Terms & Conditions

— Binding Agreement: These Terms constitute a legally binding and enforceable agreement between You and Invention Co. This agreement governs Your rights and obligations regarding the use of the Services.

— Acceptance: Your access to, registration for, or use of any component of the Services constitutes Your unqualified acceptance of these Terms and all incorporated policies. Should You disagree with any part of these Terms, Your sole recourse is to cease all access and use of the Services.

— Eligibility: To use the Services, You must be at least 18 years of age and possess the legal capacity to enter into a binding contract in Your jurisdiction. If You are using the Services on behalf of an organization, company, or other legal entity, You represent and warrant that You have the full legal authority to bind such entity to these Terms. If You do not meet these eligibility requirements, You must not access or use the Services.

— Changes to Terms: Invention Co reserves the right, in its sole discretion, to modify, amend, or replace these Terms at any time.

For the purposes of these Terms, the following capitalized terms shall have the meanings ascribed to them below:

— Account: Means the User-specific account created to access and use certain features of the Services.

— AI Models: Refers to the artificial intelligence algorithms, machine learning models, neural networks, and related proprietary technologies developed or licensed by Invention Co and utilized in the provision of the Services.

— Applicable Law: Means all applicable local, state, national, and international laws, statutes, ordinances, rules, and regulations relevant to the User's use of the Services and the subject matter of these Terms.

— Confidential Information: Means any non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Invention Co's Confidential Information includes, without limitation, the non-public aspects of the Services, AI Models, and pricing. User's Confidential Information includes, without limitation, non-public Input.

— Content: Refers collectively to Input and Output.

— Input: Means any data, text, documents, legal queries, information, or other materials provided, uploaded, submitted, or otherwise made available by the User to or through the Services. The precision of this definition is critical because the nature and quality of User Input directly influence the AI-generated Output.

— Intellectual Property Rights: Means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

— Invention Co Platform: Means the specific software, hardware, and infrastructure owned, licensed, or operated by Invention Co that delivers the Services to Users.

— Output: Means any information, analyses, summaries, drafts, suggestions, predictions, or other content generated, provided, or made available by the Services to the User, based on User Input or other data processed by the AI Models.

— Services: Means the AI-powered assistance tools and related services provided by Invention Co.

— Subscription: Means the User's chosen plan for accessing and using the Services, which may vary in terms of features, usage limits, duration, and fees, as detailed on Invention Co's pricing page or in a separate Order Form.

— User: Means any individual, company, or other legal entity that accesses or uses the Services, including any personnel or authorized agents thereof.

— Service Overview: Invention Co offers a range of AI-powered assistance tools designed to augment the capabilities of individuals, legal professionals, and businesses.

— No Legal Advice Disclaimer: IT IS CRITICAL TO UNDERSTAND THAT THE SERVICES, INCLUDING ANY AND ALL OUTPUT GENERATED OR PROVIDED, ARE FOR INFORMATIONAL AND ASSISTANCE PURPOSES ONLY AND DO NOT, UNDER ANY CIRCUMSTANCES, CONSTITUTE LEGAL ADVICE, LEGAL OPINION, OR THE PRACTICE OF LAW. Invention Co is a technology company and service provider; it is not a law firm, and its personnel are not acting as Your attorneys. No attorney-client relationship, or any other fiduciary or professional relationship, is formed between You and Invention Co (or any of its employees, agents, or representatives) through Your use of the Services. The Services are not a substitute for consultation with a qualified legal professional licensed in the appropriate jurisdiction.

— User Responsibility for Professional Review: All Output generated by the Services must be carefully and independently reviewed, verified, and validated by You, or by a qualified legal professional retained by You, for accuracy, completeness, suitability, and compliance with Applicable Law before any reliance is placed upon it or any action is taken based on it. You are solely responsible for all decisions made, advice given, actions taken, and failures to act based on Your use of the Services and any Output. AI-generated content can be a valuable tool, but human oversight and professional judgment are indispensable, particularly in the legal context. Invention Co's marketing may describe its services as simplifying legal complexities or providing precise assistance. However, these descriptions of capability must be understood within the strict legal boundaries established by these Terms. Invention Co is a technology provider, not a legal advisor.

