Invenlight Terms of Service

These Terms of Service ("Terms") govern your access to and use of the software, platform, APIs, documentation, and related tools provided by Invenlight Inc ("Invenlight," "we," or "us"). The Service includes websites and related software made available by Invenlight to design, review, automate, generate, analyze, deploy, host, and manage technical projects, including electronics, circuit design, EDA, engineering, and software projects (collectively, the "Service"). By using the Service, you agree to these Terms.

Please also read our Privacy Policy, which explains how we collect, use, disclose, and process personal data.

If you are using the Service as part of your work for a company or organization that has a Master Services Agreement ("MSA") or other written agreement with Invenlight, your use of the Service is governed by that agreement to the extent it conflicts with these Terms.

If you are entering into these Terms on behalf of an entity, you represent that you have the legal authority to bind that entity.

1. Access and Use

1.1 Provision of Access

Invenlight builds applied AI tools for technical work, including electronics engineering, circuit design, EDA workflows, code generation, automation, analysis, and related project work. The Service may provide suggested code, circuit changes, design outputs, reports, analysis, automation steps, or other functions. Subject to your compliance with these Terms, Invenlight grants you a limited right to access and use the Service.

1.2 Content

You may provide inputs to the Service ("Inputs") and receive code, outputs, circuit designs, electronic design artifacts, analysis, reports, automation actions, or other functions based on the Inputs provided by you (collectively, "Suggestions"). Inputs and Suggestions are collectively "Content." We may use Content to provide the Service, comply with applicable law, enforce our terms and policies, and keep the Service safe.

By submitting Inputs to the Service, you represent and warrant that you have all rights, licenses, and permissions necessary for us to process the Inputs under these Terms and to provide the Service to you.

1.3 Model Training

INVENLIGHT WILL NOT USE CONTENT TO TRAIN, OR ALLOW ANY THIRD PARTY TO TRAIN, ANY AI MODELS, UNLESS YOU HAVE EXPLICITLY AGREED TO THE USE OF CONTENT FOR TRAINING.

If training preferences or controls are made available in the Service, you can use those controls to manage your preferences regarding the use of Inputs and Suggestions for training.

1.4 Limitations for Suggestions

You acknowledge that Suggestions are generated automatically by machine learning technology and may be similar to or the same as Suggestions provided to other customers. No rights to any Suggestions generated, provided, or returned by the Service for or to other customers are granted to you under these Terms.

You further acknowledge that there are numerous limitations that apply with respect to Suggestions provided by large language models and other AI models (each an "AI Model"), including that: (i) Suggestions may contain errors or misleading information; (ii) AI Models are based on predefined rules, training data, and algorithms and may produce repetitive, formulaic, or non-novel content; (iii) AI Models can struggle with understanding context, nuance, ambiguous instructions, engineering constraints, or domain-specific assumptions; (iv) AI Models can struggle with complex tasks that require reasoning, judgment, verification, safety analysis, or decision-making; and (v) data used to train AI models may be incomplete, poor quality, outdated, or biased.

You agree that you are responsible for evaluating, and bearing all risks associated with, the use of any Suggestions, including any reliance on the accuracy, completeness, usefulness, safety, manufacturability, legality, or suitability of Suggestions.

1.5 Use Restrictions

Except and solely to the extent such a restriction is impermissible under applicable law, you may not:

• reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code, object code, model weights, prompts, or underlying structure of the Service;
• reproduce, modify, translate, or create derivative works of the Service;
• rent, lease, lend, sell, resell, sublicense, or otherwise make the Service available to a third party except as authorized by Invenlight;
• remove any proprietary notices from the Service;
• use the Service or any Suggestions to develop or train a model that is competitive with the Service, or engage in model extraction, prompt extraction, or model theft attacks;
• probe, scan, or attempt to penetrate the Service;
• provide to any third party the results of any benchmark tests of the Service, unless you include all necessary information for others to replicate the tests;
• harvest, scrape, or extract data from the Service;
• use the Service in any manner that infringes, misappropriates, or otherwise violates any third party's intellectual property or other rights, or that violates any applicable laws or regulations;
• send or otherwise provide to Invenlight data or information that is subject to specific protections under applicable laws beyond any requirements that apply to "personal information" or "personal data" generally, such as information regulated by the Health Insurance Portability and Accountability Act, the Payment Card Industry Data Security Standard, the Gramm-Leach-Bliley Act, export control laws, sanctions laws, or other U.S. federal, state, or foreign laws applying specific security, confidentiality, trade-control, or compliance standards, unless Invenlight has expressly agreed in writing; or
• knowingly permit any third party to do any of the foregoing.

