TERMS OF USE

These Terms of Use (“Terms”) govern access to and use of the IPGen platform, including all software, applications, websites, APIs, artificial intelligence and machine learning systems, tools, workflows, documentation, templates, content, and related services (collectively, the “Services”) provided by International Products Generated, Inc. d/b/a IPGen, a Delaware corporation (“IPGen,” “Company,” “we,” “us,” or “our”).

By accessing or using the Services, creating an account, executing an order form, or clicking acceptance, you (“User,” “Customer,” “you,” or “your”) agree to be legally bound by these Terms and all incorporated policies, including the Privacy Policy, Data Processing Addendum, AI Use Policy, Acceptable Use Policy, and any applicable Master Services Agreement, Order Form, or Subscription Agreement (collectively, the “Agreement”).

If you are entering into these Terms on behalf of an entity, you represent and warrant that you have authority to bind such entity, and “Customer” refers to that entity.

1. Eligibility and Authority

You represent and warrant that:

(a) You are at least eighteen (18) years of age;
(b) You have full legal capacity to enter into a binding contract;
(c) You are not prohibited from using the Services under applicable law;
(d) You are not located in, and are not a national or resident of, any country subject to U.S. embargo or comprehensive sanctions;
(e) You are not listed on any U.S. government restricted party list.

2. Definitions

For purposes of these Terms, the following capitalized terms have the meanings set forth below:

“AI Assets” means all artificial intelligence and machine learning models, architectures, weights, embeddings, parameters, prompts, system prompts, fine-tuned variants, training pipelines, evaluation datasets, vector stores, retrieval systems, orchestration logic, and related technologies used in or underlying the Services.

“Confidential Information” means all non-public technical, business, financial, legal, operational, and strategic information disclosed in connection with the Services, whether in written, oral, visual, electronic, or other form, including trade secrets and proprietary information.

“Customer Data” means all data, content, materials, documents, inventions, prompts, inputs, files, and information submitted to the Services by or on behalf of Customer.

“Outputs” means all results, drafts, analyses, text, recommendations, diagrams, code, or other materials generated by the Services in response to Customer inputs.

“Intellectual Property Rights” means all rights in patents, patent applications, copyrights, trade secrets, trademarks, service marks, database rights, moral rights, and all other proprietary rights worldwide.

3. Account Registration and Security

To access certain features of the Services, Customer must create and maintain an account. Customer agrees to:

(a) Provide accurate, current, and complete registration information;
(b) Maintain the confidentiality of account credentials;
(c) Promptly notify IPGen of any unauthorized access or security breach;
(d) Be solely responsible for all activity occurring under its account.

IPGen may implement multi-factor authentication, access logging, IP restrictions, and other security controls. Customer shall not circumvent or interfere with any security mechanisms.

4. Subscription Plans and Access Rights

Access to the Services is provided on a subscription or usage basis as set forth in applicable Order Forms or online plan descriptions. Subject to payment of all applicable fees and compliance with these Terms, IPGen grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for Customer’s internal business purposes.

No rights are granted except as expressly stated. All rights not expressly granted are reserved by IPGen.

5. Fees, Billing, and Taxes

Customer shall pay all fees specified in applicable Order Forms or online pricing pages. Fees are non-refundable except as expressly stated.

Customer is responsible for all taxes, duties, and governmental charges arising from use of the Services, excluding taxes on IPGen’s income. Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

IPGen may suspend access for non-payment following notice and opportunity to cure.

6. Ownership of Services and AI Assets

As between the parties, IPGen retains and shall exclusively own all right, title, and interest in and to the Services and all underlying and related Intellectual Property Rights, including all AI Assets. This includes, without limitation, all models, weights, embeddings, system prompts, orchestration logic, vector databases, fine-tuning methods, training pipelines, evaluation frameworks, and any improvements, modifications, or derivative works thereof.

No rights are granted to Customer except as expressly set forth in these Terms. No license is granted by implication, estoppel, exhaustion, or otherwise.

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

(a) Reverse engineer, decompile, disassemble, or attempt to derive source code or model architecture;
(b) Extract, scrape, or reconstruct AI Assets, embeddings, prompts, or training data;
(c) Use the Services, Outputs, or Confidential Information to train, fine-tune, benchmark, distill, or improve any competing or third-party model;
(d) Perform model extraction, membership inference, or prompt-leakage attacks;
(e) Use the Services to develop or operate a competing product or service.

The Services are intended solely as assistive tools and do not replace professional judgment or independent decision-making.