— Account Creation: To access and use most features of the Services, You may be required to register for an Account. When creating an Account, You agree to provide information that is accurate, current, and complete, and to maintain and promptly update this information to keep it accurate, current, and complete. Failure to do so may result in suspension or termination of Your Account.

— Account Security: You are solely responsible for maintaining the confidentiality of Your Account login credentials (such as username and password) and for restricting access to Your Account. You accept full responsibility for all activities that occur under Your Account, whether or not authorized by You. You agree to notify Invention Co immediately of any unauthorized use of Your Account or any other breach of security. Invention Co will not be liable for any loss or damage arising from Your failure to comply with these security obligations.

— Organizational Accounts: If You create an Account using an email address provided by an organization with which You are affiliated (e.g., Your employer), that Account may be deemed an organizational account. In such cases, the organization may have certain administrative rights over the Account, including the ability to access, modify, or disable Your access to the Account. Invention Co will endeavor to provide notice if Your Account is being managed or transferred under an organization's control.

— Compliance with Laws: You agree to use the Services only for lawful purposes and in strict compliance with all Applicable Laws, including but not limited to laws regarding data privacy, intellectual property, and export control, as well as these Terms and any other policies or guidelines provided by Invention Co.

— Accuracy of Input: You are solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and right to use all Input You provide to the Services. Invention Co does not vet or verify User Input for accuracy or legal sufficiency. The quality and nature of the Output generated by the AI Models are heavily dependent on the Input provided by the User. Inaccurate, incomplete, or biased Input may lead to correspondingly flawed or unreliable Output. Invention Co cannot control or be held responsible for the quality of User Input.

— No Sensitive Personal Information: You agree not to submit, upload, or transmit any Input that includes highly sensitive personal information (e.g., government-issued identification numbers, financial account numbers, health information subject to specific regulations like HIPAA, or other categories of data requiring heightened protection under Applicable Law), unless the Invention Co Platform explicitly states that it provides the necessary security safeguards and compliance certifications for such data. Users are advised against entering any sensitive information they would not want potentially reviewed or used, even for service improvement, unless specific assurances are provided.

— Grant of License: Subject to Your full and ongoing compliance with these Terms, including timely payment of all applicable fees, Invention Co grants You a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services, including the Invention Co Platform and any associated software or AI Models, solely for Your internal business purposes or personal use (as applicable to Your Subscription tier) during the term of Your Subscription. This license is for the use of the Services as a software-as-a-service offering and does not grant You ownership of the software or any underlying technology.

— Scope of Use: The license granted herein is subject to any limitations specified in Your chosen Subscription plan, which may include restrictions on the number of authorized users, the volume of data processed, the number of documents reviewed, or access to specific features. Invention Co offers various subscription tiers with different capabilities and usage allowances. The license defines the legal boundaries of what You are entitled to use under Your paid plan. This framework allows Invention Co to manage service consumption, implement its tiered pricing structure effectively, prevent system abuse, and provides a contractual basis for enforcing usage limitations if they are exceeded. You agree not to exceed or circumvent such limitations.

Your use of the Services is subject to this Acceptable Use Policy. You agree not to, and not to permit any third party to, use the Services in any manner that is unlawful, harmful, or otherwise objectionable. Prohibited uses include, but are not limited to, the following:

— Illegal Activities: Using the Services for any illegal, fraudulent, or unauthorized purpose, or in violation of any Applicable Law or regulation.

— Harmful Content: Uploading, transmitting, or generating any Input or Output that is unlawful, defamatory, abusive, harassing, threatening, obscene, hateful, discriminatory, infringing, or otherwise objectionable in Invention Co's reasonable judgment.

— Infringement: Violating or infringing upon the Intellectual Property Rights, privacy rights, publicity rights, or any other proprietary rights of Invention Co or any third party.

— Security Violations: Attempting to gain unauthorized access to, interfere with, disrupt, or compromise the security, integrity, or performance of the Services, the Invention Co Platform, Invention Co's systems, or the data of other Users. This includes, but is not limited to, introducing viruses, malware, worms, Trojan horses, or other harmful code; launching denial-of-service attacks; or attempting to probe, scan, or test the vulnerability of any system or network.

