AXIOMATIC AI END-USER LICENSE AGREEMENT (EULA)

This End-User License Agreement (“Agreement”) is entered into by and between Axiomatic-AI Inc., a Delaware corporation with its principal office at The Engine, 501 Massachusetts Avenue, Middlesex County, Cambridge, MA 02139 (“Axiomatic AI”, “we”, “our”, or “us”), and you, the end user (“you” or “Licensee”). By requesting access to or using the Software, you acknowledge that you have read and agree to this Agreement.

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.

“Third-Party Platforms” means independent platforms, repositories, marketplaces, or application frameworks (e.g., GitHub Apps) through which parts of the Software may be distributed or integrated.

“Feedback” means suggestions, ideas, or comments provided by the user regarding the Software. Feedback does not include Private Work.

“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.

“Private Work” means your User-Generated Content and Outputs, including prompts, queries, conversations, documents, notebooks, code, data, tool inputs and traces, workflows and results generated for you.

“Operational Data” means telemetry, usage and event metadata, limited project-level metadata, diagnostic, security, and access logs, and account and billing records generated by or collected through your use of the Software, excluding the content of Private Work. Diagnostic records that incidentally capture fragments of Private Work are treated as Private Work under this Agreement.

“Individual Use” means use of the Software by you, as an individual, in your personal, academic, or professional capacity, including use by students, faculty, and researchers at academic institutions and by individual scientists and engineers in the course of their work. Individual Use does not include: (a) deploying, provisioning, or administering the Software for or on behalf of an organization or its personnel (for example, through team, departmental, or enterprise accounts or organizational procurement); (b) using the Software to provide services to third parties, whether or not for a fee; or (c) reselling or redistributing the Software. Organizational and enterprise use requires a separate written agreement with Axiomatic AI.

License Types

Individual License: Subject to your compliance with this Agreement, Axiomatic AI grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software solely for Individual Use.

No other license is granted. Any organizational or enterprise use of the Software requires a separate written commercial agreement with Axiomatic AI. To discuss organizational or enterprise use, contact platform@axiomatic-ai.com.

You represent that your use of the Software is and will remain Individual Use, and you will notify Axiomatic AI if that changes. Axiomatic AI may suspend or terminate access if it reasonably believes the Software is being deployed or used for or on behalf of an organization without a separate written agreement.

You must be at least 18 years old and legally capable of entering into this Agreement.

Restrictions

You shall not:

• Reverse engineer, decompile, disassemble, or otherwise attempt to extract, derive, access, or discover the source code, underlying models, model weights, proprietary architecture, algorithms, or other proprietary components of the Software for the purpose of developing, training, improving, or enabling a competing product or service, or otherwise commercially exploiting Axiomatic AI’s proprietary technology;
• Sublicense, lease, rent, or resell the Software;
• Submit to or through the Software any content that is unlawful, infringing, or defamatory, or that you do not have the right to provide, or use the Software to create or disseminate malicious code;
• Notwithstanding the foregoing, Licensee may conduct benchmarking, testing, or competitive evaluation of the Software. Licensee may publicly disclose benchmarking or competitive evaluation results regarding the Software, if Licensee first provides Axiomatic AI a reasonable opportunity to review such results solely for purposes of verifying factual technical accuracy. Such review shall not constitute a right to approve, restrict, delay, or prevent publication of the results.
• Use the Software in violation of export laws or other applicable regulations.
• Use the Software other than for Individual Use, or deploy, provision, or administer it for or on behalf of any organization, absent a separate written agreement with Axiomatic AI;
• Use the Software to provide services to third parties, whether or not for a fee.

Confidentiality

Licensee agrees that all non-public information regarding the Software and Axiomatic AI’s business, including without limitation non-public performance data, non-public testing results, non-public product evaluations, system designs, roadmaps, trade secrets, bug reports, technical processes, algorithms, feature descriptions, documentation, know-how, pricing, marketing plans, and other non-public information disclosed or made available by Axiomatic AI that is identified as confidential or that reasonably should be understood to be confidential under the circumstances (“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.

