Terms & Conditions

Last Updated: April 2026
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (THE
“TERMS”), WHICH ALONG WITH ANY APPLICABLE ORDER FORM
AND ALL SUPPLEMENTAL TERMS THAT MAY BE PRESENTED TO
YOU FOR YOUR REVIEW AND ACCEPTANCE (COLLECTIVELY,
THE “AGREEMENT”) CONSTITUTE THE AGREEMENT BETWEEN
THE ENTITY SUBSCRIBING TO USE THE SERVICES (“YOU” OR
“CUSTOMER”), AND EITHER (I) DEEPIP INCORPORATED, A
COMPANY REGISTERED WITH DELAWARE STATE
CORPORATION COMMISSION (SCC) LOCATED 1411 BROADWAY
FL 16, NEW YORK, NEW YORK 10018-3471, UNITED STATES OF
AMERICA, WHEN CUSTOMER IS LOCATED IN NORTH AMERICA
(INCLUDING UNITED STATES OF AMERICA, MEXICO) OR
(II) DEEPIP SAS, A FRENCH SIMPLIFIED JOINT STOCK COMPANY
REGISTERED IN THE TRADE AND COMPANIES REGISTER OF
PARIS UNDER THE NUMBER 939 584 645, WHOSE HEAD OFFICE
IS LOCATED 58 RUE DE MONCEAU, PARIS, FRANCE, WHEN
CUSTOMER IS LOCATED OUTSIDE OF NORTH AMERICA
(“DEEPIP”).
BY EXECUTING A SIGNED ORDER FORM THAT REFERENCES
THIS AGREEMENT, OR BY SUBSCRIBING AN ONLINE
SUBSCRIPTION FORM, OR OTHERWISE BY TICKING A BOX
PROVIDED FOR THIS PURPOSE ON DEEPIP’S WEBSITE
INDICATING ACCEPTANCE VIA ON ONLINE REGISTRATION
PAGE (EACH, AN “ORDER FORM”), YOU ARE ACCEPTING AND
AGREEING TO BE BOUND BY AND TO COMPLY WITH ALL THE
TERMS AND CONDITIONS OF THIS AGREEMENT (PERSONALLY
AND ON BEHALF OF ANY COMPANY OR OTHER LEGAL ENTITY
THAT YOU REPRESENT WHEN USING THE SERVICES OR THAT
YOU NAME AS THE USER WHEN YOU CREATE AN ACCOUNT),
AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE
RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS
AGREEMENT AND TO BIND ANY COMPANY OR OTHER LEGAL
ENTITY YOU REPRESENT TO THIS AGREEMENT. THE TERMS OF
ALL ORDER FORMS ENTERED INTER HEREUNDER SHALL BE
INCORPORATED HEREIN BY THIS REFERENCE. IF YOU DO NOT
AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT,
DO NOT ACCESS AND/OR USE THE SERVICES.
THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT
CONCERNING THE SERVICES BETWEEN THE PARTIES AND IT
SUPERSEDES ANY PRIOR PROPOSAL, REPRESENTATION, OR
UNDERSTANDING BETWEEN THE PARTIES. DEEPIP AND
CUSTOMER ARE HEREINAFTER JOINTLY DEFINED AS THE
“PARTIES” OR INDIVIDUALLY A “PARTY”.
1. OVERVIEW
DEEPIP develops and provides artificial intelligence tools which assist
inventors, businesses and IP law firms looking to patent processes or
methods, in particular in drafting patents, office actions response,
creating detailed IDS forms, classifying and processing documents,
and in processing information related to the lifecycle of the patent.
Customer provides, uploads, or submits into DeepIP invention
description, patent claims, drawings, and/or any other data,
information, and other materials embodied in any form in connection
with the Software or under this Agreement (“Inputs”) and DeepIP
provides to Customer draft patents, office action responses, IDS form,
classified documents and other information and/or documents
processed based on such Inputs (“Outputs”) together with “Customer
Data”.
DeepIP is available at the following URL https://app.deepip.ai/.
For any question or concerns about the Services or these Terms.
Please contact DEEPIP at support@deepip.ai.
2. LICENSE
2.1 License. Subject to Customer’s full compliance with this
Agreement (and subject to any limitations or restrictions set forth in
any applicable Order Form), DEEPIP grants to Customer, for the
subscription term defined below, a limited, non-exclusive, non-
sublicensable, non-transferable, worldwide right to access and use
DeepIP software products developed by DEEPIP (“DeepIP” or
“Software”) and use all support services described in the applicable
Order Form. The Software and all such services are collectively
referred as “Services”. For purpose of this Agreement, Software
includes (i) proprietary software and its functionalities (including its
API’s) edited and developed by DEEPIP, including any updates,
improvements, new versions, new releases, modifications, patches,
and interfaces, and similar works derived work thereto (ii) the
associated Documentation (as defined below), as well as all methods,
documents, concepts, codes (source or object) related thereto.
2.2 Hosting Mode. The license is by default granted on a SaaS basis,
except otherwise provided in the Order Form (the license may be
made available alternatively on a Data On-Prem basis).
2.3 Scope. The License is granted for use by Customer (and its end-
users) for its internal business purposes or, when Customer is a
professional lawyer or a qualified attorney, for the internal business
purposes of Customer’s own clients. The license is not granted for
marketing, lease, pre-sale, sale or resale purposes.
2.4 Documentation. Customer may only use the Services in
accordance with DEEPIP’s documentation, meaning the official
documents provided by DEEPIP relating to the use of the Services,
including without limitation technical program or interface
documentation, user manuals, operating instructions, functionalities,
applications, online help guide, quick reference guides and release
notes (“Documentation”).
