InQuartik Terms of Use

Last Updated: July 1, 2021

The Terms of Use govern your use of our services, including all use, submissions and purchases that you make or shall make from our patent database (the “Database”) from which are derived the InQuartik reports (the “InQuartik Reports”). InQuartik is a company existing under the laws of the Republic of China, with offices in Taipei, Taiwan, Republic of China. We may change any term of these Terms of Use at any time upon providing a fourteen (14)-day notice of such change. In the event you disagree with any changes to these Terms of Use, you shall discontinue your use of our services before the changes take effect. You hereby consent that your ongoing use of our services after the changes have taken effect shall imply your irrevocable agreement to the revised or added terms.

1. Registration

We shall open an account for you promptly upon receiving your request through the “sign-up” option on our platform (the “Platform”). You shall provide complete and accurate registration information, including accurate and up-to-date billing information. You shall keep this information up-to-date.

2. Changes to the Services and Maintenance

2.1. We may change or discontinue any offering or feature on the Platform at any time and without notice to you.

2.2. We shall dedicate certain support personnel to provide adequate training and information for you. Such training and support shall take place upon prior written request by you and shall be conducted by technically-skilled personnel. When applicable, training and support shall be performed at a mutually-agreed-upon time by means of teleconference, video conference or in-person.

2.3. Any major updates of the functionalities of our services shall be posted on our website, or otherwise notified to you within five (5) business days of such update.

2.4. We shall diagnose all reported issues and correct any reported critical issue within two (2) business days from its receipt and confirmation. We shall periodically back-up our systems and restore our systems to the latest back-up to recover any lost, damaged, or destroyed data.

2.5. In the event of a critical issue, however not including: (i) issues observed during an update, maintenance or testing of our services, (ii) restrictions imposed by the database source such as a jurisdiction’s patent office, (iii) any force majeure event, or (iv) any event outside our control, not corrected within two (2) business days from the receipt of its notification and subsequent confirmation by us, access to services provided to you under this Agreement shall be extended according to the number of hours such critical issue remained uncorrected.

3. Privacy Issues

3.1. We may at all times receive and store certain types of website and email usage information whenever you visit any of our websites or open one of our emails. We may collect the page served, time, source of the request, type of browser making the request, preceding page view, previously-stored cookies, and other similar information. With regard to the InQuartik Reports and other email messages, we may store information about whether or not the email was viewed, whether or not images were downloaded from our server, links that may have been accessed, the identity of the subscriber, and whether or not the report has been forwarded to others.

3.2. We may collect information about individuals inputted or registered with us, such as names, addresses, telephone numbers, email addresses, user IDs, and user passwords, industry and company. We may not collect credit card or bank account numbers, personal identification numbers or medical records. We may automatically collect and store information from your computer, portable devices and browser, including your IP address, cookie information, software and hardware attributes, and also information on your searches and browsing history, the notes you made, and other activities you perform on the Platform. Upon your prior written consent for us to access your data when using our services, we may obtain your personal information from third parties, including but not limited to social networks. The services may supplement information described above with information we obtain from other sources, including from both online and offline data providers, which we shall treat as protected personal information. You may also manage your privacy controls through your internet browser. In the event we collect personal information from third parties, the collecting, processing or using of your personal information shall be subjected to the terms of the Terms of Use.

3.3. We use information collected to assess your needs and interests and enhance the services provided to you under this Agreement. We may use your information to assist you in completing processes or transactions, processing billing, providing ongoing support or offering you relevant search results and tailored content. We may use your information to contact you to complete surveys that we use for marketing and quality assurance purposes. You agree to receive emails or other communications from us from time to time, for which you may opt out at any time.

3.4. We may analyze and compile statistics from information collected to study usage behavior and trends, improve existing services and develop new services. We may also share non-personally-identifiable information publicly or with third parties our analysis or statistics regarding users’ activities; information shared in this instance shall be in aggregated form and may not be personally identifiable.