Confidential Information does not include general observations, evaluations, testing results, or conclusions regarding the Software derived through ordinary authorized use, provided such disclosures do not reveal non-public technical details, proprietary architecture, source code, algorithms, trade secrets, or other Confidential Information of Axiomatic AI.

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.

Third-Party Platform Integrations and Distribution

Certain features of the Software may be made available, distributed, or integrated through third-party platforms, marketplaces, repositories, or application frameworks (“Third-Party Platforms”), including, for example, GitHub Apps.

Your use of any Third-Party Platform is governed by that platform’s own terms of service, privacy policies, and applicable rules. You are solely responsible for complying with such terms.

Axiomatic AI does not control and does not guarantee the continued availability, compatibility, or performance of any Third-Party Platform. Changes to a Third-Party Platform’s APIs, infrastructure, policies, or technical requirements may affect the functionality or availability of integrated features without liability to Axiomatic AI.

Axiomatic AI shall not be responsible or liable for any acts, omissions, data processing activities, security incidents, service interruptions, account suspensions, or policy changes of any Third-Party Platform.

To the extent the Software is accessed, installed, or distributed through a Third-Party Platform, functionality may be subject to additional permissions, restrictions, or limitations imposed by that platform.

Where authorized by you through a Third-Party Platform, integrated features may access account identifiers, repository or project metadata, installation data, or other information necessary to provide the Software’s functionality, limited to the permissions granted during authorization and strictly limited to what is technically necessary to provide the relevant functionality of the Software.

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. You grant Axiomatic AI a non-exclusive, worldwide, royalty-free license, sublicensable solely to service providers acting on its behalf, to host, store, reproduce, transmit, process, modify, display, and analyze Private Work solely as necessary to provide, secure, support, and troubleshoot the Software and to carry out your instructions. 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. Axiomatic AI may retain and use anonymous or aggregated Operational Data, and analyses and improvements derived from it, after termination, subject to applicable law.

As between you and Axiomatic AI, you own your User-Generated Content and Outputs, and Axiomatic AI hereby assigns to you any rights it may hold in Outputs generated for you, subject to the limited license you grant Axiomatic AI above. Subject to applicable law and third-party rights, you may use, reproduce, publish, and commercially exploit your Outputs, including in scholarly publications and patent filings. This does not expand the license to the Software itself, which remains limited to Individual Use. You acknowledge that Outputs may not be unique to you or protectable under intellectual property law, that AI-assisted inventions and works may require a significant human contribution to be patentable or protectable, and that Axiomatic AI conveys no rights it does not hold.

Private Work Commitments. Except with your separate, affirmative opt-in consent, Axiomatic AI will not use your Private Work to train, fine-tune, or evaluate models or to develop capabilities, shared skills, templates, or recommendations for other users; will not use your Private Work to publish, patent, or otherwise commercialize research or to compete with you; and will not disclose your Private Work to other users. Axiomatic AI personnel access Private Work only as necessary to provide support you request, to ensure security and prevent abuse, to maintain reliability and diagnose issues, to enforce this Agreement, or to comply with applicable law or legal process. Removing identifying information from Private Work, or combining the Private Work of multiple users, does not expand these permitted uses. Opt-in controls are not currently available; until they are, Axiomatic AI does not use Private Work for any of the purposes requiring opt-in consent. These commitments do not restrict Axiomatic AI’s use of Operational Data or of information that is public, licensed from third parties, or synthetically generated.

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. By submitting User-Generated Content, you certify that your submission of that content to the Software, and any sharing of it with or through the Software, is lawful and does not violate any agreement, court order, or other obligation binding on you. 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. Axiomatic AI does not pre-screen or monitor User-Generated Content and has no obligation to do so, and it may remove, restrict, or refuse to process any content at its discretion without liability.

