As of January 26, 2023
© Patent Cockpit by Artemis IPM GmbH
These terms and conditions ("Terms") govern the access to and the use of the intellectual property management software ("Software"), IP Management Platform "Patent Cockpit" ("Platform"), and related applications and services (collectively "Services") provided byArtemis IPM GmbH, Dornacherstrasse 288, 4053 Basel, Switzerland ("Artemis").
The Services enable Customer to facilitate managing and monitoring Customer's intellectual property.
Artemis grants the Customer a non-exclusive, revocable, non-transferable, non-sublicensable, non-perpetual license to use the Software in accordance with these Terms ("License"). The License begins upon acceptance of the Software and expires upon the termination of the Agreement. The number of issued Licenses depends on the subscription plan chosen by the Customer.
In order to gain full access to the Services, the Customer must register and create an admin account on the Platform. The Services will be accessible to the Customer in the then-current version and in accordance with the Terms. Available subscription plans and specific instructions on how to use the Services can be found on the Website.
Artemis reserves the right to limit or suspend access to the Services or delete any or all of the Customer’s accounts in case the Customer does not pay the applicable fees as agreed between the Parties or based upon Artemis' reasonable determination of the occurrence or potential for the occurrence of illegal, unlawful or fraudulent use of the Services, or attempted fraudulent activity by Customer. In case of a suspension, the Customer remains liable for all charges and fees incurred during the suspension period.
The Services are provided for the subscription period and according to the subscription plan chosen by the Customer ("Subscription").
Subscriptions are subject to auto-renewal according to the recurring interval indicated on the Website, unless terminated in accordance with Article 6. The Customer can change the subscription plan or add new Users. If not indicated by the Customer otherwise, such a change is effective immediately after the request has been processed by Artemis and, in case of an upgrade of the plan, the corresponding fee until the end of the ongoing subscription term ("Upgrade fee") has been paid. The Upgrade fee is calculated on a daily pro-rata basis and the difference between the lower and the higher plan. In the case of a monthly subscription, a standard month of 30 days is used for calculating the Upgrade fee.
Based on the subscription plan, the Customer may be able to create more user accounts to utilize the Services (together as "Users"). Sharing the Software or access to the Platform with other people or using it to facilitate illegal activities is strictly prohibited.
The Customer is responsible for the accuracy and completeness of the data and information provided by the Customer or the Users and for all acts or omissions of the Users. The Customer ensures that Users use the Services in compliance with the legal and moral obligations applicable in the territory where they are located.
The Customer is fully responsible for ensuring that Users choose a secure password in accordance with Artemis' specifications, protect their credentials and use the Services securely and in accordance with the Terms. The Customer must immediately inform Artemis of any unauthorized use of the credentials. Artemis is not liable for any damage or loss due to unauthorized account access resulting from the Users' actions or omissions.
The Customer may not circumvent or attempt to circumvent any security protection of the Software or the Platform and may not use them in unlawful or fraudulent ways or have any unlawful or fraudulent purpose or effect. The Customer is not allowed to make any changes to the Software or its source code unless explicitly agreed between the Parties. The Customer agrees it will not try to decompile or reverse engineer the Software or any part of the Software or create a similar software, regardless if on its own or in cooperation with or on-demand by another company or individual.
The Customer informs Artemis immediately of all circumstances within its sphere that might endanger or may be relevant to the providing the Services and all misuses or suspicions of misuse of the Software or Platform by Users.
Artemis may amend the Terms from time to time at its sole discretion by publishing an updated version of the Terms on the Website. Artemis will electronically notify the Customer of any material changes to the Terms. The Customer should check the Terms regularly and only use the Services upon acceptance of the changes to the Terms. The Customer's continued use of the Services following any amendments indicates acceptance of the changes to the Terms.
Artemis may change or update the Services at any time at its discretion. Artemis will notify the Customer of any material changes, i.e., changes significantly altering the nature and scope of the Services, at least 14 days ahead, unless impossible.
If the Customer disagrees with the notified material change to Service or Terms (including changes of the respective fees), it may terminate the Agreement with immediate effect within 1 month from Artemis' notice of the respective change.
Artemis provides the Customer with the support reasonably required to resolve problems with the day-to-day usage of the Services.
Artemis takes all appropriate and reasonable precautions, within the scope of technical possibilities, against data loss and to prevent unauthorized third-party access to the Customer data. Artemis backs up the data on a regular basis. For loss or corruption of Customer data, Artemis works to ensure the successful and timely backup and restoration of that data.
Artemis may subcontract third parties for all its obligations under the Agreement at its own expense unless explicitly agreed otherwise. Artemis is fully liable to the Customer for its subcontractors and ensures that subcontractors are bound to the same or stricter confidentiality obligations than Artemis.
The Customer's access to the Services is subject to payment of the fees, which are non-cancellable and non-refundable. Available subscription plans, associated fees, and possible payment methods are available on the Website. Artemis may change the subscription plans and applicable fees at any time at its sole discretion. Such changes will be effective from the upcoming subscription period and the Customer will be notified at least 14 days ahead.
If not agreed otherwise, all fees are exclusive of VAT and payable in CHF.
Subscription fees are invoiced in advance and payable by the last day of the previous subscription period. Subscription fees for plans without a specified term are payable within the period indicated on the invoice; otherwise, within 30 days from the invoice being issued. Late payments are subject to an interest rate of 5% per year.
