Information Retrieval Facility Society, ZVR-Number: 589671732

Tech Gate, Donau-City Straße 1, A-1220 Wien, Austria

office@ir-facility.com

Hereinafter referred to as "IRF"

and

the authorised user

Hereinafter referred to as "User"

Hereinafter collectively referred to as "Parties"

WHEREAS the IRF retrieves data including but not limited to patent data, linguistic resource data, business data, technical data and scientific data from different sources and aggregates this data into a unified archive with a common format. Additionally the IRF adds meta-data to improve the management, maintenance, retrieval and analysis of the data. All of this information is compiled in a data collection. The IRF intends to make this data collection or subsets thereof accessible to User.

WHEREAS User is an organisation or an individual engaged in non-commercial research and development activities and wishes to receive data from the IRF.

WHEREAS both Parties wish to enter into this Agreement.

NOW THEREFORE the Parties agree as follows:

• 1. Definitions
  • 1.1."MAREC" shall comprise of data including but not limited to patent data, linguistic resource data, business data, technical data and scientific data as well as updates thereto retrieved from different sources. This data is aggregated into a unified archive with a common format, along with metadata enhancements. MAREC may be updated, at the IRF's sole discretion, from time to time.
  • 1.2."Licence" shall mean the licence rights granted under this Agreement as described in section 2.2.
  • 1.3."User" shall mean the individual or entity, as indicated under "WHEREAS User", exercising rights under this Agreement engaged in non-commercial research and development activities.
• 2.Subject of this Agreement
  • 2.1.MAREC
    • 2.1.1. During the term of this Agreement, User shall have the option to access MAREC, subject to the terms and conditions set forth below.
    • 2.1.2. The IRF may, in its sole discretion, from time to time acquire more data from other sources or add or enhance metadata to MAREC.
    • 2.1.3. User acknowledges that patent authorities or third party sources may change categories, content, data, terms and conditions or cost over time. This may affect MAREC. The IRF reserves the right to add, modify, change or delete categories, content, data, terms and conditions or cost of MAREC as a result of such change(s). Changes in data sources or improvements in MAREC may also require change in the delivery format of MAREC, and the IRF reserves the right to change the delivery format of MAREC as a result of such change(s) or improvement.
  • 2.2.Licence
    • 2.2.1. The IRF hereby grants to User a worldwide, royalty free, non-exclusive, non-transferable, non-assignable Licence to access, install, use, internally copy, change and modify MAREC provided by The IRF to User solely for User's own non-commercial research and development purposes. User shall own any changes or modifications to MAREC made by User, however, User agrees not to publish, sell, distribute or sub-license any such changes or modifications to MAREC made by User without the prior written consent of the IRF, which the IRF may deny for any reason, except to the extent such changes or modifications contain only a non-substantial part of MAREC and then only to the extent permitted by and in accordance with sections 2.2.3 and 2.2.4 below.
    • 2.2.2.User may not exercise any of the rights granted in 2.2.1 in any manner that is intended for or directed toward commercial advantage or private monetary compensation or gain. Unless otherwise agreed in writing, nothing contained in this Agreement shall be construed to grant User the right to publish, sell, distribute, market or sub-license MAREC, in whole or in part, to any third party without the prior written consent of the IRF.
    • 2.2.3. Notwithstanding sections 2.2.1 and 2.2.2. in the field of academic research and development, User may publish summaries, analytics or interpretations of its research and development activities ("Publication"), including a non-substantial part of MAREC. A non-substantial part shall mean any data extract containing less than 1% of the records of any delivered segment of MAREC. The IRF shall in its sole discretion determine whether such Publication constitutes a permissible non-substantial Publication. In the event User wishes to publish a substantial part of MAREC, User shall seek prior written approval from duly authorised representatives of the IRF. The IRF may deny approval for any reason.
    • 2.2.4. In any Publication based on or using any of MAREC, User shall provide appropriate credit to the IRF, e.g.: "This work was conducted using MAREC, provided by the Information Retrieval Facility Society www.ir-facility.org".
  • 2.3.Delivery of MAREC
    User shall provide its own terminal, modem and any other equipment or software necessary to access MAREC. User agrees to be solely responsible for its access to the Internet. User shall be solely responsible for assuring that its equipment is compatible with access requirements for the Internet. Any affect on User's access of MAREC resulting from User's Internet carrier, including the availability or response time is not the responsibility of teh IRF. User shall be solely responsible for using sufficient hardware architecture and resources as may be necessary to process MAREC. User shall be solely responsible for its own data and shall make sufficient data backups before loading or installing any new data or software.
• 3.Protection of MAREC
