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 (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 of 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 provides an AI-powered platform for patent research, drafting, illustration, prosecution intelligence, and related services (the “Services”). The Services currently include the following products, and any additional products Boundly may make available from time to time:

• AI Studio: a multi-model workspace for drafting claims, specifications, office-action responses, and related patent work, with built-in redaction.
• Prior Art Search: AI-assisted semantic and keyword search across global patent databases and indexed publications.
• Patent Illustrator: AI-assisted generation of patent figures from sketches, images, or specification text, with optional human-illustrator fallback through the Illustrator Marketplace.
• Rejection Simulator: pre-filing analysis of patent applications against patterns drawn from real USPTO actions.
• Prosecution Intel: searchable database of USPTO examiner, art unit, and applicant information sourced from public records.
• Patent Localizer: AI-assisted translation and jurisdictional restructuring of patent applications across global patent offices.
• Illustrator Marketplace: a service that connects Customer with vetted, independent third-party patent illustrators (governed by Section 11).

You provide, upload, or submit invention descriptions, claims, drawings, prompts, queries, and other information (“Inputs”), and receive draft documents, search reports, figures, analyses, and other processed results (“Outputs”). Inputs and Outputs together with all data Customer transmits through the Services are referred to as “Customer Data.”

The Services are accessible at https://app.boundly.ai/ or as otherwise specified in an Order Form. Boundly may make the Services available on a SaaS basis (hosted by Boundly) or, if specified in an Order Form, on a single-tenant or data-on-premises basis.

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 an individual inventor, for your own personal patent-related needs; or if you are a qualified patent attorney, registered patent agent, or law firm, for the internal business purposes of your own clients; or if you are a patent illustrator or other professional service provider, for your own work product or that of your clients). The license includes access to the Services, supporting documentation made available by Boundly (the “Documentation”), and all updates, improvements, and new versions provided by Boundly during the Subscription Term.

The license is granted for the number of Authorized Users and the Service Capacity set forth in the Order Form. Authorized Users must be your employees or authorized contractors and may not share credentials.

Boundly may modify, enhance, or discontinue features of the Services at any time, provided that no such change will materially reduce the core functionality or security posture of the Services for which you have paid Fees during the then-current Subscription Term.

3. Fees, Payment, Trials, and Refunds

3.1 Fees and Invoicing

You shall pay Boundly the fees set forth in the Order Form or applicable subscription page (“Fees”). Plan Fees are calculated per seat per billing period. Usage allowances (such as AI Studio sessions, prior-art searches, illustrations, and rejection simulations) are pooled organization-wide and not enforced on a per-seat basis unless otherwise stated in the Order Form. Actual consumption against an allowance may vary based on the model selected and the complexity of each request. Fees are payable in advance (monthly or annually as selected) and are non-refundable except as expressly provided in Section 3.3 or 3.4. 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, whichever is lower. You are responsible for all taxes (excluding those based on Boundly’s net income). If you upgrade or downgrade mid-term, Fees are prorated based on the effective date of the change.

3.2 Fee Changes and Capacity Adjustments

Boundly may increase Fees upon renewal with at least 45 days’ notice for annual subscriptions or 20 days’ notice for monthly subscriptions. 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 may 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.

3.3 Free Trial

If Boundly offers you a free trial, the trial begins on the date you first access the Services and continues for the period specified in your subscription page, Order Form, or other written agreement between the parties (currently seven (7) days for standard subscribers; Boundly may offer extended trials for Enterprise customers, beta-program participants, or as otherwise agreed in writing). At the end of the trial period, your subscription will automatically convert to a paid subscription on the plan you selected unless you cancel before the trial ends. During any free trial: (a) the Services are provided “AS IS” with no warranties of any kind, and (b) Boundly’s aggregate liability arising out of or related to the trial is capped at one hundred U.S. dollars (US $100) as further provided in Section 9.

3.4 30-Day Money-Back Guarantee

If you are a new Customer purchasing your first paid subscription directly from boundly.ai (excluding Enterprise subscriptions, Illustrator Marketplace fees, and any usage-based or top-up Fees), you may request a full refund of subscription Fees within thirty (30) days of your initial payment by contacting [email protected]. The money-back guarantee is limited to one refund per Customer; subsequent renewals, upgrades, and add-on purchases are non-refundable.

3.5 Suspension for Non-Payment

Boundly may suspend access to the Services if amounts due remain unpaid more than 14 days after the invoice due date, until all amounts owed (including accrued interest) have been paid in full. Suspension does not relieve Customer of its obligation to pay accrued Fees.

3.6 Usage Top-Ups and Credits

Customer may purchase additional usage credits (e.g., the $50 or $100 top-ups described on the subscription page) to cover usage beyond the included Service Capacity. Top-up purchases require Admin approval where Customer’s account is configured to require it. Top-up credits are non-refundable but roll forward across billing periods during an active subscription on the same plan. Unused credits are forfeited upon termination, expiration, or downgrade and do not entitle Customer to a refund.

4. Customer Data and Intellectual Property

4.1 Ownership

You retain all right, title, and interest in and to all Inputs and Customer Data, including all intellectual property rights therein. To the extent Boundly may have any right, title, or interest in any Output generated from your Inputs, Boundly hereby irrevocably assigns and transfers all such right, title, and interest to you. Boundly will sign such instruments and take such further actions as you may reasonably request to perfect this assignment, at your expense.

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 (a) provide, maintain, and support the Services, (b) prevent or address service or technical issues, and (c) comply with law or enforce this Agreement.

4.3 No Training; Subprocessor Flow-Down

Boundly does not, and shall not permit any third-party model provider, subprocessor, or other third party to, use any Customer Data (including Inputs or Outputs) to train, retrain, evaluate, fine-tune, or otherwise modify any AI models or systems for itself or any third party. Boundly contractually requires its third-party model providers to (a) not use Customer Data to train, validate, evaluate, or fine-tune any AI models, (b) limit retention of Customer Data to what is required to process requests and for compliance with applicable law, and (c) opt out of any human-review or abuse-monitoring program where opt-out is offered.

A current list of Boundly’s subprocessors is maintained at https://trust.boundly.ai/?tab=subprocessors and is incorporated by reference. Boundly will provide at least 30 days’ notice (via email or in-product notice) of any new subprocessor that will materially process Customer Data.

4.4 Security and Confidentiality of Customer Data

All Customer Data is deemed Confidential Information. Boundly maintains the security commitments described at the Boundly Trust Center (https://trust.boundly.ai), which include encryption of Customer Data in transit (TLS 1.3 or higher) and at rest (AES-256), role-based access controls, audit logging, an active SOC 2 Type 2 attestation, and an ISO 27001 audit expected to complete in June 2026. Boundly may update its security practices from time to time, provided that no update will materially reduce the security posture in effect on the Effective Date.

4.5 Data Residency

For Customers on Enterprise plans, Customer Data shall be stored and processed only within the geographic territory specified in the applicable Order Form (the “Territory”). Boundly will not transfer Customer Data outside the Territory without Customer’s prior written consent. For Customers on other plans, Boundly processes Customer Data in the United States or other regions Boundly may make available, in each case subject to Sections 4.3 and 4.4.

4.6 Reactivation, Data Portability, and Deletion

For thirty (30) days after termination or expiration of all Order Forms (the “Post-Termination Window”), Customer may (i) reactivate the subscription on its prior terms or (ii) export its Customer Data in a structured, commonly used, machine-readable format. Following the Post-Termination Window, Boundly will delete Customer Data from production systems within thirty (30) days. Customer Data may persist in encrypted backups for up to ninety (90) days thereafter, after which it is destroyed in the ordinary course. Boundly will provide written certification of deletion upon Customer’s request. Customer may request earlier deletion at any time by emailing [email protected].

4.7 Boundly Templates

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

4.8 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

6.1 General Restrictions

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

• Reverse engineer, decompile, or attempt to discover the source code or training data of the Services, except to the extent expressly permitted by applicable law;
• Modify, adapt, or create derivative works based on the Services;
• Copy, rent, lease, sell, or transfer rights to the Services;
• Use the Services to develop a product or service that competes with the Services or with the underlying AI models the Services use;
• Remove or alter proprietary notices;
• Interfere with the Services or bypass security or rate-limit measures;
• Submit Inputs you are not authorized to submit;
• Represent any Output as having been generated by a human (when materially relevant);
• Permit access by any user other than an Authorized User; or
• Use the Services for any illegal or unauthorized purpose, including in violation of third-party rights.

6.2 Restricted Content

You shall not submit to the Services any of the following categories of data unless you have a written Order Form or other written agreement with Boundly that expressly permits and accommodates such category:

• Protected Health Information (“PHI”) subject to HIPAA;
• Information subject to the Gramm–Leach–Bliley Act (“GLBA”) or the Family Educational Rights and Privacy Act (“FERPA”);
• Cardholder Data subject to PCI-DSS;
• Information about minors subject to COPPA;
• Government-classified information; or
• Technology subject to the International Traffic in Arms Regulations (“ITAR”).

Personal data of inventors, applicants, agents, and other parties typically reflected in patent applications, prosecution materials, and IDS forms is permitted as part of normal Service use.

