End User License Agreement

1. Definitions

In addition to terms defined elsewhere in this Agreement, the following terms have the meanings set forth below.

• “AI Model” means any large language model, vision model, classifier, or other machine-learning model used by the Platform to process Customer Data and generate Output, including OneTwelve’s Proprietary Models and any models offered by Third-Party LLM Providers.
• “Authorized User” means an individual (including Customer’s employees, clients, consultants, contractors, and agents) whom Customer authorizes to access the Platform using an individual Account, subject to any seat limit set forth in an Order Form.
• “Customer Data” means all Inputs and any other documents, text, information, data, code, content, or materials submitted by or on behalf of Customer to the Platform, and all Outputs generated therefrom.
• “Documentation” means OneTwelve’s then-current documentation describing the features, functions, and specifications of the Platform.
• “Inputs” means prompts, instructions, files, or other content submitted by Customer to the Platform, including any custom prompts or templates Customer develops.
• “Intellectual Property Rights” means all patents, trademarks, service marks, trade names, domain names, copyrights, works of authorship, database rights, trade secrets, know-how, and all other intellectual property rights recognized under the laws of any jurisdiction, whether registered or unregistered.
• “Order Form” means (a) any written ordering document executed by OneTwelve and Customer, or (b) a click-through online order, pricing page, or subscription page describing the Platform features, Service Capacity, Subscription Term, and applicable fees.
• “Output” means any text, analysis, classification, document, or other content generated by the Platform in response to Inputs, including AI-generated draft language, summaries, analyses, classifications, and extracted data.
• “Platform” means the OneTwelve AI software-as-a-service platform, including the web application, the Microsoft Word Add-in, any desktop application, application programming interfaces, and related services and Documentation.
• “Proprietary Models” means AI Models developed, hosted, or operated by OneTwelve directly within its own infrastructure.
• “Service Capacity” means the seat count, request limits, storage limits, or other usage metrics applicable to a Subscription, as set forth in the applicable Order Form.
• “Subscription” means the recurring right to access and use the Platform granted under this Agreement and an applicable Order Form.
• “Subscription Term” means the period during which Customer is entitled to access the Platform under an Order Form, including any renewal periods.
• “Third-Party LLM Providers” means third-party providers of AI Models accessed by the Platform via application programming interfaces, currently including OpenAI, L.L.C. (“OpenAI”) and Anthropic, PBC (“Anthropic”), and any other providers OneTwelve may integrate from time to time.
• “Third-Party Services” means any software, application programming interfaces, content, data, or services provided by third parties, including Third-Party LLM Providers, that the Platform uses or interoperates with.
• “Usage Data” means data derived from use and operation of the Platform, including volumes, frequencies, latency, error rates, and feature usage. Usage Data may be Identified (i.e., associated with Customer or an Authorized User) or Anonymized (de-identified and not reasonably linkable to any individual or organization).

2. Platform License

2.1 License Grant

Subject to this Agreement and any applicable Order Form, OneTwelve grants Customer, during the Subscription Term, a worldwide, non-exclusive, non-sublicensable, non-transferable, limited license to access and use the Platform solely for Customer’s internal business purposes and in accordance with the Documentation. The license includes the right for Customer to select among the AI Models that OneTwelve makes available within the Platform.

2.2 Authorized Users

The license in Section 2.1 extends to Customer’s Authorized Users, subject to the seat or capacity limits in the applicable Order Form. Each Authorized User must register an individual Account. Customer is responsible for the acts and omissions of its Authorized Users in connection with the Platform.

