These AI Terms of Use (this "Agreement") are a binding contract between you or the entity you represent ("Customer," "you," or "your") and DEEPINVENT, INC. ("Provider," "we," or "us"). This Agreement governs your access to and use of the Services. Services provided under this Agreement are for business or commercial, and not personal or consumer, use. 

When this agreement starts

This agreement begins the first time you either:

1. click a button to place an order (including free trials) that refers to these terms, or

2. access or use the Services.

What you promise when you click or use the Services

By doing so, you:

1. confirm you have read and understand this agreement;

2. promise you have the legal right and power to enter into it;

3. state that, if you are acting for a company or other entity, you have authority to bind that entity; and

4. accept these terms for yourself and for that entity, which will also be legally bound.

THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE, AS DESCRIBED IN PARAGRAPH 16 BELOW.

We are not your lawyer or patent agent. Deepinvent is not a law firm, attorney, or patent agent. We do not provide legal services.

What Deepinvent does

Our tool helps businesses, patent agents, and patent attorneys draft invention disclosures in patent format for informational purposes only. Everything you create with Deepinvent should be reviewed and edited by you and a licensed patent agent or attorney before filing.

What Deepinvent does not do

1. We do not review your inputs or our outputs to see if they meet legal requirements.

2. We do not give legal advice, opinions, or recommendations. All outputs are for informing conversations with patent professionals and should not be relied upon.

3. We do not tell you what your legal rights, defenses, or strategies are.

4. We do not apply the law to your specific facts.

Get real legal help

Always talk to a licensed attorney or patent agent about any inputs you plan to give Deepinvent or any outputs you receive from us, especially if you believe laws or regulations may apply.

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES. 

1. Definitions. 

"Aggregated Statistics" has the meaning set out in Section 2(d).

"AI Customer Input" means information, data, materials, text, prompts, images, works, code, or other content that is input, entered, posted, uploaded, submitted, transferred, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Services.

"AI Customer Output" means information, data, materials, text, images, code, works, or other content generated by or otherwise output from the Services in response to an AI Customer Input.

"AI Technology" means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts.

"API" means any application programming interface Provider makes available in connection with the Services.

"AUP" has the meaning set out in Section 3(a).

"Authorized User" means Customer and 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 under this Agreement and (ii) for whom access to the Services has been purchased hereunder.

"Confidential Information" has the meaning set out in 5.

"Customer Customizations" means modifications, enhancements, refinements, adaptations, customizations, and derivative works of the Services created or developed by Customer or its Authorized Users through fine-tuning, grounding, or similar methods described in the Documentation.

"Customer Data" means AI Customer Input and AI Customer Output/information, data, and other content, in any form or medium, that is submitted, entered, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Services, and any outputs based thereon or derived therefrom, including AI Customer Input and AI Customer Output. Customer Data does not include Aggregated Statistics.

"Documentation" means Provider's user manuals, handbooks, model cards, and guides relating to the Services provided by Provider to Customer either electronically or in hard copy form/end user documentation relating to the Services available at https://deepinvent.ai/learn.

"Feedback" has the meaning set out in Section 7(d).

"Fees" has the meaning set out in 4.

"Losses" has the meaning set out in Section 9(a)(i).

"Order" means an ordering document or online order entered into between you and us that references this Agreement and describes the Services you are subscribing to.

"Personal Information" means information that: (a) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (b) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, student information, biometric, health, genetic, medical, or medical insurance data, answers to security questions, an individual's internet activity or similar interaction history, inferences drawn from other personal information to create consumer profiles, geolocation data, an individual's commercial, employment, or education history, and other personal characteristics and identifiers. Customer's business contact information is not by itself deemed to be Personal Information.

"Privacy Policy" has the meaning set out in 6.

"Process" means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other improvements or derivative works, process, weigh, perform statistical analysis, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. "Processing" and "Processed" have correlative meanings.

"Provider IP" means the Services, Customer Customizations, the Documentation, and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider's monitoring of Customer's access to or use of the Services, but does not include Customer Data. Provider IP includes all modifications, enhancements, refinements, adaptations, customizations, improvements, and derivative works of the Services.

"Services" means the services provided by Provider under this Agreement that are reflected in the Order.