3.5. We may disclose and transfer your personal information to trusted third-party processors and service providers within or outside of the jurisdiction in which you are based. All such third-party processors involved shall protect your personal information and comply with data protection regulations. Whenever in the course of sharing information, we shall ensure that information is transferred in accordance with the Terms of Use and as permitted by applicable laws on data protection.

3.6. Information that we collect in one jurisdiction may be transferred to our servers located in another jurisdiction. We shall arrange security safeguards to facilitate the international transfer of such information.

3.7. With respect to your personally-identifiable information, including but not limited to names, birthdays, marital status, family, education, occupation, contact information that you provide to us, you may request us to export, update or delete your personal information. You may also request us to send you a copy of, and that we stop the collection, process, and use of, such information. We shall comply with your request and instruction in a timely manner. We may also charge a reasonable cost for reviewing or making duplications of your personal information.

3.8. We may ask you to submit a scanned copy of your identification, such as ID cards, membership certificates, for the sole purpose of confirming your identity and enrolling you into specific programs. Upon confirmation, we shall systematically delete the copy of identification that you have submitted.

3.9. Our website uses cookies to collect information about your access and the services we provide. Cookies are pieces of information which include a unique reference code that a website transfers to your device to store and sometimes track information about you. A number of cookies we use last only for the duration of your web session and expire when you close your browser. Other cookies are used to remember your identity when you return to the website and shall last for longer. Cookies are uniquely assigned to you and can only be read by a server at the domain that issued the cookie. You hereby acknowledges that we may use cookies to: (i) remember that you visited the site before, and to track unique visitors; (ii) remember your login information as you navigate through our website; (iii) improve the customer experience by recording how users navigate our website; (iv) collect statistical information about how users utilize our website; and (v) maintain a record of the pages within our website that are visited, and to monitor website traffic.

3.10. You acknowledge that by blocking, deleting or turning off cookies used on our website, you may not be able to take full advantage of our features. Similarly, in the event you refuse to provide its personally-identifiable information to us, you may be unable to access certain services as such information may be necessary for these services to function properly.

3.11. We may receive and store certain types of personal information provided by you in the course of providing its services. For example, we may collect terms, phrases, and choices you make while searching, browsing, or configuring alerts or bookmarks. We may collect and store any such billing information.

4. Client’s Responsibilities

4.1. You shall be solely responsible for all activities under your account, including all legal liability incurred from the use of your account by you itself. You may not use the Platform, our websites, services, the Database, documents, information and content (collectively, the “Content”) in any way that: (1) violates or infringes the rights of others including, without limitation, patent, trademark, trade secret, copyright, publicity or other proprietary rights; (2) is unlawful; (3) impersonates any person, business or entity, including our company and our employees and agents; (4) encourages conduct that would constitute a criminal offense, or that gives rise to civil liability; or (5) violates the Terms of Use, guidelines or any policy posted on our website. You may not give access to your account, or disclose its password to third parties. You are solely responsible for keeping your account information, including all passwords, strictly confidential.

4.2. Client shall follow applicable laws and regulations, including export and re-export control laws and regulations, any policies notified to you on the Platform. You may not misuse the Platform, make our services available to third parties except with our prior written consent, sell, resell, rent or lease any portion of the services, interfere with or disrupt the integrity or performance of the services or third-party content provided on the Platform, attempt to gain unauthorized access to the Platform or its related systems or networks, reverse engineer any portion of the Platform, access the Platform in order to build a competitive product or service, access the Platform using “bots” or “spiders” or any automated system that calls to a service more frequently than may reasonably be performed by a human user using a standard web browser, not interfere with any Platform or try to access it using a method other than the interface and the instructions that we provide or use the Platform for any illegal purpose. You shall use commercially reasonable efforts to prevent any unauthorized access to or use of any service on the Platform and promptly notify us of any such unauthorized access or use. We may suspend or stop providing the Platform and its services to you in the event you do not comply with the terms of these Terms of Use.

