CIRCUIT LEAP TERMS OF SERVICE

1. Services

1.1 Services

The services may include all or some of the following, in each case to the extent described in an Order Form (as defined in Section 1.2 below).

1.1.1 Simulators

To the extent described in an Order Form, the Services include simulation programs that allow users to design, test, and validate electronic circuits. The simulators offer analysis and visualization capabilities for circuit behavior across analog, digital, and mixed-signal circuit types. The simulator Service provides interactive tools for circuit configuration, layout parasitic extraction, DC analysis, transient analysis, and other circuit analysis methods. The simulators are accessible through cloud-based and on-premises interfaces.

1.1.2 Generators

To the extent described in an Order Form, the Services allow users to create electronic circuit designs based on user specifications, and requirements. The Service uses artificial intelligence to produce circuit configurations to specified design criteria. Generated circuits can be used in the simulation tools referred to in Section 1.1.1 for testing and validation.

1.1.3 Deployment Engineer

We may provide professional services, to the extent described in an Order Form, which may include engineering support to facilitate implementation and integration of the Services within your environment. The deployment engineer provides technical assistance for platform onboarding, system setup, initial configuration, and assistance during the design phase. Services include customization and configuration of the platform, technical design consultation including best practices and optimization strategies, and training and knowledge transfer to your personnel.

1.1.4 PDK/Package Set Up

To the extent described in an Order Form, the Services include Process Design Kit (PDK) setup and/or package configuration services to integrate foundry-specific requirements and specifications into the CircuitLeap Services. Our PDK setup services involve the configuration of the CircuitLeap tools to follow foundry documentation and design rules as required by semiconductor foundries, integration of foundry or proprietary PDK libraries and models within the platform environment. The package setup includes customization and configuration of the CircuitLeap platform to meet your foundry or proprietary requirements and design workflows. The setup process includes configuration of design rules, device models, technology parameters, and verification of proper functionality across all platform components. All PDK/Package setup services are provided subject to foundry licensing requirements and documentation availability. Separate PDK or package set up services may be required for each foundry or proprietary process or technology node to be integrated into the Service.

1.1.5 Your Content

To perform the Services on the cloud version of the platform, you must upload or otherwise authorize us to access data about your electronic circuits, specifications and designs via mutually agreed methods. As used in these Terms, the term "Content" means the electronic circuits, specifications and designs that you upload to the Services, the specifications and designs that are specific to your criteria that you receive from the Services, and any reports or information about your simulations that you receive from the Services. Your Content includes Input and Output (as defined below). Data generated by the Services regarding your use and operation of the Services and metadata about your Content is "Usage Data" and is not Content. We reserve the right to update, modify, change, terminate, or suspend the Services, or any feature or functionality of the Services, in our sole discretion.

1.1.6 On-Premise and Cloud Delivery

The Services may be delivered via cloud-based platform or on-premise installation as specified in the applicable Order Form. Cloud delivery provides access to the Services through our hosted platform environment, while on-premise installation deploys the software within your own infrastructure and computing environment. The deployment method, technical requirements, system specifications, and support arrangements will be detailed in the Order Form.

1.1.7 Your Account

To access and use the cloud-based version of the Services, you must create and maintain one or several accounts. You are solely responsible for maintaining the confidentiality and security of your account credentials, including usernames, passwords, access keys, and any other authentication information. You are responsible and liable for all activities that occur under your account, including all actions taken by your authorized users, employees, contractors, agents, or other personnel who access the Services through your account. You must promptly require CircuitLeap to disable or remove access for any users who no longer require access to the Services. We may suspend or terminate your account and access to the Services immediately if we determine, in our sole discretion, that you or any of your users have violated these Terms or engaged in conduct that could harm us, other users, or third parties. We are not liable for any consequences of such suspension or termination and you will not receive a refund for any periods of suspension.

1.2 Order Form

We will provide the services described in these Terms ("Services") and in each executed order form executed between us (collectively, the "Order Form") that refers to these Terms. Each Order Form will state the term of the Service ("Subscription Term"), the fees, payment terms and any usage limitations applicable to the Services. Any additional Services that you purchase will renew with the then current Subscription Term unless otherwise described in an Order Form.

