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Terms of Service

Last updated: September 1, 2026

1. Definitions

  • "Customer" means you and any present or future entity that, directly or indirectly, controls, is controlled by, or is under common control with you.
  • "Customer Data" means (i) any electronic data, customer data, information, or material you provide, upload, or submit to IP Author in connection with these Terms, and (ii) any electronic data, information, or material generated from or in connection with your use of the Service, Software, and System.
  • "End Users" means your employees, representatives, consultants, contractors, or agents who are authorized to use the Service and have been supplied user credentials.
  • "Service" means access to the System, including web, email, and database services or other designated websites, together with associated documentation made available in written or online form.
  • "Software" means any software and related product documentation necessary to perform or operate the Service or System, and any update, revision, replacement, or modification of it.
  • "System" means IP Author's system, the Software, and related information technology resources.
  • "User-Input Data" means any data — including but not limited to patent-specific data — entered, uploaded, or otherwise provided by you or your End Users to IP Author's system in connection with the Service.

2. The Service

  • License. IP Author grants you and your End Users a non-exclusive, non-assignable (except as otherwise provided herein), worldwide, non-sub-licensable license to access and use the Software and System to utilize the Service, for as long as your subscription is active.
  • Modifications. If a modification to the Service is required by law or governmental regulation, IP Author will use commercially reasonable efforts to comply. If a required modification materially and adversely affects the Service (e.g., removes a feature or degrades availability, performance, or security), you may terminate these Terms on fifteen (15) days' written notice; you remain liable only for fees earned and expenses incurred before termination, and IP Author will promptly refund any prepaid, unearned fees.
  • Updates. IP Author will make available updates, maintenance releases, fixes, new versions, and improvements developed for the Service after initial deployment.

3. Use of the Service

  • IP Author's responsibilities. IP Author will (i) not use, edit, or disclose Customer Data for any purpose other than as strictly necessary to perform its obligations, beyond its confidentiality obligations under Section 6; (ii) maintain the security of the Service per Section 7; and (iii) ensure the Service is available and performing as represented.
  • Your responsibilities. You are responsible for all authorized activity under your End User accounts. You will (i) be solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Data; (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and notify IP Author promptly if you become aware of any; and (iii) comply with all applicable laws in using the Service.
  • Acceptable use. You will use the Service solely for internal business purposes for patent analytics, drafting and prosecution, and will not use the Service to: (i) harvest, collect, or assemble information about other users without consent; (ii) transmit or post unlawful, defamatory, threatening, or obscene material; (iii) transmit viruses or other harmful code; (iv) interfere with or disrupt the integrity or performance of the Service; (v) attempt unauthorized access to the Service or related systems; or (vi) harass or interfere with another customer's use of the Service.
  • Privacy and Security Policy changes. IP Author will maintain written Privacy and Security Policies throughout the Term and may modify them from time to time by written notice to you. If a modification would, in your reasonable discretion, materially and adversely affect your rights or interests and is not approved by you in advance, your sole remedy is to terminate these Terms immediately on written notice, without further liability; you remain liable only for fees earned before termination, and any prepaid, unearned fees will be refunded immediately.
  • Use of Customer Data. IP Author personnel will not use Customer Data except in connection with providing and improving the Service (including maintaining, securing, updating, or modifying it), or in connection with legal obligations, enforcement, investigations, or proceedings. You are solely responsible for ensuring Customer Data and its use comply with applicable law and these Terms, and that it does not infringe or misappropriate any third party's rights. You will indemnify and hold harmless (and, at IP Author's request, defend) IP Author against losses, liabilities, and expenses (including reasonable attorneys' fees) arising from any claim relating to (1) Customer Data, or (2) your (or your End Users') use of the Service, including results produced by that use.

4. Fees and Payment

  • Fees. As full consideration for the Service, you will pay the fees specified for your plan. All fees are quoted in United States Dollars.
  • Invoicing. IP Author will invoice in advance. Undisputed charges are payable within thirty (30) days of the invoice date, provided the Service has been made available and accepted in accordance with these Terms. All payments are in United States Dollars.
  • Taxes. You are responsible for all sales, use, excise, value-added, or similar taxes, assessments, or duties imposed by any governmental agency on the Service, except taxes on IP Author's net income. Such taxes will be billed as a separate invoice line item.

