Terms and Conditions of Usage
Thank you for your interest in ExcavAIte, Inc. (“we,” or “us”) and for using our AI-powered invention disclosure platform available at https://www.excavaite.com (the “Service”). This Agreement is a legally binding contract between you and us regarding your use of the Service.
PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY.
BY CLICKING “I ACCEPT,” OR BY ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THIS AGREEMENT. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THIS AGREEMENT, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND OUR PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY US AND BY YOU TO BE BOUND BY THE TERMS BELOW. If you are an entity, organization, or company, then the individual accepting this Agreement on your behalf represents and warrants that they have authority to bind you to this Agreement and you agree to be bound by this Agreement.
1. Service. The Service enables users to upload information, documents, files, data, images, text, and other material to the platform (“Materials”) and prepares invention disclosures records for the user based on such materials (“Invention Disclosure Reports”).
2. Program. If we provide you with credentials that enable you to access the Service, then, subject to your compliance with this Agreement, we grant you, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service and Invention Disclosure Reports during the period of time that we make the Service available to you. You may not share your credentials or access to the Service with any other person.
3. Restrictions. You will not: (a) modify, disassemble, create derivative works of, translate, decompile, reverse engineer, rent, lease, loan, transfer, or copy any portion of the Service; (b) input, upload, transmit, or otherwise provide to or through the Service any information or materials (including your Materials) that are unlawful or injurious, or contain, transmit, or activate any virus, worm, trojan horse, malware, or other malicious computer code; (c) circumvent, disable, or otherwise interfere with the Service’s operation, security, or other technical features or measures of the Service; (d) use the Service to develop a similar or competing product or service; (e) perform or conduct any benchmarking or similar activities (including publishing benchmarks or performance information about the Service); (f) transmit or upload any viruses, trojan horses, backdoors, malware, or any other forms of harmful or malicious materials to or through the Service; or (g) permit any third party to do any of the foregoing.
4. Feedback. If you provide us with recommendations, suggestions, or other feedback relating to the Service or any other product or service provided by us (“Feedback”), you hereby grant us an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to freely use, disclose, reproduce, license, distribute, and otherwise exploit the Feedback in any manner and for any purpose, including to improve the Service and to commercialize the Feedback in any product, technology, service, specification, or other documentation provided by us. We will have no obligation to provide you with attribution or compensation for any Feedback provided to us.
5. Confidential Information. “Confidential Information” means any non-public information of a party that is disclosed to the receiving party (“Recipient”) during the Term by the disclosing party (“Discloser”) that the Recipient knows or has reason to know is confidential or proprietary information of the Discloser. Our Confidential Information includes information that we disclose to you or that you obtain in connection with this Agreement that relates to: (a) the Service (including any related documentation, Feedback, or any information regarding its actual or contemplated features, functionality, design or performance); or (b) our other present or future products, plans, prices, or customers. Your Confidential Information includes your Materials and your Invention Disclosure Reports. As Recipient, each party will: (a) use the other party’s Confidential Information only to fulfill its obligations and exercise its rights under this Agreement; and (b) not disclose the other party’s Confidential Information to a third party unless the third party must access the Confidential Information to perform in accordance with this Agreement. These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using Confidential Information. Nothing in this Agreement prohibits Recipient from making disclosures of Confidential Information, if required by law, subpoena, or court order, provided (if permitted by law) Recipient notifies Discloser in advance and cooperates in any effort to obtain confidential treatment.
6. Term and Termination. This Agreement continues until a final release version of the Service is made commercially available (“Term”), unless earlier terminated pursuant to this Section 6. We may terminate this Agreement at any time for any reason upon notice to you. You may terminate this Agreement for any reason with 30 days prior written notice to us. Upon termination or expiration of this Agreement: (a) you will discontinue all use of the Service; and (b) the right to the access the Service granted in Section 2 will immediately terminate. Sections 4, 5, 6, 7, 9, 10, 11, and 13 survive any termination or expiration of this Agreement.
7. Intellectual Property. As between you and us, we retain all right, title and interest (including all intellectual property rights), in and to the Service and any Feedback, including its visual interfaces, graphical design, computer code, documentation and all other elements. Subject to the licenses granted in this Agreement, you retain any and all intellectual property rights or other proprietary rights that you may hold in the Materials that you upload to the Service and to any Invention Disclosure Reports that you generate using the Service. To the extent that we obtain any rights in and to any of the foregoing, we hereby assign to you such rights. Without limiting the foregoing, you hereby grant us a non-exclusive, worldwide, royalty-free, fully paid, sublicensable, fully transferable, irrevocable license to use, process, transmit, store, analyze, and aggregate any Materials or other information you upload to the Service or otherwise make available to us and the Invention Disclosure Reports that you generate using the Service: (a) during the Term, solely as necessary to provide the Service to you; and (b) in perpetuity, to develop and improve our products and services, but only to the extent that such Materials have been deidentified or aggregated such that the resulting data no longer reasonably identifies you; provided, however, that the license set forth in this sentence will not be understood to permit us to provide your Materials in raw form to any person or entity other than your designees or our service providers for the purpose of enabling their provision of services to us. You are responsible for your Materials, including its content and accuracy, and will comply with applicable laws when using the Service. You represent and warrant that you have made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for us to collect, access, use, disclose, transfer, transmit, store, host, or otherwise process your Materials as set forth in this Agreement without violating or infringing applicable laws, third-party rights, or terms or policies that apply to your Materials.
