Calligraphy Systems LLC — Master Commercial Terms & Liability Shield

CALLIGRAPHY SYSTEMS LLC — MASTER COMMERCIAL TERMS OF SERVICE, IP OWNERSHIP, EXPORT CONTROL & LIABILITY SHIELD (v2026.11-R8)

1. 100% CUSTOMER IP, COPYRIGHT & MASK-WORK OWNERSHIP: Customer retains 100% of all right, title, interest, copyright, trade secret, and semiconductor/PCB mask-work rights (17 U.S.C. § 901 et seq.) in all uploaded schematics, netlists, footprints, and board outlines, and Calligraphy Systems LLC hereby assigns to Customer 100% ownership of all synthesized physical copper traces, vias, pours, Gerbers, Excellon drills, IPC-2581/ODB++ exports, and manufacturing artifacts upon payment unlock.

2. ZERO-RETENTION & ZERO-MODEL-TRAINING GUARANTEE: Customer CAD files are processed exclusively inside isolated, ephemeral AES-256 cloud enclaves. Calligraphy Systems LLC never trains public, shared, or foundation generative AI models on Customer netlists, schematics, component placements, or proprietary board topologies, never shares Customer geometry with third parties, and shreds ephemeral workspaces upon download or 24-hour TTL with an HMAC-SHA256 signed CertificateOfDestruction.

3. DETERMINISTIC GEOMETRIC SYNTHESIS SCOPE (GEO_DRC_GROUP) VS. CUSTOMER ENGINEER-OF-RECORD (EoR) SIGN-OFF: Calligraphy Systems LLC verifies that synthesized CAD artwork achieves 100.0% geometric net completion (0 unconnected items), 0 native KiCad copper DRC violations against active design rules, 0 schematic netlist parity errors, 0.00000 mm coordinate round-trip drift, and—strictly when numerical stackup and endpoint models are bound—3D resistive nodal (G*V=I) and RF return-path checks. Customer remains the sole Engineer-of-Record responsible for schematic logic, component footprint library accuracy (BYOF), physical stackup dielectric (Er) tolerance with the chosen fabrication house, thermal dissipation, and regulatory EMC/FCC/CE/UL testing.

4. STRICT LIMITATION OF LIABILITY (100% OF NRE SYNTHESIS FEE PAID; $0.00 CONSEQUENTIAL FAB/SILICON LIABILITY): TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CALLIGRAPHY SYSTEMS LLC BE LIABLE FOR THIRD-PARTY BARE-BOARD FABRICATION COSTS, SMT/THT COMPONENT SOURCING OR CONSIGNMENT COSTS, PCBA ASSEMBLY YIELD, SILICON RE-SPINS, PRODUCT RECALLS, LOST PROFITS, OR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ($0.00 CONSEQUENTIAL LIABILITY). CALLIGRAPHY SYSTEMS LLC'S TOTAL AGGREGATE LIABILITY FOR ANY CLAIM SHALL NOT EXCEED 100% OF THE SINGLE-JOB NRE SYNTHESIS FEE ACTUALLY PAID BY CUSTOMER FOR THE APPLICABLE JOB.

5. EXPORT CONTROL (EAR99 COMMERCIAL ENCLAVE & ITAR/USML/OFAC EXCLUSION): The public multi-tenant enclave accepts exclusively commercial EAR99 / dual-use civil designs from eligible destinations (15 CFR §§ 730-774). Uploading ITAR defense articles (22 CFR §§ 120-130 / USML), classified payloads (SECRET/NOFORN), or submissions from OFAC/BIS comprehensively embargoed jurisdictions (CU, IR, KP, SY, RU, BY, CN, etc.) is strictly prohibited.

6. CRYPTOCURRENCY / STABLECOIN SETTLEMENT, FINCEN NON-MSB COMMERCIAL EDA STATUS & OFAC SANCTIONED WALLET PROHIBITION: Calligraphy Systems LLC is a commercial electronic design automation (EDA) software and physical layout synthesis vendor, NOT a money services business (MSB) or money transmitter under FinCEN regulations (31 CFR § 1010.100(ff)(5)(ii)(F) goods-and-services exemption). Stablecoin settlements (USDC/USDT on Base, Arbitrum, Polygon, or Ethereum) are accepted solely into non-custodial, per-job watch-only treasury addresses for fixed-price NRE synthesis fees. Customer represents and warrants that no payment originates from, passes through, or is controlled by any OFAC SDN-listed person, Tornado Cash, Garantex, Lazarus Group, or sanctioned digital-asset mixer/wallet. All on-chain stablecoin settlements are final and non-refundable upon cryptographic bundle unlock.

7. DISCLAIMER OF WARRANTIES (UCC § 2-316 CONSPICUOUS AS-IS DISCLAIMER): EXCEPT FOR THE EXPRESS DETERMINISTIC GEOMETRIC COMPLETION AND NATIVE KICAD DRC VERIFICATION SCOPE SET FORTH IN SECTION 3 (AND THE NO-CHARGE UNSOLVED GUARANTEE PRIOR TO UNLOCK), ALL SYNTHESIS SERVICES, CAD OUTPUTS, GERBERS, AND REPORTS ARE PROVIDED STRICTLY 'AS IS' AND 'AS AVAILABLE.' CALLIGRAPHY SYSTEMS LLC EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, HIGH-VOLUME MANUFACTURING YIELD, AND REGULATORY COMPLIANCE.

8. CUSTOMER INDEMNIFICATION: Customer agrees to defend, indemnify, and hold harmless Calligraphy Systems LLC, its officers, members, and agents from and against any third-party claims, regulatory penalties, damages, or expenses (including reasonable attorneys' fees) arising out of: (a) Customer's input schematic, netlist, or BYOF component footprint defects; (b) intellectual property or mask-work infringement in Customer-supplied designs; (c) Customer's breach of U.S. export control (ITAR/EAR) or OFAC sanctions representations; or (d) downstream fabrication, assembly, deployment, or field operation of Customer's hardware.

9. GOVERNING LAW, BINDING INDIVIDUAL ARBITRATION & CLASS-ACTION / JURY-TRIAL WAIVER: This Agreement is governed by the laws of the State of Texas, USA, without regard to conflict-of-law principles. Any dispute, claim, or controversy arising out of or relating to this Agreement or any synthesis job shall be resolved exclusively by final and binding individual arbitration in Texas administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. BOTH PARTIES IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.