— Reverse Engineering: Except to the extent expressly permitted by Applicable Law, reverse engineering, decompiling, disassembling, deciphering, or otherwise attempting to derive or discover the source code, underlying ideas, algorithms, or AI Models of the Services or any part thereof.

— Developing Competing Services: Using the Services, any Output, or any Invention Co Intellectual Property Rights to develop, train, benchmark, or improve (directly or indirectly) any AI model, software, product, or service that competes with Invention Co's Services or that is substantially similar in function or purpose.

— Unauthorized Access/Resale: Reselling, sublicensing, leasing, renting, or otherwise providing access to the Services to any third party, or using the Services for service bureau purposes, unless expressly authorized by Invention Co in writing.

— Misrepresenting Identity: Impersonating any person or entity, or falsely stating or otherwise misrepresenting Your affiliation with a person or entity.

— Generating Harmful or Biased Output: Knowingly using the Services to generate Output that is intentionally misleading, deceptive, false, discriminatory, promotes hate speech, incites violence, or is intended to cause harm. Users should be aware of and strive to mitigate systemic, computational, and human biases in AI systems.

— Overloading Systems: Imposing an unreasonable or disproportionately large load on Invention Co's infrastructure, or otherwise interfering with the proper working of the Services.

— Circumventing Restrictions: Using any automated means (e.g., bots, scrapers) to access the Services in a manner that circumvents technological measures or usage limitations, or to extract data from the Services in bulk, except as expressly permitted by Invention Co.

— Subscription Plans: Invention Co offers various Subscription plans for its Services, each with specific features, usage limits, and associated fees. Details of current Subscription plans and their pricing are available on Invention Co's website or through a designated pricing schedule (“Pricing Page”), which is incorporated by reference into these Terms.

— Fees: You agree to pay all fees applicable to Your chosen Subscription plan (“Fees”) in accordance with the pricing and payment terms presented to You at the time of purchase or renewal. Unless otherwise expressly stated, all Fees are non-cancellable and non-refundable, except as may be required by Applicable Law or as specifically set forth in these Terms.

— Payment and Billing Cycle: You must provide Invention Co with valid and current payment information (e.g., credit card, bank account, wire). By providing such information, You authorize Invention Co to charge the applicable Fees on a recurring basis according to Your Subscription's billing cycle (e.g., monthly, annually). Invoices for undisputed Fees are typically due and payable within thirty (30) days of the invoice date, unless otherwise specified.

— Taxes: All Fees are exclusive of any applicable taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder, excluding only taxes based on Invention Co's net income. If Invention Co has a legal obligation to pay or collect Taxes for which You are responsible, Invention Co will invoice You and You will pay that amount unless You provide Invention Co with a valid tax exemption certificate authorized by the appropriate taxing authority.

— Subscription Renewals: Unless You cancel Your Subscription in accordance with the cancellation procedures, Your Subscription will automatically renew for successive periods equal in duration to the initial Subscription term (e.g., monthly or annually) at Invention Co's then-current rates for such Subscription plan. Invention Co will endeavor to provide You with reasonable notice of upcoming renewals.

A. Invention Co's Intellectual Property:

— Ownership: You acknowledge and agree that Invention Co and its licensors own all right, title, and interest, including all related Intellectual Property Rights, in and to the Services. This includes, but is not limited to, the Invention Co Platform, the AI Models, software (source code and object code), algorithms, designs, user interface, documentation, data compilations (excluding Your Input), trademarks, service marks, trade names, logos, and the "look and feel" of the Services, and any and all modifications, enhancements, derivative works, and updates thereto.

— No Transfer: These Terms do not convey to You any rights of ownership in or related to the Services or any Intellectual Property Rights owned by Invention Co or its licensors, except for the limited license granted in Section V.

— Restrictions: You shall not, and shall not permit any third party to: (i) copy, modify, adapt, translate, or create derivative works based on the Services or any part thereof; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or any features or functionality thereof, to any third party for any reason; (iii) reverse engineer, decompile, disassemble, or otherwise attempt to discover or derive the source code, underlying ideas, algorithms, or AI Models of the Services, except as may be expressly permitted by Applicable Law; or (iv) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services.

B. User Content (Input):

— Ownership: As between You and Invention Co, You retain all right, title, and interest, including all Intellectual Property Rights, in and to Your Input.

