InQuartik Terms of Use

Last Updated: May 01, 2022

The Terms of Use govern the Client’s use of InQuartik services, including all use, submissions and purchases that the Client makes or shall make from the InQuartik patent database (the “Database”) from which are derived the InQuartik reports (the “InQuartik Reports”).

InQuartik may change any term of these Terms of Use at any time upon providing a seven (7)-day notice of such change to the Client. In the event the Client disagrees with any changes to these Terms of Use, the Client shall discontinue the Client’s use of InQuartik before the changes take effect. The Client hereby consents that its ongoing use of InQuartik after the changes have taken effect shall imply the Client’s irrevocable agreement to the revised or added terms. The Terms of Use shall be part of, and shall govern, the provisions of the Agreement.

1. Registration

InQuartik shall open an account for the Client promptly upon receiving the Client’s request through the “sign-up” option on the Platform. The Client shall provide complete and accurate registration information, including accurate and up-to-date billing information. The Client shall keep this information up-to-date.

 

2. Changes to the Services and Maintenance

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

2.2. InQuartik shall dedicate certain support personnel to provide adequate training and information for the Client. Such training and support shall take place upon prior written request by the Client 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 InQuartik’s services shall be posted on InQuartik’s websites, or otherwise notified to The Client within five (5) business days of such update.

2.4. InQuartik shall diagnose all reported issues and correct any reported critical issue within two (2) business days from its receipt and confirmation.

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

 

3. Privacy Issues

3.1. InQuartik may at all times receive and store certain types of website and email usage information whenever the Client visits any of InQuartik’s websites or open one of InQuartik’s emails. InQuartik 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, InQuartik may store information about whether or not the email was viewed, whether or not images were downloaded from InQuartik’s server, links that may have been accessed, the identity of the subscriber, and whether or not the report has been forwarded to a third party.

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

3.3. InQuartik uses information collected to assess the Client’s needs and interests and enhance the services provided to the Client under this Agreement. InQuartik may use the Client’s information to assist the Client in completing processes or transactions, processing billing, providing ongoing support or offering the Client relevant search results and tailored content. InQuartik may use the Client’s information to contact the Client to complete surveys that InQuartik uses for marketing and quality assurance purposes. The Client agrees to receive emails or other communications from InQuartik from time to time, for which the Client may opt out at any time during the term of this Agreement.

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

3.5.  InQuartik may disclose and transfer the Client’s personal information to trusted third-party processors and service providers within or outside of the jurisdiction in which the Client is based. All such third-party processors involved shall protect the Client’s personal information and comply with data protection regulations. Whenever in the course of sharing information, InQuartik 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 InQuartik collects in one jurisdiction may be transferred to InQuartik’s servers located in another jurisdiction. InQuartik shall arrange security safeguards to facilitate the international transfer of such information.

3.7. With respect to the Client’s personally-identifiable information, including but not limited to names, birthdays, marital status, family, education, occupation, contact information that the Client provides to InQuartik, the Client may request InQuartik to export, update or delete the Client’s personal information. The Client may also request InQuartik to send the Client a copy of, and that InQuartik stops the collection, process, and use of, such information. InQuartik shall comply with the Client’s request and instruction in a timely manner. InQuartik may also charge a reasonable cost for reviewing or making duplications of the Client’s personal information.

3.8. InQuartik may ask the Client to submit a scanned copy of the Client’s identification, such as ID cards, membership certificates, for the sole purpose of confirming the Client’s identity and enrolling the Client into specific programs. Upon confirmation, InQuartik shall systematically delete the copy of identification that the Client has submitted.

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

3.10. The Client acknowledges that by blocking, deleting, or turning off cookies used on InQuartik’s website, the Client may not be able to take full advantage of InQuartik’s features. Similarly, in the event the Client refuses to provide its personally-identifiable information to InQuartik, the Client may be unable to access certain services as such information may be necessary for these services to function properly.

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

 

4. Client’s Responsibilities

4.1. The Client shall be solely responsible for all activities under the Client’s account, including all legal liability incurred from the use of the Client’s account by the Client itself. The Client may not use the Platform, InQuartik’s 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 InQuartik’s website. The Client may not give access to its account, or disclose its password to third parties. The Client is solely responsible for keeping its account information, including all passwords, strictly confidential.

