Acceptance of Terms

By accessing or using Embedding Labs services, you agree to these Terms of Service. If you do not agree to these terms, do not use our services.

Definitions

• •"Service" means the Embedding Labs platform, APIs, dashboards, documentation, and any related software or tools provided by Embedding Labs, Inc.
• •"Customer" or "You" refers to the individual or legal entity that has agreed to these Terms by accessing or using the Service.
• •"Customer Data" means any data, content, or materials submitted by or on behalf of Customer through the Service.
• •"Order Form" means any ordering document, subscription agreement, or statement of work executed by both parties that references these Terms.
• •"Effective Date" means the date you first accept these Terms or begin using the Service, whichever is earlier.

Acceptable Use

You agree to use our services only for lawful purposes and in accordance with these Terms. You agree not to:

• •Use the services for any illegal or unauthorized purpose
• •Attempt to gain unauthorized access to our systems or networks
• •Interfere with or disrupt the integrity of our services
• •Upload or transmit malicious code or content
• •Attempt to reverse-engineer, decompile, or disassemble any portion of the Service
• •Use the Service to process data in violation of applicable data protection laws

Subscription & Payment Terms

Access to the Service is provided on a subscription basis as specified in your Order Form or selected plan. The following terms apply to all paid subscriptions:

• •Billing Cycle: Fees are billed in advance on a monthly or annual basis, as specified in your Order Form. Annual subscriptions are non-refundable except as required by law.
• •Payment: All fees are due within 30 days of invoice date unless otherwise stated in your Order Form. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
• •Taxes: Fees are exclusive of all taxes, levies, and duties. You are responsible for all applicable taxes, except for taxes based on Embedding Labs' net income.
• •Price Changes: We may adjust pricing upon renewal with at least 30 days' prior written notice. Continued use after the new pricing takes effect constitutes acceptance.
• •Usage Limits: Your subscription may include usage limits (API calls, storage, users). If you exceed these limits, additional usage fees may apply as described in your plan or Order Form.

Data Ownership & Portability

Your data belongs to you. Embedding Labs claims no ownership over Customer Data.

• •Customer Data Ownership: You retain all rights, title, and interest in your Customer Data. You grant Embedding Labs a limited license to process your data solely to provide the Service.
• •No Training on Customer Data: We do not use your Customer Data to train, improve, or develop machine learning models or AI systems, unless you provide explicit written consent.
• •Data Portability: You may export your Customer Data at any time during the subscription term through the Service's built-in export features or by requesting an export from our support team.
• •Post-Termination Retrieval: Upon termination or expiration of your subscription, your Customer Data will be available for export for 30 days. After this period, we will delete your Customer Data from our systems within 60 days, unless retention is required by law.

Intellectual Property

The services and their original content, features, and functionality are owned by Embedding Labs and protected by applicable intellectual property laws.

You retain ownership of all data and content you upload to our services. We claim no intellectual property rights over materials you provide.

Confidentiality

Each party agrees to hold the other party's Confidential Information in strict confidence. "Confidential Information" includes any non-public business, technical, or financial information disclosed by either party.

• •Confidential Information may only be used for purposes of performing obligations under these Terms.
• •Disclosure is permitted to employees, contractors, and advisors on a need-to-know basis, provided they are bound by confidentiality obligations at least as protective as those contained herein.
• •Confidentiality obligations survive termination of these Terms for a period of three (3) years, or until the information becomes publicly available through no fault of the receiving party.

Warranty Disclaimer

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR QUIET ENJOYMENT. EMBEDDING LABS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA STORED WILL NOT BE LOST OR CORRUPTED.

Limitations of Liability

Embedding Labs shall not be liable for any indirect, incidental, special, consequential, or punitive damages resulting from your use of or inability to use our services.

• •IN NO EVENT SHALL EMBEDDING LABS' TOTAL AGGREGATE LIABILITY EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO EMBEDDING LABS IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).
• •EMBEDDING LABS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE THEORY OF LIABILITY.
• •THESE LIMITATIONS APPLY EVEN IF EMBEDDING LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Indemnification

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

• •Your use of the Service in violation of these Terms or applicable law
• •Your Customer Data, including any claim that your Customer Data infringes a third party's intellectual property or privacy rights
• •Any unauthorized use of the Service through your account

Embedding Labs will indemnify you against claims that the Service itself (excluding Customer Data) infringes any third-party U.S. patent, copyright, or trademark, provided you promptly notify us of the claim and cooperate in its defense.

Term & Termination

These Terms remain in effect from the Effective Date until terminated.

• •Termination for Convenience: Either party may terminate a subscription by providing written notice at least 30 days before the end of the then-current billing period. The subscription will end at the close of that billing period.
• •Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within 30 days of receiving written notice.
• •Effect of Termination: Upon termination, your right to access the Service ceases immediately. Sections regarding data ownership, confidentiality, limitation of liability, indemnification, and governing law survive termination.
• •Refunds: No refunds will be issued for partial subscription periods, except where required by applicable law or as specified in your Order Form.

Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.

• •Informal Resolution: Before initiating formal proceedings, both parties agree to attempt in good faith to resolve disputes through direct negotiation for at least 30 days.
• •Arbitration: Any dispute not resolved informally shall be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in New York, NY.
• •Injunctive Relief: Nothing in this section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information.
• •Class Action Waiver: You agree that any dispute resolution proceedings will be conducted only on an individual basis, not as a class, consolidated, or representative action.

Export Compliance

You agree to comply with all applicable export and re-export control laws and regulations, including the U.S. Export Administration Regulations (EAR) and sanctions programs administered by the Office of Foreign Assets Control (OFAC). You shall not use, export, or re-export the Service in violation of such laws, or to any country, entity, or individual prohibited by such laws.

Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent caused by events beyond its reasonable control, including but not limited to natural disasters, war, terrorism, riots, government actions, pandemics, power failures, internet or telecommunications outages, or cyberattacks.

Changes to Terms

We reserve the right to modify these terms at any time. We will notify users of significant changes via email or through our services. Continued use after changes constitutes acceptance. Material changes will be communicated at least 30 days before they take effect. Your continued use of the Service after changes become effective constitutes acceptance of the revised Terms. If you do not agree with the revised Terms, you must discontinue use of the Service before the changes take effect.

Miscellaneous

• •Entire Agreement: These Terms, together with any applicable Order Forms and Data Processing Agreement, constitute the entire agreement between you and Embedding Labs and supersede all prior agreements relating to the subject matter herein.
• •Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.
• •No Waiver: The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
• •Assignment: You may not assign these Terms without Embedding Labs' prior written consent. Embedding Labs may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
• •Notices: Legal notices must be sent in writing to the addresses specified in the Contact section below, or by email with confirmed receipt.

Contact

For questions about these Terms of Service:

legal@embeddinglabs.com

Embedding Labs, Inc.
885 2nd Ave
New York, NY 10017