Last updated: August 12, 2025
This Master Services Agreement, including any exhibits, policies, or addenda attached hereto or referenced herein (the "Agreement") is entered into between the Parties and contains the terms and conditions that govern access to the Patentext's software-as-a-service application which is available at identified and described in any Order that allows you to access certain features and functions through a web interface, API, or other application (the "Services"), and is a contract between Patentext, Inc. ("Patentext") and you or the entity or organization that you represent ("Customer"). Unless otherwise agreed by the Parties in writing, this Agreement becomes binding and effective on Customer upon the earlier of: (i) Customer's signature of an Order Form; (ii) Customer's or its Authorized User's access and use of the Services; or (iii) Customer's or its Team Member's clicking of an "I Accept," "Sign Up" or similar button or checkbox referencing this Agreement ("Effective Date"). Certain features of the Services may be subject to additional guidelines, terms, or rules ("Additional Terms") which will be posted within the Services in connection with such features. All Additional Terms are incorporated by reference into this Agreement. Capitalized terms not otherwise defined in this Agreement have the respective meanings assigned to them in Section 1.
You agree that by accessing the Services, you have read, understood, and agree to be bound by this Agreement. If you are using the Services on behalf of an entity or organization: (a) all references to "Customer" are to that entity or organization, (b) you represent that you are at least eighteen (18) years of age, or have otherwise reached the age of majority where you reside, and (c) you represent that you have the right, power, and authority to enter into this Agreement on behalf of Customer.
Capitalized terms used in this Agreement shall have the meanings set forth below or in the context in which they first appear.
Beginning on the Effective Date and subject to the terms and conditions of this Agreement, Patentext grants Customer a worldwide, non-exclusive, non-transferable, non-sublicensable right to access and use the Services, and to provide Team Members with access to the Services, solely for Customer's internal business purposes. Access credentials are specific to the Team Member to whom they are issued and may not be shared, including within the same organization. Customer will take reasonable steps to prevent unauthorized use of the Services. Customer and its Team Members' right to access the Services terminates on the expiration or termination of this Agreement.
You are fully responsible and liable for all acts and omissions of all Team Members, whether or not such actions were authorized by you. You shall: (a) ensure that each Team Member complies with this Agreement and all applicable laws; (b) where Team Members are given access to the Services via user IDs, (i) maintain the confidentiality and security of all user IDs, passwords, and access credentials; and (ii) prevent unauthorized sharing or use of user IDs or access credentials; (c) promptly notify Patentext of any unauthorized access to the Services or security breach; and (c) ensure that access to the Services is promptly revoked upon termination of any Team Member's employment or engagement with your organization.
Customer shall not: (a) modify or create derivative works from the Patentext Technology; (b) share or transfer the Patentext Technology to third parties; (c) reverse-engineer the Patentext Technology or reverse compile, reverse assemble, or perform any other operation with the Patentext Technology that would reveal any source code, operational directives, processing templates, trade secrets, know-how or other proprietary information; (d) remove or modify any notice of confidentiality, trade secret, trademark, or copyright encoded or embodied in, or otherwise displayed by or on, the Patentext Technology; (e) use the Patentext Technology to generate, engineer, operate or transmit harmful code or malware; (f) use the Patentext Technology for unlawful purposes; (g) sell, license, or otherwise offer the Services to any third party for profit; or (h) otherwise use the Patentext Technology in any way not expressly permitted by this Agreement.
Subject to Customer's payment of all applicable fees, Patentext will use commercially reasonable efforts to provide the Services in accordance with the Service Level Agreement (the "SLA"), which is hereby incorporated into this Agreement by reference.
(a) Customer may select from various pricing options, which are displayed on the Patentext website (the "Website"). The Services may be provided on a subscription basis ("Subscription Services"), on a credit basis, or a combination thereof.
(b) From time to time, Patentext may provide Customer with the option to use Beta Features or to subscribe to Trial Services at a discounted rate. Access to Beta Features and Trial Services is subject to the Beta and Trial Terms. Such terms are hereby incorporated into this Agreement by reference.