2.5 Software Modifications. DEEPIP regularly improves, modifies
and updates the functionalities of the Software to adapt to changes in
the business, which are by their very nature evolving, provided any
such changes and updates will not, in any case, reduce the
performance or functionality and/or security of the Software or be
detrimental to Customer.
3. TERM
3.1 Term of the Agreement. The term of the Agreement will begin on
the date set forth in the Order Form, meaning the online subscription
form or in the executed order form (or if none is provided, the date that
Customer first registers for the Services) (“Start Date”) and continue
in full force and effect as long as any Order Form (including, for sake
of clarity, any online subscription or registration form) remains in effect,
unless earlier terminated in accordance with the Agreement.
3.2 Subscription Term. The right to access the Services will start on
the Start Date (or any other date specified in the Order Form) and
continue in full force and effect for the period (monthly or yearly) set
forth in such Order Form (including, for sake of clarity, any online
subscription or registration form) (“Initial Subscription Term”), unless
earlier terminated in accordance with the Agreement. Thereafter,
unless otherwise agreed in writing between the Parties, the Order
Form (including, for sake of clarity, any online subscription or
registration form) shall automatically renew for additional successive
periods of equal duration to the Initial Subscription Term (each, a
“Renewal Subscription Term”), unless either Party provides written
notice of non-renewal to the other at least seven (7) calendar days in
case of a monthly subscription and three (3) months in case of a yearly
subscription prior to the then current Initial Subscription Term or
Renewal Subscription Term. Non-Renewal notice to DEEPIP shall be
sent to support@deepip.ai.
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4. FEES
4.1 Fees. Customer shall pay DEEPIP the amount of the fees set forth
on the subscription page or on each duly executed order form, as
applicable (the “Fees”). All payments must be made in advance save
as otherwise provided in any Order Form. Fees are not subject to any
set-off. Customer must immediately notify DEEPIP of any change of
address or company name and, in the case of automatic direct debit,
of bank details.
4.2 Credit Card. If Customer agrees to pay by credit card via the
subscription page, Customer shall pay the Fees before accessing the
Services. Customer acknowledges that it cannot access the Services
in case DEEPIP has not received full payment of the Fees.
4.3 Alternative payment methods. Subject to a signed Order Form
duly executed by Customer specifying that payment will be made by a
payment other than by credit card, Fees will be charged in advance
and in accordance with the modalities and billing frequency set forth in
the Order Form. Any invoice will be due within
thirty (30) calendar days from the date of the issuance of the invoice,
unless otherwise agreed in the applicable order form.
4.4 Non-refundable Fees. The Initial Subscription Term and each
Renewal Subscription Term being firm and irrevocable, therefore, in
case Customer wishes to terminate the Agreement early before the
initial or renewed expiration date, Customer agrees that DEEPIP will
not reimburse Customer for any pre-paid Fees of any unused portion
of the Services and/or, as applicable, all amounts until the end of the
relevant Subscription Term remain due even though Customer dies
not use the Services, save in case DEEPIP is a defaulting Party
pursuant to Section 10.1 of this Agreement.
4.5 Late payment. In case of late payment, any amounts due will bear
interest at the rate of one- and one-half percent (1.5%) per month, or
the minimum or maximum amount permitted by law, from the due date
until paid. In case of absence of payment for self-served or pre-paid
subscription, no access to the Services will be granted to Customer. If
an alternative payment method and a monthly or recurring billing
frequency has been agreed upon in the Order Form, in case of a
significant or repeated late payment(s), and provided that no amicable
solution may be found between the Parties, DEEPIP may suspend the
access and use of all or part of the Services, until outstanding amount
is fully paid. DEEPIP may also terminate the Agreement subject to
prior written notice pursuant to Article 10.1. When DEEPIP SAS is the
invoicing entity, an indemnity of 40 Euros (forty Euros) corresponding
to a lump-sum recovery indemnity will also be due and payable,
without formalities. Where the debt for recovery costs incurred exceed
the amount of this indemnity, DEEPIP SAS may request additional
compensation, upon justification.
4.6 Changes. Amount of the Fees is fixed during the Initial
Subscription Term and during each Renewal Subscription Term.
However, DEEPIP may increase the Fees upon each renewal of the
then-current subscription term, subject to a written prior notice to
Customer of forty-five (45) calendar days in case of a yearly
subscription and twenty (20) calendar days in case of a monthly
subscription. Customer’s continued use of the Services following the
effective date of such amendment to the Fees shall be deemed
acceptance of the amended Fees. If Customer does not agree to the
amended Fees, the applicable Order Form will expire at the end of the
relevant Initial or Renewal Subscription Term, without any indemnities,
and Customer may not use the Services.
4.7 Taxes. Any Fees hereunder are exclusive of all taxes, value
added, levies, import and custom duties, excise or other similar or
equivalent taxes imposed on the supply of Services. Customer agrees
to pay any applicable value added, sales, or other transaction taxes,
fees, charges, or surcharges that are owed under this Agreement
under any applicable law. Each Party shall be responsible for taxes
based on its own net income, employment taxes of its own employees,
and for taxes on any property it owns or leases.
4.8 Sales and Use Tax. DEEPIP Incorporated is only considered as
having a sales tax nexus in the following States: Florida, Georgia,
Nevada and Virginia (the “Nexus States”). In all States other than the
Nexus States, DEEPIP Incorporated is not considered as having a
sales tax nexus in the Customer’s State and is not required to collect
and remit sales tax on sales made to Customers located in or using
our products outside of the Nexus States. Certain Customers are
required to file a sale and use tax return remitting any unpaid taxes.
