Terms & Conditions

Patentext Inc.

Master Service Agreement

This Master Service Agreement, including any exhibits, policies, or addenda attached hereto or referenced herein (the "Agreement"), is a contract between Patentext, Inc., a Delaware corporation ("Patentext"), and you or the entity or organization that you represent ("Customer"). This Agreement contains the terms and conditions that govern Customer's access to and use of the Patentext software-as-a-service platform (the "Platform").

This Agreement becomes binding and effective on Customer upon the earlier of: (i) Customer's or any of its Authorized Users' access to or use of the Platform; or (ii) Customer's or any of its Authorized Users' clicking of an "I Accept," "Sign Up," or similar button or checkbox referencing this Agreement (the "Effective Date").

Certain features of the Platform may be subject to additional guidelines, terms, or rules ("Additional Terms") posted within the Platform 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.

If you are using the Platform on behalf of an entity or organization: (a) all references to "Customer" refer to that entity or organization, and you agree, in your individual capacity, to comply with Section 3.3 (Use Restrictions), Section 3.5 (Acceptable Use), and Section 8 (Confidentiality) in your use of the Platform; (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.

Customer, on behalf of itself and its Authorized Users, agrees that by accessing the Platform, it has read, understood, and agrees to be bound by this Agreement.

1. Definitions

Capitalized terms used in this Agreement shall have the meanings set forth below or in the context in which they first appear.

