Physis Defense LLC
Last updated: April 27, 2026 · Effective: April 27, 2026
Contents
These Commercial Terms of Service ("Agreement") govern use of the Inventi Matrix platform and LUMINA AI system by commercial entities subscribing to the Defense ($299/month) or Enterprise tier. By activating or using a Defense or Enterprise subscription, the subscribing organization ("Customer") agrees to these terms.
Provider: Physis Defense LLC, a Massachusetts limited liability company ("Physis Defense," "we," or "us").
Customer: The organization that has entered into a Defense or Enterprise subscription agreement with Physis Defense.
Customer may use the Inventi Matrix platform and LUMINA AI system for:
Use is limited to the Customer's own internal purposes. Customer may not make the platform available to unauthorized third parties.
Customer may not:
Defense tier users acknowledge that certain outputs from LUMINA relating to defense articles, defense services, technical data, and controlled dual-use items may be subject to the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations (EAR).
Customer is solely responsible for:
Physis Defense LLC is not responsible for Customer's export compliance. Customer agrees to indemnify Physis Defense for any export control violations arising from Customer's use of the platform.
Customer data: Customer retains all ownership rights in the data, documents, and inputs it submits to the platform ("Customer Data").
Platform: Physis Defense LLC owns and retains all rights in the Inventi Matrix platform, LUMINA AI system, models, algorithms, and all improvements thereto. Nothing in this Agreement transfers any intellectual property rights in the platform to Customer.
By submitting Customer Data, Customer grants Physis Defense a limited license to process that data solely to provide the services. Physis Defense does not claim ownership of Customer Data.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PHYSIS DEFENSE'S TOTAL LIABILITY TO CUSTOMER FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO PHYSIS DEFENSE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CLAIM.
PHYSIS DEFENSE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, BUSINESS, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Customer agrees to indemnify, defend, and hold harmless Physis Defense LLC and its officers, employees, and affiliates from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:
THE PLATFORM AND LUMINA AI SYSTEM ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT. PHYSIS DEFENSE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY PARTICULAR OUTPUT WILL BE ACCURATE OR RELIABLE.
Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in the Commonwealth of Massachusetts. The arbitrator's decision shall be final and binding.
Either party may seek emergency injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration.
Either party may terminate this Agreement with 30 days' written notice. Physis Defense may terminate immediately for material breach, non-payment, or violation of export control provisions. Upon termination, Customer's access to the platform will cease and Customer Data will be deleted within 30 days per our data retention policy.
Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including acts of God, natural disasters, government actions, cyberattacks by third parties, or infrastructure failures outside the party's control.
This Agreement is governed by the laws of the Commonwealth of Massachusetts. The parties consent to exclusive jurisdiction and venue in the courts of Massachusetts for any matters not subject to arbitration.
This Agreement, together with any order form or subscription agreement, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings. No modification is effective unless in writing and signed by both parties, except as provided in Section 14.
Physis Defense may update these terms with 30 days' notice for material changes. Customer's continued use of the platform after the effective date of updated terms constitutes acceptance. For changes materially adverse to Customer, Customer may terminate within the notice period without penalty.
Commercial inquiries and contract questions: hello@physisdefense.com