ChipCreate Commercial Terms

This Commercial Purchase Agreement ("Agreement") is made between Umbralogic Technologies LLC, dba ChipFoundry ("ChipFoundry"), and the Customer ("Customer") who wishes to utilize the ChipCreate platform for semiconductor design fabrication services.

1. General Terms

1.1 Definitions

• "ChipFoundry" refers to ChipFoundry.io, the provider of the ChipCreate platform.

• "Customer" refers to the individual, organization, or educational institution utilizing the ChipCreate service.

• "Project" refers to a single design submission for fabrication through the ChipCreate 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 ChipCreate platform. By placing an order or making a reservation, the Customer acknowledges and agrees to these terms.

2. Services Provided

ChipFoundry provides a multi-project wafer (MPW) program through its ChipCreate 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 ChipCreate service description.

3. Project Submission and Scheduling

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. Pricing Structure

4.1. Standard Pricing

The base price for a standard ChipCreate project is $14,950 USD.

This price includes:

• Fabrication of one design on the selected shuttle

• 100 QFN packaged parts (or bare die option if selected)

• 10 of the 100 QFN parts assembled on M.2 daughter cards

• Standard evaluation board

• Test framework and firmware for silicon validation

4.2. Optional Services

Additional services are available at extra cost:

• Design review services

• Premium technical support

• Additional 50 bare die units beyond the standard 100 packaged parts (or bare die) is $3,000 USD.

4.3. Academic and Volume Discounts

• Qualified educational institutions may be eligible for academic discounts.

• Organizations submitting multiple designs may qualify for volume discounts.

• Discount eligibility and rates will be determined on a case-by-case basis.

5. Reservation and Payment Process

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:

• Initial Deposit: $500 USD due at reservation

• First Milestone Payment: 50% of remaining balance due 60 days before shuttle submission deadline

• Final Payment: Remaining balance due 14 days before shuttle submission deadline

5.3. Payment Methods

Payment methods include:

• Credit Card (Visa, MasterCard, American Express)

• Wire Transfer

• ACH Transfer (US Customers)

• Purchase Order (for qualified organizations)

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. Shuttle Scheduling and Minimum Thresholds

6.1. Shuttle Schedule

ChipCreate 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:

• Full Refund: Receive a complete refund of all payments made (excluding the non-refundable deposit).

• Shuttle Rollover: Transfer the project to the next scheduled shuttle with the deposit and any payments applied to the future shuttle.

7. Modification and Cancellation

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

• Cancellations received more than 60 days before the submission deadline: 75% refund of payments made (excluding the non-refundable deposit).

• Cancellations received 30-60 days before the submission deadline: 50% refund of payments made (excluding the non-refundable deposit).

• Cancellations received less than 30 days before the submission deadline: No refund.

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. Delivery and Acceptance

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:

• Replacement of defective parts (if additional parts are available)

• Partial refund

• Credit toward a future project

9. Special Terms for Educational Institutions

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:

• The first payment is due upon the aggregation and finalization of required foundry data for fabrication services.

• The second payment is due upon the delivery of packaged parts and PCBAs.

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. Intellectual Property

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. Taxes and Duties

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. Term and Termination

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. Miscellaneous

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.