Last updated July 13, 2026
Thank you for choosing PatentDJ. Please read these Terms of Service (this “Agreement”) carefully. This Agreement is a legally binding contract between you, the user (“you” or “your”), and PatentDJ LLC, a Massachusetts limited liability company (“PatentDJ,” “we,” “us,” or “our”) (each a “Party” and together the “Parties”), and governs your access to and use of the Services. If you use the Services on behalf of a company or other entity, “you” includes that entity, and you represent that you have the authority to bind that entity to this Agreement.
Acceptance. You accept this Agreement by clicking a button or checking a box indicating your agreement (such as “I Agree”), registering an Account, purchasing Credits, entering into an Order Form or License Agreement that references this Agreement, or accessing or using the Services, whichever occurs first. Each User must accept this Agreement before accessing the Services. You represent that you are at least 18 years old and have the legal capacity to enter into this Agreement. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES.
Order of Precedence. If you and PatentDJ have entered into an Order Form or License Agreement, its terms are incorporated into and form part of this Agreement, and in the event of a conflict, the Order Form or License Agreement controls with respect to that Order Form or License Agreement only; this Agreement otherwise remains unmodified.
Privacy. Our collection, use, and disclosure of information, including how Your Data is handled and routed, is described in our Privacy Policy, available at www.patentdj.com/privacy. Please review it carefully.
Arbitration Notice. SECTION 12 OF THIS AGREEMENT REQUIRES THAT MOST DISPUTES BETWEEN YOU AND PATENTDJ BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION AND INCLUDES A WAIVER OF JURY TRIALS AND CLASS ACTIONS.
The following capitalized terms have the meanings set forth below. Other terms are defined where they first appear in this Agreement.
“Account” means a password-protected account, with a unique username, used to access the Services and the Site.
“Beta Services” means features, functionality, or services that PatentDJ designates as beta, trial, pilot, preview, early access, evaluation, non-production, or by a similar designation.
“Confidential Information” means non-public information that a Party (the “Disclosing Party”) or its affiliates discloses to the other Party (the “Receiving Party”) in connection with this Agreement that is identified as confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of its disclosure, which may include technical, product, security, business, financial, and pricing information. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was known to the Receiving Party, without restriction, before receipt from the Disclosing Party; (iii) is received from a third party without breach of an obligation of confidentiality; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.
“Credit” means a prepaid usage right permitting you to conduct one (1) search and generate one (1) associated analysis report through the Site, as further described in Section 11.7.
“Effective Date” means the earliest of the date you: (a) enter into an Order Form or License Agreement with PatentDJ; (b) access or use the Services; or (c) register an Account.
“Feedback” means suggestions, ideas, recommendations, or other feedback you provide to PatentDJ relating to the Services or our business.
“Intellectual Property Rights” means all intellectual property and proprietary rights throughout the world, whether registered or unregistered, including rights in and to patents, inventions, copyrights, works of authorship, trademarks, trade names, service marks, domain names, trade secrets, know-how, data, databases, software, algorithms, and designs, together with all applications, registrations, renewals, and extensions of any of the foregoing.
“License Agreement” means a separate written agreement between you and PatentDJ, signed by both Parties, governing use of the Services.
“Order Form” means a PatentDJ-authorized ordering document, entered into between you and PatentDJ, specifying the Services to be provided, including all exhibits, amendments, addenda, and attachments to it.
“PatentDJ Data” means the software, models, algorithms, code, templates, report formats, insights, analytics, documentation, and other technology, materials, and data owned or licensed by PatentDJ and used to provide, operate, or improve the Services, including Usage Data, but excluding Your Data and Service Materials.
“Personal Information” means information about an identifiable individual, as further defined under applicable federal and state privacy laws.
“Service(s)” means PatentDJ’s platform-based, artificial intelligence (AI) powered intellectual property (IP) analysis software, including associated search, review, and reporting functionality, made available at the Site or as otherwise specified in an Order Form or License Agreement.
“Service Materials” means outputs generated by the Services in response to Your Data, including search results, claim charts, reports, and analyses.
“Site” means www.patentdj.com.
“Term” means (a) for Services purchased under an Order Form or License Agreement, the subscription period stated in it, and (b) for use of the Services without an Order Form or License Agreement, the period beginning on the Effective Date and continuing until this Agreement is terminated in accordance with Section 10.