In case the subscription fees are not paid within an additional term of 1 month after notice of non-payment, Artemis may, in its sole discretion, suspend the Customer's accounts or terminate the Agreement with immediate effect.
Either party may terminate the Agreement in writing at any time having effect at the end of each subscription period.
Either party may terminate for cause at any time in case of a material breach of these Terms by the other party.
Termination does not affect any rights, obligations, or liabilities of either party that have accrued before termination or are intended to continue to have an effect beyond termination.
Artemis will delete the Customer's accounts, including all data, within a reasonable period after termination.
The Parties retain all rights, titles, and interests, including all copyrights and trademarks and other intellectual property rights, to their own intellectual property. All intellectual property rights in the Services remain vested in Artemis. The use of the Services does not transfer any ownership of intellectual property rights between the Parties.
The Customer is granted a limited license only, subject to the restrictions provided in the Terms, for the purposes of viewing, using, and accessing the Services.
Customer shall not, without limitation, modify, copy, transmit, distribute, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use in any other way, whether in whole or in part, any information, text, graphics, images, video clips, directories, databases, data, listings or software obtained from the Services for commercial or public purposes, without Artemis' prior written permission. Systematic retrieval of content from the Services or the Website for any purpose without our prior written permission is strictly prohibited.
The Services, together with all content, data, information, and materials contained therein, are provided 'as is' and 'as available', without warranties or representations of any kind. Artemis makes the Services available to the Customer and uses reasonable care and skill in the performance of the Services.
Artemis does not guarantee that the Services are error-free and will function without any interruption or disruption. Artemis regularly carries out maintenance or improvements to the Services and its infrastructure. The Customer acknowledges that this may result in temporary delays and interruptions from time to time. Where reasonably possible, Artemis will inform the Customer about potential interruptions in advance. Any further warranty is excluded.
Artemis makes no representations or warranties of any kind, either express or implied, that the Services co-branded pages, bridge pages, and related links will be error-free and uninterrupted during the term.
Artemis is fully liable to the Customer for damages resulting from Artemis' gross negligence or wilful misconduct. Artemis’ liability for other damages, including indirect damages, unintentional or negligent acts and omissions should be limited to the maximal extent permitted by Swiss law. For direct damages, Artemis' liability is limited to the amount of the fees paid for the provision of the Services in the 12 months prior to the occurrence of the damaging event. The limitations in this section will not apply to losses or damages to the extent prohibited by applicable law or to bodily harm or damage to physical property.
The Customer is solely responsible to the Users. If any of the Users asserts claims against Artemis as a result of the use of the Services, the Customer undertakes to indemnify Artemis from all claims, damage, and expenses, including court fees and legal costs.
The Customer agrees to fully indemnify Artemis from and against any liabilities, costs, demands, causes of action, damages, and expenses arising in relation to any breach of Customer's obligations or any of the provisions of the Terms.
Neither party shall be liable for breach of these Terms (other than payment obligations) caused by circumstances beyond its reasonable control (force majeure).
In accordance with these Terms, the Parties may disclose to each other (directly or via the use of the Services) confidential information. Confidential information includes, without limitation, any information which is marked as confidential or has otherwise been indicated as being confidential or could reasonably be deemed confidential and attributable to the Customer or Artemis.
Each party undertakes to protect all confidential information that becomes accessible or known based on the Terms. This confidentiality obligation remains in force even after the termination of the Agreement.
The following information is not considered confidential information:
If not agreed otherwise, the Customer grants Artemis the right to include the Customers' name, logo, and a brief description of the services provided for advertising purposes on the Website and in other marketing materials. All other advertising measures in connection with the Customer require the Customer's prior approval.
The Customer authorizes Artemis to use, process, and store relevant data for the performance of the Services. Artemis may use anonymized data to improve its services or for analysis purposes.
Artemis may use subcontractors to fulfill its obligations under the Agreement, which may get access to personal data for assisting Artemis in providing its services. Artemis does not allow its subcontractors to use personal data for their own purposes. Artemis contractually requires its subcontractors to secrecy. Any third-party data processor must maintain appropriate physical, technical and organizational measures to protect personal data.
Communication and Notices: Notices must be given in writing, including e-mail, in English or German and need to be communicated:
It is the Customer's responsibility to keep the email address associated with the Customer's admin account current. The Customer will be deemed as having received an e-mail sent to the email address then associated with the Customer's admin account, regardless of whether the Customer actually read the email.
Links: The Services may contain third-party content or links to third-party websites. Artemis does not assume any responsibility for and does not make any warranties or representations as to any third-party content or websites, including but not limited to the accuracy, subject matter, quality, or timeliness.
No assignment: The Customer must not assign any of its rights, obligations, or claims under the Agreement without Artemis' previous written consent.
Severability: If any provision of the Terms or the Agreement (in whole or part) is held to be illegal, invalid, or otherwise unenforceable, the other provisions will remain mutatis mutandis in full force and effect.
Governing Law and Jurisdiction: All legal relationships arising from this contractual relationship are governed exclusively by Swiss law, excluding its conflict of law provisions and the UN Convention on Contracts for the International Sale of Goods (CISG). The ordinary court at the seat of Artemis has exclusive jurisdiction for all disputes arising from or in connection with the Agreement.