5. Proprietary Rights

  • Reservation of rights. Except as expressly set forth herein, IP Author alone (and its licensors) retains all intellectual property rights relating to the Service or Software, and any suggestions, ideas, enhancement requests, feedback, or recommendations you or any third party provide relating to the Service, which are hereby assigned to IP Author. You will not copy, distribute, reproduce, or use any of the foregoing except as expressly permitted. These Terms do not convey any ownership interest in the Service, Software, or related intellectual property.
  • License you grant IP Author. You grant IP Author a non-exclusive, limited, royalty-free, revocable, non-transferable license, for the Term, to use, copy, store, modify, and display Customer Data solely to the extent necessary to provide the Service.
  • Restrictions. You will not (i) modify, copy, or make derivative works based on IP Author's technology, or (ii) disassemble, reverse-engineer, or decompile any of it. IP Author will not use Customer Data for commercial or marketing purposes, including sale or disclosure to a third party, or disassemble, reverse-engineer, or decompile Customer Data.
  • Customer Data ownership. Customer Data submitted to the Service, whether by you or by third parties on your behalf, remains your sole property; you retain all right, title, and interest in it. Notwithstanding this, IP Author may retain certain End User registration and statistical information for analytics and Service-improvement purposes (e.g., usage patterns, traffic, sessions), in aggregated and anonymized form that does not identify any individual or Customer, and may share such aggregated, anonymized information with third parties. IP Author may access your End User accounts, including Customer Data, to the extent necessary to respond to service or technical problems.
  • Feedback. IP Author may use or act on any suggestion, idea, enhancement request, feedback, or recommendation you or a third party on your behalf provides relating to the Service, to the extent it is not your Proprietary Information and is used only to improve IP Author's Service.

6. Confidentiality

  • Definitions. "Proprietary Information" means Trade Secrets, Confidential Business Information, Customer Data, and Confidential Personal Information, each as further defined in the underlying agreement this document is based on (broadly: trade secrets and business information not generally known and of economic value from remaining secret; non-public business information reasonably understood as confidential; and personally identifiable information such as name, government ID numbers, date of birth, or payment card information tied to an identifiable person).
  • Non-Use of User-Input Data for AI Training. IP Author agrees that all data input by you or your End Users will be used solely to provide the Service. Under no circumstances will User-Input Data be used to train, improve, or otherwise enhance any AI models or algorithms, including machine learning models, without your explicit prior written consent, nor for any purpose not strictly necessary to perform the Service.
  • Exclusions. Proprietary Information does not include information that (i) the receiving party already possessed before disclosure; (ii) becomes public through no fault of the receiving party; (iii) is rightfully received from a third party without a confidentiality duty; (iv) is independently developed by the receiving party; or (v) is disclosed with the disclosing party's prior written approval — except that Confidential Personal Information remains confidential regardless, unless applicable law requires otherwise.
  • Protection standard. Each party will hold the other's Proprietary Information in strict confidence and not disclose it to third parties except as approved in writing, will limit access to those with a need to know who are bound by confidentiality obligations, and will apply at least the same degree of care it uses for its own Proprietary Information of like importance (no less than a reasonable degree of care). IP Author will segregate Customer Data and your Proprietary Information from its own data and that of other customers.
  • Compelled disclosure. If legally compelled to disclose Proprietary Information, the receiving party must, where legally permissible, give the disclosing party written notice first, seek a protective order, and disclose only what is legally required.
  • Breach notice. Each party will immediately notify the other in writing upon discovering any unauthorized loss, access, or disclosure of the other's Proprietary Information.
  • Return or destruction. On termination or expiration, or upon written request, each party will return or destroy the other's Proprietary Information in its possession, except that each party may retain one archival copy.
  • Injunctive relief. A breach of this section may cause harm that money damages alone cannot remedy; the non-breaching party may seek injunctive relief without needing to post a bond or prove economic value, in addition to any other remedy at law.
  • Survival. Confidentiality obligations survive for two (2) years after termination for Confidential Business Information; for as long as information remains a trade secret under applicable law, for Trade Secrets; and for as long as required by applicable law, for Confidential Personal Information.

7. Security

  • IP Author will maintain data backup procedures and information security standards and practices to reasonably ensure Customer Data is not lost, modified, disclosed to, or accessed by any unauthorized party. These measures will equal or exceed standard industry practice for similar vendors handling similar data.
  • IP Author will reasonably monitor, evaluate, and adjust its information security systems in response to changes in technology, data sensitivity, and internal/external threats, and will promptly notify you of any unauthorized possession, use, or knowledge of Customer Data, its effect, and the corrective action taken.
  • At your reasonable request, no more than once annually, IP Author will provide information on its data processing facilities and security procedures relevant to your Customer Data, and grant reasonable access to relevant logs, policies, and records for that purpose.
  • With IP Author's prior consent and at least five (5) business days' notice, you (with your external auditors or a regulatory authority) may conduct a remote security inspection or test (including penetration testing) of IP Author's security measures relating to your Customer Data, at your expense, reasonable in scope, during business hours, no more than once annually.

8. Force Majeure

Neither party is liable for failure or delay in performance caused by acts of war, domestic or international terrorism, civil riots or rebellions, quarantines or health-related orders, embargoes, extraordinary acts of nature or acts of God (other than localized fire, hurricane, tornado, or flood), provided the failure or delay could not have been prevented or reasonably worked around. This excludes vandalism, regulatory acts of government agencies, labor strikes, and non-performance of third parties or subcontractors (unless that non-performance itself stems from a qualifying force majeure event). The affected party must promptly notify the other in writing, describing the delay and its estimated length.

