Terms and Conditions

These Patalyze Terms and Conditions (“Terms and Conditions”) are entered into by and between Patalyze GmbH, Stadionstr. 6, 85716 Unterschleißheim, Germany (“Patalyze”) and the legal entity or natural person agreeing to these terms (“Organization”).

Patalyze specialises in services for patent and other data-driven insights, and provides its online services at patalyze.com. Organization wishes to utilize Patalyze’s services for business purposes. In order to allow Organization to make use of the services, Organization is granted access to the Services (as defined herein) in accordance with and strictly limited to the scope of these Terms and Conditions.

The Terms and Conditions are available at patalyze.com/terms-and-conditions and can be downloaded and printed by the Organization. Patalyze does not save this agreement text after conclusion of the contract.

By agreeing to these Terms and Conditions, Organization represents to us that the Organization is lawfully able to enter into contracts and, in case the consent to these Terms and Conditions is declared on behalf of a legal entity or another person, the individual agreeing to these Terms and Conditions is legally authorized to act on behalf of the legal entity or person. These Terms and Conditions also refer to and incorporate the Service Specification, Usage Terms, Privacy Policy and any other guidelines or policies Patalyze may provide to Organization in text form (§ 126b BGB).

1. Definitions#

1.1 “Agreement” refers to the agreement between Organization and Patalyze concerning the subscription to and the use of Patalyze’s Services in accordance with these Terms and Conditions.

1.2 “Business Days” are Monday through Friday, excluding public holidays in Bavaria, Germany.

1.3 “Records” refers to the individual data items stored in a Database, each of an object type such as a product, a patent, a scientific paper, a technical standard, a court or legal document, or a Custom Object. Patalyze makes certain object types available as reference data through the Data API; the User creates and manages other Records, including products and Custom Objects.

1.4 “Database” refers to a database the User creates to organize Records, the mappings between them, and the resulting table, dashboard and note pages.

1.5 “Datasets” refers to the collections of reference Records that Patalyze makes available through the Data API, such as patents, scientific papers, technical standards and court and legal documents, together with their classifications, and any further Datasets Patalyze may make available from time to time.

1.6 “Custom Objects” refers to object types that the User defines, together with the Records created under them.

1.7 “Input” refers to any input data (texts, documents, patent reference numbers, search queries etc.) transmitted by Organization to Patalyze in connection with the use of the Services as specified in the Service Specification in order to have it processed by the infrastructure operated by Patalyze.

1.8 “Output” refers to any data that has been generated by processing Input using the Services.

1.9 “Organization Content” refers to Input and Output.

1.10 “Organization” refers to the entity ordering or subscribing to the Patalyze Services as the contracting party.

1.11 “User” / “Users” refers to any user(s) accessing the Services using his/her login credentials or any authentication method provided by an Organization’s access to the Services. Users are assigned to an Organization.

1.12 “Order Button” refers to the button in the online ordering process marked to finalize the ordering process (e.g., with the inscription “Buy now”, or similar).

1.13 “Services” refers to the entirety of the services offered and provided by Patalyze in accordance with the Service Specifications, excluding Test Functions.

1.14 “Service Specification” refers to the list of functionalities and specifications of the Services as agreed upon conclusion of the Agreement.

1.15 “Model Cost” means, for a given AI request, the charge incurred by Patalyze from the relevant third-party AI model provider(s) for processing that request.

1.16 “Service Fee” means the percentage surcharge applied to the Model Cost as consideration for Patalyze’s Services, at the rate stated in the Service Specification.

1.17 “AI Usage” means the use of the AI-based Services. The “AI Usage Charge” for each AI request is the sum of the Model Cost and the Service Fee, and is deducted from the AI & Data Usage Balance after the request has been processed.

1.18 “Data API” means the API over which Patalyze makes the Datasets available.

1.19 “Data Usage” means requests to the Data API (“Data API Requests”). The “Data API Request Fee” is the fixed fee per Data API Request stated in the Service Specification.