“Usage Data” means aggregated or de-identified performance metrics, usage statistics, and related technical information regarding access to and use of the Services, subject to the limitations in Section 3.2.
“User” means you and any individual who accesses the Site or uses the Services through an Account.
“Your Data” means data, information, content, records, and files that you (or a User under your Account) upload to, enter into, transmit to, or submit through the Services, including the content of your queries.
2.1 License. Subject to this Agreement and any applicable Order Form or License Agreement, PatentDJ grants you a limited, non-exclusive, non-transferable (except as permitted under Section 14.1) license to access and use the Services during the Term for your internal business or personal purposes.
2.2 Deployment. Unless otherwise specified in an Order Form or License Agreement, the Services are provided on a hosted, software-as-a-service basis. An Order Form or License Agreement may provide for an alternative deployment model (for example, deployment of the platform within your own hosted environment so that Your Data does not leave your systems), in which case the applicable Order Form or License Agreement governs that deployment.
2.3 Use Responsibilities. You will: (a) comply with this Agreement and ensure that each User accessing the Services through your Account complies with this Agreement, and you are responsible for the acts and omissions of each such User as if they were your own; (b) be responsible for the accuracy, quality, completeness, and legality of Your Data and for the means by which you acquired it; (c) own Your Data or obtain all consents, licenses, permissions, releases, and rights necessary for us to use Your Data as contemplated by this Agreement; (d) use commercially reasonable efforts to ensure that Your Data does not contain any virus, malware, or other harmful code; and (e) use the Services only in accordance with this Agreement and applicable laws and regulations.
2.4 Prohibited Uses. You will not, and will ensure that Users do not: (a) share Account credentials or permit any person other than a User under your Account to access the Services; (b) sell, resell, rent, lease, sublicense, or otherwise commercialize access to the Services or Credits, or make the Services available to third parties on a service-bureau, timesharing, white-label, or outsourced basis; (c) frame or mirror any part of the Services or incorporate the Services into any other product or service; (d) damage, disable, overburden, or impair the functioning of any part of the Services; (e) remove, obscure, or alter any proprietary notices on the Services or Service Materials; (f) use the Services for any unlawful, fraudulent, or deceptive purpose; (g) reverse engineer, decompile, disassemble, or otherwise attempt to derive or discover the source code, architecture, models, or algorithms of the Services, in whole or in part, or use the Services to develop a competing product or service; (h) interfere with or disrupt the integrity or performance of the Services or any third-party data contained in them; (i) attempt to gain unauthorized access to the Services or perform penetration or other security testing on the Services or related systems or networks without our prior written consent; (j) access or use the Services in a manner that circumvents a usage limit, Credit metering, or other contractual restriction; (k) copy the Services or any feature, function, or user interface of the Services; (l) interfere with any other person’s use or enjoyment of the Services; (m) use the Services or Service Materials to develop, train, improve, or benchmark any machine learning model or any product or service that competes with the Services; or (n) use any automated means to scrape, harvest, or bulk-extract data from the Services beyond their intended functionality.
2.5 Suspension. We may temporarily suspend your or any User’s access to all or part of the Services (each, a “Suspension”) if: (a) we reasonably determine that (i) there is a threat to or attack on the Services or the systems used to provide them; (ii) your or a User’s use of the Services disrupts the Services or poses a security risk to us or to any other customer or vendor; (iii) the Services are being used through your Account for fraudulent or unlawful activity; (iv) subject to applicable law, you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors, or become the subject of a bankruptcy, insolvency, receivership, or similar proceeding; or (v) our provision of the Services to you is prohibited by applicable law; (b) a vendor or subcontractor suspends or terminates our access to any third-party product or service required to provide the Services; (c) we are performing scheduled or emergency maintenance; or (d) you are more than fifteen (15) days in arrears on payment of undisputed fees. We will use commercially reasonable efforts to notify you of a Suspension, to provide updates regarding resumption of access, and to restore access promptly after the underlying cause is resolved. We will have no liability for losses resulting from a Suspension. We will not suspend access under clause (d) while you are disputing the applicable charges reasonably and in good faith and cooperating diligently to resolve the dispute.
2.6 Modifications to the Services. The Services are a continually evolving platform, and we may modify them from time to time. You are required to accept patches, bug fixes, and updates that we make available. We will use commercially reasonable efforts to notify you in advance of material modifications, other than modifications that add to or enhance features or functionality, and we will not materially degrade the core functionality of Services you have prepaid for during the then-current Term.
2.7 Subcontractors. We may use subcontractors of our choosing to assist in providing the Services. Our use of subcontractors does not relieve us of our obligations under this Agreement.
2.8 Third-Party Products. We may make third-party products or services available for use with the Services (“Third-Party Products”), as may be further described in an Order Form or License Agreement. Third-Party Products are governed by their own terms and conditions. We make no representations or warranties regarding, and do not endorse, any Third-Party Product; we do not guarantee the continued availability of any Third-Party Product; and we may disable a Third-Party Product at any time. Except to the extent caused by our gross negligence or willful misconduct in providing the Services, we disclaim all responsibility and liability arising from your use of Third-Party Products.
2.9 Public Content. As part of the Services, PatentDJ may make available access to information and materials relating to intellectual property that are publicly accessible, including issued patents, published patent applications, patent-related filings, technical publications, and scholarly or scientific materials (“Public Content”). Public Content is deemed a Third-Party Product, and you acknowledge that PatentDJ neither controls nor assumes responsibility for the underlying content, availability, or maintenance of Public Content. Public Content may be retrieved, indexed, linked, displayed, processed, or otherwise surfaced through proprietary code, algorithms, software, workflows, or integrations used in connection with the Services, including resources maintained by third parties such as publicly available patent repositories and research databases. Except where expressly stated otherwise, PatentDJ does not claim ownership of Public Content; ownership of, and all Intellectual Property Rights in, Public Content remain with the applicable rights holders. Access to or use of Public Content through the Services does not transfer to you any ownership interest or Intellectual Property Rights in Public Content. Because the Services depend on external providers, publicly available repositories, and large volumes of information that change over time, PatentDJ cannot and does not warrant that Public Content made available through the Services will be complete, current, accurate, uninterrupted, or suitable for any particular use case, legal matter, commercial objective, or research purpose. You are responsible for independently evaluating and verifying Public Content before relying on it. Public Content is provided on an “as is” and “as available” basis, without representations or warranties of any kind.
2.10 Free Trials and Beta Services. We may, at our discretion, make free trials of the Services or Beta Services available to you at no charge. Free trials and Beta Services are provided for evaluation purposes; may contain errors; may be modified, suspended, or discontinued at any time without notice; and may be subject to additional terms. Beta Services are not “Services” for purposes of any performance commitment in this Agreement or any Order Form or License Agreement, and we have no obligation to provide support for, or to make generally available, any Beta Service. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, FREE TRIALS AND BETA SERVICES ARE PROVIDED “AS IS,” AND OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO FREE TRIALS AND BETA SERVICES WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100).
3.1 Accounts. PatentDJ will enable you to create one or more Accounts with a unique username and a password of your choosing. You will keep your credentials confidential, will not share your Account or credentials with any other person, and will ensure that the Services are accessed only through valid Accounts. You are responsible for all activity under your Account, and any act or omission occurring under your Account will be deemed your act or omission. Notify us promptly at security@patentdj.com of any unauthorized use of your Account or credentials.
3.2 Your Data. As between you and PatentDJ, you own Your Data and all Intellectual Property Rights in it. You grant us a non-exclusive, worldwide, royalty-free right to host, access, use, process, display, and transmit Your Data solely as reasonably required to: (a) provide the Services to you; (b) generate Usage Data as described below; and (c) monitor, maintain, secure, and improve the Services and underlying systems, in each case consistent with our Privacy Policy. We may create, retain, and use Usage Data during and after the Term to analyze, benchmark, maintain, and improve the Services, provided that Usage Data (i) is aggregated or de-identified, (ii) does not include your uploaded documents or the content of your queries, and (iii) does not identify you and cannot reasonably be traced back to you.
