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不朽情缘 Services Terms
Last Updated: August 2024
Thank you for selecting the Information Services of Beijing IncoPat Technology Co., Ltd., Suzhou 不朽情缘 Technology Co., Ltd. or the contracting entity set out in the Order Forms as hereinafter defined(“不朽情缘”, “we”, “us” or “our”). The use (including trials) of any 不朽情缘’s Information Services must comply with these 不朽情缘 Services Terms (“Services Terms”). The details of the 不朽情缘 Information Service that you have selected are specified in the 不朽情缘 Information Services Agreement or similar agreements (“Order Forms”) as executed between you or your organization and 不朽情缘. Accordingly, these Service Terms and Order Forms together (“Agreement”) constitute the complete agreement between you or your organization and us. Prior to accessing the relevant information service, please review the Agreement and fully understand each term, particularly the clauses relating to Intellectual Property, License, Disclaimer, Breach, Amendment and Governing Law and Jurisdiction. Your use of the relevant 不朽情缘 information services shall be deemed as your acceptance of and agreement to comply with these Services Terms in its entirety. 不朽情缘 is entitled to decline to provide or execute other procurement documents as may be requested by you or your organization. Any such procurement documents that has not reached mutual agreement between the parties shall not be legally binding on 不朽情缘.
1.GENERAL
(a) Intellectual Property. We, together with licensors, separately maintain all tangible or intangible title to the products (including any underlying software, data models, database or data sets), any pre-existing codes, content, methodologies, templates, tool, text, software, graphics, trademarks or other materials used in performing information services and any configurations, modifications or derivatives thereto (collectively “不朽情缘 Intellectual Property”). You may only use 不朽情缘 Intellectual Property in accordance with the provisions expressly set forth in the Agreement and must notify us as soon as you become aware of any unauthorized use of 不朽情缘 Intellectual Property. Parties shall at all times act in accordance with applicable laws, rules, regulations, export controls and economic sanctions relating to and applicable to the parties and in connection with the Agreement. Your use of our Information Services does not mean you own any intellectual property relating to the content you have accessed, unless you have received the license from the proprietor of the relevant content or through other means to receive legitimate licenses. Please do not delete, hide or amend any legal notices that may be displayed within our information services or accompanying the content of such information services.
(b) Your Content.You shall provide us with accurate information when you apply to use our information services, including current content, data and material that will be used together with our products (collectively, “Your Content”). You will retain ownership of Your Content. You hereby grant 不朽情缘 a license to use Your Content as required by 不朽情缘 to provide you with the products. You must (i) ensure Your Content does not infringe third party rights or any applicable laws; and (ii) before transmitting to us, notify 不朽情缘 in advance, obtain the relevant licenses and clearly mark any of Your Content that contains sensitive data. Your obligations under this clause shall survive the expiration or termination of your Order Form. We shall not be responsible for backing up Your Content.
(c) Updates.We continue to constantly update and improve our information services. We may add or remove some functionalities as well as to suspend or discontinue certain information services and add to our information services or implement new restrictions from time to time. If we suspend certain information services, where reasonable, we will notify you in advance. Should we need to suspend the information services due to system maintenance or updates, we will notify you in advance to the extent possible. If the information services are suspended due to force majeure event, we shall not be liable to users or any third parties, but we will notify users and make efforts mitigate the loss and impact on our users.
(d) Passwords.Your access to information services may require identification verification (such as by password) or in accordance with other verifications set out in the Order Form. Sharing passwords or to providing unauthorized persons with access is strictly prohibited. Each of us shall maintain industry standard computing environments to ensure that 不朽情缘’s Intellectual Property is secure and inaccessible to unauthorized persons.
(e) Unauthorized technology.You must not run or install any artificial intelligence, computer software or hardware on our products or network; or use any technology to automatically download or perform any text or data mining or compile our data without our prior written consent. Neither party may employ any malicious software. You shall not copy, amend, publish, sell or rent out our information services or any components of software that it may contain, and you shall not undertake any reverse engineering to attempt to extract the source codes of such software, unless you have received our written consent or permitted by relevant laws. Please do not use any technical means to disrupt our information services or attempt to methods other than the interface and instructions we have provided to access our information services. You are prohibited from using our information services through machine, programming, script or other automatic means; our information services shall only be accessed via manual, independent and discreate retrieval and downloading. We will strictly monitor any irregular downloading activities by users. If you use or download in excess of the volumes specified in the agreement, we have the right to require you to stop such excessive downloads or suspend your license as well as to require you to provide a written explanation and supporting evidence (via fax or email) within 24 hours.
(f) Usage information.Provided that clause 5 below is complied with, we may collect information related to your use of our product and data. Subject to protecting our customer’s privacy, we may use this information for legitimate business reasons including to test and improve our products and information services and to protect and enforce our rights under the agreement, and may pass this information to our third party providers for the same purposes.
(g) Third party providers.Our products may include data, software and services from third parties. Some third party providers require us to pass additional terms through to you, and we shall from time to time reflect such changes in these Service Terms and notify you accordingly.