8. Third-Party API Terms. In order to operate the Service and provide the Invention Disclosure Reports, we use certain third-party applications, systems, software, products and services, including large language models, that interoperate with the Service (“Third-Party Platforms”). We do not endorse, are not responsible or liable for, and make no representations or warranties as to any aspect of such Third-Party Platforms, including their content, the manner in which they handle your data (including your Materials), or their security, functionality, operation, availability, or interoperability with the Service. By accessing and using the Service, you authorize us to access and exchange your Materials with such Third-Party Platforms on your behalf. Certain features of the Service may leverage APIs provided by OpenAI, L.L.C. (“OpenAI”) or its affiliates. You agree to review and comply with the OpenAI terms of use at https://openai.com/policies/terms-of-use and privacy policy at https://openai.com/policies/privacy-policy. By using OpenAI’s features, you may be subject to certain OpenAI terms and policies, including OpenAI’s Sharing & Publication Policy available here.
9. Disclaimer. You understand and agree that: (a) the Service is pre-release and provided without any warranties; (b) the Service is not designed for use in a production environment or in connection with mission-critical infrastructure; (c) we may update the Service from time to time without notice, and any such update could adversely affect the performance or availability of the Service; and (d) we are not responsible for any output, content, or other materials generated or produced by Third-Party Platforms, including any Invention Disclosure Reports. You acknowledge and agree that: (a) the Service may produce inaccurate or erroneous outputs; (b) that it is your sole responsibility to verify the accuracy of any information, including Invention Disclosure Reports, obtained from the Service; (c) the Service, including any Invention Disclosure Reports, is not legal, tax, investment, or other advice; (d) you will not rely on the Service or any output as a substitute for professional advice; and (e) you are responsible for your own research and decision-making, and for any acts or omissions you undertake based on information you receive from the Service. We do not guarantee that you will be able to access the Service or that your access to the Service will be uninterrupted or bug free. THE SERVICE IS PROVIDED “AS IS,” AND WE HEREBY DISCLAIM ALL WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
10. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE TO YOU FOR: (A) ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, RELIANCE, OR SPECIAL DAMAGES; OR (B) AGGREGATE TOTAL DAMAGES OR LIABILITY OF ANY KIND IN EXCESS OF FIFTY DOLLARS ($50). THE FOREGOING LIMITATIONS APPLY WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. The immediately foregoing sentence will apply to the maximum extent permissible under applicable law. You acknowledge that our ability to offer you access to the Service in advance of its public release is based on these limitations, and that they represent a reasonable allocation of risk between you and us.
11. Indemnification. You will indemnify, defend and hold harmless us and our affiliates and our respective directors, officers, employers, agents, successors and assigns from and against any and all claims, demands, or actions made by a third party, and all liabilities, settlements, costs, damages and fees (including reasonable attorneys’ fees and costs) arising from or in connection with: (a) your Materials; (b) any dispute between you and a provider of a Third-Party Platform; (c) any breach of this Agreement by you.
12. Support. During the Term, you may contact us at support@excavaite.com if you experience any issue with respect to the Service. Except as expressly stated in this Agreement, we are under no obligation to support or maintain the Service or to provide any updates, upgrades, or other technical support to you with respect to the Service or your Materials and Invention Disclosure Reports.
13. Miscellaneous. This Agreement constitutes the entire agreement between you and us with respect to pilot use of the Service. Any amendment or modification must be in writing and duly executed by both of us. In the event that any portion of this Agreement is held unenforceable, the unenforceable portion will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the rest of the Agreement will remain in full force and effect. Waiver of any breach or provision of this Agreement will not be construed as a waiver of any other breach or provision. You shall not assign this Agreement or any of its rights or obligations under this Agreement without our prior written consent, and any such attempted assignment will be void and of no effect. We may assign this Agreement and all of its rights and obligations hereunder without limitation. This Agreement will bind the parties’ respective heirs, successors, and permitted assigns. This Agreement is governed by California law, and the federal and state courts located in Palo Alto, California have exclusive jurisdiction over all actions arising hereunder.