3.3 No AI Training; Third-Party AI Processing. PatentDJ does not use Your Data or Service Materials to train or fine-tune any artificial intelligence or machine learning model. The Services use third-party AI models and infrastructure to process queries. Where Your Data is transmitted to a third-party provider, it is transmitted only as needed to process your requests and without information identifying you as its source, and we configure the settings made available by each such provider so that the provider does not use Your Data to train its models, in each case as further described in our Privacy Policy.
3.4 Personal Information and Third-Party Rights. You are responsible for ensuring that Your Data may lawfully be used in connection with the Services. You represent and warrant, on an ongoing basis, that: (a) to the extent Your Data contains Personal Information, you have provided all notices and obtained all consents and authorizations required by applicable law so that we and any relevant third parties may lawfully collect, store, access, use, disclose, and transmit that information in the course of delivering the Services; and (b) Your Data does not and will not infringe, misappropriate, or otherwise violate the Intellectual Property Rights, privacy rights, or other legally protected rights of any third party.
4.1 PatentDJ Intellectual Property. As between the Parties, PatentDJ retains all right, title, and interest, including all Intellectual Property Rights, in and to the Services and PatentDJ Data, in any form or format, including all improvements, enhancements, and modifications, and anything else developed or delivered by or on behalf of PatentDJ under this Agreement (other than Service Materials, which are addressed in Section 4.3). No rights are granted to you except as expressly set forth in this Agreement.
4.2 Your Intellectual Property. As between the Parties, you retain all right, title, and interest, including all Intellectual Property Rights, in and to Your Data.
4.3 Service Materials. You acknowledge and agree that this Agreement describes a contract for services and not for goods or products. Subject to your compliance with this Agreement and payment of all applicable fees, PatentDJ hereby assigns to you all of its right, title, and interest, if any, in and to Service Materials generated by the Services in response to Your Data. This assignment does not include, and PatentDJ retains all rights in: (a) the Services and PatentDJ Data, including the software, models, algorithms, templates, and report formats used to generate Service Materials; and (b) Public Content reflected in Service Materials, rights in which remain with the applicable third-party rights holders. You may use Service Materials for any lawful purpose, including sharing reports, claim charts, and other Service Materials with your affiliates, advisors, portfolio companies, and other third parties in the ordinary course of your business, provided that nothing in this Agreement grants any such recipient a right to access the Services. You acknowledge that: (i) machine learning systems may generate identical or similar outputs for different users, this Agreement grants you no rights in outputs generated for other users, and PatentDJ has no obligation to prevent such similarity; and (ii) the availability and scope of intellectual property protection for AI-generated content is unsettled under applicable law, and PatentDJ makes no representation that Intellectual Property Rights can be obtained, perfected, or enforced in any Service Materials.
4.4 No Jointly Owned Intellectual Property. Nothing in this Agreement creates any jointly owned Intellectual Property Rights, and neither Party will assert that any jointly owned rights arise as a result of this Agreement.
4.5 Feedback. You have no obligation to provide Feedback. If you choose to provide Feedback, you grant PatentDJ a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, and otherwise exploit the Feedback for any purpose, without restriction, attribution, or compensation to you. Feedback is not your Confidential Information.
4.6 Publicity. You hereby grant PatentDJ a limited, irrevocable, worldwide, royalty-free license to use your company name and logo on our website and in our marketing materials, solely to identify you as a user of the Services and to attribute any Feedback you provide.
5.1 Obligations. Each Party may receive Confidential Information of the other in connection with this Agreement. Your Confidential Information includes Your Data and the content of your queries; PatentDJ’s Confidential Information includes the Services, PatentDJ Data, and non-public information regarding our technology, security, and business. The Receiving Party will: (a) use the Disclosing Party’s Confidential Information only to exercise its rights and perform its obligations under this Agreement; and (b) protect the Disclosing Party’s Confidential Information using at least the degree of care it uses to protect its own comparable information, and in no event less than reasonable care, including by limiting access to those of its employees, advisors, and contractors who need access for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as this Section 5. These obligations continue for three (3) years after termination or expiration of this Agreement, except that obligations with respect to (i) Your Data and the content of your queries continue for as long as we retain them, and (ii) any trade secret continue for as long as the information remains a trade secret under applicable law.
5.2 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by law or legal process, provided that (to the extent legally permitted) it gives the Disclosing Party prompt notice sufficient to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure, and provides reasonable cooperation at the Disclosing Party’s expense.