2.INFORMATION SERVICES
(a) Definitions. “Information Services”refers to the product whereby data, metadata, indicators, graphs, articles and other information (collectively “Licensed Information”) is provided by 不朽情缘 through its tools, calculations, process, internet platform, API, data transfer, dataset or collective reports and other formats.
(b) License. You and your permitted users may use the Information Services, for your internal analysis and research purposes only, and you may not (i) sell, sublicense, distribute, display , store, copy, modify, decompile, dissemble, reverse engineer, translate or transfer our property in whole or in part, or as a component of any other product, service or material; (ii) use our property to create any derivative works or any products that compete with a product offered by 不朽情缘; or (iii) execute penetration tests; (iv) restrict or bypass any functionality or restrictions in our product; or (v) allow any third parties to access, use or benefit from our property in any way whatsoever.
The Order Form sets out the product version and access method that you may use. For multi-user license, you may publish login details to your employees/members within the allowed user limit; for single-user licenses, only one user is allowed to use the same account at the same time.
License rights continue until the end of the Information Services term in the Order Form. After the information Services period ends, your account information and data stored on the server will be retained for up to 2 years. If you renew your account during the aforementioned period, we will continue to grant you the use rights of your original account.
(c) ATTRIBUTION.AS REASONABLY REQUIRED FOR THESE PURPOSES, YOU MAY QUOTE AND EXCERPT INCOPAT’S INTELLECTUAL PROPERTY IN ACCORDANCE WITH THE AGREEMENT, PROVIDED YOU APPROPRIATELY CITE AND CREDIT INCOPAT AS THE SOURCE.
3.CHARGES
Unless otherwise provided on your Order Form, you must pay our charges and other reasonable expenses, without deduction before the license start day (applicable for online subscription) or within 30 days of the license start date, unless otherwise provided on your Order Form. Payment must be in the currency stated on your Order Form. If you delay or fail to pay, we are entitled to suspend the Information Services and levy a service charge of at least 1% per month for late payment. Invoice disputes must be notified within 15 days.
4.PRIVACY
Each of us will at all times collect, disclose, store or otherwise process personal data in accordance with applicable laws, including without limitation any laws relating to individual rights and cross-border transfers. “personal data” and “process” shall be subject to the definitions under the applicable laws. 不朽情缘 respects and protects the personal privacy rights of all users. Your registration information and non-public content stored on 不朽情缘 products when using Information Services will not be disclosed to the public or actively leak to third party without your written consent, unless such disclosure is mandatory under the relevant laws and regulations. If 不朽情缘 engages a third party to provide related services, we will strictly abide by the privacy policy published on our website. We will share your registration information and other information with the third party on the basis that the third party agrees to assume same responsibility for user privacy protection. Subject to the above privacy terms, we have the right to analyze user behavior to optimize our products and to recommend you other 不朽情缘’s products, information services or event information that may be of interest to you, with your prior consent. For the purpose of unified customer management and to better provide our information services to customers, we may provide your (or other contacts in your organization’s) name and contact information (email, phone number, address (province/city)) to our overseas affiliates, you and your organization acknowledge and agree that the relevant individuals have fully informed and consented to our cross-border transfer and processing of such information in accordance with the above privacy terms.
5.CONFIDENTIALITY
As long as the information remains confidential, each of us shall not disclose confidential information received from the other party (other than information which is or becomes generally available to the public or is known to you or 不朽情缘 on a non-confidential basis), except as required by law or as necessary to perform the obligations of the agreement. Each of us will use industry standard administrative, physical and technical safeguards to protect the other’s confidential information. If a court or government agency orders either of us to disclose the confidential information of the other, that party shall notify the other so that an appropriate protective order or other remedy can be obtained, unless the court or government agency prohibits prior notification.
6.DISCLAIMERS
WE ARE NOT PROVIDING ANY ADVICE OR OPINION BY ALLOWING YOU TO ACCESS AND USE OUR PRODUCTS, INFORMATION SERVICES OR DATA (INCLUDING PERSONAL DATA AND OPINIONS OF THIRD PARTY). YOU ARE FULLY RESPONSIBLE FOR YOUR INTERPRETATIONS OF OUR DATA AND DELIVERABLES. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, WE DO NOT MAKE ANY FORM OF COMMITMENTS REGARDING OTHER MATTERS RELATED TO INFORMATION SERVICES: INCOPAT DOES NOT GUARANTEE THAT THE INFORMATION SERVICES AND FUNCTIONS PROVIDED WILL BE ABLE TO MEET YOUR REQUIREMENTS; DOES NOT GUARANTEE THE TIMELINESS, ACCURACY, USABILITY AND SECURITY OF THE INFORMATION SERVICES; DOES NOT GUARANTEE THE ACCURACY AND COMPLETENESS OF EXTERNAL LINKS SET UP TO PROVIDE CONVENIENCE TO USERS; DOES NOT GUARANTEE THAT INFORMATION SERVICES WILL NOT BE INTERRUPTED, AND INCOPAT DOES NOT ASSUME ANY LEGAL RESPONSIBILITY IF YOU ARE UNABLE TO USE THE INFORMATION SERVICES AS NORMAL DUE TO ANY REASONS SUCH AS NETWORK CONDITIONS, COMMUNICATION LINES, ETC.