4.3. As part of your use of the Platform and our services, you may receive access to additional data, content, software, or applications subject to separate terms. Platforms may display certain content that did not originate from us. This content is the sole responsibility of the entity that makes it available. We reserve the right to suspend or terminate at any time such content originated from these entities.

4.4. The provisions of this Article 4 shall not create any third-party beneficiary rights. A failure by us to exercise, or any delay in exercising, any right or remedy provided under the Terms of Use or by law shall not constitute a waiver of that or any other right or remedy. If any provision of these provisions is held to be invalid or unenforceable, the provision will be enforced to the maximum extent permissible so as to affect the intent of the Parties, and the remaining provisions of the Terms of Use shall remain in force.

4.5. In particular, you hereby acknowledge and agree that you may not use the Platform, nor any of our website, to: (i) publish, upload, post, email, transmit or otherwise make available any user content that (a) you does not have the right to make available (b) is unlawful, harmful, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable; (c) infringes any intellectual property rights of any party, (d) includes any unsolicited or unauthorized advertising, promotional materials, surveys, junk mail, spamming, chain letters, or any other form of solicitation, commercial or otherwise, or (e) contains a software virus, Trojan horse, worm, time bomb, cancelbot, corrupted file, or any other computer file or software designed to interrupt, destroy, damage or limit the functionality of any computer hardware, software or other property; (ii) defame, harass, abuse, stalk, threaten or violate the legal rights of others such as rights of privacy and publicity or business integrity; (iii) impersonate any person or entity, including, but not limited to, an InQuartik official, one of our employees, or any other third party, or falsely state or otherwise misrepresent your affiliation with a person or entity; (iv) forge email headers or otherwise manipulate identifiers in order to disguise the origin of any user content transmitted through our websites; (v) download any file or user content posted by another user that you know, or reasonably should know, should not be legally reproduced, displayed, performed or distributed in such manner; (v) interfere with or disrupt the servers, or networks which support the Platform or our websites, or disobey any requirements, procedures, policies or regulations of networks connected to our websites; (vi) violate any applicable local, state, national or international law and any regulations; (vii) harvest, collect, or store personal information or data of other users.

5. Intellectual Property Rights

5.1. All materials provided on the Platform and by us, including but not limited to the Database, information, documents, products, logos, graphics, sounds, images, software, source code, and services (the “Materials”) are provided either by us or by third-party authors, developers and vendors (the “Third Party Providers”) and are protected by intellectual property laws. The trademarks, service marks, trade names, logos and copyrights appearing on the Platform are our trademarks and copyrights, or held by our affiliates or their licensors. Any other use of Materials without our prior written permission is strictly prohibited; including but not limited to modifying, copying, distributing, transmitting, selling, licensing, creating derivative works or using all or any portions of the Materials.

5.2. Other branded products and names not belonging to us used within the Platform and in the Materials are for identification purposes only. We disclaim any and all rights in those marks.

5.3. You may not commit or permit any act or omission that would impair our intellectual property rights as stated in Section 5.1.

5.4. You hereby grant us a revocable permission to use your name, trademark and testimonials for the limited purpose of identifying you as a user of our products and services. We acknowledge the value of the goodwill in connection with your name and trademarks and shall not use such name and trademarks in any manner that is deemed by you to be harmful to your reputation.

5.5. You hereby acknowledge and agree that your username and password may not be disclosed to any unauthorized person. We may change your username and password at any time, provided that you are sent notice to your last known e-mail address. You shall keep your access information confidential and shall notify us of any violation of these Terms of Use. Database subscriptions sold to individual subscribers shall be for single users only. Database subscriptions sold to institutions, including law firms, corporations and other business, charitable or government entities, shall be for use by the individuals within such institution designated as subscribers at the time the subscription is purchased.

5.6. We grant you a non-exclusive, non-transferable, limited license to access and use our services and the Content subject to the terms and limitations set forth in these Terms of Use. All Content is licensed and not sold or assigned. You may download and temporarily store insubstantial portions of Content that you license to one personal computer storage device under your exclusive control. You may use such Content only to display internally for your individual research needs. You may also create one printout of such Content for its internal use and you may not further distribute the printouts. Content can under no circumstance be distributed to third parties without our express written consent.

