1. Who may use the Services

You must be at least 18 years old and legally capable of entering a contract. If you use the Services for an organization, you represent that you have authority to bind that organization, and “you” means that organization.

2. The Services

Divergent Physics provides AI-assisted engineering and simulation software, including tools that interact with third-party engineering applications such as Ansys HFSS. Features may change as the Services develop.

The Services do not include third-party solver software, solver licenses, computing infrastructure, or AI-provider accounts unless an Order Form expressly says otherwise. You are responsible for maintaining those prerequisites and complying with their terms.

3. Software license

Subject to these Terms, the applicable subscription or Order Form, and payment of all fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license during the subscription term to install and use the object-code version of the desktop software for your internal business purposes.

The Services are licensed, not sold. No source-code license or ownership right is granted. The license is limited to the users, devices, sites, and deployment model stated in your plan or Order Form.

4. Accounts and security

You must provide accurate account information, protect credentials and license files, and promptly notify us of suspected unauthorized access. You are responsible for activity under your account and for your authorized users’ compliance with these Terms.

5. Fees, trials, renewal, and cancellation

Prices, subscription periods, included use, and payment terms appear at checkout or in an Order Form. Unless stated otherwise, subscriptions renew automatically for the same period until canceled. You may cancel before renewal; cancellation takes effect at the end of the then-current paid period. Fees are non-refundable except where required by law or expressly stated in an Order Form.

Trial access may be limited or withdrawn. We may charge applicable taxes. Payment processing is provided by third-party processors and is subject to their terms.

6. Customer Content and generated output

“Customer Content” means prompts, messages, images, scripts, instructions, structured project metadata, simulation results, and other material you intentionally provide to the Services. As between you and us, you retain ownership of Customer Content.

Project files opened through the desktop software remain on your workstation. The desktop software does not upload the project file to us or to the configured AI provider. It reads the project locally and supplies the AI provider only with structured metadata and derived context needed to perform your request. For enterprise deployments, the configured AI provider may be a trusted cloud or on-premises provider selected by the customer.

You grant us a limited, non-exclusive license to host, copy, transmit, and process Customer Content only as needed to provide, secure, support, and improve the Services, comply with law, and as otherwise instructed or authorized by you.

As between you and us, and to the extent permitted by law, you own output generated for you from your Customer Content. Output may not be unique, and other users may receive similar output. We do not use proprietary Customer Content to train a general-purpose model without your express opt-in or a separate written agreement.

7. AI and engineering responsibility

The Services use probabilistic AI systems and automation. Output can be incomplete, incorrect, unsafe, non-converged, or unsuitable for a particular purpose. The Services are tools for qualified personnel and are not a licensed professional engineer, certification authority, or substitute for engineering judgment.

You are responsible for reviewing inputs and outputs; validating geometry, materials, ports, boundary conditions, meshes, convergence, results, and assumptions; maintaining appropriate human approval controls; and ensuring that any design or product complies with applicable safety, regulatory, contractual, and professional requirements.

8. Third-party services

The Services may connect to AI-model providers, engineering applications, cloud infrastructure, payment processors, analytics providers, and customer-selected endpoints. Their products are governed by their own terms. You authorize us to transmit data to the providers you select or that are identified for your deployment. Enterprise customers may designate a trusted cloud or on-premises AI provider in their Order Form. We are not responsible for third-party services.

9. Product analytics and privacy

The standard desktop deployment may collect pseudonymous technical, diagnostic, performance, and feature-usage information as described in our Privacy Notice. Optional desktop product analytics can be disabled through Privacy Mode in the application settings.

Disabling optional analytics does not prevent processing strictly necessary to authenticate users, validate licenses, provide updates, maintain security, or deliver an AI service you request, including a trusted cloud or on-premises provider selected for an enterprise deployment. It also does not make a deployment air-gapped. The enterprise addendum below governs deployments contractually designated as No-Telemetry or Air-Gapped.

Our handling of personal information is described in the Privacy Notice.

10. Acceptable use and restrictions

You may not, and may not permit others to:

• copy, distribute, resell, sublicense, rent, or provide the Services as a service bureau except as expressly authorized;
• reverse engineer, decompile, bypass, or defeat access, license, safety, or security controls except where law expressly permits it;
• scrape, probe, disrupt, overload, or gain unauthorized access to the Services or related systems;
• upload malicious code or content you lack the right to use;
• use the Services to violate law, third-party rights, sanctions, or export-control requirements;
• misrepresent AI-generated or unverified output as certified professional work; or
• use the Services or their output to build or benchmark a competing product, except with our written permission.

