Terms & Conditions

Services means the hosted software, AI analysis tools, support and other services described in an Order Form. The Order Form will identify the purchased Services, fees, subscription dates, user or usage limits, and any agreed service levels or project deliverables. Documentation means the user guides Semantics provides for those Services.

During the applicable subscription, Semantics grants Customer a nonexclusive right to access and use the Services for its business purposes within the purchased limits. Customer may authorize its employees, consultants, contractors and agents for whom a subscription has been procured to use the Services on its behalf (Authorized Users). Work for Customer’s clients is permitted if the Order Form allows it. Semantics will provide access by the agreed start date without a separate discretionary approval requirement.

Semantics will provide the Services with reasonable skill and care and use commercially reasonable efforts to make them available continuously, except for maintenance and events beyond its reasonable control. Semantics will give reasonable advance notice of scheduled maintenance and minimize disruption. Any specific availability commitment and service credits must be stated in an agreed service level addendum or Order Form.

Semantics may improve or update the Services, but will not materially reduce their overall functionality, security or purchased capacity during a paid subscription. If a legal requirement or loss of third-party rights requires such a reduction, Semantics will give as much advance notice as practicable and offer a reasonably equivalent alternative. If none is available, Customer may terminate the affected Services and receive the refund described in Section 11.3.

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. Semantics is a technology company and service provider; it is not a law firm, and its personnel are not acting as the Customer’s attorneys. No attorney-client relationship, or any other fiduciary or professional relationship, is formed through the use of the Services. The Services are not a substitute for consultation with a qualified legal professional licensed in the appropriate jurisdiction.

All Output generated by the Services must be carefully and independently reviewed, verified, and validated by the Customer, or by a qualified legal professional retained by the Customer, for accuracy, completeness, suitability, and compliance with Applicable Law before any reliance is placed upon it or any action is taken based on it. The Customer is solely responsible for all decisions made, advice given, actions taken, and failures to act based on the 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.

Customer will keep account credentials secure, assign each account to an individual Authorized User, provide accurate billing information and reasonably cooperate in service delivery. Customer is responsible for its Authorized Users’ compliance and will promptly report unauthorized access to help@invention.co. Customer is not responsible for unauthorized activity to the extent caused by Semantics’ breach of this Agreement.

Except as expressly permitted by this Agreement or the Order Form, Customer shall not, directly or indirectly: (i) sublicense, resell, rent, lease, distribute, commercialize, repackage, rebrand, assign or otherwise transfer the Services or Semantics Data; (ii) permit access to the Services or Semantics Data by anyone other than Authorized Users; (iii) provide the Services or Semantics Data on a timesharing, service bureau or similar basis; (iv) remove or alter proprietary notices; (v) use the Services, Semantics Data, or Outputs, including through systematic extraction or aggregation, to train, develop or materially improve a product or service that competes with Semantics; (vi) reverse engineer, decompile or disassemble the Services, except to the extent such restriction is prohibited by law; (vii) use the Services, Semantics Data, or Outputs unlawfully or to infringe third-party rights; (viii) copy non-public features, functions, data structures or interfaces of the Services; or (ix) provide the Services or Semantics Data to a Semantics competitor for benchmarking, evaluation or comparative analysis without Semantics’ prior written consent. This restriction does not prevent ordinary use of outputs in Customer’s business or permitted client work.

Customer is responsible for the accuracy and lawfulness of materials it submits and for obtaining the rights and permissions needed for Semantics to process them as agreed. Customer will not upload payment card data, government identification numbers, health records, children’s personal data or other data requiring special safeguards unless the parties first agree in writing to suitable protections. Ordinary business contact information and personal information appearing in lawfully supplied patent records are not prohibited solely because they identify an individual. This paragraph does not excuse Semantics from its confidentiality, security or legal obligations for data it receives.

Customer will pay the fees and any expressly agreed usage charges in the Order Form. Unless it states otherwise, invoices are payable in US dollars within 30 days after receipt. Customer will also pay applicable sales, use and similar transaction taxes, which are excluded from the fees. Semantics is responsible for taxes on its income, property and personnel. Fees will not increase during a subscription term. Extra users, usage or services require Customer’s written approval or an overage arrangement expressly accepted in the Order Form.

Customer will promptly identify any invoice amount disputed in good faith, explain the reason and pay the undisputed balance on time. The parties will work reasonably to resolve the dispute. Semantics may charge simple interest on undisputed overdue amounts at the lower of 1% per month or the lawful maximum. Semantics may suspend affected Services only if an undisputed amount remains unpaid 15 days after written notice that suspension will occur. No interest or suspension applies to amounts genuinely disputed while Customer cooperates in resolving the dispute.

Semantics and its licensors retain ownership of the Services, software, Documentation, underlying models and preexisting materials. Customer receives only the rights expressly granted in this Agreement.

Customer Content means materials submitted by or for Customer, including prompts, and the reports, claim charts, analyses and other outputs generated for Customer through the Services (Outputs). As between the parties, Customer retains its rights in Customer Content. To the extent such rights exist and are assignable, Semantics assigns to Customer any rights it has in Outputs when generated. This does not transfer ownership of preexisting Semantics technology or third-party materials. To the extent it has the necessary rights, Semantics grants Customer a perpetual, worldwide, royalty-free license to use any such materials embedded in Outputs as part of those Outputs.

Customer may retain, copy, modify and share Outputs for its business purposes, including with advisers, counterparties and patent authorities and, where permitted under Section 1.2, clients. Customer must respect applicable third-party rights and restrictions disclosed and agreed before purchase. Outputs may be similar to independently generated outputs for others. This does not permit disclosure or reuse of Customer’s confidential material. Semantics does not guarantee that Outputs qualify for intellectual property protection.

Customer permits Semantics and its service providers to process Customer Content only as needed to provide, secure and support the Services, follow Customer’s lawful instructions, or comply with law. This permission ends when the applicable retention period under Section 11.4 ends. It does not authorize selling Customer Content, advertising with it or disclosing it to other customers.

Semantics may use technical and usage records to operate, secure and bill for the Services. For analytics and product improvement, it may use only aggregated or deidentified usage information that excludes Customer Content and cannot reasonably identify Customer or any individual. Semantics will not attempt reidentification. Customer may voluntarily provide feedback, which Semantics may use without payment, but this does not grant rights to Customer Content or other Confidential Information.

Semantics may use third-party AI providers to perform Customer’s requested processing, subject to Sections 4 and 6. Semantics will not use, or permit providers to use, Customer Content, prompts or Outputs to train or fine-tune AI models unless Customer separately requests this and the parties expressly agree in writing. Semantics will maintain provider agreements prohibiting retention of prompts, submitted content and Outputs after processing, their use for model training, and provider human review. Any exception requires Customer’s prior written agreement, except retention strictly required by law, which remains subject to Section 6.2.

On request, Semantics will identify providers that process Customer Content and provide relevant contractual evidence of the safeguards in Section 5.1, subject to reasonable confidentiality protections and redaction of unrelated commercial terms.

AI results can contain errors or omit relevant information. Customer must review Outputs and source materials before relying on them. The Services support research and analysis and do not provide legal or other professional advice or guarantee any patent, litigation or commercial outcome.

Confidential Information is nonpublic information disclosed by either party that is marked confidential or reasonably should be understood to be confidential, including nonpublic Customer Content, prompts and Outputs. The receiving party will use it only to perform this Agreement or exercise its rights under it, protect it with reasonable care, and disclose it only to personnel, advisers and service providers who need access and are bound by appropriate confidentiality duties. The receiving party is responsible for those recipients’ compliance.

Confidential Information excludes information the recipient can show was already lawfully known without restriction, became public without breach, was lawfully received from another source without restriction, or was independently developed. A party may disclose information as legally required, but only to the necessary extent, with prior notice where lawful and reasonable cooperation in seeking protective treatment. Confidentiality obligations continue for five years after termination and, for trade secrets, as long as they remain protected as trade secrets under applicable law.