5.7. You may not copy, download, store, publish, transmit, transfer, sell, reverse engineer, data-mine, disassemble, or decompile or otherwise use the Content in any form or by any means, except as expressly permitted under these Terms of Use. You may not circumvent any mechanisms for preventing the unauthorized reproduction or distribution of the Content. You may not store or use the Content to create an archival or searchable database of the Content. You may not sell, license or distribute the Content, including any printed version of the Content, to third parties. Except for the license granted in these Terms of Use, all rights, title and interest in the Database, the InQuartik Report and the Content are and shall continue to be our exclusive property.

6. License to and Permitted Uses of InQuartik Report

In the event you are a subscriber to the InQuartik Report, we hereby grant you a non-exclusive, non-transferable, limited license to access and use the InQuartik Report subject to the terms and limitations of these Terms of Use. All Content included in the InQuartik Report is licensed and not sold or assigned. You may download and temporarily store individual editions of the InQuartik Report and all Content accessible via hyperlink contained in an InQuartik Report, to one personal computer storage device and one portable computer device, such as an email-enabled mobile phone, Blackberry or PDA, under your exclusive control. You may not copy, forward or transmit (collectively “Forward” or “Forwarding”) individual editions of the InQuartik Report or Content accessible via hyperlink contained in the InQuartik Report to others except as hereafter provided. You may Forward an InQuartik Report to a colleague, client, or legal professional in connection with the provision or prospective provision of professional legal services provided such Forwarding is not reasonably calculated to avoid payment of a subscription fee by the recipients. The phrase “reasonably calculated to avoid payment of a subscription fee by recipients” includes, but is not limited to, the following activities which are expressly prohibited: (i) Forwarding more than five (5) editions of the InQuartik Report in any calendar month, and (ii) Forwarding any edition of the InQuartik Report to more than five (5) recipients. In addition to the above exceptions, we liberally grant permission to Forward the InQuartik Report on a case-by-case basis, and we request subscribers to contact us for such permission when in doubt. You may not store or use the InQuartik Report to create an archival or searchable database of the Content and you may not sell, license or distribute the InQuartik Report (including any printed version of the InQuartik Report) to third parties. You may report individual cases, orders, or other events that appear in the InQuartik Report (provided such report is substantially less than all Content contained in an InQuartik Report) in a web-log, newsletter, website, or similar publication provided you attribute such information to us at the time of publication in a reasonable and customary fashion. Except for the license granted in these Terms of Use, all rights, title and interest in us, the InQuartik Report, and the Content are and shall continue to be our exclusive property.

7. Access Costs

You shall provide at your own expense the equipment and Internet connections that you need to access to use our services. Those costs shall be in addition to any purchases you make from us. In the event you access our services through wireless applications, such as cell phones, your carrier, such as a wireless carrier, may charge fees for alerts, text messaging (including receiving/sending instant messages and e-mail), web browsing and other services that require the use of airtime and wireless data services. In the event you register for any services from us that are delivered by text messages or short messaging services, you hereby authorize the delivery of such messaging services to the wireless unit and number designated by you. You acknowledge that you are solely responsible for determining any standard text messaging fees that may be incurred from your carrier while using the service. You hereby authorize us to deliver it the messaging service until you elect to opt out of such messaging service.

8. Fees and Payment

8.1. You shall pay the applicable fees and charges for purchases that you make from us. We shall disclose your payment terms at the time you make a purchase from us. All charges are nonrefundable.

