SolverX Terms and Conditions

1. AGREEMENT AND SCOPE

1.1 Parties. These Terms and Conditions (the "Terms") form a binding agreement between SolverX Co., Ltd. a company organized under the laws of the Republic of Korea with its registered office at 1002, 258 Seonyu-ro, Yeongdeungpo-gu, Seoul ("SolverX", "we", "us"), and the entity or individual that accepts these Terms ("Customer", "you"). If you accept on behalf of an entity, you represent that you have authority to bind that entity.

1.2 Scope. These Terms govern access to and use of the SolverX website at https://solverx.ai, the SolverX platform, AI models, APIs, documentation and any related services (together, the "Services"), including Paid Projects and Professional Services ordered under an Order Form. These Terms are a services agreement. They do not grant any license to SolverX software for installation or use outside the Services.

1.3 Acceptance. You accept these Terms by the earliest of (a) clicking to accept, or (b) signing an Order Form that references these Terms (the "Effective Date").

1.4 Order of precedence. In the event of conflict, the following order applies: (a) an Order Form, (b) the Data Processing Addendum, if any, (c) these Terms, and (d) SolverX policies referenced in these Terms. Notwithstanding the foregoing, Sections 3 (Intellectual Property and Data), 5.2 (No Penalties) and 5.5 (Limitation of Liability) prevail over any Order Form, unless the Order Form expressly identifies the Section being modified by number and is signed by an authorized officer of SolverX.

1.5 Changes to these Terms. SolverX may update these Terms by posting a revised version with a new "Last updated" date. SolverX will notify Customer of any change by email or in-Service notice at least 30 days before the change takes effect, or, for a change required by law, such shorter period as the law requires (the "Notice Period"). Changes apply to Customer as follows:

1. Free and pay-as-you-go use. A change takes effect at the end of the Notice Period. The notice will clearly state that, if Customer does not object by the means specified in the notice before the end of the Notice Period, Customer will be deemed to have accepted the change. If Customer objects, the change will not apply to Customer, and the Terms in effect before the change will continue to apply to Customer. In that case, Customer may terminate its use of the Services at any time by notice, and SolverX may terminate Customer's use of the Services by notice only if there are special circumstances that make it impracticable to continue applying the previous Terms. Upon any such termination, SolverX will refund any prepaid fees for the unused period.
2. Customers with an active Order Form. A change applies to Customer from the next renewal of the Order Form only if Customer has expressly accepted the revised Terms, either by signing a renewal Order Form that references the revised Terms or by written acceptance (including by email) or click-through acceptance. If Customer does not expressly accept the revised Terms, the Terms in effect before the change will continue to apply to Customer.
3. Exceptions. A change required by law takes effect on the date required by law. A change that relates solely to new features applies to those features from the time Customer first uses them.

2. THE SERVICES

2.1 Delivery. SolverX provides the Services as a hosted service. Customer receives no copy of, and no access to, the source code or other underlying technology of the Services.

2.2 Right to use. Subject to these Terms and payment of applicable fees, SolverX grants Customer a non-exclusive, non-transferable, non-sublicensable, right (revocable only in accordance with these Terms) during the subscription term to access and use the Services for Customer's internal engineering and business purposes, within the scope and usage limits in the Order Form.

2.3 Authorized Users. Only Customer's employees and contractors that Customer authorizes ("Authorized Users") may use the Services. Credentials may not be shared. Customer is responsible for all activity under its accounts and must notify SolverX promptly of any unauthorized access.

2.4 Restrictions. Except as expressly permitted in writing by SolverX, Customer will not, and will not permit any third party to:

1. reverse engineer, decompile, disassemble, or attempt to derive source code, model weights, model architecture, training data or algorithms of the Services;
2. use the Services or any Output to build, train, fine-tune, distill or benchmark any machine learning model, surrogate model or product that competes with the Services;
3. extract model parameters or behavior through systematic querying, scraping or automated access beyond documented API use;
4. resell, sublicense, time-share or provide the Services to any third party, or use the Services to deliver services to third parties;
5. publish benchmarks, performance comparisons or accuracy results about the Services;
6. probe, scan or test the vulnerability of the Services, or circumvent any access, rate or usage limit;
7. remove or alter any proprietary notice in the Services or Output; or
8. use the Services in violation of law or the SolverX Acceptable Use Policy.

