Pisco PartSense Terms of Service

Last Updated: March 9, 2025 · Effective Date: March 9, 2025

Acceptance of Terms

Welcome to PartSense (the “Service”). These Terms of Service (these “Terms”) are a legal agreement between you (“Licensee”, “you”, or “User”) and Pisco Inc., a Delaware corporation (“Licensor”, “Company,” “we,” “us,” or “our”).

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service.

If you are using the Service on behalf of an organization (such as your employer), you represent and warrant that you have the authority to bind that organization to these Terms, and “you” and “User” will refer to that organization.

1. License Grant

Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable license to use the software described in Exhibit A (the “Software”) for the duration of their subscription.

2. Restrictions

Licensee shall not:

  • Copy, modify, or create derivative works of the Software.
  • Distribute, sell, lease, sublicense, or otherwise transfer the Software to any third party.
  • Reverse-engineer, decompile, or disassemble the Software, except to the extent expressly permitted by applicable law or prior written permission provided by Licensor.

3. Term and Termination

A. Termination by You

You may terminate your Account at any time by reaching out to billing@getpisco.com. Upon termination, you will continue to have access to the Service until the end of your current billing cycle. No refunds will be provided for any unused portion of your subscription.

B. Termination by Us

We may suspend or terminate your Account at any time, with or without notice, if: (i) you violate these Terms, (ii) you fail to pay applicable fees, (iii) we are required to do so by law, or (iv) we discontinue the Service (with 30 days’ notice).

C. Effect of Termination

Upon termination of this Agreement, Licensee shall immediately cease all use of the Software and return to Licensor, or destroy, all copies of the Software in its possession or control.

4. Confidentiality

Licensee agrees to maintain the confidentiality of all confidential or non-public information disclosed by Licensor, including the Software and any related documentation, and shall not disclose such information to any third party without Licensor’s prior written consent. Licensee shall use confidentiality practices that are at least equivalent to those used by Licensee for its own similar information, but in no case less than reasonable care.

5. Intellectual Property Rights

Licensor retains all right, title, and interest in and to the Software and any developments, feedback, or other information of any kind resulting from this Agreement, including all intellectual property rights therein. Licensee acknowledges that it acquires no ownership rights in the Software or related developments under this Agreement.

6. Disclaimer of Warranties

The Software is provided “as is” without warranty of any kind, express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

7. Limitation of Liability

In no event shall Licensor be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, arising out of or related to this Agreement, whether in contract, tort, or otherwise, even if Licensor has been advised of the possibility of such damages.

8. General Provisions

A. Governing Law

This Agreement shall be governed by the laws of the State of California, and controlling U.S. federal law, with exclusive jurisdiction in the state courts of Santa Clara County, California and federal courts of the Northern District of California. The Uniform Computer Information Transactions Act, the United Nations Convention on the International Sale of Goods, and choice of law rules are expressly excluded.

B. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter. It may be amended only by a written agreement signed by both parties.

C. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and the parties’ economic intent shall be given effect.

D. Counterparts

This Agreement may be executed in counterparts and electronic means, each of which shall be an original and together shall be one instrument.

Exhibit A — Description of the Software

Pisco is a software platform designed to assist hardware engineering and supply chain teams in the selection, sourcing, and management of electronic components. The platform leverages AI on top of component data to streamline the process of identifying suitable parts, evaluating availability and risk, and collaborating across engineering and procurement functions.

The Software is being developed to provide, among other things:

  • AI-Powered Search and Selection: Tools that help engineers quickly identify electronic components based on technical specifications, performance requirements, and sourcing considerations.
  • Supply Chain Awareness: Capabilities to incorporate data on availability, lifecycle status, cost, and supply risk directly into the part selection process.
  • Collaboration Features: Functionality enabling engineering, supply chain, and business teams to work together more efficiently on bills of materials (BOMs) and component strategies.
  • Scalability and Intelligence: Future enhancements may include BOM risk analysis, proactive alerts on supply chain disruptions, and integrations with third-party systems.

The Software is currently in pilot stage and is expected to evolve over time. Features may be added, refined, or modified as development continues, with the intent of providing a comprehensive, intelligent solution that bridges engineering design and supply chain operations.