i) generally known or publicly available, or which, hereafter through no act or failure to act on the part of recipient, becomes generally known or available; (ii) rightfully known to recipient at the time of receiving such information; (iii) furnished to recipient by a third party without restriction on disclosure; or (iv) independently developed by recipient without having relied on the Confidential Information of the disclosing Party.

1.5 “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.

1.6 “Customer User Data”refers to any information used for the purpose of accessing and using the SaaS or Professional Services, such as usernames, billing information, name and contact information of the Customer or its Authorized Users.

1.7 “Customer Unique Data”means functional keywords, searches, queries, comments, or related electronic data, submitted by or on behalf of Customer or Authorized Users when using the SaaS or Professional Services. The term “Customer Unique Data” shall exclude any publicly available information.

1.8 “Data Processing Agreement” means the data processing agreement which governs any applicable processing of the Personal Data as described in the Agreement within the United Kingdom (“UK”) or European Economic Area (“EEA”) undertaken by Patsnap on behalf of Customer. If, and only to the extent that Patsnap engages in processing Personal Data within the UK or EEA as a result of or in connection with providing the SaaS or Professional Services to Customer, or it is otherwise required by applicable law, the terms of the Data Processing Agreement shall apply and shall be incorporated into and form part of the terms of this Agreement between the Customer and Patsnap. The terms of the Data Processing Agreement may be found at: https://www.Patsnap.com/resources/blog/data-processing-agreement/.

1.9 “Error” means a reproducible failure of the unmodified SaaS to conform to the specifications set forth in this Agreement, resulting in the inability to use, or material restriction in the use of, the SaaS.

1.10 “Fees” means, collectively, the fees charged by Patsnap for the SaaS and/or Professional Services as set forth in the applicable OCF and/or SOW.

1.11 “Free Access Trial Period” means any SaaS made available by Patsnap to Customer in order for Customer to try at its option, at no additional charge, and which is clearly designated as “beta”, “trial”, “non-GA (generally available)”, “pilot”, “developer preview”, “non-production”, “free trial”, “evaluation”, or by a similar designation.

1.12 “Term” is defined in the applicable OCF.

1.13 “Intellectual Property Rights” means any and all rights on intellectual property, including registered or unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any Patsnap Data or other patents, utility models, rights in designs, copyrights, moral rights, topography rights, database rights, trade secrets, trademarks, service marks, trade names, domain name rights, know-how, rights of confidence, rights on code and applications, irrespective of the medium, all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world from time to time and derivative work of same.

1.14 “OCF” means an order form that describes the SaaS licensed to Customer, and/or the Professional Services purchased by Customer, and incorporates the terms of this Agreement between the Parties.

1.15 “Patsnap Data” means Patsnap’s copyrights, patents, trade secrets, code, information, insights, and data associated with the algorithms, graphics, and visual representations embedded within the final outputs generated, created, and/or downloaded from SaaS. This includes, but is not limited to, AI-generated content, as well as any data, reports, visuals, summaries, or other outputs produced or curated by Patsnap’s algorithms, programs, or employees based on the inputs provided by the Customer.

1.16 “Personal Data” shall have the meaning set out in the applicable Privacy Laws.

1.17 “Privacy Laws”means the applicable legislation on the protection of data subjects with regard to their personal information including the EU General Data Protection Regulation 2016/679 of the European Parliament and of the Council (“GDPR”), the UK GDPR and/or other applicable data protection privacy laws or legislation in force as amended, extended, or replaced from time to time.

1.18 “Professional Services” means the services offered by Patsnap and purchased by Customer as selected and described in the applicable OCF or SOW, including platform services, training services, search services, and/or research services, in each case as are described more fully in the applicable SOW or OCF.

1.19 “Software as a Service (“SaaS”)” means the executable code of Patsnap’s software programs and related services provided to the Customer, including features such as Patsnap’s landscape display; 3D graphics; unique algorithms used in internal tools; and AI-driven functionalities and tools for data analysis, predictive modeling, and other advanced tasks, leveraging machine learning, natural language processing, and other AI technologies to enhance user experience and provide actionable insights. The specific software programs and services are detailed in the OCF or SOW as applicable.

