AXIOMATIC_AI END-USER LICENSE AGREEMENT (EULA)

Definitions

"Software" refers to the software made available to you under this Agreement, as follows (each including its user interface, APIs, updates, patches, and any integrated external tools):

• For participants in the Alpha Program: any prototype software tools developed by Axiomatic AI (e.g., early previews, web prototypes, CLI tools); or
• For participants in the Beta Program: the Axiomatic AI Photonic Integrated Circuit Designer Beta ("AxI PIC Designer Beta"), including its VS Code extension, APIs, updates, patches, and integrated external tools.

The Software may include third-party components subject to separate open-source or proprietary licenses. Axiomatic AI makes no representation regarding third-party obligations and assumes no liability for third-party software included in or accessed through the Software.

"Alpha Program" refers to the early-access preview phase during which Axiomatic AI grants you free usage access to one or more prototype software tools developed by Axiomatic AI for feedback, design validation, and feature exploration.

"Beta Program" refers to the pre-commercial evaluation phase during which Axiomatic AI grants you free usage access specifically to the AxI PIC Designer Beta for feedback and development purposes.

"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

Axiomatic AI grants the following license types:

• Evaluation License: A non-exclusive, non-transferable, revocable license to use the Software for internal evaluation purposes during the Alpha Program or Beta Program.
• Commercial License: May be offered post-beta under separate terms.

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 (collectively, "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 to evaluate and provide Feedback on the Software during the Alpha Program or Beta Program; and
• Return or destroy all copies of Confidential Information upon termination of this Agreement or upon Axiomatic AI's request.

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 the Alpha Program or Beta Program 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. If Licensee has concerns or constructive feedback, Licensee is encouraged to share those directly with Axiomatic AI through the official feedback channels.

Any intentional disparaging statement made in violation of this section shall be deemed a material breach of this Agreement, entitling Axiomatic AI to remedial measures, including suspension or termination of access to the Software and any other remedies available under law or equity. Nothing in this section limits Licensee's right to make fair, good-faith comments protected by applicable law or to provide feedback via the agreed 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 any 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. Nothing in this Agreement limits your right to continue using and exploiting your own ideas, concepts, or inventions.

User-generated content remains your property, but you grant Axiomatic AI a non-exclusive, worldwide, royalty-free license to use, reproduce, display, and analyze such content solely for the purposes of operating, maintaining, and improving the Software during the Alpha Program or Beta Program. This license will terminate 6 months after your participation in the respective program ends, unless extended by mutual agreement. 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 participating in the Alpha Program or Beta Program, 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 program participant in Axiomatic AI's marketing materials, website, 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 Beta Nature and Support Limitations

The Software is pre-release and experimental and 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 regarding the Software.

Support during the Alpha Program and Beta Program is provided on a reasonable efforts basis only and without any service-level commitments.

Data Collection and Use

Usage of the Software is governed by our Privacy Policy (https://axiomatic-ai.com/privacy-policy-beta/), which outlines how we collect, use, store, and protect information. By participating in the Alpha Program or Beta Program, 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 or end of Beta participation, 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 the following rights:

• Access the personal data we hold about you;
• Request correction of inaccurate or incomplete information;
• Request deletion of your personal data;
• Object to or restrict the processing of your data;
• Data portability rights;
• Withdraw previously given consent for data processing.

To exercise any of these rights, contact us at privacy@axiomatic-ai.com. We may require identity verification before processing such requests.

Legal Basis for Data Processing

We process your personal data on the following legal bases:

• Contractual Necessity: To provide access to the Alpha Program or Beta Program;
• Legitimate Interests: For internal analytics, performance monitoring, and product improvement;
• Consent: For voluntary feedback or survey participation;
• Legal Obligation: Where required by applicable law.

International Data Transfers

Your data may be processed in the United States or other jurisdictions. We implement safeguards, such as Standard Contractual Clauses (SCCs), where required to ensure adequate protection of your personal information under applicable laws like GDPR.

Data Protection and Security

We use encryption, access controls, secure hosting, and other technical safeguards to protect your information. However, you are responsible for maintaining your own backups. You acknowledge that no system is perfectly secure and we disclaim liability for any unauthorized access, disclosure, or data loss except as required by law.

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:

• DESIGN ERRORS OR INACCURACIES;
• PRODUCTION COSTS FROM DESIGNS CREATED USING THE SOFTWARE;
• DATA LOSS OR SERVICE INTERRUPTIONS.

Term and Termination

This Agreement remains in effect during your participation in the Alpha Program or Beta Program, for a minimum of 6 months, and may be extended. Axiomatic AI may terminate this Agreement at any time with or without cause. Upon termination, API access will be revoked.

Audit Rights

We may audit your use of the Software with at least 5 business days' notice, during normal business hours, and limited to technical data relevant to this Agreement.

Support During the Programs

Limited support is available via:

• Email: pic-designer@axiomatic-ai.com
• Feedback forums and surveys

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

Participation in the Alpha Program or Beta Program does not guarantee future access or pricing. Axiomatic AI reserves the right to introduce fees or alter access terms after the respective program ends.

Survival

Sections on Ownership and Intellectual Property, Feedback, Data Collection and Use, Indemnification, Limitation of Liability, and Governing Law shall survive the termination or expiration of this Agreement.

Entire Agreement

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

Governing Law

This Agreement is governed by the laws of the State of Delaware. Any legal actions shall be brought in the courts of Delaware.

Dispute Resolution

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.