Terms of Service

This Master Subscription Agreement (the "Agreement") is between EraShift Studio LLC, a Texas limited liability company ("EraShift", "we", "us" or "our"), and the business that accepts it or signs an Order Form that references it ("Customer" or "you").

How this Agreement is formed. You accept this Agreement when you (a) sign an Order Form that references it, or (b) click to accept it in the Service. The person who accepts or signs states that they have authority to bind Customer. If they do not have that authority, they may not accept this Agreement and may not use the Service. The Service is for businesses only. It is not offered to consumers.

1. Definitions

Capitalized terms have the meanings below. Other terms are defined where they first appear in bold.

1.1 "Addenda" means: (a) the Engineering Content Disclaimer and Export Terms at pitchlume.ai/legal/engineering-disclaimer; (b) the AI Terms in Part 2 of the AI Use and Data Policy at pitchlume.ai/legal/ai-data-processing; (c) the Restricted Data Policy at pitchlume.ai/legal/restricted-data; and (d) any other addendum the parties sign or that an Order Form selects. The service level terms in Part B of the Service Levels and Support Policy at pitchlume.ai/legal/service-levels are an Addendum only if an Order Form selects them.

1.2 "Acceptable Use Policy" means EraShift's Acceptable Use Policy at pitchlume.ai/legal/acceptable-use, as updated under Section 26.4.

1.3 "Affiliate" means an entity that controls, is controlled by, or is under common control with a party, where "control" means owning more than 50% of the voting interests.

1.4 "AI Features" means the features of the Service that use machine learning or generative models to read, extract, generate, summarize, transcribe, research or propose content, as described in the AI Use and Data Policy.

1.5 "Authorized User" means an employee or individual contractor of Customer or its Affiliates whom Customer invites to a Workspace as a member.

1.6 "Credits" means units that measure use of AI Features and certain other metered features, as described in Section 8.

1.7 "Customer Content" means catalog material, drawings (including Sealed Originals), CAD and 3D files, data sheets, rating tables, calculation methods, specifications, images, documents, recordings, contact records and any other files or data that Customer, its Authorized Users or its Guests upload to or enter in the Service, and prompts and instructions they give to AI Features.

1.8 "Customer Data" means Customer Content and Output, together with other data about Customer's use of the Service that identifies Customer, an Authorized User or a Guest. Customer Data does not include Usage Data.

1.9 "Documentation" means EraShift's user guides, help pages and policies for the Service that EraShift makes available to Customer, as updated from time to time.

1.10 "DPA" means the Data Processing Addendum at pitchlume.ai/legal/dpa.

1.11 "Fees" means the fees stated in an Order Form or, for purchases made in the Service, the fees shown at the time of purchase.

1.12 "Guest" means an individual who is not an Authorized User and whom Customer or its Authorized Users give access to Customer's content, including distributors, licensees, Customer's own customers, and anyone who opens a share link, embed or presentation link created in Customer's Workspace.

1.13 "Order Form" means an ordering document or online purchase flow, signed or accepted by both parties, that references this Agreement and states the plan, Subscription Term, Fees, Credits and other commercial terms.

1.14 "Output" means content that the Service generates for Customer, including generated 3D models, generated drawings, renders, images, videos, decks, documents, campaign and email drafts, summaries, transcripts, extracted values and other text.

1.15 "Restricted Data" has the meaning in Section 5.1.

1.16 "Sealed Original" means a drawing, calculation or other document as issued, sealed or approved by Customer's engineer of record or other responsible professional, uploaded to the Service and stored unchanged.

1.17 "Service" or "Pitchlume" means EraShift's hosted software service known as Pitchlume, at pitchlume.ai, app.pitchlume.ai and related domains, including the Documentation, and any updates EraShift makes generally available. The Service does not include Third-Party Services.

1.18 "Subprocessor" has the meaning in the DPA. The current list is at pitchlume.ai/legal/subprocessors.

1.19 "Subscription Term" means the term stated in the Order Form, and each renewal term.

1.20 "Third-Party Services" means products, services or integrations not provided by EraShift that Customer chooses to connect to or use with the Service (for example Customer's own CRM, visitor identification service or sending domain).

1.21 "Usage Data" means data about the operation and use of the Service (for example feature use, performance, error and Credit consumption data), aggregated and de-identified so that it does not identify Customer, any individual, or any Customer Content.

1.22 "Workspace" means a separate, isolated area of the Service provisioned for Customer, with its own members, Guests, content and settings.

2. The Service

2.1 Access and use. Subject to this Agreement and payment of the Fees, EraShift grants Customer a non-exclusive, non-transferable (except under Section 26.1), non-sublicensable right during the Subscription Term to access and use the Service, and to let its Authorized Users and Guests access it, for Customer's internal business purposes and to present, share and sell Customer's own products, within the limits of the Order Form and the Documentation.

2.2 Plan limits. The Order Form states the plan and its limits (for example Authorized Users, Guests, brands, products, Workspaces and included Credits). If Customer exceeds a limit, EraShift may ask Customer to buy the additional capacity at the then-current rates, and Customer will either do so or reduce its use to the limit.

2.3 Changes to the Service. EraShift continuously develops the Service and may change it. EraShift will not make a change during a Subscription Term that materially reduces the core functionality of the Service that Customer has paid for, except as required by law, to address a security risk, or because a third-party provider withdraws a capability. If a change of that kind materially and adversely affects Customer, Customer may terminate the affected Order Form within 30 days after the change by notice, and EraShift will refund any prepaid Fees for the remainder of the Subscription Term.

2.4 Affiliates. Customer's Affiliates may use the Service under Customer's Order Form. Customer is responsible for their compliance with this Agreement. An Affiliate may sign its own Order Form under this Agreement, and is then the "Customer" for that Order Form.

2.5 Evaluation. If EraShift provides an evaluation or preview of the Service without a paid plan (for the period and with the Credits shown in the Service), the evaluation is provided under Section 21 (Beta, Preview and Evaluation Features), at no charge, and ends at the end of the evaluation period unless Customer orders a plan.

3. Authorized Users and Guests

3.1 Accounts. Customer controls who is an Authorized User and what role each has in its Workspace. Each account is for one individual. Customer will make sure that credentials are not shared and that Authorized Users keep their sign-in methods (password, emailed sign-in codes and trusted devices) secure.

3.2 Guests. Customer decides which Guests can see which content, through content grants, share links, embeds and presentation links. Guests use the Service under the terms EraShift shows them, but Customer remains responsible for its decision to share content with Guests, for what Guests can see, and for Guests' use of what Customer shares. Share links remain active until Customer revokes them or as Customer configures them in the Service.

3.3 Responsibility for users. Customer is responsible for the acts and omissions of its Authorized Users and Guests in connection with the Service as if they were Customer's own, and for their compliance with this Agreement and the Acceptable Use Policy. Authorized Users also accept the Software License and User Terms (pitchlume.ai/legal/license) at first sign-in, but those terms do not reduce Customer's responsibility under this Agreement.

3.4 Downloads and exports. Customer's Workspace admins control which roles may download or export files. By default, downloads are off for Authorized Users who are not admins until a Workspace admin turns them on. Printed sealed drawings carry a watermark, and exported files carry an embedded notice, that name the Workspace and the time (printed sealed drawings also name the person's company), and each print and export is recorded in the audit trail with the person who made it. Customer is responsible for copies that leave the Service, and will not remove or alter watermarks, labels or disclaimers.

3.5 Unauthorized access. Customer will notify EraShift promptly at help@pitchlume.ai if it learns of unauthorized use of an account or the Service.

4. Customer obligations and acceptable use

4.1 Customer's responsibilities. Customer is responsible for: (a) the accuracy, quality, legality and currency of Customer Content, including keeping Sealed Originals current; (b) having all rights, licenses, consents and notices needed for EraShift to process Customer Content as this Agreement describes, including consents of individuals whose personal information is in Customer Content; (c) its use of Output; and (d) its configuration of the Service, including roles, downloads, share links and integrations.

4.2 Restrictions. Customer will not, and will not permit anyone to: (a) sell, resell, rent, lease or provide the Service to third parties as a service bureau, except for Guest access as permitted in Section 3.2; (b) copy, modify, translate or create derivative works of the Service; (c) reverse engineer, decompile or disassemble the Service, or attempt to discover its source code, models, prompts or underlying algorithms, except to the extent applicable law expressly permits despite this restriction; (d) access the Service to build a competing product or to copy its features, design or Output formats; (e) circumvent access controls, plan limits, Credit metering, watermarks, labels, disclaimers, rate limits or security measures; (f) probe, scan or test the Service's vulnerabilities without EraShift's prior written permission; (g) use the Service in violation of law or the Acceptable Use Policy; (h) upload malicious code; or (i) upload Restricted Data, except as Section 5 describes.

4.3 Email and communications. The Service does not email Customer's customers or prospects automatically. When Customer's Authorized Users send email or other messages through the Service, Customer is the sender and is responsible for complying with applicable law, including the CAN-SPAM Act and state laws, for having a lawful basis to contact each recipient, for the content of each message, and for honoring opt-outs. EraShift may block or limit a Workspace's outbound email to protect the Service, its sending reputation or recipients.

4.4 Recordings. If Customer uploads meeting recordings or uses transcription, Customer is responsible for giving all notices and obtaining all consents that recording and transcription laws require, including in states that require the consent of every party.

4.5 Third-Party Services. Customer's use of a Third-Party Service (including a CRM, a visitor identification service or Customer's own sending domain) is between Customer and the third party. When Customer enables an integration, Customer authorizes EraShift to exchange Customer Data with that Third-Party Service as needed for the integration. EraShift is not responsible for Third-Party Services, and they are not Subprocessors.

4.6 Copyright complaints. EraShift handles claims that content in the Service infringes a copyright under its Copyright and DMCA Policy at pitchlume.ai/legal/copyright, and may remove or disable content and suspend repeat infringers as that policy describes.

5. Restricted Data

5.1 Definition. "Restricted Data" means any of the following: (a) technical data controlled under the International Traffic in Arms Regulations (ITAR); (b) technology or software controlled under the Export Administration Regulations (EAR) with an Export Control Classification Number other than EAR99; (c) Controlled Unclassified Information (CUI), data marked with Department of Defense distribution statements B through F, and covered defense information under DFARS 252.204-7012; (d) nuclear technology controlled under 10 CFR Part 810, Safeguards Information, or Unclassified Controlled Nuclear Information; (e) classified information; (f) Critical Energy/Electric Infrastructure Information (CEII), Sensitive Security Information (SSI), Chemical-terrorism Vulnerability Information (CVI), or Protected Critical Infrastructure Information (PCII); (g) third-party material that Customer holds under an agreement that limits cloud storage or AI processing of it; (h) protected health information under HIPAA; and (i) sensitive personal information such as government identification numbers, financial account numbers, biometric data, or precise geolocation of individuals. The Restricted Data Policy lists the categories in more detail.

5.2 Not allowed. EraShift does not encourage or allow Restricted Data in the Service, and Customer will not upload, submit or process it. The Service is not designed, authorized or offered for Restricted Data. It is not a FedRAMP, GovCloud, CMMC or ITAR-compliant environment, and EraShift's providers' terms prohibit export-licensed and ITAR-controlled input on the commercial services the Service uses. Those provider restrictions bind EraShift and, through this Agreement, bind Customer.

5.3 Customer's representation. Customer represents and warrants that it has, and will apply, its own controls to classify its data and to keep Restricted Data out of the Service. Classification of Customer Content under export-control and other laws is solely Customer's responsibility. Any declaration that the Service asks for, and any response to a detection notice, is Customer's own determination; EraShift does not review or verify it.

5.4 If Restricted Data is uploaded anyway. If Customer, an Authorized User or a Guest uploads Restricted Data, including after answering a declaration or accepting a consent screen in the Service: (a) Customer bears all responsibility and liability for that upload and its processing, storage, transmission and any resulting violation of law or contract; (b) EraShift may, without liability, delete the Restricted Data and anything derived from it, stop or suspend processing, and suspend the affected features or accounts under Section 20; (c) Customer will cooperate with EraShift's reasonable requests to identify and remove it; and (d) Customer's indemnity in Section 17.2 applies.

5.5 The declaration and consent screens are a record, not permission. Before files are processed, the Service asks the person uploading them whether any file contains Restricted Data, and its code checks file names, text and title blocks for restricted-data markings before any AI call. A person who answers "Yes" or "Not sure", or whose files carry such markings, may decline the files (they are removed and never processed) or accept responsibility and continue. A choice to continue is Customer's own decision, made by a person Customer authorized, at Customer's sole risk. It records who decided and when. It is not EraShift's approval, license, classification or waiver of this Section 5; EraShift does not review it; and Sections 5.4 and 17.2(b) apply in full. Customer controls which roles may give that consent in its Workspace.

5.6 No export services. EraShift does not obtain export licenses, does not classify data, and does not guarantee that only US persons have access to Customer Data or that it stays within a controlled environment.

6. Engineering disclaimer: representation only

6.1 Representation, not engineering documents. The Service is a tool for visualization, presentation and conversation about Customer's products. Generated 3D models, generated drawings, renders, configured or modified designs, extracted values and other Output are representations. They are not engineering documents, are not sealed, and are not a substitute for the Sealed Original.

6.2 Sealed Original governs. The Sealed Original is the document of record. Where the Service shows both, the Sealed Original controls over any Output. For fabrication, procurement, installation, load rating or any safety-related decision, Customer and its Guests must use the current Sealed Original obtained from the engineer of record.

6.3 Not engineering advice. EraShift does not provide professional engineering services, does not practice engineering, and does not review, check, approve or seal designs. Output is not engineering advice.

6.4 Customer's responsibility. Customer and its engineer of record are solely responsible for designs, ratings, specifications, fabrication, installation, safety and compliance with codes and standards, and for any decision made using the Service or Output.

6.5 Engineering Content Disclaimer and Export Terms. The Engineering Content Disclaimer and Export Terms are part of this Agreement and give more detail, including how Sealed Originals are stored, how labels work, and the terms that apply to exported files.

7. AI Features

7.1 AI Terms. Customer's use of AI Features is subject to the AI Terms (Part 2 of the AI Use and Data Policy), which are part of this Agreement.

7.2 Human confirmation. Uploaded and AI-generated content is published in Customer's Workspace only after a person in the Workspace confirms it. The Service records who confirmed and when. The person who publishes acts for Customer, and Customer is responsible for what is published.

7.3 No training. EraShift does not use Customer Content or Output to train or fine-tune AI models, and does not use one customer's content for another customer. EraShift uses AI providers on commercial terms under which they do not train on Customer Data.

8. Fees, Credits, invoicing and taxes

8.1 Fees. Customer will pay the Fees in the Order Form or shown at purchase. Fees are in US dollars. Except as this Agreement expressly states, Fees are non-cancelable and non-refundable, and plan quantities cannot be reduced during a Subscription Term.

8.2 Credits. Use of AI Features and certain other features consumes Credits at the rates EraShift shows in the Service to Workspace admins, or as an Order Form states.

(a) Included Credits come with Customer's plan for each calendar month, are used first, and expire at the end of that month.

(b) Purchased Credits (credit packs and automatic recharges) carry over from month to month and expire 12 months after purchase.

(c) Granted Credits that EraShift gives without charge expire on the date EraShift states, or 90 days after the grant if no date is stated.

(d) Credits are a prepaid right to use the Service. They have no cash value, are not property, cannot be transferred between Workspaces or customers, and are not refundable, except under Sections 2.3, 10.4 or 15.2.

(e) When Customer's Credit balance reaches zero, the Service stops new AI work. Work already running may finish and may take the balance below zero by up to the grace amount shown in the Service; that amount is deducted from the next month's Credits.

(f) EraShift may change Credit consumption rates on at least 30 days' notice in the Service. A change does not affect Credits consumed before it takes effect. If an Order Form fixes a rate, the Order Form controls for its Subscription Term.

(g) Workspace admins may set budgets for people and agents. Budgets are a convenience control and do not limit Customer's responsibility for Fees it authorizes.

8.3 Automatic recharge. If a Workspace admin turns on automatic recharge, Customer authorizes EraShift (through its payment processor) to charge Customer's saved payment method for the selected credit pack each time the balance falls to the chosen threshold, subject to the limits shown in the Service. Customer can turn it off at any time. If a charge fails, automatic recharge pauses until a Workspace admin turns it back on.

8.4 Payment. Unless an Order Form states otherwise: (a) plan Fees are billed monthly in advance, or annually in advance for annual plans, through EraShift's payment processor, and are charged automatically to Customer's payment method; and (b) Fees under an Order Form that provides for invoicing are due 30 days after the invoice date. EraShift's payment processor (currently Stripe) handles card data; EraShift does not store full card numbers. Customer authorizes these charges and will keep its payment and billing contact information current.

8.5 Taxes. Fees do not include taxes. Customer will pay all sales, use, value-added, withholding and similar taxes on the Service, other than taxes on EraShift's net income. The Service may be subject to Texas sales and use tax (and to tax in other states where Customer uses it), and EraShift will add tax to invoices where required. If Customer claims an exemption, it will provide a valid exemption certificate. If Customer must withhold tax by law, it will gross up its payment so EraShift receives the full Fees.

8.6 Disputes. If Customer disputes a charge in good faith, it will notify EraShift in writing within 30 days after the charge or invoice, with reasons, and pay the undisputed amount. The parties will work together to resolve the dispute promptly. Sections 9.2 and 9.3 do not apply to an amount disputed in good faith while the parties are working to resolve it.

9. Late payment and suspension for non-payment

9.1 Late payment. Overdue amounts accrue interest at the lesser of 1.0% per month or the highest rate the law allows, from the due date until paid. Customer will reimburse reasonable costs of collection, including attorneys' fees, for amounts overdue more than 30 days.

9.2 Past-due steps. If a payment is past due (for example a declined charge), the Service currently applies these steps, which EraShift may waive or change on notice in the Service:

(a) Days 1 through 7 after the payment becomes past due: the Service works normally.

(b) From day 8: Customer receives no new included monthly Credits until payment is made. Purchased Credits can still be used.

(c) From day 22: AI Features are turned off until payment is made.

Non-AI features of the Service continue to work during these steps.

9.3 Suspension. If an undisputed amount is more than 30 days past due, EraShift may, after at least 10 days' written notice, suspend Customer's access to the Service (in whole or part) until the amount is paid. EraShift will restore access promptly after payment.

10. Term, renewal and termination

10.1 Term. This Agreement starts when Customer first accepts it or signs an Order Form and continues until all Order Forms have ended, unless terminated earlier under this Section 10. If Customer uses the Service without an Order Form (for example during an evaluation), this Agreement continues while that use continues.

10.2 Renewal. Unless the Order Form states otherwise, each Subscription Term renews automatically for a period equal to the initial term (or one year, if shorter), unless either party gives notice of non-renewal at least 30 days before the end of the current term. EraShift may increase Fees for a renewal term by notice at least 45 days before the end of the current term, unless the Order Form fixes renewal pricing.

10.3 Termination for cause. Either party may terminate this Agreement or an Order Form by notice if the other party: (a) materially breaches it and does not cure the breach within 30 days after notice describing it; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of bankruptcy, receivership or similar proceedings that are not dismissed within 60 days.

10.4 Effect of termination. When an Order Form ends: (a) Customer's right to use the Service under it ends, subject to Section 11; (b) Customer will pay all Fees accrued through the end date; (c) if Customer terminates for EraShift's uncured breach under Section 10.3, EraShift will refund prepaid Fees for the remaining Subscription Term and the purchase price of unused, unexpired purchased Credits; (d) if EraShift terminates for Customer's uncured breach, Customer will pay any unpaid Fees for the remainder of the Subscription Term; and (e) otherwise, unused Credits are forfeited.

10.5 Survival. Sections 1, 4.2, 5.4, 5.5, 6, 8 (for amounts owed), 9.1, 10.4, 10.5, 11, 12, 13, 16, 17, 18, 23, 24, 25 and 26 survive termination.

11. Data export and deletion

11.1 During the Subscription Term. Customer may download its Customer Content and Output through the features of the Service, subject to its own download settings.

11.2 Export window. For 30 days after an Order Form ends (the "Export Window"), EraShift will, on Customer's written request to help@pitchlume.ai, provide an export of Customer Content and Output that the Service still holds: original uploaded files as stored, with their SHA-256 hashes, and structured data in a commonly used machine-readable format (such as CSV or JSON). During the Export Window, EraShift may limit Customer's access to read-only or export-only access. Calculation tables held server-side are exported to Customer only, as structured data.

11.3 Deletion. After the Export Window, EraShift will delete Customer Data from the active systems of the Service within 90 days, except: (a) copies in backups, which are deleted as the backups expire on our hosting provider's normal backup cycle and are not restored except for disaster recovery; (b) records EraShift must keep by law; and (c) billing, audit and security records, which EraShift keeps as described in the DPA and its privacy policy. This Agreement's confidentiality and security obligations continue to apply to anything retained.

11.4 Deletion on request. Customer may ask EraShift to delete Customer Data earlier, and EraShift will do so within the same period.

11.5 How requests are handled today. Workspace export and deletion are carried out by EraShift's staff on request; there is no self-service tool yet. EraShift will confirm completion in writing on request.

12. Confidentiality

12.1 Definition. "Confidential Information" means non-public information that one party (the "Discloser") discloses to the other (the "Recipient") under this Agreement that is marked confidential or that a reasonable person would understand to be confidential from its nature and the circumstances. Customer's Confidential Information includes Customer Data. EraShift's Confidential Information includes the non-public parts of the Service, pricing, Order Forms and security documents. Confidential Information does not include information that the Recipient can show: (a) is or becomes public through no fault of the Recipient; (b) the Recipient knew without a duty of confidentiality before receiving it; (c) the Recipient received from a third party without a duty of confidentiality; or (d) the Recipient developed independently without using it.

12.2 Obligations. The Recipient will: (a) use Confidential Information only to perform under or exercise its rights under this Agreement; (b) not disclose it except to its and its Affiliates' employees, contractors, advisers and Subprocessors who need to know it for that purpose and are bound by confidentiality obligations at least as protective as these; and (c) protect it with at least reasonable care. The Recipient is responsible for those people's compliance.

12.3 Required disclosure. The Recipient may disclose Confidential Information if required by law or court order, if it gives the Discloser prompt notice (where legally permitted) and reasonable help, at the Discloser's cost, to seek a protective order, and discloses only what is required.

12.4 Duration. These obligations last during the term and for 3 years after it ends, and for trade secrets and Customer Data for as long as they remain trade secrets or are held by the Recipient.

12.5 Remedies. Unauthorized disclosure may cause irreparable harm, and the Discloser may seek injunctive relief in addition to other remedies.

13. Intellectual property and ownership

13.1 EraShift's property. EraShift and its licensors own the Service, including its software, AI engine, generators, models, prompts, templates, workflows, Documentation, and all improvements and derivatives of them, whoever suggested them, and all intellectual property rights in them. Except for the rights expressly granted in this Agreement, EraShift reserves all rights.

13.2 Customer's property. As between the parties, Customer owns Customer Content, including its drawings, CAD files, rating tables and calculation methods. Customer grants EraShift and its Subprocessors a worldwide, non-exclusive, royalty-free license during the term (and during Section 11) to host, copy, process, transmit, display and create derivative works of Customer Content only to provide, secure and support the Service for Customer, as Customer directs through its use of the Service, and as required by law.

13.3 Output. As between the parties, and subject to EraShift's rights in the Service and the underlying generators, templates and models, Customer owns Output generated from Customer Content, and EraShift assigns to Customer any rights it has in that Output. Output may include elements of the Service (for example templates, layouts or generic geometry) that are not unique to Customer; EraShift grants Customer a non-exclusive, perpetual license to use those elements as part of the Output. Output may not be protectable by copyright, and similar Output may be generated for others from their own content.

13.4 Calculation methods stay server-side. EraShift will keep Customer's rating tables and calculation methods on the server side of the Service, will not deliver a full table or formula to a browser, and will return results one query at a time, as described in the Documentation.

13.5 Feedback. If Customer or its users give EraShift suggestions or feedback about the Service, EraShift may use them without restriction or obligation. Feedback does not include Customer Data or Customer's Confidential Information, and EraShift will not identify Customer as its source without consent.

13.6 Usage Data. EraShift may collect and use Usage Data to operate, secure, support and improve the Service and to develop new services, and for billing and reporting. Usage Data will not identify Customer or any individual, and will not include or reveal Customer Content. EraShift will not attempt to re-identify Usage Data.

13.7 No training on Customer Content. EraShift will not use Customer Content or Output to train, fine-tune or improve any AI model, and will not use one customer's Customer Content or Output to provide the Service to another customer.

14. Security and data protection

14.1 Security. EraShift will maintain administrative, technical and physical safeguards designed to protect Customer Data, as described in Annex 2 of the DPA and in EraShift's Security Overview at pitchlume.ai/legal/trust. EraShift will not materially reduce the overall protection of those safeguards during a Subscription Term.

14.2 DPA. The DPA applies to personal information in Customer Data and is part of this Agreement.

14.3 US hosting. EraShift stores Customer Data in the United States and uses Subprocessors that process it in the United States, except where the Subprocessor List states otherwise for a named, optional feature.

14.4 EraShift personnel. EraShift personnel access Customer Data only as needed to provide, secure and support the Service, to comply with law, or at Customer's request. Changes EraShift makes to a Workspace through its administrative console are recorded with the target Workspace.

14.5 Customer's security. Customer is responsible for securing its own systems, devices and accounts, for the roles it assigns, and for its use of downloads, share links and integrations.

15. Warranties

15.1 Mutual. Each party warrants that it has the authority to enter into this Agreement and that its performance will comply with laws that apply to it.

15.2 EraShift's warranties. EraShift warrants that during the Subscription Term: (a) the Service will perform materially as described in the Documentation; and (b) EraShift will not knowingly introduce malicious code into the Service. If EraShift breaches Section 15.2(a), and Customer gives notice within 30 days after discovering it, EraShift will use reasonable efforts to correct the non-conformity. If EraShift cannot do so within 30 days after the notice, either party may terminate the affected Order Form, and EraShift will refund prepaid Fees for the remainder of the Subscription Term and the purchase price of unused, unexpired purchased Credits. This is Customer's sole remedy for breach of Section 15.2(a). This warranty does not apply to AI Features' Output, Beta Features, evaluations, free use, or problems caused by Customer, Third-Party Services or misuse.

15.3 Customer's warranties. Customer warrants that: (a) it has all rights and consents needed for Customer Content and for EraShift to process it under this Agreement; (b) Customer Content and its use of the Service do not violate law or third-party rights; and (c) it will comply with Section 5 (Restricted Data).

16. Disclaimers

16.1 EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE, OUTPUT, BETA FEATURES AND EVALUATIONS ARE PROVIDED "AS IS" AND "AS AVAILABLE". EraShift AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

16.2 WITHOUT LIMITING SECTION 16.1, EraShift DOES NOT WARRANT THAT: (a) THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; (b) OUTPUT, INCLUDING EXTRACTED VALUES, GENERATED GEOMETRY, DIMENSIONS, RATINGS, BILLS OF MATERIALS OR TEXT, WILL BE ACCURATE, COMPLETE, CURRENT OR CONSISTENT WITH THE SEALED ORIGINAL; OR (c) THE SERVICE OR OUTPUT IS SUITABLE FOR ANY ENGINEERING, FABRICATION, PROCUREMENT, INSTALLATION OR SAFETY PURPOSE. OUTPUT IS A REPRESENTATION, NOT AN ENGINEERING DOCUMENT.

16.3 EraShift is not responsible for Third-Party Services, for the internet or networks outside its control, or for delays or failures caused by them.

16.4 High-risk use. The Service is not designed for, and Customer will not use it or Output for, any use where an error or failure could lead to death, personal injury, or serious physical or environmental damage, including as the basis for structural, pressure, load or safety decisions.

17. Indemnification

17.1 By EraShift. EraShift will defend Customer and its Affiliates, and their officers, directors and employees, against any claim by a third party alleging that the Service, as provided by EraShift and used by Customer under this Agreement, infringes a United States patent, copyright or trademark or misappropriates a trade secret (an "IP Claim"), and will pay the damages, costs and attorneys' fees finally awarded against them or agreed in a settlement EraShift approves.

(a) Exclusions. EraShift has no obligation for an IP Claim to the extent it arises from: (i) Customer Content, or Output to the extent derived from Customer Content, prompts or instructions; (ii) a combination of the Service with anything not provided by EraShift, if the claim would not have arisen without the combination; (iii) a modification not made by EraShift; (iv) Third-Party Services; (v) Beta Features, evaluations or free use; (vi) use in breach of this Agreement; or (vii) continued use after EraShift provides a non-infringing alternative.

(b) Remedies. If the Service is, or EraShift believes it may be, subject to an IP Claim, EraShift may at its option and cost: (i) get the right for Customer to continue using it; (ii) modify it to be non-infringing without materially reducing its functionality; or (iii) if neither is commercially reasonable, terminate the affected Order Form and refund prepaid Fees for the remainder of the Subscription Term.

(c) This Section 17.1 states EraShift's entire liability and Customer's exclusive remedy for IP Claims.

17.2 By Customer. Customer will defend EraShift and its Affiliates, and their members, managers, officers, employees and contractors, against any claim by a third party (including a Guest, Customer's customers, a government authority, or a person injured or a party suffering loss), and will pay the damages, fines, penalties, costs and attorneys' fees finally awarded or agreed in a settlement Customer approves, to the extent arising from or relating to:

(a) Customer Content, including a claim that it infringes or misappropriates a third party's rights or violates privacy or other law;

(b) Restricted Data uploaded, submitted or processed in the Service by Customer, its Authorized Users or its Guests, including any violation of export-control, sanctions, CUI, nuclear or security-information laws or third-party agreements;

(c) use of the Service in breach of Section 4 or the Acceptable Use Policy, including email or messages sent by Customer's users;

(d) use of, or reliance on, Output (including by Customer's Guests and customers) for engineering, design, fabrication, procurement, installation, rating or safety purposes, or any failure to use the Sealed Original for those purposes; or

(e) Third-Party Services that Customer enables.

EXPRESS NEGLIGENCE NOTICE. CUSTOMER'S OBLIGATIONS UNDER SECTIONS 17.2(b) AND 17.2(d) APPLY EVEN IF THE CLAIM ALLEGES OR ARISES IN PART FROM THE ORDINARY NEGLIGENCE OF EraShift OR ANOTHER INDEMNIFIED PERSON. THEY DO NOT APPLY TO THE EXTENT A CLAIM IS FINALLY DETERMINED TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF EraShift.

17.3 Procedure. The indemnified party will: (a) give the indemnifying party prompt written notice of the claim (a delay relieves the indemnifying party of its obligation only to the extent it is prejudiced); (b) give the indemnifying party sole control of the defense and settlement, except that the indemnifying party may not, without consent, settle a claim in a way that admits fault of, or imposes a non-monetary obligation on, the indemnified party; and (c) give reasonable cooperation at the indemnifying party's cost. The indemnified party may take part with its own counsel at its own cost.

18. Limitation of liability

18.1 Exclusion of indirect damages. EXCEPT FOR UNLIMITED CLAIMS, NEITHER PARTY WILL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS OR GOODWILL, COST OF COVER, OR LOSS OF DATA OR USE, EVEN IF ADVISED OF THEIR POSSIBILITY. Without limiting the foregoing, EraShift is not liable for the cost of material, fabrication, rework, installation, delay or replacement arising from use of or reliance on Output.

18.2 General cap. EXCEPT FOR UNLIMITED CLAIMS AND CLAIMS UNDER SECTION 18.4, EACH PARTY'S TOTAL LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO EraShift UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. For use of the Service without Fees (evaluations, Beta Features or free use), EraShift's total liability will not exceed US$100.

18.3 Unlimited Claims. "Unlimited Claims" means: (a) Customer's obligation to pay Fees; (b) Customer's defense and indemnity obligations under Section 17.2; (c) a party's breach of Section 12 (Confidentiality), other than a breach by EraShift that involves Customer Data, which is a Data Breach Claim; (d) a party's gross negligence, willful misconduct or fraud; and (e) Customer's breach of Section 4.2 or Section 5. The caps in Section 18.2 do not apply to Unlimited Claims.

18.4 Data Breach Claims and IP Claims. "Data Breach Claims" means claims arising from EraShift's breach of its confidentiality, security or data protection obligations under this Agreement or the DPA that results in unauthorized access to, or loss or disclosure of, Customer Data. EraShift's total liability for Data Breach Claims, and separately its total liability for its defense and indemnity obligations under Section 17.1, will not exceed 2 times the Fees paid or payable in the 12 months before the event giving rise to the claim (the "Super-Cap"). Amounts paid under the Super-Cap do not reduce the general cap, and amounts paid under the general cap count toward the Super-Cap.

18.5 Application. These limits apply to all theories of liability, including contract, tort (including negligence), strict liability and statute, and survive the failure of any limited remedy. The parties agree that these limits are a reasonable allocation of risk and are reflected in the Fees.

18.6 Time to bring a claim. A party must bring any claim under or in connection with this Agreement within 2 years after the claim accrues, unless the law requires a longer period.

19. Insurance

19.1 Reserved. This Agreement makes no insurance commitment. Any insurance requirement applies only if an Order Form states it.

20. Suspension

20.1 Grounds. EraShift may suspend access to all or part of the Service for Customer, a Workspace, an Authorized User or a Guest if EraShift reasonably believes that: (a) the use poses a security risk to the Service or others, or may harm EraShift, its other customers or third parties; (b) the use violates Section 4, Section 5 or the Acceptable Use Policy; (c) suspension is required by law or a government authority; or (d) Section 9.3 applies.

20.2 Scope and notice. EraShift will limit a suspension to what is reasonably needed, give notice before suspending where practicable (and otherwise promptly after), and restore access promptly once the cause is resolved. Suspension does not relieve Customer of its obligation to pay Fees, except where the suspension resulted from EraShift's own breach.

21. Beta, preview and evaluation features

21.1 EraShift may offer features labeled beta, preview, pilot, early access or evaluation, or features that are not generally available ("Beta Features"). Use of Beta Features is optional. Beta Features: (a) are provided at no charge unless an Order Form says otherwise, though they may consume Credits; (b) may be incomplete, contain errors, or change or be withdrawn at any time; (c) are excluded from EraShift's warranties, its IP indemnity and any service level agreement; and (d) are EraShift's Confidential Information. Section 18.2's US$100 cap applies to Beta Features that are provided without Fees.

22. Publicity

22.1 Neither party will use the other's name, logo or trademarks in marketing, a customer list, a case study or a press release without the other's prior written consent, which may be given in an Order Form. Customer's consent is opt-in and may be withdrawn on notice for future materials.

23. Export control and sanctions

23.1 Each party will comply with US export-control and economic sanctions laws in connection with this Agreement. Customer represents that neither Customer nor any of its Authorized Users or Guests is (a) located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive US sanctions, or (b) identified on, or owned or controlled by a party identified on, a US government restricted-party list, including the Specially Designated Nationals List and the Entity List.

23.2 Customer will not access or let others access the Service from a comprehensively sanctioned country or region, or use the Service for a prohibited end use, including nuclear, missile, chemical or biological weapons end uses.

23.3 Section 5 governs export-controlled data. EraShift makes no representation about the export classification of Customer Content or Output. Customer is the exporter of anything it shares or downloads from the Service, including through share links, and is responsible for who receives it.

24. Governing law, venue and jury waiver

24.1 Governing law. This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (in any form enacted) do not apply.

24.2 Venue. Each party submits to the exclusive jurisdiction and venue of the state courts located in Montgomery County, Texas, or the United States District Court for the Southern District of Texas, Houston Division, for any dispute arising out of or relating to this Agreement. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

24.3 JURY WAIVER. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

25. Notices

25.1 To EraShift: by email to info@pitchlume.ai, addressed to EraShift Studio LLC, Attention: Legal. EraShift accepts contract notices by email until it publishes a postal address for notices in an updated version of this Agreement.

25.2 To Customer: the address and email on the Order Form or, if none, the email of Customer's Workspace admin who accepted this Agreement.

25.3 Form. Notices of breach, termination or an indemnifiable claim must be in writing. Notices to EraShift are sent by email under Section 25.1. Notices to Customer are sent by email, or by courier or certified mail where the Order Form gives a postal address. Other notices may be given by email or in the Service. Notices are effective on receipt (or on the next business day if received after business hours). Each party may update its notice address by notice.

26. General

26.1 Assignment. Neither party may assign this Agreement without the other's prior written consent, which will not be unreasonably withheld, except that either party may assign it without consent to an Affiliate or to a successor in a merger, acquisition, or sale of all or substantially all of its assets or business to which this Agreement relates, on notice, if the assignee is not a direct competitor of the other party. Any other attempted assignment is void.

26.2 Order of precedence. If there is a conflict, these documents control in this order: (1) the Order Form (only for the specific Order Form and only if it expressly identifies the provision it overrides); (2) the DPA (for personal information); (3) the Addenda; (4) this Agreement; and (5) the Documentation. An Order Form changes Section 5 (Restricted Data), Section 6 (Engineering disclaimer), Section 16, Section 17 or Section 18 only if it names the Section and both parties sign it.

26.3 Entire agreement. This Agreement, the Order Forms, the DPA and the Addenda are the parties' entire agreement on their subject and replace prior agreements and understandings on it. Terms in a Customer purchase order, vendor portal or similar document do not apply, even if accepted or signed.

26.4 Changes to these terms. EraShift may update this Agreement, the Acceptable Use Policy and the Addenda by posting a new version and notifying Customer's Workspace admins in the Service or by email at least 30 days before the change takes effect. For Customers on a signed Order Form with a fixed Subscription Term, a change takes effect at the next renewal, unless it is required by law or concerns a new feature. Otherwise, continued use after the effective date is acceptance. If a change materially reduces Customer's rights and Customer objects by notice before the effective date, Customer may terminate the affected Order Form as of the effective date, and EraShift will refund prepaid Fees for the remainder of the Subscription Term. A change never applies to a dispute that arose before it took effect. EraShift records which version each Workspace admin and user accepted and when.

26.5 Waiver and severability. A failure to enforce a provision is not a waiver. If a provision is held unenforceable, it will be enforced to the maximum extent permitted and the rest of this Agreement remains in effect.

26.6 Force majeure. Neither party is liable for a delay or failure (other than to pay) caused by events beyond its reasonable control, including natural disasters, acts of government, war, terrorism, labor actions, utility, internet or cloud provider failures, and denial-of-service attacks, if it uses reasonable efforts to mitigate.

26.7 Independent contractors. The parties are independent contractors. This Agreement creates no partnership, joint venture, agency or employment relationship.

26.8 No third-party beneficiaries. There are no third-party beneficiaries, except indemnified persons under Section 17.

26.9 Subcontractors. EraShift may use subcontractors and Subprocessors to perform its obligations, and is responsible for their performance as it is for its own.

26.10 US Government users. The Service is "commercial computer software" and "commercial computer software documentation" provided under the rights in this Agreement, under FAR 12.212 and DFARS 227.7202, as applicable.

26.11 Counterparts and electronic signature. This Agreement and Order Forms may be signed in counterparts and electronically, and click-through acceptance is a valid signature.

26.12 Interpretation. "Including" means "including without limitation". Headings are for convenience only. "Days" means calendar days unless "business days" is stated; business days are Monday through Friday, excluding US federal holidays.

Change log