1.20 “AI & Data Usage Balance” means the prepaid monetary amount, denominated in Euro, held on Organization’s account and available to fund Organization’s AI Usage and Data Usage.

2. Subject of the Agreement#

2.1 Subject to these Terms and Conditions and the Service Specification, Patalyze provides Organization with access to the Services.

2.2 Organization shall pay Patalyze for the Services the charges indicated next to or directly above the Order Button prior to the use of the Order Button or any other charges previously agreed between Patalyze and Organization.

3. Services of Patalyze#

3.1 General#

3.1.1 Patalyze will process and store Organization Content in accordance with Patalyze’s Privacy Policy. Patalyze will only use Organization Content as necessary to provide Organization with the Services, and comply with applicable law. Patalyze stores Organization Content on its servers as required to provide the Services, including durable storage of the research data Organization creates or imports (such as Records, mappings and pages) for the term of the Agreement, and deletes it in accordance with the Privacy Policy and upon deletion of the relevant product, Database or Organization.

For the avoidance of doubt, Patalyze shall be entitled to create and retain access logs and meta data for billing, security, statistical and compliance purposes (including in preparation for and maintenance of certifications such as ISO 27001 and SOC 2), and may retain such logs and meta data for up to seven (7) years, including after termination of the Agreement or deletion of the relevant account or Organization. These logs and meta data may include derived metrics such as mapping scores and claim scores, the number of transmitted or identified documents, and meta data of API requests such as the time of the API request and the size of the transmitted Organization Content.

Patalyze will not use the Organization Content for improving its Service, unless the Organization agrees in writing or text form.

3.1.2 Patalyze will only access the Organization Content in the event and to the extent required to carry out a diagnosis or to solve technical issues which may eventually compromise the availability of the Services. To the extent required for the purposes mentioned above, where certain error patterns occur during the processing of Organization Content, records reflecting those error states (such as failed job or processing records) may be retained as part of Patalyze’s access logs and meta data under Section 3.1.1, for the retention period stated there. Access to such records is restricted, in the context of a logged process, to selected employees of Patalyze who are bound to secrecy.

3.1.3 Patalyze is free to provide Organization with additional functions in alpha or beta versions on a test basis (“Test Functions”). These Test Functions are marked as such or as alpha or beta. Test Functions are not the subject of this Agreement. Patalyze may make them available voluntarily to Organization. Organization is not obliged to make any payment for the use of Test Functions. Test Functions are intended for test use by Organization and evaluation by Patalyze. They are not final products or features and may contain bugs or other inaccuracies. Patalyze can change, adapt or discontinue the Test Functions at any time.

3.1.4 Further services, including but not limited to consulting, individual development, or implementation or training services, shall not be part of the regular Services of Patalyze and will only be provided by Patalyze upon express individual agreement.

3.1.5 Patalyze is entitled to subcontract third parties to fulfil its contractual duties in whole or in part.

3.1.6 Organization may grant Users access to the Services in its sole discretion. However, Organization shall be fully liable for any use of the Services by Users and shall ensure that Users are aware of and respect any and all restrictions for the use of Services set out in this Agreement. Organization shall be liable for all charges payable for the Services ordered by Users. Organization shall promptly notify Patalyze of any suspected or alleged violation of this Agreement and shall cooperate with Patalyze with respect to investigation of such violations as well as to any action by Patalyze to enforce this Agreement.

3.2 Changes to the Services#

3.2.1 Patalyze can modify and change the Services and their range of functions at any time and to any extent. Modification resulting in a deletion or modification of data stored by Organization on the online platform provided by Patalyze for the Services (“Patalyze Platform”), will only be implemented after Organization has been notified by Patalyze of such change sufficiently by e-mail and/or via the Patalyze Platform in advance.

3.2.2 Modifications to the Services and their range of functions in accordance with Section 3.2.1 are made without additional costs to Organization.