7. Customer Data and Outputs

Customer retains ownership of all Customer Data. Subject to these Terms, Customer shall own the Outputs generated specifically for Customer through use of the Services.

Notwithstanding the foregoing:

(a) IPGen retains all rights in and to its AI Assets and underlying systems;
(b) No joint authorship, joint inventorship, or work-for-hire relationship is created;
(c) Outputs do not confer any rights in the underlying models, prompts, or training data;
(d) IPGen may use aggregated and de-identified data to operate, secure, and improve the Services.

Customer grants IPGen a limited, worldwide, royalty-free license to host, process, transmit, and display Customer Data solely to provide, maintain, and secure the Services.

Outputs are generated automatically and do not constitute legal advice, legal opinions, or professional work product. Customer is solely responsible for reviewing, modifying, and determining the appropriateness of all Outputs prior to use.

8. Prohibited AI and Data Uses

Customer shall not use the Services or Outputs to:

(a) Train or improve any large language model, generative AI system, or competing tool;
(b) Create derivative datasets for benchmarking, evaluation, or distillation;
(c) Perform automated decision-making in violation of applicable law;
(d) Generate content that infringes Intellectual Property Rights, violates privacy, or constitutes unlawful surveillance;
(e) Circumvent technical safeguards, usage limits, or watermarking.

9. Confidentiality

Each party agrees to maintain the confidentiality of the other party’s Confidential Information and to use such information solely for purposes permitted under the Agreement. Confidential Information shall not be disclosed to any third party except to employees, contractors, and advisors with a need to know and who are bound by confidentiality obligations no less protective than those herein.

The receiving party shall protect Confidential Information using at least reasonable care and in no event less than the degree of care it uses to protect its own confidential information of similar nature.

Obligations of confidentiality shall survive termination of the Agreement for so long as the information remains confidential or constitutes a trade secret under applicable law.

Use of the Services does not create any legal privilege, and communications with IPGen are not protected by attorney-client privilege.

10. Trade Secrets and Equitable Relief

Customer acknowledges that the Services and AI Assets embody valuable trade secrets and proprietary information of IPGen. Unauthorized use or disclosure may cause irreparable harm for which monetary damages would be inadequate. IPGen shall be entitled to seek injunctive and equitable relief without the requirement of posting bond, in addition to any other remedies available at law or in equity.

11. Acceptable Use

Customer shall use the Services solely for lawful purposes and in compliance with all applicable laws, regulations, and industry standards. Without limitation, Customer shall not use the Services to:

(a) Violate any law, regulation, court order, or governmental directive;
(b) Infringe, misappropriate, or otherwise violate any Intellectual Property Rights, privacy rights, or publicity rights;
(c) Process, store, or transmit malicious code, malware, ransomware, or other harmful content;
(d) Conduct surveillance, profiling, or automated decision-making in violation of applicable privacy, employment, consumer protection, or civil rights laws;
(e) Engage in deceptive, fraudulent, or misleading practices;
(f) Bypass, disable, or interfere with any security, access control, usage monitoring, or rate-limiting mechanisms.

IPGen may suspend or terminate access to the Services for any violation of this Section.

12. Information Security

IPGen shall implement and maintain administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of the Services and Customer Data, consistent with commercially reasonable security standards, including controls aligned with SOC 2 Type II and ISO 27001 frameworks.

Such safeguards shall include, as appropriate:

(a) Access controls and authentication;
(b) Encryption of data in transit and at rest;
(c) Network security and monitoring;
(d) Vulnerability management and penetration testing;
(e) Incident detection, response, and remediation procedures;
(f) Business continuity and disaster recovery planning.

Customer is responsible for securing its own systems, credentials, and network connections and for implementing appropriate internal controls.

IPGen does not guarantee uninterrupted or error-free availability of the Services and shall not be responsible for delays, interruptions, or system unavailability.

13. Security Incidents and Breach Notification

IPGen shall notify Customer without undue delay upon becoming aware of any confirmed unauthorized access to or disclosure of Customer Data that materially affects the security of the Services (“Security Incident”). Such notice shall include, to the extent reasonably available, information regarding the nature of the incident, categories of data affected, mitigation steps taken, and recommended actions for Customer.

IPGen shall investigate Security Incidents and take reasonable steps to remediate and prevent recurrence. Nothing herein shall be construed as an admission of fault or liability.

14. Data Protection and Privacy

Customer Data shall be processed in accordance with the IPGen Privacy Policy and any applicable Data Processing Addendum (“DPA”), which are incorporated by reference. The DPA shall govern the parties’ respective obligations under data protection laws, including GDPR, UK GDPR, CCPA/CPRA, and similar regulations.

Customer represents that it has all necessary rights and consents to submit Customer Data to the Services and to permit IPGen to process such data as contemplated herein.

Customer Data and Outputs shall not be used by IPGen to train general-purpose models except as expressly permitted by written agreement or opt-in.

15. Export Controls and Sanctions

The Services and underlying technology may be subject to U.S. export control laws and regulations, including the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR), and regulations administered by the Office of Foreign Assets Control (OFAC).

Customer represents and warrants that:

(a) It is not located in, organized under the laws of, or ordinarily resident in any country subject to comprehensive U.S. sanctions;
(b) It is not listed on any U.S. government restricted party list;
(c) It will not provide IPGen with export-controlled or classified technical data without prior written authorization and compliance with applicable licensing requirements.

Customer shall comply with all export and re-export restrictions applicable to the Services and Outputs.

16. Government and University Use

For Customers that are government entities, government contractors, or universities, the following shall apply:

(a) The Services constitute “commercial computer software” and “commercial computer software documentation” as defined in FAR 12.212 and DFARS 227.7202, and shall be licensed to the government only with the rights set forth in these Terms;
(b) Nothing herein shall be deemed to waive sovereign immunity or limit rights under applicable law;
(c) For university users, nothing herein shall modify rights under the Bayh-Dole Act, FERPA, or applicable research and funding regulations;
(d) Disclosure of Customer Data or Outputs under freedom of information or public records laws shall be subject to applicable exemptions for confidential, proprietary, and trade secret information.

17. Representations and Warranties

Each party represents and warrants that:

(a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;
(b) It has full power and authority to enter into and perform under these Terms;
(c) The execution and performance of these Terms do not violate any other agreement to which it is a party.

Customer further represents and warrants that:

(d) Customer Data does not infringe or misappropriate any Intellectual Property Rights, privacy rights, or other rights of any third party;
(e) Customer has obtained all necessary consents, permissions, and authorizations for submission and processing of Customer Data;
(f) Customer will use the Services in compliance with all applicable laws and regulations.

Customer acknowledges that Outputs generated by the Services may be incomplete, inaccurate, or unsuitable and assumes all risk associated with their use.

18. Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES, OUTPUTS, AND ALL RELATED TECHNOLOGY ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

IPGEN DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION:

(a) IMPLIED WARRANTIES OF MERCHANTABILITY;
(b) FITNESS FOR A PARTICULAR PURPOSE;
(c) NON-INFRINGEMENT;
(d) ACCURACY, COMPLETENESS, OR RELIABILITY OF OUTPUTS;
(e) THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF HARMFUL COMPONENTS.

CUSTOMER AGREES THAT IT WILL NOT RELY ON OUTPUTS AS A SUBSTITUTE FOR INDEPENDENT JUDGMENT. ALL OUTPUTS SHOULD BE INDEPENDENTLY REVIEWED, VALIDATED, AND DETERMINED APPROPRIATE BY THE CUSTOMER PRIOR TO USE OR SUBMISSION.

19. Indemnification by Customer

Customer shall defend, indemnify, and hold harmless IPGen and its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

(a) Customer Data or Customer’s use of the Services;
(b) Any violation of these Terms or applicable law by Customer;
(c) Any allegation that Customer Data or Customer’s use of the Services infringes, misappropriates, or otherwise violates the rights of any third party;
(d) Customer’s use, submission, or reliance on Outputs, including any resulting legal, regulatory, or business consequences.

IPGen shall provide prompt notice of any claim and reasonable cooperation. Customer shall not settle any claim without IPGen’s prior written consent if such settlement imposes any obligation or admission on IPGen.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) IN NO EVENT SHALL IPGEN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) IPGEN’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO IPGEN FOR THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
(c) THE FOREGOING LIMITATIONS SHALL NOT APPLY TO LIABILITY ARISING FROM IPGEN’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR MISAPPROPRIATION OF CUSTOMER TRADE SECRETS, OR TO OBLIGATIONS THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

21. Term and Termination

These Terms commence upon first access or use of the Services and continue until terminated in accordance with this Section.

IPGen may suspend or terminate Customer’s access to the Services, in whole or in part, immediately upon notice if:

(a) Customer breaches these Terms or any incorporated policy or agreement;
(b) Customer’s use of the Services poses a security risk to IPGen or any third party;
(c) Customer fails to pay any undisputed fees when due and such failure continues after notice and a reasonable cure period;
(d) IPGen is required to do so by law, regulation, or court order.

Customer may terminate these Terms by ceasing use of the Services and providing written notice, subject to any minimum subscription term or payment obligations set forth in an applicable Order Form.

Upon termination:

(a) All licenses and access rights granted to Customer shall immediately cease;
(b) Customer shall promptly discontinue all use of the Services;
(c) Each party shall return or destroy the other party’s Confidential Information, subject to legal retention requirements;
(d) Accrued payment obligations and any provisions that by their nature should survive (including confidentiality, intellectual property, indemnification, limitation of liability, dispute resolution, and injunctive relief) shall survive.

22. Injunctive and Equitable Relief

Customer acknowledges that any unauthorized use, disclosure, or misappropriation of the Services, AI Assets, or Confidential Information may cause irreparable harm to IPGen for which monetary damages would be an inadequate remedy.

Accordingly, in addition to any other remedies available at law or in equity, IPGen shall be entitled to seek immediate injunctive and equitable relief, without the requirement of posting bond or proving actual damages, to prevent or curtail any actual or threatened breach.

23. Dispute Resolution – Dual Track

Business and Enterprise Customers. For Customers using the Services for commercial or business purposes, any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in New York, New York, unless otherwise agreed, and shall be conducted in English. The arbitrator shall have authority to award all remedies available at law or in equity, except that punitive damages shall be excluded to the extent prohibited by law.

Notwithstanding the foregoing, either party may seek temporary or permanent injunctive relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information.

Consumer Users. For users acting in a personal, non-commercial capacity, disputes may be brought in the state or federal courts located in the State of Delaware, and the parties consent to personal jurisdiction and venue in such courts.

To the maximum extent permitted by law, the parties waive any right to trial by jury and agree that any claims shall be brought on an individual basis and not as part of a class, collective, or representative action.

24. Governing Law

These Terms and any dispute arising out of or relating to the Services shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles, except to the extent superseded by mandatory consumer protection laws.

25. Assignment and Change of Control

Customer may not assign, delegate, or transfer these Terms, in whole or in part, by operation of law or otherwise, without the prior written consent of IPGen, which shall not be unreasonably withheld. Any attempted assignment in violation of this Section shall be void.

IPGen may assign these Terms without restriction in connection with a merger, acquisition, corporate reorganization, sale of assets, or by operation of law, provided that such successor agrees in writing to be bound by these Terms.

26. Force Majeure

Neither party shall be liable for any failure or delay in performance (other than payment obligations) due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, pandemics, or failures of utilities or telecommunications (“Force Majeure Event”). The affected party shall promptly notify the other and use commercially reasonable efforts to resume performance.

27. Compliance with Laws and Regulatory Cooperation

Each party shall comply with all applicable laws and regulations in connection with its performance under these Terms. Customer agrees to reasonably cooperate with IPGen in responding to lawful governmental or regulatory inquiries, audits, or investigations relating to the Services, subject to confidentiality and privilege protections. IPGen reserves the right to modify, restrict, or discontinue features of the Services to comply with applicable laws or regulatory requirements.

28. Notices

All notices under these Terms shall be in writing and deemed given when delivered by personal delivery, recognized overnight courier, or email to the addresses specified in the applicable Order Form or on the IPGen website.

29. Severability; Waiver

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach shall be deemed a waiver of any subsequent breach.

30. Entire Agreement; Order of Precedence

These Terms, together with all incorporated policies and any applicable Order Forms, MSAs, DPAs, SLAs, and AI Use Policies, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements or understandings on the subject matter.

In the event of a conflict, the following order of precedence shall apply: (i) an executed Master Services Agreement; (ii) applicable Order Form; (iii) these Terms; (iv) incorporated policies and schedules.

31. Amendments

IPGen may update these Terms from time to time. Material changes will be posted on the Services or provided by notice. Continued use of the Services after the effective date of such changes constitutes acceptance.

32. Survival

The following sections shall survive termination or expiration of these Terms: Definitions; Ownership and Intellectual Property; Confidentiality; Trade Secrets and Equitable Relief; Acceptable Use; Information Security; Export Controls; Government and University Use; Disclaimers; Indemnification; Limitation of Liability; Injunctive Relief; Dispute Resolution; Governing Law; Assignment; Compliance; Notices; Severability; Entire Agreement; and any other provisions which by their nature should survive.

END OF IPGEN – TERMS OF USE v3.0.1