9. Warranties and Disclaimers

  • IP Author warrants that, during the Term: the Service will be free in all material respects from programming errors and defects; will conform to its specifications and documentation; and that updates will not materially degrade the Service. IP Author further warrants that it owns or has the rights necessary to grant the license in Section 2; that your use of the Service will not infringe any third party's patent, copyright, trademark, or trade secret; that no third party has claimed such infringement; and that it has not granted conflicting rights to any third party. IP Author warrants that, at delivery, the Service will not contain viruses or code intended to damage or expropriate any system or data.
  • Mutual warranty. Each party warrants it has the authority to enter into these Terms and is validly existing and in good standing under the laws of its jurisdiction of formation.
  • Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICE IS PROVIDED "AS-IS," AND IP AUTHOR MAKES NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. IP AUTHOR SPECIFICALLY DISCLAIMS (I) ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND (II) THAT USE OF THE SYSTEM CONSTITUTES THE PROVISION OF LEGAL ADVICE OR SERVICES.

10. Indemnity

  • IP Author will, at its expense, defend you and your shareholders, officers, directors, employees, and agents against any third-party claim alleging the Service infringes that party's patent, copyright, trademark, or trade secret rights, and will pay damages finally awarded (or settlement amounts it agrees to in writing), provided you promptly notify IP Author of the claim, give IP Author sole control of the defense and settlement, and provide reasonable cooperation. This obligation does not apply where the claim arises from (i) combining the Service with something not provided by IP Author, (ii) a method or process not fully embodied in the Service, (iii) an available update that would have avoided the infringement, or (iv) your breach of these Terms.
  • If IP Author learns of a potential infringement claim, it may, at its option and expense: modify the affected portion of the Service to be non-infringing without materially altering functionality; replace it with a non-infringing equivalent; obtain the right for you to continue using it; or revoke the license to the affected portion and refund fees paid for it.
  • IP Author's indemnity obligation does not apply to claims resulting from your continued use of an infringing component after notice and before resolution, your or a third party's unauthorized modification of the Service (to the extent it caused the infringement), or your use of the Service other than as permitted under these Terms.

11. Limitation of Liability

NEITHER PARTY WILL BE LIABLE UNDER THESE TERMS FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, ARISING OUT OF OR CONNECTED WITH USE OF THE SERVICE, INCLUDING LOSS OF REVENUE, INCOME, ANTICIPATED PROFITS, LOST BUSINESS OR SALES, OR DATA, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY WILL BE LIABLE FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS IN EXCESS OF THE FEES PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE DATE THE CLAIM IS FIRST ASSERTED. ANY CLAIM FOR DAMAGES MUST BE SUBMITTED IN WRITING NO LATER THAN TWELVE (12) MONTHS FROM EXPIRATION OR TERMINATION OF THESE TERMS. THESE LIMITATIONS APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

12. Term and Termination

  • Term. These Terms commence on the date you first accept them and continue for an initial term of one (1) year, renewable for successive one-year periods upon written notice, unless earlier terminated.
  • Termination for cause. Either party may terminate for cause: (i) on thirty (30) days' written notice of material breach, if the breach remains uncured at the end of that period; or (ii) immediately, if the other party becomes subject to a bankruptcy or insolvency proceeding not dismissed within sixty (60) business days. If you terminate for cause, IP Author will immediately refund any prepaid, unearned fees.

13. General Provisions

  • Entire agreement. These Terms constitute the entire agreement on this subject and supersede all prior written or oral agreements or understandings.
  • No oral modification. No modification, extension, or waiver is valid unless in writing and signed by an authorized representative of the party to be charged.
  • Severability. If a provision is found unenforceable, the remainder of these Terms remains in effect, construed as if the invalid provision were absent; the parties will negotiate in good faith a replacement that best accomplishes the original objective within the limits of applicable law.
  • Assignment. Neither party may assign its rights or obligations without the other's consent, except to a successor by merger, acquisition, consolidation, reorganization, divestiture, or sale of assets, or to an affiliate under common control.
  • Survival. Provisions that by their nature are intended to survive termination or expiration will do so and remain binding.
  • Independent contractor. IP Author performs these Terms solely as an independent contractor, not as your agent or employee, and has no authority to bind you without your prior written authorization. IP Author will not use subcontractors (other than for collocation facilities) to provide the Service without your prior written approval.
  • Dispute resolution. Disputes will first be referred to an executive of each party for a telephone or in-person conference within ten (10) business days of a written Notice of Request for Resolution. If unresolved, disputes will be decided by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association, before a panel of three arbitrators, initiated in San Mateo County, California, within thirty (30) days of a written demand, unless the parties agree otherwise. The arbitration award is final; neither party will appeal or seek judicial review of it. The prevailing party is awarded its reasonable arbitration costs and fees.
  • Governing law and venue. These Terms are governed by the laws of the State of California. The exclusive venue for any related action is the Superior Court of California for the County of San Mateo, or the United States District Court for the Northern District of California, and each party submits to that court's jurisdiction.
  • Headings. Section headings are for convenience only and do not limit or construe the scope of any provision. These Terms will not be construed more strictly against the party that drafted them.