Terms of Service

PLEASE READ THESE TERMS OF SERVICE (THE “TERMS”) CAREFULLY.

These Terms, together with any applicable Order Form, subscription plan, or online registration page that references these Terms (each, an “Order Form”), constitute the agreement between Boundly Inc. (“Boundly,” “we,” “us,” or “our”), a Delaware corporation, and the entity or person subscribing to or using the Services (“Customer,” “you,” or “your”). By executing an Order Form, clicking “Subscribe,” or otherwise accessing or using the Services, you agree to be bound by these Terms (personally and on behalf of any entity you represent). If you do not agree to all the Terms, do not access or use the Services.

This Agreement is entered into as of the date of the first Order Form or the date you first register for or access the Services (the “Effective Date”).

1. Overview and Services

Boundly Inc. provides an AI-powered patent research and illustration platform that assists inventors, businesses, and IP professionals in drafting patents, responding to office actions, creating detailed IDS forms, classifying documents, and processing information related to the patent lifecycle (the “Services”). You provide, upload, or submit invention descriptions, patent claims, drawings, and other data (“Inputs”) and receive draft patents, office action responses, IDS forms, classified documents, and other processed outputs (“Outputs”) together with “Customer Data”.

The Services are available at https://app.boundly.ai/ or as otherwise specified in an Order Form. Boundly is a Delaware corporation.

2. License Grant and Access

Subject to your full compliance with this Agreement and payment of all applicable Fees, Boundly grants you a limited, non-exclusive, non-sublicensable, non-transferable right during the Subscription Term to access and use the Services solely for your internal business purposes (or, if you are a qualified attorney or law firm, for the internal business purposes of your own clients). The license includes access to the Software, Documentation, and all updates, improvements, and new versions provided by Boundly.

The Services may be provided on a SaaS basis (hosted by Boundly) or, if specified in an Order Form, on a data-on-prem basis. The license is granted for the number of Authorized Users and Service Capacity set forth in the Order Form. Authorized Users must be your employees or authorized contractors and may not share credentials.

3. Fees and Payment Terms

You shall pay Boundly the fees set forth in the Order Form or Subscription Page (“Fees”). Fees are payable in advance (monthly or annually as selected) and are non-refundable except as expressly provided herein. Payments are due within 30 days of invoice (or immediately via credit card). Late payments accrue interest at 1.5% per month or the maximum rate permitted by law. You are responsible for all taxes (excluding those based on Boundly’s net income). Boundly may increase Fees upon renewal with at least 45 days’ notice for annual subscriptions or 20 days for monthly. In addition, if your usage materially exceeds the Service Capacity or fair use limits set forth in the Order Form (e.g., excessive API calls or data volume), Boundly reserves the right to require an upgrade to a higher tier or adjust the Fees proportionally with 30 days’ written notice. If you do not agree to the adjusted Fees, Boundly may suspend or terminate your access to the Services.

4. Customer Data and Intellectual Property

4.1 Ownership

You retain all right, title, and interest in and to all Inputs and Customer Data. Boundly irrevocably assigns to you all right, title, and interest in and to all Outputs generated from your Inputs.

4.2 License to Boundly

You grant Boundly a limited, non-exclusive, royalty-free license during the Subscription Term to access, use, process, store, and transmit Customer Data solely as necessary to provide the Services and improve the platform in accordance with this Agreement.

4.3 No Training on Customer Data

Boundly does not, and shall not permit any third-party providers to, use any Customer Data (including Inputs or Outputs) to train, retrain, improve, or modify any AI models or systems for itself or any third party. Customer Data is used solely to provide the Services to you.

4.4 Confidentiality of Customer Data

All Customer Data is deemed Confidential Information. Boundly shall maintain strict confidentiality, encrypt Customer Data in transit and at rest, store it only in approved territories, and promptly destroy it upon termination or your request (with certification).

4.5 Boundly Templates

Any general-purpose templates, frameworks, or standardized components incorporated in Outputs remain the property of Boundly. You receive a perpetual license to use such templates solely as incorporated in your Outputs.

4.6 Feedback

Any suggestions, comments, ideas, or other feedback you provide to Boundly regarding the Services (“Feedback”) is given willingly and freely. You hereby grant Boundly a perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, create derivative works of, and exploit such Feedback in any manner without restriction or compensation to you.

5. Confidentiality

5.1 Definition

“Confidential Information” means any non-public information disclosed by one party to the other, including trade secrets, patents, AI models, algorithms, source code, customer data, business plans, and financial information.

5.2 Obligations

Each party shall hold the other’s Confidential Information in strict confidence, use it only as necessary to perform under this Agreement, and protect it with at least the same degree of care as its own confidential information (but no less than reasonable care). Obligations survive termination indefinitely for trade secrets and for five (5) years for other information.

5.3 Exceptions

Confidential Information does not include information that is publicly available through no fault of the receiving party, was independently developed, or was rightfully received from a third party without restriction.

5.4 DTSA Notice

You are notified that you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a government official or attorney solely for reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed under seal.

5.5 Remedies

Breach of this Section will cause irreparable harm entitling the non-breaching party to injunctive relief in addition to other remedies.

6. Acceptable Use and Restrictions

You shall not, and shall not permit any third party to:

• Reverse engineer, decompile, or attempt to discover the source code of the Services;
• Modify, adapt, or create derivative works based on the Services;
• Copy, rent, lease, sell, or transfer rights to the Services;
• Use the Services to build a competitive product or service;
• Remove or alter proprietary notices;
• Interfere with the Services or bypass security measures;
• Submit Inputs containing personal data, sensitive data, or any information that would violate applicable laws or third-party rights;
• Use the Services for any illegal or unauthorized purpose.

7. Warranties and Disclaimers

7.1 Boundly Warranties

Boundly warrants that it will provide the Services in a professional manner consistent with industry standards and that the Services will substantially conform to the Documentation during the Subscription Term.

7.2 Customer Warranties

You warrant that you have all necessary rights to provide Inputs, that Inputs do not infringe third-party rights, and that you will comply with all applicable laws.

7.3 General Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” BOUNDLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE SERVICES ARE NOT INTENDED TO PROVIDE LEGAL ADVICE, AND NO ATTORNEY-CLIENT RELATIONSHIP IS CREATED. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING ALL OUTPUTS AND CONSULTING QUALIFIED LEGAL COUNSEL. BOUNDLY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY OUTPUTS.

8. Indemnification

Each party (“Indemnitor”) shall defend, indemnify, and hold harmless the other party and its affiliates from any third-party claims, losses, and expenses (including reasonable attorneys’ fees) arising from: (i) the Indemnitor’s breach of this Agreement, (ii) the Indemnitor’s violation of applicable law, or (iii) in the case of Customer as Indemnitor, any claim that Customer Data or your use of the Services infringes third-party rights. Boundly’s indemnification obligations do not apply to the extent any claim arises from your misuse of the Services or modification of Outputs.

9. Limitation of Liability

EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS AND BREACHES OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY SECTIONS, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO BOUNDLY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR DATA.

10. Term and Termination

10.1 Term

The Agreement begins on the Effective Date and continues until all Order Forms expire or are terminated.

10.2 Subscription Term

Each Order Form has an Initial Subscription Term and automatically renews for successive periods of equal length unless either party provides written notice of non-renewal at least 30 days (monthly) or 90 days (annual) prior to expiration.

10.3 Termination for Cause

Either party may terminate for material breach that remains uncured after 30 days’ notice (or 7 days for payment breaches). Boundly may also terminate or suspend access immediately if your usage exceeds fair use limits or materially strains resources despite notice.

10.4 Effect of Termination

Upon termination, all licenses terminate, you shall cease use of the Services, and Boundly shall destroy all Customer Data upon request. Fees paid are non-refundable, and any unpaid Fees become immediately due.

11. Miscellaneous

11.1 Governing Law

This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict of laws principles. Any disputes shall be resolved exclusively in the courts of Delaware.

11.2 Entire Agreement

This Agreement (including all Order Forms) constitutes the entire agreement between the parties and supersedes all prior understandings.

11.3 Assignment

Neither party may assign this Agreement without the other party’s prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all assets.

11.4 Force Majeure

Neither party shall be liable for delays caused by events beyond its reasonable control.

11.5 Severability

If any provision is held invalid, the remainder shall continue in full force.

11.6 Notices

All notices must be in writing and sent to the addresses set forth in the Order Form or to [email protected].

11.7 Amendments

This Agreement may only be amended in writing signed by both parties.