2.3 Restrictions on Use

Except as expressly permitted by this Agreement or as required by applicable law, Customer will not, and will not authorize or encourage any third party to:

• license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit the Platform or make it available to any third party, except for Customer’s clients to the extent contemplated by the Platform;
• reverse engineer, decompile, disassemble, translate, or otherwise attempt to derive the source code, object code, or underlying ideas, algorithms, or structure of the Platform, except to the extent applicable law expressly permits such activity notwithstanding this restriction;
• modify, adapt, or create derivative works of the Platform, or use its features, functions, or graphics to build a competing or substantially similar product or service, including any product that competes with the Platform or any underlying AI Model;
• remove, obscure, or alter any proprietary notice, label, or mark on or within the Platform;
• crawl, scrape, spider, harvest, or otherwise extract data from the Platform by manual or automated means, except as expressly permitted by the Documentation;
• submit, transmit, or have the Platform process material that is infringing, unlawful, defamatory, harassing, obscene, deceptive, or that violates the rights (including privacy and intellectual property rights) of any third party;
• attempt to gain unauthorized access to the Platform or any connected systems or networks, or interfere with or disrupt the integrity or performance of the Platform;
• access or use the Platform if Customer is a direct competitor of OneTwelve, except with OneTwelve’s prior written consent;
• impersonate any person, share Account credentials, or provide false identity or registration information;
• challenge, or assist any third party to challenge, the validity, ownership, or registration of any Intellectual Property Rights of OneTwelve in the Platform, the Documentation, or its trademarks;
• represent any Output as having been generated by a human;
• use the Platform in violation of applicable law (including data protection, privacy, export-control, and sanctions laws), the Documentation, or the usage policies of any Third-Party LLM Provider;
• use the Platform in any manner that may materially impair the functionality, security, or performance of the Platform or pose a security risk to other users; or
• attempt to access the Platform other than through the interfaces OneTwelve provides.

Customer will comply with all applicable local, state, national, and foreign laws, treaties, and regulations in connection with its and its Authorized Users’ use of the Platform. Customer will promptly notify OneTwelve of any actual or suspected breach of this Section 2.3.

2.4 Account Activation

As part of the Platform, OneTwelve will provision Customer with a primary administrative account (a “Master Account”). Customer is responsible for all activities performed under its Master Account and any Authorized User accounts. Customer and each Authorized User will: (a) provide true, accurate, current, and complete registration information; (b) maintain and update that information; (c) safeguard credentials; and (d) promptly notify OneTwelve of any unauthorized use of an Account or other security breach. OneTwelve may suspend or terminate any Account if it reasonably suspects registration information is inaccurate or incomplete.

2.5 Account Credentials

Customer is responsible for all activity conducted using its Account and the Accounts of its Authorized Users, whether authorized or not. OneTwelve is not liable for loss arising from another party’s use of Customer credentials, with or without Customer’s knowledge, unless caused by OneTwelve’s breach of its security obligations under this Agreement.

2.6 Customer Disclosure Obligations

If Customer is a law firm or legal-services provider, or otherwise uses the Platform in connection with services it provides to end-clients, Customer will: (a) disclose to its end-clients that it is using artificial intelligence, including the Platform, in connection with the patent drafting, prosecution, analysis, or other workflow it performs for those end-clients; and (b) obtain any affirmative consents required under applicable rules of professional conduct and any engagement agreement.

2.7 Suspension

OneTwelve may suspend Customer’s or any Authorized User’s access to the Platform if, in OneTwelve’s reasonable judgment, continued access threatens the security, integrity, or availability of the Platform, violates this Agreement, or violates applicable law. Where practicable, OneTwelve will give Customer prior notice and an opportunity to cure before suspension, except in cases of urgent risk.

3. Subscription, Order Forms, and Payment

3.1 Self-Serve and Order Form Subscriptions

Subscriptions may be purchased either: (a) online via OneTwelve’s subscription page or in-product checkout (a “Self-Serve Subscription”); or (b) under a signed Order Form (an “Enterprise Subscription”). Where Customer has an executed Order Form, the terms of that Order Form will control over any conflicting terms in a Self-Serve checkout. This Agreement governs all Subscriptions.

3.2 Subscription Fees

Customer will pay the fees set forth on the applicable Order Form or subscription page (the “Fees”). Unless the Order Form provides otherwise, Fees are billed in advance, are non-cancelable, and are non-refundable except as expressly provided in this Agreement.

