End-User License Agreement (EULA)

Preamble

This End User License Agreement ("Agreement") is a legal agreement between Valkyrie Semiconductor, LLC ("Licensor", "we", "us", or "our") and you ("Licensee", "you", or "your"), the purchaser or authorized end user of the Equipment defined below.

BY INSTALLING, COPYING, ACCESSING, OR USING THE SOFTWARE, OR BY ACCEPTING THIS AGREEMENT DURING THE PURCHASE PROCESS, SETUP, CONFIGURATION, OR ANY UPDATE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SOFTWARE OR THE EQUIPMENT.

This Agreement supplements and is incorporated by reference into Licensor's Terms & Conditions of Sale available at https://www.valkyriesemi.com/terms. In the event of any conflict between this Agreement and the Terms & Conditions of Sale, this Agreement shall control with respect to the Software.

1. Definitions

"Equipment" means the Valkyrie Semiconductor hardware products, including but not limited to motion control systems, flow control systems, thermal controllers, epitaxy reactor control systems, and other equipment control systems, together with any associated components, with which the Software is provided or embedded.

"Software" means the computer software, firmware, applications, libraries, interfaces, protocols, documentation, configuration tools, and any updates, upgrades, patches, or new versions thereof, that are embedded in, provided with, or made available for use with the Equipment for the purposes of controlling, monitoring, operating, and providing user interfaces to the Equipment.

"Equipment Data" means all settings, configurations, operational parameters, logs, and other information stored or processed by the Software in connection with the operation of the Equipment.

2. Grant of License

Subject to the terms and conditions of this Agreement and your valid purchase of the Equipment, Licensor grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable, and perpetual license to:

1. 1. Use the Software solely as embedded in or provided with the specific individual unit of Equipment with which the Software was originally delivered, and solely for your internal business purposes in operating that Equipment in accordance with its accompanying documentation;
   2. Install and use any updates or upgrades to the Software provided by Licensor for that specific Equipment unit; and
   3. Make a reasonable number of backup or archival copies of user-configurable portions of the Software solely for disaster recovery or business continuity purposes related to the specific Equipment unit.

The Software is licensed, not sold. No ownership or other rights in the Software are transferred to you except for the limited license expressly set forth above. All rights not expressly granted are reserved by Licensor.

3. Restrictions and Prohibited Uses

You shall not, and shall not permit or encourage any third party to, directly or indirectly:

1. 1. Reverse Engineer or Decompile: Reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to discover, derive, or reconstruct the source code, underlying ideas, algorithms, protocols, data structures, or architecture of the Software;
   2. Modify or Create Derivatives: Modify, adapt, translate, enhance, or create derivative works based upon the Software or any part thereof;
   3. Hardware Lock: Use, install, or operate the Software with, on, or in connection with any hardware, device, or system other than the specific unit of Valkyrie Equipment with which the Software was originally provided;
   4. Competing Products: Use the Software, or any information derived from it, to develop, design, manufacture, market, or assist in the development of any competing equipment, control systems, or software products or services;
   5. Remove Notices: Remove, alter, obscure, or tamper with any copyright, trademark, patent, proprietary, safety, or other notices, warnings, or legends contained in or on the Software, documentation, or Equipment;
   6. Confidentiality of Interfaces: Disclose, publish, reverse engineer, or otherwise make available any protocols, APIs, communication interfaces, or command structures of the Software, except as expressly authorized in writing by Licensor or as minimally necessary for standard equipment integration (e.g., SECS/GEM) under appropriate confidentiality obligations;
   7. Transfer or Sublicense: Rent, lease, lend, sell, sublicense, distribute, loan, or otherwise transfer the Software, any copy thereof, or any rights under this Agreement to any third party;
   8. Unlawful Use: Use the Software for any unlawful purpose or in any manner that violates any applicable federal, state, or local law, regulation, or ordinance.

These restrictions are material terms of this Agreement. Any violation may result in immediate termination of the license and pursuit of all available remedies, including injunctive relief and claims for damages.

4. Ownership and Intellectual Property

Licensor and its licensors retain all right, title, and interest in and to the Software, including without limitation all copyrights, patents, trade secrets, trademarks, and other intellectual property rights therein. The Software is protected by copyright laws and international treaty provisions. You acquire no rights in the Software other than the limited license expressly granted in this Agreement. All goodwill associated with the Software and Licensor's marks inures solely to Licensor.

5. Open Source Software

The Software may contain, be based upon, or be bundled with certain open source software components ("OSS Components"). OSS Components are licensed under the terms of their respective open source licenses (e.g., Apache License 2.0 for Node-RED, applicable NVIDIA Jetson / JetPack licenses, STM32Cube / HAL licenses, EtherCAT driver licenses, and Linux kernel / Ubuntu components).

Your use of OSS Components is governed exclusively by the applicable open source license terms, which are referenced in an accompanying Software Bill of Materials (SBOM), attribution notice, or documentation provided with the Equipment or available upon written request. Nothing in this Agreement is intended to limit or restrict your rights under any applicable OSS license. Licensor's proprietary code and the overall Software remain subject to the terms of this Agreement.

You are responsible for complying with all applicable OSS license obligations. Licensor will provide a current SBOM and attribution information upon reasonable request.

6. Equipment Data, Settings, and Liability Disclaimer

The Software stores and processes Equipment Data necessary for the configuration, operation, and monitoring of the Equipment. You are solely responsible for the backup, security, and management of all Equipment Data. You are also solely responsible for removing, sanitizing, or wiping any sensitive, proprietary, or confidential information from the Equipment and Software prior to returning the Equipment to Licensor for service, repair, RMA, or any other purpose.

The Software is designed to operate in a standalone manner without requiring internet connectivity and is intended for deployment behind customer firewalls and security perimeters. Licensor does not provide or support remote access to the Equipment or Software as part of the standard product offering.

Licensor does not intentionally collect, access, transmit, or use your customer data or Equipment Data except to the extent necessary to provide technical support, warranty service, or as required by applicable law. In the event Licensor or its personnel become exposed to Equipment Data or other information during support, RMA, or service activities (for example, because you have not removed such data), you agree that Licensor shall have no liability whatsoever for such exposure, provided Licensor exercises reasonable care in handling the Equipment. You hereby release and discharge Licensor from any and all claims, demands, or causes of action arising from or related to such exposure to the maximum extent permitted by applicable law.

Any APIs, communication protocols, or interfaces provided with the Software (including potential compatibility with standards such as SECS/GEM) are furnished solely to enable integration with your internal systems and remain subject to all confidentiality, use, and non-reverse-engineering restrictions set forth in this Agreement.

7. Updates and Support

Licensor may, at its sole discretion, develop and provide updates, patches, bug fixes, security improvements, or new versions of the Software (including full system image flashes). By installing or using any such update, you agree to be bound by the then-current version of this Agreement. Updates may be provided via physical media, secure electronic delivery, or other means determined by Licensor. Licensor has no obligation to provide updates or to support any version of the Software beyond the period, if any, specified in the applicable Terms & Conditions of Sale or separate support agreement.

8. Warranties and Disclaimers

THE SOFTWARE AND EQUIPMENT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR QUIET ENJOYMENT.

LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. LICENSOR MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION, DATA, OR RESULTS OBTAINED THROUGH USE OF THE SOFTWARE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY IMPLIED WARRANTIES ARE HEREBY DISCLAIMED AND LIMITED IN DURATION TO THE SHORTEST PERIOD PERMITTED BY LAW (OR, IF LONGER, THE DURATION OF ANY EXPRESS WARRANTY PROVIDED IN THE TERMS & CONDITIONS OF SALE).

9. Limitation of Liability

IN NO EVENT SHALL LICENSOR, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR ENHANCED DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, INCOME, DATA, BUSINESS OPPORTUNITY, GOODWILL, OR BUSINESS INTERRUPTION, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LICENSOR'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SOFTWARE, THE EQUIPMENT, OR ANY RELATED SERVICES SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY YOU TO LICENSOR FOR THE SPECIFIC EQUIPMENT UNIT GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM.