"Service Suspension" has the meaning set out in Section 2(f).

"Term" has the meaning set out in Section 11(a).

"Third-Party Claim" has the meaning set out in Section 9(a)(i).

"Third-Party Products" means any products, technology, content, data, services, information, websites, or other materials that are owned by third parties and are included in, incorporated into, or accessible through the Services, including any third-party AI Technology.

"Training Data" means any and all information, data, materials, text, prompts, images, code, and other content that is used to train, validate, test, retrain, or improve any AI Technology incorporated into or used with, in connection with, or in support of, the Services.

2. Access and Use.

   1. Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all other terms and conditions of this Agreement, Provider hereby grants you a non-exclusive except as set out in Section 7(c) regarding Customer Customizations, non-transferable right to access and use the Services, including to create Customer Customizations in accordance with the Documentation, and access and use Customer Customizations during the Term, solely for your internal business operations by Authorized Users under these terms and conditions. Provider shall provide you the necessary passwords and access credentials to allow you access to the Services. 

   2. Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes in connection with use of the Services.

   3. Use Restrictions. You shall not use the Services or Customer Customizations for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part, except to create Customer Customizations in accordance with this Agreement and the Documentation; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services, Customer Customizations, or Documentation; (iii) reverse engineer, disassemble, decompile, decode, or duplicate the Services, reproduce Training Data other than Customer Data, engage in model extraction, or otherwise attempt to derive or gain access to any source code, algorithm, model, model weights and parameters, or other underlying AI Technology or component of the Services, in whole or in part; (iv) access or use the Services or any AI Customer Output to develop, train, or improve a competing or similar product or service, except that you may use AI Customer Output to create Customer Customizations in accordance with this Agreement and the Documentation; (v) use web scraping, web harvesting, web data extraction or any other method to extract data from the Services or any AI Customer Output; (vi) remove any proprietary notices from the Services or Documentation; (vii) use the Services to create or generate AI Customer Output, or use AI Customer Output in a manner, that you know or should know infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule; or (viii) submit, enter, post, or otherwise transmit or Process any Personal Information through the Services.

   4. Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer's use of the Services and collect and compile data and information related to Customer's use of the Services to be used by Provider in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services ("Aggregated Statistics"). As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. You agree that Provider may use and make publicly available Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information. 

   5. Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Provider IP or Third-Party Products.

   6. Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer's and any other Authorized User's access to any portion or all of the Services if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer's or any other Authorized User's use of the Provider IP disrupts or poses a security risk to the Provider IP, to Provider, or to any other customer or vendor of Provider; (C) Customer or any other Authorized User is using the Provider IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) Provider's provision of the Services to Customer or any other Authorized User is prohibited by applicable law; or (F) Customer is using the Services in material violation of Section 2(c) or the AUP; (ii) any vendor of Provider has suspended or terminated Provider's access to or use of any third-party services or products required to enable Customer to access and use the Services; or (iii) in accordance with 4 (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.

      
      

3. Customer Responsibilities.

   1. Acceptable Use Policy; Provider Policies. The Services may not be used for unlawful, fraudulent, offensive, or obscene activity, as further described and set out in Provider's acceptable use policy ("AUP") located at https://deepinvent.ai/AUP, as may be amended from time to time, which is hereby incorporated herein by reference. You shall comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, requirements, and policies that may be posted on https://deepinvent.ai/AUP from time to time, which are hereby incorporated herein by reference, including the AUP.

   2. Account Use. You are responsible and liable for all uses of the Services and Documentation resulting from access provided by you, directly or indirectly, whether that access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.

   3. Use of AI Customer Output. You acknowledge and agree to the following:

      1. Check the AI Customer Output yourself. You alone must review every AI Customer Output—by human eyes—for accuracy, completeness, and any other point that matters to you before you use it, share it, or rely on it. You are fully responsible for any choices you make because of that output. 

      2. Deepinvent is not your patent lawyer or agent. Neither the Provider nor the AI technology behind the Service is a patent agent, lawyer, or a law firm. The Service helps with research and drafting, but it is not legal advice and does not replace a real attorney.

      3. No attorney-client relationship. Using the Service does not create an attorney-client relationship between you and us.

      4. No promises about accuracy. We do not guarantee that the information you get is complete, correct, current, or legal.

      5. Get professional advice when needed. If you need legal advice, talk to a licensed lawyer in your area before relying on the Service or any AI Customer Output.

   4. Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You shall not sell or transfer them to any other person or entity. You shall promptly notify us about any unauthorized access to your passwords or access credentials.

   5. Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, these Third-Party Products are subject to their own terms and conditions which may be presented to you for acceptance by website link or otherwise. The Services may also include or incorporate Third-Party Products licensed or provided by third parties that require us to pass through additional terms to you. You shall comply with all such applicable pass-through terms as made available on https://deepinvent.ai/third-party, through the Documentation, or otherwise, as such terms may be updated, modified, or added from time to time. We may add or remove Third-Party Products from time to time. If you do not agree to abide by the applicable terms for any Third-Party Products, then you should not install, access, or use these Third-Party Products or any Services that include or incorporate these Third-Party Products.  

      
      

4. Fees and Payment.

   Customer shall pay Provider the fees as described on the Order ("Fees") within thirty (30) days from the invoice date without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date. If Customer fails to make any payment when due, without limiting Provider's other rights and remedies: (i) Provider may charge interest on the past due amount at the rate of .8333% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Provider for all reasonable costs incurred by Provider in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if the failure continues for 15 days or more, Provider may suspend, under Section 2(f), Customer's and all other Authorized Users' access to any portion or all of the Services until such amounts are paid in full. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider's income.

   
   

5. Confidential Information.

   From time to time during the Term, Provider and Customer may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information whether or not marked, designated, or otherwise identified as "confidential" at the time of disclosure (collectively, "Confidential Information"). Without limiting the foregoing, Provider IP is Provider's Confidential Information and Customer Data is Customer's Confidential Information. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings. Each party's obligations of non-disclosure regarding Confidential Information are effective as of the date the Confidential Information is first disclosed to the receiving party and will continue as long as permitted by applicable law; provided, however, for any Confidential Information that constitutes a trade secret (as determined under applicable law), those obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as the Confidential Information remains subject to trade secret protection under applicable law. 

   
   

6. Privacy Policy.

   Provider complies with its privacy policy, available at https://deepinvent.ai/privacy-policy ("Privacy Policy"), in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.

   
   

7. Intellectual Property Ownership; Feedback. 

   1. Provider IP. Customer acknowledges that, as between Customer and Provider, subject to Section 7(b) with respect to Customer Data incorporated into Customer Customizations, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP and, for Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products. Provider hereby grants you a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Provider IP and Third-Party Products solely to the extent incorporated into and necessary for you to use and otherwise exploit the AI Customer Output solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein.

   2. Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data, except as set out in Section 7(a) with respect to Provider IP and Third-Party Products incorporated into AI Customer Output and subject to the license granted herein. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to (i) reproduce, distribute, and otherwise use and display the Customer Data and Process the Customer Data as may be necessary for Provider to provide the Services to Customer and (ii) use, modify, and adapt AI Customer Input and AI Customer Output to train, develop, adapt, modify, enhance, or improve the Services and Provider’s other products or services. Notwithstanding anything in this Agreement to the contrary, unless prohibited by applicable law, we may delete Customer Data at any time if we determine that Customer Data violates the terms of this Agreement or that deletion is necessary to comply with applicable law.

   3. Customer Customizations. Notwithstanding Section 7(a), Customer shall have the exclusive right to access and use Customer Customizations solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein. We will not, and we will not allow any third party to, access or use Customer Customizations during or after the Term of this Agreement, except as necessary for us to fulfill our obligations to you under this Agreement or comply with applicable law.

   4. Feedback. If you or any other Authorized User sends or transmits any communications or materials to us by mail, email, telephone, social media, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto other than Customer Customizations, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use that Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your Authorized Users to assign to us, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are have no obligation to acknowledge receipt of or use any Feedback.

