Last Updated: July 31, 2024
If Parties enter into a separate Software as a Service Agreement ("SaaS agreement") and there is an inconsistency between the SaaS Agreement, these Terms and any additional specific terms by ClaimWise, the prevailing order shall be as follows: 1) The SaaS Agreement; 2) ClaimWise additional specific terms (if applicable); 3) These Terms.
This Terms of Service Agreement ("Agreement") is between ClaimWise AI Limited and the company or person accessing or using the Service. This Agreement consists of: (1) the Cover Page and (2) the Terms of Service defined below.
If you are accessing or using the Service on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company. By signing up, accessing, or using the Service, Customer indicates its acceptance of this Agreement and agrees to be bound by the terms of this Agreement.
Cover Page
Order Form
Terms of Service: Any modifications to the Terms of Service made in the Cover Page will control over conflicts with the Terms of Service. Capitalized words have the meanings given in the Cover Page or the Terms of Service.
Service: ClaimWise is an AI-powered patent analysis tool that accelerates patent infringement and invalidity workflows. The tool generates claim constructions for patent claims and identifies claims in uploaded prior art or infringement evidence.
Order Date: The Effective Date
Subscription Period: 1 month(s) or 1 year(s) dependent on the negotiated subscription package between Customer and Provider
Cloud Service Fees: The discretionary amount of fees charged and billed either monthly or yearly by Provider pursuant to the mutual agreement between Provider and Customer on the preferred number of Authorized users for the Service.
Payment Process: Automatic payment - Customer authorizes Provider to bill and charge Customer's payment method on file monthly for immediate payment or deduction without further approval.
Non-Renewal Notice Period: At least 30 days before the end of the current Subscription Period.
Subscription Confirmation: An email confirming Customer's rights to access and use Services. This can include details about the subscription, such as: Subscription ID, Subscription details, Pricing, and Duration, etc.
Technical Support: Customers may file support requests by emailing team@askclaimwise.com
Key Terms
Customer: The company or person who accesses or uses the Service. If the person accepting this Agreement is doing so on behalf of a company, all use of the word "Customer" in the Agreement will mean that company
Customer data: All electronic data or information that Customer submits to the Service
Provider: ClaimWise AI Limited
Effective Date: The date Customer first accepts this Agreement
Provider Covered Claims: The Provider will not cover any claims
Customer Covered Claims:
A lawsuit about the content they upload to ClaimWise violating someone else’s intellectual property rights
A lawsuit about breaching the restrictions of using ClaimWise, such as using it for an illegal purpose
General Cap Amount: The fees paid or payable by Customer to provider in the 12 month period immediately before the claim
Authorized User: Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder
Notice Address:
For Provider: team@askclaimwise.com
For Customer: The main email address on Customer's account
Terms of Service
General
ClaimWise service (the “Service”) is offered by ClaimWise AI Limited (“ClaimWise”), a company registered in England with number 15333339 and our registered office at 61 Bridge Street Kington HR5 3DJ United Kingdom.
These Terms of Service (“Terms”) shall be applied when ClaimWise provides the Service to the customer company (the “Customer”) and its users. ClaimWise and Customer are hereinafter referred to together as the “Parties” and each a “Party”.
ClaimWise may introduce additional specific terms, for example to cover specific optional functionalities in the Service. Such additional specific terms apply only if the Customer approves such terms in a new Cover Page. Any modifications to the Terms of Service made in the Cover Page will control over conflicts with any older Cover Page and the Terms of Service.
By starting or continuing the use of the Service, the Customer and its users accept these Terms. If you are using the Service as the Customer’s company admin user (the “Admin user”) or as another user, you agree to use the Service in compliance with these Terms. The Customer shall be fully responsible for its Admin users and other users and for their compliance with these Terms. For the purposes of these Terms, “you” refers to the Customer and/or its users, as applicable.