8.2. In the event you subscribe any service that requires payment, you shall give us accurate billing and payment information and keep this information up to date. Every time you use our or otherwise access our services, you acknowledge that (i) we are authorized to charge you through our designated payment method; (ii) We may submit charges incurred under your account for payment; and (iii) you shall be responsible for such charges. YOU HEREBY ACKNOWLEDGES AND AGREES THAT WE MAY CHARGE YOUR PAYMENT METHOD FOR ALL AMOUNTS DUE TO US WITHOUT ADDITIONAL NOTICE OR CONSENT unless required otherwise by law. In the event we do not receive payment from your designated payment method, you shall pay all amounts due upon demand by us. You are solely responsible for all charges incurred under your account. We may, in our sole discretion, post charges to your payment method individually or may aggregate your charges with other purchases you make on the Platform. You hereby acknowledge and agree that any submissions you make for electronic purchases constitute your intent and agreement to be bound by the Terms of Use of and pay for such purchases.

8.3. You shall notify us about any billing problems or discrepancies within fifteen (15) days after they first appear on the statement you receive from your bank. In the event you do not bring such problems or discrepancies to our attention within fifteen days, you hereby acknowledge and agrees that you unconditionally waive the right to dispute such problems or discrepancies.

8.4. Fees and charges do not include any applicable taxes. You shall be solely responsible for the payment of all applicable taxes or other governmental charges, including withholding taxes in any jurisdiction. Any withholding tax imposed may not be deducted from the payment to us.

8.5. You shall pay the fees and charges within sixty (60) days from the reception of the invoice unless otherwise set forth in writing.

8.6. All payments to us shall be made in United States dollars (USD) to our designated bank account.

8.7. Your subscription to our services shall continue on a recurring monthly or annually basis corresponding to the term of your subscription unless and until you cancel your subscription or when your account is otherwise suspended or discontinued pursuant to these Terms of Use.

8.8. You may cancel your subscription at any time. Under such circumstance, you shall continue to have access to our services through the end of your subscription period. You shall cancel your subscription before your next renewal date in order to avoid the following billing. Due to the type of information being licensed and the service provided to you, we are unable to accept or offer returns once the subscription has been activated, services have been performed or Materials have been purchased.

8.9. We may issue discount coupons to you from time-to-time applicable to a specified Platform. Coupons issued are valid for a limited time only and expiration dates may vary. Unless otherwise specified, all coupons have no cash value. Coupons and their face value cannot be exchanged for cash or gift cards. Refunds may not be provided if the total value of the coupons exceeds the value of the transaction.

8.10. We shall issue invoices and send them to you subsequently to the provision of services.

9. Confidentiality

9.1. During the term of the Agreement and also for ten (10) years following the termination or expiration of the Agreement, the contents, terms and all information related to this Agreement, or provided pursuant to, shall be held as confidential by both you and us, and shall not be disclosed to any other person except:
9.1.1. to the auditors and to the legal advisers of that Party to whom the confidentiality obligations shall extend; or
9.1.2. where that Party is under a legal or regulatory obligation to make such disclosure, but limited to the extent of that legal obligation; or
9.1.3. to any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes; or
9.1.4. to the extent that it is already in the public domain (other than as a result of a Party’s own breach of this Agreement); or
9.1.5. to any person to (or through) whom either Party assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under this Agreement, with the other Party’s prior written consent; or
9.1.6. with the prior written consent of the other Party.

9.2. Either you or we may not allow third parties, other than duly authorized employees of the other Party, to use, take possession of or have knowledge of the passwords provided by such Party, if any.

9.3. Any breach of this Article 9 would constitute irreparable harm. The non-breaching Party shall be entitled to seek injunctive relief to enforce this article in addition to whatever remedies it may otherwise be entitled to at law or in equity.

10. Representations

10.1. We represent and warrant that, to the best of our knowledge:
(i) The services we provide do not and shall not contain any libelous or defamatory matter or violate any right of privacy, personal or proprietary right.
(ii) We shall operate our business in accordance with all applicable material laws and regulations, without any interruption or alteration in nature, scope or manner. To this extent, we represent and warrant that we have obtained and complied, and we will comply until the termination or expiration of this Agreement, with all necessary powers, permits, licenses, notifications and authorizations that are necessary to carry out our business operations and related activities.

10.2. You represent and warrant that, to the best of your knowledge:
(i) Your execution of this Agreement, and the performance of your obligations and duties hereunder, do not and will not violate any agreement to which you are a party or by which you are otherwise bound.
(ii) You shall operate your business in accordance with all applicable material laws and regulations, without any interruption or alteration in nature, scope or manner. To this extent, you represent and warrant that you have obtained and complied, and you will comply until the termination or expiration of this Agreement, with all necessary powers, permits, licenses, notifications and authorizations that are necessary to carry out business operations and related activities.
(iii) In the event you are registering on behalf of an entity, you have the authority to bind your principal or employer company.
(iv) All information that you provide or have provided is true and current.

10.3. Neither Party is subject to any pending or threatened litigation or governmental action that could interfere with its performance of this Agreement.

11. Disclaimer of Warranties

We provide all content ‘as is’, with all faults and ‘as available’. YOUR USE OF OUR IS AT YOUR OWN RISK. We make no express warranties or guarantees about the Content or Materials. TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM IMPLIED WARRANTIES THAT THE WEBSITES, SERVICES, CONTENT AND MATERIALS ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, TIMELY, RELIABLE, NON-INFRINGING or that the website, the InQuartik Reports or the server(s) on which they are hosted are free of viruses, bugs or other harmful components. WE DOES NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM YOUR USE OF OUR SERVICES, INCLUDING ANY SUPPORT SERVICES, SHALL BE EFFECTIVE, RELIABLE, ACCURATE OR MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU SHALL BE ABLE TO ACCESS OR USE OUR SERVICES AT TIMES OR LOCATIONS OF YOUR CHOOSING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OUR REPRESENTATIVES SHALL CREATE A WARRANTY.

Every effort is made to assure that all information published is correct. However, we disclaim any liability for errors or omissions provided throughout the course of the services. As a subscriber, you acknowledge that you assume the risk of possible errors or omissions. No legal advice is intended or offered by us in making any of the Content available. We disclaim any and all liability related to any decision taken by anyone in reliance upon the Content.
You further acknowledge that services provided by us may be affected by sudden interruptions or other failures. The Platform requires the services and products provided by third party providers to operate, such as internet or cloud service stability, and hardware device barriers. You acknowledge that aforementioned reasons may cause the Platform to be unavailable at times, for which we disclaim all liability.

12. Limitation of Liability, Cap and Force Majeure

12.1. WE MAY NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF OUR SERVICES AND SOFTWARE. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE, COMPUTER INFECTION, OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IN THE EVENT WE 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, OUR LIABILITY IN SUCH JURISDICTION SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

12.2. IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO THE USE OF THE WE SERVICES EXCEED THE TOTAL AMOUNT YOU PAID FOR THE PARTICULAR WE PURCHASE AT ISSUE WITHIN TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF SUCH CLAIM.

12.3. UNDER NO CIRCUMSTANCES MAY WE BE LIABLE FOR ANY LOSS OR FAILURE TO PERFORM OUR OBLIGATIONS DUE TO FORCE MAJEURE, INCLUDING BUT NOT LIMITED TO LABOR SHORTAGES, STRIKES, RIOTS, ACTS OF GOD, FLOODS, LIGHTNING, FIRE, EPIDEMIC, POWER OR COMMUNICATION UTILITY INCLUDING INTERNET SHORTAGES, FAILURES, EARTHQUAKES, WAR, OR RESTRICTIONS, REGULATIONS, ORDERS IMPOSED BY ANY GOVERNMENT, AGENCY OR SUBDIVISION THEREOF.

12.4. IRRESPECTIVE OF LEGAL REASONS, WE AND OUR AFFIALIATES AND SUBSIDIARIES SHALL ONLY BE LIABLE IN THE CASES SET OUT BELOW: (i) ANY MANDATORY LIABILITY UNDER APPLICABLE PRODUCT LIABILITY LAWS; (ii) GROSS NEGLIGENCE AND WILFUL MISCONDUCT; (iii) PERSONAL INJURY OR DEATH RESULTING FROM OUR, OR OUR AFFILIATES’ OR SUBSIDIARIES’ NEGLIGENCE OR WILFUL MISCONDUCT; (iv) SLIGHT NEGLIGENT BREACH OF A SIGNIFICANT CONTRACTUAL OBLIGATION. IN THIS CASE, WE OR OUR AFFILIATES’ OR SUBSIDIARIES’ LIABILITY SHALL BE LIMITED TO SUCH DAMAGES WHICH ARE TYPICAL FOR THIS TYPE OF AGREEMENT AND PREDICTABLE AT THE POINT IN TIME OF THESE TO ENTERING INTO FORCE. IN ALL OTHER CASES, NEITHER WE NOR OUR AFFILIATES, SUBSIDIARIES, EMPLOYEES, AGENTS AND SUBCONTRACTORS SHALL BE LIABLE FOR ANY KIND OF DAMAGES OR CLAIMS HEREUNDER.

13. Links to Other Sites

The Database or the InQuartik Reports may contain links to other websites. These links are provided to you only as a convenience and their presence do not imply endorsement by us or our affiliates or subsidiaries, of any association with such websites’ operators. You hereby acknowledge and agree that we and our affiliates and subsidiaries are in no way responsible or liable for the availability or content of the websites on linked sites. We and our affiliates and subsidiaries make no representations whatsoever about any other website you may access through these links. Any concerns regarding services offered or content which is published by these other sites should be directed to the operator of that specific website and not us.

14. Termination

14.1. The Agreement shall become effective as of the date of subscription and shall continue in force and effect, for a three (3)-year period. Thereafter, the Agreement shall automatically be renewed for successive one (1)-year periods unless either Party notifies the other Party in writing at least ninety (90) days prior to the end of the extended period that it does not wish to extend the term of the Agreement. You may not terminate the Agreement for convenience during the initial three-year term.

14.2. The Parties may, upon written notice to the other Party, terminate the Agreement immediately if: (a) the other Party enters into bankruptcy or a composition with its creditors; (b) a court order is made for the liquidation or winding up of the other Party; or (c) an effective resolution is passed or an application is submitted for the winding up of the other Party (other than for the purposes of amalgamation or reconstruction).

14.3. Either Party may terminate this Agreement in the event the other Party commits a material breach of this Agreement which remains uncured for sixty (60) days.

14.4. Due to the type of services offered by us, you acknowledge and agree that no returns on payments will be offered once the service is activated.

14.5. The expiration or termination of this Agreement shall not affect either Party’s respective accrued rights and obligations. Any provision of the Agreement which shall not become ineffective by its nature shall remain effective after the expiration or termination of this Agreement.

14.6. We may cancel or suspend your access to the Platform at any time, without cause or notice. We may cooperate with legal authorities and third parties in the investigation of any suspected or alleged crime or civil wrongdoing.

15. Indemnification

15.1. Upon a request by us, you shall indemnify, defend and hold harmless InQuartik and its subsidiaries and affiliates and their respective employees, attorneys, assigns, successors-in-interest, contractors, vendors, suppliers, licensors, licensees and sublicensees, from and against any and all claims, damages, causes of action, costs, including reasonable attorneys’ fees, and other expenses that arise directly or indirectly out of or from: (1) your actual or alleged breach of these Terms of Use or the Agreement; (2) any allegation that any Content or other material you have submitted or transmitted to us infringe, misappropriate or otherwise violate the copyright, trademark, trade secret or other intellectual property rights of any party; (3) your activities or omissions in connection with the Database and the InQuartik Reports; or (4) any negligent or tortious conduct by you, including any infringement or violation of any patent, copyright, trade secret, or other proprietary interest of any third party. We reserve the 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 shall unconditionally cooperate with us in asserting any available defenses.

15.2. In the event you use the Platform or our services on behalf of a third party, that third party shall accept the terms of the Agreement.

16. Notices

Your affirmative act of making purchases or registering for our services constitutes your electronic signature to these Terms of Use, through which you consent to enter into these agreements with us electronically. You hereby acknowledge and agree that we may send to you in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding us (collectively, the “Notices”). We may send to you electronic Notices (1) to the e-mail address that you provided to us during registration or (2) by posting the Notice on our webpage. The delivery of any Notice from us is effective when sent by us, regardless of whether you read the Notice when you received it or whether you actually received it. You may withdraw its consent to receive Notices electronically by canceling or discontinuing your use of the applicable service.

In order to receive Notices electronically, you shall constantly maintain the email address or web address which you have provided to us, a means of accessing those notices, by means of a computer, laptop, tablet, mobile device or otherwise, and be connected to an internet service provider with a connection to allow such notice. You shall need a printer attached to your personal computer to print any such Notices. All agreements completed electronically shall be deemed for all legal purposes to be in writing and legally enforceable as a signed writing.

17. Entire Agreement

These Terms of Use, the Agreement and any supplemental terms, policies, rules and guidelines posted on the Platform constitute the entire agreement between you and us and supersede all previous written or oral agreements. In the event any part of these Terms of Use or of the Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, whilst the remaining portions shall remain in full force and effect.

18. Choice of Law and Dispute Resolution

18.1. You hereby acknowledge and agree that the laws of the Republic of China shall govern these Terms of Use, the Agreement as well as any claim or dispute that you may have against us, without regard to Republic of China conflict of laws rules.

18.2. You hereby acknowledge and agree that any disputes or claims that you may have against us shall be resolved by the Taiwan Taipei District Court, Republic of China, and you hereby consent to the personal and subject matter jurisdiction of such court.

19. Assignment

We may assign the Agreement at any time without notice to you. You may not assign the Agreement to any third party.

20. Data Protection

20.1. Under the provisions of this Agreement, the Parties shall act as data controllers for the processing of personal data under the Agreement.

20.2. The Parties undertake and warrant that they shall implement appropriate technical and organizational measures to ensure and to be able to demonstrate that the processing of personal data is performed in accordance with the provisions of the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, repealing Directive 95/46/EC (the General Content Protection Regulation, the “GDPR”), in force on the 24 May 2016 and applicable from 25 May 2018.

20.3. Notwithstanding the above, the Parties shall implement appropriate safety measures in accordance with Section 32 of the GDPR.

20.4. Notwithstanding the above, in the event you transfer InQuartik Reports or Materials to clients established in jurisdictions that are not part of the European Union, you shall comply at all times with the provisions of the GDPR, in particular its Chapter V.

20.5. You shall at all times treat information provided by us under the Agreement, whether incorporated in the InQuartik Reports, the Materials or under other formats, in accordance with the provisions of the GDPR.

21. General Provisions

21.1. No term or provision hereof shall be deemed waived and no breach consented to or excused, unless such waiver, consent or excuse is in writing and signed by the Party claimed to have waived, consented or excused. Should either Party consent, waive or excuse a breach by the other Party, such shall not constitute a consent to, waiver of, or excuse of any other different or subsequent breach whether or not of the same kind as the original breach.

21.2. The Parties hereto are independent contractors. Neither Party is an employee, agent, partner or joint venture of the other. Neither Party shall have the right to bind the other to any agreement with a third Party or to incur any obligation or liability on behalf of the other Party.

21.3. The Parties hereby agree and acknowledge that the content of this Agreement has been individually negotiated by the same Parties and that the Parties have, prior to the execution of this Agreement, received advice on the commercial, tax and legal consequences of this Agreement.

21.4. The language of this Agreement, and of the transactions envisaged by it, is English and all notices, demands, requests, statements, certificates or other documents or communications shall be in English unless otherwise agreed by the Parties in writing.

21.5. Your confidentiality obligations under the Agreement shall survive termination of its account. Upon any termination of your account, you shall cease use of confidential information and return or destroy all confidential information in your possession or control.