1.20 “SOW” means a Statement of Work for the provision of Professional Services that incorporates the terms of this Agreement between Customer and Patsnap.

1.21 “Suggestions”means any recommendations or feedback provided by the Customer, relating to the SaaS and/or Professional Services.

1.22 “Usage Data” means the statistical usage data derived from the operation of the SaaS, including activity data of Customer and its Authorized Users, and the performance results for the SaaS.

2.Professional Services.

2.1 The terms and clauses under this Section 2 shall be applicable only if Professional Services are explicitly procured by the Customer.  

2.2 Customer and Patsnap may enter into one or more SOWs that describe the Professional Services purchased by Customer and to be performed by Patsnap.  Customer agrees that its participation is critical for the success of the Professional Services. Customer will provide all necessary resources and information required for Patsnap to perform the Professional Services. Customer will ensure its personnel and resources, and those of its third-party providers, will be available in a timely manner. For all on-site activities, to the extent applicable, Customer will provide suitable working space and necessary utilities. Patsnap may rely upon any instructions, authorizations, approvals or other information provided by Customer or its third-party provider, if applicable. Patsnap will be excused from the performance of its obligations and the Professional Services to the extent that Customer fails to timely provide such resources, access, and information. Customer’s failure to provide timely completion of tasks and approvals and Customer resource availability may result in changes to the Professional Services’ description, time schedule, and fees. 

2.3 Professional Services Warranty. If Professional Services are purchased by Customer, Patsnap warrants that all Professional Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Customer shall notify Patsnap of any breach of this warranty within ninety (90) days of the performance of the deficient Professional Services and Patsnap will make good faith, commercially reasonable efforts to cure the breach and/or re-perform deficient Professional Services at no additional charge to Customer. The foregoing warranties shall not apply to any Error or failure resulting from: (i) Customer’s failure to follow any reasonable instructions of Patsnap, or (ii) Customer’s acts, omissions, negligence, or misconduct. This section states Patsnap’s entire liability and Customer’s sole remedy for a breach of the warranty in this Section 2.

3.SaaS License and Usage Restrictions.

3.1 SaaS License. Subject to the terms of this Agreement and the applicable OCF or SOW, Patsnap grants to Customer and Authorized Users, during the applicable Term, a limited, revocable, worldwide, non-exclusive, non-sublicensable and non-transferable license to Customer and Authorized Users to use the SaaS in accordance with this Agreement, subject to the limitations set forth in this Agreement and the OCF or SOW.

3.2 General Restrictions: Except as explicitly stated in this Agreement, the OCF, or the SOW, the Customer shall not directly or indirectly: (i) sublicense, resell, rent, lease, distribute, commercialize, repackage, rebrand, assign, or otherwise transfer rights or usage of the SaaS, including any modifications or derivative works; (ii) allow access to or use of the SaaS by anyone other than Authorized Users; (iii) provide the SaaS on a timesharing, service bureau, or similar basis; (iv) remove or alter any copyright, trademark, or proprietary notices related to the SaaS; (v) merge or incorporate the SaaS into other software, or use it to create, modify, or enhance competing services; (vi) reverse engineer, decompile, or disassemble the SaaS, except as permitted by law for interoperability; (vii) use the SaaS to transmit infringing, libelous or otherwise unlawful, illegal, or tortious material, or use the SaaS for any purpose that violates applicable laws; (viii) copy features, functions, or graphics of the SaaS not expressly authorized by this Agreement; or (ix)  use Software, or permit it to be used, for the purposes of providing feedback, product evaluation, benchmarking, or any other form of comparative analysis to competitors of Patsnap, without obtaining Patsnap’s prior written consent.

3.3 Access and Security: Each Authorized User must be a named individual with unique login credentials. Customer must ensure the security and confidentiality of all SaaS access credentials. Customers are responsible for all activities conducted under these credentials and must ensure compliance with all usage restrictions, and any acts or omissions of Authorized Users shall be deemed the acts or omissions of Customer. Customers must prevent unauthorized access to the SaaS and promptly notify Patsnap of any unauthorized use or compliance failures.