5.3 Equitable Relief. Each Party acknowledges that a breach of this Section 5 may cause the Disclosing Party irreparable harm for which monetary damages may be inadequate, and the Disclosing Party may seek injunctive or other equitable relief, in addition to all other remedies available at law or in equity.
EXCEPT AS EXPRESSLY SET FORTH IN AN ORDER FORM OR LICENSE AGREEMENT, THE SERVICES, SERVICE MATERIALS, AND PUBLIC CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PATENTDJ DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, PATENTDJ DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES OR SERVICE MATERIALS WILL BE ACCURATE, COMPLETE, OR RELIABLE; AND PATENTDJ MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU; IN THAT CASE, PATENTDJ’S WARRANTIES ARE LIMITED TO THE MINIMUM SCOPE AND DURATION REQUIRED BY APPLICABLE LAW.
7.1 AI-Generated Outputs. THE SERVICES USE ARTIFICIAL INTELLIGENCE. SERVICE MATERIALS MAY CONTAIN ERRORS, OMISSIONS, OR INACCURACIES; MAY BE INCOMPLETE OR OUTDATED; AND MAY NOT IDENTIFY ALL RELEVANT PRIOR ART, PATENTS, APPLICATIONS, OR PUBLICATIONS. YOU ARE RESPONSIBLE FOR INDEPENDENTLY REVIEWING AND VERIFYING ALL SERVICE MATERIALS BEFORE RELYING OR ACTING ON THEM. WITHOUT LIMITING THE FOREGOING, PATENTDJ MAKES NO REPRESENTATION OR WARRANTY THAT ANY INVENTION IS OR IS NOT PATENTABLE; THAT ANY PATENT OR CLAIM IS VALID, INVALID, ENFORCEABLE, INFRINGED, OR NOT INFRINGED; OR THAT ANY PRODUCT OR ACTIVITY IS FREE TO OPERATE. SERVICE MATERIALS ARE NOT A SUBSTITUTE FOR A PROFESSIONAL SEARCH, OPINION, OR ANALYSIS PERFORMED BY QUALIFIED COUNSEL.
7.2 No Legal Advice. PATENTDJ IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL ADVICE. NOTHING IN THE SERVICES OR SERVICE MATERIALS CONSTITUTES LEGAL ADVICE, AND NO ATTORNEY-CLIENT RELATIONSHIP IS CREATED BETWEEN YOU AND PATENTDJ. YOU ACCEPT FULL RESPONSIBILITY FOR DETERMINING THE VALUE OF, AND FOR ANY USE YOU MAKE OF, THE SERVICES AND SERVICE MATERIALS, AND FOR OBTAINING THE ASSISTANCE OF A PROPERLY LICENSED ATTORNEY TO ASSESS THE VALUE AND APPROPRIATE USES OF ANY SERVICE MATERIALS.
8.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PATENTDJ AND ITS MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY ORDER FORM OR LICENSE AGREEMENT, UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, INDEMNITY, OR OTHERWISE), FOR ANY: (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) LOST PROFITS, REVENUES, BUSINESS, OR GOODWILL, OR DIMINUTION IN VALUE; (C) LOSS, CORRUPTION, INTERRUPTION, OR INABILITY TO USE DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (D) COST OF SUBSTITUTE GOODS OR SERVICES; IN EACH CASE EVEN IF PATENTDJ WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THE DAMAGES WERE OTHERWISE FORESEEABLE.
8.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF PATENTDJ AND ITS MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS ARISING OUT OF OR RELATING TO THIS AGREEMENT, UNDER ANY THEORY OF LIABILITY, WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO PATENTDJ UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, AND (B) ONE HUNDRED U.S. DOLLARS (US $100).
8.3 Savings; Basis of the Bargain. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. THE LIMITATIONS IN THIS SECTION 8 ARE A MATERIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
You will defend, indemnify, and hold harmless PatentDJ and its members, managers, officers, employees, and agents from and against any third-party claim, and all resulting damages, liabilities, penalties, fines, costs, and reasonable attorneys’ fees, arising out of or relating to: (a) Your Data, including any claim that Your Data infringes, misappropriates, or violates the rights of any third party; (b) your or any User’s use of the Services or Service Materials in violation of this Agreement or applicable law; or (c) any dispute between you and any client, portfolio company, investor, or other third party concerning Service Materials or any services or advice you provide. We will give you prompt notice of any such claim and reasonable cooperation, at your expense, in the defense of the claim, and we may participate in the defense with counsel of our own choosing. You will not settle any claim in a manner that imposes any obligation or admission on PatentDJ without our prior written consent.