1.3 Support

We will provide technical support for the Services through our Support Assistant, our artificial intelligence assistant, or via email or telephone, in each case in accordance with our then-current support policies, which may include the use of AI Tools. Support includes: (a) responding to support requests submitted through designated support channels; and (b) providing bug fixes and error corrections from time to time (as offered to all customers of the Service generally). Support does not include: (i) issues caused by your environment(s), configurations, access controls, or any issues arising from on-premise installations (other than software bug fixes or error corrections provided to customers generally), or any issues that arise from changes in foundry processes; (ii) problems arising from third-party software, APIs or services not provided by us; (iii) issues arising from your violation of these Terms; or (iv) connectivity, Internet, network, latency or other similar issues arising from systems outside of our control. We will use commercially reasonable efforts to ensure that the cloud-based version of the Services is available an average of 99% per calendar month, excluding scheduled maintenance periods, force majeure events, downtime caused by any third party software, system or equipment that is outside of our control, your users, or your equipment or software.

2. License to Use Services; License to Content

2.1 Our Intellectual Property

We own all right, title and interest in and to the Services (including the technology, APIs, AI Tools, algorithms, usage data, features, functionality, methods, processes, training content, documentation, the design, selection, and arrangement of the Services, the trade secrets comprising the Services, and other materials comprising, making up or tangential to the Services and any feedback you provide to us related to the Services) and Usage Data. Subject to these Terms and during the Term, we grant you and your authorized users the limited, non-exclusive, non-transferable, non-sublicensable, revocable, worldwide, right and license to (i) access and use the cloud-based Services for your internal business purposes; or (ii) download, install and use the on-premise version of the Services in one operating environment solely for your internal business purposes and solely in accordance with the technical specifications and documentation for the Services, and, in each case, in accordance with any limitations set forth in the applicable Order Form.

2.2 Your Intellectual Property

You own all right, title and interest in and to your Content. Subject to these Terms, you grant us the limited, revocable, worldwide, right and license to copy, translate, transmit, distribute, publish, display and create derivatives of your Content to provide the Services and as otherwise described in these Terms. While we own Usage Data, we agree that we will not distribute Usage Data to any third party (other than our service providers or where required by applicable law) unless such Usage Data is aggregated and anonymized.

3. AI Tools

3.1 AI Tools

The Services utilize certain artificial intelligence and deep learning platforms, algorithms, tools and models ("AI Tools"), including to assess your Content, provide design specifications. Our AI Tools are not designed to process personally identifiable information. You may provide input to the Services ("Input") and receive output from the Services based on the Input ("Output"). Input and Output are considered "Content." You are responsible for Content, including ensuring that it does not violate any applicable law or these Terms. You may authorize us to use Content to provide support, maintain, develop, and to a limited extent, to improve our Services (as described in this Section), comply with applicable law, enforce our terms and policies, and keep our Services safe. We restrict our third party AI Tools providers from using any Input or Output to train their AI models, and we do not use Content to train our AI Tools. However we may retain Content in order to improve our Services. We also may use artificial intelligence tools to provide support, for security purposes, or for other internal business administration purposes.

3.2 AI Disclaimer

Artificial intelligence and machine learning are rapidly evolving fields of study, and, given the probabilistic nature of machine learning, use of our Services may, in some situations, result in Output that is not accurate. When you use our Services you understand and agree: (a) Output may not always be accurate; (b) you must evaluate Output for accuracy and appropriateness for your use case before using or sharing Output from the Services; (c) you must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them; and (d) our Services may provide incomplete, incorrect Output.

3.3 AI Models

We may allow you to choose for the cloud-based or on-prem version of the Services to utilize OpenAI's, Anthopic's or another third party AI model application programming interfaces (APIs) and models as a third-party AI service providers ("Third Party AI Provider"). In that case, to deliver certain AI-powered features of the Services, your Content may be transmitted to and processed by the Third Party AI Provider through their API. OpenAI's processing of such data is subject to the Third Party AI Provider terms of service and data usage policies. We maintain contractual restrictions with the Third Party AI Provider that prohibit them from using your Content transmitted through their API to train, retrain, or improve their AI models. By using the Services, you acknowledge and consent to this transmission of Content to the Third Party AI Provider for processing. We implement appropriate technical and contractual safeguards to protect Content transmitted to the Third Party AI Provider, including data processing agreements and security requirements consistent with industry standards.

3.4 Third party Services

Our Services are designed to integrate with your third party software, products, or services ("Third Party Services"). Third Party Services are subject to their own terms, and we are not responsible for your use of the Third Party Services or their security or availability. You are responsible for maintaining access to the Third Party Services and provisioning our access to the Third Party Services.

3.5 Restrictions and Prohibitions

You agree that you will not, and will not permit any third party to: (a) use the Services to develop a similar or competing product or service; (b) reverse engineer, decompile, disassemble, decode, decrypt, re-engineer, reverse assemble, reverse compile, or otherwise translate, create, or attempt to recreate or replicate the methodology, the source code, or trade secrets in the Services or its structural framework (in whole or in part), or perform any process intended to determine the methodology, source code, or trade secrets comprising, embedded in or otherwise making up the Services; (c) modify or create derivative works of the Services or any element of the Services; (d) copy, rent, lease, distribute, assign (except as authorized under these Terms), or otherwise transfer rights to the Services or any part thereof, for the benefit of a third party, or remove any proprietary notices or labels from the Services or any part thereof; (e) use the Services to perform or publish benchmarks or performance information about the Service; (f) provide access to or sublicense the Services to a third party except as authorized pursuant to these Terms; (g) transmit, or allow any Third Party Service to transmit to the Services any data that is subject to Payment Card Industry Security Standards, that is export-controlled or ITAR restricted, any health data, financial data, personally identifiable information, or other sensitive data; (h) use the Services in a manner that (i) violates applicable laws, rules, or regulations, including by generating designs for illegal or harmful devices; (ii) negatively affects the availability, security, or performance of the Services; or (iii) in excess of the scope of the usage or licensing caps or restrictions; (i) circumvent or attempt to circumvent any technological protection measures intended to restrict access to or use of any portion of the Services, or scan or test the vulnerability of our systems or networks without our consent; (j) use the Services for any purpose that is illegal or that advocates or incites illegal activity; (k) access or use the Services to develop a machine learning or artificial intelligence product or service, or for any purpose that is to our commercial disadvantage; (l) mirror or frame the Services or any individual element within the Services; (m) interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services; (n) attempt to extract training data or reverse engineer the AI models, or otherwise perform systematic extraction of generated designs, or attempt to build competing datasets; and (o) submit to or use the Service to transmit any malicious code or similar malicious element to the Services. We reserve the right to, but are not obligated to, monitor the Services, to investigate and enforce compliance with these Terms, in order to comply with applicable law or other legal requirements, enforce our rights or the rights of any user, and to ensure the security, availability, confidentiality, or integrity of the Services. We reserve the right to, but are not obligated to, remove or disable access to any Content, at any time, with or without notice. In addition, you are prohibited from sharing or redistributing PDK materials beyond the scope authorized by the applicable foundry.

3.6 Trial Services

If a trial period is indicated on an Order Form, we will provide you with a limited trial of our Services. DURING THE TRIAL PERIOD, THE TRIAL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. WE OFFER NO REPRESENTATIONS, WARRANTIES OR INDEMNITIES with respect to any TRIAL SERVICES.

4. Privacy Law Compliance

4.1 Data Security

We will implement a comprehensive written information security plan that is designed to protect your Content from reasonably anticipated risks, including (a) access control measures; (b) data handling policies and procedures; (c) device security measures; and (d) network security measures.

4.2 Privacy

You understand and agree that our Services are not designed to collect, process or store personally identifiable information ("PII"). We may collect a limited amount of PII such as log activity, to provide support to your authorized users, and for our own billing and administrative purposes. For purposes of applicable privacy laws, we are a "controller" or "business" with respect to the PII that we collect for our own support, billing and administrative purposes. We use the PII that we collect to provide, support, secure, and improve our Services. We do not share your PII with third parties except as necessary for us to provide, support and administer the platform. We do not sell PII. We process PII in accordance with applicable laws and regulations.

5. Fees and Payment

5.1 Engagement

You will pay the fees for the Services as described in each executed Order Form ("Fees") and in accordance with the payment terms in the Order Form. Fees for each Subscription Term are invoiced in full upon the commencement of the Subscription Term unless otherwise indicated in the Order Form. Unless otherwise stated in an Order Form, invoices are due within 30 days of the date of the invoice. Fees are non-refundable and noncancelable except where you terminate for our material breach in accordance with Section 4.2.

5.2 Payment Terms; Taxes

If you dispute any invoice, you must notify us within 30 days of the date of invoice. Invoices not disputed within 30 days of the date of invoice will be deemed accepted. We may charge interest on any unpaid amounts at the greater of 1.5% per month or the maximum amount allowed by law. In the event you fail to pay invoiced amounts when due, we may suspend access to the Services, or terminate your access in accordance with Section 4. The Fees are exclusive of taxes and similar assessments. You are responsible for all sales, service, use and excise taxes, utility user's fees, VAT, taxes assessed on the use of software, or any other similar taxes, duties, and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable hereunder, other than any taxes imposed on our income.