3.4 Compliance:  Customer shall: (i) be solely responsible for all Authorized Users’ compliance with the terms and conditions of this Agreement; (ii) be solely responsible for the accuracy, use, integrity, and legality of any information uploaded or fed into the SaaS and the means by which Customer acquires and uses such information; (iii) use the SaaS only in accordance with the applicable laws, rules, regulations (including, without limitation, export, data protection and Privacy Laws, rules and regulations) and any SaaS documentation; (iv) prevent unauthorized access to or use of the SaaS; and (v) notify Patsnap promptly of: (1) any unauthorized use of, or access to, the SaaS of which it becomes aware, or (2) any notice or charge of noncompliance with any applicable law, rule, or regulation asserted or filed against Customer in connection with Customer’s information stored or used on the SaaS. To the extent that Customer collects, processes or uses Personal Data itself or through the SaaS, Customer represents and warrants that it has a valid legal basis for doing so under the applicable provisions of Privacy Laws and in full compliance with the Data Processing Agreement.

4.FEES AND PAYMENTS.

4.1 Fees; Payment. In consideration for the offering of the SaaS and/or Professional Services licensed and/or provided 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) based upon and limited by the metrics set forth in the OCF or SOW; (d) non-refundable and non-creditable, except as set forth in this Agreement; (e) in the currency set forth in the applicable OCF or SOW; and (f) 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.

4.2 Fees on Renewal. Unless otherwise set forth on an OCF, at the end of the Term, the SaaS subscription will automatically renew as set forth herein. Patsnap reserves the right upon thirty (30) days’ notice to modify the Fees prior to the commencement of any Term.

4.3 Audit Rights. Patsnap shall have the right, at its expense, to audit, or have an independent, certified public accountant reasonably acceptable to Customer, audit Customer’s records and books of accounts related to the Professional Services for the sole purpose of verifying compliance with the terms of this Agreement; provided, that:  (a) Customer is provided at least ten (10) business days’ advance written notice of Patsnap’s intention to audit;  (b) the audit is conducted during normal business hours; and (c) there will be only one audit per calendar year.

5. PROPRIETARY RIGHTS.

5.1 Intellectual Property.

• ⅰ.Patsnap exclusively retains and will continue to exclusively retain all right, title, and interest, including all related Intellectual Property Rights, in and to the SaaS and Patsnap Data, whether in machine-readable (source, object code or other format), printed or other form, including without limitation, any and all performance data, usage data, machine learning, anonymized metadata, and anything developed or delivered by or on behalf of Patsnap under this Agreement.
• ⅱ.Customer exclusively retains and will continue to exclusively retain all right, title, and interest, including all related Intellectual Property Rights in the Customer Unique Data.

• ⅲ.Suggestions.Customer is not obligated to provide Patsnap with any Suggestions relating to any SaaS or Professional Services provided or offered by Patsnap. However, if the Customer chooses to offer any Suggestions, they may be gathered, evaluated, and implemented by Patsnap to improve its SaaS or Professional Services and Patsnap will retain ownership over the Suggestions and the SaaS and/or Professional Services incorporating such Suggestions.

5.2 Customer Data Licensing:

• ⅰ.Data Licensing: Customer grants Patsnap a royalty-free, worldwide, transferable, irrevocable, and perpetual license to use Customer User Data for the purpose of delivering the SaaS and Professional Services and to store and process Customer Unique Data for archival purposes. Customer Unique Data shall be solely collected in an anonymized, encrypted, and aggregated format solely for the purpose of delivering Services under this Agreement. Patsnap shall ensure that the said Customer Unique Data will not disclose the identity of the Customer or its Affiliates. Patsnap further commits that it shall not use, process, or store Customer Unique Data while delivering SaaS in a manner that discloses, misuses, or shares the data with other customers or uses it for training its AI language learning models. Patsnap will only use Customer Unique Data and Customer User Data in accordance with the terms agreed upon under this Agreement.
• ⅱ.Customer Responsibilities:Customer is responsible for the accuracy and legality of the Customer Unique Data and Customer User Data and must ensure they have the authority to submit the Customer Unique Data and Customer Usage Data to Patsnap under this Agreement.
• ⅲ. Patsnap’s Rights: Patsnap reserves the right to refuse to process or to remove any Customer Unique Data and Customer Usage Data that fails to comply with the terms of this Agreement, any OCF, SOW, applicable laws, or based on reasonable third-party requests.

