DESIC End User License Agreement

Effective Date: October 2, 2026

1. Parties and Acceptance

This End User License Agreement ("Agreement") is between Desic Labs, LLC, a Colorado limited liability company ("Desic Labs," "we," or "us"), and the individual or entity licensing the DESIC software ("Customer" or "you"). The Service is intended and made available solely for business and professional use and is not offered to, or directed at, consumers acquiring it for personal, family, or household purposes. “Customer” represents and warrants that it is acquiring the Service for business or professional purposes and not for personal, family or household use, and, to the maximum extent permitted by law, agrees that it is not a consumer with respect to the Service. By clicking a button or checking a box indicating acceptance, creating an account, completing a subscription purchase, installing, signing in to, accessing, or using DESIC, you affirmatively agree to this Agreement and acknowledge the Privacy Policy. If you do not agree, do not access or use the Service. If you accept for an entity, you represent and warrant that you have authority to bind that entity, and "Customer" means that entity. You agree that this Agreement and related notices, disclosures, records, and transactions may be provided, accepted, and retained electronically; your electronic acceptance has the same legal effect as a handwritten signature. Desic Labs may maintain electronic records of acceptance, including the version accepted, date and time, account, and related technical information, and may provide a printable or downloadable copy. Your use of the Service after acceptance does not replace the requirement for affirmative assent where applicable law requires renewed consent.

2. Definitions

• "Software" means the DESIC plugin for use with Autodesk Civil 3D, including all modules now or later made available (the first module is "SheetAutomation"), updates, and documentation provided by Desic Labs.

• "Desic Service" means Desic Labs' hosted service (currently at api.desic.io) that provides sign-in, subscription entitlement, usage metering, and relay of requests to the AI Provider.

• "AI Provider" means the third-party artificial intelligence service used by the Desic Service to interpret instructions and determine automation actions, currently Anthropic, PBC's Claude models accessed through Anthropic's API. Desic Labs may change the AI Provider.

• "Service" means the Software, the Desic Service, and the AI functionality together.

• "Authorized User" means an individual whom Customer authorizes to use the Service for Customer's internal business purposes.

• "Seat" means a subscription for one named Authorized User identified by an email address.

• "Customer Data" means information, content, and data submitted to or processed by the Service by or for Customer, including chat instructions and the project information described in Section 6, and Customer's drawings, project files, and related data processed locally by the Software.

• "Autodesk Product" means the Autodesk application (e.g., Civil 3D) that Customer separately licenses from Autodesk and into which the Software is installed.

• "Usage Policy" means the AI Provider's then-current usage or acceptable-use policy applicable to the Service, currently Anthropic's Usage Policy available at anthropic.com/legal/aup.

• "Autodesk AUP" means Autodesk's then-current Acceptable Use Policy applicable to Autodesk developer offerings.

• "Privacy Policy" means Desic Labs' then-current privacy policy made available with the Service or at desic.io.

• "Output" means content or a result generated or returned by the Service in response to Customer Data.

• "Subscription" means Customer's recurring right to access the Service for one or more Seats during a subscription period.

3. License Grant and Restrictions

3.1 Grant. Subject to Customer's timely payment and continued compliance with this Agreement, Desic Labs grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the applicable Subscription term, for each Authorized User with an active Seat to install and use the Software on the number of computers permitted by Desic Labs, solely for Customer's internal business purposes and solely within an Autodesk Product for which Customer holds a valid, current Autodesk license. "Internal business purposes" includes producing drawings and plan sets for Customer's own clients, but does not include providing access to the Service or its automation functionality to third parties.

3.2 Seats and sign-in. Each Seat is for one named Authorized User and may not be shared. Sign-in is by a one-time code sent to the Seat's email address. Desic Labs may limit the number of computers per Seat and may require re-verification. Customer is responsible for maintaining the confidentiality and security of its accounts, email access, and authentication credentials, for all activity under its accounts, and for promptly notifying Desic Labs of suspected unauthorized access or use.