2.5 Non-exclusivity. The relationship is non-exclusive. Nothing in these Terms or any Order Form restricts SolverX from developing, marketing, licensing or providing the Services, or any similar or competing products and services, to any third party, including Customer's competitors, suppliers and customers, directly or through partners. Any exclusivity, most-favored-customer or non-compete obligation binds SolverX only if set out in an Order Form under Section 1.4.

2.6 Paid Projects. SolverX may provide time-limited, scoped engagements to validate the Services on Customer use cases ("Paid Projects"). Paid Projects are governed by these Terms and the applicable Order Form. Results of a Paid Project reflect the data and scope provided and do not constitute a warranty of performance in production. Section 3 applies in full to Paid Projects.

2.7 Trials and pre-release features. Free trials and features marked alpha, beta or preview are provided as is, without warranty, support or service level, and SolverX may suspend or end them at any time.

2.8 Professional Services. Training, onboarding, model configuration, integration and engineering support are provided as described in an Order Form or statement of work. Customer will provide timely access to the data, personnel and systems reasonably required. SolverX's performance is excused to the extent Customer delays.

2.9 Marketplace and partner purchases. If Customer purchases through a third-party marketplace or an authorized partner, these Terms govern Customer's use of the Services. Payment terms are as agreed between Customer and the marketplace or partner. No marketplace or partner may change these Terms or make commitments on behalf of SolverX.

2.10 Changes to the Services. SolverX may modify, update or discontinue features of the Services. SolverX will give reasonable notice of any change that materially reduces core functionality during a paid subscription term. If such a change takes effect during a paid subscription term, Customer may terminate the affected Order Form by written notice within 30 days after the change and receive a refund of prepaid fees for the unused period.

3. INTELLECTUAL PROPERTY AND DATA

3.1 SolverX IP. SolverX and its licensors own all right, title and interest in the Services, including all source code, object code, algorithms, AI models, model weights, software, documentation, know-how and all improvements and derivatives of them, together with all intellectual property rights therein ("SolverX IP"). No right in SolverX IP is transferred to Customer, and no source code is provided, under any circumstance, including termination, insolvency of SolverX or a change of control.

3.2 Developed IP. The following items, developed, generated or derived in the course of SolverX providing the Services, Paid Projects or Professional Services through the use of SolverX IP, are owned solely by SolverX ("Developed IP"):

1. all new features, functions and methods relating to SolverX AI source code, algorithms and software;
2. AI training data and trained models, excluding data that contains Customer-identifiable data;
3. algorithms, source code and technical know-how;
4. metadata generated in the course of providing the Services; and
5. derivative and analytical data relating to the technical originality or technical security of SolverX.

For clarity, Developed IP does not include Customer Data in its original form or any data that directly contains Customer Data. Customer hereby assigns to SolverX any right it may acquire in Developed IP, will procure that its employees and contractors assign to Customer any rights they may acquire in Developed IP so that such rights are assigned to SolverX hereunder, will not assert (and will cause such persons not to assert) any moral rights in Developed IP against SolverX, and will sign documents reasonably required to confirm SolverX ownership. This Section 3.2 applies notwithstanding any general intellectual property, work-for-hire or ownership clause in any Customer form or general conditions.

3.3 Customer Data. As between the parties, Customer retains ownership of the data that Customer uploads or provides to SolverX ("Customer Data").

3.4 Output. Subject to these Terms and payment of fees, Customer owns the predictions, reports, files and results that the Services generate specifically for Customer from Customer Data ("Output") and may use Output for its internal engineering and business purposes. Output excludes SolverX IP and Developed IP. For clarity, any model weights, parameters, intermediate data, metadata and other data generated or derived in the course of generating Output, other than the final predictions, reports, files and results delivered to Customer, form part of Developed IP and are not Output, except Customer Data in its original form or any data that directly contains Customer Data. Similar or identical output may be generated for other customers, and Customer acquires no rights in output generated for others.

