Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you", "your", or "User") and Embedder Tech Inc., a Delaware corporation ("Embedder", "we", "us", "our", or "Company"). These Terms govern your access to and use of our websites at https://embedder.com and https://app.embedder.com and Embedder's Free Tier, Evaluation Period, and paid, commercial, and enterprise offerings (collectively, the "Services"), as defined below.

PLEASE READ SECTION 13 CAREFULLY. It contains an agreement to resolve disputes in the state or federal courts in San Francisco, California, and a waiver of jury trial to the extent permitted by law.

1. Scope and Acceptance

These Terms govern free and paid access to the Services, subject to the agreements described below. As used in these Terms, the "Services" include our websites at https://embedder.com and https://app.embedder.com, and all applications, services, and related software that we make available through those websites, the Free Tier, an Evaluation Period, or a paid subscription, and any Additional Services described below. You must be at least 18 years old and have the legal capacity to enter into these Terms.

Free and Evaluation Access. Free Tier and Evaluation Period access is governed by these Terms unless a separate signed agreement or Evaluation Agreement expressly covers that access. Free or evaluation access alone does not authorize commercial or production use. Accepting these Terms does not itself authorize model training or development. Those uses require your separate, optional training choice and are limited to eligible free and evaluation data as described in Section 5.2, subject to any Evaluation Agreement described below.

Written Evaluation Exceptions. Authorized representatives of you and Embedder may agree in writing, including by an exchange of emails confirming mutual agreement, to different terms for an Evaluation Period (an "Evaluation Agreement"). An Evaluation Agreement may apply the paid-data protections in Section 5.2, authorize specified commercial or production uses of evaluation Output or grant the ownership rights in Section 5.3, and permit specified confidential materials under Section 5.6. It must identify the covered customer or account, scope, effective date, and any applicable duration. It controls over conflicting provisions of these Terms and the Privacy Policy for that evaluation. We will configure the covered evaluation to honor the agreed protections from the agreed effective date. A request alone does not change the applicable terms. Protections for covered data and any Output ownership already granted survive the evaluation; any license duration is governed by the Evaluation Agreement. Other paid-service benefits apply only if expressly included. An Evaluation Agreement does not waive applicable law or required third-party permissions.

Paid Access and Separate Agreements. Paid access is governed by these Terms and an order form signed by you and Embedder ("Order Form"). The Order Form supersedes conflicting provisions of these Terms and may expressly replace them in full. If you and Embedder have signed a Master Services Agreement ("MSA") covering the Services, that MSA and the applicable Order Form govern your engagement and supersede these Terms in their entirety for those Services, unless the MSA expressly provides otherwise.

Prior Versions. If you are or were bound by a prior version of these Terms, you may request a copy of that version in electronic (PDF) format at any time by contacting [email protected].

To the extent these Terms apply under this Section 1, by accessing or using the Services, signing an Order Form that incorporates these Terms, or clicking "I agree" or a similar button or checkbox when that option is presented, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not access or use the Services.

If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and your agreement to these Terms will be treated as the agreement of that organization. You also represent and warrant that the organization is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, has authority to perform its obligations and grant the rights in these Terms, and that entering into and performing these Terms will not violate any other agreement binding on it.

2. Description of Service

Embedder provides the Embedder Enterprise Platform, an AI agent for embedded software development that autonomously writes, tests, and debugs firmware (the "Platform"). The Platform ingests device datasheets, reference manuals, and EDA schematics to generate hardware-specific code. Through a coordinated set of specialized agents, the Platform builds, flashes, and exercises firmware on real hardware (driving debug probes, logic analyzers, power profilers, and oscilloscopes) and closes the loop by diagnosing and repairing failures automatically. Among other things, the Services enable you to:

• Upload and process device datasheets, reference manuals, EDA schematics, and code
• Generate hardware-specific firmware, insights, and assistance for embedded software development
• Build, flash, test, and debug firmware on real hardware using connected lab instruments
• Receive context-aware recommendations based on your uploaded materials

The Platform supports a broad range of microcontrollers and peripherals across major ecosystems, and is delivered as a command-line tool and VS Code extension for macOS, Linux, and Windows. Supported hardware, integrations, and delivery mechanisms may change from time to time.

Free Tier. The "Free Tier" is ongoing access to a limited version of the Platform at no charge. Free Tier usage is metered in credits and is subject to credit caps, rate limits, feature restrictions, supported-hardware restrictions, and any other limits we determine. We may set, reduce, increase, expire, or otherwise change credits and limits at any time in our sole discretion. Free Tier credits have no cash value, are non-transferable, and do not create any entitlement to future access or functionality.

Evaluation Period. An "Evaluation Period" is a time-limited grant of full access to our then-current Enterprise Platform at no charge, provided solely so you can internally evaluate the Platform. We determine the duration, scope, users, and any usage limits for an Evaluation Period in our sole discretion. An Evaluation Period is not a pilot, paid engagement, or commitment to enter into a commercial relationship, and we may shorten, limit, or end it at any time.

For the Free Tier and Evaluation Periods, we may add, modify, limit, suspend, or discontinue Services, credits, features, or availability at any time, for any reason or no reason, with or without notice and without liability to you. We have no obligation to maintain any feature, integration, compatibility, content, Output, or level of access. For paid subscriptions, we may modify or enhance the Platform, provided that the changes do not materially limit or adversely affect the purchased Platform functionality during the current Subscription Term. Suspension and termination of paid access are governed by Section 8 and the applicable Order Form.

Beta and Preview Services. Features designated as "beta," "preview," "alpha," or "experimental" are provided AS-IS, may be modified, withdrawn, or discontinued at any time, and are not subject to any service level commitment, uptime guarantee, or support entitlement.

Support and Availability. Paid subscriptions include technical support for access issues, reproducible Platform defects, and questions about documented functionality. Submit requests to [email protected] or the support channel we designate in the Platform. Support hours are 9 a.m. to 5 p.m. Pacific Time, Monday through Friday, excluding U.S. federal holidays. We will acknowledge requests within two business days and use commercially reasonable efforts to investigate and resolve covered issues, prioritizing material outages and security issues. We will provide status updates at reasonable intervals while a material issue remains unresolved. This commitment does not include custom development, on-site services, or administration of customer hardware. Free and evaluation support is discretionary unless an Evaluation Agreement states otherwise.