— License to Invention Co: You grant Invention Co and its affiliates a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable (through multiple tiers), and transferable license to access, use, host, store, reproduce, modify, adapt, create derivative works of (such as those resulting from translations, adaptations, or other changes Invention Co makes so that Your Input works better with the Services), communicate, publish, publicly perform, publicly display, and distribute Your Input solely for the limited purposes of:

• Providing, operating, maintaining, supporting, and improving the Services for You and other users

• Developing new features, functionalities, and services

• Preventing or addressing service, security, support, or technical issues

• As required by law or as compelled by legal process

• As otherwise expressly permitted by You in writing or as set forth in these Terms and Invention Co's Privacy Policy

C. AI-Generated Content (Output):

— Ownership and Use: Subject to Your full compliance with these Terms and Invention Co's overriding ownership of the underlying AI Models and Services, Invention Co may grant You rights to the Output specifically generated for You through Your use of the Services based on Your unique Input. You may use such Output for Your lawful internal business or personal purposes, at Your own risk and discretion. However, You acknowledge that due to the nature of machine learning and AI, the Output generated by the Services may not be unique across all users. The Services may produce the same or similar Output for Invention Co or other users who provide similar Input or queries. You are solely responsible for Your use of any Output, including ensuring that such use does not infringe upon any third-party Intellectual Property Rights, violate any Applicable Law, or contain any defamatory, offensive, or illegal material.

D. Feedback:

— Feedback License: If You choose to provide Invention Co with any suggestions, comments, ideas, improvements, recommendations, or other feedback regarding the Services or any aspect of Invention Co's business ("Feedback"), You hereby grant Invention Co an unrestricted, perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license to use, reproduce, disclose, sublicense (through multiple tiers), distribute, modify, and otherwise exploit such Feedback for any purpose whatsoever, including to improve the Services and create other products and services, without any obligation, restriction, or compensation to You. You acknowledge that any Feedback You provide is voluntary and Invention Co is under no obligation to use it.

A. Data Ownership and Processing:

— User Data: As stated in Section VIII.B, You retain ownership of Your Input. Invention Co will access, process, and use Your data, which includes Your Input and data generated from Your use of the Services (e.g., usage logs, metadata), in accordance with these Terms and, most importantly, Invention Co's Privacy Policy.

— Privacy Policy: Invention Co's Privacy Policy provides detailed information about Our practices regarding the collection, use, storage, disclosure, and protection of personal data and other User information. You are encouraged to review the Privacy Policy carefully.

B. Confidentiality:

You may be given access to Confidential Information of us, our affiliates and other third parties. You may use Confidential Information only as needed to use the Services as permitted under these Terms. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. Confidential Information means nonpublic information that us or our affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of yours; (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to us and use reasonable efforts to limit the scope of disclosure, including assisting Invention Co with challenging the disclosure requirement, in each case where possible.

C. Security:

— You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact us and provide details of the vulnerability or breach.

— Processing of Personal Data: If you use the Services to process personal data, you must provide legally adequate privacy notices and obtain necessary consents for the processing of such data, and you represent to us that you are processing such data in accordance with applicable law. You agree and consent to the processing of your data in accordance with our Privacy Policy.

D. Data Sharing:

Invention Co may share Your data with third parties in accordance with the terms of the Privacy Policy. You acknowledge that Your data may be transferred, processed, and stored outside of Your jurisdiction and that Invention Co may use third-party service providers to assist in these activities.

The Services may integrate with, contain links to, or otherwise allow You to access or use third-party websites, services, software, data, or other content ("Third-Party Services") that are not owned or controlled by Invention Co. For example, the Services might rely on foundational AI models or other technologies provided by external entities.

Invention Co does not endorse, and is not responsible or liable for, the availability, accuracy, functionality, security, or content of such Third-Party Services, nor for any products or services offered through them. Your access to and use of any Third-Party Services is at Your own risk and is subject to the terms and conditions and privacy policies applicable to such Third-Party Services. Invention Co shall not be liable for any damage or loss caused or alleged to be caused by or in connection with Your use of or reliance on any Third-Party Services.