(c) Patentext may offer the Services at a discounted rate to customers who meet certain eligibility requirements. Patentext reserves the right to require verification prior to providing Services to Customer at such pricing.
(d) Patentext, at its sole discretion, may make promotional offers with different features and different pricing to any of Patentext's customers. These promotional offers, unless made to Customer, will not apply to this Agreement.
This Section applies if Customer purchases Subscription Services. The Subscription Services are provided based on a term length selected by Customer (e.g., monthly or annually) (the "Subscription Period"). To the extent permitted by applicable law, subscriptions for Subscription Services automatically renew for successive terms the same length as the initial Subscription Period until you cancel. The day of the month your Subscription Services are activated will be the start date of each Subscription Period. The payment method Customer provides will be charged at the beginning of each Subscription Period. The Subscription Services can be canceled the third-party payment processor you used to subscribe (e.g., Stripe). To avoid being charged for the next Subscription Period, Customer must cancel the Subscription Services before the first day of the next Subscription Period.
Customer agrees to pay all applicable fees in accordance with the terms presented on the Website at the time Customer signs up for the Services. All fees are non-refundable except as expressly stated herein or required by law. Any applicable sales taxes, levies, value-added taxes, or duties imposed by taxing authorities are calculated during the check-out process based on Customer's location.
As between Customer and Patentext, Patentext owns all right, title and interest in and to the Patentext Technology and all intellectual property rights related to the Services, including any improvements, modifications, or enhancements.
As between Customer and Patentext, Customer owns all Customer Data.
(a) Customer hereby grants to Patentext a non-exclusive right and license to use the Customer Data for the purposes of providing the Services, generating Metric Data, exercising Patentext's rights hereunder, and performing Patentext's obligations hereunder.
(b) Subject to the rights granted in this Agreement, Customer retains all right, title and interest in and to the Customer Data and any intellectual property rights therein or related thereto, and Patentext acknowledges that it neither owns nor acquires any additional rights in and to the Customer Data not expressly granted by this Agreement.
(c) Customer's rights in Section 4.2 do not restrict Patentext's ownership of or other rights to information Patentext (i) independently develops or (ii) receives from a third party.
As between Patentext and Customer, and to the extent permitted by applicable law, Customer owns all Customer Outputs and Patentext hereby assigns to Customer all of Patentext's right, title, and interest, if any, in and to Customer Outputs. The foregoing right and assignment does not apply to any data or content created before or independent of Customer Inputs that led the Services to generate the Customer Outputs in question, including without limitation any such data or content included in Customer Outputs.
Patentext retains ownership of all right, title, and interest in and to Metric Data. Patentext may use Metric Data in connection with Patentext's rights and obligations under this Agreement and to operate, improve, analyze, and support the Services, for benchmarking, reporting, and for any other lawful business purposes.
"Generative Models" are computer programs that analyze multimodal datasets (textual datasets, audio datasets, and/or visual datasets) to represent, summarize, generate, predict, and create content based on input data. Patentext uses Generative Models to generate Customer Outputs based on the Customer Inputs. For greater security, Patentext has an agreement with the providers of these Generative Models that mandates zero retention of Customer Data by the providers. Patentext prohibits the providers of the Generative Models used in the Services from training their Generative Models using Customer Data.
As consideration for Patentext granting Customer a license to use the Services at the pricing set forth herein, Customer shall notify Patentext of all problems and ideas for enhancements that come to Customer's attention while using the Services and shall participate in interviews and surveys that are reasonably requested by Patentext. Patentext may use and disclose any or all feedback or suggestions which Customer provides Patentext about the Services, Patentext's products, or Patentext's business operations (the "Feedback") in any manner which Patentext chooses. Customer irrevocably assigns to Patentext all right, title, and interest in and to the Feedback without compensation, without any obligation to report on such use, and without any other restriction.
Nothing in the Agreement is intended to grant or create any right or license to either party with respect to any intellectual property rights owned, licensed, or controlled by the other party, except as expressly specified herein.