Customer is responsible for consulting with its own tax advisor and
complying with the regulations of the State where Services are used
to determine if it is required to file such returns. By default, DEEPIP
Incorporated invoices will be issued based on the assumptions that
Customer does not have a Sales Tax Exemption Certificate nor a
Sales Tax Multiple Points of Use Certificate, nor any other equivalent
certificates. DEEPIP Incorporated. will issue invoices with the sales
tax amount based on the shipping address indicated on Customer’s
Order Form. If Customer has a Sales Tax Exemption Certificate, a
Sales Tax Multiple Points of Use Certificate, or any other equivalent
certificate, Customer shall submit it to DEEPIP Incorporated before the
starting date of the Services.
5. INTELLECTUAL PROPERTY
5.1 Definition. For purposes of this Agreement, “Intellectual
Property Rights” means (i) patent, copyrights, and related rights,
moral rights, rights in computer software and other neighbouring
rights, designs (including registered designs and design rights),
trademarks, service marks, trade or business names, brand names,
domain names and URLs, rights in trade secrets, knowhow and
confidential and undisclosed information (such as inventions, whether
patentable or not), rights in logos and patents, database; and (ii) all
registrations or applications to register, renew and/or extend any of the
items referred to in paragraph (i); and (iii) any other rights of a similar
nature, however designated, whether registrable, registered or not, in
any country.
5.2 Pre-Existing Elements. Except as otherwise specifically set out in
the Agreement, each Party retains ownership of any Intellectual
Property Rights on any outcome, document, methodology, know-how
or process, documentation, data, database, information or file,
software, program or other elements in any form whatsoever, including
studies, specifications, graphic works, documentation, reports, results,
signs, works, inventions, functional or technical analyses, as well as
any commercial rules or requirements, user manuals, user guides,
instruction manuals, training materials, instructions and documents of
any kind created or owned by the Parties (including their Affiliates), or
licensed to them by third parties, before or completely independently
from the performance of the Agreement, including any amendments
and/or improvement thereto (“Pre-Existing Elements”). In no
circumstances may the Agreement be deemed to grant either Party
any intellectual property right in the other Party’s Pre-Existing
Elements except as otherwise expressly provided in the Agreement.
6. CUSTOMER DATA
6.1 Ownership. Customer shall retain all rights, titles and interests in
and to Customer Data, including all Intellectual Property Rights
therein. DEEPIP irrevocably assigns to Customer all its rights, titles
and interests in and to Outputs.
6.2 Confidential Information. DEEPIP acknowledges that Customer
Data are Confidential Information and may include information that is
covered by the attorney-client privilege and agrees to keep same in
the strictest confidence pursuant to Section “Confidentiality”.
6.3 Encryption. DEEPIP shall store and transmit all Customer Data in
an encrypted format using industry standard encryption methods and
technology. The encryption keys used shall be stored securely and
access shall be restricted to only those employees with a need to
access the Customer Data. DEEPIP shall encrypt all Customer Data
both in transit and at rest (on storage media).
6.4 Localization. DEEPIP shall ensure that all Customer Data
received and/or processed as part of the use of Software under this
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AGREEMENT shall be stored and processed exclusively on servers
located within the territory(ries) mentioned in the Order Form
(“Territory”). DEEPIP shall not transfer, store, or process any such
data outside the Territory without the prior written consent of
Customer.
6.5 Use. Customer grants to DEEPIP a non-exclusive, worldwide,
royalty-free, irrevocable and fully paid up right during the term of the
Agreement, to access, use, process, store and transmit Customer
Data to provide the Services pursuant to the terms and conditions of
these Terms. DEEPIP shall not use Customer Data for the purpose of
training, re-training or improving any AI Models, unless agreed by both
Parties in writing.
6.6 Third-Party Providers. Customer acknowledges and agrees that
the Services may operate on, with or using application programming
interfaces (APIs) and/or other services operated or provided by third
parties (such as Third-Party LLM Providers including but not limited to
OpenAI, Azure OpenAI, Google Cloud/Vertex AI, Amazon Bedrock,
Azure AI foundry/Microsoft Azure,). DEEPIP does not make any
representations or warranties with respect to third-party services,
except that DEEPIP shall select third-party providers that provides
contractual guarantees:
- to use Customer Data to the extent strictly necessary to provide
the Services under this Agreement.
- to keep such Customer Data confidential under terms at least as
restrictive as Section “Confidentiality”.
- that Customer Data are not available to any other customers or
prospective customers.
- that Customer Data are not used to train, retrain, improve their AI
models or any third-party products or services.
With respect to any LLM Provider, DEEPIP shall configure the
Services to ensure that: (i) no Customer Data is stored by the LLM
Provider beyond the time necessary to process the request (Zero Data
Retention), unless otherwise required by law, and to the extent such
option is provided by the LLM Provider; and (ii) DEEPIP has opted-out
of any human review or “abuse monitoring” programs where such opt-
out is made available.
6.7 Portability. Upon written request during the term of the
Agreement, DEEPIP shall provide Customer with a copy of Customer
Data in a structured, commonly used, and machine-readable format.
6.8 Data Access and Destruction. No later than thirty (30) days
following the data export by the Customer, or in the absence of a
portability request made within 8 days of the effective date of
termination of the Agreeement, DEEPIP undertakes to destroy all
Customer Data provided under this Agreement. At the Customer's
request, DEEPIP shall provide a certificate of destruction. It is the
Customer's sole responsibility to ensure all necessary data exports are
completed within this timeframe.
7. DEEPIP INTELLECTUAL PROPERTY
7.1 Ownership. The Software and Documentation, any modifications
thereto and all worldwide Intellectual Property Rights therein, remain
the exclusive property of DEEPIP. All rights in and to the Software and
Documentation not expressly granted to Customer in this Agreement
are reserved by DEEPIP. Except as expressly set forth herein, no
express or implied license or right of any kind is granted to Customer
regarding the Software, Documentation, or any part thereof.