3.5 License to SolverX. Customer grants SolverX a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to host, copy, process, analyze and use Customer Data and Output (a) to provide, maintain, secure and support the Services, (b) to develop and improve the Services and Developed IP (provided that SolverX will not use personal data contained in Customer Data for the purposes of this clause (b) except as permitted under applicable data protection law), and (c) to comply with law. SolverX will not disclose Customer-identifiable data to any third party except subprocessors bound by confidentiality, or as required by law. Any model configured or adapted for Customer remains Developed IP.

3.6 No deletion or return of Developed IP. Customer may not require SolverX to delete, destroy, return or cease using any Developed IP, including after termination. Customer Data handling after termination is governed by Section 6.4. Personal data is handled as required by applicable data protection law.

3.7 Usage Data. SolverX may collect and use data about the operation, performance and use of the Services ("Usage Data"), for any lawful purpose. SolverX will disclose Usage Data externally only in a form that does not identify Customer.

3.8 Feedback. SolverX may use any suggestion or feedback from Customer without restriction or compensation. Feedback is not Customer Confidential Information.

3.9 Publicity. SolverX may identify Customer as a customer by name and logo on its website and in investor, partner and sales materials, unless Customer objects in writing. Case studies and press releases require Customer's prior written consent.

3.10 Reservation of rights. All rights not expressly granted are reserved. No implied license arises by estoppel or otherwise.

4. CUSTOMER OBLIGATIONS

4.1 Rights in Customer Data. Customer is solely responsible for the content, accuracy and legality of Customer Data. Customer represents and warrants that it holds all rights, licenses and consents required to provide Customer Data to SolverX and to grant the license in Section 3.5.

4.2 Third-party software. Customer is solely responsible for obtaining and maintaining all licenses for, and complying with all license terms and documentation of, any third-party software that Customer uses to create, process or export Customer Data, or uses in connection with the Services. Customer represents and warrants that providing Customer Data to SolverX, and SolverX's use of Customer Data and Output under Section 3.5, does not breach any such license or infringe any third-party right. Customer is solely responsible for independently determining whether its use of the Services is consistent with those licenses. SolverX has no obligation to review or verify any third-party license, makes no warranty and (except to the extent arising from SolverX's breach of these Terms, willful misconduct or gross negligence) has no liability relating to third-party software, and any claim by a third-party software provider relating to Customer Data is subject to Customer's indemnity under Section 5.6.

4.3 Restricted data. Unless an Order Form expressly permits it and specifies the required controls, Customer will not upload or provide:

1. data controlled under the U.S. International Traffic in Arms Regulations, the Korean Defense Technology Security Act or similar defense regulations;
2. technology designated as national core technology or industrial technology subject to export approval under the Korean Act on Prevention of Divulgence and Protection of Industrial Technology;
3. sensitive personal data, health information or government identification numbers; or
4. data that Customer is contractually prohibited from sharing.

Customer bears all liability for restricted data provided in breach of this Section.

4.4 Export control and sanctions. Customer represents that it and its Authorized Users are not located in, organized under the laws of, or controlled by a party in a sanctioned country, and are not listed on any U.S., EU, UN or Korean restricted party list. Customer will not use the Services for any end use prohibited by export control law, including weapons of mass destruction and prohibited military end uses.

4.5 Cooperation. Customer will provide timely access to data, personnel and decisions that SolverX reasonably requires. Timelines and deliverables are extended to the extent of any Customer delay.

4.6 Engineering responsibility. Customer retains sole responsibility for its engineering decisions, product designs, validation, physical testing, certification and regulatory compliance, including any decision made in reliance on Output.

4.7 Suspension. SolverX may suspend access, with notice where practicable, if (a) Customer breaches Section 2.4 or this Section 4, (b) any amount is more than 15 days overdue, or (c) Customer's use threatens the security, integrity or availability of the Services or harms third parties. Suspension does not relieve Customer of payment obligations.