7.BREACH
(a) If you violate or do not fully perform any provision of the Agreement during the use of Information Services, we have the right to send you a written notice requiring you to correct the breach within a specified period and compensate us for any losses suffered as a result of your violation. 不朽情缘 does not assume any responsibility for any losses caused to you or third parties due to your violation of the relevant laws, regulations or any terms under the agreement, including but not limited to any liability or expense arising from claims, losses, litigation or hiring lawyers, etc., and you shall bear all such responsibilities or expenses. You should also compensate us if we suffered losses as a result of your violation abovementioned.
(b) Except for the circumstances specified in (c) below, if 不朽情缘 violates the relevant laws, regulations or any terms under the Agreement and causes any direct economic losses to you, 不朽情缘 will compensate you up to the actual Information Services fees paid by you under the corresponding Order.
(c) If the account provided by 不朽情缘 cannot be logged in due to any reason caused by 不朽情缘, you should promptly notify 不朽情缘 and be entitled to request 不朽情缘 to resolve the issue within 2 working days. If 不朽情缘 cannot resolve the issue within 2 working days from the receipt of notification, 不朽情缘 will extend the service period in corresponding to the days of delay. If the problem cannot be resolved within 10 working days from the receipt of the notification due to any reason caused by 不朽情缘, you are entitled to terminate the Agreement and 不朽情缘 shall refund customer any fee collected in advance. This provision will not be applicable if you have violated the Agreement by breaching your antecedent obligations such as make payments on time. Such circumstances shall be dealt with in accordance with item (a) above.
8.TERM, TERMINATION
(a) Term.The term and any renewal terms for the services are described in your Order Form. Within the then current term of the agreement, neither party is entitled to terminate the agreement, unless there is breach of contract by the other party. Failing which, the party who terminate the Agreement before the end of the current term of the Agreement shall be liable in accordance with Section 7 above.
(b) Suspension.We may on notice suspend or limit your use of our products or other property, or terminate the agreement, (i) if required to do so by a third party provider, court or regulator; (ii) if you become or we have reasonable doubt that you are likely to become insolvent or affiliated with one of our competitors; or (iii) if there has been or it is reasonably likely that there will be: a breach of security; a breach of your obligations under the agreement; or a violation of third party rights or applicable laws, rules and regulations. Our notice will specify the cause of the suspension or limitation and, we have the right to request you to remedy the cause within a reasonable period of time. If you do not take the remedial actions or the cause does not disappear naturally within 30 days, we may terminate the agreement. During periods of suspension or limitation caused by you, you are still required to pay the relevant charges; or (iv) If we discover that the personal/company information you have provided is untrue or that you are violating the usage rules set out in these Services Terms, it will be deemed as breach of contract by you and we have the right to suspend, interrupt or terminate the Information Services provided to you at any time without notice.
(c) Effect of termination.Unless otherwise agreed by us, upon termination, all your usage rights end immediately and each of us shall return or destroy the property of the other party upon the other party's then written request. Termination of the Agreement will not (i) relieve you of your obligation to pay Clarivate any amounts you owe up to and including the date of termination; (ii) affect other accrued rights and obligations; or (iii) terminate those parts of the agreement that by their nature should continue.
9.OTHER
(a) Assignment.You may not assign or transfer the Agreement to any third party without our prior written consent.
(b) Marketing.We may refer to you as a customer and use your trade names, trademarks, service marks, logos, domain names and other brand features in our marketing materials, customer lists, presentations and related materials.
(c) Amendment. We may amend these Services Terms from time to time. If these modifications are made during the performance of the Agreement between you and us, they will become effective at the start of the renewal term.
(d) Non-solicitation.不朽情缘 is an independent contractor. You must not directly or indirectly employ or engage or solicit for employment or engagement any personnel of 不朽情缘 during the term and for 12 months thereafter. Employment resulting from a general public advertisement or search engagement not specifically targeted at the relevant personnel is precluded.
(e) Governing law and jurisdiction. Each party agrees that any claim arising out of or related to the Agreement (including the formation of this Agreement) will be governed by the laws of the People's Republic of China. If there is any dispute regarding the content or the execution of the Agreement between the parties, the parties shall try their best to resolve the dispute through friendly negotiation. If the negotiation fails, either party may file a lawsuit with the court that has jurisdiction over the dispute.
(f) Force Majeure.Other than payment obligations, neither of us shall be liable for any failure or delay in performance due to causes that cannot be reasonably controlled by that relevant party, such as acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, explosion, power failure, equipment failure, industrial or labor dispute, inability to obtain necessary supplies, and the like. Prompt notification shall be given to the other party without bearing any responsibility for the failure or delay.
(g) Notices.Unless otherwise agreed between parties, notices for 不朽情缘 must be directed to service@incopat.com.