4.2. The Client shall follow applicable laws and regulations, including export and re-export control laws and regulations, any policies notified to The Client on the Platform. The Client may not misuse the Platform, make InQuartik services available to third parties except with InQuartik’s 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 InQuartik provides or use the Platform for any illegal purpose. The Client shall use commercially reasonable efforts to prevent any unauthorized access to or use of any service on the Platform and promptly notify InQuartik of any such unauthorized access or use. InQuartik may suspend or stop providing the Platform and its services to the Client in the event the Client does not comply with the terms of this Agreement.

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

4.4. In particular, the Client hereby acknowledges and agrees that it may not use the Platform, nor any InQuartik website, to: (i) publish, upload, post, email, transmit or otherwise make available any user content that (a) the Client 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, InQuartik employee, or any other third party, or falsely state or otherwise misrepresent the Client’s 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 the InQuartik websites; (v) download any file or user content posted by another user that the Client knows, or reasonably should know, should not be legally reproduced, displayed, performed or distributed in such manner; (vi) interfere with or disrupt the servers, or networks which support the Platform or the InQuartik websites, or disobey any requirements, procedures, policies or regulations of networks connected to the InQuartik websites; (vii) violate any applicable local, state, national or international law and any regulations; (viii) 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 InQuartik, 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 InQuartik 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 trademarks and copyrights of InQuartik, its affiliates, or their licensors. Any other use of Materials without the prior written permission of InQuartik 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 InQuartik used within the Platform and in the Materials are for identification purposes only.

5.3. The Client may not commit or permit any act or omission that would impair InQuartik’s intellectual property rights as stated in Section 5.1.

5.4. The Client hereby grants InQuartik a revocable permission to use the Client’s name, trademark, and testimonials for the limited purpose of identifying the Client as a user of InQuartik’s products and services. InQuartik acknowledges the value of the goodwill in connection with the Client’s name and trademark and shall not use such name and trademark in any manner that is deemed by the Client to be harmful to its reputation.

5.5. The Client hereby acknowledges and agrees that its username and password may not be disclosed to any unauthorized person. InQuartik may change the Client’s username and password at any time, provided that the Client is sent notice to the Client’s last known e-mail address. The Client shall keep the Client’s access information confidential and shall notify InQuartik 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. InQuartik grants the Client a non-exclusive, non-transferable, limited license to access and use InQuartik’s 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. The Client may download and temporarily store insubstantial portions of Content that the Client licenses to one personal computer storage device under the Client’s exclusive control. The Client may use such Content only to display internally for the Client’s individual research needs. The Client may also create one printout of such Content for its internal use and the Client may not further distribute the printouts. The Content can under no circumstance be distributed to third parties without InQuartik’s express written consent.

5.7. The Client 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. The Client may not circumvent any mechanisms for preventing the unauthorized reproduction or distribution of the Content. The Client may not store or use the Content to create an archival or searchable database of the Content. The Client 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 the exclusive property of InQuartik.

 

6. License to and Permitted Uses of InQuartik Report

In the event the Client is a subscriber to the InQuartik Report, InQuartik hereby grants the Client 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. The Client 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 the Client’s exclusive control. The Client 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. The Client may Forward an InQuartik Report to a colleague, the 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, InQuartik liberally grants permission to Forward the InQuartik Report on a case-by-case basis, and InQuartik requests subscribers to contact InQuartik for such permission when in doubt. The Client may not store or use the InQuartik Report to create an archival or searchable database of the Content and the Client may not sell, license or distribute the InQuartik Report (including any printed version of the InQuartik Report) to third parties. The Client 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 the Client attribute such information to InQuartik 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 InQuartik, the InQuartik Report, and the Content are and shall continue to be InQuartik’s exclusive property.

 

7. Access Costs

The Client shall provide at its own expense the equipment and Internet connections that the Client needs to access to use InQuartik services. Those costs shall be in addition to any purchases the Client makes from InQuartik. In the event the Client accesses InQuartik services through wireless applications, such as cell phones, the Client’s 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 the Client registers for any services from InQuartik that are delivered by text messages or short messaging services, the Client hereby authorizes the delivery of such messaging services to the wireless unit and number designated by the Client. The Client acknowledges that it is solely responsible for determining any standard text messaging fees that may be incurred from its carrier while using the service. The Client hereby authorizes InQuartik to deliver it the messaging service until the Client elects to opt out of such messaging service.

 

8. Fees and Payment

8.1. The Client shall pay the applicable fees and charges for purchases that it makes from InQuartik. InQuartik shall disclose the Client’s payment terms at the time the Client makes a purchase from InQuartik. All charges are nonrefundable.