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. You must not submit special categories of personal data or sensitive data (such as health, biometric, or genetic data), credentials, payment-card data, government-issued identifiers, export-controlled technical data, or other highly sensitive or regulated information to the Software unless Axiomatic AI expressly authorizes the submission in writing.

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. Outputs do not constitute professional, legal, financial, medical, or engineering advice, and qualified human review and independent validation are required before any engineering, production, or safety-related reliance on Outputs. No statement made by Axiomatic AI or its representatives in marketing materials, product pages, demonstrations, or other pre-contractual contexts creates any warranty, representation, or obligation beyond those expressly set forth in this Agreement. 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.

Disclaimer of Experimental Nature and Support Limitations

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND AXIOMATIC AI DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY.

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 Operational Data generated through your use of the Software, and process your Private Work (including the prompts, queries, and other inputs you submit and the Outputs generated in response) as necessary to provide the Software and carry out your instructions;
• Collect limited project-level metadata to understand performance and usability;
• Use de-identified and aggregate Operational Data for product analytics, error resolution, and improvement of the Software. Axiomatic AI does not use Private Work to train, evaluate, or improve models or capabilities for other users except with your separate, affirmative opt-in consent, as described in the Private Work Commitments above;
• Store this data in accordance with our retention policies. We will handle erasure requests in accordance with the GDPR and the retention periods and criteria set out in our Privacy Policy. Where legal obligations or legitimate interests prevent immediate deletion, we will block the data, restrict its use to the purpose that justifies its retention, and anonymize it when feasible.

As between you and Axiomatic AI, Axiomatic AI owns all Operational Data, together with all de-identified, aggregated, or derived data, analyses, models, and improvements created from such data, and may retain and use the foregoing for any lawful business purpose, subject, in the case of personal data, to the Privacy Policy and applicable data protection law.

For more information, including subprocessors and data subject rights, please refer to our Privacy Policy or contact privacy@axiomatic-ai.com. In the event of any conflict between this Agreement and the Privacy Policy with respect to personal data, the Privacy Policy will control.

SMS Communications

Axiomatic AI uses SMS solely to deliver one-time verification codes for multi-factor authentication (MFA). By providing your phone number during registration, or account management you consent to receive these transactional messages.

Program: Axiomatic AI Message Frequency: Message frequency varies based on account activity. Rates: Message and data rates may apply depending on your carrier plan. Opt-out: Reply STOP to any message to unsubscribe. You will receive a one-time confirmation and no further messages will be sent. Help: Reply HELP for assistance, or contact us at support@axiomatic-ai.com.

Phone numbers collected for MFA are processed by Auth0, are not stored directly by Axiomatic AI, and are not used for marketing or shared with third parties for marketing or promotional purposes. For full details, see our Privacy Policy.

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.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AXIOMATIC AI’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO AXIOMATIC AI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED U.S. DOLLARS (US$100).

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, Private Work Commitments, Feedback, Confidentiality, Data Collection and Use, Indemnification, Limitation of Liability, Dispute Resolution and Governing Law shall survive termination.

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.

Nothing in this Agreement deprives you of any mandatory consumer protection rights or jurisdictional rights available under applicable law.

Dispute Resolution

For users outside the European Union

Any dispute, claim, or controversy arising out of or relating to this Agreement or the Software shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Consumer 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.

To the maximum extent permitted by applicable law, all claims must be brought on an individual basis only, and neither party may participate in a class, collective, consolidated, or representative action or arbitration. Either party may bring an individual claim in small-claims court instead of arbitration. You may opt out of this arbitration provision and class-action waiver by emailing legal@axiomatic-ai.com within thirty (30) days after you first accept this Agreement, stating your name, the email address associated with your account, and your decision to opt out; if you timely opt out, disputes will be resolved in the courts specified in the Governing Law section.

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.

Entire Agreement

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

By requesting access to or using the Software, you acknowledge that you have read and agree to this Agreement.