We will use commercially reasonable efforts to maintain the availability of the paid Platform, provide advance notice of scheduled maintenance reasonably expected to materially disrupt access, and minimize disruption. Emergency maintenance may occur without advance notice, with notice as soon as reasonably practicable. These Terms do not promise a fixed uptime percentage, resolution time, or service credits. The support, security, incident-notification, and warranty commitments in Sections 2, 7, and 9 apply without a separate Order Form provision and will not be materially reduced during the current Subscription Term.

2.1 Paid Access and Additional Services

Subject to these Terms and payment of the applicable fees, you may use the paid Platform for your internal business purposes, including commercial development and production work, during the initial subscription period specified in your Order Form and any renewal term under Section 2.5 (each, a "Subscription Term"). Access is limited to the authorized users and scope purchased in that Order Form. Your rights in Output are described in Section 5.3. Purchasing paid access does not retroactively change the rights in Output generated through the Free Tier or an Evaluation Period unless an Order Form or Evaluation Agreement expressly provides otherwise.

In addition to the included support above, we will provide onboarding, implementation, engineering, training, enhanced support, or other additional services only to the extent specified in an Order Form ("Additional Services"). The Order Form will describe their scope, deliverables, fees, and any customer ownership or license rights in separately commissioned deliverables, subject to Section 5.5. Changes to the purchased scope require a written agreement between you and Embedder.

2.2 Fees and Payment Terms

You agree to pay the fees for the Platform, Additional Services, and credits specified in the applicable Order Form. All payment terms, including invoice timing, billing cadence, installment schedules, and payment due dates, are set out in that Order Form. These Terms do not establish a separate default payment deadline. Unless the Order Form states otherwise, payments must be made in U.S. dollars. Except as expressly provided in these Terms or the Order Form, or required by applicable law, payment obligations are non-cancelable and fees paid are non-refundable. Payments are not subject to setoff, except as expressly provided in the applicable agreement or required by law.

Fees exclude sales, use, excise, and similar taxes, duties, and governmental charges. You are responsible for those amounts, excluding taxes imposed on Embedder's income.

2.3 Late Payments

Unless the Order Form states otherwise, we may charge interest on overdue amounts at 1.5% per month or the highest rate permitted by law, whichever is lower. To the extent permitted by law, you will reimburse all costs we incur in collecting overdue payments or interest, including attorneys' fees, court costs, and collection agency fees. If a payment remains overdue for 10 days or more, we may suspend access until the overdue amounts are paid, subject to the notice and restoration provisions in Section 8.2. Suspension does not cancel your payment obligations. Any different late-payment terms in an Order Form control.

2.4 Paid Subscription Credits

Platform usage is metered in credits. Unless the applicable Order Form states otherwise, credits included with a paid subscription are allocated as specified in the Order Form and pooled across authorized users within your organization's account (the "tenant"). Unused credits roll over into the next Subscription Term if the applicable Order Form renews, and newly allocated credits are added to that balance. Unused credits expire when the applicable Order Form expires without renewal, is canceled, or otherwise terminates. A notice of non-renewal does not cause credits to expire before the end of the current Subscription Term.

You may purchase additional credits on the pricing and payment terms set out in the Order Form or a written amendment agreed with Embedder. Unless otherwise agreed there, additional credits are subject to the same pooling, rollover, and expiration terms as included credits. Credits have no cash value, are non-refundable and non-transferable, and may be used only for the Services. These restrictions do not limit any express refund right under Section 8 or the Order Form, or any right required by law. Free Tier and Evaluation Period credits remain subject to their separate limits and do not carry over into a paid subscription unless expressly agreed in the Order Form.

2.5 Subscription Term and Renewal

Automatic Renewal. The start date and initial Subscription Term are specified in the applicable Order Form. If the Order Form provides for renewal, its renewal provisions govern. If the Order Form does not provide for renewal, the paid subscription and its Order Form automatically renew for successive Subscription Terms, each equal in duration to the initial Subscription Term, unless either party gives the other written notice of non-renewal at least 30 calendar days before the end of the then-current Subscription Term. This requirement applies before the end of both the initial term and each renewal term, subject to applicable law and any earlier termination permitted by these Terms.

Cancellation of Renewal. To prevent automatic renewal under the fallback terms above, send written notice identifying the affected subscription or Order Form to the Embedder notice contact specified in your Order Form or, if none is specified, to [email protected]. Notice must be received at least 30 calendar days before the current Subscription Term ends, in accordance with Section 18. Timely notice prevents the next renewal; access and payment obligations continue through the end of the current Subscription Term. Stopping use or closing your account alone does not constitute notice of non-renewal. These provisions do not limit cancellation rights or methods required by applicable law.

Renewals under the fallback terms above continue on the applicable Order Form's fees and terms unless different renewal pricing or other terms are expressly provided in that Order Form or agreed in writing by both parties. Any price-change notice requirements in the Order Form apply. Fees for the current Subscription Term may be changed only as provided in the Order Form or a written amendment agreed by both parties. Changes to these Terms are governed by Section 12.

3. User Account and Registration

You may access portions of the Services without an account. To access the Platform, including the Free Tier, an Evaluation Period, or a paid subscription, you must register for an account. By creating an account, you represent and warrant that:

• All registration information you provide is accurate, current, and complete
• You will maintain and update your information to keep it accurate and current
• You are at least 18 years old and have the legal capacity to enter into these Terms
• You will not create an account using a false identity or impersonating another person
• You have not been previously suspended or removed from the Services

Account Security: You are solely responsible for maintaining the confidentiality and security of your account credentials. You agree to:

• Safeguard your credentials from unauthorized access
• Accept full responsibility for all activities that occur under your account
• Immediately notify us of any unauthorized access or security breach
• Not share your account credentials with any third party

We are not liable for any loss or damage arising from your failure to maintain account security.

Authorized Users and Seats. For an organization, authorized users are its employees and contractors whom it authorizes to use the Platform, up to the number of seats specified in its Order Form or applicable free or evaluation limits. Each seat must be assigned to one named individual with a unique email address. Credentials may not be shared, and seats may be reassigned through the Platform's administrative tools. You are responsible for your authorized users' acts and omissions, ensuring their compliance with the applicable agreement, and preventing and promptly reporting unauthorized use. You will provide all reasonable cooperation to prevent and terminate unauthorized use and use the Platform in accordance with its documentation.