General responsibilities, restrictions and limitations
a) You may not share, distribute or reveal your access credentials to the Service with any other party. The access credentials are strictly for personal use.
b) You shall keep a secure password for your use of the Service and such password shall be changed no less frequently than every three months. You shall keep your password confidential;
c) You may not misuse the Service by interfering with its normal operation, or attempting to access it or extract data therefrom using a method other than through interfaces and instructions the Service provides.
d) You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Service by any automated “scraping”; or (ii) using any automated system, including without limitation “robots,” “spiders,” etc., to access the Service in a manner that sends more request messages to the Service than a human can reasonably produce in the same period of time.
e) You may not reproduce, distribute or publicly display the Service.
Responsibilities, restrictions and limitations relating to and handling of User-generated content
“User-generated content” means text data you enter to the Service for being able to carry out patent analyses in the Service or to use other functionalities of the Service.
a) You are responsible that you are an authorized owner or holder of User-generated content entered to the Service and allowed to enter the User-generated content into the Service.
b) ClaimWise will not gain ownership of User-generated content, share, distribute or disclose User-generated content to any third party, or use User-generated content for any other purposes than required for performing functions of the Service.
c) You may permanently delete all your User-generated content, taking into account ordinary backup storage periods.
Handling of personal data
ClaimWise takes appropriate technical and organizational measures to protect the security, confidentiality and integrity of personal data, as required by the General Data Protection Regulation (GDPR) and defined in more detail in its Privacy Policy. Our Privacy Policy contains information that you should review prior to using the Service. To the extent ClaimWise acts as a data processor on behalf of the Customer, the ClaimWise Data Processing Agreement (available at: www.askclaimwise.com) should be reviewed prior to using by the Customer, and governs the processing of personal data between the Customer and ClaimWise.
Handling of other data
ClaimWise may collect anonymous and/or aggregated usage data from the Service, including but not limited to aggregated data on the usage of individual features of the Service, and transfer such data to third party analytics services for analytics purposes and for allowing improvement and optimisation of the Service. For the sake of clarity, such usage data shall not contain any User-generated content.
Data security
ClaimWise employs commercially and technically reasonable security measures to protect your information. ClaimWise has implemented a variety of safeguards to protect the security of the platform, including encrypting web connections to protect data transmissions and preventing unauthorized access to its servers and facilities. However, no information system is impenetrable. You are responsible, with means available, for protecting the security of your account and all activities that occur under the account or in connection with the Service. You must immediately notify ClaimWise of any unauthorized uses of the account or the Service or any other breaches of security by emailing at team@askclaimwise.com.
Intellectual property rights
You, or the lawful owner of the respective content, own the intellectual property rights of the User-generated content as defined in section “Handling of User-generated content”. Elements of the Service, in particular the visual interfaces, graphics, design, compilation, information, data, computer code, products, software, services and templates (“Materials”) thereof provided by ClaimWise are owned by ClaimWise and protected by intellectual property rights laws and other laws. The Materials included in the Service are the property of ClaimWise or its third party licensors. Except as expressly stated herein, these Terms do not grant the Customer, or any users any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks, product names, know-how or any other rights or licenses in respect of the Service or Materials.
Changes to Terms
Unless otherwise agreed in the Agreement, ClaimWise may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to the Service, and to account for new functionalities therein. The most current version will be available at the Service and/or posted to you via email. If an amendment is material, as determined in ClaimWise’s sole discretion, ClaimWise will notify you via email or you will be notified upon login to the Service. Changes will be effective no sooner than the day they are made available. If you do not agree to the Terms, you should stop using the Service. Continued use of the Service indicates acceptance of the Terms.
Changes to the Service
ClaimWise constantly develops the Service by adding, altering or removing functionalities therein without prior notice. ClaimWise may limit, suspend or discontinue the Service or part thereof at its discretion. In case the Service or a substantial part thereof is discontinued, you will be given a chance to obtain a copy of the User-generated content from the Service or said part thereof. If the Service as a whole is discontinued, the Customer is entitled to a refund of the pre-paid fees relating to time after discontinuation.