11. Confidentiality

Each party may receive non-public information that a reasonable person would understand to be confidential. The receiving party will use it only to perform or receive the Services, protect it using reasonable care, and disclose it only to personnel and service providers who need it and are bound by confidentiality obligations. These duties do not apply to information that is public through no breach, already lawfully known, independently developed, or lawfully received without restriction. Legally compelled disclosure is permitted after notice when lawful.

12. Our intellectual property

We and our licensors retain all rights in the Services, software, documentation, models, workflows, interfaces, trademarks, and underlying technology. Feedback may be used without restriction or compensation, provided we do not identify you publicly without permission.

13. Updates, availability, and support

We may provide patches, upgrades, or replacements and may change or discontinue features. Online features may be unavailable because of maintenance, third-party outages, network conditions, or events outside our control. Support commitments and service levels apply only when stated in an Order Form.

14. Export controls and regulated data

You will comply with applicable export-control and sanctions laws. Unless an Order Form expressly authorizes a suitable deployment, you must not submit data controlled under ITAR, classified information, or other data requiring controls that the standard Services do not provide.

15. Suspension and termination

You may stop using the Services at any time. We may suspend or terminate access for material breach, nonpayment, security risk, unlawful use, or where continued service could expose us or others to harm. Where reasonable, we will give notice and an opportunity to cure. On termination, the license ends and you must stop using and uninstall the software. Provisions intended by their nature to survive will survive.

16. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND RESULTS. WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT ANY OUTPUT WILL BE SAFE OR SUITABLE.

17. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

EXCEPT FOR PAYMENT OBLIGATIONS, BREACH OF CONFIDENTIALITY, INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, OR LIABILITY THAT CANNOT LEGALLY BE LIMITED, EACH PARTY’S TOTAL LIABILITY ARISING FROM THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE FOR THE SERVICES DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

18. Indemnification

You will defend and indemnify us against third-party claims arising from Customer Content, your unlawful or unauthorized use of the Services, or your violation of these Terms. We will promptly notify you and reasonably cooperate. You may not settle a claim in a way that admits fault or imposes obligations on us without our consent.

19. Governing law and disputes

California law governs these Terms, without regard to conflict-of-law rules. The state and federal courts located in San Francisco County, California have exclusive jurisdiction, and each party consents to that jurisdiction and venue. Before filing a claim, the parties will attempt in good faith for 30 days to resolve it informally.

20. Order Forms and changes

An executed Order Form may add to or modify these Terms. If terms conflict, the Order Form controls for that customer, followed by an applicable enterprise addendum, these Terms, and then other online policies. We may update these Terms prospectively. Material changes will be communicated through the Services, by email, or by another reasonable method. Changes do not retroactively reduce rights promised in an existing Order Form.

21. Enterprise No-Telemetry and Air-Gapped Deployment Addendum

This addendum applies only when an executed Order Form expressly identifies the deployment as “No-Telemetry” or “Air-Gapped.” It does not automatically apply merely because a user enables Privacy Mode.

No-Telemetry deployment

For a designated No-Telemetry deployment, optional product analytics, remote diagnostic-log forwarding, and agent/tool tracing to our analytics systems will be disabled for the covered installation. We will receive diagnostic information only when the customer intentionally sends it to support. Authentication, license validation, updates, and customer-selected trusted cloud or on-premises integrations may still create network traffic unless the Order Form also designates the deployment as Air-Gapped.

Air-Gapped deployment

For a designated Air-Gapped deployment, the covered installation will be configured to block outbound application egress and to use agreed offline licensing, local or customer-hosted model endpoints, and manually delivered updates. No optional telemetry will be transmitted to us. Features that depend on internet services will be unavailable unless the parties document an approved customer-controlled endpoint.

Customer responsibilities

The customer is responsible for maintaining the agreed network controls, local model and solver infrastructure, offline backups, and secure delivery of updates. Support may require customer-approved logs or a supervised session. We will not enable external connectivity without the customer’s authorization.

Precedence

For the covered deployment, this addendum controls over inconsistent telemetry or connectivity language elsewhere in these Terms. The Order Form controls over this addendum.

22. General

These Terms and incorporated Order Forms are the entire agreement concerning the Services. Neither party may assign the agreement without the other’s consent, except in connection with a merger, reorganization, or sale of substantially all relevant assets. If a provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will continue. Failure to enforce a provision is not a waiver. Electronic notices and signatures are valid.

23. Contact

Questions about these Terms may be sent to Divergent Physics, Inc. at gustavo@getdivergence.com.