Embedder

" Activity that creates legal, security, or operational risk to us, our other users, or our third-party providers Your insolvency or bankruptcy, an assignment for the benefit of creditors, or your cessation of business in the ordinary course Circumstances in which our provision of the Services to you is prohibited by applicable law No Liability for Suspension. We will use commercially reasonable efforts to provide notice of a suspension and to restore access promptly once the underlying cause is resolved. To the maximum extent permitted by law, we will have no liability for any damage, liabilities, or losses (including any loss of data or profits) you may incur as a result of a suspension made in accordance with these Terms. For paid subscriptions, we may also terminate without cause upon 30 days' written notice. If we terminate a paid subscription for our convenience and you are not in material breach, we will refund the pro-rata portion of any prepaid fees corresponding to the unused remainder of your subscription term. We may terminate free or unpaid accounts at any time for prolonged inactivity or for any other reason."

" (b) seek injunctive, preliminary, or other equitable relief in any court of competent jurisdiction to prevent or address (i) actual or threatened infringement, misappropriation, or violation of intellectual property rights, or (ii) breach of confidentiality obligations."

" Class Action Waiver: You agree that any arbitration or proceeding shall be limited to the dispute between you and us individually. You agree to waive any right to participate in a class action lawsuit or class-wide arbitration. If this class action waiver is held unenforceable in your jurisdiction, the arbitration provision in this Section 14 shall be deemed inapplicable to your dispute (but the remainder of these Terms shall remain in effect)."

" We are not liable for any loss or damage arising from your failure to maintain account security. Permitted Users. If you are a paid customer, you may permit your employees and contractors to use the Services for your internal business purposes, provided each such user complies with these Terms and you remain responsible for their use. Each individual user must have their own account; account sharing is not permitted."

" Fees: Use of certain Services requires payment of fees. All fees are stated in U.S. dollars unless otherwise specified. By subscribing to a paid plan, you agree to pay all applicable fees. Billing: Subscription fees are billed in advance on a recurring basis (monthly or annually). You authorize us to charge your payment method on file for all applicable fees. Usage-Based Fees: Certain plans may include usage-based charges based on metered consumption (such as AI tokens consumed, processing time, or other resources). You are responsible for all charges incurred under your account. Late Payments: Payment obligations are non-cancelable. If you fail to pay any amount when due, without limiting our other rights and remedies: (i) we may charge interest on past-due amounts at the rate of 1.5% per month, or the highest rate permitted by applicable law if lower; (ii) you will reimburse us for all reasonable costs of collection, including attorneys' fees, court costs, and collection agency fees; and (iii) if the failure continues for ten (10) days or more, we may suspend your access to any or all of the Services until all overdue amounts are paid in full. Taxes: All fees are exclusive of any applicable taxes, including sales tax, VAT, GST, or similar taxes. You are responsible for paying all such taxes associated with your use of the Services, except for taxes based on our net income. Price Changes: We reserve the right to change our fees at any time. "

"We will provide at least 30 days' advance notice of fee increases for existing subscriptions. No Refunds: All fees are non-refundable except (i) as required by law, (ii) as expressly stated in these Terms (including the refund for termination without cause described in Section 9.2), or (iii) as set forth in your Order Form. Auto-Renewal: Unless otherwise stated in your Order Form, all subscriptions automatically renew at the end of each subscription term for a renewal term equal to the then-current term, at the then-current rates, until cancelled in accordance with this Section. Cancellation: You may cancel your subscription at any time through your account settings or by contacting us at [email protected] . Standard cancellation terms are as follows, except as otherwise provided in your Order Form or a separate Master Services Agreement: Month-to-Month Subscriptions: You may cancel at any time. Cancellation takes effect at the end of the current monthly billing period, and you will continue to have access to the Services through the end of that period. You will not be charged for any subsequent month, and the subscription will not renew. Annual (Yearly) Subscriptions: To cancel or prevent automatic renewal of an annual subscription, you must provide written notice of cancellation at least thirty (30) days before the end of the current annual term. Cancellation takes effect at the end of the current annual term, and you will continue to have access to the Services through the end of the paid term. "

" 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."

" By uploading Your Content, you grant us a worldwide, non-exclusive, royalty-free license to: Process Your Content and transmit it through our systems to operate the Services Generate and store embeddings and derivative representations of Your Content for AI processing Transmit Your Content to third-party AI subprocessors to provide the Services"

" We may suspend or terminate your access to the Services immediately, with or without notice, for:"

" We respect the intellectual property rights of others and respond to clear notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act ("DMCA"). If you believe content available through the Services infringes your copyright, please send a written notice to our designated agent including: (i) your physical or electronic signature; (ii) identification of the copyrighted work; (iii) identification of the material claimed to be infringing and information sufficient to locate it; (iv) your contact information; (v) a statement of good-faith belief that the use is not authorized; and (vi) a statement under penalty of perjury that the information is accurate and that you are authorized to act. Designated DMCA Agent: [email protected] (subject line "DMCA Notice"). We may terminate accounts of repeat infringers."

" 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 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. "

" 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, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO: IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT WARRANTIES REGARDING ACCURACY, RELIABILITY, OR AVAILABILITY OF THE SERVICES WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE"

" You agree to indemnify, defend, and hold harmless Embedder, its affiliates, and their respective officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:"

" Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions. Arbitration: Subject to the exceptions below, any dispute arising out of or relating to these Terms or the Services shall be resolved through binding arbitration in accordance with the American Arbitration Association's Commercial Arbitration Rules. The arbitration shall be conducted in San Francisco, California, and judgment on the arbitration award may be entered in any court having jurisdiction. Exceptions to Arbitration: Notwithstanding the foregoing, either party may:"