10.1 Term. This Agreement commences on the Effective Date and continues for the Term. Unless otherwise stated in the applicable Order Form or License Agreement, each Order Form or License Agreement renews automatically for successive periods equal in length to its initial term, unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Expiration or termination of an individual Order Form or License Agreement does not terminate this Agreement, which continues to govern any remaining Order Forms and License Agreements and any continued access to or use of the Services.
10.2 Termination for Cause. Either Party may terminate this Agreement: (a) upon thirty (30) days’ written notice to the other Party of a material breach, if the breach remains uncured at the end of that period; or (b) immediately upon written notice if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or an assignment for the benefit of creditors.
10.3 Termination by PatentDJ. PatentDJ may terminate this Agreement upon written notice to you if you: (a) fail to pay any undisputed amount when due and the failure continues for more than thirty (30) days after we deliver notice of nonpayment; or (b) breach Section 2.3 (Use Responsibilities), Section 2.4 (Prohibited Uses), Section 3.4 (Personal Information and Third-Party Rights), or Section 5 (Confidentiality).
10.4 Termination for Convenience by PatentDJ. PatentDJ may terminate this Agreement, or discontinue the Services, for any reason upon thirty (30) days’ written notice to you. If we terminate under this Section 10.4, we will refund any prepaid, unused fees for the period after the effective date of termination and the purchase price of any unused Credits.
10.5 Account Closure. If you use the Services without an Order Form or License Agreement, you may stop using the Services and close your Account at any time. Closing your Account terminates this Agreement as to you but does not entitle you to a refund of any fees or unused Credits except as expressly provided in this Agreement or required by applicable law.
10.6 Effect of Termination. Upon expiration or termination of this Agreement: (a) all licenses granted to you terminate and you will immediately stop using the Services; (b) all unpaid fees accrued before the effective date of termination become immediately due and payable; and (c) each Party will return or destroy the other Party’s Confidential Information in its possession or control, except as retained in accordance with Section 10.7 or as required by law. If you terminate this Agreement under Section 10.2 as a result of our uncured material breach, we will refund any prepaid, unused fees on a pro-rata basis for the period after the effective date of termination.
10.7 Data After Termination. You are responsible for exporting Your Data and Service Materials before termination or expiration of this Agreement or closure of your Account. For thirty (30) days following termination, expiration, or Account closure, we will use commercially reasonable efforts to make Your Data and Service Materials available for retrieval upon your written request. We will delete or de-identify Your Data and Service Materials in our possession within sixty (60) days after termination, expiration, or Account closure, except to the extent retention is described in our Privacy Policy or required by law, and thereafter we have no obligation to maintain or provide Your Data or Service Materials.
11.1 Fees. You will pay all fees for the Services in accordance with the applicable Order Form or License Agreement or, for purchases made through the Site, as displayed at the time of purchase, and in accordance with this Section 11.
11.2 No Refunds. Except as expressly provided in this Agreement, all fees are non-refundable. You will reimburse us for reasonable costs and expenses (including reasonable attorneys’ fees) incurred in collecting overdue amounts.
11.3 Fees on Renewal. Unless otherwise stated in an Order Form or License Agreement, subscriptions renew automatically as described in Section 10.1. We may modify fees effective upon the start of a renewal term by providing you at least thirty (30) days’ prior notice.
11.4 Payment Processing. Payments are processed by Stripe, Inc. (“Stripe”). PatentDJ does not collect or store your full payment card details. By submitting payment information, you authorize PatentDJ, through Stripe, to charge your payment method for the fees you have agreed to pay, and you agree that your payment information will be handled by Stripe in accordance with Stripe’s applicable terms and privacy policy, available at stripe.com/legal. You are responsible for keeping your billing and payment information accurate and current.
11.5 Recurring Billing Authorization. If you purchase Services on a recurring subscription basis, you authorize PatentDJ, through Stripe, to automatically charge your payment method at the billing frequency stated in the applicable Order Form, License Agreement, or purchase page (and, for monthly billing, on the same date of each calendar month or the closest earlier date in a shorter month) for all fees accrued as of that date. You acknowledge that the amount charged may vary in accordance with your plan and usage. You may cancel recurring billing as described on the Site or in the applicable Order Form or License Agreement, and cancellation takes effect at the end of the then-current billing period.
11.6 Invalid Payment. If a payment is not successfully settled due to expiration of a payment card, insufficient funds, or otherwise, you remain responsible for all uncollected amounts, and we may, in our discretion: (a) invoice you directly for the deficiency; (b) continue billing the payment method once it has been updated; or (c) terminate this Agreement in accordance with Section 10.3(a).
11.7 Credits. Credits are prepaid usage rights. Credits do not expire. Credits are personal to your Account, may not be transferred, resold, or redeemed for cash, and have no monetary value outside the Services. Unused Credits are forfeited upon termination or expiration of this Agreement, except that if this Agreement is terminated by us under Section 10.4 or by you under Section 10.2, we will refund the purchase price of your unused Credits.
11.8 Taxes. Fees are exclusive of all taxes, levies, and duties. You are responsible for all taxes associated with your purchases under this Agreement, other than taxes based on PatentDJ’s income.
PLEASE READ THIS SECTION 12 CAREFULLY. IT REQUIRES THAT MOST DISPUTES BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION AND INCLUDES A WAIVER OF JURY TRIALS AND CLASS ACTIONS
12.1 Informal Resolution First. Before initiating any arbitration or litigation, each Party agrees to first send the other a written notice of dispute describing the nature of the claim and the relief sought (to PatentDJ: legal@patentdj.com and the notice address in Section 14.2; to you: the email address associated with your Account) and to attempt in good faith to resolve the dispute informally for at least sixty (60) days after the notice is received. This informal resolution process is a condition precedent to initiating arbitration or litigation, except for the claims described in Section 12.3.
12.2 Binding Arbitration. Except as provided in Section 12.3, any dispute, claim, or controversy arising out of or relating to this Agreement or the Services that is not resolved informally will be submitted to and resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) before a single arbitrator under the AAA Commercial Arbitration Rules. The seat of the arbitration is Boston, Massachusetts. The Federal Arbitration Act governs the interpretation and enforcement of this Section 12. Responsibility for filing, administrative, and arbitrator fees will be as set forth in the applicable AAA rules. Judgment on the arbitration award may be entered in any court of competent jurisdiction. The arbitrator has exclusive authority to resolve any dispute, controversy, or claim arising out of or relating to this Agreement (including without limitation the suspension, termination, material breach, and/or validity hereof). The parties agree to arbitrate solely on individual basis, and each party waives the right to arbitrate any dispute as a class action, either as a member or a representative. Class arbitration (including the presiding over any form of a representative or class proceeding) and the consolidation of claims made by more than one plaintiff are both expressly prohibited. The parties hereby agree to arbitrate any Dispute solely on an individual basis. The arbitrator(s) shall have no authority to consider or resolve any claim or issue any relief on any basis other than an individual basis, and shall not do so on a class or collective action basis.
12.3 Exceptions. Notwithstanding Sections 12.1 and 12.2: (a) either Party may bring an individual claim in small claims court if the claim qualifies; and (b) either Party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information or to prevent unauthorized access to or abuse of the Services, in each case without first engaging in the informal resolution process or arbitration.
12.4 Governing Law and Venue. This Agreement, and all claims arising out of or relating to it or to the Services or any conduct related to the performance of this Agreement, whether sounding in contract, tort, statute, or otherwise, are governed by the internal laws of the Commonwealth of Massachusetts, without regard to its conflict of law principles, except that the Federal Arbitration Act governs Section 12. Any claim not subject to arbitration will be brought exclusively in the state or federal courts located in Suffolk County, Massachusetts, and each Party consents to the personal jurisdiction and venue of those courts and waives any objection based on inconvenient forum.
We may revise this Agreement at any time in our sole discretion. Revisions are effective immediately upon posting of the updated Agreement on the Site with a revised "Last updated" date, unless a later effective date is stated in the posting. We may, but are not obligated to, provide additional notice of revisions, such as by email or in-product notice. You are responsible for reviewing this Agreement periodically, and your continued access to or use of the Services after a revision takes effect constitutes your acceptance of the revised Agreement. If you do not agree to a revised Agreement, your sole remedy is to stop using the Services and close your Account. Revisions do not modify the terms of an Order Form or License Agreement during its then-current term unless the Parties agree in writing.
14.1 Assignment. You may not assign this Agreement, in whole or in part, without our prior written consent, which will not be unreasonably withheld, except that no consent is required for an assignment to a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of your assets, provided the successor is not a competitor of PatentDJ and agrees in writing to be bound by this Agreement. PatentDJ may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any assignment in violation of this Section 14.1 is void. This Agreement binds and benefits the Parties and their respective permitted successors and assigns.
14.2 Notices. PatentDJ may provide notices to you by email to the address associated with your Account, by posting within the Services or on the Site, or by any method described below; email and posted notices are effective when sent or posted. You will send legal notices to PatentDJ in writing to: PatentDJ LLC, Attn: Legal, 29 Precinct Street, Lakeville, Massachusetts 02347, with a copy by email to legal@patentdj.com. Notices are deemed given: (a) upon personal delivery; (b) three (3) business days after being sent by registered or certified mail, return receipt requested; (c) one (1) business day after deposit with a nationally recognized overnight courier with written verification of receipt; or (d) for notices permitted by email, on the first business day after the email is sent.
14.3 Electronic Communications. You consent to receive communications from us electronically, including by email and by notices posted on the Site or within the Services, and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
14.4 Force Majeure. Except for payment obligations, neither Party will be liable for any failure or delay in performance caused by events beyond its reasonable control, including natural disasters, acts of God, war, terrorism, civil unrest, epidemics or pandemics, labor disputes, failures of utilities, telecommunications, internet, or hosting infrastructure, or governmental action, provided that the affected Party gives prompt notice to the other Party and resumes performance as soon as reasonably practicable. Either Party may terminate this Agreement upon written notice if a force majeure event prevents the other Party’s performance for more than ninety (90) consecutive days.
14.5 Export Controls; Sanctions. You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, and that you are not identified on any U.S. government restricted- or denied-party list. You will not access or use the Services, and will not export, re-export, or transfer the Services or Service Materials, in violation of applicable U.S. export control or sanctions laws.
14.6 Entire Agreement; Order of Precedence. This Agreement, together with all Order Forms and License Agreements and any documents expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, written or oral, regarding that subject matter. In the event of a conflict, an Order Form or License Agreement controls over this Agreement with respect to that Order Form or License Agreement only. Any terms or conditions stated in a purchase order or other ordering document issued by you (other than a PatentDJ Order Form) are void and have no effect.
14.7 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision will be enforced to the maximum extent permissible so as to reflect the intent of the Parties, and the remaining provisions of this Agreement will remain in full force and effect.
14.8 Waiver. A waiver of any provision of this Agreement is effective only if in writing and signed by the waiving Party, and applies only to the specific instance and occurrence waived. Neither Party’s failure or delay in exercising any right under this Agreement operates as a waiver of that right.
14.9 No Third-Party Beneficiaries. This Agreement does not confer any rights or remedies on any person or entity other than the Parties, except that PatentDJ’s members, managers, officers, employees, and agents may enforce the protections expressly extended to them in Sections 8 and 9.
14.10 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, fiduciary, or employment relationship between the Parties.
14.11 Interpretation. Section headings are for convenience only and do not affect interpretation. “Including” and its variants mean “including without limitation.” Words in the singular include the plural and vice versa.
14.12 Survival. Section 1 (Definitions), Section 2.4 (Prohibited Uses), Section 4 (Proprietary Rights), Section 5 (Confidentiality), Section 6 (Disclaimer of Warranties), Section 7 (AI Outputs; No Legal Advice), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10.6 (Effect of Termination), Section 10.7 (Data After Termination), Section 11 (Payment, with respect to accrued obligations), Section 12 (Dispute Resolution; Governing Law), and Section 14 (General) survive any termination or expiration of this Agreement, together with any other provision that by its nature should survive.