Semantics will maintain reasonable administrative, technical and physical safeguards appropriate to Customer Content, including access controls, encryption in transit and at rest, and incident response procedures. Semantics will notify Customer without undue delay after becoming aware of unauthorized access to or disclosure of Customer Content, investigate and contain the incident, and reasonably cooperate in remediation. Both parties will comply with applicable privacy laws. Where required, they will sign a data processing addendum before the relevant processing begins, addressing processing instructions, subprocessors, international transfers and any specific notification deadlines. Semantics will not materially reduce agreed safeguards during a subscription.

Each party has authority to enter into this Agreement and will comply with laws applicable to its performance.

Semantics warrants that the Services will materially conform to the Order Form and Documentation and that any purchased project services will be performed with reasonable skill and care. Customer will promptly describe any failure in writing. Semantics will correct or reperform the affected Services at no additional cost. If it cannot resolve a material failure within 30 days after notice, Customer may terminate the affected Services and receive a proportionate refund of prepaid fees for the unused subscription period or deficient project work. This remedy does not limit remedies for breach of other express obligations, and Customer may not recover twice for the same loss.

The service warranty does not cover failures to the extent caused by Customer’s misuse, unauthorized modifications or independently procured systems. Except for express commitments in this Agreement, and to the extent permitted by law, the Services and Outputs are provided “as is” and “as available,” without implied warranties of merchantability, fitness for a particular purpose or noninfringement. Semantics does not promise uninterrupted operation or error-free, complete or accurate Outputs. This disclaimer does not limit Section 8 or the agreed security obligations.

Semantics will defend Customer against third-party claims that the Services, as provided and used as permitted, infringe or misappropriate intellectual property rights, and pay damages and reasonable costs finally awarded or included in an approved settlement. This covers Semantics technology embedded in Outputs, but does not otherwise cover AI-generated Output content. It excludes claims to the extent caused by Customer-supplied materials, unauthorized modifications or combinations neither supplied nor required by Semantics, where the claim would not otherwise arise.

Semantics may obtain continued usage rights or modify or replace affected Services with a materially equivalent alternative. If neither is reasonably feasible, either party may terminate the affected Services, and Semantics will refund prepaid fees for the unused period. This does not remove its obligations for covered claims arising before termination.

Customer will defend Semantics against third-party claims that materials supplied by Customer, excluding Outputs generated by the Services, infringe intellectual property or privacy rights, or that Customer’s knowing unlawful use of the Services violates third-party rights. Customer will pay damages and reasonable costs finally awarded or included in an approved settlement. This obligation does not apply to the extent a claim results from Semantics’ breach or use of Customer Content outside Customer’s authorization.

The protected party must promptly notify the other of a claim; delay excuses obligations only to the extent it materially prejudices the defense. The defending party controls the defense and pays for reasonable assistance. The protected party may participate with its own counsel at its own expense. No settlement may admit its fault, impose nonmonetary obligations or leave it liable without its written consent, which will not be unreasonably withheld. These obligations are subject to Section 9.

Subject to Section 9.3, neither party is liable for indirect, consequential, special or punitive damages, or for lost profits or revenue that constitute indirect or consequential loss. Reasonable direct costs of restoring data and investigating, containing and remediating a security incident are not excluded merely because they relate to data or security. Amounts payable to third parties under Section 8 are not excluded by this paragraph.

Each party’s total aggregate liability under this Agreement will not exceed the fees paid or payable under it for the 12 months immediately preceding the first event giving rise to liability. These limits apply regardless of the legal theory asserted.

Neither the exclusions nor the caps limit fraud, willful misconduct, gross negligence or liability that applicable law does not allow the parties to limit. Customer’s obligation to pay contractual fees and Semantics’ obligation to make expressly required refunds are not subject to these caps.

Semantics may suspend only the affected access when reasonably necessary to address a material security threat, unlawful use, a material breach creating imminent harm, or nonpayment under Section 3.2. It will give advance notice and a reasonable opportunity to resolve the issue where practicable; otherwise, it will notify Customer promptly afterward. Suspension must be proportionate and end promptly once the cause is resolved. Content removal is subject to the same standards, with preservation or export offered where lawful and safe. A third-party allegation alone does not establish a breach.

Semantics remains responsible for its obligations during suspension. If a suspension not caused by Customer’s breach prevents material use, fees for the unavailable Services will be credited proportionately. If it continues for more than 30 days, Customer may terminate the affected Services and receive the Section 11.3 refund.

Each Order Form runs for its stated term, or 12 months from its stated service start date if no duration is given. Unless it states otherwise, it renews for successive 12-month periods unless either party gives at least 30 days’ written notice of nonrenewal. Semantics must notify Customer of renewal price increases at least 60 days before renewal; otherwise, existing prices apply for that renewal. The Agreement continues while any Order Form remains active. Ending one Order Form does not end the others.

Either party may terminate an affected Order Form, or the Agreement if the breach materially affects it as a whole, for a material breach not corrected within 30 days after written notice. For undisputed overdue fees, the cure period is 15 days after notice. Either party may terminate immediately for a material breach that cannot be cured. To the extent permitted by applicable law, either party may terminate if the other ceases business or enters insolvency proceedings not dismissed within 60 days.

Customer must pay fees accrued through termination. If Customer terminates for Semantics’ material breach, or where Sections 1.4, 8.1 or 10 allow a refund, Semantics will refund prepaid subscription fees for the period after termination and fees for unperformed prepaid project work within 30 days. Section 7.2 also applies to deficient project work. If Semantics terminates for Customer’s material breach, prepaid fees are nonrefundable, subject to applicable law; any claim for remaining committed fees is reduced by costs reasonably avoided and amounts reasonably recovered through mitigation. Otherwise, fees remain payable for the committed term, with no cancellation refund unless the Order Form provides one.

For 30 days after termination or expiry, Semantics will provide a reasonable opportunity to export stored Customer Content in a commonly used format without an additional export fee, unless prohibited by law. After that period, Semantics will delete Customer Content from active systems within 30 days and backups within 90 days, except records legally required to be retained, which remain protected and restricted to that purpose.

A signed Order Form or other addendum controls in the event of conflict only where it expressly identifies the provision being changed. Otherwise, these terms control. Purchase order boilerplate does not amend the Agreement. Amendments require both parties’ written agreement, including electronic signature; website policy updates do not amend these terms.

California law governs, excluding conflict of law rules. The parties will first try in good faith to resolve a dispute through representatives authorized to settle it for 30 days after written notice. Unresolved disputes are subject to the exclusive jurisdiction of the state and federal courts in Santa Clara County, California. Either party may seek urgent protective relief without waiting, subject to applicable legal requirements. Each party bears its own legal fees unless applicable law or Section 8 provides otherwise.

Legal notices must be sent to the contacts in the Order Form; notices to Semantics must also be copied to help@invention.co. Email notice is effective on acknowledgment of receipt or, without a delivery failure message, on the next business day after sending. Notices delivered by courier are effective on delivery. Either party may update its notice details in writing.

Neither party may assign the Agreement without the other’s consent, not unreasonably withheld, except to a successor in a merger, reorganization or sale of substantially all relevant assets if the successor assumes the obligations. The assigning party will promptly notify the other. Semantics may use subcontractors, subject to its data protection obligations, and remains responsible for their performance.

Neither party is responsible for delay caused by events beyond its reasonable control if it promptly notifies the other and takes reasonable steps to reduce the impact. This does not excuse payment for Services already delivered or a party’s failure to maintain agreed safeguards. Fees for unavailable Services will be credited proportionately. Either party may terminate affected Services if the event continues for more than 30 days; Semantics will refund unused prepaid fees. Credits and refunds will not duplicate recovery for the same period.

The parties are independent contractors. Failure to enforce a provision is not a waiver. An unenforceable provision will be limited only as necessary, leaving the rest effective. There are no third-party beneficiaries. The Agreement may be signed electronically and in counterparts.