• "Artificial Intelligence Tools" means computer programs, models, and systems that use machine learning, statistical inference, or similar computational techniques to process inputs and produce outputs, including without limitation Generative AI Tools.
• "Authorized User" means an individual authorized by Customer to use the Platform, for whom subscriptions to the Platform have been purchased, and who has been supplied user identifications and passwords by Customer (or by Patentext at Customer's request). Authorized Users may include Customer's employees, consultants, contractors, and agents. Invited Contributors are not Authorized Users.
• "Confidential Information" means all information of a party (the "Disclosing Party") disclosed or made available to the other party (the "Receiving Party") that (i) is designated in writing as "Confidential" or "Proprietary" at the time of disclosure, or (ii) should reasonably be known by the Receiving Party to be confidential or proprietary due to the nature of the information or the circumstances surrounding its disclosure. Confidential Information of Patentext includes, without limitation, the terms and conditions of this Agreement, information regarding Patentext employees, operational directives, processing templates, and information provided to Customer through the Platform, but does not include Customer Data. Confidential Information of the Customer is limited to the Customer Data, and information identifying Authorized Users and Invited Contributors of the Customer. Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is rightfully obtained from a third party without breach of any confidentiality obligation; or (d) is independently developed without use of or reference to the Disclosing Party's Confidential Information.
• "Contributor Agreement" means the Patentext Contributor Agreement located at https://patentext.com/legal/contributor-agreement, as updated from time to time, which governs the relationship between Patentext and each Invited Contributor.
• "Contributor Portal" means the feature of the Platform that enables Invited Contributors to access tasks, Customer Data, and related materials made available by Customer, using single-use email verification rather than a Platform account.
• "Contributor Submissions" means all content and information submitted by an Invited Contributor through the Contributor Portal, including contributor profile information, answers to disclosure questions, uploaded documents, comments and replies, approvals, and acknowledgments.
• "Customer Data" means any data, content, works, and information provided by Customer to Patentext through the Platform, including any Customer Inputs submitted for processing, Customer Outputs generated by the Platform, and Contributor Submissions.
• "Customer Inputs" means textual, graphical, and/or audio content, including custom prompts, created by Customer or its Invited Contributors without reference to any Patentext Technology and submitted through the Platform for the purpose of generating Customer Outputs.
• "Customer Outputs" means textual and/or graphical content produced by the Platform from Customer Inputs, including content stored within intermediate data structures, whether or not such content is made directly available to Customer.
• "Generative AI Tools" means large language models, multimodal generative models, diffusion models, and similar machine learning architectures that generate novel textual, graphical, audio, or other content from learned patterns in training data, as used by Patentext or its third-party providers to generate Customer Outputs from Customer Inputs.
• "Invited Contributor" means an individual, other than an Authorized User, whom Customer invites through the Contributor Portal to complete tasks in connection with an invention or patent matter of Customer. Designation of an individual as an Invited Contributor does not reflect any determination by Patentext regarding inventorship.
• "Metric Data" means any content, data, or information collected or produced by the Platform in connection with Platform use that does not identify or render identifiable any Customer Data, and may include Customer usage patterns, traffic logs, user interactions with the Platform, and statistical information about the structure of graphs and other intermediate data structures generated by the Platform, such as the number, depth, and branching of nodes and the types of relationships between them, from which all labels, text, and other content, including embeddings or other representations of content, have been removed, but expressly excludes any Customer Data.
• "Platform" means the Patentext, Inc. software-as-a-service platform, including all features, tools, interfaces, and updates thereto, as made available to Customer under this Agreement.
• "Service Level Agreement (SLA)" means the service level commitments set forth in the document located at https://patentext.com/legal/sla ("SLA"), incorporated into this Agreement by reference. In the event of a conflict between the SLA and this Agreement, this Agreement shall control, except that the SLA shall control with respect to the Uptime Commitment, Service Credits, support response targets, and termination for Chronic SLA Failure, each as defined in the SLA.
• "Patentext Technology" means the Platform and all data, information, and content presented through the Platform, including: (a) Metric Data; (b) the structure, organization, selection, coordination, arrangements, and visualizations of the foregoing and all elements comprising them; (c) operational directives and processing templates used to configure Artificial Intelligence Tools; (d) all proprietary technology, tools, information, user interfaces, data, datasets, algorithms, programs, parameters, server integrations, hardware, and similar resources utilized by or on behalf of Patentext; and (e) all updates, upgrades, modifications, enhancements, or derivatives of any of the foregoing. Patentext Technology expressly excludes Customer Data.
• "Scope of Services" means: (i) the receipt of Customer Inputs by the Platform; (ii) the generation of Customer Outputs by the Platform from Customer Inputs; (iii) making Customer Data available to Invited Contributors through the Contributor Portal, and receiving Contributor Submissions, as directed by Customer; and (iv) the technical transmission of Customer Data to third-party recipients designated and authorized by Customer in accordance with Section 2.5. The Scope of Services is limited to technology services and does not include legal services, patent prosecution services, or professional services of any kind.
• "Subscription" means Customer's subscription-based right to access and use the Platform as described in Section 4.
• "Third-Party Professional Services" means legal services, patent prosecution services, patent agent services, or other professional services provided to Customer by any third party, including without limitation Patentext Services LLC, under a separate engagement agreement to which Patentext, Inc. is not a party.

2. Nature of Services; Relationship to Third-Party Professional Services

2.1 Technology Services Only.

Patentext, Inc. provides the Platform as a technology service only. Patentext, Inc. is not a patent agency, law firm, legal services provider, or provider of professional services of any kind. Nothing in this Agreement, the Platform, or the Scope of Services constitutes the practice of law, patent prosecution, patent agency services, or the provision of any legal or professional advice. The Platform is a tool that enables Customer to generate AI-assisted content; it does not provide, and is not a substitute for, professional legal or patent services.

2.2 No Attorney-Client or Agent-Client Relationship.

No attorney-client relationship, patent agent-client relationship, or other professional relationship of any kind is formed between Patentext, Inc. and Customer or any of Customer's clients or Invited Contributors by virtue of this Agreement, Customer's use of the Platform, or any Invited Contributor's use of the Contributor Portal. Any such professional relationship, if one exists, is solely between Customer and the applicable licensed professional or professional service provider under a separate engagement agreement.

2.3 Relationship Between Patentext, Inc. and Patentext Services LLC.

Patentext Services LLC is a separate legal entity from Patentext, Inc. The two entities may share common ownership or affiliation, but each operates independently and under separate contractual obligations. Patentext, Inc. has no authority to bind Patentext Services LLC to any obligation, and Patentext Services LLC has no authority to bind Patentext, Inc. to any obligation. This Agreement governs Customer's relationship with Patentext, Inc. only. Customer's relationship with Patentext Services LLC, if any, is governed exclusively by the separate engagement agreement between Customer and Patentext Services LLC.