      
      

8. Limited Warranty and Warranty Disclaimer. 

1. Limited Provider Warranty. Provider warrants that the Services will conform in all material respects to the Documentation when accessed and used by Customer in accordance with this Agreement. Your sole remedy and Provider's sole liability for breach of the foregoing warranty is for Provider to use reasonable efforts to correct the Services to conform to the Documentation. Provider does not make any representations or guarantees regarding uptime or availability of the Services THE FOREGOING WARRANTY DOES NOT APPLY, AND PROVIDER STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

2. Customer Warranty. You represent, warrant, and covenant that (i) you own or otherwise have and will have all necessary rights, permissions, and consents in and relating to the Customer Data so that, as received by Provider and Processed in accordance with this Agreement, it does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law, and (ii) no Customer Data contains or will contain any Personal Information. 

3. EXCEPT FOR THE LIMITED WARRANTY SET OUT IN Section 8(a), THE SERVICES AND AI CUSTOMER OUTPUT ARE PROVIDED "AS IS" AND PROVIDER SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, INCLUDING ANY AI OUTPUTS, WILL MEET YOUR OR ANY OTHER PERSON'S OR ENTITY'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. YOU ACKNOWLEDGE THAT, GIVEN THE NATURE OF THE SERVICES AND AI TECHNOLOGY, AI CUSTOMER OUTPUT (I) MAY BE INACCURATE, MISLEADING, BIASED, OR OFFENSIVE, (II) MAY BE THE SAME AS OR SIMILAR TO OUTPUT THE SERVICES GENERATE FOR OTHER CUSTOMERS, (III) MAY NOT QUALIFY FOR INTELLECTUAL PROPERTY PROTECTION, AND (IV) MAY BE SUBJECT TO THIRD PARTY TERMS, INCLUDING, AS APPLICABLE, OPEN SOURCE LICENSES, AND (V) DO NOT NECESSARILY REFLECT, AND MAY BE INCONSISTENT WITH, PROVIDER'S AND THIRD-PARTY PROVIDERS' VIEWS.

9. Indemnification. 

   1. Provider Indemnification. 

      1. Provider shall indemnify, defend, and hold Customer harmless from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees ("Losses"), incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or Customer's or any Authorized User's use thereof in accordance with this Agreement, infringes or misappropriates such third party's US patents, copyrights, or trade secrets, provided that Customer promptly notifies Provider in writing of the Third-Party Claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such Third-Party Claim.

      2. If such a Third-Party Claim is made or either party reasonably anticipates such a Third-Party Claim will be made, Customer agrees to permit Provider, at Provider's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Provider determines that neither alternative is reasonably available, Provider may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.

      3. This Section 9(a) will not apply to the extent that any such Third-Party Claim arises from (A) Customer's or any other Authorized User's use of the Services or AI Customer Output in combination with any products, services, or software not provided by Provider; (B) Customer Customizations or modifications to the Services or AI Customer Output other than by Provider; (C) AI Customer Input or other Customer Data other than AI Customer Output; (D) Third-Party Products accessible through but not incorporated into the Services (including to the extent allegedly infringing AI Customer Output derives from content from a Third-Party Product); (E) Customer's disablement or circumvention of any applicable source citation, filtering, or safety tools or functions of the Services; (F) your violation of this Agreement or the AUP or applicable laws; (G) Training Data or AI Customer Output; or (H) trademark violations resulting from Customer's use of the AI Customer Output in trade or commerce.

   2. Customer Indemnification. Customer shall indemnify, hold harmless, and, at Provider's option, defend Provider and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all Losses arising from or relating to any Third-Party Claim (i) that the AI Customer Input or other Customer Data other than AI Customer Output, or Processing or any other use thereof in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights; (ii) based on Customer's or any Authorized User's negligence or willful misconduct or use of the Services in a manner not authorized by this Agreement, the AUP, or applicable laws; or (iii) based on Customer Customizations; provided that Customer may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

   3. Sole Remedy. SECTION 9 SETS OUT CUSTOMER'S SOLE REMEDIES AND PROVIDER'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES OR AI CUSTOMER OUTPUT INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL PROVIDER'S LIABILITY UNDER THIS SECTION 9 EXCEED $100,000.

      
      

10. Limitations of Liability.

    EXCEPT AS PROHIBITED BY LAW OR OTHERWISE PROVIDED IN THIS SECTION 10, IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT AS PROHIBITED BY LAW OR OTHERWISE PROVIDED IN THIS SECTION 10, IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $50,000, WHICHEVER IS LESS. The exclusions and limitations in this Section 10 do not apply to Provider's obligations under 5 or 9 or Provider's gross negligence or willful misconduct.  

    
    

11. Term and Termination. 

    1. Term. The term of this Agreement begins on the Effective Date and continues for the period set out in the Order (the "Term"). Services that are specified in the Order to automatically renew will renew every month unless earlier terminated pursuant to this Agreement's express provisions or either party gives the other party written notice of non-renewal at least 30 days prior to the expiration of the then-current services period.

    2. Termination. In addition to any other express termination right set out in this Agreement:

       1. Billing. If you purchase any Services, you will provide complete and accurate billing information, including a valid payment method. For paid subscriptions, we will automatically charge your payment method on each agreed-upon periodic renewal until you cancel. You’re responsible for all applicable taxes, and we’ll charge tax when required. If your payment cannot be completed, we may downgrade your account or suspend your access to our Services until payment is received. 

       2. Innovation Threads. You can pay for some Services in advance by purchasing Innovation Threads. All Innovation Threads are subject to this Agreement⁠.

       3. Cancellation. You can cancel your paid subscription at any time in your account Dashboard. Payments are non-refundable, except where required by law. These Terms do not override any mandatory local laws regarding your cancellation rights. 

       4. Changes. We may change our prices from time to time. If we increase our subscription prices, we will give you at least 30 days’ notice and any price increase will take effect on your next renewal so that you can cancel if you do not agree to the price increase.

    3. Effect of Expiration or Termination. Upon expiration or termination of this Agreement, Customer shall immediately discontinue use of the Provider IP. No expiration or termination of this Agreement will affect Customer's obligation to pay all Fees that may have become due before that expiration or termination, or entitle Customer to any refund. Within 30 days following expiration or termination of this Agreement, Provider may permanently delete Customer Data and Customer Customizations from the Services and all systems Provider controls, unless otherwise required by applicable law. Notwithstanding the foregoing and for the avoidance of doubt, Provider shall not be obligated to delete, destroy, or disable any modifications, developments, or improvements to the Services or any other products or services resulting from Provider's use of Customer Data pursuant to Section 7(b)(ii).

    4. Survival. This Section 11(d), Sections 4, 5, 7, 9, 10, 13, 14, 15, 16, and 17, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this Agreement, will survive termination or expiration.

       
       

12. Modifications.

    You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. You will be notified of modifications through notifications or posts on https://deepinvent.ai/terms-of-service. You are responsible for reviewing and becoming familiar with any modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms.  

    
    

13. Export Regulation.

    Our software and the tech inside it are covered by U.S. export-control laws, including the Export Administration Act. You must not send, share, or let anyone use the software from any country where U.S. law says that export is banned. Before you move, copy, or give access to the software outside the United States, you must: 

    1. follow all U.S. export laws and rules, and

    2. get every license or other government OK that the law requires.

These duties are yours alone, not ours.

14. US Government Rights.

    The software and its manuals are “commercial computer software” and “commercial computer-software documentation” under federal rules (see 48 C.F.R. § 2.101 and § 12.212). If you are a U.S. Government agency—or a contractor working for one—you get only the same license rights that we give every other customer.

    1. For the Department of Defense (DoD) and DoD contractors, this limit is set by 48 C.F.R. §§ 227.7201-227.7204.

    2. For all other federal agencies and their contractors, the limit is set by 48 C.F.R. § 12.212.

       
       

15. Governing Law.

    This agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. 

    
    

16. Mandatory Arbitration. PLEASE READ CAREFULLY

This section explains that you and Deepinvent must solve most legal disputes in private, binding arbitration, not in court, unless you opt out (see Section 16 (g)). You cannot bring or join a class action or any other group case or group arbitration.

a. No Group or Representative Cases

Any dispute or claim between you and Deepinvent is personal to you and Deepinvent. It must be handled one-on-one—no class actions, class arbitrations, or other representative cases. “Deepinvent,” “you,” and “us” also include our affiliates, employees, agents, successors, assigns, and anyone who uses our Services under these or earlier terms (including people named in estate plans).

b. What Goes to Arbitration. First, try Customer Support at (737) 339-7277. If we still can’t settle the issue:

• Must go to arbitration: Nearly every “Dispute” about our relationship—including about these Terms, our Services, ads, privacy, or data—no matter whether based on contract, tort, statute, fraud, or any other theory.

• May go to court instead:

  • Small-claims cases filed by one person in the small-claims court for the county of that person’s billing address, or 

  • Lawsuits for injunctions or other court orders about the theft or misuse of intellectual-property rights.

• BY AGREEING TO ARBITRATION, BOTH SIDES WAIVE A JURY TRIAL.

c. How to Start the Process

1. Written notice.

• If you have a claim: Mail a “Claimant Notice” by certified U.S. mail to Notice of Dispute – General Counsel, Deepinvent, Inc., 8 The Green #21625, Dover, DE 19901 and email a copy to legalnotice@deepinvent.ai.

• If we have a claim: We will mail and email a “Deepinvent Notice” to the addresses tied to your account.

• The notice must list: (a) your name, address, email, phone; (b) what the dispute is about; and (c) the exact relief you want.

2. 30-day cooling-off. Both sides pause for 30 days to try to settle. All time-limit rules are paused during these 30 days.

3. Filing for arbitration. If we still disagree after 30 days, either side may file a confidential, binding case with the American Arbitration Association (AAA). One arbitrator will decide the case.

• Place: Unless we agree otherwise, hearings happen in Travis County, Texas. If you are a Consumer (using the Services for personal, family, or household reasons—and note you were not supposed to access the Services), you can choose to hold the hearing remotely.

• Rules: 

  • Consumer: AAA Consumer Arbitration Rules apply. 

  • Non-Consumer: AAA Commercial Arbitration Rules apply, with “Expedited Procedures” for cases worth ≤ $75,000.

• Rules are at adr.org/Rules, and you agree they are fair and binding.

4. No “Coordinated Filings.” To keep things simple, you will not file an arbitration demand that is bundled or coordinated with 10 or more similar demands. If you do, Deepinvent may choose to move the dispute to a regular court instead (see Section 17).

d. What the Arbitrator Can Do

You and us agree that these Terms affect interstate commerce and that the enforceability of this Section will be governed by the Federal Arbitration Act (FAA). The arbitrator can give any relief a court could give but only for you or us individually—not for a group. No combining claims from different people.

e. Protecting Confidential Information

The arbitrator may only allow each side to exchange the non-privileged information needed to decide the dispute. Both sides will ask the arbitrator to keep trade secrets and other sensitive material confidential. 

f. Who Pays the Fees

• Consumers who file: pay the AAA Consumer Filing Fee; Deepinvent pays the rest.

• Non-Consumers filing cases worth < $75,000: pay $250 toward the filing fee; Deepinvent pays the rest.

• Non-Consumers filing cases worth ≥ $75,000: each side pays half of AAA’s fees and costs.

• If the arbitrator decides a claim is frivolous or filed in bad faith, fees will follow AAA rules (you might pay more).

g. How to Opt Out of Arbitration

You can opt out of binding arbitration by mailing a letter by U.S. certified mail within 30 days after you first accept these Terms. Send it to Notice of Opt Out – General Counsel, Deepinvent, Inc., 8 The Green #21625, Dover, DE 19901 and email a copy to legalnotice@deepinvent.ai. For Notice of Opt Out to be effective, you must include your full name, address, and the statement “I opt out of binding arbitration.” If you opt out, disputes will be handled under Section 17 but only as individual actions (no class cases).

h. If Part of Section 16 Is Struck Down

• If any piece of Section 16 is ruled illegal or unenforceable, that piece is severed and the rest stays in force.

• Any claim that must proceed on a class, collective, or representative basis will go to a court of competent jurisdiction, but that court case will be paused while individual claims are arbitrated.

• Public injunctive relief claims (and only those) must be filed in court under Section 17.

Remember: Agreeing to these Terms means nearly all disputes between you and Deepinvent will be settled privately, one-on-one, and without a jury.

If you wish to seek public injunctive relief against Deepinvent, such claim (and only such claim) must be severed from the arbitration and brought in court in accordance with the provisions of Section 17.

You and Deepinvent agree that the state or federal courts of the State of Texas and the United States sitting in Travis County, Texas have exclusive jurisdiction over the enforcement of an arbitration award made pursuant to this Arbitration Agreement.

