Terms of Use

These Terms of Service (“Terms”) govern access to and use of any products, simulation technologies, professional services, and information and documents related thereto (collectively, “Services”), and the website and related online content, including any informational articles, blog, and contact and inquiry features (collectively, “Site”), made available by Umbrella Aerospace LLC (“Umbrella,” “we,” “us,” or “our”).

By accessing or using the Services, creating an account, executing an Order, or otherwise indicating acceptance of these Terms and/or Site, you agree to be bound by these Terms.

If you are accepting these Terms on behalf of a company, government agency, research organization, defense contractor, institution, or other entity, you represent and warrant that you have authority to bind that entity.

If you do not agree to these Terms, do not access or use the Services or Site.

1. DEFINITIONS

Capitalized terms shall have the definitions set forth throughout these Terms, and as defined below::

“Authorized User” means an employee, contractor, agent, or other individual whom Customer authorizes to access the Services on Customer’s behalf.

“Content” means the raw application data (such as, but not limited to, strings of text, binary image files, and database entries) shaped by markup languages including but not limited to HTML and CSS; metadata; taxonomies; images; text; videos; and code of the Site.

“Customer,” “You,” and “Your” means a third party engaging with the Site or the Services, including its agents, representatives, employees, directors, officers, managers, Authorized Users, and any other individual representing they have authority with respect to Customer.

“Customer Data” means information, data, imagery, models, CAD files, specifications, configurations, sensor parameters, technical information, software, documentation, content, or other materials submitted or otherwise provided by or on behalf of Customer to Umbrella.

“Platform” means Umbrella’s proprietary software, synthetic-data generation systems, simulation environments, scenario-generation technologies, labeling systems, APIs, models, algorithms, interfaces, workflows, and related technologies.

“Professional Services” means configuration, dataset development, custom scenario generation, consulting, integration, engineering, or other professional services provided by Umbrella.

“Umbrella Technology” means the Platform and all software, algorithms, models, simulation architecture, rendering systems, labeling technologies, APIs, workflows, tools, methodologies, documentation, know-how, inventions, improvements, and other technology owned, developed, or licensed by Umbrella.

2. ELIGIBILITY AND AUTHORITY

You must be legally capable of entering into a binding agreement to use the Services and Site.

If you access the Services on behalf of an entity, you represent and warrant that you are authorized to act on behalf of that entity.

Customer is responsible for its Authorized Users and for ensuring their compliance with these Terms.

3. ACCESS

Subject to these Terms, Umbrella grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services and Site for Customer’s lawful internal business.

No rights are granted except as expressly stated in these Terms or an applicable Order.

Certain features may be offered as beta, evaluation, preview, experimental, or pre-release services. Such features may be changed, suspended, or discontinued at any time and are provided without any commitment regarding future availability.

4. CUSTOMER DATA

4.1 Customer Responsibility

Customer represents and warrants that it has all rights, permissions, licenses, and legal authority necessary to provide Customer Data to Umbrella and authorize its processing as contemplated by these Terms.

Customer is responsible for the legality, accuracy, quality, and integrity of Customer Data.

4.2 Training

Umbrella will not use identifiable Customer Data to train generalized commercial AI, machine-learning, computer-vision, or simulation models for the benefit of other customers unless Customer expressly agrees in writing.

Umbrella may use aggregated or de-identified operational information that does not identify Customer, disclose Customer confidential information, or reasonably permit reconstruction of Customer Data to operate, secure, analyze, and improve the Services.

5. UMBRELLA INTELLECTUAL PROPERTY

Customer acknowledges and agrees that Umbrella Technology, the Platform, and Services are confidential, proprietary information. Subject to any limited license right to Customer set forth herein, Umbrella retains all right, title, and interest in and to the Site, Content, Platform, and Umbrella Technology, including all associated intellectual property rights, and all trademarks, logos, and service marks with their respective worldwide goodwill.

Except as expressly permitted by these Terms or an Order, You may not, directly or indirectly:

(a) copy, modify, translate, or create derivative works of the Platform, Services, Site or Content;

(b) reverse engineer, decompile, disassemble, decode, or attempt to discover source code, models, algorithms, system architecture, or underlying components of the Platform, Site, Umbrella Technology, or Services;

(d) scrape, crawl, systematically extract, or harvest Platform, Umbrella Technology, or Site content or technology;

(e) use the Services to create or develop a substantially similar or competing synthetic-data generation, simulation, automated-labeling, or related platform;

(f) benchmark the Services for publication or competitive analysis without Umbrella’s prior written consent;

(g) remove or obscure proprietary notices;

(h) sell, lease, sublicense, distribute, or provide access to the Platform to unauthorized third parties; or

(i) otherwise disseminate the Platform, Umbrella Technology, Services, or Site in derogation of Umbrella’s rights.

6. FEEDBACK

If Customer voluntarily provides ideas, suggestions, recommendations, or other feedback regarding the Services or Site (“Feedback”), Customer grants Umbrella a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate that Feedback into Umbrella’s products and services without obligation or compensation to you.

Feedback does not include Customer Data, Customer Confidential Information, or Customer-specific Generated Output.

7. ACCEPTABLE USE

Customer will use the Services and Site only in compliance with applicable laws and these Terms.

