1. Definitions

1.1 "Design Data" means every file and item of information the Tool generates or displays, including STEP and other CAD files, assemblies, drawings, previews, layouts, dimensions, design reports and part codes, and any copy, translation, modification or derivative of them, in any form.

1.2 "Hayagreeva Technology" means the Tool, its software, design rules, parameters, algorithms and know-how, the cold plate architectures it embodies, and all related patents, patent applications, designs, copyrights, trade secrets and other intellectual property.

1.3 "Authorised Users" means the individual who accepted this Agreement and any other employees of the Licensee whom Hayagreeva has approved for an account.

1.4 "Permitted Purpose" has the meaning given in section 3.

2. Acceptance, authority and accounts

2.1 You confirm that you are at least 18 years old and are authorised to bind the Licensee to this Agreement. If you are not so authorised, you accept it personally.

2.2 Access is by invitation and approval only. Hayagreeva may approve, refuse, limit, suspend or revoke any account at its sole discretion, without giving reasons.

2.3 Each account is personal to one Authorised User. You will keep your sign-in credentials confidential, will not share an account, and will tell us promptly at the contact published on centamilx.ai if you suspect unauthorised use. The Licensee is responsible for everything done through its accounts.

2.4 The information you give us (name, company, role and purpose) must be true and complete, and you will keep it up to date.

3. Licence grant

3.1 Subject to your continuing compliance with this Agreement, Hayagreeva grants the Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence, during the term of this Agreement, to use the Design Data solely to (a) evaluate the designs, (b) integrate them into the Licensee's own products, and (c) manufacture, or have a contract manufacturer manufacture, cold plates for those products (the "Permitted Purpose").

3.2 Any other use, including resale or supply of the Design Data or of cold plates made from it to third parties as a stand-alone product, volume production beyond what Hayagreeva has approved in writing, or use for a third party's products, requires a separate written agreement with Hayagreeva, which may carry fees.

3.3 A contract manufacturer may receive Design Data only for the Permitted Purpose, only to the extent it needs it, and only if it is bound in writing by confidentiality and use restrictions at least as protective as this Agreement. The Licensee is liable for its contract manufacturers' acts and omissions.

4. Restrictions

4.1 You will not, and will not allow anyone else to: (a) copy, distribute, publish, sell, rent, lend or otherwise make the Design Data available except as section 3 allows; (b) reverse engineer, decompile, scrape, systematically extract or attempt to derive the design rules, algorithms or source code of the Tool, including by generating designs in bulk or by automated means; (c) use the Tool or the Design Data to build, train, benchmark or improve a competing design tool, model or product; (d) file any patent, utility model, design registration or other IP application that claims or discloses the Design Data or Hayagreeva Technology, or challenge Hayagreeva's rights in them; (e) remove, alter or obscure any licence notice, licensee identifier, job number or other marking in the files; (f) access the Tool by any means other than the interface we provide, or interfere with its security or operation; or (g) use the Tool or the Design Data in breach of any law.

5. Ownership and intellectual property

5.1 Hayagreeva and its licensors own all right, title and interest in the Tool, the Hayagreeva Technology and the Design Data, including every copy and derivative. The licence in section 3 is the only right you receive; no other right is granted by implication, estoppel or otherwise. Patent applications covering the Hayagreeva Technology are pending.

5.2 The Licensee keeps ownership of its own product designs, provided they do not incorporate Design Data except under this licence.

5.3 If you modify Design Data or develop an improvement to it or to the Hayagreeva Technology ("Improvement"), the Improvement remains subject to this Agreement, and you grant Hayagreeva a perpetual, irrevocable, worldwide, royalty-free, fully paid-up licence, with the right to sublicense, to use, make, sell and otherwise exploit that Improvement. You will tell Hayagreeva about any such Improvement on request.

5.4 Hayagreeva may use any suggestions, comments or feedback you give about the Tool or the Design Data freely and without obligation to you.

6. Confidentiality

6.1 The Design Data, the Tool's behaviour and any non-public information Hayagreeva shares with you are Hayagreeva's confidential information. You will use it only for the Permitted Purpose, protect it with at least the care you use for your own confidential information and no less than reasonable care, and disclose it only to Authorised Users and permitted contract manufacturers who need it and are bound by written obligations at least as protective as these.

6.2 These obligations do not apply to information you can show was public through no fault of yours, was lawfully known to you without restriction before you received it, or was independently developed without use of Hayagreeva's information. You may disclose information where required by law, after giving Hayagreeva prompt notice where lawful.

6.3 These obligations last during this Agreement and for five years after it ends, and for trade secrets for as long as they remain trade secrets.

7. Traceability, records and audit

7.1 Every file the Tool generates carries the Licensee's identity, the user's name and email, a job number and a licence notice. Hayagreeva records every request and generated package, including inputs, time and account.

7.2 The Licensee will keep reasonable records of where Design Data has been stored and to whom it has been disclosed. On reasonable notice, and not more than once a year unless Hayagreeva has reasonable grounds to suspect a breach, Hayagreeva or its appointed auditor may verify compliance with this Agreement. You will cooperate promptly.

7.3 You will notify Hayagreeva promptly, and in any case within 72 hours, after becoming aware of any unauthorised use or disclosure of Design Data, and will help us contain it.

8. Export control and sanctions

8.1 Design Data may be subject to the export control and sanctions laws of the United States and other countries. You will comply with all such laws and will not export, re-export, transfer or release Design Data to any destination, end user or end use prohibited by them, including to any sanctioned country or region or to any person on a restricted-party list. You confirm that you and the Licensee are not such a person and are not owned or controlled by one.

9. No warranty and your responsibility for validation

9.1 The Design Data is generated automatically from geometric design rules. It is not a thermal, hydraulic, structural or reliability prediction, and it has not been tested for your application.

9.2 THE TOOL AND THE DESIGN DATA ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, HAYAGREEVA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, PERFORMANCE, AVAILABILITY AND NON-INFRINGEMENT.

9.3 The Licensee is solely responsible for checking dimensions and fit, verifying thermal and hydraulic performance, pressure and leak testing, material and process selection, safety, regulatory compliance and the suitability of any product built from the Design Data before use, sale or deployment.

10. Limitation of liability

10.1 TO THE FULLEST EXTENT PERMITTED BY LAW, HAYAGREEVA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, PRODUCTION, EQUIPMENT OR GOODWILL, OR ANY DAMAGE TO HARDWARE OR PROPERTY, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TOOL OR THE DESIGN DATA, HOWEVER CAUSED AND EVEN IF ADVISED OF THEIR POSSIBILITY.

10.2 HAYAGREEVA'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF THE FEES THE LICENSEE PAID HAYAGREEVA FOR THE TOOL IN THE TWELVE MONTHS BEFORE THE CLAIM AND ONE HUNDRED US DOLLARS (US$100).

11. Indemnity

11.1 The Licensee will defend, indemnify and hold harmless Hayagreeva and its directors, officers, employees and affiliates against any claim, loss, liability, damage, cost or expense (including reasonable legal fees) arising out of (a) the Licensee's or its contract manufacturers' breach of this Agreement, (b) any product the Licensee designs, makes or sells using the Design Data, or (c) the Licensee's breach of law.

12. Term, suspension and termination

12.1 This Agreement starts when you accept it and continues until terminated. Hayagreeva may suspend access or terminate this Agreement, in whole or for any user, at any time and for any reason, with or without notice. The Licensee may terminate it at any time by written notice.

12.2 This Agreement ends automatically if you breach sections 3, 4, 6 or 8.

12.3 When this Agreement ends: (a) all licences end and you will immediately stop using the Design Data; (b) within 14 days you will delete or destroy all Design Data in your and your contract manufacturers' possession, except copies you must keep by law, which remain subject to this Agreement; and (c) on request you will confirm this in writing signed by an officer of the Licensee. Hayagreeva may agree in writing that products already manufactured or in production may be completed and used.

12.4 Sections 1, 4 to 7, 9 to 11, this section 12 and sections 13 to 15 survive termination.

13. Personal data

13.1 To run the Tool and enforce this Agreement we process the name, email address, company, role and stated purpose of each user, the design inputs submitted, and usage records such as time, IP address and generated packages. We use this information to provide and secure the Tool, to manage licences and to protect our rights, and we keep it for as long as needed for those purposes. Our authentication, hosting and storage providers process it on our behalf.

14. Governing law and disputes

14.1 This Agreement and any dispute arising out of or relating to it are governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 The state and federal courts located in the State of Delaware have exclusive jurisdiction, and each party submits to their jurisdiction and venue. Hayagreeva may nevertheless seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information, and you agree that a breach of sections 3, 4 or 6 would cause Hayagreeva irreparable harm for which damages alone would not be an adequate remedy.

15. General

15.1 Changes. Hayagreeva may update this Agreement. The updated version applies once you accept it, and you will be asked to accept it before you can use the Tool again.

15.2 Entire agreement. This Agreement is the entire agreement between the parties about its subject matter and supersedes any earlier understanding. A separate written agreement signed by Hayagreeva prevails over this Agreement to the extent they conflict.

15.3 Assignment. The Licensee may not assign or transfer this Agreement without Hayagreeva's prior written consent. Hayagreeva may assign it, including to an affiliate or a successor to its business.

15.4 Severability and waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the rest of this Agreement will remain in effect. A failure to enforce a provision is not a waiver.

15.5 Notices and electronic acceptance. Notices to the Licensee may be sent to the email address of the accepting user. Notices to Hayagreeva must be sent to the contact published on centamilx.ai. Electronic acceptance of this Agreement is as binding as a signed paper copy, and Hayagreeva's records of acceptance are evidence of it.

15.6 Relationship. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.