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.

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.

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 and hold harmless Axiomatic AI from any claims, liabilities, or expenses arising from:

• Your misuse of the Software;
• Violation of third-party rights;
• Breach of this Agreement.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AXIOMATIC AI SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING THOSE RESULTING FROM:

• Results errors or inaccuracies;
• Production costs from results created using the Software;
• Data loss or service interruptions;

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 and Dispute Resolution

This Agreement is governed by the laws of the State of Delaware. Any dispute or claim arising out of or relating to this Agreement shall first be subject to good-faith negotiations between the parties. If unresolved, disputes shall be submitted to binding arbitration in Delaware, conducted in English, and in accordance with the rules of the American Arbitration Association.

Entire Agreement

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