7.2 Customer’s Feedback. If Customer provides suggestions,
comments or other feedback to DEEPIP with respect to the Services,
and in particular (but not limited to) concerning the features and
functionalities of the Software (“Feedback”), Customer irrevocably
grants to DEEPIP a royalty-free, non-exclusive, fully paid up,
irrevocable, worldwide license in and to all Feedback including all
Intellectual Property Rights therein to the extent that Customer is able
to do so. Customer accepts that DEEPIP may freely use and exploit
such Feedback. Customer will not earn or acquire any rights or
licenses in the Software or in any DEEPIP Intellectual Property Rights
on account of this Agreement or Customer's performance under this
Agreement, even if DEEPIP incorporates any Feedback into the
Services.
7.3 Usage Data. “Usage Data” means data, information, prompt or
other material submitted to, collected by, or generated by DEEPIP and
statistics derived from Customer’s use of the Services, but only in
aggregate, anonymized and de-identified form. Customer agrees that
DEEPIP may use, store, and disclose Usage Data to analyse and
improve the Services.
8. CUSTOMER RESPONSIBILITIES AND RESTRICTIONS
8.1 Customer Responsibilities. Customer shall have sole
responsibility for the accuracy, quality, integrity, of all Inputs. Customer
represents and warrants that Inputs and its use hereunder will not
contain any viruses, worms or other malicious computer programming
codes intended to damage DEEPIP’s Software. Customer shall have
sole responsibility for providing, uploading, submitting Inputs onto
DeepIP and for all its users’ activity on Customer’s account.
8.2 Restrictions of Use. Customer shall not, and shall not allow or
encourage any User or any other third party (a) to reverse engineer,
decompile, disassemble the Software or any portion of it, derive,
determine or attempt to derive or determine the source code, object
code, or the underlying ideas, algorithms, structure or organization of
the Software (except as expressly permitted by law), (b) to modify,
adapt, alter, translate, merge, develop versions or derivative works
based on the Services, (c) to copy or make derivative works based on
any part of the Services or Documentation, (d) to sublicense, lease,
sell, resell, rent, loan, distribute, pledge, assign, transfer the Services,
(e) to allow the use of the Services for the benefit of a third party
(except with respect to Customer’s own clients as contemplated by the
Agreement), (f) to remove, alter, or obscure any proprietary notices
(including copyright and trademark notices) of DEEPIP or its licensors
on the Software or any copies thereof, (g) to upgrade, improve or
extend features or functionalities of the Software or otherwise, (f) to
interfere in any manner with the operation of the Services, (h) to use
the Services to build a similar or competitive product or service; (k) to
attempt to access the Services through any unapproved interface; (l)
to otherwise use the Services in any manner that exceeds or bypass
the scope of use granted by DEEPIP to Customer pursuant to the
Agreement.
8.3 Personal Data Restrictions. Customer’s personally identifiable
information is not required for the Services to operate or for training
purposes. Customer shall ensure that Inputs do not contain any
personally identifiable information, notably, sensitive data such as (i)
identification numbers (e.g. social security number, passport number,
account number, etc.), (ii) any data related to his/her physical,
physiological, mental, economic, cultural or social identity (e.g. name,
first name, date of birth, biometrics data, fingerprints, health data, bank
details, employment information), (iii) location data, (iv) racial, political,
religious, sexual, criminal information, and more generally (v) any
information or combinations of information that falls within the
definition of “personal data” or “sensitive data” or any similar
designation under any applicable law or regulation relating to privacy
or data protection.
8.4 Acceptable Use Policy (AUP). Customer represents and
warrants that it will use and that its users will use the Software in
accordance with the AUP as available and updated from time to time
on DeepIP’s website or as attached hereto as Attachment A and which
are hereby incorporated into these Terms by reference. In particular,
access codes (login and password) granted to Customer’s users are
strictly confidential personal and non-transferable. The management
and safekeeping of access codes, in terms of confidentiality and
security, are the responsibility of Customer and its users. Customer
and users shall notify DEEPIP immediately in the event of loss, theft
or fraudulent use by e-mail to the following address:
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support@deepip.ai Access codes may be immediately cancelled or
suspended by DEEPIP in case of fraudulent use of an access code.
9. CONFIDENTIALITY
9.1 Definition. “Confidential Information” means any information,
documents and data of any kind of a Party disclosed to or accessed to
by the other Party before and during the course of entering into and
performing this Agreement, whether orally, in writing or otherwise
relating to, without restriction, strategies, business operations,
business plans, processes, plans or intentions, financial information,
pricing, know-how, design rights, trade secrets, business affairs and
market opportunities. Information not specifically designated as
confidential shall be treated as such when it can reasonably be
expected to provide a third-party with a financial or competitive
advantage or when its disclosure may constitute financial harm to
either of the Parties. Confidential Information of DEEPIP includes the
Services, Software, its features, functionalities, and Feedback. All
Customer Data are always Confidential Information and are always
deemed to be specifically designated as confidential hereunder.
9.2 Undertaking. Each Party agrees that it will treat the Confidential
Information of the other with the same care it uses with its own
Confidential Information, and at a minimum with a reasonable degree
of care. Each Party agrees that it will limit disclosure of the other
Party’s Confidential Information to those of its employees and
consultants who have a bona fide need-to-know such information and
who have binding and written agreements that contains use and
nondisclosure restrictions at least as protective as those set forth
herein. Neither Party will use the other's Confidential Information for
purposes other than those necessary to directly further the purposes
of this Agreement. Neither Party will disclose to third parties the other's
Confidential Information without the prior written consent of the other
Party, except as permitted by this Agreement. Each Party shall use all
its reasonable endeavours: (a) to minimise the risk of unauthorised
disclosure or use by its employees and officers of Confidential
Information; (b) to keep such information secure and protected against
theft, damage, loss or unauthorised access.