3.3 Payment Method

For Self-Serve Subscriptions, Customer will provide and maintain a valid credit or debit card or other payment method, and authorizes OneTwelve (and its third-party payment processor) to charge that method for all Fees, including renewal Fees, without further authorization. OneTwelve currently uses a third-party payment processor; by using a Self-Serve Subscription, Customer agrees to the payment processor’s terms of service. For Enterprise Subscriptions, OneTwelve will invoice Customer per the Order Form and payment is due within thirty (30) days of the invoice date unless the Order Form states otherwise.

3.4 Auto-Renewal and Non-Renewal

Unless an Order Form provides otherwise, each Subscription will automatically renew for successive renewal terms of equal duration to the initial term. For Subscriptions with a term longer than one month, either party may prevent renewal by giving the other written notice of non-renewal at least thirty (30) days before the end of the then-current term. For monthly Subscriptions, either party may prevent renewal by giving notice at least ten (10) days before the end of the then-current month.

3.5 Free Trial

OneTwelve may, in its discretion, offer Customer a free trial of the Platform (a “Free Trial”). Unless otherwise stated on the applicable Order Form or sign-up page, a Free Trial lasts for fourteen (14) days from the date OneTwelve grants access. If Customer provides a payment method during sign-up and does not cancel before the end of the Free Trial, OneTwelve may charge that payment method for the Subscription plan Customer selected, in accordance with Sections 3.2 and 3.3. Free Trials are limited to new customers and may be modified or terminated by OneTwelve at any time. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, DURING ANY FREE TRIAL THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH NO WARRANTIES, NO INDEMNIFICATION, AND NO SERVICE-LEVEL OBLIGATIONS, AND ONETWELVE’S AGGREGATE LIABILITY DURING ANY FREE TRIAL IS CAPPED AT ONE THOUSAND U.S. DOLLARS ($1,000).

3.6 Price Changes

OneTwelve may adjust Fees by giving Customer at least thirty (30) days’ prior notice. Adjusted Fees take effect upon the next renewal of the then-current Subscription Term. If a Third-Party LLM Provider materially increases its cost to OneTwelve in a way that affects Customer’s usage, OneTwelve may pass through that increase on at least thirty (30) days’ notice; if Customer does not agree, Customer’s sole remedy is to terminate the affected Subscription and receive a pro-rata refund of unused prepaid Fees.

3.7 Late Payment

Past-due amounts that are not reasonably disputed accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. OneTwelve may, on notice and a reasonable opportunity to cure, suspend access to the Platform if undisputed amounts remain unpaid for more than thirty (30) days after the due date. Customer will reimburse OneTwelve for reasonable costs of collection, including attorneys’ fees.

3.8 Acceleration

On termination of this Agreement for any reason other than termination by Customer for OneTwelve’s uncured material breach, all unpaid Fees for the remainder of the then-current Subscription Term become immediately due and payable.

3.9 Taxes

Fees do not include taxes, levies, duties, or similar governmental assessments. Customer is responsible for all such Taxes (excluding taxes based on OneTwelve’s net income). If OneTwelve is required to collect Taxes for which Customer is responsible, OneTwelve will invoice Customer for those amounts, unless Customer provides a valid tax-exemption certificate.

4. Customer Data and Output

4.1 Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data, including all Inputs and Outputs, and all Intellectual Property Rights therein. OneTwelve will not disclose Customer Data except as compelled by law (subject to Section 7.3) or as expressly permitted in writing by Customer, and will not access Customer Data except to provide the Platform, to prevent or address technical or security problems, or as otherwise permitted in this Agreement or an Order Form.

4.2 Customer Responsibility

Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data, and for ensuring that it has all rights, licenses, consents, and permissions necessary for OneTwelve to process Customer Data as contemplated by this Agreement. OneTwelve is not responsible or liable for the accuracy, availability, or completeness of any Customer Data or Output, or for Customer’s reliance on any Output.

