AXIOMATIC AI END-USER LICENSE AGREEMENT (EULA)

Definitions

"Software" refers to all Axiomatic AI tools, services, and applications made available to you under this Agreement, including but not limited to: the Photonic Integrated Circuit Designer, Axiomatic Operators, model context protocol (MCP) servers, online platforms, web applications, command-line tools, APIs, extensions, updates, patches, integrated external tools, and any related services. The Software may include third-party components subject to separate open-source or proprietary licenses. Axiomatic AI will provide information about such components where required by law. Except as required by applicable law, Axiomatic AI makes no warranties and assumes no liability for third-party software included in or accessed through the Software.

"Feedback" means suggestions, ideas, or comments provided by the user regarding the Software.

"User-Generated Content" means content, data, or other materials created or submitted by you through your use of the Software, excluding Feedback.

"Outputs" means any content, results, or information generated, transformed, or otherwise produced by the Software based on User-Generated Content or other inputs. Outputs may include text, data, analyses, or other materials. Where Outputs contain personal data, Axiomatic AI will handle such data in accordance with its data protection commitments and applicable law.

License Types

Personal License: A non-exclusive, non-transferable, revocable license granted to you as an individual, solely for personal use of the Software.

Restrictions

You shall not:

• Reverse engineer, decompile, or disassemble the Software;
• Sublicense, lease, rent, or resell the Software;
• Use the Software for benchmarking or competitive evaluation;
• Use the Software in violation of export laws or other applicable regulations.

Confidentiality

Licensee agrees that all non-public information regarding the Software and Axiomatic AI's business, including without limitation performance data, system designs, roadmaps, trade secrets, bug reports, technical processes, algorithms, feature descriptions, documentation, know-how, pricing, marketing plans, and any other information disclosed or made available by Axiomatic AI ("Confidential Information"), is proprietary to Axiomatic AI.

Licensee shall:

• Hold all Confidential Information in strict confidence;
• Not disclose or make available any Confidential Information to any third party without Axiomatic AI's prior written consent;
• Use Confidential Information solely for purposes of accessing and using the Software as permitted under this Agreement.

Confidential Information does not include information that (a) was already lawfully in Licensee's possession prior to disclosure; (b) is or becomes publicly available through no fault of Licensee; (c) is rightfully received from a third party without breach of any obligation of confidentiality; or (d) is independently developed by Licensee without use of or reference to Axiomatic AI's Confidential Information.

Non-Disparagement

During the term of this Agreement and for one (1) year thereafter, Licensee agrees to refrain from making any public statement or communication that is intentionally disparaging of Axiomatic AI, its products, services, officers, directors, or employees. Constructive feedback should be shared directly with Axiomatic AI through the official feedback channels.

Updates and Changes

We may provide updates (including automatic patches, security fixes, and new features) at our discretion. We do not guarantee continued availability of any feature. Notifications of material updates may be provided via email or in-product.

Ownership and Intellectual Property

Axiomatic AI retains all rights, title, and interest in the Software and associated intellectual property.

By submitting Feedback, you grant Axiomatic AI a perpetual, irrevocable, worldwide, royalty-free license to use, incorporate, and commercialize it in any way without obligation of attribution or compensation.

User-generated content remains your property, but you grant Axiomatic AI a non-exclusive, worldwide, royalty-free license to use, reproduce, display, and analyze your content solely for the purposes of operating, maintaining, and improving the Software. This license remains in effect for as long as you use the Software and terminates upon cessation of your use, subject to any legal obligations for retention or deletion. Any models or system components trained or derived from your content shall be de-identified and treated as part of Axiomatic AI's analytical output, not subject to deletion obligations unless otherwise required by law, and you hereby grant Axiomatic AI a perpetual license to use your content solely for these purposes.

User Content Responsibilities and Output Disclaimer

User Content Responsibility. You are solely responsible for the legality, reliability, and appropriateness of any User-Generated Content you provide, including any data, information, or materials relating to third parties. You represent and warrant that you have all necessary rights, licenses, consents, and permissions to provide such content to the Software and to grant the rights contemplated by this Agreement. Axiomatic AI does not control or verify User-Generated Content and shall have no responsibility or liability for any User-Generated Content or for any loss or damage arising therefrom.

Third-Party Data. Where User-Generated Content includes information relating to other individuals or entities, you remain responsible for ensuring that: (a) you have a valid legal or contractual basis to provide such information, (b) your disclosure does not infringe or violate any privacy, confidentiality, intellectual property, or other rights of those third parties, and (c) you meet any obligations owed to those third parties under applicable law or agreement. Axiomatic AI will handle such information in accordance with its data protection commitments and its Privacy Policy.

Outputs. You acknowledge that Outputs may contain inaccuracies, omissions, or errors and may not be appropriate for your intended use. Axiomatic AI makes no representations or warranties regarding Outputs and expressly disclaims all liability arising from their use. You are solely responsible for reviewing, verifying, and validating any Outputs before relying on or using them. Where Outputs contain information relating to individuals or entities, Axiomatic AI will handle such information in accordance with its data protection commitments and applicable law.

Nothing in this section limits Axiomatic AI's responsibilities under applicable data protection laws.