8.2. In the event the Client subscribes to any service that requires payment, the Client shall give InQuartik accurate billing and payment information and keep this information up to date. Every time the Client uses InQuartik or otherwise accesses InQuartik’s services, the Client acknowledges that (i) InQuartik is authorized to charge the Client through its designated payment method; (ii) InQuartik may submit charges incurred under the Client’s account for payment; and (iii) the Client shall be responsible for such charges. THE CLIENT HEREBY ACKNOWLEDGES AND AGREES THAT INQUARTIK MAY CHARGE THE CLIENT’S PAYMENT METHOD FOR ALL AMOUNTS DUE TO INQUARTIK WITHOUT ADDITIONAL NOTICE OR CONSENT unless required otherwise by law. In the event InQuartik does not receive payment from the Client’s designated payment method, the Client shall pay all amounts due upon demand by InQuartik. The Client is solely responsible for all charges incurred under its account made by the Client. InQuartik may, in its sole discretion, post charges to the Client’s payment method individually or may aggregate the Client’s charges with other purchases the Client makes on the Platform. The Client hereby acknowledges and agrees that any submissions the Client makes for electronic purchases constitute the Client’s intent and agreement to be bound by the Terms of Use of and pay for such purchases.

8.3. The Client shall notify InQuartik about any billing problems or discrepancies within fifteen (15) days after they first appear on the statement the Client receives from the Client’s bank. In the event the Client does not bring such problems or discrepancies to InQuartik’s attention within fifteen days, the Client hereby acknowledges and agrees that it unconditionally waives the right to dispute such problems or discrepancies.

8.4. Fees and charges do not include any applicable taxes, to the sole exception of Republic of China business tax (營業稅) in those instances where such tax is levied. The Client shall therefore be solely responsible for the payment of all applicable taxes or other governmental charges, including withholding taxes in any jurisdiction, to the sole exception of Republic of China business tax when applicable. Any withholding tax imposed may not be deducted from the payment to InQuartik.

8.5. The Client shall pay the fees and charges within thirty (30) days from the reception of the invoice unless otherwise set forth in writing.

8.6. All payments to InQuartik shall be made in United States dollars (USD) or in Taiwan dollars (TWD), as the case may be, to InQuartik’s designated bank account.

8.7. The Client’s subscription to InQuartik’s services shall continue on a recurring monthly or annually basis corresponding to the term of the Client’s subscription unless and until the Client cancels its subscription or when the Client’s account is otherwise suspended or discontinued pursuant to the terms of this Agreement.

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

8.9. InQuartik may issue discount coupons to the Client 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. InQuartik shall issue invoices and send them to the Client subsequently to the provision of services by InQuartik to the Client.

8.11. In the event the Client fails to pay applicable fees and charges as stipulated in this Agreement, InQuartik may request from the Client the payment of liquidated damages up to one thousandth of the amount to be paid for each overdue day. InQuartik may terminate this Agreement without prior notice in the event the Client’s payment has not been received for more than ten (10) days. InQuartik’s right of immediate termination shall not preclude InQuartik from requesting the Client to pay damages indemnifying InQuartik for its losses and lost benefits.

 

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 each of the Parties 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 set out in this Agreement 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 Party 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 for the purpose of this Agreement, if any.

9.3. The Parties hereby agree and undertake that any breach of this Article 9 would constitute irreparable harm, and that the non-breaching Party shall be entitled to seek injunctive relief to enforce this article in addition to whatever remedies such Party may otherwise be entitled to at law or in equity.

9.4. Upon the termination or expiration of this Agreement, the Client shall, at the request of InQuartik, return to InQuartik or destroy any files, information or software containing confidential information, or delete any confidential information stored in relevant memory devices, and may not continue using such confidential information.

 

10. Representations

10.1. InQuartik represents and warrants that, to the best of its knowledge:

(i) The services it provides under this Agreement do not and shall not contain any libelous or defamatory matter or violate any right of privacy, personal or proprietary right.
(ii) For the term of this Agreement it shall operate its business in accordance with all applicable material laws and regulations, without any interruption or alteration in its nature, scope, or manner. To this extent, InQuartik represents and warrants that it has obtained and complied, and it 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 its business operations and the activities regulated by this Agreement.
(iii) InQuartik and its legal representatives have the legal capacity and powers to duly execute and perform this Agreement.