  • 3.1. User shall abide by all laws, rules and regulations applicable to its use of MAREC. User acknowledges that the IRF and its third party sources retain all right, title and interest in and to MAREC under applicable copyright and intellectual property laws and User acquires no ownership rights in all or any part of MAREC.
  • 3.2. User shall not remove or change any copyright notices, trademarks, disclaimer notices, proprietary markings, restrictive legends or digital watermarks included in or placed on MAREC.
  • 3.3. User shall take all necessary security measures to ensure the integrity of MAREC and to safeguard it from unauthorized access, copying, change or modification, translation, adaptation and use.
• 4.Disclaimer
  THE IRF PROVIDES MAREC "AS-IS" AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING MAREC, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, ACCURACY, OR THE PRESENCE ERRORS, OR LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE.
• 5.Reserved
• 6.Term of the Agreement
  This Agreement shall continue for an indefinite period of time and may be terminated, changed or modified by the IRF at any time without notice. However, termination of this Agreement shall not affect Licences granted prior to the effective date of termination and User may maintain and continue to use MAREC as made accessible prior to the effective date of termination, subject to the following sentence. This Agreement and the rights granted hereunder will terminate automatically upon any breach by User of the terms of this Agreement.
• 7.Confidentiality
  Both Parties may disclose the existence of this Agreement, but shall keep the terms and conditions of this Agreement confidential. Any existing Non Disclosure Agreement executed between the Parties shall remain in effect during the term of this Agreement and shall thereafter remain effective for three years (3 years) after the effective date of termination of this Agreement, notwithstanding anything to the contrary contained in the Non Disclosure Agreement.
• 8.Limitation of Liability
  • 8.1. IN NO EVENT WILL THE IRF BE LIABLE ON ANY LEGAL THEORY FOR ANY SPECIAL, INCIDENTAL, INDIRECT CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF RELATED TO, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, EVEN IF THE IRF HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY ACTION AGAINST THE IRF ARISING OUT OF; RELATED TO; OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, USER SHALL NOT BE ENTITLED TO RECOVER ANY SUM AS DAMAGES REIMBURSEMENT, CONTRIBUTION, INDEMNITY OR OTHERWISE IN EXCESS OF EURO 100.000,-- (EURO ONE HUNDRED THOUSAND) AND IN ANY EVENT, THE IRF SHALL ONLY BE LIABLE FOR DAMAGES INCURRED BY USER TO THE EXTENT THAT SUCH DAMAGE WERE INTENTIONALLY CAUSED BY THE IRF. THE IRF SHALL NOT ASSUME LIABILITY IN CASE OF SLIGHT OR GROSS NEGLIGENCE.
  • 8.2. REGARDLESS OF THE FORM OF ACTION OR CLAIMS, NO ACTION OR CLAIMS ARISING FROM THIS AGREEMENT BY USER OR ANY OTHER PERSON OR ENTITY MAY BE MADE MORE THAN 6 MONTHS FROM THE TIME USER OR ANY OTHER PERSON OR ENTITY BECAME AWARE OF THE DAMAGE.
  • 8.3. User shall defend, indemnify and hold harmless the IRF and its affiliates and their respective officers, directors, employees and agents from and against any claims, losses, damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys' fees and costs, as incurred, arising in any manner out of User's or any third party's use of, or inability to use, MAREC or any breach by User of any provision contained in this Agreement.
• 9.Miscellaneous
  • 9.1. Relationship of the Parties: Neither Party shall, by virtue of this Agreement have any right, power, or authority to act or create any obligation, express or implied, on behalf of the other Party.
  • 9.2. Partial Invalidity: If any provision of this Agreement is invalid or unenforceable under applicable law, it shall not affect the validity or enforceability of the remainder of the terms of this Agreement, and without further action by the Parties to this Agreement, such provision shall be reformed to the minimum extent necessary to make such provision valid and enforceable.
  • 9.3. Waiver: No term or provision of this Agreement shall be deemed waived and no breach consented to unless such waiver or consent shall be in writing and signed by the Party to be charged with such waiver or consent.
  • 9.4. Assignment of Rights or Obligations: The IRF may assign its rights or obligations arising under this Agreement without the prior written consent of User. User may not assign its rights or obligations arising under this Agreement without the prior written consent of the IRF.
  • 9.5. Governing Law and Jurisdiction:
    • 9.5.1. This Agreement shall be construed in accordance with and governed by the laws of Austria and shall fall within in the exclusive jurisdiction of the competent court at the IRF's domicile, if user's residency is within the European Union (EU) or Iceland, Lichtenstein, Israel, Tunisia, Turkey, Switzerland or if Austrian law is enforceable.
    • 9.5.2. This Agreement shall be governed by User's domicile local law and shall fall within the exclusive jurisdiction of the competent court at User's domicile if user's residency is not within the EU or the countries mentioned above.
  • 9.6. Entire Agreement: This Agreement and any Non Disclosure Agreement between the Parties, constitute the entire agreement of the Parties with respect to the subject hereof and shall not be modified, amended or changed by User except by a writing executed by both authorized representatives of both Parties.
  • 9.7. Survival: Notwithstanding the expiration or termination of this Agreement for any reason whatsoever, the provisions of sections 2.2.2, 2.2.3, 2.2.4, 3, 4, 6, 7, 8, and 9 shall survive.