Terms of Service

These Terms of Service (“Terms”) are between you and Enginuity Labs Inc., a Delaware corporation (“Enginuity Labs,” “we,” “us,” or “our”). They govern your access to and use of Enginuity Design Studio, including our cloud services, AI agents, website, and related services (the “Service”).

You accept these Terms when you click to accept them, sign an agreement that includes them, or use the Service. If you do not agree, do not use the Service. If you accept for an organization, you confirm you have authority to bind it, and “you” includes that organization.

Your agreement with us also includes our End User License Agreement (“EULA”), which governs the desktop software, and our Privacy Policy. If these Terms and the EULA conflict about the desktop software, the EULA controls. If you have signed a separate written agreement with us, that agreement controls over these Terms, the EULA, and the Privacy Policy where they conflict.

Enginuity Design Studio turns natural-language instructions into engineering design work. It provides AI agents:

• ·Archimedes handles CAD automation and 3D modeling
• ·Tesla handles PCB and electronic design automation
• ·Da Vinci handles simulation, including FEA, CFD, and multiphysics

The Service runs partly as a desktop application on your computer and connects to our servers to run inference and other processing. It connects to engineering software you install or subscribe to, such as SolidWorks, CATIA, the 3DEXPERIENCE platform, Autodesk Fusion, and Onshape; generates and runs code and scripts on your computer and in that software; runs built-in geometry and simulation tools; and stores your conversations, design history, and project data. Features and usage limits may differ between accounts and may change over time.

You must be at least 18 and able to form a binding contract. You sign in through a third-party identity provider, such as Google or Microsoft; we never receive your password for them. Keep your account secure and your information accurate. Each account is for one person; do not share it. You are responsible for activity under your account. Tell us at support@enginuitylabs.org if you think it has been used without your authorization.

If an organization gives you access, its administrators may control your access and view and manage content in its workspace, and your use may be subject to its policies.

You may not use the Service if you are in, or ordinarily resident in, a country or region under comprehensive U.S. sanctions, or if you are barred from using it under sanctions or export laws.

You will use the Service only for lawful purposes. You will not:

• ·Break any law or infringe anyone’s rights
• ·Use the Service to design or produce weapons, their delivery systems, or anything meant to cause harm, or for any end use barred by export control laws
• ·Upload or generate export-controlled technical data, such as data under the U.S. International Traffic in Arms Regulations, without the authorizations the law requires
• ·Upload content, or design products, that infringe someone else’s intellectual property or confidential information
• ·Upload malware, or use the Service to attack or probe any system
• ·Access the Service without authorization, or scan or test its security without our written permission
• ·Circumvent usage limits, rate limits, or access controls, or extract our prompts, system instructions, or model behavior except through interfaces we provide
• ·Use the Service or its outputs to build or train a competing product, service, or AI model
• ·Resell or provide the Service to third parties as a service bureau
• ·Use the Service in breach of your license for any connected third-party software
• ·Present AI-generated output as reviewed or certified by a human engineer when it was not

We may investigate suspected violations and may remove content, limit access, or suspend accounts.

Much of what the Service does happens on your own computer. When you give an instruction, the Service may generate code and scripts and run them through the desktop software and inside your connected applications. By using these features, you authorize those actions.

The Service uses machine-learning models to generate designs, code, geometry, simulation setups, and text (“Output”). Output is generated automatically, may be wrong or unsuitable, and is provided “as is.” Similar Output may be generated for other users; Output generated for others is not yours. We do not warrant that Output does not infringe others’ rights.

“Your Content” means the prompts, instructions, files, models, images, voice input, and other material you submit; the data the Service reads from your connected engineering software; and your Output. You keep all rights in Your Content.

You grant us and our service providers a worldwide, non-exclusive, royalty-free, sublicensable license to host, copy, transmit, process, display, and create derived and de-identified data from Your Content, to operate, secure, support, improve, and develop the Service and our products and models. How we use Your Content that is personal data, including for training our models, and the choices you have, are described in our Privacy Policy. You confirm you have the rights needed to grant this license and to submit Your Content.

The Service is free to use now. We will not charge you unless you first agree to pay. Before any paid plan, we will show you the price, billing period, taxes, and renewal and cancellation terms, and those terms will apply alongside these Terms.

If you give us feedback or ideas about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use them for any purpose, without compensation or attribution. Feedback is not Your Content; any personal data in it is handled under our Privacy Policy.

The Service, including its software, models, prompts, and branding, is owned by Enginuity Labs and its licensors and protected by intellectual property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to use the Service for your internal business purposes. The desktop software is licensed under the EULA. “Enginuity Labs,” “Enginuity Design Studio,” and our logos are our trademarks; do not use them without our written permission. We keep all rights we do not expressly grant.

The Service, the desktop software, and related technology are subject to U.S. export control and sanctions laws, including the Export Administration Regulations and the regulations of the Office of Foreign Assets Control, and may be subject to other countries’ laws, including India’s. You confirm you are not in, organized under the laws of, or ordinarily resident in a country or region under comprehensive U.S. sanctions, and that you are not on, or owned or controlled by anyone on, a restricted-party list. You will not export or use the Service or any Output for a prohibited end use. You are responsible for determining whether the designs and data you process are export-controlled and for obtaining any required authorizations. We may suspend or end access where we reasonably believe it is needed to comply with these laws.

You must hold your own licenses for the engineering software and platforms you connect, and make sure your use of the Service with them is allowed by your license with each vendor. We are not responsible for third-party software’s availability, security, or policies. For cloud platforms such as Onshape, you connect through the platform’s own sign-in; we never receive your password, and the resulting credentials are held by the desktop software on your device. Revoking access stops future access but does not delete data already processed; see our Privacy Policy to request deletion.

To the extent the law allows, you will indemnify and defend Enginuity Labs, its affiliates, and their officers, directors, employees, and agents against third-party claims, and related losses and reasonable legal fees, arising from your use or misuse of the Service, your breach of these Terms or of any law or third-party right, Your Content, or the designs or products you create, manufacture, or sell using the Service, including product-liability, safety, and regulatory claims. We will tell you of any claim we seek indemnification for, and you may not settle it in a way that binds us without our written consent.

We may add, change, or remove features of the Service. We may revise these Terms, and will notify you of material changes by email or in the Service at least 14 days before they take effect, unless a law or security risk requires sooner. If you keep using the Service after revised Terms take effect, you accept them; if you do not agree, stop using the Service.

You may stop using the Service at any time; to close your account and request deletion, contact support@enginuitylabs.org. We may suspend or end your access immediately if you materially breach these Terms, if the law requires it, or if your use poses a security, legal, or operational risk, and for any other reason on at least 30 days’ notice. When your access ends, your right to use the Service and the desktop software ends and you must uninstall the software. You may request an export of Your Content for 30 days after termination, unless we ended your access for breach or the law prevents it; after that we delete or anonymize your data as described in our Privacy Policy. Terms that by their nature should survive, including the export, Output, feedback, intellectual-property, disclaimer, liability, indemnification, and dispute terms, survive.

These Terms, and any dispute relating to them or the Service, are governed by the laws of the State of Delaware and applicable U.S. federal law, without regard to conflict-of-law rules. The UN Convention on Contracts for the International Sale of Goods does not apply.

Before starting arbitration, the party raising a dispute will send the other a written notice describing it; notices to us go to legal@enginuitylabs.org. The parties will try to resolve it informally for 60 days. If they cannot, the dispute will be resolved by final, binding arbitration before a single arbitrator, administered by the American Arbitration Association under its applicable rules, seated in Wilmington, Delaware, conducted in English; hearings may be held by video. Either party may instead bring a qualifying claim in small-claims court, or ask a court for an injunction to protect intellectual property, confidential information, or the security of the Service.

You may opt out of arbitration and the class action waiver by emailing legal@enginuitylabs.org within 30 days after you first accept these Terms, with the subject “Arbitration Opt-Out” and your name and account email. Any claim must be brought within one year after it arises, to the extent the law allows. If you are a consumer outside the United States, nothing here removes the protection of the mandatory laws of your country of residence.

These Terms, with the EULA, the Privacy Policy, and any signed agreement or purchase terms, are the entire agreement between you and us about the Service and supersede prior agreements on the subject. You may not assign them without our written consent; we may assign them to an affiliate or in a merger, acquisition, or sale of assets, and our affiliates, including Enginuity Labs Private Limited, may perform our obligations. If any provision is unenforceable, the rest stays in effect. Our failure to enforce a provision is not a waiver. Neither party is liable for delays caused by events beyond its reasonable control; this does not apply to payment obligations. We may give you notice by email or through the Service; send legal notices to legal@enginuitylabs.org, with a copy by post to the address below. You agree to receive communications electronically. The parties are independent contractors. These Terms are in English; if translated, the English version controls.