9.3 Restrictions. The restrictions on use and disclosure of information
shall not apply to any information which the Receiving Party can prove:
(a) was already known to it prior to its receipt thereof from the
Disclosing Party; (b) was subsequently disclosed to it lawfully by a third
party without duty of confidence or restriction as to use who did not
obtain the same (whether directly or indirectly) from the Disclosing
Party; (c) was in the public domain at the time of receipt by the
Receiving Party or has subsequently entered into the public domain
other than by reason of the breach of the provisions of this Section; (d)
is required by law to be disclosed under any court order, or
administrative process. In the event that the Receiving Party is
requested or required to make disclosure of any Confidential
Information, the Receiving Party agrees that it will promptly notify the
Disclosing Party in writing, take all reasonable steps requested by the
Disclosing Party to defend against the compulsory disclosure, and
permit the Disclosing Party to take control with a counsel of its choice
in any proceeding relating to the compulsory disclosure.
9.4 Equitable Relief. Each Party acknowledge that in the event of any
breach or threatened breach of this section by either Party, the other
Party may suffer irreparable harm and not possess an adequate
remedy at law. Accordingly, each Party shall have the right to seek
injunctive or other equitable relief to restrain such breach or threatened
breach.
9.5 Survival. The obligations imposed by this Section shall survive for
five (5) years after the expiry or termination of this Agreement, with the
exception of Customer Data, which shall be destroyed on termination
as provided for in Section 6.7, and in which the confidentiality
obligation continues indefinitely, and when such indefinite term is held
invalid or unenforceable by applicable by a court of competent
jurisdiction, the confidentiality obligation shall continue at least ten (10)
years.
9.6 Commercial Reference. DEEPIP may use and display
Customer’s name and/or logo on its marketing materials, website,
social network accounts, and/or when replying to invitations to tender
or within the framework of commercial proposals for the sole purpose
of communicating the existence of their business partnership (and not
on the content of the Agreement), subject to express written approval
by Customer. Customer shall have the right to request for any such
mention to be taken down at time at its own discretion.
10. TERMINATION
10.1 Termination for material breach. Either Party may
terminate this Agreement and/or any Order Form if the other Party
materially breaches this Agreement (including the AUP), and such
breach remains uncured more than thirty (30) days (or 7 (seven) days
in a case of a monthly subscription) after receipt of written notice of
such breach sent by registered letter with acknowledgment of receipt
or registered letter, without prejudice to any other rights and remedies
it may have under this Agreement or otherwise.
10.2 Effect of Termination. Upon termination or expiration of
an Order Form or of this Agreement, (a) all licenses and right to use
the Services granted hereunder will immediately terminate, (b) Each
Party shall promptly return or destroy the other Party’s Confidential
Information. Regarding Customer Data, the portability and destruction
process shall be strictly governed by the conditions and timeframes
set forth in Section 6.8. Customer acknowledges that failure to request
portability within the timeframe specified in Section 6.7 shall result in
the permanent destruction of the data; and (c) in case Customer if the
defaulting Party, any amounts owed to DEEPIP under this Agreement
shall become immediately due and payable, including the remaining
Fees due until the end of the Initial Subscription Term or of the
Renewal Subscription Term.
10.3 Survival. All provisions of this Agreement that by their
nature shall survive termination, including without limitation accrued
payment obligations, Customer Data provisions, Intellectual Property
provisions, warranty disclaimers, indemnification obligations and
limitations of liability, confidentiality, miscellaneous, venue and
governing law will survive expiration or termination of this Agreement
for any reason.
11. WARRANTIES AND DISCLAIMERS
11.1 Limited Warranty. DEEPIP represents and warrants that
it will provide the Services and perform its other obligations under this
Agreement in a professional and workmanlike manner substantially
consistent with general industry standards. DEEPIP further warrants
to Customer that the Services will operate free from Errors (meaning
any reproducible failure of the Software to substantially conform to the
Documentation) during the term of the Agreement, provided that such
warranty will not apply to failures to conform to the Documentation to
the extent such failures arise, in whole or in part, from (a) any use of
the Services not in accordance with this Agreement or as specified in
the Documentation (b) failure or variations in electrical power or the
telecommunications network. To the extent permitted by law,
DEEPIP’s sole liability under the Software warranty will be, in
DEEPIP’s reasonable commercial discretion, a repair or replacement
of the Services, or if DEEPIP determines that the foregoing remedy is
not commercially reasonable, then either Party may terminate this
Agreement.
11.2 Disclaimers. To the maximum extent permitted by
applicable law, the services and feedback are provided “as is” and
DEEPIP and customer make no (and hereby disclaim all) other
warranties, representations, or conditions, whether written, oral,
express, implied or statutory, including, without limitation, any implied
warranties of fitness for a particular purpose. Customer is advised to
safeguard customer data and its other data, to use caution and not to
rely in any way on the correct functioning or performance of the
services or documentation. It is up to the customer to take reasonable
measures to protect its own hardware, data, and/or software stored on
its computer equipment against any damage.
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11.3 Access to the software implies knowledge and
acceptance of the characteristics and limitations of the internet, in
particular with regard to risks of interruption, and more generally, the
risks inherent to any connection and transmission on the internet, the
lack of protection of certain data against possible misappropriation and
the risks of contamination by any viruses circulating on the network,
provided DEEPIP shall implement all measures necessary to ensure
the functioning of the software according to the agreement, including
any security measures and processes substantially consistent with
general industry standards.