4. Acceptable Use Policy

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree NOT to:

• Violate any applicable federal, state, local, or international law or regulation
• Infringe upon or violate the intellectual property rights of others
• Upload, transmit, or distribute any malicious code, viruses, malware, or harmful content
• Attempt to gain unauthorized access to our systems, networks, or other users' accounts
• Interfere with, disrupt, or create an undue burden on the Services or networks
• Engage in any form of automated data collection (scraping, crawling, harvesting) without express written permission
• Use the Services to develop a product or service that substantially replicates the Services, or to develop artificial intelligence models or products that compete with Embedder's products and services
• Reverse engineer, decompile, disassemble, decode, adapt, or attempt to discover or gain access to source code, object code, underlying structures, ideas, or algorithms of the Platform or related software, documentation, or data, except to the extent such restriction is prohibited by law
• Copy, modify, translate, or create derivative works of the Platform or related software or documentation, except as expressly permitted by these Terms or an Order Form. This restriction does not limit your rights in Your Content or paid Output under Sections 5.1 and 5.3
• Bypass, circumvent, or attempt to bypass any security features or access controls
• Impersonate any person or entity or misrepresent your affiliation with any person or entity
• Represent AI-generated output or other AI-generated interactions through the Services as being human-generated when they are not
• Use the Services for timesharing or service-bureau purposes, or otherwise make the Services available to any third party other than your authorized users, including authorized contractors acting on your behalf
• Remove any product identification, proprietary, copyright, or other notices from the Services
• Upload content that is illegal, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable
• Use the Services to generate content that violates third-party rights or applicable laws
• Exceed or circumvent Free Tier credit caps, Evaluation Period limits, usage quotas, or rate limits
• Rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make the Services available without express authorization under these Terms or an Order Form
• Use the Free Tier, an Evaluation Period, or Output generated through either for commercial, production, revenue-generating, or customer-facing purposes, unless an Evaluation Agreement or signed agreement expressly authorizes that use. This restriction does not prohibit use of paid access or paid Output as permitted by Sections 2.1 and 5.3
• Create or use multiple accounts, identities, organizations, or other means to avoid Free Tier credit caps, Evaluation Period limits, usage quotas, or rate limits
• Permit any third party to do any of the foregoing

Violation of this Acceptable Use Policy may result in suspension or termination as provided in Section 8 and may result in legal action.

5. Intellectual Property Rights

5.1 Your Content

You retain all ownership rights you have in the prompts, inputs, documents, code, schematics, files, and other data you submit, upload, or authorize the Services to access ("Your Content"). This includes material from connected tools and integrations and excerpts used as context in requests to the Platform. You represent and warrant that:

• You own or have the necessary rights, licenses, and permissions to upload and use Your Content
• You have provided all notices and obtained all permissions required by law to provide Your Content to us
• Your Content does not infringe upon any third-party intellectual property, privacy, or other rights
• If Your Content includes open-source or copyleft-licensed code, libraries, or other materials, you have the right to use and submit them and will comply with all applicable license terms
• You will not use the Services or combine or distribute Output in a manner that requires Embedder to disclose source code, license the Services or our proprietary technology to any third party, or otherwise assume obligations beyond the limited processing of Your Content described in these Terms
• You have the authority to grant the license specified below

5.2 License Grant to Us

Subject to Section 1, you grant Embedder a worldwide, non-exclusive, royalty-free license to host, store, cache, copy, process, transmit, modify, and create technical derivative representations of Your Content and Output, to the extent of your rights in them, for the service purposes below and the additional free and evaluation uses expressly authorized in this Section. We may use Your Content and Output as reasonably necessary to:

• Provide the Services and generate the Output you request
• Generate and store embeddings and other representations needed to provide context-aware features
• Maintain, secure, support, and troubleshoot the Services, prevent fraud and abuse, and comply with law
• Conduct internal quality evaluations and performance benchmarks, and improve the Services we provide to you

In these Terms, "Platform Data" means Your Content, Output, Feedback, and other data from your use of the Platform, including conversation history, tool results, context, telemetry, and materials derived from them.

Free Tier and Evaluation Access. Only if you separately and affirmatively enable the optional model-training choice may we use eligible Platform Data to train, fine-tune, evaluate, benchmark, improve, or develop Embedder's artificial-intelligence or machine-learning models. This includes Your Content (such as code, uploaded documents, and schematics), conversations, Output, tool results, context, Feedback, telemetry, and materials derived from them; it is not limited to usage statistics. The choice is subject to the restrictions below and any Evaluation Agreement under Section 1. When an Evaluation Agreement applies paid-data protections, covered evaluation Platform Data receives all protections in the following paragraph, including restrictions on providers, derived materials, and use after evaluation ends. Accepting these Terms or acknowledging the Privacy Policy does not enable this choice. You may use the Services without enabling it. The service purposes above, including internal evaluations and service improvements, do not independently authorize model training or development.

Changing Your Training Choice. You may withdraw permission at any time through the training control where available in the Services or by contacting [email protected]. Withdrawal ends further model-development use of your Platform Data, including previously collected data and derived materials in pending training datasets, by us and providers acting on our behalf. It does not prevent processing for the service purposes above or require you to close your account. Withdrawal does not affect the lawfulness of prior processing or by itself require reversal of model development lawfully completed before withdrawal, except as required by law, including applicable erasure obligations where personal information remains in a model.

Paid Access. We will not use, or permit any third party to use, Platform Data submitted or generated under paid access to train, fine-tune, improve, or develop any artificial-intelligence or machine-learning model, whether Embedder's own or a third party's. Internal quality evaluations, benchmarks, and service improvements do not authorize those uses. These protections include free features within a paid subscription, continue after paid access ends, and apply to materials derived from paid Platform Data regardless of access level. Enabling the training choice does not override these protections or equivalent protections under an Evaluation Agreement.

Changes in Access and Existing Data. Permissions depend on the access under which Platform Data was submitted or generated. Upgrading does not revoke permissions lawfully granted for earlier free or evaluation data, but you may withdraw them as described above. A signed agreement or Evaluation Agreement may provide additional protections. Such an agreement may also restrict future use of earlier evaluation data it expressly covers; completed model development is treated as described below unless otherwise agreed or required by law. The free and evaluation model-use permission applies only to data submitted or generated through free or evaluation access after you accept these Terms and while your separate training choice is enabled. Enabling or re-enabling the choice does not retroactively authorize use of data collected while it was disabled. Data collected under earlier no-training commitments, and materials derived from it, remain protected unless you separately and expressly authorize a lawful change.

Providers. We may sublicense these rights only to our affiliates and service providers, including AI model providers, acting on our behalf and bound by confidentiality and use restrictions consistent with this Section and Section 5.6. They may not use Platform Data for their own independent purposes, including developing or improving models for themselves or other customers.