17. Venue. 

    1. Where disputes go to court. If a dispute can’t be sent to arbitration or heard in small-claims court, it must be filed in a state or federal court located in Travis County, Texas. You agree that these courts have personal and exclusive power (jurisdiction) over you and this dispute.

    2. Our location and legal limits. Deepinvent runs the Site and Services from Texas. Putting the Site or Services online does not mean we agree to be sued anywhere else. We do not promise that the materials are legal or fit for use outside Texas.

    3. Access from other places. Do not use the Site or Services from a place where their content is illegal. If you choose to visit from another state or country, you do so at your own risk and must follow all laws, rules, and regulations that apply there. 

       
       

18. Notices.

Send official legal notices to:

Legal Notices – General Counsel
Deepinvent, Inc.
8 The Green #21625
Dover, DE 19901

Please also email a copy to legalnotice@deepinvent.ai (this email is a courtesy copy only).

Use certified or registered U.S. mail (return-receipt requested and postage paid) or a reputable overnight-courier service. We treat a notice as delivered only when we actually receive it.

Electronic notices from us. 

You agree that we may send you emails or other electronic messages about fees, transactions, and any other matter related to the Services. These electronic messages count as written notices and meet all legal “in writing” requirements.

19. Reviews, Comments, Communications, and Other Content.

Deepinvent may let you post ratings, reviews, questions, answers, or other material (“User Content”) on our website, apps, or social-media pages. By using those features, you agree to the rules below and the rest of these Terms of Use.

Our rights and limits

• Deepinvent is not the writer or publisher of User Content. We take no responsibility and have no liability for anything you or anyone else posts.

• We work to keep the system secure, but we cannot promise perfect security. If you think security has been breached, email us right away.

• Our technical team may delete files, stop processes, or temporarily disable an account if we believe it threatens the system or other users. We will contact the affected user as soon as we reasonably can.

• We may—at our sole discretion—edit, move, hide, or delete any User Content at any time.

Your duties when you post. You are legally and ethically responsible for everything you post. You agree not to submit content that:

• you know is false, inaccurate, or misleading;

• violates anyone’s copyright, patent, trademark, trade secret, publicity, or privacy rights;

• breaks any law or rule (including export control, consumer protection, unfair competition, anti-discrimination, or false-advertising laws);

• is defamatory, libelous, hateful, racist, religiously offensive, threatening, harassing, or that encourages illegal acts or harm to others;

• is an ad, spam, or content you were paid or rewarded by a third party to post;

• lists other websites, physical addresses, email addresses, phone numbers, or other contact info;

• contains viruses, worms, or other harmful code; or

• otherwise violates these Terms of Use.

Note for attorneys: If you are a lawyer and you post advice, you do so at your own risk. Deepinvent does not review or endorse such advice and is not responsible for it.

20. Links to Third Party Sites.

This site and our apps may include links to websites we don’t control (“Third-Party Sites”). Some belong to partners or affiliates; others do not.

• We don’t run these sites, and we don’t endorse or guarantee their content, products, or services.

• We aren’t responsible for any changes, downtime, or problems on those sites, or for any videos, webcasts, viruses, or other data you get from them.

• A link doesn’t mean we sponsor, are affiliated with, or have permission to use the third party’s trademarks or logos.

• If you choose to visit a Third-Party Site, you do so at your own risk. We’re not liable for any loss or damage that comes from dealing with that third party.

• Questions or concerns? Contact the administrator of the Third-Party Site, not Deepinvent.

21. Right to Refuse.

    You acknowledge that Deepinvent reserves the right to refuse service to anyone and to cancel user access at any time.

    
    

22. Children.

    Minors are not eligible to use the website or Services and we ask that they do not submit any information to us.

    
    

23. Severability.

    The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction.

    
    

24. No Implied or Expressed Waiver.

    Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches.

    
    

25. Assignment.

    This agreement is personal to you. You cannot transfer or assign your rights or duties to anyone else— for any reason— unless we first give you written permission. Any attempt to do so without our okay is void. Deepinvent may transfer this agreement or hand off any of its duties to another party at any time.

    
    

26. Entire Agreement.

    This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the body of this Agreement and the Order, the body of this Agreement controls unless the parties expressly indicate in the Order an intent to deviate from the terms of this Agreement.