5. FEES, WARRANTIES AND LIABILITY

5.1 Fees and payment. Customer will pay the fees in the Order Form, in KRW or USD as stated there. Fees exclude VAT and other taxes, which Customer will pay, except taxes on SolverX's net income. If withholding is required by law, Customer will gross up the payment so that SolverX receives the full invoiced amount. Invoices are due within 30 days of the invoice date. Overdue amounts bear interest at 12% per annum or the maximum rate permitted by law, whichever is lower. All fees are non-cancelable and non-refundable except as expressly stated in these Terms. Usage above purchased limits is invoiced monthly in arrears at the then-current rates.

5.2 No penalties. SolverX is not liable for any penalty, liquidated damages, performance bond, warranty bond, guarantee deposit or service credit, unless agreed in an Order Form in accordance with Section 1.4 with a stated maximum amount.

5.3 Limited warranty. SolverX warrants that the Services will perform materially in accordance with the documentation, and that Professional Services will be performed in a professional and workmanlike manner. Customer must notify SolverX of a breach of this warranty in reasonable detail within 30 days of discovery. SolverX will use reasonable efforts to correct the non-conformity. If SolverX cannot do so within 30 days, either party may terminate the affected Order Form, and SolverX will refund prepaid fees for the unused portion of the terminated Services.

5.4 Disclaimer. EXCEPT AS STATED IN SECTION 5.3, THE SERVICES AND OUTPUT ARE PROVIDED "AS IS" AND SOLVERX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT. OUTPUT CONSISTS OF AI-GENERATED PREDICTIONS THAT APPROXIMATE PHYSICAL BEHAVIOR AND MAY DIFFER FROM CONVENTIONAL SOLVER RESULTS OR PHYSICAL TEST RESULTS. OUTPUT IS NOT CERTIFIED AND IS NOT A SUBSTITUTE FOR VALIDATED SIMULATION, PHYSICAL TESTING OR PROFESSIONAL ENGINEERING JUDGMENT. OUTPUT MUST NOT BE THE SOLE BASIS FOR SAFETY-CRITICAL DESIGN RELEASE, CERTIFICATION OR REGULATORY DECISIONS. SOLVERX DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, OR THE PERFORMANCE OF THIRD-PARTY INFRASTRUCTURE, SERVICES OR SOFTWARE.

5.5 Limitation of liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, PRODUCTION, DATA OR GOODWILL, OR PRODUCT RECALL COSTS, EVEN IF ADVISED OF THEIR POSSIBILITY; AND (b) SOLVERX'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND ALL ORDER FORMS WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO SOLVERX IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. These limits do not apply to Customer's payment obligations, Customer's breach of Sections 2.4, 3 or 4, Customer's indemnity obligations, liability arising from a party's willful misconduct or gross negligence, or liability that cannot be limited by law.

5.6 Indemnity by Customer. Customer will defend, indemnify and hold harmless SolverX and its affiliates, officers and employees from any third-party claim, and resulting damages, costs and reasonable attorneys' fees, arising from (a) Customer Data, including claims by third-party software vendors relating to Customer Data, (b) restricted data provided in breach of Section 4.3, (c) Customer's breach of Sections 2.4 or 4, or (d) products or designs made or released by Customer using Output, in each case except to the extent caused by SolverX's breach of these Terms, willful misconduct or gross negligence.

5.7 Indemnity by SolverX. SolverX will defend Customer from any third-party claim alleging that the Services, as provided by SolverX and used in accordance with these Terms, infringe a Korean or U.S. patent, copyright or trade secret, and will pay damages finally awarded or agreed in settlement by SolverX. SolverX has no obligation for claims arising from Customer Data, Output modified by Customer, combinations with items not provided by SolverX, or use in breach of these Terms. SolverX may procure continued use, modify the Services, or terminate the affected Services and refund prepaid unused fees. This Section is subject to Section 5.5 and states SolverX's entire liability for infringement.

5.8 Procedure. The indemnified party will give prompt written notice, grant the indemnifying party sole control of the defense and settlement, and provide reasonable cooperation. No settlement may impose an admission or obligation on the indemnified party without its consent.

6. CONFIDENTIALITY, TERM AND GENERAL TERMS

6.1 Confidentiality. Each party will protect the other's non-public information that is marked confidential or should reasonably be understood as confidential ("Confidential Information") with at least reasonable care, use it only to perform under these Terms, and disclose it only to employees, contractors, advisors and subprocessors with a need to know who are bound by equivalent obligations. SolverX Confidential Information includes the Services, pricing, Order Form terms, model performance and technical documentation. These obligations do not apply to information that is public through no fault of the recipient, already known to it, independently developed, or rightfully received from a third party. Disclosure required by law is permitted with prior notice where lawful. These obligations do not limit the licenses in Section 3. Obligations survive for 3 years after termination, and indefinitely for trade secrets.

6.2 Term. These Terms apply from the Effective Date until all Order Forms have expired or been terminated. Unless the Order Form states otherwise, subscriptions renew automatically for successive terms equal to the initial term, unless either party gives notice of non-renewal at least 30 days before the end of the current term.

6.3 Termination. Either party may terminate an Order Form on written notice if the other party (a) materially breaches these Terms and fails to cure within 30 days of written notice, or (b) becomes insolvent, enters bankruptcy, rehabilitation or similar proceedings, or ceases business. SolverX may terminate immediately on Customer's breach of Section 2.4 or 4.3.

6.4 Effect of termination. On termination, Customer's right to use the Services ends and all unpaid fees become due. For 30 days after termination, Customer may export Customer Data and Output through the available export functions. Within 90 days after termination, SolverX will delete Customer Data, except to the extent retention is required by applicable law or such data is retained in routine backup systems, in which case such data may be retained until deletion in accordance with SolverX's ordinary backup retention practices. SolverX is not required to certify deletion. Sections 2.4, 3, 4.1 to 4.3, 5 and 6 survive termination.

6.5 Governing law and disputes. These Terms are governed by the laws of the Republic of Korea, without regard to conflict of laws rules. For Customers organized, or having their principal place of business, in Korea, the Seoul Southern District Court has exclusive jurisdiction in the first instance. For all other Customers, disputes will be finally resolved by arbitration under the International Arbitration Rules of the Korean Commercial Arbitration Board, seated in Seoul, before a sole arbitrator, in English. SolverX may seek injunctive relief to protect SolverX IP or Confidential Information in any court of competent jurisdiction.

6.6 Assignment. Customer may not assign these Terms without SolverX's prior written consent. SolverX may assign these Terms to an affiliate or a successor in a merger, reorganization or sale of substantially all of its assets or shares, without consent.

6.7 Subcontractors. SolverX may use subcontractors and subprocessors, including third-party service providers, and remains responsible for their performance.

6.8 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, war, epidemic, government action, failure of third-party service providers, or network or power failure. This Section does not excuse payment obligations.

6.9 Notices. Notices to SolverX must be sent to young@solverx.ai with a copy to the postal address in Section 6.13. Notices to Customer may be sent to the email address on its account or Order Form. Email notice is effective on sending, absent a delivery failure message.

6.10 Entire agreement. These Terms, the Order Forms and referenced policies are the entire agreement regarding their subject matter and supersede all prior proposals, quotes, discussions and agreements, including any prior non-disclosure agreement as it applies to Customer Data. No waiver is effective unless in writing. If any provision is unenforceable, it is limited to the minimum extent necessary and the rest remain in effect. The parties are independent contractors.

6.11 Language. These Terms are executed in English. Any translation is for convenience only, and the English version prevails.

6.12 Definitions. "Order Form" means an order, quote or statement of work that references these Terms and is executed by both parties, or an online order accepted by SolverX. "Customer-identifiable data" means data from which Customer, its products or its personnel can reasonably be identified.

6.13 Contact Us. If you have any questions about these Terms, you can contact us by email at young@solverx.ai or by post at SolverX Co., Ltd., Attn: Legal, 1002, 258 Seonyu-ro, Yeongdeungpo-gu, Seoul, Republic of Korea.