11.4 Customer acknowledges that DEEPIP is not a law firm,
professional lawyer or qualified attorney and does not provide legal
advice. The Services, including any information contained on them
and any templates, workflows or AI‑generated outputs, are generic
tools and suggestions provided for informational and operational
support only. They are not a substitute for legal advice or legal
opinions, must not be relied upon as such or as a recommendation
tailored to Customer’s or any user’s specific situation, and are not
guaranteed to be accurate, complete or up to date. Whether Customer
is a company, an in‑house team, a law firm, an attorney or a patent
professional, Customer remains solely responsible for reviewing,
adapting and validating any output and for providing any legal advice
to itself or, where applicable, to its own clients. Customer is advised to
consult with its own qualified lawyers, patent professionals and other
experts as appropriate, and acknowledges that no attorney‑client
relationship or privilege is created by using the Services.
Customer acknowledges that any reference in DEEPIP’s marketing or
product materials to ‘patent professionals’, ‘patent attorneys’ or similar
wording only describes the professional background of certain
DEEPIP employees acting as in‑house product and content
specialists. These individuals do not provide legal services to
Customer, to Customer’s clients or to users through the Services, and
no attorney‑client or patent‑attorney‑client relationship is created or
intended with DEEPIP or its employees.
From time to time, DEEPIP may offer short online or telephone
sessions with DEEPIP staff or external experts to help Customers
understand and use the Services. These sessions are strictly limited
to product demonstrations, workflow explanations and general
informational discussions on IP topics. They do not include any
assessment of a specific situation, drafting or review of legal
documents, or recommendations tailored to Customer’s projects or
cases.
12. LIMITATION OF LIABILITY
12.1 Except as otherwise required by law and except for and
for any violation of article 5 (intellectual property), article 7 (DEEPIP
intellectual property), article 8.2 (restrictions of use), article 9
(confidentiality), article 15 (indemnification), and except for breach to
pay fees, the liability of DEEPIP to customer and customer to DEEPIP
arising out of or in connection with this agreement or the use of the
services, or for any error or defect in the services, however caused,
shall be limited to direct damages not to exceed the fees paid or
payable by customer to DEEPIP during the twelve (12) months
preceding the act, omission or occurrence giving rise to such liability.
12.2 In no event will DEEPIP or customer be liable for any
indirect, incidental, special, punitive or consequential damages,
including damages for loss of profits, business, revenue, data or data
use, even if advised of the possibility of such damages. These
limitations will apply notwithstanding the failure of the essential
purpose of any remedy.
13. FORCE MAJEURE
13.1 Neither Party shall be liable for delay in performing, or
failure to perform, any of its obligations under this Agreement if such
delay or failure result from an event, circumstance or cause beyond its
reasonable control and that could not have been prevented or avoided
by the exercise of all due diligence, including, but not limited to: natural
catastrophes, war, acts of terrorism, riots, insurrection, fires, flood,
storm, explosions, acts of God, public power outages, epidemic,
pandemic, Domain Name Server issues outside its direct control,
cyberattack, global internet disruption or downtime caused by third
parties (including viruses, bugs or denial of service attacks), labor
strikes or shortages (strikes and other labor unrest that affect only a
Party), mandatory injunctions by public authorities (such as import
bans, embargoes) (“Force Majeure Event”).
13.2 The Party owing the affected obligation shall notify the
other Party as soon as possible of the occurrence of such a Force
Majeure Event and the Agreement shall be suspended for the duration
of the event in question. In all cases, the Party owing the affected
obligation shall do everything in its power to avoid, eliminate or reduce
the causes of the delay and resume the performance of its obligations
to the fullest extent possible as soon as the event has disappeared or
reduced. If performance is still impossible at the end of a period of
more than three (3) weeks from the date of the notification or as soon
as performance is definitively impossible, each Party has the right to
terminate the Agreement by registered letter with acknowledgment of
receipt addressed to the other Party.
14. INSURANCE
DEEPIP warrants that it holds the necessary insurance policies from
insurer(s) of its choice in an amount corresponding to the risks and
liabilities incumbent upon it under this Agreement. DEEPIP undertakes
to maintain these insurances in force for the duration of the
Agreement. DEEPIP warrants that it holds the following insurance
policies:
(i) Workers Compensation Insurance as prescribed by the law of the
state or other jurisdiction in which work is to be performed;
(ii) Employers Liability Insurance with limits of at least $500,000 per
occurrence;
(iii) Comprehensive General Liability Insurance, including contractual
liability with limits of at least $500,000 per occurrence and $1,000,000
aggregate;
(iv) Cyber Liability/Errors and Omissions Liability Insurance with limits
of at least $5,000,000 per occurrence and aggregate.
15. INDEMNIFICATION.
15.1 Each Party (“Indemnifying Party”) will defend at its
expense the other Party, and each of its and its affiliates, employees,
contractors, directors, suppliers, representatives (collectively
“Indemnitee”), from all actions, claims, liabilities, and expenses paid or
payable to a third party (including reasonable attorney fees) (“Claims”)
and will pay any settlement the Indemnitee Party makes or approves,
or any damages finally awarded in such suit, insofar as such suit is
based on a Claim that arise from or relate to, (a) in relation with
DEEPIP as Indemnifying Party, a Claim by any third party alleging that
the Services infringes such third party’s Intellectual Property Right or
trade secret rights under any applicable laws, or (b) in relation to
Customer as Indemnifying Party, a Claim by any third party alleging
that Customer Data or Customer’s use of the Services infringe such
third party’s Intellectual Property Right or trade secret rights under any
applicable laws,
15.2 Each Indemnitee’s obligations as set forth above are
expressly conditioned upon each of the foregoing: (a) the Indemnitee
will promptly notify the Indemnifying Party in writing of any threatened
or actual Claim (provided that a failure to promptly notify shall only
impact the indemnification obligations to the extent it actually hindered
or prevented the defense of the Claim); (b) the Indemnitee has the
option to have sole control of the defense or settlement of any Claim;
and (c) the Indemnitee will reasonably assist and cooperate the
Indemnifying Party to facilitate the settlement or defense of any Claim.