A. General Disclaimers ("AS IS" and "AS AVAILABLE"):

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, INCLUDING THE Invention Co PLATFORM, AI MODELS, AND ALL OUTPUT, ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. Invention Co AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. Invention Co DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

B. Disclaimers Specific to AI-Generated Content and Legal Services:

— No Guarantee of Accuracy or Completeness: Invention Co makes no representations, warranties, or guarantees whatsoever regarding the accuracy, completeness, timeliness, suitability, reliability, or usefulness of any Output generated by the Services. Artificial intelligence and machine learning are rapidly evolving fields, and the Output provided may contain errors, omissions, inaccuracies, or outdated information. The technology is experimental, and You should use discretion before relying on, publishing, or using content generated by the Service. You should not rely on Output from the Services as a sole source of truth or factual information.

— Not a Substitute for Professional Judgment: THE OUTPUT IS NOT INTENDED TO BE, AND SHOULD NOT BE CONSTRUED AS, A SUBSTITUTE FOR THE KNOWLEDGE, EXPERTISE, SKILL, AND JUDGMENT OF A QUALIFIED LEGAL PROFESSIONAL. You, or Your retained legal counsel, are solely responsible for reviewing, verifying, validating, and approving all Output before any use, reliance, or dissemination. Human review is critical.

— No Attorney-Client Relationship: As stated previously and reiterated here for emphasis, Your use of the Services does not create an attorney-client relationship, nor any other fiduciary or professional relationship, between You and Invention Co. Invention Co is a technology provider, not a law firm, and does not offer legal advice or legal representation.

— Experimental Nature: You acknowledge and agree that the AI technologies underpinning the Services are experimental and constantly evolving. As such, they may produce unexpected, unintended, or even incorrect results.

— No Endorsement of Output: Any Output generated by the Services reflects the probabilistic calculations of the AI Models based on the data they were trained on and the Input provided. Such Output does not represent the views, opinions, or endorsements of Invention Co or its personnel.

— Exclusion of Certain Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Invention Co, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO: (I) YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; (III) ANY CONTENT (INCLUDING OUTPUT) OBTAINED FROM THE SERVICES; OR (IV) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT (INCLUDING INPUT AND OUTPUT), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Invention Co HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

— Cap on Direct Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF Invention Co AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS FOR ALL CLAIMS (WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE) ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 6 MONTHS BEFORE THE DATE THE FIRST CLAIM AROSE; OR (B) ONE HUNDRED U.S. DOLLARS ($100.00). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

— Basis of the Bargain: You acknowledge and agree that Invention Co has offered the Services, set its prices, and entered into these Terms in reliance upon the warranty disclaimers and the limitations of liability set forth herein, that the warranty disclaimers and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between You and Invention Co, and that the warranty disclaimers and the limitations of liability set forth herein form an essential basis of the bargain between You and Invention Co. Without these limitations, providing AI-powered services, particularly in a high-stakes field such as law, would present commercially prohibitive risks due to the potential for unlimited liability exposure. If Invention Co were exposed to uncapped liability, the financial risk would be too great to offer the Services at a reasonable price, or potentially at all. Therefore, this Limitation of Liability clause, especially the monetary cap on direct damages, is indispensable for Invention Co's operational viability and its ability to innovate and provide these Services.

— User Indemnification of Invention Co: You agree to defend, indemnify, and hold harmless Invention Co, its affiliates, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any and all claims, actions, suits, proceedings, demands, damages, obligations, losses, liabilities, costs, debt, and expenses (including but not limited to reasonable attorneys' fees and legal costs) arising out of or relating to:

• Your access to or use of the Services, including any Input You provide and any Output You generate or use;

• Your breach or violation of any term of these Terms, including any representation or warranty;

• Your violation of any Applicable Law or any right of a third party, including without limitation any Intellectual Property Right, privacy right, or right of publicity;

• Any claim that Your Input, or Your use of Output (even if generated by the Services), caused damage or harm to a third party;

• Your gross negligence, willful misconduct, or fraudulent activity.

— Term: This Agreement commences on the date You first accept these Terms (or, if earlier, the date You first access or use the Services) and will continue in effect for the duration of Your active Subscription, or until terminated earlier as provided herein.

— Termination by User: You may terminate Your Account and cancel Your Subscription at any time in accordance with the cancellation procedures set forth by Invention Co (e.g., through Your Account settings or by providing written notice to Invention Co). Termination will be effective at the end of Your then-current Subscription term, provided that You have fulfilled any notice period requirements. No refunds will be provided for any prepaid fees for the unused portion of the Subscription term, except as may be expressly stated otherwise or required by Applicable Law.

— Termination or Suspension by Invention Co: Invention Co reserves the right, in its sole discretion, to suspend or terminate Your access to and use of the Services, or any part thereof, with or without notice, for any of the following reasons:

• Your material breach of any provision of these Terms, including, but not limited to, failure to pay applicable Fees when due;

• Your engagement in any illegal, fraudulent, or abusive activity, or any activity that infringes upon the rights of Invention Co or any third party;

• If required to do so by Applicable Law, by order of a court, or by a regulatory or governmental authority;

• If Your use of the Services poses a security risk to the Services, Invention Co's systems, or other Users, or may otherwise harm Invention Co, its reputation, other Users, or any third party;

• In the event of discontinuation of the Services, in whole or in part (Invention Co will endeavor to provide reasonable notice if practicable);

• For extended periods of inactivity on a free or trial tier of service.

— Effect of Termination: Upon termination or expiration of these Terms for any reason: (a) Your right to access and use the Services will immediately cease; (b) You must promptly pay any outstanding unpaid Fees owed to Invention Co; (c) each party will, upon request, return or destroy (and certify such destruction) all Confidential Information of the other party in its possession or control, subject to standard archival and backup retention policies and any legal obligations to retain data.

Invention Co reserves the right, at its sole discretion, to modify, amend, or replace these Terms, or any part thereof, at any time. Your continued access to or use of the Services after the effective date of any such modifications will constitute Your acceptance of, and agreement to be bound by, the modified Terms.

— Governing Law: These Terms, and any dispute, claim, or controversy arising out of or relating to these Terms, Your use of the Services, or the subject matter hereof (each, a "Dispute"), will be governed by and construed in accordance with the laws of the State of California, United States of America, excluding California's conflicts of law rules or principles. Except as provided in this section, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of Santa Clara County, California, USA.

— Term: This Agreement commences on the date You first accept these Terms (or, if earlier, the date You first access or use the Services) and will continue in effect for the duration of Your active Subscription, or until terminated earlier as provided herein.

— Termination by User: You may terminate Your Account and cancel Your Subscription at any time in accordance with the cancellation procedures set forth by Invention Co (e.g., through Your Account settings or by providing written notice to Invention Co). Termination will be effective at the end of Your then-current Subscription term, provided that You have fulfilled any notice period requirements. No refunds will be provided for any prepaid fees for the unused portion of the Subscription term, except as may be expressly stated otherwise or required by Applicable Law.

— Termination or Suspension by Invention Co: Invention Co reserves the right, in its sole discretion, to suspend or terminate Your access to and use of the Services, or any part thereof, with or without notice, for any of the following reasons:

• Your material breach of any provision of these Terms, including, but not limited to, failure to pay applicable Fees when due;

• Your engagement in any illegal, fraudulent, or abusive activity, or any activity that infringes upon the rights of Invention Co or any third party;

• If required to do so by Applicable Law, by order of a court, or by a regulatory or governmental authority;

• If Your use of the Services poses a security risk to the Services, Invention Co's systems, or other Users, or may otherwise harm Invention Co, its reputation, other Users, or any third party;

• In the event of discontinuation of the Services, in whole or in part (Invention Co will endeavor to provide reasonable notice if practicable);

• For extended periods of inactivity on a free or trial tier of service.

— Effect of Termination: Upon termination or expiration of these Terms for any reason: (a) Your right to access and use the Services will immediately cease; (b) You must promptly pay any outstanding unpaid Fees owed to Invention Co; (c) each party will, upon request, return or destroy (and certify such destruction) all Confidential Information of the other party in its possession or control, subject to standard archival and backup retention policies and any legal obligations to retain data.

— Contact Information: If You have any questions, comments, or concerns regarding these Terms or the Services, or if You need to provide any notices to Invention Co as required by these Terms, please contact Semantics AI Inc. dba Invention Co at help@invention.co.