BrainChip Akida® IP Cloud
Access Agreement

Version 1.0

The following are the terms of service (“Terms”) applicable to all persons and entities (“You” or “Customer”) who are granted access to a cloud computing resource (“Cloud”) hosted by or on behalf of BrainChip, Inc. (“BrainChip,” “We,” “Us”) for the purpose of utilizing the Akida® Neuromorphic Processor IP and associated tools.

1. Grant of License and Access

Subject to your compliance with these Terms, BrainChip grants You a non-exclusive, non-transferable, revocable right to access and use the Cloud. This access is provided for the sole purpose of evaluating, benchmarking, and validating computational applications using the BrainChip Akida® Intellectual Property (“Licensed IP”) and learning programming techniques for the Akida environment.

2. Acceptable Use

2.1. You may use the Cloud to develop, test, and benchmark your applications for compatibility and performance with the Licensed IP.
2.2. You must abide by the license and usage terms of any software that you use on the Cloud, including, but not limited to, compilers, performance libraries, development kits, and diagnostic tools provided by BrainChip or its third-party partners.
2.3. Your use is strictly for evaluation and development purposes within the provided cloud environment.

3. Prohibited Use

To protect the integrity of the cloud platform and BrainChip’s core technology, the agreement establishes clear rules about what you cannot do. This section outlines activities that are strictly forbidden. A critical clause is the prohibition against any form of reverse engineering. This rule is in place to safeguard the proprietary design and trade secrets of the processor architecture. Beyond protecting the IP, the terms also forbid general malicious activities.

3.1. You must not use the Cloud to engage in any illegal, unethical, or malicious activity. Prohibited usage includes, but is not limited to, sending unsolicited bulk email (spamming), exploiting the cloud resources for cyber-attacks, traffic snooping, or exploring vulnerabilities in the Cloud software.
3.2. You shall not, and shall not attempt to, download, reverse engineer, decompile, disassemble, or otherwise extract the Licensed IP from the Cloud environment.
3.3. We specifically prohibit the following activities in the Cloud:

3.3.1. Cryptocurrency mining.
3.3.2. “Scraping” (automated download of information from public resources).
3.3.3. Storing, processing, or transmitting any materials (video, images, datasets, software, etc.) in violation of copyright law or licensing rules.
3.3.4. Using the Licensed IP or Cloud for any purpose other than the evaluation and development related to the project through which you were granted access.
3.3.5. Publishing or providing a public product review based on your access.

4. Customer Data on the Cloud

4.1. Data Ownership: You retain all intellectual property rights to the data, code, and other materials you upload to the Cloud (“Customer Data”). We do not claim any ownership rights to your Customer Data.
4.2. Data Usage and Monitoring: You agree that We may collect and analyze metadata and usage statistics related to your use of the Cloud and Licensed IP. This data will be used to improve our services, provide support, and ensure compliance with these terms. We will not access the content of your Customer Data except as required for security purposes or to resolve a service issue.
4.3. Data Security: We will implement commercially reasonable methods to protect your Customer Data from unauthorized exposure. However, we make no guarantee of absolute privacy and shall not be liable for any data leaks resulting from software vulnerabilities, your own actions, or a security oversight.
4.4. Confidential and Sensitive Data: The Cloud environment is for development and evaluation. Do not upload, store, or process any personally identifiable information (PII), sensitive personal data, or production-level confidential information. By using the Cloud, you expressly grant us the right to inspect your data and activity for signs of malicious or prohibited actions.

5. Intellectual Property Rights

You acknowledge and agree that BrainChip is the sole and exclusive owner of all right, title, and interest in and to the Licensed IP, the Cloud platform, and all associated intellectual property. These terms grant you a limited right of access and use, not a transfer of ownership.

6. Termination of Access

6.1. We reserve the right to terminate your access to the Cloud at any time if we detect malicious or prohibited activity, observe signs that you are preparing for such activity, or for any other breach of these Terms.
6.2. If your access is terminated, our liability to you is limited to the amount that you have paid us for the access period that was terminated. If you have not paid us for access or paid a third party, we shall not be liable for any loss or inconvenience on your part. Upon termination, you must cease all use and we may, at our discretion, delete all Customer Data.
7. Consent to Receive Communication
7.1. You agree to receive email communication from us related to your usage of the Cloud, such as notices of account activation, planned downtime, and announcements of changes.
7.2. If you gained access through a “Try Before You Buy” program or another project that expressly relates your access to potential business transactions, you also agree to receive messages regarding our products and services. You will be able to unsubscribe from business communications.

8. Information Sharing with Business Partners

If access to the Cloud was provided through a project involving BrainChip’s business partners, you allow us to share your registration information and usage data with that partner. You may also be bound by additional terms set forth by the partner.

9. Account Transfer

You are not allowed to share or transfer your account to any third party who has not acknowledged and agreed to these Terms.

10. Changes

We reserve the right to make changes to these Terms at any time. Your continued use of the Cloud after any such changes constitutes your acceptance of the new Terms.

11. Limitation of Liability and Disclaimer of Warranties

11.1. Disclaimer of Warranties:
The cloud platform and licensed IP are provided “as is” and “as available” without warranty of any kind, express or implied. BrainChip disclaims all warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or that use of the cloud will be uninterrupted or error-free.

11.2. Limitation of Liability: To the maximum extent permitted by law, BrainChip shall not be liable for any indirect, incidental, consequential, special, or exemplary damages arising out of or in connection with your use of the cloud, even if advised of the possibility of such damages. BrainChip’s total liability for any claim under these terms shall not exceed the fees paid by you (if any) for the specific access period during which the claim arose.

12. Export Compliance

You agree to comply fully with all applicable export control and economic sanctions laws and regulations of the United States and other applicable jurisdictions. You shall not export, re-export, or otherwise transfer any portion of the Licensed IP or Cloud platform to any country, entity, or person prohibited under such laws without proper authorization from the relevant government authorities.

13. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any legal action or proceeding arising under or related to these Terms shall be brought exclusively in the state or federal courts located in Orange County, California, and You hereby consent to the personal jurisdiction and venue of such courts.

14. Indemnification

You agree to indemnify, defend, and hold harmless BrainChip, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) your violation of these Terms, (b) your use or misuse of the Cloud, or (c) any data, content, or software you upload to or use within the Cloud environment that infringes or misappropriates the intellectual property or privacy rights of any third party.

15. No Warranted Service Level

BrainChip does not guarantee uninterrupted or error-free access to the Cloud and makes no service level commitments. You acknowledge that the Cloud may be subject to scheduled or unscheduled downtime for maintenance, updates, or other reasons, and BrainChip shall not be liable for any loss or inconvenience arising from such downtime.

16. Term of Agreement

Access to the Cloud is granted for a limited period as specified in your applicable purchase order (“Access Period”). Unless otherwise agreed in writing, the term of this Agreement shall begin on the date you are granted access and shall automatically expire at the end of the Access Period. BrainChip may, at its sole discretion, extend or renew the Access Period upon request or based on project needs. Either party may terminate this Agreement earlier in accordance with Section 6 (Termination of Access).

Akida Cloud Terms of Service

BrainChip Akida® IP Cloud Access Agreement