Terms of Service

1. Agreement to Terms

These Terms of Service (the "Terms") are a legally binding agreement between you, on behalf of yourself and any organization on whose behalf you access or use the Services ("you", "your", or "Customer"), and ProDex Labs, Inc., a Delaware corporation with its principal place of business in New York, New York ("ProDex Labs", "ProDex", "we", "us", or "our"). They govern your access to and use of the prodexlabs.com website, the ProDex AI-Native Discrete Event Simulation Studio platform, related APIs and SDKs, and any other product, content, or service we provide (collectively, the "Services").

By accessing or using the Services, you represent that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and our Acceptable Use Policy. If you do not agree, you must not access or use the Services.

If you are accessing the Services on behalf of an organization (a "Customer Organization"), you represent and warrant that you have authority to bind that organization to these Terms, and "you" refers to that organization. Where ProDex Labs and a Customer Organization have entered into a separate written Master Subscription Agreement ("MSA"), Order Form, or Data Processing Addendum ("DPA") covering the Services, those agreements control over these Terms in the event of a conflict, solely as between ProDex Labs and that Customer Organization.

We may update these Terms from time to time. When we make material changes, we will provide reasonable advance notice through the Services, by email to the customer-administrator contact, or by other reasonable means. The "Last Updated" date at the top of these Terms reflects the most recent revision. Your continued use of the Services after the effective date of a revision constitutes acceptance of the revised Terms.

The Services are designed for business and professional use and are not intended for individuals under the age of 18. By using the Services, you represent that you are at least 18 years old.

2. The Services

The ProDex AI-Native Discrete Event Simulation Studio is a multi-tenant Software-as-a-Service platform delivered over the public internet that allows authorized users at Customer Organizations to ingest manufacturing operational data, build and refine simulation models with the assistance of an AI agent, run deterministic and stochastic simulations, and generate constraint-aware production plans, schedules, and what-if analyses. The specific Services made available to you, the applicable subscription tier, the included features, the user limits, and the term are described in the Order Form or other written purchase document executed between ProDex Labs and your Customer Organization.

We may add, modify, or remove features of the Services from time to time. We will not materially diminish the core functionality of a paid Service during a paid term except as required by law, to address a security risk, or as otherwise contemplated in the applicable Order Form or MSA.

3. Account Registration and Security

To access most features of the Services you must have a user account. Accounts are typically provisioned to authorized users of a Customer Organization by an administrator of that organization, and authentication is performed via the Customer Organization's identity provider (Single Sign-On / SAML / OIDC) where supported. You agree to provide accurate, current, and complete information during registration and to keep that information updated.

You are responsible for maintaining the confidentiality of your authentication credentials and for all activity that occurs under your account, including activity by any person you authorize to use the account. You agree to notify ProDex Labs promptly at security@prodexlabs.com of any unauthorized access or use of your account or any other suspected breach of security. ProDex Labs is not liable for any loss or damage arising from your failure to comply with this Section.

Customer Organizations are responsible for the supervision, management, and control of the Services by their authorized users, including provisioning, periodic review, and de-provisioning of user accounts within their tenant.

4. Subscriptions, Fees, and Payment

Access to the paid Services is provided on a subscription basis. Subscription terms, fees, billing frequency, and renewal mechanics are set out in the applicable Order Form. Unless an Order Form provides otherwise:

• Subscriptions are billed in advance for the agreed subscription term and renew automatically for successive terms of equal length unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

• All fees are stated and payable in U.S. dollars and are non-refundable except as expressly provided in these Terms or the applicable Order Form.

• Fees are exclusive of taxes; you are responsible for all applicable sales, use, value-added, and similar taxes other than taxes based on ProDex Labs's net income.

• Invoices are due net thirty (30) days from the invoice date. Past-due amounts accrue interest at the lesser of 1.0% per month or the maximum rate permitted by law.

We may suspend the Services on reasonable notice if your account is materially past due. We may change subscription fees on renewal by providing notice no later than thirty (30) days before the end of the then-current term.

Self-service purchases. Where a Customer purchases the Services through an online checkout flow rather than an executed Order Form, the Customer authorizes ProDex Labs (and its payment processor) to charge the chosen payment method on a recurring basis until the subscription is canceled in accordance with Section 5. The Customer agrees to keep payment information current and accurate.

5. Cancellation and Suspension

You may cancel a self-service subscription at any time through the account settings within the Services or by contacting support@prodexlabs.com. Cancellation takes effect at the end of the then-current paid billing period; you will retain access to paid features through that date. Cancellation of an Order Form-based subscription is governed by the Order Form and the MSA.

We may suspend or terminate your access to the Services, in whole or in part, immediately and without prior notice if (i) you materially breach these Terms, the Acceptable Use Policy, or an applicable Order Form, (ii) we are required to do so by law or by a request from a competent governmental authority, (iii) your use of the Services poses a security or operational risk to the Services or to other customers, or (iv) your account is materially past due and remains so after notice and a reasonable cure period.

6. Acceptable Use and Prohibited Activities

Your use of the Services is subject to our Acceptable Use Policy ("AUP"), which is incorporated by reference. Without limiting the AUP, you agree not to, and not to permit any person to:

• Use the Services for any unlawful, deceptive, or harmful purpose, or in violation of any applicable law or regulation, including export-control, sanctions, anti-corruption, and anti-money-laundering laws.

• Upload, transmit, or store malicious code, viruses, ransomware, or other harmful software through the Services.

• Interfere with, disrupt, or impose an unreasonable load on the Services, the underlying infrastructure, or other customers' use of the Services.

• Attempt to gain unauthorized access to the Services, other customers' tenants, or any system, account, or data that you are not authorized to access; circumvent, disable, or otherwise interfere with security or access-control features of the Services.

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, file formats, or non-public APIs of the Services, except to the extent applicable law expressly permits despite this limitation.

• Use the Services to build, train, or improve a competing product or service, or to benchmark the Services against a competitor for the purpose of public disclosure, in each case without our prior written consent.

• Resell, sublicense, lease, time-share, or otherwise make the Services available to any third party other than authorized users within your Customer Organization.

• Remove, alter, or obscure any copyright, trademark, or other proprietary-rights notice on or in the Services or any output thereof.

• Submit through the Services any data that you do not have the lawful right to submit, including data that infringes the intellectual property or privacy rights of any third party, or data subject to legal or contractual handling restrictions you have not communicated to ProDex Labs in advance.

• Use the Services to process regulated personal data (including, without limitation, protected health information governed by HIPAA, payment card data governed by PCI DSS, or financial-account data governed by GLBA) unless and until you and ProDex Labs have entered into a written agreement that expressly addresses such use.

• Use any automated means (including scrapers, robots, or agents) to access the Services in a manner inconsistent with the API rate limits in Section 8 or with the documented intended use of the Services.

7. Customer Data, Models, and AI-Assisted Output

7.1 Customer Data

"Customer Data" means the manufacturing operational data, simulation models, plans, schedules, scenarios, files, and other content that you or your authorized users submit to or generate within the Services, including data ingested from your ERP, MES, WMS, IoT, or analytics systems. As between you and ProDex Labs, you retain all right, title, and interest in and to Customer Data, including all intellectual property rights therein. You grant ProDex Labs a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, process, and otherwise use Customer Data solely as necessary to provide, secure, and improve the Services for you and to comply with our legal obligations. We will treat Customer Data as confidential and handle it in accordance with our DPA (where applicable), the Privacy Policy, and our information-security program.

You are responsible for the accuracy, quality, legality, and appropriateness of Customer Data and for obtaining all rights, consents, and authorizations necessary for ProDex Labs to process Customer Data in connection with the Services.

7.2 AI-Assisted Output

The Services include AI-assisted features that generate simulation models, plans, schedules, code, and other output ("AI Output") in response to prompts and Customer Data submitted by you. AI Output is generated by large-language-model technology and constraint-aware optimization routines. You acknowledge that AI Output may be inaccurate, incomplete, or unsuitable for your purposes; that similar or identical output may be generated for other customers from similar inputs; and that AI Output is not a substitute for professional judgment, qualified human review, or compliance with safety-critical engineering practices in your manufacturing operations. You are solely responsible for evaluating the suitability of AI Output for your intended use, including for any production decisions made on the basis of AI Output. ProDex Labs makes no representation or warranty that AI Output is fit for any particular purpose or compliant with any specific regulation or standard.

7.3 Service Data and Aggregated Statistics

We may collect and use service-operations data and aggregated, de-identified statistics derived from your use of the Services to operate, secure, monitor, and improve the Services and to develop new features. We will not publish any such statistics in a form that identifies you or your Customer Organization without your prior written consent.

8. API Usage and Rate Limits

Where ProDex Labs makes APIs or SDKs available, your use of them is subject to the documentation, rate limits, and usage restrictions associated with your subscription tier. You agree not to circumvent rate limits, to make excessive requests that adversely affect Service availability, or to use APIs or SDKs other than for the documented purposes. We may impose, modify, or enforce rate limits and other technical restrictions in our reasonable discretion to protect the stability of the Services, and we may temporarily throttle or suspend access that exceeds applicable limits.

9. Intellectual Property

The Services, including all software, models, algorithms, user interfaces, designs, documentation, and other content provided by ProDex Labs (excluding Customer Data and AI Output insofar as it incorporates Customer Data), and all intellectual property rights therein, are and remain the sole property of ProDex Labs and its licensors. Subject to your compliance with these Terms and the timely payment of applicable fees, ProDex Labs grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the subscription term to access and use the Services for your internal business purposes through your authorized users. All rights not expressly granted are reserved.

"ProDex", "ProDex Labs", the ProDex Labs logo, and other product names and logos used in the Services are trademarks or registered trademarks of ProDex Labs. You may not use them without our prior written consent.

10. Feedback

If you choose to provide ideas, suggestions, comments, or other feedback regarding the Services ("Feedback"), you grant ProDex Labs a perpetual, irrevocable, worldwide, royalty-free, sublicensable, transferable license to use, reproduce, modify, and incorporate the Feedback into the Services and into any other ProDex Labs product or service, without obligation or compensation to you. We are not required to use any Feedback. You retain ownership of any underlying intellectual property contained in your Feedback.

11. Third-Party Services and Integrations

The Services may interoperate with third-party products and services through documented integrations. Your use of any third-party product or service is subject to the terms imposed by the applicable third-party provider. ProDex Labs does not control and is not responsible for third-party products or services, and we make no representation or warranty regarding their performance, security, or availability. If you authorize the Services to access a third-party account on your behalf, you are responsible for all activity occurring under that authorization.

12. Export Controls and Trade Compliance

The Services and related technology may be subject to U.S. export-control and trade-sanctions laws, including the Export Administration Regulations and, where applicable, the International Traffic in Arms Regulations. You represent and warrant that you (i) are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. trade sanctions, (ii) are not a person identified on any U.S. government restricted-party list, and (iii) will not access or use the Services in violation of any applicable export-control or sanctions law.

Where your use of the Services involves data subject to U.S. export controls (including ITAR-controlled technical data), you are responsible for ensuring that the Services as configured for you are appropriate for that data and that all access to such data complies with applicable export-control law. ProDex Labs offers ITAR-aligned configurations only where expressly committed in the applicable Order Form.

13. U.S. Government End Users

The Services are "commercial products" and "commercial services" as those terms are defined in 48 C.F.R. § 2.101. If acquired by or on behalf of a U.S. Government agency outside the Department of Defense, the Services are subject to the terms of these Terms in accordance with FAR 12.211 and FAR 12.212. If acquired by or on behalf of an agency within the Department of Defense, the Services are subject to the terms of these Terms in accordance with DFARS 227.7202-3. This Section is in lieu of, and supersedes, any other FAR, DFARS, or other clause that addresses U.S. Government rights in computer software or technical data under these Terms.

14. Confidentiality

"Confidential Information" means non-public information that one party (the "Discloser") provides to the other (the "Recipient") in connection with the Services and that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Customer Data is the Confidential Information of the Customer. The Services, the documentation, non-public technical information, pricing, and product roadmap information are the Confidential Information of ProDex Labs. The Recipient will (i) use Confidential Information only as necessary to exercise its rights and perform its obligations under these Terms, (ii) protect Confidential Information using at least the same degree of care it uses to protect its own information of similar sensitivity, and in no event less than reasonable care, and (iii) limit access to Confidential Information to its personnel, advisors, and contractors who have a need to know and who are bound by written confidentiality obligations no less protective than those in this Section. The obligations in this Section do not apply to information that the Recipient can demonstrate is or becomes publicly available without breach of these Terms, was rightfully known to the Recipient before disclosure, is rightfully obtained from a third party without confidentiality obligation, or is independently developed without use of the Discloser's Confidential Information. The Recipient may disclose Confidential Information as required by law or legal process, provided that, where legally permitted, the Recipient gives the Discloser prompt notice and reasonable cooperation to seek a protective order.

15. Service Levels and Support

Where an Order Form or MSA includes a Service Level Agreement ("SLA"), the SLA governs availability commitments, credits, and support response times. Absent a contrary written agreement, ProDex Labs targets 99.9% monthly availability for production Services, excluding scheduled maintenance windows communicated in advance and downtime caused by force majeure events, third-party services, or your own systems. Standard support is provided via the in-product help channel and at support@prodexlabs.com during ProDex Labs's business hours.

16. Modifications and Service Interruptions

We may, in our reasonable discretion, modify, update, or discontinue features of the Services from time to time. We will use reasonable efforts to provide advance notice of changes that are likely to materially impact your use. We do not warrant that the Services will be uninterrupted or error-free, and we may suspend access to the Services to perform maintenance, address security issues, or comply with legal requirements. Where feasible we will provide advance notice of planned maintenance through the Services or by email to the customer-administrator contact.

17. Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OR IN A WRITTEN MSA OR ORDER FORM, THE SERVICES, AI OUTPUT, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, PRODEX LABS DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PRODEX LABS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS, OR THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR DECISION OR USE. THE SERVICES ARE NOT DESIGNED OR INTENDED FOR USE IN ANY APPLICATION IN WHICH THE FAILURE OF THE SERVICES COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE; YOU ASSUME SOLE RESPONSIBILITY FOR THE SUITABILITY OF AI OUTPUT BEFORE USING IT IN PRODUCTION MANUFACTURING OPERATIONS.

18. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (I) THE FEES PAID OR PAYABLE BY YOU TO PRODEX LABS UNDER THE APPLICABLE ORDER FORM OR SUBSCRIPTION DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (II) ONE HUNDRED U.S. DOLLARS (US$100).

The limitations in this Section do not apply to (a) a party's indemnification obligations under Section 19, (b) breach by Customer of Sections 6 (Acceptable Use), 9 (Intellectual Property), or 12 (Export Controls), (c) Customer's payment obligations, or (d) liability that cannot be excluded or limited under applicable law.

19. Indemnification

You will defend, indemnify, and hold harmless ProDex Labs and its affiliates and their respective officers, directors, employees, and agents from and against any third-party claim, demand, or proceeding, and any resulting loss, damage, liability, settlement, judgment, fine, cost, and expense (including reasonable attorneys' fees), arising out of or relating to (i) your or your authorized users' breach of these Terms, the AUP, or the DPA, (ii) Customer Data or your use of AI Output, including any allegation that the same infringes or misappropriates the rights of any third party or violates applicable law, or (iii) your violation of any applicable law or regulation in connection with your use of the Services.

ProDex Labs will defend, indemnify, and hold harmless Customer and its affiliates and their respective officers, directors, employees, and agents from and against any third-party claim alleging that the Services as provided by ProDex Labs and used by Customer in accordance with these Terms infringe a U.S. patent, copyright, or trademark of a third party, and will pay any resulting damages finally awarded by a court of competent jurisdiction or agreed in settlement. ProDex Labs has no obligation under this paragraph to the extent a claim is based on (a) Customer Data, (b) modification of the Services not made by ProDex Labs, (c) combination of the Services with products or services not provided by ProDex Labs, or (d) Customer's use of the Services in breach of these Terms. In response to a covered claim, ProDex Labs may, at its option, procure the right for Customer to continue using the Services, modify the Services to be non-infringing while preserving substantially equivalent functionality, or, if neither is commercially reasonable, terminate the affected Services and refund any prepaid fees for the unused portion of the subscription term. The remedies in this paragraph are Customer's exclusive remedies for any third-party intellectual-property infringement claim.

Each party's indemnification obligations are conditioned on the indemnified party (i) promptly notifying the indemnifying party in writing of the claim, (ii) granting sole control of the defense and settlement of the claim to the indemnifying party (provided that no settlement that imposes liability or admission of fault on the indemnified party will be entered without that party's prior written consent), and (iii) providing reasonable cooperation at the indemnifying party's expense.

20. Term and Termination

These Terms remain in effect for as long as you access or use the Services, or as long as an applicable Order Form or subscription remains in force, whichever is later. Either party may terminate these Terms or any Order Form for the other party's material breach upon thirty (30) days' written notice if the breach is not cured within that period. Upon termination or expiration: (i) your right to access and use the Services ceases; (ii) you will pay all fees accrued through the effective date of termination; (iii) ProDex Labs will, on request received within thirty (30) days after termination, make Customer Data available for export in a documented format, and will thereafter delete Customer Data from production systems within the timeframes set out in the DPA or, in the absence of a DPA, within ninety (90) days, subject to backup-retention schedules and any applicable legal hold; and (iv) any provision that by its nature should survive termination (including Sections 6, 9, 10, 12, 14, 17, 18, 19, 20, 21, and 22) will survive.

21. Governing Law and Venue

These Terms are governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law principles that would require the application of the laws of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply. Subject to Section 22, the state and federal courts located in New York County, New York have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and each party irrevocably submits to the personal jurisdiction of those courts and waives any objection based on inconvenient forum.

22. Dispute Resolution

22.1 Informal Resolution

Before initiating any formal proceeding, the parties will attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to these Terms (each, a "Dispute") through informal negotiation. Either party may initiate informal negotiation by sending written notice to the other party at the contact address in Section 25 (or, for ProDex Labs, to legal@prodexlabs.com). The parties will negotiate in good faith for at least thirty (30) days before initiating any formal proceeding.

22.2 Equitable Relief

Notwithstanding anything to the contrary in this Section, either party may at any time seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or restrain actual or threatened (i) infringement, misappropriation, or other violation of the moving party's intellectual property rights, (ii) breach of confidentiality obligations under Section 14, or (iii) violation of the export-control or trade-compliance obligations in Section 12.

22.3 Class Action Waiver

To the fullest extent permitted by law, each party agrees that any Dispute will be brought solely in that party's individual capacity and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding.

23. Electronic Communications and Signatures

You consent to receive communications from us electronically, including notices, agreements, and other records, by email to the address associated with your account or by posting in the Services. You agree that electronic notices satisfy any legal requirement that such communications be in writing, and that electronic signatures, contracts, and records have the same legal effect as their handwritten or paper counterparts.

24. Miscellaneous

Entire Agreement. These Terms, together with any applicable MSA, Order Form, DPA, AUP, and Privacy Policy, constitute the entire agreement between the parties with respect to the Services and supersede all prior or contemporaneous communications and proposals.

Order of Precedence. In the event of a conflict, the order of precedence is: (1) the applicable Order Form, (2) the MSA (where one exists), (3) the DPA, (4) these Terms, (5) the AUP, and (6) the Privacy Policy.

Assignment. You may not assign these Terms or any rights or obligations hereunder, by operation of law or otherwise, without ProDex Labs's prior written consent, except to a successor in connection with a merger, acquisition, or sale of all or substantially all of your assets, provided that the successor is not a direct competitor of ProDex Labs and assumes the obligations under these Terms in writing. ProDex Labs may assign these Terms freely. Any prohibited assignment is void.

Severability and Waiver. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted, and the remaining provisions will remain in full effect. Failure to enforce any provision is not a waiver of future enforcement.

Force Majeure. Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, or pandemics.

Independent Contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship.

No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights, except as expressly provided in the indemnification provisions.

Drafting. The parties have had the opportunity to review these Terms with counsel of their choice, and any rule of construction to the effect that ambiguities are resolved against the drafting party will not apply.

25. Contact Us

Questions about these Terms, requests under these Terms, or notices required to be given to ProDex Labs may be sent to:

ProDex Labs, Inc.

Attn: Legal

New York, New York, United States

Email: legal@prodexlabs.com

Service support: support@prodexlabs.com

Security reports: security@prodexlabs.com

https://prodexlabs.com/terms.