Affiliation Disclosure

By using the Software, you grant Axiomatic AI a perpetual, irrevocable, royalty-free, worldwide license to reference your name and institutional or corporate affiliation (e.g., university, company) solely to identify you as a user of Axiomatic AI's tools in marketing materials, website content, investor presentations, press releases, and case studies. Such references shall be factual statements of participation only and shall not imply endorsement by your organization. Axiomatic AI will comply with any reasonable trademark or brand-usage guidelines you provide and will obtain your approval of any mock-ups before publication.

Disclaimer of Experimental Nature and Support Limitations

The Software is provided "as is." It may contain bugs, experience outages, or lack full functionality. No guarantees are made as to uptime, performance, or fitness for any particular purpose, and no implied or express warranties are made.

Support for the Software is provided on a reasonable-efforts basis only and without any service-level commitments, unless otherwise specified in a separate commercial agreement.

Data Collection and Use

Usage of the Software is governed by our Privacy Policy, which outlines how we collect, use, store, and protect information. By using the Software, you acknowledge and agree that Axiomatic AI may:

• Collect telemetry, technical, and usage data generated through your use of the Software;
• Collect limited project-level metadata to understand performance and usability;
• Use de-identified and aggregate data for product analytics, error resolution, and improvement;
• Store this data in accordance with our retention policies and delete or anonymize it upon request, as permitted by law.

Axiomatic AI uses industry-standard safeguards such as encryption and access controls to secure your data. For more information, including subprocessors and data subject rights, please refer to our Privacy Policy or contact privacy@axiomatic-ai.com.

User Rights under Data Protection Laws

Depending on your jurisdiction, you may have rights to access, correct, delete, restrict, or port your personal data, to object to processing, to withdraw consent for processing, and to lodge a complaint with a data protection authority.

To exercise these rights, contact privacy@axiomatic-ai.com.

Export Control

You agree to comply with all applicable U.S. and international export laws. You shall not export or re-export the Software to any country or person prohibited by law.

Indemnification

You agree to indemnify, defend, and hold harmless Axiomatic AI, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your misuse of the Software;
• Your violation of third-party rights, including intellectual property, confidentiality, or privacy rights;
• Your User-Generated Content, including personal information belonging to third parties;
• Any reliance by you or third parties on Outputs;
• Your breach of this Agreement or applicable law.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AXIOMATIC AI, ITS AFFILIATES, LICENSORS, AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUES, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SOFTWARE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF AXIOMATIC AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

This limitation applies, without limitation, to: (i) any inaccuracies in Outputs, (ii) any third-party claims relating to User-Generated Content, and (iii) any interruption or failure of the Software.

This limitation does not exclude liability where prohibited by applicable law, including cases of willful misconduct, gross negligence, or mandatory consumer protection rights.

Term and Termination

This Agreement remains in effect as long as you access or use the Software, unless terminated earlier by Axiomatic AI or you.

Axiomatic AI may continue, modify, or discontinue the Software at its discretion. Axiomatic AI does not guarantee uninterrupted availability, production-grade quality, or error-free operation of the Software.

Axiomatic AI may terminate this Agreement, or your access to some or all Software, at any time with or without cause. Upon termination, your rights to use the Software will cease immediately, and access will be revoked.

Sections of this Agreement relating to Ownership and Intellectual Property, Feedback, Data Collection and Use, Indemnification, Limitation of Liability, and Governing Law shall survive termination.

Audit Rights

We may audit your use of the Software with at least five (5) business days' notice, during normal business hours, and limited to technical usage data relevant to verifying compliance with this Agreement and never including personal data.

Force Majeure

Neither party shall be liable for failure to perform due to causes beyond their control including but not limited to natural disasters, labor disputes, government orders, or infrastructure failures.

Changes to this Agreement

Axiomatic AI may revise this Agreement. We will notify users via email or platform notice. Continued use constitutes acceptance of revised terms.

Transition to Commercial Terms

Access to the Software, does not guarantee future access or pricing. Axiomatic AI reserves the right to introduce fees, usage tiers, or alter access terms for any Software at its discretion.

Governing Law

Except as otherwise required by applicable law, this Agreement and any disputes arising out of or relating to it shall be governed by and construed under the laws of the State of Delaware, USA, without regard to its conflict of law principles.

For users located in the European Union, this Agreement shall be governed by the laws of Spain and applicable European Union regulations.

Nothing in this section affects any mandatory consumer protection rights or data protection rights afforded under the laws of the country in which the user resides.

Dispute Resolution

For users outside the European Union

Any dispute, claim, or controversy arising out of or relating to this Agreement or the Services shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The seat of arbitration shall be Wilmington, Delaware, USA. The language of arbitration shall be English. Judgment on the arbitration award may be entered in any court having jurisdiction.

Notwithstanding the foregoing, either party may bring an action in any competent court to seek injunctive or equitable relief or to enforce intellectual property rights. Nothing in this section limits any mandatory consumer protection rights afforded under the laws of the country in which the user resides.

For users in the European Union

Any disputes arising out of or relating to this Agreement shall be subject to the laws of Spain and applicable EU regulations and will fall under the jurisdiction of the courts of Madrid, Spain.

This does not affect the right of EU users to lodge complaints with their national data protection authority or to bring proceedings before the courts of their country of residence, as provided under applicable EU and national law.

Entire Agreement

This Agreement, together with our Privacy Policy and any onboarding documents or order forms, represents the complete understanding between the parties.