15.3 With respect to DEEPIP, if any portion of the Services
become, or in DEEPIP’s opinion is likely to become, the subject of a
claim of infringement, DEEPIP may, at DEEPIP’s option: (a) procure
for Customer the right to continue using the Services; (b) replace the
Services with non-infringing software or services which do not
materially impair the functionality of the Services; (c) modify the
6
Services so that it becomes non-infringing; or (d) terminate this
Agreement and refund any unused prepaid Fees for the remainder of
the term then in effect, and upon such termination, Customer will
immediately cease all use of the Services.
15.4 The Indemnifying Party will have no indemnification
obligation under this section or otherwise with respect to any
infringement Claim based upon any use of the Services not in
accordance with this Agreement.
16. ASSIGNMENT
Neither Party may assign or otherwise transfer this Agreement or any
of its rights and obligations herein, to any third party without obtaining
the prior written consent of the other Party, provided however that
either Party may assign this Agreement or any of its rights and
obligations hereinto any of Affiliates or to a party’s successor-in-
interest as part of a direct or indirect change of control merger,
acquisition, reorganization or sale of all or substantially all of the
business or assets, or other operation of law, without obtaining the
prior written consent of the other Party. The terms of this Agreement
will be binding upon the Parties and their respective successors and
permitted assigns.
17. NOTICE
Unless otherwise provided herein, all notices to Customer must be
sent, when by email, to the email address set forth in the most recent
Order Form, or updated information provided in Customer’s account
and all notices to DEEPIP must be sent to support@deepip.ai, or when
delivered by letter (and sent via first class post), by registered letter
with acknowledgment of receipt to the postal address mentioned in the
Order Form.
18. MISCELLANEOUS
18.1 The failure or delay by either Party to enforce at any time
the provisions of this Agreement or to request performance by the
other Party of any such provision, shall in no way constitute a waiver
of such provisions.
18.2 If any provision of this Agreement is held invalid or
unenforceable by a court of competent jurisdiction, such provision will
be construed so as to be enforceable to the maximum extent
permissible by law, and the remaining provisions of the Agreement will
remain in full force and effect.
18.3 Except as otherwise provided herein, no modification or
amendment of any provision of this Agreement shall be effective
unless agreed by both Parties in writing.
18.4 These Terms, together with any Order Form(s), AUP, and
any documents referenced in the Terms or Order Form(s), if any, are
incorporated herein, unless expressly provided otherwise herein,
constitute the full and complete understanding of the Parties relating
to the subject matter hereof and supersede all prior understandings
and agreements relating to such subject matter.
18.5 In the event of a conflict between the Terms and any other
agreement between Customer and DEEPIP (including AUP, Order
Form), the Terms shall prevail.
18.6 This Agreement is drafted in English. In the event this
Agreement is translated into one or several other languages, all
translations will not be binding on the Parties, and if there is a
discrepancy between the English version and the translated text, the
English version shall prevail.
18.7 The relationship between the Parties under this
Agreement is that of independent contractors. This Agreement do not
create an association or joint-venture. Neither Party has authority to
create or assume in the other’s name or on the other’s behalf any
obligation, express or implied, or to act or purport to act as agent or
representative on behalf of the other for any purpose whatsoever.
Neither Party is the employer, employee, agent, partner or co-venturer
of or with the other.
18.8 Free Trial. DEEPIP may grant certain licenses “for free”
or “for trial”, or under a similar designation, for which DEEPIP has no
obligation to provide any support services. The trial expires on the last
day of the trial period specified in the Order Form. BY DEROGATION
TO SECTION 12.1, EACH PARTY’S LIABILITY CAP SHALL NOT TO
EXCEED USD 1,000 (ONE THOUSAND US DOLLARS).
19. GOVERNING LAW
19.1 This Agreement and any action related thereto will be
governed and interpreted by and under the laws indicated below,
depending on Customer domicile/headquarters, without regard to
conflicts of law provisions: (i) When Customer is located in North
America, this Agreement and any action related thereto will be
governed and interpreted by and under the laws of the State of New
York; (ii) When Customer is located outside North America, this
Agreement and any action related thereto will be governed and
interpreted by and under the laws of France. The United Nations
Convention on Contracts for the International Sale of Goods does not
apply to this Agreement.
20. VENUE
IN THE EVENT OF FAILURE TO REACH AN AMICABLE SOLUTION,
CUSTOMER IN NORTH AMERICA EXPRESSLY CONSENTS TO
THE PERSONAL JURISDICTION AND VENUE IN THE STATE AND
FEDERAL COURTS OF NEW YORK COUNTY, NEW YORK (USA)
FOR ANY LAWSUIT FILED THERE AGAINST CUSTOMER BY
DEEPIP ARISING FROM OR RELATED TO THIS AGREEMENT. IN
THE EVENT OF FAILURE TO REACH AN AMICABLE SOLUTION,
CUSTOMER OUTSIDE NORTH AMERICA EXPRESSLY
CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE PARIS
COURTS (FRANCE) FOR ANY LAWSUIT FILED AGAINST
CUSTOMER BY DEEPIP ARISING FROM OR RELATED TO THIS
AGREEMENT.
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ATTACHMENT A
DEEPIP ACCEPTABLE USE POLICY
Last Updated: May 29, 2024
PLEASE READ THE FOLLOWING ACCEPTABLE USE POLICY
(THE “AUP”) APPLICABLE TO ANY USER (“USER or YOU”)
ACCESSING OR USING THE AI PATENT COPILOT TOOL
PROVIDED BY DEEPIP (“DeepIP” or “SOFTWARE”).THE PURPOSE
OF THIS AUP IS TO DEFINE THE TERMS AND CONDITIONS OF
ACCESS AND USE OF DeepIP. THIS AUP IS TO BE READ WITH
THE AGREEMENT ENTERED INTO BETWEEN DEEPIP AND USER
OR USER’S ORGANIZATION OR ENTITY TO WHICH USER IS
ACTING ON BEHALF (THE “AGREEMENT”) AND WILL COMPLETE
SUCH AGREEMENT.