4.3 No Sensitive Data

Customer will not upload, transmit, store, or otherwise make available through the Platform any of the following categories of information unless OneTwelve has expressly consented in writing (collectively, “Sensitive Data”):

• Social security number, passport number, driver’s license number, or similar government-issued identifier (or any portion thereof);
• Full credit or debit card numbers (other than the truncated last four digits), CVVs, bank account numbers, or other financial account credentials;
• Genetic, biometric, or health information protected under HIPAA or similar laws;
• Information revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, or information concerning sex life or sexual orientation;
• Account passwords, security-question answers, mother’s maiden name, or date of birth;
• Criminal history or background-check information;
• Any other information falling within the definition of “special categories of data,” “sensitive data,” or “sensitive personal information” under any applicable privacy or data-protection law; and
• Personal information of children under the age of 16.

OneTwelve will have no liability for any Sensitive Data submitted in violation of this Section 4.3.

4.4 Data Storage and Retention

Customer Data submitted to the Platform is retained for the period necessary to provide the Platform and as described in our Privacy Policy. Following termination or expiration of this Agreement, OneTwelve will make Customer Data available for export for thirty (30) days, after which OneTwelve will delete Customer Data from its active systems, subject to legally permitted retention in backups, archives, and audit logs as described in the Privacy Policy.

4.5 License to Provide the Platform

During the Term, Customer grants OneTwelve a non-exclusive, worldwide, royalty-free license to access, use, host, copy, transmit, display, and process Customer Data solely as necessary to: (a) provide and operate the Platform and any features Customer uses; (b) prevent and address technical, security, fraud, or abuse issues; (c) comply with applicable law; and (d) enforce this Agreement.

4.6 Usage Data

OneTwelve may collect, use, and analyze Usage Data to operate, monitor, secure, and improve the Platform. OneTwelve may use Identified Usage Data internally and to generate usage reports for Customer. OneTwelve may use and disclose Anonymized Usage Data (data that has been de-identified and is not reasonably linkable to any individual, Customer, or Customer’s clients) for any lawful business purpose, including service improvement and benchmarking. OneTwelve will not attempt to re-identify Anonymized Usage Data and will not provide Identified Usage Data to Third-Party LLM Providers.

5. AI Models and Third-Party Services

5.1 AI Models Used

The Platform uses a combination of: (a) Proprietary Models hosted and operated by OneTwelve within its own infrastructure; and (b) AI Models provided by Third-Party LLM Providers, currently including OpenAI (GPT family) and Anthropic (Claude family). OneTwelve may add, remove, or substitute AI Models from time to time at its discretion, provided it gives Customer reasonable notice of any material change to the available Models.

5.2 No-Training Commitment

OneTwelve will not use Customer Data to train, validate, fine-tune, update, improve, or otherwise develop any AI Model or other technology that utilizes machine learning, deep learning, statistical learning algorithms, large language models, neural networks, or similar methodologies, for itself or any third party other than Customer. With respect to Third-Party LLM Providers, OneTwelve will only use providers that contractually commit to: (i) process Inputs and Outputs solely to provide their services to OneTwelve; (ii) not use Inputs or Outputs to train or improve their own models; and (iii) maintain the confidentiality of Inputs and Outputs on terms consistent with Section 7.

5.3 Third-Party Provider Policies

Customer will not use the Platform in a manner that violates the usage policies of any Third-Party LLM Provider whose Model Customer selects, including OpenAI’s Usage Policies (available at openai.com/policies/usage-policies) and Anthropic’s Acceptable Use Policy (available at anthropic.com/legal/aup). OneTwelve is not responsible for the availability or operation of any Third-Party LLM Provider or other Third-Party Service, and makes no representations or warranties with respect to them, except for the no-training and confidentiality commitments described in Section 5.2.

5.4 Not Legal Advice

OneTwelve is not a law firm, is not a patent attorney or registered patent agent, and does not provide legal advice. No attorney-client relationship or attorney-client privilege is created with OneTwelve by Customer’s use of the Platform. Output is not legal advice and is not guaranteed to be correct, complete, or current. Customer is solely responsible for any decisions made or actions taken based on Output.

5.5 Human Review Required

Output is provided to assist a qualified human reviewer, not to replace one. Customer agrees that any Output intended for use in a patent application, response to an office action, opinion, court filing, or other legal document must be reviewed, verified, and edited by a licensed patent practitioner or other appropriately qualified professional before use or filing. OneTwelve disclaims all responsibility for any Output that is used without such review.

6. Intellectual Property

6.1 OneTwelve IP

As between the parties, OneTwelve and its licensors retain all right, title, and interest in and to the Platform, the Proprietary Models, the Documentation, and all underlying software, algorithms, user interfaces, designs, and Intellectual Property Rights, including any derivative works thereof. Except for the limited rights expressly granted in Section 2, no rights or licenses are granted to Customer.

6.2 Customer IP

Customer retains all right, title, and interest in and to Customer Data, subject to the license in Section 4.5. As between the parties, OneTwelve has no ownership interest in Outputs, subject to any rights of Third-Party LLM Providers under their applicable terms.

6.3 Feedback

If Customer or any Authorized User provides feedback, suggestions, or ideas about the Platform or OneTwelve’s business (“Feedback”), Customer hereby grants OneTwelve a perpetual, irrevocable, worldwide, royalty-free, fully-paid, sublicensable license to use, exploit, and incorporate that Feedback for any purpose, without obligation to Customer.

7. Confidentiality

7.1 Confidential Information

“Confidential Information” means non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is either marked or identified as confidential, or that should reasonably be understood as confidential given its nature and the circumstances of disclosure. OneTwelve’s Confidential Information includes non-public information about the Platform’s features, functionality, roadmap, pricing, performance, and Usage Data. Customer’s Confidential Information includes Customer Data.

7.2 Non-Use and Non-Disclosure

The Recipient will: (a) use the same standard of care to protect the Discloser’s Confidential Information as it uses to protect its own confidential information of like importance, and in no event less than a reasonable standard of care; (b) not use Confidential Information for any purpose other than to exercise its rights and perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party other than its employees, advisors, agents, or subcontractors who have a legitimate need to know and who are bound by written confidentiality obligations at least as protective as this Section 7.

7.3 Exceptions

The obligations in Section 7.2 do not apply to information that the Recipient can demonstrate: (a) is or becomes generally available to the public without breach of this Agreement; (b) was already in the Recipient’s possession without restriction before receipt from the Discloser; (c) is independently developed by the Recipient without reference to or use of the Discloser’s Confidential Information; or (d) is rightfully received without restriction from a third party. Nothing in this Section 7 prevents disclosure required by law or legal process, provided that the Recipient gives the Discloser prompt prior notice (to the extent legally permitted) and reasonable cooperation to seek a protective order or limit the disclosure.

7.4 Return or Destruction

On termination of this Agreement or earlier on the Discloser’s written request, the Recipient will return or, at the Discloser’s option, destroy all Confidential Information of the Discloser in its possession or control, except for information retained in routine backups, archives, or audit logs, which will remain subject to the confidentiality obligations of this Section for so long as it is retained.

7.5 Equitable Remedies

Each party acknowledges that unauthorized disclosure or use of the other party’s Confidential Information may cause irreparable harm for which monetary damages would be inadequate. Either party may seek injunctive or other equitable relief, without the requirement of posting a bond, in addition to any other available remedies.

8. Microsoft Word Add-in

The OneTwelve AI Word Add-in operates within Microsoft Word and accesses the content of the active document with Customer’s permission. The Add-in:

• Only reads document content when Customer actively uses a feature that requires it;
• Does not access other documents, files, or data on Customer’s device;
• Communicates only with OneTwelve AI servers over encrypted HTTPS connections;
• Requires ReadWriteDocument permission to insert generated content at Customer’s direction; and
• Operates within Microsoft’s Office Add-in sandbox and is subject to Microsoft’s Microsoft 365 App Compliance Program requirements in addition to this Agreement.

Removing the Add-in does not delete Customer’s OneTwelve AI account or any Customer Data already stored within the Platform.

9. Maintenance, Updates, Support, and Beta Features

9.1 Maintenance

OneTwelve may perform routine maintenance from time to time. Where maintenance is reasonably expected to make the Platform unavailable for more than sixty (60) consecutive minutes, OneTwelve will use reasonable efforts to give Customer advance notice and to perform the work during off-peak hours.

9.2 Updates

OneTwelve may, at its discretion, release updates, upgrades, bug fixes, patches, and new features (“Updates”). All Updates form part of the Platform and are subject to this Agreement. OneTwelve will not materially degrade core Platform functionality during a Subscription Term, except where required to comply with law, address a security issue, or respond to a change imposed by a Third-Party Service.

9.3 Support

OneTwelve will provide reasonable email-based support during normal U.S. business hours, on a commercially reasonable best-efforts basis, at no additional charge. Premium support levels may be offered under an Order Form.

9.4 Beta Features

OneTwelve may offer features clearly designated as “beta,” “preview,” “pilot,” “non-production,” or similar (“Beta Features”). Beta Features are provided “as is” and “as available,” without any warranty, indemnification, or service-level commitment, and OneTwelve may modify or discontinue them at any time.

9.5 Service Availability

OneTwelve will use commercially reasonable efforts to make the Platform available, but does not guarantee uninterrupted access. Availability may be affected by maintenance, Updates, factors beyond OneTwelve’s reasonable control, or interruptions in Third-Party Services.

10. Representations, Warranties, and Disclaimer

10.1 Mutual

Each party represents and warrants that it has the legal authority to enter into this Agreement and to perform its obligations under it.

10.2 OneTwelve

OneTwelve represents and warrants that: (a) it has the rights, licenses, and authorizations necessary to grant the rights set forth in this Agreement; and (b) the Platform will perform substantially in conformity with the Documentation under normal use. If the Platform fails to comply with the warranty in (b) and Customer notifies OneTwelve in writing, OneTwelve will, as Customer’s sole and exclusive remedy and OneTwelve’s sole liability for breach of that warranty, either (i) use reasonable efforts to repair or work around the defect; or (ii) refund the Fees attributable to the period of non-compliance, subject to Customer ceasing use of the affected portion of the Platform.

10.3 Customer

Customer represents and warrants that: (a) it has all rights, licenses, consents, and authorizations necessary for OneTwelve to process Customer Data as contemplated by this Agreement; (b) Customer Data and Customer’s use of the Platform do not and will not violate this Agreement, any applicable law, or the rights of any third party; and (c) Customer’s use of the Platform complies with the usage policies of any Third-Party LLM Provider whose Model Customer selects.

10.4 Disclaimer

Except as expressly set forth in this Section 10, the Platform is provided “as is” and “as available,” and OneTwelve, its affiliates, licensors, and suppliers disclaim all warranties, conditions, and representations, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from a course of dealing or usage of trade. OneTwelve does not warrant that the Platform will be uninterrupted, error-free, secure, or free of harmful components; that any output generated will meet Customer’s requirements or be accurate, complete, legal, or non-infringing; that a patent application incorporating any output will be approved; or that the Platform will conform to any particular professional standard. Customer assumes all responsibility for determining whether the Platform is appropriate for Customer’s purposes.

11. Indemnification

11.1 By OneTwelve

OneTwelve will defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against third-party claims, and pay damages, costs, and reasonable attorneys’ fees finally awarded against Customer or agreed in settlement, to the extent based on an allegation that the Platform (excluding Customer Data, Third-Party Services, and any Output) infringes a third party’s patent, copyright, trademark, or trade-secret rights. If the Platform becomes, or in OneTwelve’s opinion is likely to become, the subject of such a claim, OneTwelve may, at its option: (a) modify the Platform to be non-infringing; (b) obtain a license to allow continued use; or (c) terminate the affected Subscription and refund a pro-rata portion of any prepaid Fees. This Section 11.1 states OneTwelve’s sole obligation, and Customer’s sole remedy, for any claim of infringement.

OneTwelve’s obligations under this Section 11.1 do not apply to the extent any claim arises from: (i) modifications to the Platform made by anyone other than OneTwelve; (ii) use of the Platform in combination with materials, products, or services not provided by OneTwelve, where the claim would not have arisen but for the combination; (iii) Customer Data; (iv) Output as used or modified by Customer; (v) Third-Party Services; (vi) Customer’s continued use after notice of an alleged infringement or after OneTwelve has made a non-infringing alternative available; or (vii) Customer’s breach of this Agreement.

11.2 By Customer

Customer will defend, indemnify, and hold harmless OneTwelve and its officers, directors, employees, licensors, and agents from and against any third-party claims, damages, costs, and reasonable attorneys’ fees arising from or relating to: (a) Customer Data, including any allegation that Customer Data or OneTwelve’s processing of Customer Data in accordance with this Agreement infringes a third party’s rights or violates applicable law; (b) Customer’s or any Authorized User’s breach of Section 2 (Platform License), Section 4 (Customer Data), or Section 10.3 (Customer Representations); (c) any Output as used, modified, filed, or relied upon by Customer; or (d) Customer’s violation of applicable law in connection with use of the Platform.

11.3 Procedure

The party seeking indemnification (the “Indemnified Party”) will: (a) promptly notify the indemnifying party (the “Indemnifying Party”) in writing of the claim (failure to provide prompt notice will not relieve the Indemnifying Party except to the extent it is materially prejudiced); (b) give the Indemnifying Party sole control of the defense and settlement, provided that the Indemnifying Party will not settle any claim that imposes a non-monetary obligation or admission on the Indemnified Party without the Indemnified Party’s prior written consent; and (c) cooperate reasonably at the Indemnifying Party’s expense. The Indemnified Party may participate in the defense at its own expense with counsel of its choice.

12. Limitation of Liability

To the maximum extent permitted by applicable law, and except for (a) each party’s indemnification obligations under Section 11, (b) Customer’s breach of Section 2.3 (Restrictions on Use), Section 4.3 (No Sensitive Data), or Section 6 (Intellectual Property), and (c) Customer’s payment obligations, in no event will either party, its affiliates, licensors, or suppliers be liable to the other party or any third party for any indirect, incidental, special, consequential, or punitive damages, lost profits, lost revenue, lost data, business interruption, or cost of substitute goods or services, regardless of the theory of liability and even if advised of the possibility of such damages.

Except for the items in (a) through (c) above, each party’s aggregate liability arising out of or relating to this Agreement will not exceed the Fees paid or payable by Customer to OneTwelve in the twelve (12) months immediately preceding the event giving rise to the claim.

Customer expressly acknowledges that AI-generated Output may contain errors, omissions, or inaccuracies, and that Customer is solely responsible for reviewing and verifying all Output before any use, filing, or reliance in any legal or professional context.

13. Term and Termination

13.1 Term

This Agreement begins on the Effective Date and continues for as long as any Subscription is in effect, plus a tail period of ninety (90) days for surviving obligations (the “Term”).

13.2 Subscription Term

Each Subscription Term is set out in the applicable Order Form (or, for Self-Serve Subscriptions, the subscription page) and renews automatically as described in Section 3.4 unless either party gives timely notice of non-renewal.

13.3 Termination

Either party may terminate this Agreement or any affected Subscription on written notice if: (a) the other party commits a material breach that is not cured within thirty (30) days (or, for payment breaches, ten (10) days) after receiving notice of the breach; or (b) the other party becomes the subject of a petition in bankruptcy or insolvency proceeding that is not dismissed within sixty (60) days. OneTwelve may additionally terminate this Agreement or any Subscription on notice if: (i) OneTwelve reasonably determines that continued operation of the Platform would violate applicable law; or (ii) a Third-Party LLM Provider critical to the Platform’s operation discontinues access on terms that make continued provision commercially impracticable.

13.4 Post-Termination

On termination or expiration, Customer’s right to use the Platform ends immediately. OneTwelve will make Customer Data available for export for thirty (30) days after termination, after which OneTwelve will delete Customer Data from its active systems, subject to legally permitted retention in backups, archives, and audit logs as described in the Privacy Policy. Customer remains responsible for any Fees accrued before termination, and Fees for the remainder of the then-current Subscription Term become immediately due in accordance with Section 3.8 (Acceleration) unless Customer is terminating for OneTwelve’s uncured material breach.

13.5 Survival

Sections 4 (Customer Data and Output, with respect to ownership and license tail), 6 (Intellectual Property), 7 (Confidentiality), 10.4 (Disclaimer), 11 (Indemnification), 12 (Limitation of Liability), 13.4 (Post-Termination), 13.5 (Survival), 14 (Dispute Resolution and Governing Law), and 15 (Miscellaneous) will survive any expiration or termination of this Agreement.

14. Dispute Resolution and Governing Law

14.1 Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Binding Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement, the Platform, or the relationship between the parties (a “Dispute”) will be resolved by binding arbitration administered by JAMS under its then-current Comprehensive Arbitration Rules and Procedures (or, where the amount in controversy is below the JAMS threshold for those rules, its Streamlined Arbitration Rules). The seat and legal place of arbitration is Wilmington, Delaware, and proceedings will be conducted in English. The arbitrator’s award is final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

14.3 Class-Action Waiver

Each party agrees that Disputes will be resolved on an individual basis and not as part of any class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate claims of more than one person or preside over any form of representative or class proceeding.

14.4 Equitable Relief

Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, including misuse of intellectual property or Confidential Information, without first submitting the matter to arbitration.

14.5 Prevailing Party

In any arbitration or court proceeding to enforce this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees, expert witness fees, and other costs incurred.

15. Miscellaneous

15.1 Privacy Policy

OneTwelve’s collection and use of personal data is governed by the Privacy Policy, which is incorporated into this Agreement by reference. If Customer processes personal data of third parties through the Platform (for example, inventor information in patent applications), Customer represents that it has obtained all necessary consents and has a lawful basis for that processing.

15.2 Publicity

During the Subscription Term, Customer grants OneTwelve a limited, non-exclusive, non-transferable right to use Customer’s name and logo to identify Customer as a customer on the OneTwelve website and in marketing materials. OneTwelve will use the name and logo in a manner consistent with any reasonable brand guidelines Customer provides in writing. Customer may withdraw this consent at any time on written notice.

15.3 Assignment

Neither party may assign this Agreement without the other party’s prior written consent, except that either party may assign this Agreement, without consent, to a successor in interest in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or equity. OneTwelve may engage affiliates or subcontractors to perform its obligations, provided that OneTwelve remains responsible for their compliance with this Agreement. Any assignment in violation of this Section is void.

15.4 Notices

OneTwelve may deliver notices to Customer by email to the address on file with Customer’s Account or by in-product notification. Customer must deliver legal notices to OneTwelve by email to [email protected] with a copy to [email protected]. Notices are effective on receipt as confirmed by electronic records.

15.5 Relationship of the Parties

The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, fiduciary, or employment relationship.

15.6 Non-Exclusivity

Nothing in this Agreement restricts OneTwelve from providing similar services to any other person or entity, including Customer’s competitors.

15.7 Force Majeure

Except for payment obligations, neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, fire, flood, severe weather, earthquake, war, terrorism, riots, labor disputes, internet or utility failures, denial-of-service attacks, pandemic, or governmental action.

15.8 Severability

If any provision of this Agreement is held to be unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect.

15.9 Waiver

No failure or delay in exercising any right under this Agreement constitutes a waiver of that right. Any waiver must be in writing and signed by the waiving party.

15.10 Entire Agreement

This Agreement, together with any Order Form, the Privacy Policy, and any documents referenced herein, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, or representations, whether written or oral. In the event of a conflict between this Agreement and an Order Form, the Order Form controls solely for the Subscription it governs.

15.11 Modification

OneTwelve may modify this Agreement from time to time by posting an updated version at this URL and updating the “Last Updated” date. For material changes, OneTwelve will provide at least thirty (30) days’ notice by email or in-product notification. Customer’s continued use of the Platform after the effective date of a revised Agreement constitutes acceptance of the revised Agreement. Order Form terms may only be modified by a writing signed by both parties.

15.12 Counterparts and Electronic Delivery

Any Order Form may be executed in counterparts and delivered by electronic means, including email of a scanned or electronically signed copy, each of which constitutes an original.

15.13 Headings

Section headings are for convenience only and do not affect interpretation.

16. Contact Us

For questions about this Agreement, contact OneTwelve at: