Adom Industries Customer Agreement

This Customer Agreement (the “Agreement”) is between Adom Industries, Inc., a Delaware corporation with its principal place of business at 4400 Alliance Gateway Fwy, Suite 100, Fort Worth, TX 76177 (“Adom,” “we,” “us,” or “our”), and the individual or entity accessing or using the Services (“Customer,” “you,” or “your”). This Agreement governs your access to and use of Adom’s cloud-based electronics prototyping platform (the “Services”), which enables PCB fabrication, remote design, simulation, robotic assembly, testing, and optional shipping or retention of electronics prototypes, as described in our documentation and website.

By clicking “I Accept,” creating an account, or using the Services, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of an entity, you represent that you have the authority to bind that entity. This Agreement is effective as of the date of acceptance or first use (the “Effective Date”).

1. Definitions

1.1 Account Information. Information you provide in connection with the creation and administration of your account, including contact, billing, and payment details.

1.2 Adom Content. Any tools that we make available in connection with the Services.

1.3 End User. Anyone you permit to access the Services through your account or with your credentials.

1.4 Losses. Any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees).

1.5 Policies. Any policies or terms referenced in this Agreement or posted on our website.

1.6 Services. The cloud-based electronics prototyping platform we provide, including access to component libraries, AI-assisted design tools, digital twins, simulation, PCB and robotic fabrication..

1.7 Service Terms. Any specific terms applicable to particular Services or features, as posted on our website or provided to you.

1.8 Your Content. Any software, data, text, audio, video, images, designs, schematics, code, hardware or other content that you (including any End Users) provide, upload, or create using the Services.

2. Account

To access the Services, you must create an account and provide accurate Account Information. You are responsible for all activities that occur under your account, including actions by End Users or unauthorized users (unless caused by our breach of this Agreement). You must maintain the confidentiality of your credentials and notify us immediately of any unauthorized access. You may not share your account or credentials except with your authorized agents or subcontractors who need access to use the Services on your behalf.

3. Services and Access

3.1 Service Description. We provide the Services on an “as is” and “as available” basis, subject to any applicable Service Terms and Policies. You may use the Services to create, simulate, assemble, test, and iterate on electronics prototypes remotely. Completed prototypes may be shipped to you at your request and expense or retained in our facilities for further use, subject to availability and additional fees.

3.2 Access Grant. Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable license during the Term to access and use the Services for your prototyping and research purposes. You may not sublicense, resell, distribute, or make the Services available to third parties without our prior written consent.

3.3 Adom Content License. We grant you a limited, non-exclusive, non-transferable license during the Term to access and use Adom Content solely in connection with your use of the Services. You may not modify, reverse engineer, or create derivative works from Adom Content, or use it to develop competing services.

3.4 Beta Nature. As an early customer, you acknowledge that the Services are in a developmental (beta) stage and may contain bugs, errors, limitations, or interruptions. We may modify, add, or discontinue features at any time without notice or liability.

3.5 Changes. We may change, update, or discontinue any aspect of the Services (including features, availability, or pricing) at any time. For material changes that adversely affect your use, we will provide reasonable notice where practicable, except in cases of legal requirements, security issues, or third-party constraints.

4. Your Obligations

4.1 Acceptable Use. You must use the Services only for lawful purposes and in compliance with all applicable laws, including U.S. export controls (e.g., ITAR, EAR), data privacy regulations, and our Policies. Prohibited activities include: (a) violating third-party intellectual property rights; (b) uploading viruses, malware, or harmful code; (c) using the Services for high-risk applications without our approval; (d) reverse engineering, decompiling, or attempting to derive source code from the Services or Adom Content; (e) exceeding any usage limits; (f) reselling or commercializing access; or (g) engaging in activities that could harm our systems, other users, or our reputation.

4.2 Security and Backups. You are responsible for configuring the Services securely, including any encryption of Your Content, access controls, and backups. We implement reasonable security measures, but you must protect your systems and data.

4.3 Compliance and Export. You will ensure Your Content and use of the Services comply with all applicable laws, including export controls related to electronics and technology. We may monitor usage for compliance and suspend access if we suspect violations.

4.4 Feedback. Any suggestions or feedback you provide about the Services grants us an irrevocable, worldwide, royalty-free license to use, modify, and incorporate it without compensation or restriction.

5. Fees and Payment

5.1 Fees. Fees for the Services are $500 per month.

5.2 Payment Terms. By subscribing to the Services, you authorize us to charge your credit card automatically on a monthly recurring basis. Payment is due on the same day each month as your initial subscription date. You must provide and maintain valid payment information at all times. If a payment fails, we will attempt to process it again and may charge a failed payment fee of up to $25. We may suspend or terminate Services for non-payment after reasonable notice. You are responsible for ensuring your payment information remains current and that sufficient funds or credit are available.

5.3 Taxes. Fees exclude all applicable taxes, duties, and similar governmental assessments (including sales tax, use tax, VAT, and GST). You are responsible for all such taxes, excluding only taxes based on our net income. We will add applicable taxes to your monthly charge.

5.4 Shipping. If you request shipping of prototypes, you are responsible for all shipping costs, risks of loss during transit, customs duties, and compliance with import/export laws.

6. User Content and Projects

6.1 Your Content Ownership. You retain all ownership rights to designs, files, documentation, and other content you create or upload (“Your Content”). You are solely responsible for Your Content and any harm resulting from it.

6.2 Content Removal. We may remove any Content that violates these Terms, applicable laws, or infringes third-party rights.

6.3 License to Adom. To operate the Services, you grant us a limited license to host, store, display, and process Your Content as necessary to provide and improve the Services, including making backups and allowing collaboration features. This license does not give us the right to sell or distribute Your Content outside of providing the Services to you.

6.4 Public Projects. If you make a project public, you grant other users a non-exclusive, worldwide license to view, copy, and build upon Your Content through the Services. You may add specific open-source or other licenses to your projects to define additional terms.

6.5 Private Projects. We treat private project content as confidential and will only access it: (a) with your permission; (b) to provide support you request; (c) for security purposes; (d) to maintain service integrity; or (e) as required by law. We will provide notice of access when legally permitted.

6.6 Third-Party Content. If you upload content you didn’t create, you represent that you have all necessary rights and that the content is properly licensed. When you contribute to another user’s project, you license your contributions under that project’s stated license terms.

7. Intellectual Property

7.1 Ownership. You retain all rights, title, and interest in Your Content. We (and our licensors) retain all rights, title, and interest in the Services.

7.2 No Other Rights. Except as expressly granted herein, neither party acquires any rights in the other’s intellectual property.

8. Indemnification

8.1 Your Indemnification. You will defend, indemnify, and hold harmless us, our affiliates, and our personnel from and against all Losses arising from third-party claims related to: (a) Your Content; (b) your use of the Services in violation of this Agreement, Policies, or laws; or (c) your negligence or willful misconduct.

8.2 Our Indemnification. We will defend you against third-party claims that the Services infringe their intellectual property rights (excluding claims based on Your Content or combinations with third-party items). Our liability is limited to procuring rights, modifying the Services, or refunding prepaid fees and terminating the Agreement.

8.3 Process. The indemnified party must provide prompt notice of claims and reasonable cooperation. The indemnifying party controls the defense but may not settle without consent if it admits liability or imposes obligations.

9. Disclaimers

THE SERVICES AND ADOM CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED/ERROR-FREE OPERATION. WE DO NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT PROTOTYPES WILL BE DEFECT-FREE. YOU ASSUME ALL RISKS RELATED TO YOUR CONTENT AND USE OF THE SERVICES.

10. Limitations of Liability

NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY. OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM. THESE LIMITATIONS DO NOT APPLY TO INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR LIABILITIES THAT CANNOT BE LIMITED BY LAW.

11. Confidential Information

Each party may receive Confidential Information (e.g., non-public technical, business, or financial data marked as confidential or reasonably considered so). The recipient will use it only as necessary under this Agreement, protect it with reasonable care, and not disclose it during the Term or for 5 years after, except as required by law (with notice to the discloser). Upon termination, Confidential Information must be returned or destroyed.

12. Suspension and Termination

12.1 Suspension. We may suspend your access immediately if: (a) you breach this Agreement; (b) your use poses a security risk; (c) you fail to pay fees; or (d) required by law. You remain liable for fees during suspension.

12.2 Term. This Agreement starts on the Effective Date and continues until terminated (the “Term”).

12.3 Termination. You may terminate for convenience by closing your account and ceasing use. We may terminate with 30 days’ notice for any reason, or immediately for material breach (after 30 days’ cure period if curable), suspension issues, or legal requirements. Upon termination: (a) all rights end; (b) you must pay outstanding fees; (c) we may retain or delete Your Content after 30 days (unless you request retrieval and pay associated costs); and (d) sections on payments, IP, indemnity, disclaimers, liability, confidentiality, and miscellaneous survive.

13. Miscellaneous

13.1 Force Majeure. Neither party is liable for delays due to events beyond reasonable control (e.g., natural disasters, wars), excluding payment obligations.

13.2 Governing Law. This Agreement is governed by Texas law, without regard to conflicts principles. Disputes will be resolved in state or federal courts in Tarrant County, Texas.

13.3 Assignment. You may not assign this Agreement without our consent; we may assign it in connection with a merger, acquisition, or sale of assets.

13.4 Entire Agreement. This Agreement, including Policies and Service Terms, is the entire understanding and supersedes prior agreements. Amendments must be in writing signed by both parties.

13.5 Notices. Notices to you will be via email or your account; to us, via certified mail to our address.

13.6 Severability. If any provision is invalid, the remainder remains in effect.

13.7 No Waiver. Failure to enforce a provision is not a waiver.

13.8 Independent Contractors. The parties are independent; no agency or partnership is created.

13.9 Export Compliance. You will comply with U.S. export laws and not use the Services for prohibited end-uses.

13.10 Government Users. If you are a U.S. government entity, the Services are “commercial items” under applicable regulations.

By using the Services, you acknowledge that you have read, understood, and agree to this Agreement.