6.3 Export Controls and Sanctions

You represent and warrant that (a) you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. trade sanctions; (b) you are not on any U.S. government list of denied or restricted parties (including the Specially Designated Nationals List, the Denied Persons List, the Entity List, or the Unverified List); and (c) you will not use the Services to export, re-export, or transfer technology in violation of the U.S. Export Administration Regulations (“EAR”), ITAR, or any other applicable export-control or sanctions law. You are solely responsible for determining whether any technology described in your Inputs is subject to export controls and for complying with any such requirements.

6.4 User Acknowledgments

Customer acknowledges that:

• Boundly is not a law firm and does not provide legal advice; no attorney-client relationship or privilege is created by use of the Services.
• If Customer is a registered patent attorney, registered patent agent, or other licensed legal professional, Customer remains solely responsible for compliance with all applicable rules of professional conduct, including without limitation USPTO Rule 11 (37 C.F.R. § 11) and applicable state bar rules of professional conduct, and for any obligation to supervise the use of artificial intelligence in client work.
• If Customer is an individual inventor or other unrepresented party using the Services for self-prepared filings, Customer is strongly encouraged to obtain qualified legal counsel before filing.
• Any communication of Outputs to clients, the USPTO, foreign patent offices, or other third parties remains Customer’s responsibility, including any required disclosures regarding the use of AI in the work product.

7. Warranties and Disclaimers

7.1 Boundly Warranties

Boundly warrants that during the Subscription Term it will provide the Services in a professional manner consistent with industry standards and that the Services will substantially conform to the Documentation. As Customer’s exclusive remedy for breach of this warranty, Boundly will use commercially reasonable efforts to correct the non-conforming Service or, if Boundly is unable to do so within a reasonable time, terminate the affected Service and refund any pre-paid Fees applicable to the unused portion of 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 AI Output Disclaimer

THE SERVICES PRODUCE OUTPUTS USING ARTIFICIAL INTELLIGENCE TECHNOLOGIES THAT BY THEIR NATURE ARE NOT ERROR-FREE. OUTPUTS MAY BE INCOMPLETE, INACCURATE, OUT-OF-DATE, OR UNFIT FOR ANY PARTICULAR PURPOSE. STATISTICAL CLAIMS REGARDING THE SERVICES (INCLUDING DETECTION RATES, BENCHMARK COMPARISONS, AND COST- OR TIME-SAVINGS FIGURES) ARE ILLUSTRATIVE AND BASED ON INTERNAL OR PUBLIC BENCHMARKS; NO SPECIFIC ACCURACY, BENCHMARK PERFORMANCE, OR SAVINGS IS WARRANTED FOR ANY PARTICULAR USE. BOUNDLY DOES NOT WARRANT THAT ANY OUTPUT IS NOVEL, NON-OBVIOUS, PATENTABLE, OR FREE FROM INFRINGEMENT, MISAPPROPRIATION, OR INCORPORATION OF THIRD-PARTY INTELLECTUAL PROPERTY. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING AND CLEARING ALL OUTPUTS PRIOR TO USE.

7.4 Beta and Preview Services

From time to time, Boundly may make features or services available as “beta,” “preview,” “early access,” or similar (collectively, “Preview Services”). Preview Services are provided AS IS and AS AVAILABLE, may be modified or withdrawn at any time without notice, and are excluded from any service-level commitment. Outputs from Preview Services are subject to Section 7.3, and production reliance on Preview Services is at your sole risk.

7.5 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 WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE SERVICES DO NOT CONSTITUTE LEGAL ADVICE, AND NO ATTORNEY-CLIENT RELATIONSHIP IS CREATED. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING ALL OUTPUTS AND CONSULTING QUALIFIED LEGAL COUNSEL.

8. Indemnification

8.1 Indemnification by Boundly

Boundly will defend Customer against any third-party claim alleging that Customer’s use of the Services in accordance with this Agreement infringes the third party’s U.S. patent, copyright, or trademark, or misappropriates the third party’s trade secret (an “IP Claim”), and will pay any settlement Boundly approves and any final award entered against Customer in connection with such IP Claim. If a Service becomes, or in Boundly’s opinion is likely to become, the subject of an IP Claim, Boundly may at its option (a) procure for Customer the right to continue using the Service, (b) modify the Service to make it non-infringing, or (c) terminate the affected Service and refund any pre-paid Fees applicable to the unused portion of the Subscription Term. Boundly’s obligations under this Section 8.1 do not apply to the extent any IP Claim arises from (i) Customer’s modification of an Output, (ii) Customer’s combination of Outputs with materials not provided by Boundly, (iii) Customer’s continued use of the Service after notice of an alleged infringement, or (iv) Customer Data.

8.2 Indemnification by Customer

Customer will defend Boundly from and against any third-party claim arising from (a) Customer’s breach of this Agreement, (b) Customer’s violation of applicable law, (c) Customer Data or Customer’s submission of Inputs (including any claim that Customer Data infringes third-party rights), or (d) Customer’s modification or use of Outputs in a manner not contemplated by this Agreement.

8.3 Procedure

The indemnified party shall (i) promptly notify the indemnifying party of the claim, (ii) give the indemnifying party sole control of the defense and settlement (provided that no settlement may impose any obligation or admission on the indemnified party without its prior written consent), and (iii) cooperate reasonably at the indemnifying party’s expense.

9. Limitation of Liability

9.1 General Cap

EXCEPT AS PROVIDED IN SECTIONS 9.2, 9.3, AND 9.4, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO BOUNDLY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM (THE “GENERAL CAP”).

9.2 Super-Cap for Indemnification and Sensitive Breaches

WITH RESPECT TO (I) INDEMNIFICATION OBLIGATIONS UNDER SECTION 8, (II) BREACHES OF SECTION 4 (CUSTOMER DATA AND INTELLECTUAL PROPERTY), OR (III) BREACHES OF SECTION 5 (CONFIDENTIALITY), THE AGGREGATE LIABILITY OF THE BREACHING OR INDEMNIFYING PARTY SHALL NOT EXCEED TWO (2) TIMES THE GENERAL CAP.

9.3 Uncapped Items

NO LIMIT APPLIES TO (I) CUSTOMER’S PAYMENT OBLIGATIONS TO BOUNDLY, (II) GROSS NEGLIGENCE, OR (III) WILLFUL MISCONDUCT.

9.4 Free Trial Cap

DURING ANY FREE TRIAL, BOUNDLY’S AGGREGATE LIABILITY IS LIMITED TO ONE HUNDRED U.S. DOLLARS (US $100) AS PROVIDED IN SECTION 3.3. THIS CAP APPLIES NOTWITHSTANDING SECTIONS 9.1 AND 9.2.

9.5 Excluded Damages

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

10. Term and Termination

10.1 Term

This Agreement begins on the Effective Date and continues until all Order Forms have expired or been 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 subscriptions) or 90 days (annual subscriptions) prior to the renewal date.

10.3 Termination for Cause

Either party may terminate this Agreement for material breach that remains uncured 30 days after written notice (or 7 days for breach of Customer’s payment obligations). Boundly may also suspend or terminate access immediately upon notice if Customer’s usage materially exceeds Service Capacity or fair-use limits despite prior notice, or if Boundly reasonably believes Customer’s use poses a security risk or violates law.

10.4 Effect of Termination

Upon termination or expiration: (a) all licenses granted under this Agreement immediately terminate; (b) Customer shall cease all use of the Services; (c) data export and deletion shall proceed in accordance with Section 4.6; (d) Fees paid for the current Subscription Term are non-refundable except as expressly provided herein; and (e) any unpaid Fees become immediately due. Sections 4.1, 4.6, 4.8, 5, 6, 7.3, 7.5, 8, 9, 10.4, 11.4, 11.7, and 13 survive termination.

11. Illustrator Marketplace

11.1 Service Description

The Illustrator Marketplace allows Customer to be introduced to independent third-party patent illustrators (“Illustrators”) for human-prepared figures or related services not generated by AI (“Marketplace Services”). The Marketplace is available to Customers on plans that include marketplace access (see your Order Form or subscription page).

11.2 Boundly’s Role

Boundly’s role in the Marketplace is limited to making introductions and providing infrastructure for messaging and scope definition. The contract for Marketplace Services is between Customer and the Illustrator directly; Boundly is not a party to that engagement, is not the provider of Marketplace Services, and is not the merchant of record. Illustrators set their own rates and timelines and are independent contractors of Customer (and not of Boundly). Boundly makes no warranty regarding any Illustrator beyond the vetting described in Section 11.3 and is not responsible for the quality, timeliness, accuracy, or legality of Marketplace Services. Boundly may charge Customer or the Illustrator a connection or referral fee separate from amounts owed for Marketplace Services.

11.3 Illustrator Vetting

Before granting Marketplace access to an Illustrator, Boundly verifies the Illustrator’s identity, reviews the Illustrator’s portfolio, confirms a stated minimum level of professional experience, and requires execution of Boundly’s standard Illustrator Agreement (which includes confidentiality obligations covering Customer Data). Boundly does not perform background checks, license verification, or other diligence beyond the foregoing.

11.4 Customer Materials and IP

Materials Customer submits in connection with Marketplace Services are Customer Data and are subject to Sections 4 and 5. Boundly contractually requires Illustrators to (a) keep Customer Data strictly confidential, (b) use Customer Data solely to perform Marketplace Services, and (c) assign to Customer all right, title, and interest in deliverables produced as Marketplace Services on a work-for-hire basis or, where work-for-hire is unavailable, by way of irrevocable assignment.

11.5 Fees and Payment

Marketplace Services are billed and paid directly between Customer and the Illustrator (or via a payment processor designated for that purpose). Marketplace fees are not subscription Fees and are excluded from the 30-day money-back guarantee in Section 3.4 and from any refund obligation in this Agreement.

11.6 Disputes Between Customer and Illustrator

Disputes between Customer and an Illustrator regarding Marketplace Services are between those parties. Boundly may, in its discretion, assist with resolution but is not obligated to mediate, arbitrate, or refund.

11.7 No-Circumvention

For twelve (12) months after Customer is introduced to an Illustrator through the Marketplace, Customer shall not directly engage that Illustrator outside the Marketplace for substantially similar services unless the Illustrator has separately offered such services to Customer outside the Marketplace prior to the introduction.

11.8 Termination of Marketplace Access

Boundly may suspend or terminate Customer’s access to the Marketplace at any time without affecting Customer’s other Services if Boundly reasonably believes Customer has violated this Section 11 or Boundly’s marketplace policies.

12. Referral and Partner Programs

If Customer is a participant in Boundly’s Referral Program, Partner Program, or any similar program, Customer’s participation is governed by the separate Partner Program Agreement made available at the time of enrollment. Nothing in any such program creates an agency, joint venture, or employment relationship between Boundly and the participant.

13. Miscellaneous

13.1 Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Except as provided below, any dispute, claim, or controversy arising out of or relating to this Agreement, including the formation, interpretation, breach, or termination thereof, shall be finally resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures (or its Streamlined Arbitration Rules and Procedures for claims under $250,000). The arbitration shall be conducted in Wilmington, Delaware, by a single arbitrator, in the English language, and the arbitrator’s decision shall be final and binding. Judgment on the award may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information, without first submitting the matter to arbitration.

EACH PARTY IRREVOCABLY WAIVES (A) ANY RIGHT TO A JURY TRIAL AND (B) ANY RIGHT TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST THE OTHER PARTY. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONSOLIDATE OR JOIN CLAIMS OR TO PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

The U.N. Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

13.2 Modifications to These Terms

Boundly may update these Terms from time to time. For material changes, Boundly will provide at least 30 days’ advance notice by email to your account contact or by in-product notice; non-material changes are effective upon posting. Continued use of the Services after the effective date of an update constitutes acceptance. Material changes that reduce Customer’s rights under Section 4 (Customer Data and Intellectual Property) or Section 5 (Confidentiality) require Customer’s express written consent. This Section 13.2 governs amendments to these Terms; amendments to any Order Form require a writing signed by both parties.

13.3 Entire Agreement

This Agreement, together with all Order Forms, the Privacy Policy, the Cookie Policy, any Data Processing Addendum (where applicable), and any other policies expressly referenced herein, constitutes the entire agreement between the parties on its subject matter and supersedes all prior understandings. In the event of conflict, the order of precedence is: (1) the Order Form, (2) any Data Processing Addendum, (3) these Terms, (4) other policies referenced herein.

13.4 Assignment

Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign this Agreement to a successor in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, in which case notice to the other party is sufficient.

13.5 Force Majeure

Neither party shall be liable for any delay or failure to perform caused by circumstances beyond its reasonable control (e.g., acts of God, war, terrorism, civil disturbance, pandemic, government action, denial-of-service attack, or failure of public utility or telecommunications). If a force-majeure event continues for more than 30 consecutive days, either party may terminate the affected Order Form upon written notice without further liability.

13.6 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force, and the invalid provision will be modified to the minimum extent necessary to make it enforceable.

13.7 Notices

Notices to Boundly must be sent in writing to [email protected] (please mark legal notices “ATTN: Legal” in the subject line) or to such other address as Boundly may designate. Notices to Customer may be sent to the email address associated with Customer’s account. Notices are deemed given upon receipt.

13.8 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

13.9 No Third-Party Beneficiaries

This Agreement does not confer any rights or remedies on any person other than the parties (and their permitted successors and assigns), except as expressly set forth in Sections 8 and 11.4.

13.10 Headings; Interpretation

Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.”