You will promptly notify Invenlight of any unauthorized use that comes to your attention and provide reasonable cooperation to prevent and terminate such use to the extent it is within your control.

1.6 Beta Services

From time to time, Invenlight may make Beta Services available to you. Beta Services shall be clearly designated as beta, pilot, limited release, non-production, early access, evaluation, or a similar description. You may choose to use or not use such Beta Services in your sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not fully supported, and may be subject to additional terms that may be presented to you.

Beta Services are provided on an "as-is" and "as available" basis without any warranty, support, maintenance, or storage of any kind. Invenlight may discontinue Beta Services at any time in its sole discretion and may never make them generally available. INVENLIGHT SHALL HAVE NO LIABILITY WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES - USE AT YOUR OWN RISK.

1.7 Automated Execution and Actions

The Service may include features that automatically execute code Suggestions, operate tools, process files, modify projects, generate or modify technical artifacts, call external services, or take other actions without manual review or confirmation, and will be clearly labeled accordingly. By enabling or using these features, you acknowledge and agree that you are assuming all risks associated with automatically generated or automatically executed Suggestions and actions, including without limitation system outages, software defects, design defects, incorrect circuit behavior, data loss, billing impact, security vulnerabilities, and other operational impact.

YOU ARE SOLELY RESPONSIBLE FOR ANY IMPACT RESULTING FROM USE OF THESE FEATURES, INCLUDING ENSURING APPROPRIATE SAFEGUARDS, TESTING, REVIEW, VALIDATION, AND MONITORING ARE IN PLACE.

2. Eligibility

You must be at least the age of majority in your jurisdiction (for example, 18 years old in the United States) or 18 years old, whichever is higher, to use the Service.

By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old or the age of majority in your jurisdiction, whichever is higher; (b) you have not previously been suspended or removed from the Service; and (c) your registration and use of the Service is in compliance with all applicable laws in your region.

3. Account Registration and Access

To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. When you register, you may be asked to create a password or use another authentication method.

You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, you must immediately notify us at hi@invenlight.ai.

4. Payment Terms

4.1 Paid Services

Certain features of the Service may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Unless otherwise specifically provided for in these Terms, all fees are in U.S. dollars and are non-refundable, except as required by law. The pricing and payment terms in this Section 4 are subject to any pricing and payment terms set forth in an Order Form or other written agreement.

4.2 Pricing

Invenlight reserves the right to determine pricing for the Service. Invenlight will make reasonable efforts to keep pricing information published on the Service up to date. We encourage you to check our pricing page periodically for current pricing information.

Invenlight may change the fees for any feature of the Service, including additional fees or charges, if Invenlight gives you advance notice of changes before they apply through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. Invenlight may, in its sole discretion, make promotional offers with different features and different pricing to any customers.

4.3 Authorization

You authorize Invenlight to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Invenlight, including all applicable taxes, to the payment method specified in your account. If you pay any fees with a credit card, Invenlight may seek pre-authorization of your credit card account before your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

4.4 Subscription Service

The Service may include certain subscription-based plans with automatically recurring payments for periodic charges ("Subscription Service"). If you activate a Subscription Service, you authorize Invenlight to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date.

The subscription billing date is the date when you purchase your first subscription to the Service. Your account will be charged automatically on the subscription billing date for all applicable fees and taxes for the next subscription period. The subscription will continue unless and until you cancel your subscription or we terminate it. You must cancel your subscription at least 24 hours before it renews in order to avoid billing of the next periodic subscription fee to your account. We will bill the periodic subscription fee to the payment method you provide to us during registration or to a different payment method if you change your payment information.

4.5 Add-Ons and Usage-Based Fees

Invenlight may make additional products and services available for purchase through the Service ("Add-Ons"). Invenlight may also make parts of the Service available on a usage-based, credit-based, consumption-based, or metered basis. Add-Ons and usage-based features are part of the Service and are governed by these Terms.

Add-Ons may be billed on a subscription basis or on another basis described at the time of purchase. Your purchase of Add-Ons may be subject to additional terms presented to you at the time of purchase. Used credits, consumed usage, and incurred usage-based fees are non-refundable except as required by law or expressly stated in a written agreement.

4.6 Payment Processing

We use Stripe to support payment processing for the Service. Your payment activity may be subject to Stripe's applicable terms, including the Stripe Services Agreement and other Stripe terms that apply to your payment method, country, account type, or transaction. By using paid features of the Service, you authorize Invenlight to provide Stripe with information necessary to process payments, manage billing, prevent fraud, and comply with applicable law.

4.7 Delinquent Accounts

Invenlight may suspend or terminate access to the Service, including paid portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account may be charged with fees or charges that are incidental to any chargeback or collection of unpaid amounts, including collection fees.

5. Ownership and Licenses

5.1 Service

Invenlight and its licensors own and retain all right, title, and interest in and to the Service, including all software, models, systems, workflows, prompts, templates, interfaces, technology, and intellectual property rights. No rights are granted to you except as expressly set forth in these Terms.

5.2 Feedback

If you choose to provide input, suggestions, or feedback regarding problems with or proposed modifications or improvements to the Service ("Feedback"), then you grant Invenlight an unrestricted, perpetual, irrevocable, non-exclusive, fully paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

5.3 Content

As between the parties, you retain all rights, title, and interest in Inputs. Subject to these Terms, Invenlight assigns to you any rights it may have in Suggestions generated specifically for you from your Inputs, excluding Invenlight's rights in the Service and its underlying technology.

You grant Invenlight a worldwide, non-exclusive, royalty-free license to use, reproduce, distribute, create derivative works of, display, process, and otherwise use Content to provide, maintain, operate, improve, and protect the Service, comply with law, and enforce our terms and policies.

5.4 Usage Data

Invenlight may collect, analyze, and use Usage Data internally for business purposes, including security, analytics, product development, product improvement, billing, and support. Invenlight may disclose Usage Data in aggregated or de-identified form that does not identify you, your users, or your organization. "Usage Data" means technical logs, event data, performance data, usage metrics, feature interactions, and information about how the Service is accessed and used, but does not include Content.

6. Third-Party Terms

The Service may include, rely on, or interoperate with third-party services, software, integrations, websites, or resources, including hosting, database, authentication, storage, payment, analytics, logging, security, document-processing, OCR, AI model, and other service providers. Invenlight is not responsible for third-party services, and your use of third-party services may be subject to separate terms and policies.

7. Communications

We may send you emails and other communications about the Service, including administrative, security, billing, legal, product, support, and promotional communications. You may opt out of promotional communications using unsubscribe instructions where provided, but you may continue to receive non-promotional communications related to your account or the Service.

8. Modification of Terms

We may change these Terms from time to time. If we make material changes, we will provide notice by updating the date at the top of these Terms, posting the updated Terms, sending email, displaying in-product notice, or using other reasonable means. Updated Terms are effective when posted unless a later effective date is stated. Your continued use of the Service after updated Terms become effective constitutes acceptance of the updated Terms.

9. Termination

You may stop using the Service at any time. If you violate any provision of these Terms, your authorization to access the Service automatically terminates. Invenlight may also suspend or terminate your access to the Service at any time, with or without notice, if we believe doing so is necessary or appropriate, including to prevent abuse, address security issues, respond to legal requirements, address payment issues, protect the Service, or discontinue a feature.

If you have a Subscription Service, Invenlight may terminate the Subscription Service at any time for any reason. If we exercise this right for convenience, we will refund you on a pro rata basis the fees you paid for the remaining portion of your Subscription Service after termination. If we terminate or suspend your access to the Service due to a violation of these Terms, you will not be entitled to any refund. We also may terminate your account if it has been inactive for over a year and you do not have a paid account. If we do, we will provide you with advance notice.

Upon termination, your right to access the Service will cease. We may delete Content or account data associated with your account in accordance with the Privacy Policy, backup retention practices, legal obligations, and any applicable written agreement. Sections that by their nature should survive termination will survive, including Sections 1.5, 4, 5, and 13 through 17.

10. Modification of the Service

Invenlight reserves the right to modify or discontinue all or any portion of the Service at any time, temporarily or permanently, without notice to you. Invenlight will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.

11. Copyright and Intellectual Property Protection

We respect the intellectual property rights of others. If you believe that content on the Service infringes your copyright or other intellectual property rights, please send notice to legal@invenlight.ai with sufficient information for us to identify and evaluate the claim. We may remove or disable content that we believe violates these Terms or is alleged to be infringing, and we may terminate accounts of repeat infringers where appropriate.

12. Privacy Policy

Please read the Privacy Policy carefully for information about our collection, use, storage, and disclosure of personal data.

13. Indemnity

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Invenlight and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents from and against every claim, liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right, publicity, confidentiality, property, or privacy right; or (d) any dispute or issue between you and any third party.

Invenlight reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with our defense.

14. Disclaimers; No Warranties by Invenlight

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. INVENLIGHT DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

INVENLIGHT DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND INVENLIGHT DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR INVENLIGHT WILL CREATE ANY WARRANTY REGARDING INVENLIGHT OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU UNDERSTAND AND AGREE THAT ANY SUGGESTIONS OR OUTPUTS PROVIDED THROUGH THE SERVICE MAY NOT BE ACCURATE, COMPLETE, OR FIT FOR ANY PARTICULAR PURPOSE, AND THAT YOU USE ALL SUGGESTIONS AND OUTPUTS AT YOUR OWN RISK.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL INVENLIGHT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT INVENLIGHT HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT AS PROVIDED IN SECTION 16.5 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF INVENLIGHT TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO INVENLIGHT FOR ACCESS TO AND USE OF THE SERVICE IN THE SIX MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM; OR (B) US$100.

16. Dispute Resolution and Arbitration

Please read this section carefully. It requires you to arbitrate disputes with Invenlight and limits the manner in which you can seek relief from us.

16.1 Generally

Except as described in Sections 16.2 and 16.3, you and Invenlight agree that disputes arising out of or relating to these Terms, the Service, or communications from us will be resolved by binding arbitration. Arbitration is conducted before a neutral arbitrator rather than a judge or jury, may involve more limited discovery than litigation, and may be subject to limited court review. The arbitrator may award the same damages and relief that a court could award on an individual basis.

16.2 Exceptions

Nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) file suit in a court of law to address an intellectual property infringement claim.

16.3 Opt-Out

If you do not wish to resolve disputes by binding arbitration, you may opt out of this Section 16 within 30 days after the date that you agree to these Terms by sending notice to legal@invenlight.ai stating your full legal name, the email address associated with your account, and a statement that you wish to opt out of arbitration. If you opt out, all other parts of these Terms will continue to apply.

16.4 Arbitrator

Any arbitration between you and Invenlight will be administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules or Commercial Arbitration Rules, as applicable. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

16.5 Notice; Process

Before initiating arbitration, the party seeking arbitration must first send a written notice of the dispute to the other party. Notice to Invenlight must be sent by email to legal@invenlight.ai. The notice must describe the nature and basis of the claim or dispute and set forth the specific relief sought.

The parties will make good faith efforts to resolve the claim directly, but if they do not reach an agreement within 30 days after the notice is received, either party may begin arbitration.

16.6 No Class Actions

YOU AND INVENLIGHT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, CONSOLIDATED, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING.

16.7 Modifications to This Arbitration Provision

If Invenlight makes any future change to this arbitration provision, other than a change to Invenlight's notice email address, you may reject the change by sending us written notice within 30 days after the change becomes effective, in which case your account will be immediately terminated and this arbitration provision as in effect immediately before the rejected change will survive.

17. Miscellaneous

17.1 General Terms

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference, are the entire agreement between you and Invenlight regarding the Service. You may not assign or transfer these Terms without Invenlight's prior written consent. Invenlight may assign these Terms without notice or consent, including in connection with a merger, acquisition, corporate reorganization, sale of assets, change of control, or by operation of law.

17.2 Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. To the extent any lawsuit or court proceeding is permitted under these Terms, you and Invenlight agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Delaware for the purpose of litigating all such disputes.

17.3 Additional Terms

Your use of the Service may be subject to additional terms, policies, rules, or guidelines applicable to the Service or certain features. All additional terms are incorporated by reference into, and made a part of, these Terms.

17.4 Consent to Electronic Communications

By using the Service, you consent to receive certain electronic communications from us as further described in our Privacy Policy. Communications we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

17.5 Contact Information

The Service is offered by Invenlight Inc. You may contact us by emailing hi@invenlight.ai.

17.6 No Support

Invenlight is under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies or any applicable written agreement.

17.7 International Use

Access to the Service from countries or territories where the Service is illegal is prohibited. Those who access the Service from outside the United States do so at their own initiative and are responsible for compliance with local laws.

17.8 Export

You agree that you will not export or re-export, directly or indirectly, the Service, any technical data, or any direct product thereof, in violation of U.S. export control laws or sanctions laws. You represent and warrant that you are not located in, under the control of, or a national or resident of any country or territory subject to comprehensive U.S. sanctions, and that you are not a person or entity on any U.S. government restricted-party list.