3.3 Restrictions. Customer will not, and will not permit anyone to: (a) share Seats or credentials; (b) provide, resell, sublicense, rent, distribute, time-share, or otherwise make the Service or its AI functionality available to any third party, or operate the Service as a service bureau; (c) copy, modify, translate, reverse engineer, decompile, disassemble, or attempt to derive source code, models, underlying ideas, or non-public APIs of the Service, except only to the extent a restriction is prohibited by law; (d) circumvent or interfere with any entitlement, sign-in, security, technical, or usage-limit mechanism; (e) use the Service or Outputs to build, train, or improve a competing product or model; (f) use the Service in violation of the Usage Policy, the Autodesk AUP, third-party platform restrictions, or applicable law; (g) introduce malicious code, probe or disrupt the Service, or access it through unauthorized automated means; (h) use the Service as a real-time control or safety component of any system where failure could reasonably cause death, personal injury, or material property or environmental harm, provided that preparing drawings and documents that qualified professionals independently review before use is not a high-risk activity under this subsection; or (i) remove proprietary notices.

3.4 Usage limits. The Service is subject to fair-use and technical limits, including a daily limit on AI usage per Seat that resets at midnight local time. Desic Labs may set and adjust reasonable limits to protect, operate, or improve the Service. When a limit is reached, AI functions pause until the limit resets.

4. Customer's Autodesk License (Independent Requirement)

4.1 Independent license. Customer is solely responsible for procuring and maintaining its own valid license or subscription for the Autodesk Product and for complying with Autodesk's applicable terms. Desic Labs does not provide, sublicense, resell, or grant rights to Autodesk software and does not run automation on Customer's behalf; the Software operates only within Customer's own licensed Autodesk Product session.

4.2 Acceptable use and Customer content. Customer and its Authorized Users will comply with applicable law and an acceptable-use standard at least as restrictive as the Autodesk AUP. Customer is solely responsible for Customer Data and other content or data it submits, inputs, uploads, transmits, or makes available through the Service or an Autodesk Product, including its legality, accuracy, quality, integrity, and necessary rights and permissions.

4.3 Autodesk processing and privacy. To the extent Customer Data or other content is transmitted to or processed on Autodesk systems through Customer's use of an Autodesk Product or Autodesk developer offering, Customer acknowledges that Autodesk may access, use, host, transmit, disclose, and otherwise process that content as permitted by Autodesk's applicable terms and Privacy Statement. Customer is responsible for providing legally required notices and obtaining legally required consents for that processing.

4.4 Autodesk components. Any Autodesk developer offering, API, software, data, documentation, sample code, service, or other Autodesk component used with or made available through the Service is provided "AS IS" and "AS AVAILABLE." To the maximum extent permitted by law, Desic Labs disclaims all warranties concerning Autodesk components, including warranties of availability, accuracy, merchantability, fitness for a particular purpose, title, and non-infringement. Autodesk may modify, suspend, or discontinue its products, APIs, or terms, which may affect the Service.

4.5 Referential use and no affiliation. Desic Labs may accurately describe DESIC as "for use with Autodesk Civil 3D" or using similar referential wording. DESIC is an independent product and is not sponsored, endorsed, certified, approved, or powered by Autodesk, and no statement or use of Autodesk marks may imply affiliation, sponsorship, endorsement, or approval. Autodesk, AutoCAD, Civil 3D, and associated marks are trademarks or registered trademarks of Autodesk, Inc. in the United States and other countries. All Autodesk marks belong to Autodesk, Inc., and no rights in them are granted under this Agreement.

5. Third-Party AI; Notice Regarding Outputs

5.1 The Service uses the AI Provider to interpret Customer's instructions and determine automation actions to perform within the Autodesk Product. Desic Labs does not control the AI Provider's models or services, which may change, suspend, or discontinue. Customer's use of AI functionality is subject to this Agreement and applicable third-party terms and policies incorporated into it.