This license does not authorize public disclosure of Your Content or Output and remains subject to Section 5.6 and our Privacy Policy. Acceptance of these Terms supplies contractual permission for the service purposes above; model-development permission requires the separate training choice. Neither a content license nor acceptance of these Terms replaces a required legal basis for processing personal information.

This license lasts while we retain Your Content or Output in accordance with our Privacy Policy and ends for that material when it is deleted; model-development permission also ends upon withdrawal as described above. We may continue using aggregated or de-identified metrics that cannot reasonably identify you or reconstruct Your Content or Output, and retain information where required by law, subject to the restrictions on model training and development above. Section 5.6 continues to protect Confidential Information. Deletion ends further use of the deleted data; it does not by itself require reversal of model development lawfully completed before deletion, except as required by law.

5.3 AI-Generated Output

The code, text, recommendations, and other materials generated by the Platform are "Output." Our use of Output is subject to Section 5.2.

Free Tier and Evaluation Output. We do not transfer or assign to you any right, title, or interest that we may have in Output generated through the Free Tier or an Evaluation Period. Subject to your continuing compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use Output solely for your internal evaluation of the Services. Output may not be used for any commercial, production, revenue-generating, or customer-facing purpose unless an Evaluation Agreement or signed agreement expressly authorizes it. Such an agreement may grant the ownership and commercial-use rights described for paid Output below, including for earlier evaluation Output it identifies. No other rights in evaluation Output are granted.

Paid Output. Subject to your compliance with these Terms and payment of all applicable fees due, as between you and Embedder, you own the Output generated for you through your paid subscription. We assign to you any right, title, and interest we may have in that Output. You may use, reproduce, modify, distribute, and incorporate paid Output into your products and services for commercial and production purposes. Output does not include the Platform or Embedder's pre-existing or independently developed technology, and no ownership of that technology is transferred. Your rights remain subject to applicable law and third-party rights and license terms. Expiration or termination does not revoke ownership of paid Output already acquired under this section.

• Output may not be unique; other users may receive similar or identical Output
• You are responsible for reviewing, testing, and validating all Output before relying on it for any purpose
• You are responsible for your use of Output, subject to our express obligations and the allocation of liability in Section 10
• Permitted uses of Output remain subject to applicable law and the terms of underlying third-party AI model providers, which may change from time to time

5.4 Feedback

You may voluntarily submit general suggestions, ideas, or recommendations about the Services ("Feedback"). For the non-confidential ideas in that Feedback only, you grant us a non-exclusive, perpetual, irrevocable, worldwide, transferable, royalty-free, sublicensable license to use and incorporate them into our products and services without compensation. This license excludes personal information, customer code, documents, schematics, Output, and other confidential or proprietary materials included with Feedback. Those materials remain subject to Sections 5.2 and 5.6 and our Privacy Policy. We may not disclose your identity or those materials under this license. Feedback remains Platform Data for purposes of the model-use restrictions in Section 5.2, including any protections under an Evaluation Agreement.

5.5 Our Intellectual Property

The Platform and our other technology used to provide the Services, including software, algorithms, AI models, interfaces, designs, trademarks, and proprietary technology, are owned by us or our licensors and are protected by intellectual property laws. This ownership excludes Your Content and paid Output as described in Sections 5.1 and 5.3. You are granted a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services in accordance with these Terms and any applicable Order Form. Paid access lasts for the applicable Subscription Term, subject to Section 8. Free Tier and Evaluation Period functionality, and any Output generated through that functionality, may be used solely for internal evaluation except as expressly permitted by an Evaluation Agreement or signed agreement. All rights not expressly granted are reserved; no rights are granted by implication, waiver, estoppel, or otherwise.

Unless the Order Form expressly provides otherwise, we retain all rights in deliverables and work product created through Additional Services, excluding Your Content and paid Output governed by Section 5.3. Your ownership or license rights in those deliverables are limited to those expressly granted in the Order Form.

These Terms do not create a work-for-hire arrangement. Except for rights expressly granted to you in an Order Form, to the extent you acquire any rights in our intellectual property, including Additional Services deliverables and work product, you hereby assign those rights to us and agree to take all actions we reasonably request to give effect to that assignment. This does not transfer Your Content or paid Output owned by you under Sections 5.1 and 5.3.

5.6 Confidential Information

Either party may disclose or make available information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, or other sensitive or proprietary information, whether or not marked or identified as confidential ("Confidential Information"). Your Content and Output are your Confidential Information, except for non-confidential ideas expressly licensed as Feedback under Section 5.4. Confidential Information does not include information that, at the time of disclosure, is (i) publicly available; (ii) rightfully known to the receiving party on a non-confidential basis; (iii) rightfully obtained from a third party on a non-confidential basis; or (iv) independently developed without use of or reference to the disclosing party's Confidential Information. Our Confidential Information does not include any aspect of the Services or other materials we make generally available to the public.

The receiving party may use Confidential Information only as necessary to exercise its rights or perform its obligations under these Terms and may disclose it only to its employees, consultants, agents, or representatives who need to know it for those purposes ("Representatives"). The receiving party is responsible for unauthorized access, use, or disclosure by its Representatives.

Either party may disclose Confidential Information to the limited extent required by a court or governmental order or applicable law, provided that, to the extent legally permitted, it first gives written notice to the other party and makes reasonable efforts to obtain a protective order. Either party may also disclose Confidential Information to establish its rights under these Terms, including in required court filings. Information disclosed for these purposes remains subject to this Section for all other purposes.

On expiration or termination of an Order Form or your access under these Terms, each receiving party will promptly return or destroy all copies of the other party's Confidential Information relating to the affected Services and, on request, certify destruction in writing, except as needed under another active Order Form. Retention and deletion of Your Content and Output remain subject to Sections 7 and 8.3, including the paid-data export period; any retained Confidential Information remains protected by this Section. These obligations apply from your acceptance of these Terms and survive expiration or termination.

The uses and disclosures expressly permitted by Sections 5.2 and 5.4 or an Evaluation Agreement are authorized under this Section. They do not authorize public disclosure of Confidential Information; all other obligations in this Section continue to apply.

6. AI Services Disclaimer and Limitations

Important: AI services are inherently probabilistic and may produce incorrect, incomplete, or misleading Output. By using our Services, you acknowledge and agree that:

• No Accuracy Guarantee: We do not guarantee the accuracy, completeness, reliability, or quality of Output.
• Human Review Required: All Output, including AI-generated code, recommendations, and technical content, must be thoroughly reviewed, tested, and validated by qualified personnel before use.
• No Production Warranties: Output is provided for informational and developmental purposes only and should never be deployed to production systems without comprehensive testing.
• Safety-Critical and Regulated Systems: The Services are not certified to any specific safety, security, or regulatory standard. If you use the Services in connection with safety-critical, regulated, or high-assurance systems (including but not limited to medical devices, aerospace, automotive, defense, nuclear, energy, or industrial control systems), you are solely responsible for ensuring compliance with all applicable standards and certification requirements, including without limitation IEC 62304, IEC 60601, DO-178C, ISO 26262, ISO/SAE 21434, IEC 61508, and any applicable FDA, EASA, FAA, EPA, NRC, or other regulatory requirements, and any other functional safety, cybersecurity, or regulatory standard applicable to your industry. We disclaim all warranties regarding suitability of the Services or any Output for such uses, and you must independently validate, verify, test, and certify all Output used in such systems.
• Your Responsibility: You are responsible for testing, validating, and deploying Output. This responsibility does not excuse our breach of these Terms or override Section 10.
• No Professional Advice: Output does not constitute professional engineering, legal, medical, or other expert advice.
• Known Limitations: AI may "hallucinate" (generate plausible but incorrect information), produce biased Output, or have knowledge gaps.
• Third-Party Models: We use AI models from third-party providers, which are subject to their respective limitations and terms.

Production use requires your independent review and testing. The disclaimers in this Section do not limit our express obligations under these Terms or override Section 10.

7. Privacy and Data Processing

Our Privacy Policy describes how we collect, use, store, share, and protect personal information, and our Cookie Policy describes our use of cookies and similar technologies. By using the Services, you acknowledge that you have read those policies. This acknowledgment is not consent where applicable law requires separate consent, which we will request separately. If these Terms conflict with the Privacy Policy concerning the collection, use, disclosure, retention, or other processing of personal information, the Privacy Policy controls.

Key Points:

• We process the code, documentation, and schematics you provide to construct requests to our AI providers
• We generate and store vector embeddings of documents you upload for reference (such as datasheets and reference manuals) to enable context-aware AI assistance
• We collect usage telemetry to improve our Services
• Your content may be transmitted to third-party AI providers to deliver the Services
• For Free Tier, Evaluation Period, and paid access, we may use inputs, uploaded content, and Output for the service purposes in Section 5.2, including internal quality evaluations, performance benchmarks, troubleshooting, and service improvements
• Model training and development require your separate, optional training choice and are limited to eligible Free Tier and Evaluation Period Platform Data under Section 5.2. You may withdraw that permission at any time. The choice does not override paid-data or agreed evaluation protections. Providers may act only on our behalf
• We do not sell personal information for money, and we do not sell Your Content or use it for advertising. Some U.S. state privacy laws may classify certain advertising, analytics, or visitor-identification disclosures as a "sale" or "sharing" of personal information

Where applicable, you may opt out of advertising-related sale or sharing using the "Do Not Sell or Share" or "Privacy Choices" control in our website footer or by enabling a Global Privacy Control signal. See the Privacy Policy and Cookie Policy for details.

Your Backup Responsibility. You are responsible for maintaining your own backups of Your Content. The Services are not intended to serve as your sole repository or system of record, and you should retain independent copies of any data that is important to you. This responsibility does not limit our security, data-return, or deletion obligations under these Terms, and liability remains subject to Section 10.

Data Location. The Services are currently hosted in the United States.

Data Security. We will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Your Content and Output against accidental or unauthorized access, destruction, loss, alteration, or disclosure. These include encryption in transit and at rest on our production systems; least-privilege access controls and multi-factor authentication for personnel with production access; security logging; vulnerability management with remediation prioritized by risk; personnel confidentiality obligations; and incident-response and backup procedures. We will require providers handling Your Content or Output on our behalf to maintain appropriate safeguards and remain responsible for their performance of our data-protection obligations under these Terms. We will not materially reduce the overall protection of these safeguards during a paid Subscription Term. These obligations continue while we or our providers retain Your Content or Output.

We will periodically review and update our security program, monitor the systems we control for security events, and maintain supported software and risk-based security patching on systems and personnel endpoints that handle Your Content or Output. Such endpoints will use encryption and access controls. We will take commercially reasonable steps to assess providers' security before allowing them to process that data and review their safeguards periodically. We will revoke personnel access as soon as reasonably practicable when employment or engagement ends or access is no longer needed.

Security Incident Notification. A "Security Incident" is a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Your Content, Output, or account personal information processed by us or our providers on our behalf. Unsuccessful attempts that do not compromise that information are not Security Incidents. We will notify affected customers without undue delay and in any event within 72 hours after becoming aware of a Security Incident, or sooner if required by applicable law. We will send notice to the security or notice contact you designate, or otherwise your account email address. An incomplete investigation will not delay the initial notice.

To the extent known, the notice will describe the nature of the incident, affected data, likely consequences, mitigation measures, and a contact for follow-up. We will provide updates as material information becomes available, investigate and take reasonable steps to contain and remediate the incident, and reasonably cooperate with your legally required response. Notification is not an admission of liability. Security reports may be sent to [email protected].

Data Subject Rights: For details on your rights under applicable data protection laws (including the EU GDPR, UK GDPR, and California Consumer Privacy Act), please refer to our Privacy Policy.

8. Termination and Suspension

8.1 Termination by You

You may end Free Tier or Evaluation Period access at any time by closing your account and ceasing use. For paid Services, stopping use or closing your account does not cancel an Order Form or release you from committed fees. You may elect not to renew in accordance with Section 2.5 and the Order Form. Early termination of paid Services is governed by Sections 8.2, 9.1, and 11.2 and any additional termination rights in the Order Form.

8.2 Suspension and Termination Rights

Free Tier and Evaluation Periods. We may limit, suspend, or terminate free or evaluation access at any time, with or without notice, in our sole discretion and without liability to you to the extent permitted by law.

Suspension of Paid Services. We may temporarily suspend paid access if we reasonably determine that:

• Your use materially violates the Acceptable Use Policy or involves fraudulent or illegal activity
• A threat, attack, or your use creates a security risk or disruption to the Services, us, other users, or our providers
• Subject to applicable law, you have ceased business in the ordinary course, made an assignment for the benefit of creditors, or become subject to bankruptcy, reorganization, liquidation, or similar proceedings
• Providing the Services to you is prohibited by law
• Payment remains overdue as described in Section 2.3

We will use commercially reasonable efforts to give prior notice of a suspension, provide updates, and restore access as soon as reasonably possible after the cause is resolved. Immediate suspension may be necessary to address an urgent risk or comply with law. To the maximum extent permitted by law, we are not liable for losses arising from a suspension permitted by this section. A suspension is not itself a termination of the Order Form.

Termination for Cause. Either party may terminate these Terms and all Order Forms governed by them, or any affected Order Form, by written notice if the other party materially breaches these Terms or an Order Form and fails to cure within 30 days after receiving written notice describing the breach. If the breach cannot be cured, termination may be immediate on written notice. Subject to applicable law, either party may also terminate immediately on written notice if the other becomes insolvent, is generally unable to pay or fails to pay its debts as they become due, enters bankruptcy or similar proceedings, makes or seeks a general assignment for creditors, or applies for or has a receiver appointed over a material part of its business or assets. The notice must identify the scope of termination; terminating these Terms terminates all Order Forms governed by them.

No Midterm Termination for Convenience. Neither party may terminate a paid Order Form for convenience during its committed Subscription Term. Either party may elect not to renew in accordance with Section 2.5 and the Order Form. This does not limit termination for cause, the warranty remedy in Section 9.1, or the IP remedy in Section 11.2.

8.3 Effect of Termination

Upon termination or expiration of an Order Form or your access under these Terms:

• Your right to access and use the affected Services ends, except for the limited data-export right below; Order Forms outside the scope of termination continue according to their terms
• Unused credits for the terminated or expired Order Form expire as described in Section 2.4
• Rights in paid Output already acquired under Section 5.3 continue, subject to the applicable restrictions
• You must immediately stop using our intellectual property relating to the terminated Services, delete, destroy, or return all copies, and certify deletion or destruction to us in writing. This does not require deletion of Your Content or paid Output you own, or materials you remain authorized to use under an active Order Form, Evaluation Agreement, or the data-export provisions below
• We will delete Your Content, Output, and account records as described below and in our Privacy Policy, subject to the paid-data export period and applicable retention exceptions
• Backup copies may be retained for the period described in the retention schedule in our Privacy Policy
• Sections that by their nature should survive termination will continue to apply, including the provisions concerning accrued payment obligations, Intellectual Property, Confidential Information, Disclaimers, Limitations of Liability, Indemnification, Export Controls, and Dispute Resolution, subject always to replacement under Section 1

Fees and Refunds. Termination does not excuse fees accrued before termination. If you validly terminate for cause under Section 8.2, or an affected Order Form is terminated under Section 9.1 or 11.2, you will not owe fees for the unused remainder of that Subscription Term, and we will refund the prorated portion of prepaid subscription fees for that remainder within 30 days after termination. Otherwise, all unpaid committed fees for the remainder of the current Subscription Term of each terminated Order Form become immediately due, to the extent permitted by law. Except for an express refund right under these Terms or an Order Form, or as required by law, fees remain non-refundable. A refund of subscription fees is not a cash redemption of unused credits.

Paid Data Export and Deletion. For 30 days after expiration or termination of a paid Order Form, or earlier closure of your paid account, we will retain Your Content and Output associated with that Order Form or closed paid account and allow you to export them through available tools or, on request to [email protected], provide them in a commonly used, machine-readable format at no additional charge. We will fulfill timely export requests before deleting the covered data. This right is limited to retrieving existing data and does not extend production access or credits. If direct access would create a security risk, we will provide a secure alternative. We may restrict return only to the extent prohibited by law.

Unless you request earlier deletion, we and our sub-processors will delete the covered Content and Output from active systems after the export period and within 45 days after the applicable expiration, termination, or account closure. Data that you keep in use under another active Order Form is excluded from that deletion; termination of one Order Form does not require closing your account or deleting unrelated data. If your account is closed, associated account records are also deleted within 45 days of closure. An express request for earlier deletion waives the remaining export period for that data; account closure alone does not waive it. We will complete earlier requested deletion within 45 days of the request, or sooner where required by law.

Data submitted or generated solely through free or evaluation access has no guaranteed post-termination export period unless an Evaluation Agreement provides one. For such accounts, Your Content, Output, and account records will be deleted within 45 days after account closure and may be deleted sooner. All deletion obligations are subject to the legal-hold, backup, and other retention exceptions in the Privacy Policy. Retained data remains protected and may be used only for the applicable retention purpose. Section 5.2 governs de-identified metrics and model development lawfully completed before deletion.

9. Disclaimers and Warranties

Malicious Code. We will not knowingly introduce into the Platform code designed to maliciously disrupt, damage, or gain unauthorized access to your systems or data. This commitment does not prohibit access controls or suspension expressly permitted by these Terms.

9.1 Limited Paid Platform Warranty

During a paid Subscription Term, we warrant that the Platform will perform in all material respects in accordance with the user documentation we make available for the purchased functionality when used as authorized. Documentation updates will not materially reduce that functionality during the term. We will provide the included support and any Additional Services in a professional and workmanlike manner. This warranty does not guarantee the accuracy of individual AI outputs, suitability for a particular hardware configuration or regulated use, or uninterrupted or error-free operation. It excludes beta or preview features and failures to the extent caused by your misuse, unauthorized modifications, or unsupported equipment or integrations you supply.

Notify us in writing of a material failure with enough detail to investigate it. We will use commercially reasonable efforts to correct the failure or provide a materially equivalent workaround or reperform the affected services at no additional charge. If we cannot do so within 30 days after receiving that notice, you may terminate the affected Order Form by written notice and receive the refund and release from remaining fees described in Section 8.3. No additional cure period is required. These are your exclusive remedies for breach of this limited warranty, but do not limit remedies for a separate breach of our confidentiality, security, data-use, or other obligations, our indemnification obligations, or rights that cannot lawfully be limited.

9.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS OR AN APPLICABLE ORDER FORM OR EVALUATION AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND SUBJECT TO THOSE EXPRESS COMMITMENTS, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT
• WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE
• WARRANTIES REGARDING ACCURACY, RELIABILITY, OR AVAILABILITY OF THE SERVICES
• WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE
• WARRANTIES REGARDING THE QUALITY, ACCURACY, OR RELIABILITY OF OUTPUT
• WARRANTIES THAT DEFECTS WILL BE CORRECTED

SUBJECT TO OUR EXPRESS COMMITMENTS IN THESE TERMS, WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT OUTPUT WILL BE ACCURATE OR SUITABLE FOR YOUR USE CASE.

Connected Hardware. The Services may build, flash, execute, and debug firmware on, and otherwise operate, hardware and instruments you connect to the Services (including development boards, microcontrollers, debug probes, logic analyzers, power profilers, oscilloscopes, and other devices or test equipment). You are solely responsible for the selection, configuration, connection, and supervision of such hardware. Except for our express commitments in these Terms, we do not warrant that connected hardware will operate without error or damage. Responsibility for hardware does not excuse our breach of these Terms; any resulting liability is subject to Section 10.

Third-Party Services and Links. The Services may link to, display, integrate with, operate on, or depend on websites, content, services, software, hardware, or systems provided by third parties or by you ("Third-Party Services"), including cloud hosting and third-party AI model providers. We do not control or endorse, and make no representations or warranties regarding, Third-Party Services. The availability and operation of the Services may depend on them, and your failure to provide adequate access to a Third-Party Service you control may interrupt or degrade the Services. You are responsible for obtaining all rights needed to use Third-Party Services you connect and for complying with their applicable terms and privacy notices. Any separate, direct interaction between you and a third-party provider is solely between you and that provider. This paragraph does not excuse our performance of the support, warranty, security, or provider obligations expressly stated in these Terms.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW AND SUBJECT TO THE EXCEPTIONS BELOW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUES, ARISING OUT OF THESE TERMS OR THE SERVICES. THIS EXCLUSION DOES NOT OTHERWISE EXCLUDE DIRECT DAMAGES, INCLUDING REASONABLE DIRECT COSTS OF RESTORING DATA, RESPONDING TO A SECURITY INCIDENT, OR REPAIRING DAMAGED HARDWARE, TO THE EXTENT CAUSED BY A PARTY'S BREACH OF THESE TERMS OR OTHER ACTIONABLE CONDUCT.

SUBJECT TO THE EXCEPTIONS BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, ORDER FORMS GOVERNED BY THEM, OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100) OR (B) THE TOTAL FEES PAID OR PAYABLE BY YOU TO EMBEDDER FOR SERVICES UNDER THESE TERMS AND THOSE ORDER FORMS DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THIS IS ONE AGGREGATE CAP FOR EACH PARTY, INCLUDING ITS AFFILIATES AND PERSONNEL, NOT A SEPARATE CAP FOR EACH CLAIM, USER, OR ORDER FORM.

These limitations apply regardless of legal theory, including contract, tort, and negligence, even if a party was advised of the possibility of the damages or a remedy fails of its essential purpose. The damages exclusion does not apply to amounts payable to third parties under either party's defense and indemnification obligations in Section 11. Those obligations, including defense costs, remain subject to and count toward the applicable aggregate cap.

Neither the damages exclusion nor the cap limits a party's fraud, willful misconduct, gross negligence, or liability that cannot lawfully be excluded or limited. Neither limits your obligation to pay fees properly due or our express refund obligations. These limitations do not prevent a party from seeking equitable relief as provided in Section 18. A different liability allocation in a signed Order Form or MSA governs as provided in Section 1.

11. Indemnification

11.1 Your Indemnification Obligations

Subject to Section 10 and the procedure below, you will defend and indemnify Embedder and its affiliates and personnel against third-party claims, and resulting damages finally awarded, settlements approved under that procedure, and reasonable defense costs, to the extent arising from (i) allegations that Your Content infringes or misappropriates intellectual property rights or violates privacy rights; (ii) your material violation of Section 4 or applicable export-control or sanctions laws; or (iii) your gross negligence or willful misconduct. This obligation excludes claims to the extent caused by our breach, negligence, or willful misconduct, and claims covered by Section 11.2 regardless of its cap. Authorized use of the Services or deployment of Output alone does not trigger your indemnity.

Mutual Indemnification Procedure. For either party's indemnity under this Section 11, the protected party must promptly notify the indemnifying party in writing, provide reasonable cooperation at the indemnifying party's expense, and give it control of the defense and settlement with reasonably acceptable counsel. Delayed notice relieves the indemnifying party only to the extent materially prejudiced. The protected party may participate with its own counsel at its own expense. A settlement requires the protected party's prior written consent, not unreasonably withheld, if it admits fault, imposes nonmonetary obligations or payment on that party, or fails to provide an unconditional release of the covered claim. If the indemnifying party fails to assume the defense promptly after notice, the protected party may defend the claim and recover reasonable covered defense costs, subject to Section 10.

11.2 Paid Platform IP Indemnification

For your use of the paid Platform under an Order Form, we will indemnify, defend, and hold you harmless against out-of-pocket losses, damages, liabilities, and costs, including reasonable attorneys' fees, resulting from a third-party claim that the Platform infringes or misappropriates that third party's U.S. patents, copyrights, trademarks, or trade secrets. The mutual procedure in Section 11.1 applies.

This obligation does not apply to claims arising from (i) components not created by Embedder, including Your Content or Third-Party Services; (ii) modifications by anyone other than Embedder, or combinations with other products, processes, or materials, where the alleged infringement relates to that modification or combination; (iii) continued allegedly infringing activity after notice of the infringement or of modifications that would avoid it; (iv) use not in accordance with these Terms, the applicable Order Form, or Platform documentation; or (v) any Output, its use or deployment, or any third-party AI model.

If a claim is made or appears possible, you agree that we may, at our sole discretion, modify or replace the Platform or an affected component to make it non-infringing, or obtain the right for you to continue using it. If we reasonably determine neither option is reasonably available, we may terminate these Terms, in whole or with respect to the affected Services, immediately on written notice. We will refund prepaid fees for the unused remainder of each terminated Subscription Term within 30 days, and you will not owe fees for that remainder, as provided in Section 8.3.

Subject to Section 10 and to the extent permitted by law, this Section 11.2 states your sole remedies and our sole liability for actual, threatened, or alleged claims that the Platform infringes, misappropriates, or otherwise violates third-party intellectual property rights. We provide no other indemnification unless expressly agreed in an Order Form or MSA signed by both parties.

11.3 Free and Evaluation Access

We provide no indemnification for Free Tier or Evaluation Period access unless expressly agreed in an Evaluation Agreement or an Order Form or MSA signed by both parties. Purchasing paid access does not extend Section 11.2 to earlier free or evaluation use.

12. Changes to Terms

Paid Access. Unless the Order Form provides otherwise, the version of these Terms incorporated when it is signed applies throughout its then-current Subscription Term. Changes during that term require both parties' written agreement. Updated Terms apply at renewal only as provided in the Order Form or agreed in writing. Website updates do not amend signed agreements or Evaluation Agreements.

Other Access. For access not subject to the preceding paragraph, we may modify these Terms from time to time. If we make a materially adverse change, we will provide at least 30 days' advance notice by email or through a prominent notice in the Services. The notice will state when the revised Terms take effect. Changes required to comply with law or address an urgent security, fraud, or abuse risk may take effect sooner, and we will provide notice as soon as reasonably practicable.

A material change to Section 13 will not apply to a dispute of which we had actual notice before the change takes effect. Subject to the affirmative acceptance and separate training choice required by Section 5.2, your continued use of the access described under "Other Access" after changes take effect constitutes acceptance. If you do not agree, you must stop using that access. A Terms update or continued use alone does not enable training or expand model-use rights over previously protected data. The protections for paid Order Forms, signed agreements, and Evaluation Agreements continue to apply.

13. Governing Law and Dispute Resolution

Subject to Section 1, these Terms and disputes arising out of or relating to them, any Order Form governed by them, or the Services are governed by California law, without regard to conflict-of-law principles. Any legal suit, action, or proceeding arising out of or relating to these Terms, any Order Form governed by them, or the Services must be brought exclusively in the federal or state courts located in San Francisco, California, and each party irrevocably submits to those courts' exclusive jurisdiction, except as provided in Section 18 or required by applicable law.

TO THE EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, ANY ORDER FORM GOVERNED BY THEM, OR THE SERVICES, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE.

14. Export Controls and Sanctions

You acknowledge that the Services and Your Content may be subject to U.S. and international export control and sanctions laws, including the U.S. Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR). You represent, warrant, and covenant that:

• You will not upload, transmit, or share through the Services any technical data, software, or information that is controlled under ITAR (22 C.F.R. Parts 120–130)
• You will not access or use the Services from any country, region, or territory subject to comprehensive U.S. economic sanctions or embargoes
• You will not share access to the Services with any person or entity (i) listed on any U.S. government restricted party list (including the Specially Designated Nationals and Blocked Persons List, the Entity List, or the Denied Persons List), or (ii) owned or controlled by such a person or entity
• You are not, and no person under your account is, a restricted party as described above
• You will comply with all applicable export control, sanctions, and trade laws in your use of the Services

You are solely responsible for determining whether Your Content or your use of the Services is subject to export controls or sanctions, and for obtaining any required licenses or authorizations.

15. Government Customers

Use of the Services by U.S. Government end users, or in performance of a U.S. Government prime or subcontract, is subject to a separate Government Addendum executed by both parties. Without such an addendum, the Services are provided as "commercial computer software" and "commercial computer software documentation" pursuant to FAR 12.212 and DFARS 227.7202, and any flow-down clauses (including those from FAR Part 52 or DFARS Part 252) are expressly excluded.

16. California Consumer Notice

This notice is provided for California consumers under California Civil Code Section 1789.3. The provider of the Services is Embedder Tech Inc., 2261 Market Street STE 95828, San Francisco, CA 94114. Free Tier and Evaluation Period access under these Terms are provided for $0. Fees, billing schedules, and payment terms for paid, commercial, or enterprise access are specified in the applicable Order Form. The governing agreements for that access are described in Section 1.

To resolve a complaint regarding the Services or to receive further information, contact [email protected] or write to the address above. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Boulevard, Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

California residents may have additional privacy rights. See our Privacy Policy for details and instructions for exercising those rights.

17. Copyright Complaints

We respect the intellectual property rights of others and review clear copyright complaints. If you believe material available through the Services infringes your copyright, email [email protected] with identification of the copyrighted work, identification and location of the material at issue, your contact information, and an explanation of why you believe the use is unauthorized.

We may remove or restrict access to material in response to a complaint and may suspend or terminate accounts of repeat infringers where appropriate.

18. General Provisions

Entire Agreement: These Terms, together with our Privacy Policy, Cookie Policy, and any applicable Order Forms, Evaluation Agreements, and documents expressly incorporated into these Terms, constitute the entire agreement between you and us regarding the Services governed by these Terms. This provision is subject to Section 1. Purchase orders, vendor registration forms, procurement portals, and similar customer documents do not add to or modify the applicable agreement, even if acknowledged or used for billing, unless both parties expressly agree to those changes in a signed writing. Evaluation Agreements may be formed by email as provided in Section 1.

Severability: If any provision of these Terms is found to be invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will remain in full force and effect.

No Waiver: No waiver by us is effective unless expressly stated in a writing signed by us. Our failure or delay in exercising a right or remedy is not a waiver, and a single or partial exercise does not preclude further exercise of that or any other right or remedy.

Assignment: You may not assign or transfer these Terms or your rights, or delegate your obligations, without our prior written consent. Any prohibited assignment or delegation is void. No assignment or delegation by you relieves you of your obligations. We may assign these Terms without restriction and subcontract Services to our vendors. These Terms bind and benefit the parties and their respective permitted successors and assigns.

Force Majeure: We shall not be liable or deemed to have breached these Terms for any delay or failure to perform resulting from causes outside our reasonable control, including but not limited to acts of God, war, terrorism, natural disasters, or failures of third-party services. This provision does not excuse payment obligations.

Equitable Relief: Each party acknowledges that its breach or threatened breach of Section 5, or your breach or threatened breach of Section 4, would cause the other party irreparable harm for which money damages would be inadequate. To the extent permitted by law, the other party is entitled to injunctive relief, specific performance, or other equitable relief from any court of competent jurisdiction without posting a bond or other security or proving actual damages or the inadequacy of money damages. These remedies are cumulative and do not limit other remedies available at law or in equity.

Relationship of the Parties: The parties are independent contractors. Neither party may bind the other, and these Terms create no employment, partnership, joint venture, or agency relationship. To the fullest extent permitted by law, neither party owes the other or its affiliates any fiduciary duty, and the parties' duties to each other are limited to their contractual duties.

Electronic Communications: You agree that we may provide notices and other communications electronically, including by email to the address associated with your account or by posting them through the Services. Electronic communications satisfy any legal requirement that a communication be in writing. You are responsible for keeping your account email address current.

Notices of breach, termination, non-renewal, or price changes for paid Services must be sent in writing to the notice contacts in the Order Form. If none are specified, notices to you must be sent to your account email address and notices to Embedder must be sent to [email protected]. Such notices take effect on receipt, subject to any different notice provisions in the Order Form. Posting a website update alone does not constitute such notice.

Publicity: During a paid Subscription Term, you authorize us to identify your organization as a customer and use its name and logo in our customer lists and marketing materials, including our website, in accordance with any trademark guidelines you provide. You will cooperate with us on a mutually agreed joint press release. Case studies require mutual written agreement. For Free Tier and Evaluation Period users, use of your name or logo requires prior written consent.

19. Contact

For questions, concerns, or notices regarding these Terms, please contact us at [email protected]. General inquiries may also be directed to [email protected].