10.2. The Client represents and warrants that, to the best of its knowledge:

(i) The Client’s execution of this Agreement, and The Client’s performance of its obligations and duties hereunder, do not and will not violate any agreement to which The Client is a party or by which it is otherwise bound.
(ii) For the term of this Agreement, The Client shall operate its business in accordance with all applicable material laws and regulations, without any interruption or alteration in its nature, scope, or manner. To this extent, The Client represents and warrants that it has obtained and complied, and it 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 its business operations and the activities regulated by this Agreement.
(iii) The Client and its legal representative have the legal capacity and powers to duly execute and perform this Agreement.
(iv) In the event the Client is registering on behalf of an entity, the Client has the authority to bind the Client’s principal or employer company.
(v) All information that the Client provides or has 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

InQuartik provides all content ‘as is’, with all faults and ‘as available’. THE CLIENT’S USE OF INQUARTIK IS AT ITS OWN RISK. InQuartik makes no express warranties or guarantees about InQuartik or any of its Content or Materials. TO THE EXTENT PERMITTED BY LAW, INQUARTIK DISCLAIMS IMPLIED WARRANTIES THAT THE WEBSITES, SERVICES, CONTENT AND MATERIALS ON INQUARTIK 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. INQUARTIK DOES NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE CLIENT’S USE OF THE INQUARTIK SERVICES, INCLUDING ANY SUPPORT SERVICES, SHALL BE EFFECTIVE, RELIABLE, ACCURATE OR MEET THE CLIENT’S REQUIREMENTS. INQUARTIK DO NOT GUARANTEE THAT THE CLIENT SHALL BE ABLE TO ACCESS OR USE THE INQUARTIK SERVICES AT TIMES OR LOCATIONS OF THE CLIENT’S CHOOSING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY INQUARTIK’S REPRESENTATIVES SHALL CREATE A WARRANTY.

Every effort is made to assure that all information published is correct. However, InQuartik disclaims any liability for errors or omissions provided throughout the course of the services. As a subscriber, the Client acknowledges that it assumes the risk of possible errors or omissions. No legal advice is intended or offered by InQuartik in making any of the Content available. InQuartik disclaims any and all liability related to any decision taken by any party in reliance upon the Content.

The Client further acknowledges that services provided by InQuartik 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. The Client acknowledges that aforementioned reasons may cause the Platform to be unavailable at times, for which InQuartik disclaims all liability.

 

12. Limitation of Liability, Cap and Force Majeure

12.1. INQUARTIK MAY NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM THE CLIENT’S USE OF THE INQUARTIK 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 INQUARTIK 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, INQUARTIK’S LIABILITY IN SUCH JURISDICTION SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

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

12.3. UNDER NO CIRCUMSTANCES MAY INQUARTIK BE LIABLE FOR ANY LOSS OR FAILURE TO PERFORM ITS 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. However, any insufficiency or shortage of credit, capital or funds shall not be regarded as an event beyond the reasonable control of the Parties.

12.4. Either Party affected by a force majeure event and claiming to be exempt from its obligations under this Agreement shall notify the other Party of the occurrence of the force majeure event within three (3) days from the occurrence of such event, shall take all necessary actions and measures to minimize and mitigate related losses and damages and shall resume the performance of its obligations under the Agreement as soon as practicable.

12.5. IRRESPECTIVE OF LEGAL REASONS, INQUARTIK AND ITS 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 INQUARTIK’S OR ITS AFFILIATES’ OR SUBSIDIARIES NEGLIGENCE OR WILFUL MISCONDUCT; (iv) SLIGHT NEGLIGENT BREACH OF A SIGNIFICANT CONTRACTUAL OBLIGATION. IN THIS CASE, INQUARTIK OR ITS 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 INQUARTIK NOR ITS 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 the Client only as a convenience and their presence does not imply endorsement by InQuartik or its affiliates or subsidiaries, of any association with such websites’ operators. The Client hereby acknowledges and agrees that InQuartik and its affiliates and subsidiaries are in no way responsible or liable for the availability or content of the websites on linked sites. InQuartik and its affiliates and subsidiaries make no representations whatsoever about any other website the Client 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 InQuartik.

 

14. Termination

14.1. The Agreement shall become effective as of the Effective Date and shall continue in force and effect, for a twelve (12)-month period. Thereafter, the Agreement shall automatically be renewed for successive twelve (12)-month 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. The Client may not terminate the Agreement for convenience during the initial twelve-month 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 InQuartik, the Client acknowledges and agrees that no returns on payments will be offered once the service is activated. To the extent permitted by applicable laws, all payments received by InQuartik shall be non-refundable. The Client may continue to have access to InQuartik’s services through the end of the Client’s subscription period as described in the Agreement.

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. InQuartik may cancel or suspend the Client’s access to InQuartik at any time, without cause or notice. The Client’s right to use InQuartik’s services shall end once the Client’s service is terminated. InQuartik may cooperate with legal authorities and third parties in the investigation of any suspected or alleged crime or civil wrongdoing.

14.7. In the event of a termination or expiration of the term of the Agreement, Article 9 of this Agreement shall remain effective and enforceable by both Parties. Upon the termination of the Client’s account for any reason, the Client shall cease use of confidential information and return or destroy all confidential information in its possession or control.

 

15. Indemnification

15.1. Upon a request by InQuartik, the Client 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) the Client’s actual or alleged breach of these Terms of Use or the Agreement; (2) any allegation that any Content or other material the Client have submitted or transmitted to InQuartik infringe, misappropriate or otherwise violate the copyright, trademark, trade secret or other intellectual property rights of any party; (3) the Client’s activities or omissions in connection with the Database and the InQuartik Reports; or (4) any negligent or tortious conduct by the Client, including any infringement or violation of any patent, copyright, trade secret, or other proprietary interest of any third party. InQuartik reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Client, in which event the Client shall unconditionally cooperate with InQuartik in asserting any available defenses.

15.2. In the event the Client uses the Platform or InQuartik’s services on behalf of a third party, that third party shall accept the terms of the Agreement.

15.3. Except as otherwise provided in this Agreement, in the event either Party fails or has failed to perform its obligations under this Agreement, the other Party may send a written notice to the breaching Party, requiring it to perform its obligations or take appropriate remedial measures to promptly and effectively avoid or reduce losses or damage and resume the performance of its obligations. The breaching Party shall compensate the other Party for all losses and damages caused by the breach of its contractual obligations.

 

16. Notices

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

In order to receive Notices electronically, the Client shall constantly maintain the email address or web address which it has provided to InQuartik, 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. The Client shall need a printer attached to the Client’s 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 the Client and InQuartik 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. The Client hereby acknowledges and agrees that the laws of the Republic of China shall govern these Terms of Use, the Agreement as well as any claim or dispute that the Client may have against InQuartik, without regard to the Republic of China conflict of laws rules.

18.2. The Client hereby acknowledges and agrees that any disputes or claims that the Client may have against InQuartik shall be resolved by the Taiwan Taipei District Court, Republic of China, and the Client hereby consents to the personal and subject matter jurisdiction of such court.

 

19. Audit

19.1. The Client agrees to keep such books and records as are necessary to document the usage of the Data under the Agreement and/or any other obligation arising from the Agreement for at least three (3) years after the end of the calendar year to which those books and records relate.

19.2. The Client shall allow an accounting firm engaged by InQuartik to examine such books and records during the term of the Agreement and for ninety (90) days thereafter. There may only be two (2) such examinations in any twelve (12) month period unless during any such examination evidence of material errors in such books or records is encountered.

19.3. The inspection shall be with thirty (30) days advance written notice and performed during normal business hours.

19.4. The Client reserves the right to require the examining party to execute a reasonable and market standard nondisclosure agreement prior to the undertaking of such an examination.

 

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 April 27, 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 May 24, 2016 and applicable from May 25, 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 the Client transfers InQuartik Reports or Materials to the Clients established in jurisdictions that are not part of the European Union, the Client shall comply at all times with the provisions of the GDPR, in particular its Chapter V.

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

20.6. The collection, processing, use, and disclosure of personal data shall be undertaken by both Parties in accordance with the Personal Data Protection Act of the Republic of China and relevant laws and regulations.

 

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. In particular, a failure by InQuartik 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.

21.2. Each Party shall be liable for their own tax liabilities arising from the performance of this Agreement in accordance with applicable laws.

21.3. 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.

21.4. 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.

21.5. The provisions of this Agreement shall not create any third-party beneficiary rights. This Agreement is binding upon the successors of the Parties and is made solely for the benefit of the Parties, their respective successors and their permitted assigns.

21.6. This Agreement may not be amended or supplemented verbally. Any amendment may only be valid upon the execution of a written instrument by both Parties.

21.7. InQuartik may assign the Agreement at any time without notice to the Client. The Client may not assign the Agreement to any third party.

21.8. 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.