Customer will not use the Services or Site to:

(a) violate applicable law or the rights of another person;

(b) introduce malware, malicious code, or harmful software;

(d) gain unauthorized access to systems, accounts, networks, or data;

(e) misrepresent the origin, accuracy, capabilities, or validation status of Generated Output;

(f) circumvent applicable export-control, sanctions, defense-trade, or national-security laws;

(g) process information that Customer is legally prohibited from providing to Umbrella;

(h) use the Services in connection with unlawful weapons development, unlawful targeting, unlawful surveillance, or other activities prohibited by applicable law;

(i) use the Site to transmit unsolicited or unlawful communications; or

(j) use the Site for any unlawful or fraudulent purpose.

Umbrella may suspend or restrict access where it reasonably believes use of the Services or Site presents a material security, legal, regulatory, or safety risk.

8. SECURITY

Umbrella will maintain commercially reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Services, Site and the information it processes as directed by You.

Customer is responsible for appropriately maintaining security of systems under Customer’s control.

No internet-based or electronic system can be guaranteed to be completely secure, and Umbrella does not warrant that unauthorized access or security incidents will never occur.

9. PRIVACY

Umbrella’s collection and processing of personal information is governed by its Privacy Policy, available at https://umbrellaaerospace.com/privacy, which is incorporated into these Terms by reference.

10. THIRD-PARTY SERVICES AND MATERIALS

The Services may interoperate with or incorporate third-party software, infrastructure, data, models, libraries, tools, or services. Third-party products may be governed by separate terms and conditions. Umbrella is not responsible for third-party products or services that are outside Umbrella’s reasonable control.

Additionally, the Site may contain links to, or incorporate, third-party websites, content, tools, or services. If a third-party links to the Site, it is not necessarily an indication of an endorsement, affiliation, relationship, or sponsorship by or with Umbrella. Umbrella may not even be aware that a third-party has linked to the Site. Umbrella makes no representations or warranties with respect to any third-party content regarding the Services.

11. TERM AND TERMINATION

These Terms apply while you access or use the Services and Site.

Umbrella may suspend, restrict, or terminate access to and use of the Site at any time for any reason.

Umbrella may suspend or terminate access immediately where reasonably necessary to address:

material security threats;
unlawful activity;
sanctions or export-control violations;
unauthorized access;
prohibited use;
threats to the Platform or other customers; or
legal or regulatory requirements.

Upon termination, Customer’s right to access the Platform ends.

Sections intended by their nature to survive termination—including intellectual-property, confidentiality, payment, disclaimers, indemnification, liability limitations, and dispute provisions—will survive.

12. WARRANTIES

to the maximum extent permitted by law, the Services, Platform, and Umbrella Technology are provided “as is” and “as available” without warranty of any kind. Umbrella hereby disclaims all warranties, either express or implied, including, but not limited to, implied warranties of merchantability; and fitness for a particular purpose. Umbrella does not warrant that the Services, Site, Platform, or Content will be uninterrupted, error-free, completely secure, or suitable for every Customer application, or that the Site is accurate, or current.

13. CUSTOMER INDEMNIFICATION

Customer will defend, indemnify, and hold harmless Umbrella and its affiliates, officers, directors, employees, and agents from third-party claims, damages, liabilities, judgments, costs, and reasonable attorneys’ fees arising from Your use of the Services or Site and Your breach of these Terms.

14. CHANGES TO THE SERVICES, SITE OR TERMS

Umbrella may update these Terms, Services, and the Site from time to time. By using the Services or Site, You agree to be bound by any such updates. If You do not agree to the revised Terms, Customer must discontinue use of the Services, subject to any existing Order.

15. GOVERNING LAW

These Terms and any dispute arising out of or relating to these Terms, the Site, or the Services will be governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.

The United Nations Convention on Contracts for the International Sale of Goods will not apply.

16. DISPUTE RESOLUTION

Any dispute arising out of or relating to these Terms or the Services will be resolved exclusively in the state or federal courts located in the State of Delaware, and each party consents to personal jurisdiction and venue in those courts.

Each party waives, to the extent permitted by law, any right to trial by jury in any action arising out of or relating to these Terms.

17. NOTICES

Legal notices to Umbrella must be sent to:

Umbrella Aerospace LLC

[ADDRESS]

Email: [LEGAL EMAIL]

Notices to Customer may be delivered to the email address associated with Customer’s account or as otherwise specified in an Order or, as applicable, generally posted on the Site.

18. SEVERABILITY

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the affected provision will be enforced to the maximum extent permitted by law.

19. WAIVER

Failure to enforce any provision of these Terms will not constitute a waiver of that provision or any other provision.

20. RELATIONSHIP OF THE PARTIES

These Terms do not create a partnership, joint venture, fiduciary, employment, franchise, or agency relationship between Customer and Umbrella.

21. ENTIRE AGREEMENT

These Terms, together with the Privacy Policy and any other policies or addenda expressly incorporated by reference, constitute the entire agreement between You and Umbrella regarding the Services and Site and supersede prior or contemporaneous agreements regarding the same subject matter.

22. ELECTRONIC ACCEPTANCE

Customer agrees that electronic acceptance of these Terms, including clicking an acceptance button, creating or using an account, or otherwise electronically indicating agreement or continuing to access or use the Site or Services, has the same legal effect as a handwritten signature to the extent permitted by applicable law.

23. CONTACT

Questions regarding these Terms may be directed to: