These Intrinsic Platform Terms of Service ("Platform Terms") are entered into by Intrinsic Innovation LLC and the entity or person agreeing to these terms (“you”) and govern your access to and use of the Services. If you are entering into these Terms on behalf of a legal entity, you represent and warrant that you have full legal authority to act on behalf of and bind such legal entity to these Terms. 

Capitalized terms are defined within these Platform Terms, including in the Definitions section at the end of these Platform Terms.

1. Terms and Acceptance.


1.1 Acceptance. By registering for an account, executing an Order, or using the Services (including on a "free," "evaluation," or "trial" basis), you agree to these Platform Terms. If you do not agree to these Platform Terms, you may not access or use the Services.

1.2 Terms. Your agreement with Intrinsic consists of these Platform Terms and the following terms, to the extent they are applicable to your use of the Services (collectively, the "Terms"):


1.2.a Commercial Terms. If you order specific Services from us, the applicable Order will specify the Services, the applicable Subscription Plan, Fees, and Subscription Period (collectively “Commercial Terms”). 

1.2.b Additional Terms. Certain Services are subject to Additional Terms. Your right to access and use such Services is contingent upon compliance with such Additional Terms.  

1.3 Conflicts. The following order of precedence will apply and control to the extent of any conflicts: (a) Commercial Terms, (b) Additional Terms and (c) the Platform Terms.

2. Access to the Services.

2.1 Right to Use. Subject to your compliance with the Terms (including any limitations, quotas and restrictions set forth in applicable Order and Additional Terms), Intrinsic grants you a non-exclusive, limited, non-sublicensable (except as expressly permitted by the Terms), non-transferable right to access and use the Services for the sole purpose of creating, managing, and operating Your Solutions. The specific scope of your access and use is determined by your Subscription Plan as identified in the applicable Order or on the Platform Website.

2.2 Authorized Users. You may authorize your employees and agents (and, where applicable, employees and agents of your End Customers), to access the Services as permitted by and in accordance with the Terms (such individuals, "Authorized Users"). Each Authorized User must create an individual account, which the admin account of your entity must approve. You are responsible for all acts or omissions of your Authorized Users, which will be deemed to be your acts and omissions for purposes of the Terms. You will ensure that Authorized Users do not take any action that if committed by you would constitute a breach of the Terms. 

2.3 Your Solutions. Subject to the Terms and your Subscription Plan, you may use Platform Resources to create applications capable of controlling robotics and other computing hardware running IntrinsicOS. Any such applications created by you or on your behalf that are based upon or incorporate the Platform Resources, along with derivative works and modifications thereto, are known as "Your Solutions". If provided for in an active Order and included in your Subscription Plan, you may deploy Your Solutions to robotic equipment (including to End Customers) in accordance with the Robot Operating Terms of Service. Your Solutions that you provide to End Customers must have material additional functionality beyond the Services themselves. 

2.4 IntrinsicOS. Provided that such use is authorized in an active Order and complies with the Terms, in particular the Robot Operating Terms of Service, you may install and use IntrinsicOS on your or your End Customer’s robotics and other computing hardware. 

2.5 Support. Except for the limited Support Services provided pursuant to the Support and Maintenance Terms and the applicable Order, the Services are being provided without any obligation for instruction, maintenance, and/or support. 

2.6 Deployment Services. Intrinsic may provide Deployment Services pursuant to the Deployment Services Terms, if specifically designated in the applicable Order.

3. Documentation.

3.1 You may make and use a reasonable number of copies of any Documentation; provided, that such copies will only be used for the purpose described in Section 2 (Access to the Services) and are not republished or redistributed (either in hard copy or electronic form) to anyone other than Authorized Users.

4. Limitations.

4.1 Use of Services. Due to the large variety of potential applications for the Services, Intrinsic makes no representations or warranties that the Services have been designed or tested for any specific use. You are solely responsible for determining whether the use of a Service is appropriate for a particular circumstance, and for any results produced by the Services or Your Solutions. Intrinsic is not responsible or liable for the results obtained through use of the Services or Your Solutions. Your responsibilities include: (a) determining appropriate uses for the Services; (b) verifying the accuracy and reliability of any Services; (c) selecting the Services and other software and materials to help achieve your intended results; and (d) the decision of whether to use any suggestions generated by the Services. You acknowledge that the Services and Your Solutions may not achieve your desired results you desire within your design, analysis, testing and other constraints.

4.2 Use Restrictions. Except as otherwise specified in the Terms, Section 2 (Access to Services) and Section 5 (Your Content, Systems Data and Privacy) state the entirety of your rights with respect to the Services.  Intrinsic reserves all rights not expressly granted, and you may only use the Services as authorized in the Terms. You will use the Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations (including Export Control Laws and data privacy laws). Unless expressly authorized in writing by Intrinsic, you will not, and you will not authorize or permit any third party to:


4.2.a use the Services for any purpose other than your internal business purposes and to create Your Solutions for distribution to your or your End Customer’s computing hardware running IntrinsicOS;

4.2.b distribute, utilize or otherwise make available any of Your Solutions outside of the Services except as authorized in Section 5 or applicable Additional Terms;

4.2.c access or use the Services in violation of the Acceptable Use Policy

4.3 Unauthorized Use. You will promptly notify Intrinsic of any unauthorized use of the Services that comes to your attention. In such an event, you will use best efforts to terminate the unauthorized use and to retrieve any copies of any portion of the Services in the possession or control of the unauthorized party.

5. Your Content, Systems Data and Privacy.

5.1 Rights to Your Content. Your Solutions incorporate Your Materials, Your Works, and our Platform Resources. Your Materials and Your Works are collaboratively referred to as “Your Content”. 

5.1.a Your Materials. Except for the limited licenses you grant below, you will retain all right, title and interest in and to Your Materials, including all Intellectual Property Rights therein. 

5.1.b Your Works. As between you and Intrinsic, you are the owner of Your Works. For clarity, Intrinsic retains all ownership of the Platform Resources (including any modifications or derivative works we make of them) that may be incorporated into Your Solutions. You may only use Your Works outside of the Services (such as in connection with third-party software or hardware) if you first remove all elements of the Platform Resources and do not disclose or embody any other Intrinsic Intellectual Property. You may not share any of Your Works with any party other than your Authorized Users or as permitted through the Services.

5.1.c Responsibility for Your Content. You are solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and Intellectual Property ownership or right to use of Your Content. Intrinsic is not responsible for unauthorized access to Your Content unless caused by Intrinsic’s negligent failure to implement reasonable security measures. You are responsible for the use of the Services or any other activity under your account, including those of Authorized Users and End Customers, even if you did not authorize such use. 

5.2 License to Your Content. You grant Intrinsic a nonexclusive, royalty-free, worldwide, fully paid, and sublicensable (through multiple tiers) license to use, reproduce, and create derivative works of Your Content for the purpose of providing the Services to you.

5.3 Systems Data. Intrinsic may collect and derive information, statistics, and metrics regarding usage, operation, support, and maintenance of any of the Services or from Your Content (collectively, "Systems Data"), and may use or process Systems Data to support, maintain, monitor, operate, develop, and improve its products and services or enforce its rights, provided that any Systems Data derived from Your Content may only be used to improve products and services when aggregated with other information so that Your Content is not identifiable. 

5.4 Privacy. Intrinsic may require certain personal information such as name, email address, and entitlement information to provide the Services to you and the Authorized Users. For information about how we collect, use, share and otherwise process personal information, please see our Privacy Policy.

6. Proprietary Rights.

6.1 Ownership. The Services and Documentation are valuable property of Intrinsic protected by copyright and other Intellectual Property laws and treaties.  As between you and Intrinsic, Intrinsic retains all right, title, and interest in and to the Services and Documentation, and all software, products, works, and other Intellectual Property and moral rights related thereto or created, used, or provided by Intrinsic in connection with the Terms.

6.2 Feedback. At your option, you may provide feedback or suggestions about the Services to us (“Feedback”). If you do provide Feedback, then Intrinsic and its Affiliates may use that Feedback without restriction and without obligation to you. For clarity, Your Works are not regarded as Feedback.

7. Confidentiality.

7.1 Obligations. Either party may disclose Confidential Information to the other party as part of providing or using the Services. The recipient will only use the disclosing party's Confidential Information to exercise the recipient's rights and fulfill its obligations under the Terms, and will use reasonable care to protect against the disclosure of the disclosing party's Confidential Information. The recipient may disclose Confidential Information only to its and its Affiliates' employees, agents, subcontractors, or professional advisors ("Delegates") who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that its Delegates use the received Confidential Information only to exercise rights and fulfill obligations under the Terms.

7.2 Required Disclosure. Notwithstanding any provision to the contrary in these Terms, the recipient or its Affiliate may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient or its Affiliate uses commercially reasonable efforts to (a) promptly notify the other party before any such disclosure of its Confidential Information, and (b) comply with the other party's reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (a) and (b) above will not apply if the recipient determines that complying with (a) and (b) could (i) result in a violation of Legal Process; (ii) obstruct a governmental investigation; or (iii) lead to death or serious physical harm to an individual.

8. Fees and Payment.

8.1 Subscriptions. Access to certain Services is provided on a recurring basis for the period specified in your Order ("Subscription Period") in exchange for the applicable fees ("Subscription Fee"). Unless otherwise specified in an Order, each Subscription Period will automatically renew for a successive period of the same length at Intrinsic’s then-current rates, unless either party provides written notice of non-renewal at least 30 days prior to the end of the then-current Subscription Period. You will be charged or invoiced for the Subscription Fee at the start of each initial and renewal Subscription Period until the subscription is cancelled or terminated in accordance with the Terms.

8.2 Overage Fees. If your account exceeds any quotas or usage limitations for your Subscription Plan, whether through your own or your End Customer’s usage of Services, Intrinsic may, in its sole discretion, (i) temporarily restrict or limit access to the Services until the end of the current month or until the usage is brought within permitted limits; or (ii) charge you for such additional usage at Intrinsic’s then-current overage rates ("Overage Fees").  

8.3 Payment and Invoicing. You will pay all fees specified on your Order and any applicable Overage Fees (collectively, the “Fees”). Unless otherwise stated in an Order, all Fees are due within 30 days of the invoice date. For Orders placed via the Platform Website, you authorize Intrinsic to automatically charge your provided payment method. You must maintain accurate billing and payment information in your account and are responsible for any transactional fees or bank charges related to your payments. Except as required by law or expressly stated in the Terms, all Fees are non-refundable, non-transferable, and not subject to set-off.

8.4 Taxes. Taxes are not included in the Fees and will be separately itemized on your invoices if required. You will pay correctly-invoiced Taxes unless you provide a valid tax exemption certificate. You agree to pay all Fees without reduction for Taxes.

9. Modification, Suspension and Termination.

9.1 Modification or Discontinuation of Services. Except as otherwise indicated in an Order, we reserve the right to modify or discontinue all or part of our Services at any time and for any reason. In case of material changes that negatively impacts your use of the Services, we may notify you via the Platform Website or email. We are not responsible for any loss or harm related to your (or any Authorized User’s or End Customer’s) inability to access or use our Services as a result of any such modification or discontinuation.

9.2 Modification of the Terms. We may modify or terminate the Terms at any time and for any reason by posting the updated Terms on the Intrinsic Terms and Policies Directory. In case of material changes, we may notify you via the Platform Website or email. Unless we say otherwise in a notice, the modified Terms will be effective immediately. By continuing to use the Services, you agree to the modified Terms. If you do not agree to the modified Terms, you must immediately stop using the Services.

9.3 Suspension. Intrinsic may temporarily suspend your and any Authorized User’s access to the Services if (a) we reasonably believe your, your End Customer’s or any Authorized User’s use of the Services could adversely impact the Services, other customers' use of the Services, or the Intrinsic network or servers used to provide the Services; (b) there is suspected unauthorized third-party access to the Services; (c) Intrinsic reasonably believes that immediate suspension is required to comply with any applicable law; (d) you are in breach of Section 4.2 (Use Restrictions), applicable Additional Terms, or the Acceptable Use Policy; or (e) you fail to pay Fees when due. Intrinsic will lift any such suspension when the circumstances giving rise to the suspension have been resolved. At your request, Intrinsic will, unless prohibited by applicable law, notify you of the basis for the suspension as soon as is reasonably possible.

9.4 Termination. 


9.4.a Account Closure. You may cease use of the Services and close your account at any time. However, closing your account does not terminate any active Order or release you from payment obligations set forth in such Order. 

9.4.b Termination for cause. Intrinsic may terminate an Order, your account and your access to the Services immediately if Intrinsic, in its sole discretion, finds that you have breached the Terms (including failure to pay Fees when due) and you fail to cure such breach within thirty (30) days of written notice. 

9.5 Effect of Suspension and Termination.  Intrinsic will have no liability or obligation to you arising out of or in connection with any suspension or termination under this Section 9 (Modification, Suspension and Termination) and you will not be entitled to a refund of Fees. Upon termination of your account: (a) all of your rights under the Terms will immediately cease and terminate, and (b) you will immediately return to Intrinsic or destroy, at Intrinsic’s option, any and all copies of any Platform Resources or Documentation in your possession or control and, upon Intrinsic’s request, deliver a signed certification confirming such return or destruction to Intrinsic.  Additionally, if the admin account for an organization is suspended or terminated, (x) all Authorized Users associated with that account may likewise be suspended or terminated and (y) IntrinsicOS and Your Solutions may cease to function (including on any computing hardware in the possession or control of End Customers).  You agree and acknowledge that Your Content may be irretrievably deleted if your account is terminated.

9.6 Survival.  Sections 5.3 (Systems Data), 6 (Proprietary Rights), 7 (Confidentiality), 8 (Fees and Payment), 9.5 (Effect of Suspension and Termination), 9.6 (Survival), 10.3 (Disclaimer), 13 (Indemnification), 14 (Limitation of Liability), and 15 (Miscellaneous) of the Platform Terms, together with all other provisions which by their nature or context are intended by the parties to survive, will survive any expiration or termination of the Terms.

10. Representations, Warranties and Disclaimers.

10.1 Your Representations and Warranties. You hereby represent and warrant to Intrinsic that:


10.1.a you have the full right and power to enter into, and to perform according to the terms of the Terms; 

10.1.b you have the necessary rights and licenses to upload Your Materials in connection with your use of the Services; and

10.1.c the Terms constitute your legal, valid, and binding obligations.

10.2 Express Warranty.  Intrinsic warrants that the Services will function in material conformance with the Technical Specification. In the event of a defect, your sole remedy and Intrinsic’s sole liability will be for Intrinsic to use commercially reasonable efforts to correct the defect or provide a reasonable workaround.

10.3 Disclaimer.  EXCEPT AS SPECIFIED IN THE TERMS, YOU ACCEPT THAT YOUR AND YOUR END CUSTOMERS’ USE OF THE SERVICES IS "AS IS" AND "WITH ALL FAULTS, DEFECTS AND ERRORS." EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 10.2, INTRINSIC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING THE PLATFORM RESOURCES, THE DOCUMENTATION, THE PLATFORM WEBSITE AND ANYTHING ELSE FURNISHED UNDER THE TERMS. THE WARRANTIES DISCLAIMED INCLUDE BUT ARE NOT LIMITED TO ANY: (A) IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE; (B) WARRANTY ARISING FROM COURSE OF PERFORMANCE, DEALING, OR USAGE OF TRADE; (C) ANY OBLIGATION, LIABILITY, RIGHT, REMEDY OR CLAIM IN TORT, NOTWITHSTANDING ANY FAULT, NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY OF INTRINSIC (WHETHER ACTIVE, PASSIVE OR IMPUTED); AND (D) CLAIM OF INFRINGEMENT. INTRINSIC DOES NOT WARRANT THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR THAT THE SERVICES WILL BE FREE FROM ERRORS, DEFECTS OR DEFICIENCIES.  FURTHER, INTRINSIC DOES NOT WARRANT THAT YOU WILL BE ABLE TO SUCCESSFULLY COMMERCIALIZE YOUR SOLUTIONS OR ACHIEVE ECONOMIC BENEFIT BY USING THE SERVICES. ADDITIONALLY, INTRINSIC MAKES NO REPRESENTATIONS OR WARRANTIES TO ANY THIRD PARTY, INCLUDING ANY AUTHORIZED USERS OR END CUSTOMERS.

11. Repeat Infringer Policy; Copyright Complaints. 

In accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of Authorized Users who repeatedly infringe the Intellectual Property Rights of others. If you believe that any content on our Services infringe any copyright that you own or control, you may contact Intrinsic’s designated agent.

Designated Agent: Copyright Manager

Address: 640 Clyde Ct.

Mountain View, California, 94043

Email Address: dmca-agent@intrinsic.ai

If the content infringes rights protected by U.S. copyright laws, please see 17 U.S.C. § 512(c)(3) for the requirements of a proper DMCA notification. Also, please note that if you knowingly misrepresent that any activity or material on the Services is infringing, you may be liable to Intrinsic for certain costs and damages.

12. Third Party Services.

Intrinsic may provide information about third-party products, services, activities or events, or Intrinsic may allow third parties to make their content and information available on or through the Services (collectively, "Third-Party Content"). Third-Party Content is not part of the Services as defined in these Terms. Your use of Third-Party Content is governed solely by the applicable agreement between you and the third-party provider. Any dealings with third parties or interaction with any Third-Party Content is solely between you and the third party. Intrinsic does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content and your access to and use of such Third-Party Content is at your own risk.

13. Indemnification.

13.1 Indemnification by You. You will indemnify, hold harmless, and, at Intrinsic’s option, defend Intrinsic and its respective officers, directors, employees, agents, representatives, successors and assigns ("Indemnitees") from and against any and all claims, damages, obligations, losses, liabilities, allegations, demands, actions, suits, proceedings, litigation, settlements, costs and expenses (including reasonable attorneys’ fees) ("Legal Costs") in connection with any third-party claim arising from or relating to: (a) any allegation or claim that any of Your Content or your use of the Services (including in combination with Third-Party Content) by you, End Customers, or any Authorized Users, directly or indirectly violates, infringes or misappropriates any applicable law, Intellectual Property Rights, or any other right of any third party; (b) any allegation or claim that conduct relating to use of the Services by you, End Customers, or any Authorized Users, would constitute negligence or a breach of the Terms; or (c) any allegation or claim for personal injury or property damage arising from or relating to Your Content or use or operation of the Services by you, End Customers or any Authorized Users, including any such injury or damage arising from or relating to use or operation of computing hardware that runs IntrinsicOS or any other equipment controlled by such hardware. 

You will promptly notify Intrinsic of any third-party claims you become aware of, cooperate with Intrinsic and its Indemnitees in defending such claims, and pay all Legal Costs associated with defending such claims. Unless Intrinsic elects for you to defend a claim, Intrinsic and its Indemnitees will have control of the defense or settlement, at Intrinsic's sole option, of any claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Intrinsic or its Indemnitees.  For clarity, "third party" as used in Sections 13.1 and 13.2 includes any party other than you, which may include claims made by any Authorized Users or End Customers.

13.2 Intellectual Property Rights Remedies.  If a third party alleges the Services infringe or misappropriate any third party rights or if Intrinsic reasonably believes that such a claim is likely to be made, Intrinsic will have the right to: (a) modify or replace the affected portion of the Services to become non-infringing but functionally equivalent; (b) obtain for you the right to use the affected portion of the Services upon commercially reasonable terms; (c) remove the affected portion of the Services if it can be removed without material degradation of the Services; or (d) terminate your access to the Services and refund Fees for any unused portion of your current Subscription Period.

14. Limitation of Liability.

14.1 Limitation of Indirect Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THE TERMS FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, OR FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION).

14.2 Limitations on Amount of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL INTRINSIC, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE TERMS OR THE SERVICES, REGARDLESS OF THE FORM OF THE ACTION, FOR DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY YOU TO INTRINSIC IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. 

14.3 Exceptions to Limitations. THE LIMITATIONS SET FORTH IN THIS SECTION 14 WILL NOT LIMIT OR EXCLUDE LIABILITY ARISING FROM A PARTY’S OBLIGATIONS UNDER SECTION 13 (INDEMNIFICATION), A PARTY’S BREACH OF THE SECTIONS ENTITLED "USE RESTRICTIONS" (SECTION 4.2), "UNAUTHORIZED USE" (SECTION 4.3) OR A PARTY’S GROSS NEGLIGENCE, FRAUD OR MISCONDUCT.

15. Miscellaneous.

15.1 Notices. All notices to Intrinsic in connection with the Terms must be in English and in writing (may be via email). Notices of breach or termination must be sent to legal-notices@intrinsic.ai. Notices to you will be sent to the email address in your Order or associated with your account. Notice will be treated as given on receipt, as confirmed by written or electronic records. 

15.2 Publicity. You grant Intrinsic the right to use and display your company name and logo on Intrinsic’s website and in Intrinsic’s promotional materials to identify you as a customer.

15.3 Assignment. Neither party may assign any of its rights or obligations hereunder without consent; provided that either party may assign all of its rights and obligations hereunder without such consent to an Affiliate, a successor-in-interest in connection with a merger, consolidation or other corporate reorganization, or by way of a sale of substantially all of such party’s business. Any permitted assignment by you will become effective upon thirty (30) days’ prior written notice. Subject to the foregoing, this Agreement will be binding upon, inure to the benefit of and be enforceable by each of the parties and their respective successors and assigns. Any attempted assignment in violation of this Section 15.3 will be void.

15.4 Non-waiver. The failure of Intrinsic to exercise or enforce any right or provision of the Terms will not operate as a waiver of such right or provision.

15.5 Governing Law and Venue. Any dispute arising from the Terms or your use of the Services will be governed by and construed and enforced in accordance with the laws of California, without regard to conflict of law rules or principles (whether of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties will be resolved in the state or federal courts of California and the United States, respectively, sitting in Santa Clara County, CA. You and Intrinsic waive any objections to this venue. 

15.6 Severability. If any provision or part of a provision of the Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from the Terms and does not affect the validity and enforceability of any remaining provisions.

15.7 Remedies. In the event of any breach of or default under the Terms either party may suffer irreparable harm and have no adequate remedy at law.  In the event of any such breach or default, or any threat of such breach or default, the non-defaulting party will be entitled to seek injunctive relief, specific performance and other equitable relief.  Further, in any legal action or other proceeding in connection with the Terms (e.g., to recover damages or other relief), the prevailing party will be entitled to recover, in addition to any other relief to which it may be entitled, its reasonable attorneys’ fees and other costs incurred in that action or proceeding.  The rights and remedies of the parties under this Section 15.7 (Remedies) are in addition to, and not in lieu of, any other right or remedy afforded to them under any other provision of the Terms, by law or otherwise.

15.8 Interpretation.  The section titles in the Terms are for convenience only and have no legal or contractual effect. Use of the word "including" will be interpreted to mean "including without limitation."

15.9 Third Party Beneficiaries. The Terms do not confer any benefits on any third party unless they expressly state that they do. Authorized Users and End Customers are not third-party beneficiaries of the Terms.

15.10 Subcontracting. Intrinsic may utilize subcontractors in the performance of its obligations hereunder.

15.11 Entire Agreement. The Terms (for clarity, including any Additional Terms and Commercial Terms), represents the entire agreement between you and Intrinsic with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Intrinsic with respect thereto.

16. Definitions.

"Acceptable Use Policy" means the then-current acceptable use policy for the Services located at: www.intrinsic.ai/acceptable-use.

“Additional Terms” means the Robot Operating Terms of Service, the Support and Maintenance Terms, the Deployment Terms, the Subscription Plan Entitlements, and any other additional terms incorporated into any of the Terms by reference. 

"Affiliate" means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

“Confidential Information” means information that one party (or an Affiliate) discloses to the other party under or in connection with the Terms, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. 

“Control" means control of greater than 50 percent of the voting rights or equity interests of a party.

“Content” or "Your Content" means Your Materials and Your Works collectively.

Deployment Services” means assistance configuring equipment, deploying Your Solutions, or training Authorized Users, or any other Services designated as ‘Deployment Services’ in an applicable Order. 

"Deployment Services Terms" means the Additional Terms applicable to Deployment Services, which are located at https://www.intrinsic.ai/legal/deployment-terms

“Documentation" means Intrinsic’s documentation (as may be updated from time to time) in the form generally made available by Intrinsic to you and End Customers for use with the Services, and any (original) user guides and manuals Intrinsic provides to you and End Customers for internal use.

"End Customer" means any individual or entity permitted by you to access and use Your Solutions and IntrinsicOS.

"Export Control Laws" means all applicable export control and sanctions laws and regulations including (a) the Export Administration Regulations maintained by the U.S. Department of Commerce, (b) trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control, and (c) the International Traffic in Arms Regulations maintained by the U.S. Department of State.

"Intellectual Property" means anything protectable by an Intellectual Property Right.

"Intellectual Property Right" means any patent, copyright, trademark, trade name, trade dress, trade secret, moral right, right of attribution or integrity or other Intellectual Property or proprietary right.

"Intrinsic" or "we" means Intrinsic Innovation LLC and its Affiliates. Intrinsic is an AI robotics group at Google.

"IntrinsicOS" means the Intrinsic control software system image for computing hardware. IntrinsicOS is part of the Services, and the Robot Operating Terms of Service apply to IntrinsicOS. 

"Legal Process" means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, or other valid legal authority, legal procedure, or similar process.

"Order" means (a) an ordering document (such as an Order Form) signed by both parties that incorporates the Terms and specifies the Services and corresponding Fees; or (b) if you purchase access to the Services through the Platform Website, the applicable webpage or digital checkout summary where you make such purchase, describing the ordered Services and corresponding Fees.

"Platform Resources" means any portion of the Services that consists of development environments, previously authored code, sample workflows, SDKs, templates or other tools or software resources made available via the Services or furnished to you by Intrinsic for use with the Services, together with any derivative works, modifications, updates or upgrades thereto. For clarity, IntrinsicOS is not part of the Platform Resources. 

"Platform Website" means the website currently accessible through flowstate.intrinsic.ai or a successor or replacement site designated by Intrinsic.

"Robot Operating Terms of Service" means the Additional Terms that govern the installation and use of IntrinsicOS with robotic hardware and the deployment of Your Solutions, located at https://www.intrinsic.ai/legal/robot-operating-terms

"Services" means the Platform Resources, IntrinsicOS, the Platform Website, the Support Services, the Deployment Services, and all other associated services and material (including all text, designs, graphics and other files available thereon, and our selection and arrangement thereof) made available by Intrinsic, including any updates. Any additional services and materials identified in an Order will also be regarded as part of the Services. The "Services" includes any machine learning algorithms or artificial intelligence systems, including any architectures, models, or weights, that are created, trained, tested, or otherwise improved using Your Materials or Systems Data.

"Subscription Plan" means the specific tier of Services (e.g. Small, Medium, Large) identified in an Order or on the Platform Website. Each Subscription Plan includes a designated level of features, quotas, and usage rights as described in the Subscription Plan Entitlements.

"Subscription Plan Entitlements" means the Additional Terms that describe the specific entitlements and quotas (such as storage, VM hours, and ML training credits) for each Subscription Plan.

“Support Services” means the limited technical support provided by Intrinsic subject to the Support and Maintenance Terms.  

"Support and Maintenance Terms" means the Additional Terms that govern Intrinsic’s support and maintenance offering, located at https://www.intrinsic.ai/legal/support-terms.

"Tax(es)" means all government-imposed tax obligations (including taxes, duties, and withholdings), except those based on net income, net worth, asset value, property value, or employment.

“Technical Specification” means the then-current technical specifications document (currently available at https://www.intrinsic.ai/legal/technical-specifications or provided to you) that describes the features, functionality, and limitations of the Services.

"Your Materials" means any files or other materials, such as 3D model files, that you or your End Customers upload or otherwise transmit to the Services.

"Your Works" means the contents of any of Your Solutions, excluding (a) Your Materials, and (b) any Platform Resources incorporated therein.