3.2.3 If a modification relates exclusively to time-critical security updates, extensions of functions, only insignificant components of the Services (such as design or presentation changes) and if it is not a Negative Change within the meaning of Section 3.2.4, Patalyze will inform Organization about the modification via the Organization’s account on the Patalyze Platform in a clear and comprehensible manner.

3.2.4 If a modification impacts Organization’s ability to access or use the Services in more than a minor way (“Negative Change”), Organization has the right to terminate the Agreement free of charge with a notice period of 30 days. To exercise the right of termination, Organization should contact Patalyze via the contact form (available at patalyze.com/support) and state the reason for the termination. The period begins with the receipt of the notice of the Negative Change by Patalyze to Organization. If the modification is made after Organization has received the notice, the period shall only start to run once the modification has been made. The right to terminate the Agreement does not apply if the accessibility or usability of the Services without the modification is maintained free of charge.

3.2.5 Negative Changes to the Services are deemed to have been approved if Organization does not object to them by exercising its right of termination in accordance with Section 3.2.4. Patalyze will specifically draw Organization’s attention to this legal consequence in the Change Notice.

3.2.6 These Terms and Conditions shall apply mutatis mutandis to any modifications and to the Services in their modified state.

4. Availability#

4.1 Patalyze shall provide an annual average of 95% uptime availability for the fee-based Services. The availability calculation excludes any downtime for planned maintenance work as well as service interruptions which are beyond Patalyze’s control, including but not limited to short-term and undue increase in the number of requests by Organization which requires an unplanned increase in system capacity.

4.2 Subject to the exceptions in Section 4.1, availability shall be calculated as the number of hours during which the Services are functional, divided by the total number of hours within the respective calendar year.

4.3 Unavoidable downtime due to planned maintenance work shall be electronically notified to Organization in good time in advance (e.g., by e-mail).

5. Conclusion of the Contract#

5.1 To access Services, Users are required to create an account (“Account”) by completing a registration process. The information provided during the registration, includes but is not limited to, name, and email address. By completing the registration, the User affirms that the information provided is complete, truthful, and up-to-date. Any inaccuracies or omissions may result in termination of the account or Services. Users agree to promptly update any provided data to maintain its accuracy and completeness.

5.2 The User’s Account must be assigned to an Organization for purchasing AI & Data Usage Balances or subscriptions. User may create a new Organization by providing the name, payment information and billing address of the Organization.

5.3 Patalyze reserves the right to reject Organization requests.

5.4 The Service Order is accepted and the respective purchase contract is concluded if, after clicking on the Order Button, the then following page is successfully loaded and an order number is provided.

5.5 Furthermore, in derogation of Sections 5.1 to 5.4, the contract concerning the Account offered by Patalyze can be entered into by other means of distance communication (e.g., e-mail).

In this case, Patalyze will provide the Organization with these Terms and Conditions and the Service Specification before entering into the contract, which will be entered into either as soon as Patalyze expressly confirms the conclusion of the contract or by putting the Services at Organization’s disposal.

6. Confidentiality#

6.1 “Confidential Information” means any business, technical or financial information, materials, or other subject matter disclosed by one party (“Discloser”) to the other party (“Recipient”) that is identified as confidential at the time of disclosure or should be reasonably understood by Recipient to be confidential under the circumstances. For the avoidance of doubt, Confidential Information includes Organization Content. Recipient agrees it will: (a) only use Discloser’s Confidential Information to exercise its rights and fulfill its obligations under this Agreement, (b) take reasonable measures to protect the Confidential Information, and (c) not disclose the Confidential Information to any third party except as expressly permitted in this Agreement.

6.2 The obligations in Section 6.1 do not apply to any information that (a) is or becomes generally available to the public through no fault of Recipient, (b) was in Recipient’s possession or known by it prior to receipt from Discloser, (c) was rightfully disclosed to Recipient without restriction by a third party, or (d) was independently developed without use of Discloser’s Confidential Information. Recipient may disclose Confidential Information only to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations at least as restrictive as those of this Agreement. Recipient will be responsible for any breach of this Section 6 by its employees, contractors, and agents. Recipient may disclose Confidential Information to the extent required by law or as ordered by a court or administrative authority of competent jurisdiction, provided that Recipient uses reasonable efforts to notify Discloser in advance.

