chipIgnite Commercial Terms
Last Updated: November 13, 2025
This Commercial Purchase Agreement ("Agreement") is made between Umbralogic Technologies LLC, dba ChipFoundry ("ChipFoundry"), and the Customer ("Customer") who wishes to utilize the chipIgnite platform for semiconductor design fabrication services.
1.1 Definitions
"ChipFoundry" refers to ChipFoundry.io, the provider of the chipIgnite platform.
"Customer" refers to the individual, organization, or educational institution utilizing the chipIgnite service.
"Project" refers to a single design submission for fabrication through the chipIgnite platform.
"Shuttle" refers to a scheduled multi-project wafer (MPW) production run.
"Minimum Customer Threshold" refers to the minimum number of committed projects required for a shuttle to proceed.
1.2 Scope of Agreement
These terms apply to all transactions conducted through the chipIgnite platform. By placing an order or making a reservation, the Customer acknowledges and agrees to these terms.
ChipFoundry provides a multi-project wafer (MPW) program through its chipIgnite platform, enabling Customers to submit designs ("Project") for inclusion on a scheduled production run ("Shuttle"). The services include fabrication, and may include additional services such as design review and technical support, as detailed in the chipIgnite service description.
3.1. Customer will submit designs according to ChipFoundry's guidelines and deadlines.
3.2. Shuttle schedules are maintained at chipfoundry.io and are subject to change.
3.3. Shuttle launches are contingent upon meeting a minimum customer commitment threshold. ChipFoundry may reschedule or cancel a shuttle if this threshold is not met.
3.4. ChipFoundry is not obligated to review, test, or validate Customer's submission but reserves the right to reject any design.
4.1. Standard Pricing
The base price for a standard chipIgnite project is $14,950 USD.
This price includes:
4.2. Optional Services
Additional services are available at extra cost:
4.3. Academic and Volume Discounts
5.1. Reservation
Customers may reserve a spot on an upcoming shuttle by submitting a reservation form and initial deposit.
A non-refundable deposit of $500 USD is required to secure a reservation.
The deposit will be applied to the total project cost.
5.2. Payment Schedule
For standard projects, the following payment schedule applies:
5.3. Payment Methods
Payment methods include:
5.4. Invoicing
Invoices will be issued electronically to the Customer's designated billing contact.
Invoices must be paid according to the terms specified on the invoice.
Late payments may result in project cancellation or removal from the scheduled shuttle.
6.1. Shuttle Schedule
chipIgnite shuttle schedule is posted and maintained at chipfoundry.io
6.2. Minimum Customer Threshold
Each shuttle launch is contingent upon meeting a minimum customer commitment threshold.
ChipFoundry reserves the right to reschedule or cancel a shuttle if the minimum threshold is not met.
6.3. Customer Options if Minimum Threshold Not Met
If a shuttle does not proceed due to insufficient customer commitments, Customers will be offered the following options:
7.1. Project Modifications
Design updates may be permitted up to the submission deadline. Late design updates are typically not accepted after the submission deadline. Any exceptions granted may be subject to extra fees.
7.2. Customer-Initiated Cancellation
The non-refundable reservation deposit of $500 USD is not refundable.
The commitment deposit and final deposit are refundable if cancellation is requested prior to the commitment deadline for the shuttle (typically 60 days before the submission deadline).
After the commitment deadline, the commitment deposit and final deposit are non-refundable. However, customers may apply these deposits to a future shuttle, subject to availability, upon payment of a $500 USD change fee.
7.3. ChipFoundry-Initiated Cancellation
If ChipFoundry must cancel a shuttle for reasons other than not meeting the minimum threshold, Customers will receive a full refund including the deposit or the option to roll over to a future shuttle.
8.1. Delivery Timeline
Standard delivery is expected approximately 5 months after the submission deadline.
ChipFoundry will provide regular updates on fabrication progress and expected delivery dates.
Force majeure events or manufacturing complications may extend the delivery timeline.
8.2. Acceptance Period
Customers have 30 days from receipt of fabricated parts to inspect and report any issues.
Claims for defects or non-conformity must be submitted in writing within this period.
8.3. Remedies for Non-Conformity
If fabricated parts fail to meet the specified requirements, ChipFoundry will work with the Customer to determine an appropriate remedy, which may include:
9.1. Academic Pricing
Qualified educational institutions may be eligible for discounted pricing.
Documentation of educational status is required for discount eligibility.
9.2. Academic Payment Terms
Extended payment terms may be available for academic institutions within the United States.
Purchase orders from accredited institutions may be accepted with net-30 terms.
Purchase orders necessitate two milestone payments:
9.3. Educational Use Restriction
Academic pricing is contingent upon the project being used primarily for educational or research purposes.
Commercial exploitation of designs fabricated under academic pricing may require additional licensing or payments.
10.1. Customer Ownership
Customers retain all intellectual property rights to their design. ChipFoundry makes no claim to ownership of Customer designs.
10.2. Confidentiality
ChipFoundry will maintain the confidentiality of Customer designs and will not disclose design details without explicit permission. Appropriate NDAs can be executed upon request.
11.1. Tax Responsibility
All prices are exclusive of applicable taxes, duties, and fees.
The Customer is responsible for all taxes, duties, and customs fees associated with their order.
11.2. Tax-Exempt Status
Customers claiming tax-exempt status must provide appropriate documentation.
12.1. Term
These terms remain in effect for the duration of the project, including design, fabrication, and delivery phases.
12.2. Termination
Either party may terminate the agreement in the event of a material breach by the other party. Termination does not relieve the Customer of payment obligations for services already rendered.
13.1. Force Majeure
Neither party shall be liable for failure to perform due to circumstances beyond reasonable control, including but not limited to natural disasters, war, terrorism, labor disputes, or supply chain disruptions.
13.2. Governing Law
These terms shall be governed by and construed in accordance with the laws of the state of California, without regard to its conflict of law provisions.
13.3. Dispute Resolution
Any dispute arising out of or relating to these terms shall be resolved through binding arbitration in the county of San Mateo, California.
13.4. Amendments
ChipFoundry reserves the right to modify these terms with 30 days' notice to Customers. Changes will not apply retroactively to existing commitments.
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