UNLESS OTHERWISE DEFINED IN THIS AUP, TERMS USED
HAVE THE SAME MEANING AS IN THE AGREEMENT. BY
ACCESSING OR USING THE SERVICES, OR SUBSCRIBING TO
USE THE SERVICES, YOU ARE ACCEPTING AND AGREEING TO
BE BOUND BY AND TO COMPLY WITH ALL THE TERMS AND
CONDITIONS OF THIS AUP AND IF YOU DO NOT AGREE WITH
ALL OF THE PROVISIONS OF THIS AUP, DO NOT ACCESS
AND/OR USE THE SERVICES.
THIS ACCEPTANCE TAKES PLACE THE FIRST TIME THE USER
CONNECTS TO DeepIP. THE USER ACKNOWLEDGES HAVING
READ THE AUP, HAVING UNDERSTOOD THEM AND FULLY
ACCEPTING ALL OF THEIR PROVISIONS, WITHOUT
RESTRICTION OR RESERVATION.
For any question or concerns about the Services or these AUP. please
contact DEEPIP at support@deepip.ai
1. Access
User represents and warrants that the information it provides upon
registration is accurate and warrants to update such information if the
registration information changes. User is solely responsible for
maintaining the confidentiality of its’s login credentials. User shall not
share its account or password with anyone, and must protect the
security of its account and password. User is responsible for any
activity associated with your account.
You represent and warrant that you are of legal age to form a binding
contract. If you’re agreeing to this AUP on behalf of an organization or
entity, you represent and warrant that you are authorized to agree to
this AUP on that organization or entity’s behalf and bind them to this
AUP.
User acknowledges the limits specific to any connection to an Internet
network. The User is responsible for accessing the Services in good
technical conditions (including hardware, software,
telecommunications), in the reasonable opinion of the User. All costs
relating to using the Services, whether they be hardware, software or
Internet access costs, are exclusively the responsibility of the User.
The User is solely responsible for the proper functioning and
appropriate security of his/her computer equipment and internet
access, to the extent this can be reasonably controlled by the User.
2. Availability of the Services
Services will be accessible to Users subject to the Agreement and
User expressly acknowledges that suspensions, interruptions or
limitations of any part of the Services may occur for maintenance
reasons, update, or in case of force majeure, subject always to the
Agreement.
Users agree that, subject to the Agreement entered into between
DEEPIP and Customer, DEEPIP is entitled to suspend or discontinue
any part of the Services, or DEEPIP may introduce new features or
impose limits on certain features or restrict access to parts or all of the
Services.
3. Restrictions of Use
It is strictly prohibited for the User to, and to allow or encourage any
other User or third-party to use the Services: a) to reverse engineer,
decompile, disassemble the Software or any portion of it, derive or
determine or attempt to derive or determine the source code, object
code, or the underlying ideas, algorithms, structure or organization of
the Software, except as expressly permitted by law and pursuant the
Agreement entered into between DEEPIP and Customer; b) to
modify, adapt, alter, translate, merge, develop versions or derivative
works based on the Services, c) to copy or make derivative
works based on any part of the Services or Documentation, d) to
sublicense, lease, sell, resell, rent, loan, distribute, pledge, assign,
transfer the Services, e) to allow the use of the Services for the
benefit of a third party (except with respect to Customer’s clients as
contemplated by the Terms & Conditions), f) to remove, alter, or
obscure any proprietary notices (including copyright and trademark
notices) of DEEPIP or its licensors on the Software or any copies
thereof, g) to upgrade, improve or extend features or functionalities
of the Software or otherwise; h) to interfere in any manner with
the operation of the Services, i) to use the Services to build a
similar or competitive product or service; j) to separate the
components of the Software and install them on different devices; k)
to attempt to access the Services through any unapproved
interface; l) to otherwise use the Services in any manner that exceeds
or bypass the scope of use granted by DEEPIP to Customer pursuant
to the Agreement entered into between DEEPIP and Customer; m)To
violate or encourage the violation of the legal or contractual rights of
others or encourage, engage or promote unlawful activities; or
organize any acts of violence. or use the Services in a manner that is
harmful, deceptive, threatening, harassing or obscene or that violates
any third-party intellectual property, contractual or other proprietary
rights.
The following is also strictly prohibited: (i) any behaviour of such a
nature as to interrupt, suspend, slow down or prevent the continuity of
the Services, any intrusion or attempted intrusion into DEEPIP’s
systems, (ii) any deliberate breach of security and authentication
measures.
Subject to the Agreement, a violation of any of the foregoing is grounds
for suspension or termination of your right to use or access the
Services, without any formalities ("de plein droit"), and without
prejudice to any compensation that may be claimed from the author of
the said violation by DEEPIP.
4. Personal Data
Subject to the Agreement, User shall refrain from uploading personal
data to the Software, unless an account manager at DEEPIP is
expressly notified in writing at least one (1) week prior to such upload
and expressly accepts in writing that DEEPIP shall process such
personal data in its capacity as data processor.
5. Guarantees
It is up to the User to take reasonable measures to protect its own
hardware, data, and/or software stored on its computer equipment
against any damage and to save its data.
User acknowledges that DEEPIP is not an independent professional
lawyer or qualified attorney, DEEPIP is not providing legal advice, and
that the Services are not intended to be used as a substitute for legal
advice or opinions, and that any information contained on, or outputs
generated by the Services is not legal advice and is not guaranteed to
be correct, complete or up-to-date, and that any information contained
on, or Outputs generated by the Services is not legal advice and is not
guaranteed to be correct, complete or up-to-date.

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