7. Copyright and Intellectual Property#

7.1 Patalyze grants Organization a non-exclusive, non-transferable, non-sublicensable worldwide right to use the Services for its internal intended purpose for the term and within the scope of this Agreement, subject and limited to the authorised number of Users.

7.2 All rights regarding the Organization Content (Input and Output) remain with Organization. However, Organization grants Patalyze the non-exclusive worldwide right to use the Organization Content solely in order to provide Patalyze’s Services to Organization. In particular, Organization grants to Patalyze the right to temporarily store, modify, process, translate, improve and transmit the Input, and to sublicense the foregoing rights to its subcontractors, to the extent required to provide the Services set out in this Agreement.

7.3 Patalyze will not claim or assert any copyright to the Output generated for Organization using the Services. In the event that the Output generated for Organization using the Services is deemed to be protected under copyright laws to the benefit of Patalyze, Patalyze grants to Organization, upon creation of such Output, all exclusive, transferable, sublicensable, worldwide perpetual rights to use all of Patalyze’s rights in the Output (however, this shall not include any rights of third parties in the Output) without limitation and for any existing or future types of use, including without limitation the right to modify Patalyze’s rights in the Output and to create derivative works.

8. Obligations of Organization#

8.1 General#

8.1.1 Patalyze owns all right, title, and interest in and to the Services. Organization is only granted rights to use the Services as explicitly granted in this Agreement. Organization will not, and will not permit Users to:

• (a) use the Services or Output in a manner that violates any applicable laws;
• (b) use the Services or Output in a manner that infringes, misappropriates, or otherwise violates any rights of a third party (including copyrights and other intellectual property rights of third parties);
• (c) reverse engineer, reverse assemble, reverse compile, decompile, translate, engage in model extraction or stealing attacks, or otherwise attempt to discover the source code or underlying components of the Services, algorithms, and systems of the Services (except to the extent these restrictions are contrary to applicable law);
• (d) interfere with, disrupt, or create an undue burden on the Service;
• (e) trick, defraud, or mislead Patalyze or Users, especially in any attempt to learn sensitive account information such as user passwords, or attempt to impersonate another user or person or use the username of another user, or attempt to bypass any measures of the services designed to prevent or restrict access to the services, or any portion of the Services;
• (f) circumvent, disable, or otherwise interfere with security-related features of the Service, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Service and/or the content contained therein;
• (g) make improper use of Patalyze’s support services or submit false reports of abuse or misconduct;
• (h) Engage in unauthorized framing of or linking to the Service;
• (i) upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Service or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Service;
• (j) delete the copyright or other proprietary rights notice from any content;
• (k) upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”);
• (l) systematically retrieve data or other content from the Service to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from Patalyze, or attempt to download a substantial subset of the data made available through the Data API or the databases of Patalyze’s suppliers. A substantial subset of the data is defined as more than 50,000 Records.

8.1.2 Organization may use the Services solely for the purpose agreed between the Parties. In particular, Organization may not, and will not allow third parties (including Users) to use the Services, Output created using the Services, Documentation or other data, information or service provided by Patalyze unless after expressly authorised by Patalyze in text form

• a) in connection with or for the purpose of operating critical infrastructure such as electrical power stations, military or defence equipment, medical appliances or other equipment whose failure or impairment would result in unforeseeable economical or physical damages, including but not limited to critical infrastructure in terms of the European Directive 2008/114/EC;
• b) for any illegal activities, including development of any applications infringing any third-party rights or any other applicable laws or regulations;
• c) for spamming or any other unsolicited advertising;
• d) to perform benchmark or other capacity testing of Patalyze’s technical infrastructure;
• e) to create a competing product, service or API whose primary purpose is to provide data-driven insights of the kind the Services provide, including but not limited to searching, analysing or mapping across the Datasets or Records (such as patents, scientific papers, technical standards, court and legal documents and products), or assisting in the drafting or validity assessment of such documents;
• f) to develop, market or train an algorithm related to such data-driven insights;
• g) to transmit any data to Patalyze which may not be transmitted to or processed by Patalyze due to data protection laws, contractual or statutory confidentiality obligations, export restrictions or other statutory provisions or third-party rights.

8.1.3 Organization is obliged to keep the access credentials provided by Patalyze secure and undertakes not to disclose them to any third parties unless required for the contractually intended and permitted use of the Services. Organization is responsible for all activities that occur under Organization’s account, including the activities of any User who is provisioned with an account under the Organization’s account. Organization is not entitled to repackage or resell access credentials or its access to the Services to any third parties unless expressly agreed upon otherwise. Organization is not permitted to share individual login credentials between multiple Users on an account. Organization must provide accurate and up-to-date account information.

Organization will promptly notify Patalyze if Organization becomes aware of any unauthorized access to or use of Organization’s account or Patalyze’s Services.

8.1.4 Organization is obliged to observe all legal requirements for the collection, processing and use of data which is transmitted to Patalyze and processed by Patalyze for Organization in connection with the Services under this Agreement. Organization guarantees not to collect, process or use any personal data in connection with the Services without the express consent of the data subject or sufficient other legal authorisation.

8.1.5 Organization shall indemnify Patalyze from any and all third-party claims including the necessary expenses for legal defence, asserted against Patalyze due to a culpable violation of this Agreement by Organization. If third parties should assert such claims against Patalyze, Patalyze shall inform Organization about the asserted claims without undue delay and leave the defence at the discretion of Organization or undertake it in cooperation with Organization.

Patalyze shall not settle or recognise claims of third parties without Organization’s consent which shall not be unreasonably withheld or delayed. Patalyze shall be entitled to request a reasonable advance for the incurred legal defence expenses to be anticipated. The indemnification shall accordingly apply to fines or other regulatory or judicial orders and claims.

8.1.6 In the event that Organization uses Third-Party Applications to access the Services, Organization shall comply with the acceptable use policies set out by the vendor of the Third-Party Application if applicable.

8.1.7 Organization is only permitted to use the Services in compliance with applicable laws. This also includes export control laws and regulations.

9. Remuneration#

9.1 Fees and payment. Organization shall pay all fees charged to its account (“Fees”) as stated in the applicable order form. Unless an order form provides otherwise, Fees are due upon issuance of the invoice. All amounts are payable in full in the currency stated on the invoice and are non-refundable except as expressly provided in this Agreement. Organization bears all bank, transfer and currency-conversion charges. Patalyze may correct pricing errors even after issuing an invoice or receiving payment.

9.2 Invoices and disputes. Unless the law requires otherwise, invoices are provided to Organization in digital form only (e.g., as a PDF emailed to the invoice address indicated by Organization, or made available for download in Organization’s account). To dispute an invoice, Organization must contact info@patalyze.com within thirty (30) days of issuance.

9.3 Taxes.

• (a) VAT and sales taxes. All prices, fees and charges under this Agreement are stated net and exclusive of VAT and any other applicable sales, use or transaction taxes, unless expressly stated as gross.
• (b) VAT on the AI & Data Usage Balance. Each funding of the AI & Data Usage Balance (top-up or issuance) is a payment on account for the Services identified in the Service Specification. To the extent a supply is subject to German VAT, VAT becomes chargeable on receipt of each such payment and on the amount received; no further VAT arises on a later deduction or consumption that is covered by an amount on which VAT was already accounted for at funding.
• (c) Withholding. If Organization is required by law to withhold any tax, duty or levy (“Withholding Tax”) from a payment to Patalyze, the amount payable is increased so that Patalyze receives the amount it would have received had no Withholding Tax applied. Organization shall withhold and remit the Withholding Tax as required by law and provide Patalyze with proof of withholding and payment. Patalyze will reasonably cooperate to determine whether withholding is required, to reduce applicable Withholding Taxes, and to assign to Organization any repayment claim.

9.4 Late payment and suspension. Overdue, undisputed amounts bear default interest at the statutory rate (§ 288 BGB). If Organization fails to pay a due Fee, or Patalyze cannot debit a due payment, Patalyze may suspend Organization’s access to the Services after written notice (email suffices) and the applicable cure opportunity below. Patalyze will restore access without undue delay and at the latest within three (3) Business Days after receiving payment in full or a successful debit.

• (a) Invoice. After the due date, Patalyze will notify Organization of the impending suspension and request payment. If payment is not received within three (3) Business Days, Patalyze may suspend access.
• (b) Credit card / SEPA direct debit. If a debit fails, Patalyze will notify Organization of the impending suspension and ask Organization to update or provide a payment method. If the debit continues to fail, Patalyze may suspend access.

9.5 AI & Data Usage (consumption-based pricing).

• (a) Pre-funding and plans. For consumption-based Services, Organization pre-funds an AI & Data Usage Balance. Patalyze offers (i) top-ups without a subscription and (ii) subscription plans that include a periodic AI & Data usage allowance. The top-up balance and the included allowance are subject to the validity periods set out in the Usage Terms.
• (b) Deductions. For AI Usage, Patalyze deducts the applicable AI Usage Charge (Model Cost plus Service Fee) for each AI request; because the resources consumed are determined by the processing itself, the AI Usage Charge can only be calculated after the request completes. For Data Usage, Patalyze deducts the Data API Request Fee for each Data API Request. Each deduction is applied only after the request completes and is itemised in Organization’s account.
• (c) Insufficient balance. Consumption-based Services can be used only while the AI & Data Usage Balance is positive. Patalyze blocks or stops requests once the Balance is exhausted. Because charges are calculated only after a request completes, a single request may consume more than the remaining Balance; in that case the Balance is reduced to zero and Organization is not charged for the consumption beyond the available Balance. Patalyze may suspend further consumption-based Services until the Balance is restored (Section 9.4).

9.6 Service Fee, Model Cost and Data API Request Fee.

• (a) Service Fee. The AI Usage Charge includes a Service Fee, calculated as a percentage surcharge on the Model Cost. The current Service Fee is set out in the Service Specification.
• (b) Model Cost (pass-through). Model Cost reflects the prices charged to Patalyze by third-party AI model providers, which Patalyze does not control. Patalyze may update the Model Cost at any time without prior notice to reflect providers’ then-current prices, and publishes the applicable rates on the pricing page. Because deductions are made only at, and based on, actual consumption, a change in Model Cost affects only requests made after the change and does not reduce the monetary AI & Data Usage Balance already held or give rise to any refund, credit or compensation. A change in Model Cost is not a Negative Change within the meaning of Section 3.2.4.
• (c) Currency conversion. When Model Costs are incurred in USD, these are converted to EUR for deduction using the ECB euro foreign-exchange reference rate for USD/EUR. The rate applied is the reference rate published on the 1st day of the month in which the charge is incurred or, if the ECB publishes no rate on that day, the last rate published before it.
• (d) Changes to the Service Fee and Data API Request Fee. Patalyze may change the Service Fee and the Data API Request Fee at any time, on at least fourteen (14) days’ notice (by email and/or via the Patalyze Platform). If Organization continues to use the consumption-based Services on or after the effective date, the change is deemed accepted. Otherwise, Organization may, before the effective date, terminate the affected consumption-based Services and/or subscription with effect from the effective date and receive a pro-rata refund of (i) any unused, purchased AI & Data Usage Balance and (ii) any prepaid subscription fees for the unexpired part of the then-current billing period. Patalyze will draw Organization’s attention in the change notice to this termination/refund right, the deadline, and the consequence of continued use. A change to the Service Fee or the Data API Request Fee is not a Negative Change within the meaning of Section 3.2.4.

10. Term and Termination of this Agreement#

10.1 The Agreement is concluded for an indefinite period of time. Each Party may terminate the Agreement at any time with effect to the end of the current billing period.

10.2 If the Parties agree to a fixed term, the term shall be automatically extended by the agreed fixed term unless the Agreement is terminated.

10.3 The statutory right of termination for good cause remains unaffected.

10.4 In the event

• a) of a severe, persisting, imminent or repeated material breach of these Terms and Conditions, in particular an obligation set forth in Section 8, or
• b) Patalyze has factual indication of an unauthorized automated use of the Service, Patalyze shall be entitled to temporarily or permanently suspend Organization’s access to the Services upon prior written notice (e-mail sufficient).

Notwithstanding further rights under this Agreement, Patalyze shall restore access within a reasonable period of time if the breach does not continue, is no longer imminent, or Organization has provided a binding statement that the breach will not be repeated. In the event of an act with fraudulent intent, Patalyze is entitled to suspend Organization’s access to the Services immediately and indefinitely. Organization is informed in writing (e-mail is sufficient). The suspicion of fraudulent intent is sufficient. Fraudulent intent lies in particular in the following cases:

• a) The e-mail address used for registration does not exist or is obviously not valid;
• b) The address does not exist or is invalid;
• c) Organization has registered several times in order to use the Service free of charge or receive free AI & Data Usage Balances, or Organization still has open payments from other contracts;
• d) Organization uses a fraudulent, lost, stolen or blocked/inadmissible means of payment;
• e) Organization has contested or demanded the return of a payment without informing Patalyze of a valid reason for contesting or demanding the return. The suspension of Organization’s access will be upheld until Organization informs Patalyze of a valid reason.

10.5 In case Organization utilises Services in a way for which they were not intended (e.g., accessing the Services in an automated way) or allows more Users than agreed, Patalyze reserves the right to disable access and cancel the Agreement with immediate effect. In such case, unused prepaid subscription fees and the unused AI & Data Usage Balance are non-refundable.

10.6 Patalyze may also terminate the Organization’s account if it has been inactive for over a year and the Organization has not paid for any usage. Patalyze will provide an advance notice to the Organization in this case.

10.7 Refunds on termination.

• (a) Voluntary termination by Organization. If Organization terminates the Agreement or a subscription (otherwise than under Section 9.6 or under a statutory or contractual termination-with-refund right), unused prepaid subscription fees and the unused AI & Data Usage Balance are non-refundable. Patalyze may, in its sole discretion and without obligation or precedent, grant a goodwill refund of an unused balance (for example, where usage has been minimal).
• (b) Termination by Patalyze without cause. If Patalyze terminates the Agreement without cause (i.e., other than for Organization’s breach or on the grounds in Sections 10.4/10.5), Patalyze will refund, on a pro-rata basis, prepaid subscription fees for the unexpired part of the then-current billing period and the unused, purchased AI & Data Usage Balance.
• (c) Termination by Patalyze for cause. If Patalyze terminates, or the Agreement ends, due to Organization’s material/culpable breach of this Agreement (including Section 8) or on the grounds in Section 10.4, unused prepaid subscription fees and the unused AI & Data Usage Balance are non-refundable.

11. Warranty#

11.1 Patalyze provides the Services with the care customary in the industry. Patalyze’s liability for defects in the Services is governed by the following provisions and by the applicable statutory warranty rules, and Patalyze’s liability is limited as set out in Section 12. To the extent permitted by law, and except as expressly set out in Sections 11.1.1 to 11.1.6 and in Section 4, Patalyze does not warrant that the Output or the Services will be error-free, uninterrupted, complete, accurate, timely, or fit for a particular purpose intended by Organization. Patalyze only assumes the liability under chargeable subscriptions for the Services to the extent set out in the following provisions.

11.1.1 If the Services provided by Patalyze are defective, Patalyze shall provide an improved or new product of its choice within a reasonable time as of receiving a written complaint from Organization. If third-party software which Patalyze has licensed from third parties is being used, procurement of publicly available upgrades, updates or patches shall be deemed sufficient.

11.1.2 Organization may reduce the agreed remuneration by a suitable amount if for reasons attributable to Patalyze, the proper provision of Services is not assured within a reasonable period of time set by Organization. The right to reduction is limited to the part of the Services which is defective as compared to the monthly remuneration.

11.1.3 If the reduction as per Section 11.1.2 continues for two (2) consecutive months, or in two (2) months of a quarter, Organization may terminate the Agreement without notice.

11.1.4 Organization shall immediately inform Patalyze of any occurring defects in writing (e-mail to info@patalyze.com sufficient).

11.1.5 Organization shall assist Patalyze in rectifying the defects free of charge, in particular by providing Patalyze with all required documents, data and other information required to analyse and correct the defects.

11.1.6 With respect to the provision of non-chargeable additional services, Patalyze shall be only liable for defects if Patalyze has maliciously concealed (“arglistig verschwiegen”) the defects.

12. Liability and Compensation#

12.1 Patalyze is only liable in accordance with the following provisions.

12.2 Patalyze is unlimitedly liable for deliberate acts and gross negligence by Patalyze as well as by its representative or vicarious agents, for bodily injury, death or harm to health, in accordance with the legal provisions of the German Product Liability Act (“Produkthaftungsgesetz”) as well as in the scope of a warranty expressly accepted by Patalyze.

12.3 In case of a slight negligence, Patalyze will only be liable in case of a breach of significant contractual obligations (“vertragswesentliche Pflichten”). In the said case, the liability of Patalyze will be limited to the typical and foreseeable damage at the time the contract has been entered into. A significant contractual obligation within the meaning of this section corresponds to an obligation the fulfilment of which permits the proper performance of the contract in the first place and on the fulfilment of which the other party regularly relies and may rely.

12.4 In the case of Section 12.3, Patalyze assumes no liability for lack of commercial success, lost profits, and indirect damages.

12.5 If Organization is an entrepreneur pursuant to Section 14 German Civil Code (“BGB”) the Parties agree that the typical and foreseeable damage per year within the meaning of Section 12.3 is limited to the amount paid by Organization to Patalyze for the Service during 12 months prior to the damage.

12.6 Any further liability by Patalyze will be excluded.

12.7 The liability limitations mentioned above will apply accordingly to the employees, contractors and other vicarious agents of Patalyze.

13. Amendments#

13.1 Patalyze can modify and adapt the present Terms and Conditions with effect for the future at any time and to any extent.

13.2 Patalyze will submit the modified terms and conditions in text form to Organization at least one (1) week before they are planned to come into force and will make a separate reference to the new provisions and to the date of their entry. Patalyze will grant to Organization for a reasonable duration of time of at least one (1) week in order to make the declaration about whether Organization accepts the amended terms and conditions for the further use of the Services. If no declaration is made within this period, which shall commence running from the receipt of the notification in text-form, the modified terms and conditions shall be deemed as stipulated. Patalyze shall separately advise Organization at the commencement of the notice period as to this legal consequence, i.e., the right of objection, the objection period, and the consequences of a failure to object. In case Organization objects to the modification within the said period, the Agreement may be terminated by either party without notice in the event the adherence to the agreement is unreasonable after having weighted the interests of both parties.

14. Final Provisions#

14.1 Terms and conditions of Organization are generally rejected and shall not be part of this Agreement, unless Patalyze has expressly agreed in written form.

14.2 Amendments to this Agreement and any side agreements, including the Service Specification, the main body of this Agreement and any potential appendices, must be made in text form (§ 126b BGB).

14.3 Organization may only settle claims against Patalyze or claim a right of retention if its counter claim is uncontested, subject of a legally enforceable final judgment or the counter claim is in a mutual relationship to the respective affected claim.

14.4 This Agreement shall be exclusively governed by the law of the Federal Republic of Germany excluding CISG and conflict of law provisions.

14.5 The exclusive legal venue for all disputes resulting from or in connection with this Agreement is Munich.