Confidentiality
Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives whether before or after the date of this agreement in connection with this agreement or the use of the Services, including but not limited to:
any information that would be regarded as confidential by a reasonable business person relating to:the business, assets, affairs, customers, clients, suppliers, or plans , intentions, or market opportunities of the disclosing party; and the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party;
any information developed by the parties in the course of carrying out this agreement and the parties agree that: details of the Services, and the results of any performance tests of the Services, shall constitute Supplier Confidential Information; Customer Data shall constitute Customer Confidential Information;
Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.
The provisions of this clause shall not apply to any Confidential Information that:
is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; the parties agree in writing is not confidential or may be disclosed; or is developed by or for the receiving party independently of the information disclosed by the disclosing party.
Each party shall keep the other party's Confidential Information secret and confidential and shall not: use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement (Permitted Purpose); or disclose such Confidential Information in whole or in part to any third party.
A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.
A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority) or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the UK Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.
Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this clause are granted to the other party, or to be implied from this agreement.
On termination or expiry of this agreement, each party shall:
destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information; erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party.
No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction. Except as expressly stated in this agreement, no party makes any express or implied warranty or representation concerning its Confidential Information.The above provisions shall continue to apply after termination or expiry of this agreement.
Limitations of liability
ClaimWise endeavors towards maintaining high quality of the Service and correctness of data available through the Service. However, ClaimWise is not responsible for any discomfort or damage caused to the Customer or its users by either correct or potentially incorrect data in the Service or functioning of the Service. In any case, to the extent permitted by applicable law, the liability of ClaimWise, its affiliates, officers, employees, agents, suppliers and licensors arising in connection with the Service will not exceed the amount paid by the Customer to ClaimWise for the Service during the 12 months prior to the event giving rise to liability.
The Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. ClaimWise shall have no liability for any damage caused by errors or omissions in any Customer Data, information, instructions or scripts provided to ClaimWise by the Customer in connection with the Services, or any actions taken by ClaimWise at the Customer's direction; all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and the Services are provided to the Customer on an "as is" basis.
Nothing in these Terms excludes the liability of ClaimWise for death or personal injury caused by ClaimWise's negligence; or for fraud or fraudulent misrepresentation. ClaimWise shall have no liability for loss of profits, loss of business, wasted expenditure, depletion of goodwill and/or similar losses, loss or corruption of data or information, or any special, indirect or consequential loss, costs, damages, charges or expenses; and ClaimWise's total aggregate liability to the Customer in respect of all breaches of duty occurring within any contract year shall not exceed the cap. If breaches committed in more than one contract year give rise to a single claim or a series of connected claims, ClaimWise's total liability for those claims shall not exceed the single highest annual cap for those contract years. The cap is one hundred percent (100%)of the total Subscription Fees paid in the contract year in which the breaches occurred; A contract year means a 12-month period commencing on the Effective Date or any anniversary of it.
References to liability include every kind of liability arising under or in connection with these Terms including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise. Nothing in this agreement excludes the liability of the Customer for any breach, infringement or misappropriation of ClaimWise's Intellectual Property Rights.
Account and Service setup
By default, ClaimWise creates user accounts for the Customer and sets the number of licenses available as per the agreed upon Authorized Users between ClaimWise and the Customer. An authorized user will receive account activation instructions by email. Licenses can be transferred during the subscription term between users of the same organization by Admin users. You are not allowed to invite users from outside of the Customer’s organization. You shall maintain a written, up to date list of current Authorized Users and provide such list to ClaimWise within 5 Business Days of Claimwise’s written request at any time or times. You will not be eligible for a refund for licenses that are not activated or used.
You shall permit ClaimWise or ClaimWise’s designated auditor to audit the Service in order to establish the name and password of each Authorized User and the Customer's data processing facilities to audit compliance with this agreement. Each such audit may be conducted no more than once per quarter, at ClaimWise’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business. If any of the audits reveal that any password has been provided to any individual who is not an Authorized User, then without prejudice to ClaimWise’s other rights, the Customer shall promptly disable such passwords and ClaimWise shall not issue any new passwords to any such individual; and if any of the audits reveal that the Customer has underpaid Subscription Fees to ClaimWise, then without prejudice to ClaimWise’s other rights, the Customer shall pay to ClaimWise an amount equal to such underpayment as calculated in accordance with the prices set out in of the Subscription Confirmation within 10 Business Days of the date of the relevant audit.
ClaimWise is not responsible for account activation emails that are stuck in email filters that are not under the control of ClaimWise. Support requests relating to account or Service setup should be sent to team@askclaimwise.com.
ClaimWise will not allow or suffer any user account to be used by more than one individual Authorized User unless it has been reassigned in its entirety to another individual Authorized User, in which case the prior Authorized User shall no longer have any right to access or use the Service.
Payment, renewal and cancellation of subscription
The Customer agrees to pay all applicable fees related to the use of the Service, as defined in the Subscription Confirmation.
Unless specifically otherwise agreed in writing, ClaimWise shall have the right to change the fees related to the use of the Service by notifying the Customer of the new fees at least sixty (60) days prior to the ending of the agreed subscription term. If no notification is made to the Customer, ClaimWise shall have the right to automatically increase the fees for the Service but such increase may not exceed 10%. The new fees shall become effective at the beginning of the next subscription term.
Unless specifically otherwise agreed in writing, subscription to the Service is automatically renewed with Terms and fees valid at the time unless the Customer cancels it by notifying us by e-mail at team@askclaimwise.com, at least two (2) days prior to ending of the then-current subscription term.
ClaimWise reserves the right to terminate Customer's access to the Service immediately, if: (1) the Customer or its user breaches any terms and conditions provided in the Terms, or (2) if due payment is not received, provided that in each case (1) and (2), such breach or failure to pay due payment is not remedied within 30 days from ClaimWise’s written notice thereof to the Customer.
Suspension and termination of services
The Customer may terminate subscription to the Service at any time through an e-mail to team@askclaimwise.com. Such termination will result in deactivation or disablement of the Customer’s and its users’ accounts. In case of termination during a billing cycle, no refund will be paid unless required by law or unless ClaimWise has materially breached these Terms and failed to cure the breach within 30 days after written notification thereof.
Trial subscriptions
ClaimWise may grant and terminate trial subscriptions at its sole discretion. Trial users consent to these Terms. ClaimWise reserves the right to provide additional terms and conditions regarding the trial subscriptions.
Links to other websites
The Service may contain links to third party websites or software solutions, such as Google Patents, Espacenet or other patent databases. These links are provided solely as a convenience to you. By linking to these websites or solutions, we do not create or have an affiliation with, or sponsor such third party websites or solutions. The inclusion of links within the Service does not constitute any endorsement, guarantee, warranty, or recommendation of such websites or solutions. ClaimWise will not give any User-generated content to those websites or solutions. However, ClaimWise has no control over the legal documents and privacy practices of third party websites or solutions, and by using them, you may be giving those third parties permission to use or control your information in ways ClaimWise would not. As such, you access any third party websites at your own risk. ClaimWise doesn’t guarantee the correctness of the information in the linked resources and does not give any uptime guarantees for these websites.
Notices
By using the Service, you consent to receiving emails from ClaimWise. These emails may include notices about applicable fees and charges, transactional information and other information concerning or related to the Service. These emails are part of your relationship with ClaimWise.
Miscellaneous
ClaimWise is allowed to use the Customer’s name and logo as a public reference, unless otherwise agreed between ClaimWise and the Customer.The Customer may not assign or transfer these Terms or any of its rights or obligations hereunder without ClaimWise’s prior written consent. ClaimWise may assign or transfer these Terms or any of our rights or obligations hereunder at any time upon written notice to the Customer. These Terms are binding on any respective successors and assignees.
Governing laws
These Terms are governed by and construed in accordance with the laws of the United Kingdom, without giving effect to its choice of law provisions. Any dispute or claim arising out of or in connection with the Terms, failing amicable arrangement, shall be settled and submitted to the jurisdiction of the courts of London, United Kingdom.