Terms of Service

These Terms of Service ("Terms") govern your access to and use of Patentia, the service operated by Bold and Code, Inc., a Delaware corporation with its registered address at 1111B S Governors Ave, STE 23343, Dover, DE 19904, United States ("Patentia", "we", "us"). By creating an account or using the Services you agree to these Terms.

If you have signed a written agreement with us, such as a Master Services Agreement, an Order Form, a Data Processing Agreement or a Non-Disclosure Agreement, that agreement controls and these Terms apply only where they do not conflict with it. See section 18.

1. What Patentia is, and what it is not

Patentia provides AI-assisted patent intelligence: prior art and patent search, patentability analysis, non-patent literature search, market research, invention evaluation and patent drafting.

The Services include work we carry out on your behalf where you engage us to do so, rather than running it yourself through the application. Everything in these Terms that applies to the Services applies to that work, including the confidentiality obligations in section 4. Scope, deliverables and price for any such engagement are set out in a separate written agreement or Order Form.

Patentia is not a law firm and does not provide legal services or legal advice. Reports, analyses, drafts and other output are informational. They are intended to support, not replace, the judgment of a qualified patent attorney or patent agent admitted in the relevant jurisdiction. We do not guarantee that output is complete or free of error, or that using it will result in a granted patent or any other legal or commercial outcome. Filing decisions, protection strategy and all use of the output are your responsibility.

Where we prepare a patent draft or any other document for you, it is work product for your review, adaptation and filing by you or by your own qualified practitioner. We do not represent you before any patent office, we do not sign or file on your behalf, and nothing in these Terms creates an attorney-client relationship.

Output produced by AI models may vary between runs and reflects the state of available information at the time it is generated.

The Services are not designed for, and may not be used in a way that would subject us to, industry-specific regimes such as HIPAA, FISMA or the Gramm-Leach-Bliley Act.

2. Your account

You must provide accurate registration information and keep it current. You are responsible for the confidentiality of your credentials and for activity under your account. Notify us at security@patentia.online if you believe your account has been compromised. You must be of legal capacity in your jurisdiction to enter into these Terms.

3. Licence to use the Services

Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable licence to access and use the Services for your internal business purposes, including providing professional services to your own clients.

You may not resell, sublicense, rent or otherwise make the Services themselves available to third parties as a standalone offering, and you may not use the Services to build a competing product. Nothing in these Terms transfers ownership of the Services, our software, models, model instructions, methodologies, algorithms or documentation, which remain ours.

4. Customer Content

"Customer Content" means invention disclosures, technical descriptions, drawings, documents, claim text and any other material you upload to or provide through the Services, together with everything generated from it, including reports, analyses, evaluations, patent drafts and any data derived from any of them.

4.1 You own it

Customer Content is and remains your exclusive property. We acquire no ownership interest of any kind in Customer Content. You grant us only a limited, non-exclusive, revocable licence to host, store, process, transmit and analyse Customer Content solely to deliver the Services you have requested, and for no other purpose.

4.2 It is confidential, and you do not have to say so

All Customer Content is treated as your confidential information and trade secret from the moment it reaches us. No marking, label or designation is required. You are not asked, and will never be asked, to warrant that Customer Content is non-confidential. The Services exist to process unpublished, pre-filing material and are built on that assumption.

We acknowledge that invention disclosures are unpublished technical information, and that disclosing them to third parties or making them publicly available destroys novelty and may irreversibly prevent the grant of patent rights anywhere in the world.

4.3 What we will not do

We will not:

1. Disclose, publish, display or otherwise make Customer Content available to any third party, except (a) to the subprocessors identified in our Privacy Policy, each bound by written confidentiality and data protection obligations appropriate to the service they provide, engaged solely to deliver the Services, and for whose acts and omissions in relation to Customer Content we remain fully responsible to you as if they were our own, or (b) where compelled by law, in which case we will give you prompt written notice before disclosure unless legally prohibited, will disclose only the minimum required, and will cooperate with any effort you make to limit or resist the disclosure.

2. Use Customer Content to train, fine-tune or improve any artificial intelligence or machine learning model, whether ours or a third party's. We contract AI processing only on terms that prohibit the provider from using prompts and responses to train or improve their own models.

3. Apply for or seek any patent or other intellectual property right over Customer Content, or over anything derived from it, whether in our own name or through any other party.

4. Use Customer Content for our own purposes or for the benefit of any other customer. This includes internal benchmarking, evaluation, product development and training material. Our internal product measurement and quality testing is performed exclusively on publicly available patent literature and on inventions we author ourselves.

5. Permit access to Customer Content by anyone other than personnel who strictly require it to deliver the Services, each bound by written confidentiality obligations.

For the avoidance of doubt, and without limiting item 4 above, work we perform on your Customer Content to produce or improve a result for you is delivery of the Services and is permitted. That includes processing the same disclosure more than once, and reviewing or refining output before returning it to you.

We apply at least the degree of care we apply to our own confidential information, and never less than reasonable care.

4.4 How long these obligations last

Our obligations under this section survive termination of these Terms. For Customer Content that has not been published, they are of indefinite duration.

They do not apply to information that: (a) is or becomes public without breach of these Terms; (b) we lawfully held before you provided it, without a duty of confidence; (c) we develop independently without reference to Customer Content; or (d) we are required to disclose by law or court order, subject to the notice obligation in section 4.3.

4.5 Your responsibilities

You confirm that you own Customer Content or hold the rights necessary to provide it to us, that providing it does not infringe any third party's rights, and that it is lawful.

5. Product Feedback

"Product Feedback" means comments, suggestions, bug reports and feature requests about the Services themselves. If you send us Product Feedback, you grant us a perpetual, irrevocable, royalty-free, worldwide licence to use it to operate and improve the Services, without acknowledgment or compensation.

Customer Content does not become Product Feedback by being included in one. If you send a support request, bug report or suggestion that quotes, attaches or describes an invention disclosure, a claim, a report or any other Customer Content, that material remains Customer Content and remains subject to section 4 in full. This licence extends only to the feedback itself and never to the technical content of your inventions or to output generated from them.

6. Usage data

"Usage Data" means information about how the Services are accessed and used: which features are used, actions taken, session dates, times and duration, time zone, country and device information. Usage Data does not include Customer Content or anything derived from Customer Content.

We may use Usage Data to operate, secure, support, improve and develop the Services, and to produce aggregate statistics, provided that doing so never discloses Customer Content. Where Usage Data is personal data, we process it only on the bases set out in our Privacy Policy.

7. Security

We maintain technical and organisational security measures appropriate to the sensitivity of Customer Content.

Patentia holds a SOC 2 Type II report, an independent attestation over a defined examination period. It is available under NDA through the access request flow at trust.patentia.online, which also publishes our current control set, policy library, standing security questionnaire and vendor list.

We will notify you without undue delay and in any event within 72 hours of becoming aware of a security incident resulting in unauthorised access to, or unlawful disclosure, destruction, loss or alteration of, your Customer Content, describing what we know, the likely consequences and the steps taken. Shorter notification periods are available under a negotiated agreement. Where a personal data breach is involved, our obligations under our Privacy Policy and any Data Processing Agreement also apply.

Report a security concern or vulnerability to security@patentia.online.

8. Purchases, subscriptions and refunds

Payment is by card through our payment processor. We do not receive or store card details. Prices are in US dollars, exclusive of applicable tax, and may change with notice.

Subscriptions renew automatically for successive periods of the same length, at the then-current price for your plan, unless cancelled before the end of the current period. You may cancel at any time from your account, without contacting us; cancellation takes effect at the end of the paid term and you keep access until then.

Refunds. If a Service fails to deliver output because of a technical error, we will issue a full refund or a service credit on request to support@patentia.online. Requests based on dissatisfaction with output quality are assessed case by case. Requests based on a technical failure must be made within fourteen (14) days of the failure, and requests based on output quality within fourteen (14) days of delivery of the output concerned.

9. Acceptable use

You agree not to:

• Access or use the Services other than as permitted by these Terms.

• Resell, sublicense or provide the Services themselves to third parties as a standalone offering, or use them to build a competing product.

• Systematically extract or scrape data from the Services to build a competing collection, compilation or database.

• Circumvent, disable or interfere with security features, rate limits or access controls.

• Access the Services by automated means except through an interface we provide for that purpose.

• Reverse engineer, decompile or disassemble the Services, except where applicable law expressly permits it.

• Upload material that is unlawful, or that you do not have the right to provide.

• Transmit malware or anything that interferes with the operation of the Services.

• Impersonate another person or use another user's account.

We may suspend or terminate access for breach of this section.

10. Availability

We aim to keep the Services available continuously, excluding scheduled maintenance and circumstances beyond our reasonable control. These Terms do not include a service level commitment. Service levels, availability targets and service credits are available under a written agreement. Contact legal@patentia.online.

11. Term, termination and what happens to your data

These Terms apply while you use the Services. You may close your account at any time. We may suspend or terminate access for material breach of these Terms, for non-payment, or where required by law.

On termination:

1. You have thirty (30) days to export your Customer Content, either yourself through the Services or by asking us for it in a structured, commonly used, machine-readable format.

2. After that period we delete Customer Content from our active systems within thirty (30) days and confirm in writing. A certificate of destruction is available on request.

3. Copies held in backup archives are removed as those archives expire under their normal retention cycle, the longest of which does not exceed 400 days. Throughout that period those copies remain isolated from further processing and remain subject to section 4 in full.

4. Data we are required by law to retain is retained, isolated from further processing, and remains subject to section 4.

5. Sections 1, 4, 5, 6, 7, 9, 11, 12, 13, 14, 15, 16 and 18 survive.

12. Disclaimer

Except as expressly stated in these Terms, the Services are provided "as is" and "as available". To the fullest extent permitted by law we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement, and we make no warranty that the Services will be uninterrupted, error-free or that output will be complete or accurate.

Nothing in this section limits our obligations under section 4.

13. Limitation of liability

Neither party is liable for indirect, consequential, special, exemplary or punitive damages, or for lost profits or lost revenue. This exclusion does not apply to our breach of section 4, to our gross negligence, or to our wilful misconduct, for which the elevated cap below applies to all categories of loss. It also does not apply to amounts a party is required to pay to a third party under section 14.

General cap. Our total aggregate liability arising out of or relating to these Terms is limited to the fees you paid us in the twelve (12) months before the event giving rise to the claim.

Elevated cap for confidentiality. For our breach of section 4, and for our gross negligence or wilful misconduct, that limit is instead three (3) times the fees you paid us in the twelve (12) months before the event.

Nothing in this section limits liability that cannot be limited under applicable law, and nothing in it restricts your right to seek injunctive or other equitable relief to protect Customer Content.

Enterprise and institutional customers: higher limits are available under a written agreement, sized to the contract. Contact legal@patentia.online.

14. Indemnification

You will defend and indemnify us against third-party claims arising from your use of the Services in breach of these Terms, from Customer Content you had no right to provide, or from your violation of applicable law. We will give you prompt notice and reasonable cooperation, and you may not settle any claim in a way that imposes an obligation on us without our written consent.

15. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law rules.

The parties will first attempt to resolve any dispute informally for thirty (30) days after written notice. If that fails, the dispute will be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association, seated in Delaware, before a single arbitrator, who will issue a reasoned written award. Either party may seek injunctive relief in court to protect confidential information or intellectual property, and either party may bring a claim in small claims court.

Arbitration is limited to the dispute between the parties individually. There is no right to arbitrate on a class or representative basis.

If you are an individual consumer resident in the European Economic Area or the United Kingdom, nothing in this section deprives you of the protection of mandatory provisions of the law of your country of residence, or of your right to bring proceedings in the courts of that country.

No claim relating to the Services may be brought more than two (2) years after the cause of action arose, except that a claim for breach of section 4 may be brought within two (2) years of the date on which you first knew, or ought reasonably to have known, of the breach.

Enterprise and institutional customers: governing law and forum are negotiable under a written agreement. Contact legal@patentia.online.

16. Privacy and data protection

Our Privacy Policy describes how we handle personal data and is incorporated into these Terms. The Services are hosted in the United States.

We process personal data in accordance with the GDPR. We maintain a Record of Processing Activities under Article 30, a published subprocessor register, a documented data subject request process, and breach notification procedures. Compliance with the GDPR is a legal obligation that applies to us whether or not anyone certifies it; a voluntary certification route does exist under Article 42, and we have not obtained one. Our security controls are continuously monitored and independently evidenced through our SOC 2 Type II report, which covers security controls rather than the whole of the GDPR.

A Data Processing Agreement incorporating the European Commission's Standard Contractual Clauses (Module Two, controller to processor) and the UK International Data Transfer Addendum is published at patentia.online/legal/dpa and forms part of these Terms where you are a controller of personal data that we process on your behalf. Transfers of personal data from the European Economic Area, the United Kingdom or Switzerland rely on those clauses. Our principal infrastructure subprocessors are additionally certified under the EU-US Data Privacy Framework.

17. Changes to these Terms

We may update these Terms and will post the revised version with a new "Last updated" date. Material changes take effect thirty (30) days after posting. Changes that reduce our obligations under section 4 do not apply to you unless you agree to them in writing. Continuing to use the Services after other changes take effect means you accept them.

18. Order of precedence, and everything else

If you have signed a written agreement with us covering the same subject matter, that agreement controls over these Terms to the extent of any conflict. This includes any Master Services Agreement, Order Form, Data Processing Agreement or Non-Disclosure Agreement.

This does not apply to section 4. Where these Terms give Customer Content greater protection than the signed agreement, including as to the absence of any marking requirement and the duration of our obligations, section 4 of these Terms continues to apply in addition to that agreement.

Otherwise these Terms are the entire agreement between us regarding the Services. If a provision is held unenforceable it is severed and the rest continues in effect. Our failure to enforce a provision is not a waiver of it. You may not assign these Terms without our written consent; we may assign them to an affiliate or in connection with a merger or sale of substantially all of our assets, provided the assignee assumes our obligations under section 4 in full.

You consent to receive notices and communications from us electronically.

19. Contact

Bold and Code, Inc., 1111B S Governors Ave, STE 23343, Dover, DE 19904, United States.