2.4 Third-Party Professional Services Governed by Separate Agreements.

If Customer elects to engage Patentext Services LLC or any other third party for patent prosecution, patent agency, legal, or other professional services, such engagement is governed entirely by separate agreements between Customer and that third party. Patentext, Inc. is not a party to any such separate engagement and assumes no responsibility or liability for the acts, omissions, advice, work product, or professional conduct of any third party, including Patentext Services LLC.

2.5 Customer-Directed Data Transmission; Two-Stage Process.

The Platform includes a technical feature that enables Customer to direct the transmission of Customer Data to designated third-party recipients. All transmissions are initiated and directed solely by Customer. Patentext, Inc.'s role is limited to executing the technical transmission as directed; Patentext, Inc. exercises no professional judgment over, and accepts no responsibility for, the content of the Customer Data transmitted or the use to which any third-party recipient puts that data.

Customer acknowledges that the Platform supports a two-stage transmission process:

(a) Stage 1 — Conflict Check Transmission. Customer may direct the transmission of limited identifying information, which may include Customer's identity, the general subject matter of a potential engagement, and inventor identification, to a designated third-party recipient for the purpose of enabling that recipient to conduct a conflicts of interest evaluation (a "Conflict Check Transmission"). No engagement agreement is required as a precondition to a Conflict Check Transmission. Customer represents and warrants that any information included in a Conflict Check Transmission is accurate and that Customer is authorized to transmit such information to the designated recipient.

(b) Stage 2 — Invention Disclosure Transmission. Once the designated third-party has accepted the Customer engagement request, it notifies the Platform of such acceptance. At such time, the Platform enables the Customer to transmit the Customer Data to the third-party recipient. Patentext, Inc. shall have no obligation to verify the existence or terms of any engagement between Customer and the third-party recipient, and shall have no liability arising from Customer's decision to transmit Customer Data to that recipient.

2.6 No Warranty as to Third-Party Use of Customer Data.

Patentext, Inc. makes no representation or warranty regarding the manner in which any third-party recipient uses the Conflict Check Transmission or the Customer Data received through the Platform's transmission feature. Customer's sole remedy for any dissatisfaction with a third party's receipt or use of Customer Data is against that third party under any applicable agreement between Customer and such third party, or where no such agreement exists, under applicable law.

3. Use of the Platform

3.1 License Grant.

Beginning on the Effective Date and subject to the terms of this Agreement, Patentext grants Customer a worldwide, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform, and to permit Authorized Users to access the Platform, solely for Customer's internal business purposes consistent with the Scope of Services. Access credentials are specific to the Authorized User to whom they are issued and may not be shared. Customer will take reasonable steps to prevent unauthorized use of the Platform. Customer's and its Authorized Users' right to access the Platform terminates upon expiration or termination of this Agreement.

3.2 Customer Responsibility.

Customer is fully responsible and liable for all acts and omissions of all Authorized Users, whether or not authorized by Customer. Customer shall: (a) ensure that each Authorized User complies with this Agreement and all applicable laws; (b) maintain the confidentiality and security of all user IDs, passwords, and access credentials and prevent unauthorized sharing; (c) promptly notify Patentext of any unauthorized access to the Platform or any security breach; and (d) ensure that access to the Platform is promptly revoked upon termination of any Authorized User's employment or engagement. Customer represents and warrants that it has all necessary rights and permissions to submit Customer Inputs to the Platform, including where Customer Inputs contain information belonging to or concerning third parties.

3.3 Use Restrictions.

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, reverse-compile, reverse-assemble, probe, or attack the Patentext Technology or perform any other operation likely to reveal source code, algorithms, operational directives, processing templates, trade secrets, or proprietary information of Patentext; (d) remove or modify any notice of confidentiality, trade secret, trademark, or copyright in or on the Platform; (e) use the Platform to generate, engineer, operate, or transmit harmful code or malware; (f) use the Platform for unlawful purposes; (g) sell, license, or otherwise offer the Platform to any third party; (h) submit any prompt, input, or instruction, or otherwise interact with the Platform, in a manner designed to circumvent, disable, or bypass any safety, security, content, or access control, or to jailbreak, manipulate, or interfere with the operation of any Artificial Intelligence Tools; (i) use any prompt, input, output, or other technique in an attempt to discover, extract, derive, or reconstruct any system prompt, operational directive, processing template, model weight or parameter, or other Patentext Technology, or to cause any Artificial Intelligence Tool to disclose the same; (j) use the Platform, any Customer Output, or any component of the Patentext Technology to develop, train, or improve any product, model, or service that competes with the Platform; or (k) otherwise use the Platform in any manner not expressly permitted by this Agreement.

3.4 Service Levels.

Subject to Customer's payment of all applicable fees, Patentext will provide the Platform in accordance with the SLA, which is incorporated by reference. Patentext may update the SLA in accordance with Section 14.2.

3.5 Acceptable Use.

Customer shall not submit Customer Inputs that: (a) contain classified, export-controlled, or government-restricted information; (b) contain third-party trade secrets, confidential information, or proprietary information that Customer is not authorized to disclose or process; (c) violate the intellectual property rights of any third party; or (d) are designed to circumvent the intended operation of the Platform or any safety or content controls implemented by Patentext; or (e) constitute prompt-injection, jailbreaking, or other adversarial inputs intended to elicit unauthorized behavior from, or to extract the confidential configuration, system prompts, operational directives, or processing templates of, any Artificial Intelligence Tool.

3.6 Contributor Portal.

Customer may use the Contributor Portal to invite individuals to complete tasks in connection with Customer's invention or patent matters. Each Invited Contributor must accept the Contributor Agreement before accessing Customer Data through the Contributor Portal. Invited Contributors are not Authorized Users, do not receive a Subscription, and do not become parties to this Agreement.

Customer is solely responsible for: (a) selecting Invited Contributors and providing accurate email addresses for them; (b) the Customer Data it makes available to each Invited Contributor, including ensuring that Customer has the right to do so and that each Invited Contributor is subject to appropriate confidentiality obligations, whether under the Contributor Agreement or otherwise; (c) promptly revoking an Invited Contributor's access when it is no longer appropriate; (d) providing any notices to, and obtaining any consents from, Invited Contributors required by applicable law or applicable rules of professional conduct, including notices regarding the processing of their personal information; and (e) its decisions and communications regarding inventorship, ownership, assignment, and the filing and content of any patent application.

Contributor Submissions are Customer Data. With respect to personal information of Invited Contributors contained in Customer Data, Patentext processes such information on Customer's behalf, and Customer shall respond to any request by an Invited Contributor to access, correct, or delete such information that Patentext refers to Customer. Customer is an intended third-party beneficiary of the confidentiality and Customer Data provisions of the Contributor Agreement and may enforce them directly against Invited Contributors.

Patentext may suspend or terminate any Invited Contributor's access to the Contributor Portal if Patentext reasonably believes that the Invited Contributor has violated the Contributor Agreement or poses a security risk, and will notify Customer of any such action. Patentext shall have no liability to Customer for any Invited Contributor's use or disclosure of Customer Data that Customer made available to that Invited Contributor; Customer's remedies for such use or disclosure lie against the Invited Contributor, including under the Contributor Agreement or any agreement between Customer and the Invited Contributor. Nothing in Customer's use of the Contributor Portal creates any attorney-client, patent agent-client, or other professional relationship between any Invited Contributor and Patentext, Inc., Patentext Services LLC, or any other provider of Third-Party Professional Services.

4. Fees and Subscriptions

4.1 Pricing.

Customer may select from various pricing options displayed on the Patentext website (the "Website"). The Platform may be provided on a Subscription basis, on a credit basis, or a combination thereof. Patentext reserves the right to modify its pricing with at least thirty (30) days' advance written notice to existing Customers. No price change shall apply to any then-current Subscription Period without Customer's consent.

4.2 Discounts and Promotions.

Patentext may offer the Platform at a discounted rate to customers who meet certain eligibility requirements and may require verification prior to providing such pricing. Patentext may make promotional offers with different features and pricing to any customer; such offers, unless made to Customer, shall not apply to this Agreement.

4.3 Subscription Terms.

The Platform is offered on a Subscription basis. Customer may select a term length as offered by Patentext (e.g., monthly, annually) (the "Subscription Period"). The Subscription shall automatically renew for successive Subscription Periods until Customer cancels it. The date on which the Subscription is activated shall be the start date of each Subscription Period. Customer's payment method shall be charged at the beginning of each Subscription Period. To avoid being charged for the next Subscription Period, Customer must cancel its Subscription before the first day of the next Subscription Period. Cancellation may be processed through the applicable third-party payment processor (e.g., Stripe).

4.4 Payment.

Customer agrees to pay all applicable fees in accordance with the terms presented on the Website at the time of sign-up. All fees are non-refundable except as expressly set forth in Section 4.5 or as required by applicable law. Any applicable sales taxes, levies, value-added taxes, or duties are calculated during checkout based on Customer's location. Fees not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, from the due date until paid.

4.5 Refunds.

Patentext will issue a pro-rata refund to Customer if Patentext terminates this Agreement without cause prior to the end of a prepaid Subscription Period. No other refunds are available except as provided in Section 14.2 or the SLA, or as required by applicable law. Disputes regarding charges must be submitted in writing to Patentext within thirty (30) days of the charge in question; charges not disputed within such period shall be deemed accepted.

5. Data and Proprietary Rights

5.1 Patentext Technology.

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 Platform, including any improvements, modifications, or enhancements.

5.2 Customer Data Ownership.

As between Customer and Patentext, Customer owns all Customer Data. Patentext acknowledges that it neither owns nor acquires any rights in or to Customer Data except as expressly granted by this Agreement.

5.3 License to Customer Data.

Customer hereby grants Patentext a non-exclusive, limited right and license to use Customer Data solely for the purpose of: (i) providing the Scope of Services; (ii) generating Metric Data; (iii) exercising Patentext's rights under this Agreement; and (iv) performing Patentext's obligations under this Agreement. Patentext will not access or use Customer Data for any other purpose, including without limitation for training, fine-tuning, or improving any Patentext AI model or any other machine learning system operated by or on behalf of Patentext, without Customer's prior written consent.

5.4 Customer Outputs.

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 the Customer Outputs. This assignment does not apply to any data or content: (a) created before or independent of receipt of the Customer Inputs that generated the Customer Outputs in question; or (b) constituting Patentext Technology embedded in or incorporated into Customer Outputs. Customer acknowledges that Customer Outputs are AI-generated content and that Patentext makes no representation regarding the originality, accuracy, completeness, patentability, or fitness for any purpose of Customer Outputs. Customer is solely responsible for independent evaluation of Customer Outputs before any use, including any use in connection with Third-Party Professional Services.

5.5 Metric Data.

Patentext retains ownership of all right, title, and interest in and to Metric Data. Patentext may use Metric Data to operate, improve, analyze, and support the Platform, for benchmarking and reporting, and for any other lawful business purpose, provided that Metric Data does not identify or render identifiable any Customer Data or any Customer.

5.6 No Retention by Third-Party AI Providers.

Patentext uses Generative AI Tools provided by third parties to generate Customer Outputs from Customer Inputs. Patentext uses commercially reasonable efforts to ensure that its agreements with the third-party providers of such Generative AI Tools: (i) mandate zero retention of Customer Data by those providers; and (ii) prohibit those providers from using Customer Data to train, fine-tune, or otherwise modify their models.

5.7 No Further Rights.

Nothing in this Agreement is intended to grant 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.

5.8 Feedback.

Customer and its Authorized Users may, but are not obligated to, provide suggestions, comments, ideas, or other feedback regarding the Platform ("Feedback"). Feedback does not include Customer Data, and any Customer Data contained in Feedback remains subject to Sections 5.3 and 8. Customer hereby grants Patentext a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, and otherwise exploit all Feedback for any purpose, without restriction, attribution, or obligation of any kind. All Feedback is provided "as is," and Patentext is under no obligation to use any Feedback.

6. Security

Patentext shall implement and maintain appropriate technical and organizational security measures designed to protect the confidentiality, integrity, and availability of Customer Data against unauthorized access, disclosure, alteration, or destruction, commensurate with the risk and nature of the data processed. In the event of a confirmed security breach affecting Customer Data, Patentext shall notify Customer without undue delay and in any event within seventy-two (72) hours of becoming aware of the breach, and shall cooperate with Customer in investigating and remediating the breach. Where such a breach affects personal information of Invited Contributors, Customer shall be responsible for providing any notice to Invited Contributors required by applicable law, and Patentext shall provide reasonable cooperation, provided that Patentext may provide such notice directly where required by law or where Customer fails to do so.

7. Term and Termination

7.1 Term.

This Agreement commences on the Effective Date and continues until terminated as set forth herein.

7.2 Termination for Convenience.

Customer may terminate this Agreement at any time by cancelling its Subscription in accordance with Section 4.3. Patentext may terminate this Agreement for convenience upon thirty (30) days' prior written notice to Customer.

7.3 Termination for Cause.

Either party may terminate this Agreement immediately upon written notice if: (a) the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach in reasonable detail; or (b) the other party becomes insolvent, makes a general assignment for the benefit of creditors, or becomes the subject of a voluntary or involuntary bankruptcy or similar proceeding that is not dismissed within sixty (60) days of filing. Patentext may additionally suspend or terminate Customer's access to the Platform immediately upon written notice if Customer: (i) fails to pay any fees when due and does not cure such failure within ten (10) days of written notice; (ii) violates Section 3.3 (Use Restrictions) or Section 3.5 (Acceptable Use); or (iii) engages in conduct that poses a security risk to the Platform or other customers.

7.4 Effect of Termination.

Upon expiration or termination of this Agreement: (a) Customer shall immediately cease accessing the Platform; (b) all licenses granted to Customer hereunder shall terminate; (c) each party shall promptly return or destroy the other party's Confidential Information in its possession, except as required by law; (d) Patentext shall promptly delete or return all Customer Data in its possession within thirty (30) days of termination, at Customer's election; and (e) all access by Invited Contributors to Customer Data through the Contributor Portal shall terminate. Customer's obligation to pay all fees accrued prior to termination survives termination.

7.5 Survival.

All provisions of this Agreement that by their nature should survive expiration or termination shall survive, including without limitation: Section 1 (Definitions), Section 2 (Nature of Services), Section 5 (Data and Proprietary Rights), Section 8 (Confidentiality), Section 10 (Indemnification), Section 11 (Exclusion of Liabilities), Section 13 (Dispute Resolution), and Section 14 (General).

8. Confidentiality

8.1 Obligations.

The Receiving Party shall: (i) maintain the confidentiality of the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care; (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 its employees, professional advisers, or actual or prospective investors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those in this Section 8, provided that Patentext shall not disclose Customer Data to any actual or prospective investor; and (iv) be responsible for all actions and omissions of such persons with respect to Confidential Information as if they were the Receiving Party's own.

8.2 Compelled Disclosure.

If the Receiving Party is required by applicable law or court order to disclose Confidential Information, it shall, to the extent permitted by law, provide prompt prior written notice to the Disclosing Party and cooperate with the Disclosing Party in seeking a protective order or other appropriate relief before making any such disclosure.

8.3 Equitable Relief.

The Receiving Party acknowledges that unauthorized disclosure of Confidential Information could cause irreparable harm to the Disclosing Party for which monetary damages alone may not be a sufficient remedy, and that the Disclosing Party shall therefore be entitled to seek appropriate equitable relief in addition to any other remedies available at law or equity.

9. Representations and Warranties

9.1 Mutual Representations.

Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) this Agreement has been duly authorized and constitutes a legal, valid, and binding obligation of that party; and (c) its execution and performance of this Agreement does not violate any applicable law, regulation, or agreement to which it is a party.

9.2 Customer Warranties.

Customer represents and warrants that: (a) Customer has all necessary rights, licenses, and consents to submit Customer Inputs to the Platform; (b) Customer Inputs do not, to Customer's knowledge, infringe the intellectual property rights, privacy rights, or other rights of any third party; (c) where Customer submits data belonging to or concerning its own clients or customers, Customer has obtained all necessary authorizations for such submission and processing; and (d) Customer's use of the Platform will comply with all applicable laws and regulations.

10. Indemnification

11. Exclusion of Liabilities

11.1 Disclaimer of Warranties.

Customer acknowledges that it is entering this Agreement at its own risk. Accordingly, Customer agrees to assume all risks from use of the Platform and acknowledges that the Platform is provided "as is" and "with all defects," except for the limited warranties expressly set forth in Section 9.1. To the maximum extent permitted by applicable law, Patentext disclaims any and all representations and warranties not expressly set forth in this Agreement, express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, data accuracy, title, non-infringement, non-interference, and quiet enjoyment. Patentext does not warrant that the Platform will meet Customer's requirements or that access to the Platform will be uninterrupted or error-free.

11.2 Disclaimer Regarding Platform Output.

The Platform uses Artificial Intelligence Tools to generate Customer Outputs from Customer Inputs. Customer Outputs are AI-generated content that is at least in part probability-based and may contain errors, omissions, or inaccuracies. Customer Outputs do not constitute legal advice, patent prosecution services, or professional advice of any kind. Patentext expressly disclaims all liability in respect of any use by Customer or any Authorized User of Customer Outputs, including any decision, action, or inaction taken in reliance on a Customer Output. Customer is solely responsible for independently evaluating any Customer Output before use, and for engaging qualified licensed professionals as needed to review any Customer Output intended for use in any legal, regulatory, or professional context. Customer is solely responsible for determining whether it is required to disclose its use of AI-assisted tools to its own clients or to any regulatory body, and for making any such disclosure.

11.3 Exclusion of Consequential Damages.

In no event shall Patentext be liable for any lost profits, loss of data, loss of business opportunity, or any indirect, special, incidental, consequential, or punitive damages arising out of or in connection with the Platform or this Agreement, regardless of the cause of action or the theory of liability, even if Patentext has been advised of the possibility of such damages.

11.4 Aggregate Liability Cap.

Patentext's total cumulative liability arising from or relating to this Agreement shall not exceed the greater of: (a) the total fees paid by Customer to Patentext in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) one thousand U.S. dollars ($1,000). The parties acknowledge that the liability cap and damage exclusions in this Section 11 reflect a reasonable allocation of risk and are an essential basis of the bargain between the parties.

11.5 Essential Basis.

The parties acknowledge that the limitations of liability in this Section 11 reflect a reasonable allocation of risk between sophisticated commercial parties, that Patentext would not have entered into this Agreement or offered the Platform at the pricing provided without such limitations, and that such limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.

12. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) to the extent such delay or failure is caused by circumstances beyond that party's reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, labor disputes, governmental actions, internet or power outages, or failures of third-party infrastructure providers. The affected party shall: (a) promptly notify the other party of the force majeure event and its expected duration; (b) use commercially reasonable efforts to resume performance as soon as practicable; and (c) keep the other party reasonably informed of progress toward resumption. If a force majeure event prevents performance for more than sixty (60) consecutive days, either party may terminate this Agreement upon written notice.

13. Dispute Resolution; Arbitration

13.1 Informal Resolution.

Before initiating formal dispute resolution, the parties agree to attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement or the Platform (a "Dispute") through good-faith negotiation. The party asserting the Dispute shall provide written notice to the other party describing the Dispute in reasonable detail. The parties shall have thirty (30) days from such notice to attempt to resolve the Dispute informally before either party may initiate arbitration.

13.2 Binding Arbitration.

If the parties cannot resolve a Dispute through informal negotiation, the Dispute shall be finally resolved by binding arbitration administered by JAMS pursuant to the JAMS Comprehensive Arbitration Rules and Procedures in effect at the time of the arbitration, except as modified by this Section 13. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties or, if the parties cannot agree, appointed by JAMS. The arbitration shall be conducted in Denver, Colorado, unless the parties agree otherwise. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear its own attorneys' fees and costs in connection with any arbitration, and the parties shall share equally the costs of the arbitration, including arbitrator fees, except that the arbitrator may award costs and fees to the prevailing party if the arbitrator determines that a claim or defense was frivolous or brought in bad faith.

13.3 Class Action Waiver.

Each party waives any right to assert any claims against the other party as a plaintiff or class member in any class action, collective action, or representative proceeding. The arbitrator may not consolidate more than one party's claims and may not preside over any form of a representative or class proceeding.

13.4 Exceptions.

Notwithstanding Section 13.2, either party may seek emergency injunctive or other equitable relief from any court of competent jurisdiction to prevent irreparable harm pending the conclusion of arbitration, without waiving the right to arbitrate the underlying Dispute.

13.5 Governing Law; FAA.

This Agreement and any arbitration conducted hereunder shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., to the maximum extent permitted by law. To the extent the FAA does not apply, or with respect to any matter not covered by the arbitration provisions of this Section 13, this Agreement shall be governed by the laws of the State of Colorado, without giving effect to principles of conflict of laws.

14. General

14.1 Notices.

All notices, requests, and other communications under this Agreement shall be in writing and delivered: (a) by hand delivery; (b) by nationally recognized overnight courier; (c) by certified mail, return receipt requested; or (d) by email with confirmation of receipt to the addresses set forth below or such other address as a party may designate by written notice. Notices shall be deemed given upon hand delivery, one (1) business day after deposit with a courier, three (3) business days after mailing, or upon confirmed email receipt, whichever is applicable.

If to Patentext:

Patentext, Inc.

2800 Kalmia Avenue APT A312

Boulder, Colorado 80301

Attn: Legal Department

Email: support@patentext.com

If to Customer:

At the address or email address provided by Customer during registration, as updated from time to time.

14.2 Entire Agreement; Amendment.

This Agreement, including all Additional Terms, the SLA, and other documents incorporated by reference herein, constitutes the entire agreement between the parties with respect to the Platform and supersedes all prior and contemporaneous agreements, understandings, and representations regarding the same subject matter. This Agreement may not be amended or modified except by a writing duly executed by authorized representatives of both parties, except that Patentext may update the SLA and Additional Terms by notice to Customer, and any such update takes effect upon notice unless the notice states a later date. If an update to the SLA or Additional Terms is materially adverse to Customer, Customer may terminate this Agreement by written notice to Patentext within thirty (30) days after notice of the update, and Patentext will refund to Customer, on a pro-rata basis, any prepaid fees for the remainder of the then-current Subscription Period. The Contributor Agreement governs the relationship between Patentext and each Invited Contributor, does not amend this Agreement, and does not grant Customer any rights except as expressly stated in it.

14.3 Assignment.

Customer may not assign or transfer this Agreement, or any of its rights or obligations hereunder, without Patentext's prior written consent. Any attempted assignment without consent shall be null and void. Patentext may freely assign this Agreement, including in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the successor entity assumes all of Patentext's obligations under this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties' respective permitted successors and assigns.

14.4 Relationship of Parties.

The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be construed to create a joint venture, partnership, employment relationship, agency, or franchise between the parties. Neither party has the authority to bind the other or to incur any obligation on the other's behalf.

14.5 Severability.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be deemed amended to the minimum extent necessary to make it valid and enforceable.

14.6 Waiver.

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Any waiver must be in writing and signed by an authorized representative of the waiving party and shall not be construed as a waiver of any subsequent breach or right.

14.7 Electronic Execution.

This Agreement may be executed electronically. Electronic signatures and acceptance mechanisms (including clicking "I Accept" or similar) shall be deemed valid and binding to the same extent as original handwritten signatures under applicable law, including the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA).