Terms of Service

Version 2026-04-30

# Terms of Service

**Effective:** 2026-04-30

These Terms of Service ("Terms") form a binding agreement between you ("you" or "User") and Emory Manufacturing, Inc. ("EmoryMfg," "we," "us," or "our"). They govern your access to our website, mobile app, APIs, AI assistants, ordering and pricing tools, payment workflows, GPS tracking, livestream and media features, and any related services (together, the "Services"). By creating an account, signing in via OAuth, single sign-on, OTP, or otherwise using the Services, **you agree to be bound by these Terms, our Privacy Policy, and our Acceptable Use Policy**. If you do not agree, do not use the Services.

## 1. Eligibility

You must be at least 18 years old, or the legal age of majority in your jurisdiction, and able to form a binding contract. If you use the Services on behalf of an entity, you represent that you have authority to bind that entity, and "you" includes that entity.

## 2. Accounts and security

You are responsible for keeping your credentials, OTP codes, biometric factors, hardware keys, and session cookies confidential. You must notify us immediately at security@emorymfg.com of any unauthorized access. We may suspend or terminate accounts at our discretion, including for non-payment, fraud, abuse, or breach of these Terms.

## 3. Manufacturing services

Quotations, lead times, capabilities, AI-drafted prices, and any sample parts are **estimates, not offers**. A binding order arises only when EmoryMfg issues a written order acknowledgment or accepts payment. Specifications, tolerances, materials, finishes, and inspection criteria are governed by the applicable purchase order, master services agreement, statement of work, and the most recent revision of the part drawing supplied by you. You are solely responsible for the accuracy, completeness, fitness for purpose, and lawfulness of any drawings, specifications, files, models, or instructions you provide.

## 4. AI features and decision aids

The Services include AI-assisted drafting (pricing, chat replies, captions, OCR transcription, photo/video analysis, drawing parsing). **AI output may be inaccurate, incomplete, or out of date.** Estimators, quality inspectors, and authorized team members review AI output before any binding decision (price, ship date, pass/fail). You must not rely on AI output for safety-critical, regulatory, life-support, or mission-critical decisions without independent verification by a qualified human.

## 5. Pricing, taxes, fees, and payment

Prices are in U.S. dollars unless stated. You authorize us, our processors (including Stripe, Adyen, PayPal, Plaid, Coinbase Commerce, Circle, and others), and our Treasury system to charge your payment method for orders, fees, refunds, holdbacks, and reversals. Sales, use, VAT, GST, customs, and similar taxes are your responsibility unless we expressly state otherwise. Late amounts accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower. Crypto, ACH, wire, BNPL, and card payments are subject to processor terms; chargebacks may result in immediate suspension and reversal of any associated work-in-progress.

## 6. Shipping, title, and risk of loss

Unless otherwise agreed in writing, title and risk of loss pass to you upon delivery to the carrier (FCA EmoryMfg facility). Carrier and owned-fleet GPS pings are provided for visibility only and do not modify the agreed Incoterms or shift the risk of loss.

## 7. Intellectual property

You retain all rights in your drawings, models, designs, and trade secrets ("Customer IP"). You grant EmoryMfg a non-exclusive, worldwide, royalty-free license to use Customer IP solely to provide the Services and produce ordered parts. EmoryMfg retains all rights in our Services, software, AI models, manufacturing know-how, fixtures, tooling we own, dies, jigs, programs, and improvements. **Furnished tooling** owned by you remains yours; **shared or hybrid tooling** is governed by the applicable order or MSA.

## 8. Confidentiality and export controls

You agree not to share credentials, internal team chat, drawings marked confidential, or any non-public material outside your organization without consent. You represent that you will not upload data subject to export controls (ITAR, EAR, OFAC restricted parties) without first informing us in writing and obtaining authorization. EmoryMfg may decline to handle controlled work.

## 9. Photos, video, livestream, and the public feed

Team members may capture photos, videos, and livestreams from on-site devices. Posts marked PUBLIC may appear on emorymfg.com without further notice. Posts scoped to a specific company or sent via a one-off share link are visible only to the intended recipient. **You consent to incidental capture of your likeness when present at our facilities.** If you object to public publication of a specific image in which you appear, contact privacy@emorymfg.com and we will remove it from public surfaces.

## 10. Geolocation and workforce monitoring

When you use the team mobile app to clock in, capture media, or check tools out, the app records GPS coordinates, accuracy, device identifiers, and timestamps. This data is used for shift validation, geofence enforcement, lost-tool recovery, fleet routing, shipment tracking, and security investigations. Background location is used only with your express opt-in.

## 11. Warranties and disclaimers

EmoryMfg warrants that ordered parts will materially conform to the agreed drawing and inspection criteria for thirty (30) days after delivery. **EXCEPT AS EXPRESSLY STATED, THE SERVICES AND ALL DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, EMORYMFG DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.**

## 12. Limitation of liability

**TO THE FULLEST EXTENT PERMITTED BY LAW, EMORYMFG, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY. OUR TOTAL CUMULATIVE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO EMORYMFG FOR THE ORDER GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE CLAIM, OR (B) ONE THOUSAND U.S. DOLLARS ($1,000).** Some jurisdictions do not allow these limitations; in such jurisdictions our liability is limited to the smallest extent permitted.

## 13. Indemnification

You will defend, indemnify, and hold harmless EmoryMfg from any third-party claims, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of (a) your Customer IP or the work it instructs us to perform; (b) your breach of these Terms or applicable law; (c) infringement claims based on Customer IP; or (d) your use of the Services in violation of the Acceptable Use Policy.

## 14. Suspension and termination

We may suspend or terminate access at any time, with or without notice, for non-payment, suspected fraud, security risk, breach of these Terms, or legal compliance. Sections that by their nature should survive termination (including IP, confidentiality, indemnity, payment, warranty disclaimers, limitation of liability, and dispute resolution) survive.

## 15. Governing law, arbitration, class waiver

These Terms are governed by the laws of the State of Florida, USA, without regard to its conflict-of-laws rules. **Any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration administered by JAMS under its Comprehensive or Streamlined Arbitration Rules. YOU AND EMORYMFG WAIVE ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.** Either party may bring an individual action in small-claims court. Either party may seek injunctive relief in court for IP, confidentiality, or trade-secret claims.

## 16. Changes

We may update these Terms by posting an updated version. Material changes will be communicated via email, in-app notice, or session re-acceptance. Your continued use of the Services after the effective date of an update constitutes acceptance.

## 17. Contact

questions@emorymfg.com for general questions; legal@emorymfg.com for legal notices; security@emorymfg.com for security reports.