5.3 Use of Patsnap Data. Notwithstanding anything to the contrary set forth herein, Customer and its Authorized Users may: (a) access and use Patsnap Data in hard copy, electronic data storage or other electronic form and regardless of the means of access or delivery for internal business purposes; (b) download, print and/or store copies of the Patsnap Data for internal business purposes; and (c) use the Patsnap Data for general, internal business purposes, which shall include distribution to Customer’s employees and officers. In addition, Customer may use extracts of Patsnap Data in external presentations, speeches or marketing materials, and in the case of law firms when providing legal advice and guidance to their respective clients, subject to the General Restrictions set forth in Section 3.2 herein, and provided that: (i) Patsnap’s copyright notice, trade name(s), trademark(s) and other intellectual property rights or applicable disclaimers, which shall include without limitation the representations and warranties set forth in Section 7.3 herein, shall be displayed prominently in such distribution of the Patsnap Data, and (ii) except with regards to law firms providing legal advice and guidance to their respective clients, Customer enters into an Addendum to the Agreement setting forth the terms and conditions regarding the external use of such Patsnap Data.

5.4 Usage Data. Nothing herein shall be construed as prohibiting Patsnap from utilizing the Usage Data to optimize and improve the SaaS or the Professional Services, or otherwise operate Patsnap’s business.

5.5 Jointly Owned Intellectual Property. No jointly owned intellectual property is created under or in connection with this Agreement.  

6. TERM AND TERMINATION.

6.1 Term. This Agreement begins on the Effective Date and, unless earlier terminated as set forth in this Agreement, will continue while an OCF or SOW is in effect between the Parties. The SaaS or Professional Services will be provided or made available during the Term set forth in the applicable OCF, and will thereafter be renewed for a Term, unless either Party provides the other Party with written notice of its intention not to renew at least thirty (30) days prior to the expiration of the then-current term. Theexpiration or termination for any reason of any individual OCF or SOW shall not result in termination of this Agreement, but shall result only in the termination of such OCF or SOW. The provisions of this Agreement relating to the effects of termination shall apply to each OCF and SOW as an independent contract.

6.2 Termination Rights. If either Party is in default of any material provision of this Agreement, and such default is not corrected within thirty (30) days of receipt of written notice to the Party in breach specifying the details of the breach, the other Party shall have the right to terminate this Agreement and all OCFs and SOWs immediately following the expiration of the cure period by providing written notice to the Party in breach of its failure to cure the breach and of the effective termination date. Either Party shall have the right to immediately terminate this Agreement in writing if the other Party voluntarily or involuntarily becomes the subject of a petition in bankruptcy or of any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors which is not dismissed within one hundred and twenty (120) days.  In addition, Patsnap shall have the right to immediately terminate this Agreement in the event of a breach of Section 3.

6.3 Effect of Termination.Upon expiration or termination of an OCF or SOW, or termination of this Agreement as a whole: (i) the license granted hereunder for SaaS or Professional Services, if any, shall immediately terminate and Customer shall immediately stop using the SaaS or Professional Services; (ii) Patsnap’s obligation to provide Professional Services will end immediately; (iii) all unpaid Fees shall become immediately due and payable; and (iv) each Party shall immediately return or destroy the other Party’s Confidential Information received hereunder in its possession or under its control. If an OCF, an SOW, or this Agreement is terminated by Customer as a result of an uncured, confirmed material breach by Patsnap, Patsnap may refund to Customer any unused prepaid Fees on a pro-rata basis for the period after the effective date of termination in connection with such material breach. The terms of Sections 1 (Definitions), 3 (Software Restrictions), 3 (Audit Rights), 5 (Proprietary Rights), 6.3 (Effect of Termination), 7.3 (Disclaimer of Warranties), 9 (Limitations of Liability), 10 (Confidential Information), and 11 (General) shall survive termination or expiration of this Agreement. 

6.4 Suspension. In addition to any of its other rights or remedies, if Customer’s account is overdue in making payment of any Fees by more than thirty (30) days, Patsnap reserves the right to suspend the SaaS and/or Professional Services provided to Customer, without liability incurred by Patsnap to Customer, until such Fees are paid in full.

7.SAAS WARRANTIES AND DISCLAIMERS

7.1 Patsnap warrants, solely for the benefit of the Customer, that during the Term the SaaS will perform materially in accordance with the functional specifications as outlined in detail at https://help.patsnap.com/hc/en-us. This warranty does not cover any Errors or failures resulting from:  (i) the use of the SaaS in an environment not specified in this Agreement; (ii) Customer’s failure to adhere to Patsnap’s reasonable instructions; (iii) unauthorized use of the SaaS beyond the terms of this Agreement and the applicable OCF or SOW; (iv) Customer’s misconduct, negligence, or misuse; or (v) modifications to the SaaS by anyone other than Patsnap.

7.2 Should a breach occur, Patsnap will, at its discretion and at no additional charge, either: (i) use commercially reasonable efforts to correct the SaaS; (ii) replace the SaaS with one that conforms materially to the specifications; or (iii) terminate the license and refund any unused portion of pre-paid fees relating to the SaaS, provided that the Customer notifies Patsnap in writing within ten (10) days after becoming aware of such breach. This is Patsnap’s entire liability and Customer’s sole remedy for breaches of this SaaS warranty.

7.3 Disclaimer of Warranties. EXCEPT AS SET FORTH IN THIS SECTION 7, THE SAAS, PROFESSIONAL SERVICES AND SAAS DATA ARE PROVIDED HEREUNDER “AS-IS” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. PATSNAP EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY OF NON-INFRINGEMENT, WARRANTIES REGARDING THE ACCURACY OF THE UNDERLYING RESEARCH, FINDINGS, AND REPORTS, AND THOSE WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE. THE REMEDIES SET FORTH HEREIN ARE THE SOLE AND EXCLUSIVE REMEDIES FOR ANY CLAIMS THAT PATSNAP HAS VIOLATED ANY WARRANTY IN SECTIONS 7.1, 7.2 AND 7.3.

7.4 Acknowledgment.  CUSTOMER AGREES THAT ITS LICENSE OF THE SOFTWARE AND/OR PURCHASE OF THE SERVICES HEREUNDER IS NEITHER CONTINGENT UPON THE DELIVERY OF ANY FUTURE FUNCTIONALITY OR FEATURES, NOR DEPENDENT UPON ANY ORAL OR WRITTEN PUBLIC COMMENTS MADE BY PATSNAP WITH RESPECT TO FUTURE FUNCTIONALITY OR FEATURES. PATSNAP MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OF THE UNDERLYING RESEARCH, FINDINGS, REPORTS, AND OTHER SUCH INFORMATION OBTAINED BY PATSNAP FROM THIRD PARTIES AND PROVIDED TO CUSTOMER IN CONNECTION WITH THE SERVICES.

8.REMEDIES.

8.1 Patsnap Intellectual Property Obligations. In the event of a claim or threatened claim by a third party alleging that the Customer’s use of the unaltered SaaS infringes or misappropriates such third party’s intellectual property in the country designated for delivery of the SaaS in accordance with the terms of this Agreement, Patsnap may, at its sole option: (a) revise the SaaS so that it is no longer infringing; (b) obtain the right for Customer to continue using the SaaS; 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 SaaS other than the then-current agreed to be used version; (ii) modification of the SaaS by anyone other than Patsnap; (iii) combination, operation or use of the SaaS with any other products or software not  supplied  by  Patsnap; (iv) any unauthorized  use  of  the  SaaS, including any use of the SaaS outside of the applicable Subscription Term; or (v) any claim or damages  arising  after  Patsnap’s  notice  to Customer that Customer should cease use of the SaaS 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 SaaS infringes or misappropriates such third party’s patent or copyright in the country designated for delivery of the Software 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.

8.2 Customer Intellectual Property Obligations. Customer will indemnify Patsnap against all loss arising out of any claims alleging that: (i) Customer Unique Data and Customer User Data infringes on any third party’s intellectual property rights; or (ii) third party claims arising out of Customer’s violation of its obligations under Section 3 of this Agreement.

9. LIMITATIONS OF LIABILITY.

9.1 Aggregate Liability. TO THE EXTENT NOT PROHIBITED BY LAW, EXCEPT FOR CUSTOMER’S LIABILITY ARISING UNDER SECTION 3 (SAAS LICENSE AND USAGE RESTRICTIONS), THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY, TOGETHER WITH ITS RESPECTIVE AFFILIATES, ARISING OUT OF OR RELATED TO THIS AGREEMENT AND ALL OCFS AND SOWS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICTLIABILITY) OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED, IN THE AGGREGATE, THE TOTAL PAYMENTS MADE BY CUSTOMER TO PATSNAP IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM MADE UNDER THIS AGREEMENT. THE FOREGOING SHALL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER.

9.2 Disclaimer of Consequential Damages. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENTSHALL EITHER PARTY BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ANY LOST PROFITS, REVENUE, OR DATA, INTERRUPTION OF BUSINESS OR FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN.

9.3 Free Access Trial Period . NOTWITHSTANDING THE FOREGOING, THE FREE ACCESS TRIAL PERIOD ARE PROVIDED “AS IS” WITH NO EXPRESS OR IMPLIED WARRANTY AND PATSNAP SHALLHAVE NO INDEMNIFICATION OBLIGATIONS, NOR ANY LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE ACCESS TRIAL PERIOD, UNLESS SUCH EXCLUSION OF LIABILITY IS UNENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE, PATSNAP’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO FREE ACCESS TRIAL PERIOD SERVICES IS $1,000 USD.

10. CONFIDENTIAL INFORMATION.

10.1 Obligation. Each of Patsnap and Customer agree that, for a period of three (3) years after last receipt of the other Party’s Confidential Information, it will: (a) use the other Party’s Confidential Information only in connection with fulfilling its rights and obligations under this Agreement; and (b) hold the other Party’s Confidential Information in strict confidence and exercise due care with respect to its handling and protection, consistent with its own policies concerning protection of its own Confidential Information of like importance but in no instance with less than reasonable care, such due care including, without limitation, requiring its employees, professional advisors, and contractors to execute non-disclosure agreements which are consistent with the terms and conditions of this Agreement and no less protective of each Party’s Intellectual Property Rights as set forth herein before allowing such parties to have access to the Confidential Information of the other Party.

10.2 Exceptions to Obligations. Notwithstanding Section 10.1 (Obligation), either Party may disclose Confidential Information to the extent required by mandatory applicable law, provided the other Party uses commercially reasonable efforts to give the Party owning the Confidential Information sufficient notice of such required disclosure to allow the Party owning the Confidential Information reasonable opportunity to object to and to take legal action to prevent such disclosure. Notwithstanding the foregoing, a third-party breach of Patsnap’s security protocols causing the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Customer’s Unique Data or Customer’s User Data processed by Patsnap under this Agreement shall not constitute a breach by Patsnap of this Section 10.

11. GENERAL

11.1 Publicity. Patsnap may include Customer’s name and logo on Patsnap’s website and in marketing collateral.

11.2 Governing Law; Venue. This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales without reference to their respective conflicts of law Customer hereby irrevocably consents to the personal and exclusive jurisdiction of the courts of competent jurisdiction located in or having jurisdiction over England and Wales. The UN Convention on Contracts for the International Sale of Goods will not apply to this Agreement. The Contracts (Rights of Third Parties) Act 1999 shall not under any circumstances apply to this Agreement and any person who is not a party to this Agreement shall have no right whatsoever under the Contracts (Rights of Third Parties) Act 1999 to enforce this Agreement or any of its terms. The substantially prevailing Party shall be entitled to recover its reasonable attorneys’ fees, costs and expenses incurred.  Nothing in this Section shall limit Patsnap’s right to bring proceedings against Customer in any other court of competent jurisdiction.

11.3 Assignment.Customer may not assign this Agreement, by operation of law or otherwise, in whole or in part, without Patsnap’s prior written consent. A transfer of more than 50% of the equity interests in Customer shall be deemed an assignment by operation of law for the purposes of this provision and such change in control shall allow Patsnap to modify the terms of this Agreement in whole or in part. Subject to the foregoing, this Agreement will be binding on, inure to the benefit of, and be enforceable by and against the Parties and their respective successors and permitted assigns. Patsnap may delegate the performance of Professional Services to third parties but will remain liable to Customer for the delivery of those Professional Services. Customer consents to Patsnap’s use of third-party contractors and individuals contracted through such third-party contractors to provide the Professional Services. Any assignment not in conformity with this Section shall be null and void.  

11.4 Notices.Any notices required under this Agreement shall be given in writing, shall reference this Agreement and the applicable OCF and/or SOW, and shall be deemed to have been delivered and given: (a) when delivered personally; (b) three (3) business days after having been sent by registered or certified mail, return receipt requested; or (c) one (1) business day after deposit with a commercial overnight courier, with written verification of receipt. All communications shall be sent to the addresses set forth on the OCF, or to such other address as may be designated by a Party by giving written notice to the other Party. Notices shall be addressed to the Legal Department.

11.5 Force Majeure. Except for any payments due hereunder, if a Party’s performance hereunder is prevented, hindered or delayed by elements of nature, acts of God or war, acts or threats of terrorism, riots, civil disorders, pandemics, epidemics, revolutions, strikes, labor disputes, failure of utilities or telecommunications, government action, or other causes outside of the reasonable control of the affected Party, the affected Party, upon giving prompt notice to the other Party, will be excused from performance to the extent of the condition for such duration such condition is in effect.

11.6 Compliance with Law. Customer agrees to comply fully with any applicable laws and regulations of to assure that neither the SaaS, nor any direct products thereof are: (a) exported, directly or indirectly, in violation of such laws, either to any countries that are subject to export restrictions or to any end user who is prohibited from participating in the export transactionsby any governmental authority; or (b) intended to be used for any purpose prohibited by such laws, including, without  limitation, nuclear, chemical, or biological weapons proliferation. Further, Customer agrees to comply with all applicable anti-bribery and anti-corruption laws in all business related to this Agreement, including the United State Foreign Corrupt Practices Act and the UK Bribery Act of 2010, if applicable.

11.7 General. Patsnap may add to, change or update this Agreement, from time to time entirely at its own discretion (unless otherwise agreed in writing); provided, however, that any such modifications shall not have a material negative impact on Customer.

11.8 Independent Contractors.  In performing their respective duties under this Agreement. Patsnap and Customer will operate as independent contractors and neither Party is the legal representative, agent, joint ventures, or employee of the other Party for any purpose whatsoever.

11.9 Headings. The headings of the Sections of this Agreement are for convenience only and shall not be of any effect in construing the meaning of the Sections.

11.10 Severability.  In the event that it is determined by a court of competent jurisdiction that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision shall be enforced as nearly as possible in accordance with the stated intention of the Parties, while the remainder of this Agreement shall remain in full force and effect and bind the Parties according to its terms. To the extent any provision cannot be enforced in accordance with the stated intentions of the Parties, such terms and conditions shall be deemed not to be a part of this Agreement.

11.11 Counterparts.This Agreement and the Data Processing Agreement, including all OCFs and SOWs, may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be delivered by electronic document format (e.g. PDF), and electronic copies of executed signature pages will be binding as originals.

11.12 Entire Agreement. This Agreement, together with all OCFs, SOWs, amendments, and addenda, constitutes the entire and exclusive agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreements and communications between the Parties with respect to such subject matter. Customer’s execution of an OCF or SOW constitutes a binding commitment to license the SaaS and/or procure Professional Services described on such OCF or SOW under the terms and conditions of this Agreement. Unless stated otherwise in an applicable OCF or SOW, the terms of an OCF or SOW will have precedence over any conflicting terms in this Agreement, but only with respect to the subject matter of such OCF or SOW. The Parties expressly agree that any terms or conditions stated in Customer’s purchase order (“Customer’s PO”) or in any other of Customer’s order documentation (excluding Patsnap OCFs and SOWs) are void. In the event of any conflict, the terms of this Agreement, together with all OCFs and SOWs, shall prevail in all respects over the terms provided in Customer’s PO.