Patentext shall use commercially reasonable efforts to ensure the confidentiality and security of the Customer Data by implementing appropriate technical and organizational measures to ensure a level of security appropriate to the risk. Patentext will not access or use Customer Data except as expressly permitted herein.
All of the provisions of this Agreement which expressly or, by their nature, should extend beyond expiration or termination of this Agreement shall survive and remain in full force and effect and apply to each party's respective successors, and permitted assigns. Upon termination or expiration of this Agreement, Customer shall (a) stop accessing the Services; (b) Customer shall promptly return or delete all Confidential Information; and (c) Patentext shall promptly return or delete all Customer Data in its possession.
"Confidential Information" means all information of a party ("Disclosing Party") disclosed or made available to the other party ("Receiving Party") that is designated in writing or identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary to the Disclosing Party due to the nature of the information disclosed or the circumstances surrounding its disclosure. The terms and conditions of this Agreement and each Order Form are Confidential Information of Patentext. The Confidential Information of Patentext includes, without limitation, the names and contact information of Patentext Members' mentors, the legal forms provided by Patentext, information received by Customer in connection with this Agreement regarding other seed accelerator companies in Patentext Members accelerators and information provided to Customer through Patentext intranet or Wiki and the terms and conditions of this Agreement.
The Receiving Party shall: (i) maintain the confidentiality of the Disclosing Party's Confidential Information; (ii) not use the Disclosing Party's Confidential Information for any purpose other than exercising its rights or performing its obligations under this Agreement; (iii) not disclose such Confidential Information to any person or entity, other than to those of its (a) employees who have a "need to know" in order for the Receiving Party to exercise its rights or perform its obligations hereunder or (b) professional advisers, or actual or prospective investors, provided that each such employee, investor, acquirer, and professional adviser is bound by obligations of confidentiality or, in the case of professional advisers, ethical duties, respecting such Confidential Information that are at least as restrictive as the terms of this Section 8, and provided further that the Receiving Party shall be responsible and liable for all actions and omissions of such employees, investors, acquirers, and professional advisers with respect to the subject matter of this Section 8 as if they were those actions and omissions of the Receiving Party; (iv) use at least reasonable measures to protect the confidentiality of such Confidential Information from unauthorized access or disclosure.
If the Receiving Party is required by applicable law or court order to make any disclosure of such Confidential Information, to the extent permitted by applicable law, it shall first give written notice of such requirement to the Disclosing Party, and then shall permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in its Confidential Information and shall provide full cooperation to the Disclosing Party in seeking to obtain such protection.
Notwithstanding the foregoing, the Receiving Party's obligations under this Section 8 will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt hereunder; (ii) is or has become public knowledge or publicly available through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed without use of or reference to any Confidential Information of the Disclosing Party by employees or independent contractors of the Receiving Party who had no access to such information.
The Receiving Party acknowledges that unauthorized disclosure of such Confidential Information could cause substantial harm to the Disclosing Party for which damages alone might not be a sufficient remedy and, therefore, that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law or equity.
CUSTOMER ACKNOWLEDGES THAT IT IS ENTERING THIS AGREEMENT AT ITS OWN RISK. ACCORDINGLY, CUSTOMER AGREES TO ASSUME ALL RISKS FROM USE OF THE SERVICE AND ACKNOWLEDGES THAT THE SERVICE IS PROVIDED "AS IS" AND "WITH ALL DEFECTS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PATENTEXT DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE AND/OR QUIET ENJOYMENT. PATENTEXT DOES NOT WARRANT THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL OR ANY ERRORS WILL BE CORRECTED. PATENTEXT WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE TO ANY DATA. PATENTEXT EXPRESSLY DISCLAIMS ALL LIABILITY IN RESPECT OF CUSTOMER OR CUSTOMER ACTIONS TAKEN OR NOT TAKEN BASED ON ANY OUTPUT, OR OTHERWISE IN CONNECTION WITH CUSTOMER'S USE OF THE SERVICE. PATENTEXT'S PROVISION OF THE SERVICE, INCLUDING ALL RELATED OUTPUT, ARE FOR GENERAL INFORMATIONAL PURPOSES ONLY. CUSTOMER AND ITS USERS ACKNOWLEDGE THAT THEY ARE RESPONSIBLE FOR DECISIONS, ACTIONS, AND INACTIONS BASED ON THE USE OF THE SERVICE.