THE FOREGOING LIMITATIONS AND EXCLUSIONS SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND REGARDLESS OF WHETHER LIABILITY ARISES FROM BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIABILITY; IN SUCH CASES, LICENSOR'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

10. Indemnification

You agree to indemnify, defend, and hold harmless Licensor and its affiliates, officers, directors, employees, agents, and suppliers from and against any and all claims, demands, suits, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs) arising out of or relating to: (a) your use or misuse of the Software or Equipment; (b) your violation of this Agreement or any applicable law; (c) any Equipment Data, content, or information you input, store, or fail to secure or remove; (d) any modification, combination, or integration of the Software with other software or hardware not authorized by Licensor; or (e) any claim that your use of the Software infringes the rights of a third party (except to the extent caused solely by the unmodified Software as provided by Licensor).

11. Termination

This Agreement and all licenses granted hereunder shall terminate automatically and immediately upon any material breach by you of any term or condition of this Agreement, including without limitation any violation of the restrictions set forth in Section 3.

Upon termination or expiration, you must immediately: (i) cease all use of the Software; (ii) destroy or return to Licensor all copies of the Software in your possession or control; and (iii) upon Licensor's request, provide written certification that you have complied with the foregoing.

Licensor reserves all rights and remedies available under this Agreement, at law, or in equity, including but not limited to claims for damages, injunctive relief, and any technical measures that may be available to enforce compliance or protect Licensor's rights (such as disabling or limiting Software functionality on the Equipment where technically feasible and consistent with applicable law).

The following Sections shall survive termination or expiration of this Agreement: Sections 4, 5, 6, 8, 9, 10, 12, 13, 14, and 15.

12. Export Compliance

The Software and Equipment may be subject to United States export control laws and regulations, including the Export Administration Regulations ("EAR") administered by the Bureau of Industry and Security and the International Traffic in Arms Regulations ("ITAR") administered by the Directorate of Defense Trade Controls. You agree to comply fully with all applicable export and import control laws and regulations. You shall not export, re-export, transfer, or disclose the Software or Equipment, directly or indirectly, to any country, entity, or person prohibited under applicable law or to whom such export would require an export license or other authorization without first obtaining such license or authorization. You represent and warrant that you are not located in, under the control of, or a national or resident of any country or territory subject to comprehensive U.S. sanctions.

13. Governing Law and Dispute Resolution

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, United States of America, without regard to its conflict of laws principles.

Negotiation. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement or the breach thereof, the parties shall first attempt in good faith to resolve the dispute through direct negotiation.

Arbitration. If the dispute is not resolved through negotiation within thirty (30) days (or such longer period as the parties may agree), either party may submit the dispute to binding arbitration administered by JAMS (or, if JAMS is unavailable, the American Arbitration Association) in Maricopa County, Arizona, in accordance with its then-current Commercial Arbitration Rules. The arbitration shall be conducted before a single arbitrator mutually selected by the parties (or appointed in accordance with the applicable rules). The arbitrator's decision shall be final and binding, and judgment upon the award may be entered and enforced in any court having jurisdiction. Each party shall bear its own costs of arbitration unless the arbitrator determines otherwise.

Injunctive Relief. Notwithstanding the foregoing arbitration provision, Licensor retains the unrestricted right to seek temporary, preliminary, or permanent injunctive or other equitable relief from any court of competent jurisdiction to protect its intellectual property rights, trade secrets, or to prevent irreparable harm arising from any actual or threatened breach of this Agreement, without first exhausting negotiation or arbitration procedures and without waiving its right to arbitration for any other claims or damages.

14. Miscellaneous

Entire Agreement. This Agreement, together with the Terms & Conditions of Sale, any applicable purchase order or quotation documentation, and any SBOM or OSS attribution notices, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings, whether written or oral.

Amendments. Licensor reserves the right to update or modify this Agreement for future versions of the Software or Equipment. Continued use of the Software after notice of any such change constitutes acceptance of the revised terms.

Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, severed from this Agreement. The remaining provisions shall continue in full force and effect.

Waiver. No failure or delay by Licensor in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise of that or any other right.

Assignment. You may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without the prior written consent of Licensor. Any attempted assignment in violation of this provision shall be void. Licensor may assign this Agreement without restriction.

Notices. All notices required or permitted under this Agreement shall be in writing and delivered by certified mail, overnight courier, or email (with read receipt) to the addresses set forth below or to such other address as a party may designate in writing.

Relationship of Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

15. Contact Information

Acknowledgment and Acceptance

This EULA applies to all Valkyrie Equipment control systems and is incorporated into our Terms of Sale