6. Term and Termination

6.1 Subscription Term

These Terms go into effect on the date the Subscription Term begins (as set forth in the Order Form) and ends on the date set forth in the Order Form. Each Order Form will automatically renew for success periods of the same length as the period set forth in the Order Form unless terminated at least 30 days prior to any renewal.

6.2 Termination

Either party may terminate these Terms (and any or all Order Forms) immediately if the other party is in material breach of these terms and has not cured such breach within 30 days' notice thereof from the non-breaching party. We reserve the right to suspend access to your account (or any user's account) with or without notice to you if you (or any of your users) are in violation of Section 1.7.

6.3 Effect of Termination

Upon termination, (a) your right to access and use the Services terminates; (b) each party will return or destroy the other party's Confidential Information, unless it is required to retain such information by applicable law or otherwise permitted to retain pursuant to the terms of this Agreement; (c) if you have purchased the on-premise instance of the Services, you will immediately delete the on-premise version of the software and any copies of the same; (d) you will delete any CircuitLeap presentation materials and/or recorded phone calls/video calls; (e) the following sections will survive termination Section 4 "Term and Termination," Section 5, "Confidentiality," "Section 6.3 "Disclaimer of Warranty," Section 7 "Indemnity," Section 8 "Limitation of Liability," and Section 9 "Miscellaneous,".

7. Confidentiality

7.1 Confidential Information

"Confidential Information" means (a) the non-public information of either party, including but not limited to information relating to either party's product plans, present or future developments, customers, designs, costs, prices, finances, marketing plans, business opportunities, software, software manuals, personnel, research, development, or know-how; and (b) any information designated by either party as "confidential" or "proprietary" or which, under the circumstances, would reasonably be deemed to be confidential. "Confidential Information" does not include information that: (i) is in, or enters, the public domain without breach of this Section 5; (ii) the receiving party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; (iii) the receiving party knew prior to receiving such information from the disclosing party, as evidenced the receiving party's records; or (iv) the receiving party developed independently without reference to the Confidential Information.

7.2 Obligations with Respect to Confidential Information

Each party agrees: (a) that it will not disclose to any third party, or use for the benefit of any third party, any Confidential Information disclosed to it by the other party except as expressly permitted by these Terms; and (b) that it will use reasonable measures to maintain the confidentiality of Confidential Information of the other party in its possession or control but no less than the measures it uses to protect its own confidential information. Either party may disclose Confidential Information of the other party: (i) pursuant to the order or requirement of a court, administrative or regulatory agency, or other governmental body, provided that the receiving party, if feasible and legally permitted to do so, gives reasonable notice to the disclosing party to allow the disclosing party to contest such order or requirement; or (ii) to the parties' agents, representatives, subcontractors or service providers who have a need to know such information provided that such party shall be under obligations of confidentiality at least as restrictive as those contained in this Section 5 ("Agents"). A party shall remain fully liable under these Terms for any breach of this Section 5 by its Agents. Each party will promptly notify the other party in writing upon becoming aware of any unauthorized use or disclosure of the other party's Confidential Information. A party may retain Confidential Information

7.3 Remedies

Each party acknowledges and agrees that a breach of the obligations of this Section 5 by the other party may result in irreparable injury to the disclosing party for which there may be no adequate remedy at law, and the disclosing party will be entitled to seek equitable relief, including injunction and specific performance, in the event of any breach or threatened breach or intended breach by the recipient of Confidential Information.

7.4 Feedback

Nothing in these Terms will restrict our right to make use of any suggestion or idea for improving or otherwise modifying our products or services ("Feedback"). If you choose to provide Feedback to us, upon the provision of Feedback, you assign all right, title and interest in and to that Feedback to us, and we will own all right, title and interest in and to the Feedback.

8. Representations and Warranties

8.1 Mutual Representations and Warranties

Each party represents and warrants that (a) it has the right and authority to enter into these Terms and that the performance of its obligations under these Terms will not breach, or conflict with, any other agreement to which it is a party; and (b) it will comply in all material respects with the laws and regulations applicable to the operation of such party's business.

8.2 Our Representations and Warranties

We represent and warrant that we will use commercially reasonable efforts to provide the Services in accordance with generally accepted industry standards.

8.3 Disclaimer of Warranty

THE SERVICES, ANY PROFESSIONAL SERVICES, OR OTHER INFORMATION OR MATERIALS OBTAINED THROUGH OR IN CONNECTION WITH THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER WE NOR ANY OF OUR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE SERVICES. WE DO NOT REPRESENT THAT THE SERVICES WILL BE AVAILABLE, ACCURATE, COMPLETE, SECURE, RELIABLE, ERROR-FREE, UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS. WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER HARMFUL MATERIAL.

THE SERVICES incorporate AI TOOLS that operate based on statistical models and pattern recognition. AI outputs are probabilistic in nature and may contain errors, inaccuracies, or biases. WE MAKE no representations or warranties regarding the accuracy, completeness, reliability, or suitability of AI-generated content. YOU ARE solely responsible for: (i) reviewing and verifying all AI-generated content before use; (ii) ensuring compliance with applicable laws and professional standards; (iii) maintaining appropriate human oversight of AI-assisted processes; and (iv) making independent judgments regarding the appropriateness of AI recommendations.

WE ARE NOT LIABLE FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, OR OTHER HARM, INCLUDING WITHOUT LIMITATION, ANY REGULATORY VIOLATIONS, PRODUCT RECALLS, COMPLIANCE FAILURES, OR DOWNSTREAM PRODUCT LIABILITY CLAIMS CAUSED BY PRODUCTS INCORPORATING DESIGNS GENERATED BY THE SERVICES. AI-GENERATED DESIGNS REQUIRE ADDITIONAL SCRUTINY AND INDEPENDENT VALIDATION BEFORE ANY MANUFACTURING OR PRODUCTION USE.

8.4 Remedies

In the event of a breach of Section 6.2, we will use commercially reasonable efforts to provide you with an error correction or work-around that corrects the reported non-conformity. In the event that we are unable to provide an error correction or work-around that corrects the reported non-conformity, you may terminate the applicable Service and be entitled to a pro-rata refund of any prepaid Fees for the duration of time between the termination date of such Service and the end of the applicable Subscription Term. The foregoing remedy is your sole and exclusive remedy for a breach of Section 6.2.

9. Indemnity

9.1 Your Indemnity

You will defend and indemnify us, and our officers, directors, employees, and agents, from and against all third-party claims, losses, damages, liabilities, demands, and expenses (including fines, penalties, and reasonable attorneys' fees), arising from or related to (a) Content; (b) our processing or use of Content in accordance with these Terms; or (c) your violation of these Terms or of applicable laws, rules, and regulations. We will provide you with prompt written notice upon becoming aware of any such claim; provided that, you will not be relieved of its obligation for indemnification if we fail to provide such notice unless you are actually prejudiced in defending a claim due to such failure. We will allow you sole and exclusive control over the defense and settlement of any such claim, and if you request our assistance, we will reasonably cooperate in your defense of such claim at your expense.

9.2 Our Indemnity

We will defend and indemnify you, and your officers, directors, employees, and agents, from and against all losses, damages, liabilities, demands, and expenses (including fines, penalties, and reasonable attorneys' fees) arising from or related to a third-party claim that our proprietary software making up the Services ("Software") infringes upon any existing patent, copyright, or trademark. You will provide us with prompt written notice upon becoming aware of any such claim; provided that, we will not be relieved of our obligation for indemnification if you fail to provide such notice unless you are actually prejudiced in defending a claim due to such failure. You will allow us sole and exclusive control over the defense and settlement of any such claim, and if we request your assistance, you will reasonably cooperate with us in our defense of such claim at your expense. We will have no obligation to indemnify you for (a) any modifications to the Software not made by us; (b) the combination of the Software with any third party materials not contemplated by the documentation for the Software; (c) any Software customized to your specifications; (d) any use of the Software in violation of these Terms or in a manner not contemplated by the documentation; (e) any open source software components of the Software; (f) the Content; or (g) any gross negligence or willful misconduct on the part of you or your authorized users.

10. Limitation of Liability

IN NO EVENT WILL WE LIABLE TO YOU, OR TO ANY THIRD PARTY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE SERVICES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER THE PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY TO YOU EXCEED THE TOTAL FEES ACTUALLY RECEIVED BY US FROM YOU FOR THE APPLICABLE SERVICES IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE INCIDENT FROM WHICH THE DAMAGES AROSE. THE LIMITATION OF LIABILITY SET FORTH ABOVE IS CUMULATIVE; ALL PAYMENTS MADE FOR ALL CLAIMS AND DAMAGES WILL BE AGGREGATED TO DETERMINE IF THE LIMIT HAS BEEN REACHED.

11. Miscellaneous

11.1 Export Control

You represent, warrant, and covenant that you will comply with all applicable export control laws and regulations in your use of the Services, including in your submission of Content to the Services. You will not use the Services to design, develop, manufacture, or export any controlled technology, technical data, or circuit designs without obtaining all required export licenses, authorizations, or approvals from the appropriate governmental authorities. You will not provide access to the Services or export any technical data, circuit designs, specifications, or other Content generated through the Services to any person, entity, or country that is subject to export restrictions, economic sanctions, or other prohibitions under applicable law. You will not allow any restricted party to access or use the Services, directly or indirectly. You will not upload, input, or otherwise provide to the Services any export-controlled technical data, ITAR-restricted designs, classified information, or other controlled technology without proper authorization. You acknowledge that the Services are not designed or authorized for use with controlled technology requiring export licenses or special handling procedures. You are solely responsible for determining the export classification of your circuit designs, technical data, and Content, and for ensuring that any use of the Services complies with such classification and applicable export control requirements. You will conduct appropriate export control screening and due diligence before using the Services. We reserve the right to suspend or terminate your access to the Services immediately if we reasonably believe that your use of the Services violates or may violate any export control laws or regulations, or if we are required to do so by applicable law or governmental authority. You will defend, indemnify, and hold us harmless from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to your violation of any export control laws or regulations in connection with your use of the Services. This Section 9.1 will survive any termination or expiration of these Terms.

11.2 Severability; Waiver

If for any reason a court of competent jurisdiction finds any provision or portion of these Terms to be unenforceable, that provision of these Terms will be enforced to the maximum extent permissible so as to reflect the intent of the parties, and the remainder of these Terms will continue in full force and effect. Failure of either party to insist on strict performance of any provision herein will not be deemed a waiver of any rights or remedies that either party will have and will not be deemed a waiver of any subsequent default of the terms and conditions thereof.

11.3 Entire Agreement

These Terms are the entire agreement between the parties with respect to its subject matter, and supersedes any prior or contemporaneous agreements, negotiations, and communications, whether written or oral, regarding such subject matter. The parties agree that electronic signatures, whether digital or encrypted, or Client's click-through acceptance of these Terms, give rise to a valid and enforceable agreement.

11.4 Modifications

We may revise and update these Terms from time to time in our sole discretion. We may revise these Terms by posting revised terms to our website, or by providing you with email notice. Your continued use of the Services following the posting of these revised Terms means that you accept and agree to the changes.

11.5 Choice of Law; Dispute Resolution

These Terms will be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict/choice of law principles. This Section shall survive the termination of these Terms. Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Services shall be instituted exclusively in the federal or state courts located in the State of Delaware, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms in your country of residence or any other relevant country.

11.6 Assignment

Neither party may assign these Terms, in whole or in part, without the other party's prior written consent, except that either party may assign these Terms without the other's consent in the case of a merger, reorganization, acquisition, consolidation, or sale of all, or substantially all, of its assets. Any attempt to assign these Terms other than as permitted herein will be null and void. These Terms will inure to the benefit of, and bind, the parties' respective successors and permitted assigns.

11.7 Force Majeure

A failure of party to perform, or an omission by a party in its performance of, any obligation of these Terms will not be a breach of these Terms, nor will it create any liability, if such failure or omission arises from any cause or causes beyond the reasonable control of the parties, including, but not limited to the following (each a "Force Majeure Event"): (a) acts or omissions of any governmental entity; (b) any rules, regulations or orders issued by any governmental authority or any officer, department, agency or instrumentality thereof; (c) fire, storm, flood, earthquake, accident, war, rebellion, insurrection, riot, third party strikes, third party lockouts and pandemics; or (d) utility or telecommunication failures; so long as such party provides prompt notice of the Force Majeure Event, uses reasonable efforts to mitigate the impact of the Force Majeure Event, and uses reasonable efforts to resume performance after any such Force Majeure Event. A Force Majeure Event will not relieve your obligation to pay Fees. This Section shall survive the termination of these Terms.

11.8 Relationship of the Parties

The parties are independent contractors as to each other, and neither party will have the power or authority to assume or create any obligation or responsibility on behalf of the other. These Terms will not be construed to create or imply any partnership, agency, or joint venture.

11.9 Notices

Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

11.10 Limitations Period

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.