5.2 Notice regarding Outputs. Outputs, including factual assertions, suggested actions, sheet titles, numbering, and answers to engineering or CAD questions, may be false, inaccurate, incomplete, misleading, or outdated. Customer acknowledges, and will ensure that each Authorized User understands, that factual assertions in Outputs must not be relied upon without independently checking their accuracy, completeness, and suitability. Outputs are a drafting and automation aid, not engineering design, professional advice, review, or judgment. Customer and its qualified professionals remain solely responsible for human review, validation, design decisions, code and regulatory compliance, and the approval and sealing of all drawings and documents before reliance, submission, permitting, construction, or other professional use.

5.3 Customer and each Authorized User must comply with the Usage Policy when accessing or using the Service. Customer is responsible for its Authorized Users' acts and omissions and must not cause or permit Desic Labs to violate the Usage Policy or applicable AI Provider terms.

6. Customer Data; Privacy; Data Processing

6.1 What is transmitted. To provide the Service, the Software transmits to the Desic Service, which forwards relevant content to the AI Provider: (a) the text Authorized Users type in the chat window; (b) project information read from the open drawing needed to carry out instructions, such as drawing file names and folder paths, sheet numbers and titles, layout and saved-view names, reference-drawing file paths, alignment station ranges, and title-block project information, which may include client name, project name and number, and staff names; and (c) the record of automation actions taken. The AI Provider's responses are returned through the Desic Service to the Software. Customer instructs and authorizes Desic Labs and its subprocessors to process Customer Data as described in this Agreement and the Privacy Policy to provide, secure, support, and administer the Service.

6.2 What is not transmitted. The Software does not upload Customer's drawing files, drawing geometry, survey data, or design content. Autodesk credentials and license information are never transmitted to Desic Labs.

6.3 Local data. Conversation history, operation logs, project backups, and sign-in entitlements are stored on the Authorized User's computer or within Customer's project folders and are not ordinarily accessible to Desic Labs through the Service. Customer is responsible for securing, backing up, retaining, and lawfully processing data stored on its systems.

6.4 Retention by Desic Labs. Desic Labs does not intentionally retain the content of chat instructions, project information, or Outputs after processing a request, except for transient copies created in ordinary processing or as needed for security, support requested by Customer, legal compliance, or incident response. Desic Labs retains account information, including email address, billing identifiers, subscription status, and devices used, and usage metering data, including request counts, token counts, and timestamps, as reasonably necessary to provide and administer the Service, bill Customer, prevent fraud or abuse, resolve disputes, enforce agreements, and comply with law. Further details are provided in the Privacy Policy.

6.5 AI Provider. Customer Data transmitted to the AI Provider is processed under the AI Provider's applicable commercial API terms, data processing terms, and privacy and security practices. The current AI Provider's commercial terms state that it does not train models on content submitted through its commercial API. The AI Provider may retain inputs and outputs for a limited period under its own terms (currently up to 30 days, and longer where content is flagged for a policy review or retention is required by law). Desic Labs may replace the AI Provider or its terms may change, subject to the Privacy Policy and applicable law. Further details are provided in the Privacy Policy.

6.6 No model training by Desic Labs. Desic Labs does not use Customer Data to train artificial-intelligence models. Desic Labs may use deidentified and aggregated service telemetry as permitted by Section 7.2, but not to train artificial-intelligence models.

6.7 Subprocessors, privacy, and security. Desic Labs uses third-party providers for hosting, billing, email, AI processing, and related operations, as described in the Privacy Policy. Desic Labs will maintain reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Customer Data it processes. No security measure is infallible, and Desic Labs does not guarantee that unauthorized access, loss, or other security incidents will never occur. Customer will not submit regulated, specially protected, export-controlled, or other sensitive data unless the parties have expressly agreed in writing to applicable handling requirements. Each party will comply with applicable privacy and data-protection law for its own processing activities.

7. Intellectual Property

7.1 Ownership. As between the parties, Customer retains all right, title, and interest in Customer Data, including its drawings, sheet sets, project files, design content, project information, and related data. To the extent Desic Labs acquires any rights in Outputs, Desic Labs assigns those rights to Customer upon generation, subject to Customer's payment obligations and Desic Labs' rights in the Service and underlying materials. Customer grants Desic Labs and its subprocessors a worldwide, non-exclusive, limited-term license to host, copy, transmit, display, modify, and otherwise process Customer Data only as reasonably necessary to provide, secure, support, and administer the Service, comply with law, and exercise rights under this Agreement. Customer represents and warrants that it has all rights and permissions necessary for that processing. Desic Labs and its licensors retain all right, title, and interest in the Service, Software, Desic Service, documentation, designs, technology, methods, know-how, improvements, and related intellectual property, including all derivatives and modifications, excluding Customer Data.

7.2 Usage data. Desic Labs may collect and use service telemetry and usage statistics, such as feature use, request volumes, performance, and error information, to operate, secure, support, analyze, and improve the Service. Desic Labs will aggregate or deidentify such information before using it for analytics or business purposes unrelated to providing the Service and will not attempt to reidentify it except to test deidentification or as required by law.

7.3 Feedback. If Customer or an Authorized User provides suggestions, ideas, or feedback about the Service, Customer grants Desic Labs a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free license to use, reproduce, modify, distribute, commercialize, and otherwise exploit that feedback without restriction or obligation, provided Desic Labs does not identify Customer as its source without permission.

8. Subscription, Fees, and Payment

8.1 Monthly automatic renewal and recurring charges. Each Subscription is sold per Seat and billed monthly in advance at the price and currency disclosed at checkout, plus applicable taxes. Unless cancelled, each Subscription automatically renews for successive one-month periods, and Customer authorizes Desic Labs and its payment processor to charge Customer's payment method on file at the beginning of each renewal period for the then-current recurring price, taxes, and disclosed charges. Desic Labs may provide invoices or receipts electronically. Customer is responsible for maintaining complete and current billing and payment information.

8.2 Cancellation and refunds. Customer may cancel a Subscription at any time through the account portal. Cancellation stops future renewals and becomes effective at the end of the then-current paid period; access continues through that period, subject to this Agreement. Fees are non-cancellable and non-refundable after charge, and Desic Labs does not provide prorated refunds or credits for partial periods, unused Seats, or unused Service, except as required by applicable law. Deleting or ceasing use of the Service does not cancel a Subscription.

8.3 Price changes. Desic Labs may change Subscription prices by providing at least thirty (30) days' advance notice. A price change applies no earlier than the first renewal beginning after the notice period. If Customer does not agree, its remedy is to cancel before the changed price takes effect; this does not limit Customer’s right under Section 8.2 to cancel at any time. Desic Labs may offer different prices, promotions, or grandfathered rates to different customers or cohorts.

8.4 Failed payment. If a charge is declined, reversed, disputed, or otherwise unpaid, Desic Labs may retry the payment method, use lawful collection methods, and suspend or terminate access as described in Section 12. Customer remains responsible for unpaid amounts and reasonable collection costs to the extent permitted by law. Customer will not initiate a chargeback for a valid charge before contacting Desic Labs and allowing a reasonable opportunity to resolve the issue.

8.5 Taxes and legal compliance. Fees exclude sales, use, excise, value-added, and similar transaction taxes and governmental charges. Customer is responsible for those amounts, excluding taxes based on Desic Labs' net income, unless Desic Labs is legally required to collect them. Desic Labs will implement renewal notices, billing disclosures, cancellation methods, confirmations, and related practices as required by applicable law. If applicable law grants Customer a non-waivable cancellation, refund, or renewal right, that law controls to the extent of the conflict.

9. Warranty Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, SOFTWARE, OUTPUTS, DOCUMENTATION, AI PROVIDER SERVICES, AUTODESK COMPONENTS, AND ALL THIRD-PARTY SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. DESIC LABS DOES NOT WARRANT THAT THE SERVICE WILL BE SECURE, AVAILABLE, UNINTERRUPTED, ERROR-FREE, COMPATIBLE WITH ANY PARTICULAR SYSTEM OR AUTODESK PRODUCT VERSION, OR FREE OF HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED. DESIC LABS DOES NOT WARRANT THAT OUTPUTS WILL BE ACCURATE, COMPLETE, CURRENT, NON-INFRINGING, CODE-COMPLIANT, OR SUITABLE FOR USE IN PERMITTING OR CONSTRUCTION DOCUMENTS OR FOR ANY OTHER PROFESSIONAL RELIANCE. THE SERVICE AUTOMATES DRAFTING TASKS; IT DOES NOT PERFORM ENGINEERING DESIGN, REVIEW, OR PROFESSIONAL SERVICES. CUSTOMER AND ITS QUALIFIED PROFESSIONALS ARE SOLELY RESPONSIBLE FOR INDEPENDENTLY REVIEWING, VALIDATING, APPROVING, AND, WHERE APPLICABLE, SEALING ALL DRAWINGS, DOCUMENTS, AND OUTPUTS. DESIC LABS DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CUSTOMER MAY HAVE NON-WAIVABLE RIGHTS UNDER APPLICABLE LAW, IN WHICH CASE THIS SECTION APPLIES ONLY TO THE MAXIMUM EXTENT PERMITTED.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) IN NO EVENT WILL DESIC LABS OR ITS AFFILIATES, LICENSORS, SUPPLIERS, OR PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, USE, OR DATA, BUSINESS INTERRUPTION, COSTS OF SUBSTITUTE GOODS OR SERVICES, OR ERRORS OR OMISSIONS IN DRAWINGS, PROJECT FILES, OR OUTPUTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) THE AGGREGATE LIABILITY OF DESIC LABS AND THOSE PARTIES ARISING OUT OF OR RELATING TO THE SERVICE, THIS AGREEMENT, OR ANY RELATED ORDER, UNDER ANY THEORY OF LIABILITY, WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO DESIC LABS FOR THE AFFECTED SEATS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY. THESE LIMITATIONS APPLY TO THE MAXIMUM EXTENT PERMITTED REGARDLESS OF FAILURE OF ESSENTIAL PURPOSE AND ALLOCATE RISK BETWEEN THE PARTIES. THEY DO NOT LIMIT LIABILITY TO THE EXTENT A LIMITATION IS PROHIBITED BY APPLICABLE LAW, INCLUDING LIABILITY THAT CANNOT LAWFULLY BE LIMITED FOR FRAUD, WILLFUL MISCONDUCT, OR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE. DESIC LABS' PAYMENT OBLIGATIONS UNDER SECTION 11.1 REMAIN SUBJECT TO THE CAP IN THIS SECTION UNLESS APPLICABLE LAW PROHIBITS THAT LIMITATION.

11. Indemnification

11.1 By Desic Labs. Subject to Sections 10 and 11.3, Desic Labs will defend Customer against a third-party claim that the unmodified Software, as provided by Desic Labs and used as authorized under this Agreement, directly infringes a United States patent, copyright, or trademark, and will pay damages finally awarded against Customer or amounts Desic Labs agrees to in settlement. Desic Labs has no obligation to the extent a claim arises from Customer Data, Outputs, specifications or instructions provided by Customer, modification not made by Desic Labs, combination with items not provided by Desic Labs, use outside the authorized scope, continued use after notice to stop, or a third-party platform or service. Desic Labs may, at its option, procure continued use rights, modify or replace the affected item, or terminate the affected Service and refund prepaid fees for the unused portion of the then-current period. This Section states Desic Labs' entire obligation and Customer's exclusive remedy for intellectual-property infringement claims.

11.2 By Customer. Customer will defend, indemnify, and hold harmless Desic Labs, its affiliates, and their personnel, licensors, suppliers, and providers from and against third-party claims, demands, proceedings, damages, judgments, settlements, penalties, fines, losses, liabilities, costs, and reasonable attorneys' fees arising out of or relating to: (a) Customer Data or Desic Labs' authorized processing of it, including allegations that Customer Data infringes, misappropriates, or violates rights or law; (b) Customer's or an Authorized User's unlawful, prohibited, negligent, or unauthorized use of the Service; (c) breach of the Usage Policy, Autodesk AUP, AI Provider terms, Autodesk terms, or other third-party platform restrictions; (d) professional reliance on, use of, or failure to review Outputs, including their use in engineering, permitting, procurement, or construction documents, including sealed documents; (e) Customer's products, services, designs, drawings, project files, or relationships with its clients; or (f) Customer's breach of Sections 3, 4, 5, 6, or 7.

11.3 Process. The indemnified party will promptly notify the indemnifying party of a covered claim, provided delay relieves obligations only to the extent materially prejudiced. The indemnifying party will control the defense and settlement with counsel reasonably acceptable to the indemnified party. The indemnified party will provide reasonable cooperation at the indemnifying party's expense and may participate with its own counsel at its own expense. The indemnifying party may not settle a claim without the indemnified party's prior written consent if the settlement admits fault, imposes non-monetary obligations, restricts business activity, or does not provide a complete release; consent will not be unreasonably withheld for a settlement consisting solely of payment by the indemnifying party and a complete release. Desic Labs may assume control of a defense if Customer fails to defend a covered claim diligently, without limiting Customer's obligations.

12. Term, Suspension, and Termination

12.1 Term. This Agreement begins when Customer first accepts it and continues while Customer has an active Seat, renewing with each Subscription period unless terminated in accordance with this Agreement.

12.2 Lapse and nonpayment. When a cancellation becomes effective at the end of the paid period, a Subscription expires, or payment remains unpaid: (a) AI functions may cease immediately; (b) the Software's remaining functions cease no later than seven (7) days afterward, when the locally stored entitlement expires; and (c) the Software may display a notice with a link to renew. Renewal may restore access without reinstallation. Nothing in this Section shortens Customer's paid access period following a timely cancellation, except a suspension or termination for cause under Section 12.4.

12.3 Offline use. The Software may operate without an internet connection for up to seven (7) days after its entitlement was last renewed.

12.4 Suspension and termination for cause. Either party may terminate this Agreement for the other party's material breach that remains uncured thirty (30) days after written notice, or immediately if the breach is not curable. Desic Labs may immediately suspend or limit any Seat or the Service if Customer fails to pay, shares a Seat, circumvents an entitlement or usage limit, violates the Usage Policy or Autodesk AUP, creates a security or legal risk, threatens the Service or a third party, breaches third-party platform restrictions, or if suspension is required by law or a provider. Desic Labs will provide notice when reasonably practicable and will restore access after the basis is resolved, if appropriate.

12.5 Service discontinuation. Desic Labs may discontinue the Service or support for a module, integration, or Autodesk Product version on at least thirty (30) days' notice when reasonably practicable. If Desic Labs terminates a paid Subscription for convenience before the end of its paid period, Desic Labs will refund the prepaid fee for the unused portion of that period. The refund does not apply to termination or suspension for cause.

12.6 Effect. On termination or lapse, the license ends and Customer must stop using the Software and delete copies in its possession or control, except ordinary backup copies retained by automatic systems. Customer's drawings, sheet sets, project files, and DESIC's per-project memory folder are ordinary files on Customer's systems, remain Customer's property, and remain usable without the Software. Desic Labs will handle account and other retained data after termination as described in Section 6 and the Privacy Policy, including retention reasonably necessary for billing, security, dispute resolution, enforcement, or legal compliance. Accrued payment obligations and Sections 4.5, 5.2, 6, 7, 8.2, 9, 10, 11, 12.6, 13, 14, and 15 survive according to their nature.

13. Confidentiality

13.1 Definition. "Confidential Information" means non-public information disclosed by or on behalf of one party ("Discloser") to the other ("Recipient") that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Data is Customer's Confidential Information. The Software, non-public Service features, security information, technology, pricing, product plans, and roadmap are Desic Labs' Confidential Information. Confidential Information excludes information that Recipient can document: (a) is or becomes public through no breach; (b) was lawfully known without restriction before disclosure; (c) is received lawfully from a third party without confidentiality duty; or (d) is independently developed without use of Confidential Information.

13.2 Protection and permitted use. Recipient will use Discloser's Confidential Information only to exercise rights and perform obligations under this Agreement, protect it using at least reasonable care and no less than the care used for its own similar information, and disclose it only to personnel, professional advisers, contractors, and service providers who need to know it and are bound by confidentiality obligations at least as protective. Recipient is responsible for their compliance. If law or valid legal process requires disclosure, Recipient may disclose only the required portion and, if legally permitted, will give prompt notice and reasonable assistance so Discloser may seek protection. Recipient will return or destroy Confidential Information on request or termination when reasonably practicable, subject to routine backups and legal retention, with continuing protection. Unauthorized use or disclosure may cause irreparable harm for which monetary damages are inadequate, so Discloser may seek injunctive or equitable relief in addition to other remedies.

14. Governing Law and Dispute Resolution

14.1 Governing law and courts. This Agreement and any dispute arising out of or relating to it or the Service are governed by the laws of the State of Colorado, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Each party irrevocably submits to the exclusive jurisdiction and venue of the state and federal courts located in Colorado and waives objections based on inconvenient forum or improper venue. Either party may seek temporary or injunctive relief in any court of competent jurisdiction to protect intellectual property, Confidential Information, or Service security.

14.2 Jury trial waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE.

15. General Provisions

• Assignment. Customer may not assign or transfer this Agreement, by operation of law or otherwise, without Desic Labs' prior written consent. Desic Labs may assign this Agreement to an affiliate or in connection with a merger, reorganization, financing, acquisition, sale of equity or substantially all assets, or similar transaction. Any prohibited assignment is void. Subject to the foregoing, this Agreement binds and benefits the parties and their permitted successors and assigns.

• Changes to this Agreement. Desic Labs may update this Agreement by providing reasonable advance notice through the Service, account email, website, or other lawful means. Material changes will take effect on the date stated in the notice and will not retroactively reduce rights for a paid period unless required by law, security, or a third-party provider. Desic Labs will obtain renewed affirmative assent when required by applicable law. Otherwise, continued use after the effective date constitutes acceptance; if Customer does not agree, it must stop using the Service and cancel before the change takes effect.

• Entire agreement and order of precedence. This Agreement and any order or checkout terms accepted by Customer constitute the entire agreement concerning the Service and supersede prior or contemporaneous proposals, communications, and agreements on that subject. The Privacy Policy is referenced for informational purposes and describes Desic Labs’ data practices, but does not form part of this Agreement. If terms conflict, an order signed by both parties controls solely for its express subject matter, then this Agreement. A purchase order or similar Customer document is for administrative convenience only, and any additional or conflicting terms are void unless expressly accepted in a writing signed by Desic Labs.

• Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted, and the remaining provisions will remain in full force and effect.

• Notices. Desic Labs may provide operational, billing, renewal, legal, and other notices by email to Customer’s account address, through the Service, or by posting where this Agreement or the Service is made available, as permitted by law. Customer must provide legal notices to Desic Labs using the contact information designated in the Service or Privacy Policy. Notices are effective when sent or posted, unless applicable law requires otherwise.

• Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, labor disputes, war, terrorism, civil unrest, governmental action, utility or telecommunications failures, internet or cloud-service outages, cyberattacks, or failures of third-party platforms or providers, except that this provision does not excuse Customer’s payment obligations for amounts already due. The affected party will use reasonable efforts to mitigate the effects and resume performance.

• Waiver; remedies. A waiver is effective only if in writing and signed by the waiving party. A party’s failure or delay in exercising a right does not waive that right, and a single or partial exercise does not prevent any other exercise. Except where this Agreement states that a remedy is exclusive, remedies are cumulative.

• Independent contractors; no third-party beneficiaries. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary, employment, or franchise relationship, and neither party may bind the other. There are no third-party beneficiaries of this Agreement.

• Headings; interpretation. Headings are for convenience only. “Including” means “including without limitation,” and the words “or” and “and” will be interpreted as the context requires. This Agreement will not be construed against either party as drafter.

• Export controls. Customer will not access, use, export, re-export, or transfer the Service in violation of U.S. or other applicable export-control or economic-sanctions laws. Customer represents that it is not located in, ordinarily resident in, or organized under the laws of an embargoed jurisdiction and is not a prohibited or restricted party.