PATENTEXT DOES NOT REPRESENT THAT THE CUSTOMER OUTPUT WILL BE SATISFACTORY IN ANY WAY TO CUSTOMER. WHILE THE CUSTOMER OUTPUT AND SERVICE MAY BE USED IN CONJUNCTION WITH LEGAL SERVICES PROVIDED BY CUSTOMER OR LEGAL DOCUMENTS PREPARED BY THE CUSTOMER, NEITHER THE CUSTOMER OUTPUT NOR ANY SERVICE CONSTITUTE FORMAL LEGAL ADVICE TO THE CUSTOMER OR ANY CLIENT OF CUSTOMER AND CUSTOMER ACKNOWLEDGES AND AGREES THAT THEY DO NOT, AND ARE NOT INTENDED TO, CONSTITUTE FORMAL LEGAL ADVICE.
THE SERVICE USES GENERATIVE MODELS TO GENERATE THE CUSTOMER OUTPUTS FROM THE CUSTOMER INPUTS. THE CUSTOMER OUTPUTS ARE PROBABILITY-BASED AND SHOULD BE CHECKED BY THE CUSTOMER FOR ACCURACY, COMPLETENESS AND SUITABILITY FOR INTENDED USE. CUSTOMER AGREES THAT IT IS SOLELY AND ULTIMATELY RESPONSIBLE FOR DETERMINING WHETHER ANY CUSTOMER OUTPUTS SATISIFY ANY LEGAL REQUIREMENTS PERTAINING TO THE USE OF SUCH CUSTOMER OUTPUTS BEFORE ANY JUDICIAL OR ADMINISTRATIVE AGENCY, INCLUDING BUT NOT LIMITED TO WHETHER SUCH CUSTOMER OUTPUTS, IN WHOLE OR IN PART, SATISIFY THE REQUIREMENTS OF TITLE 35 OF THE U.S. CODE OR TITLE 37 OF THE CODE OF FEDERAL REGULATIONS. CUSTOMER IS RESPONSIBLE TO DETERMINE WHETHER IT IS REQUIRED TO DISCLOSE ITS USE OF THE SERVICE TO ITS CLIENTS.
PATENTEXT SHALL NOT BE LIABLE FOR LOST PROFITS OR LOSS OF DATA OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR THIS AGREEMENT, WHICH MAY BE INCURRED BY CUSTOMER. PATENTEXT'S CUMULATIVE LIABILITY FOR ANY DAMAGES ASSERTED BY CUSTOMER ARISING FROM OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO PATENTEXT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
Customer and Patentext acknowledge and agree that the relationship arising from this Agreement does not constitute or create any joint venture, partnership, employment relationship or franchise between them. This Agreement may not be amended or modified except in a writing duly executed by the party against whom enforcement of such amendment or modification is sought. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties, provided that Customer may not assign any of its rights, nor delegate any of its duties, without the prior written consent of Patentext, and further provided that, absent such prior written consent, any attempted assignment or delegation by Customer hereunder shall be null, void and of no effect. Patentext may freely assign this Agreement.
This Agreement, including any Additional Terms referenced herein, constitutes the entire agreement between the parties regarding the Services. If any term or provision of this Agreement is determined by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the legality, validity, or enforceability of the remainder of this Agreement shall not thereby be affected, and this Agreement shall be deemed amended to the extent necessary to delete such provision. The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of the same or any other breach by that party, whether prior or subsequent. Any waiver under this Agreement must be in writing and signed by an authorized representative of the waiving party.
This Agreement shall be construed in accordance with, and shall be governed by, the laws of the State of Colorado, without giving effect to the principles of conflict of laws thereof. All of the provisions of this Agreement which expressly or, by their nature, should extend beyond expiration or termination of this Agreement shall survive and remain in full force and effect and apply to each party's respective affiliates, successors, and permitted assigns.