Terms & Conditions

1.1 Scope of Service

HyperWave is a high-speed photonic simulation engine designed to accelerate innovation in photonic components. The Service operates on a pay-as-you-go basis, allowing Users to leverage high-performance cloud computing resources for efficient and scalable simulations. SPINS reserves the right, at its sole discretion, to modify or discontinue any feature or aspect of the Service without liability, including but not limited to changes in pricing, features, or platform support for reasons involving security, legal compliance, or business operations. When material changes occur—such as pricing adjustments or the introduction/discontinuation of significant features—SPINS will provide notice via email to Account Owners or through official announcements on the SPINS website. If you continue to use the Service after such modifications become effective, you indicate your acceptance of the revised Terms.

Extended Downtime Credits
In the event of extended outages or unforeseen server issues significantly affecting service availability, SPINS may, at its sole discretion, provide compensatory credits as a goodwill gesture. This provision does not constitute an obligation to issue refunds or credits in every instance of downtime.

1.2 Account Creation and Responsibilities

Access to the Service requires you to create an account currently authenticated through Google credentials, although SPINS may introduce alternative authentication methods at its discretion. Each account must designate an "Account Owner," who is solely responsible for maintaining funds, controlling access, and safeguarding the associated API key. SPINS bears no liability for unauthorized use or misuse of API keys, and you must promptly notify SPINS of any suspected breach or compromise of your account credentials.

1.3 Requirements for Access

You must maintain a valid account, adequate prepaid credits, and a functioning API key to perform cloud-based simulations. You are exclusively responsible for acquiring and maintaining any hardware, software, or network resources required to access HyperWave. SPINS makes no warranty that HyperWave will be compatible with all environments or third-party platforms. All costs related to obtaining or upgrading such resources rest solely with you.

1.4 Acceptable Use

You shall use HyperWave in compliance with all applicable laws and in a responsible manner. You agree to (a) protect API keys from unauthorized disclosure, (b) immediately inform SPINS of any potential security incident, and (c) ensure that any data or content you upload complies with applicable regulations. SPINS does not pre-screen or otherwise validate user uploads for accuracy, completeness, or legality; you bear full responsibility for ensuring content meets all requirements. Prohibited activities include, but are not limited to:

• Reverse engineering, decompiling, or disassembling the simulation engine or software;
• Uploading malicious code, viruses, or any content designed to disrupt security features;
• Attempting to circumvent SPINS's security or conduct unauthorized penetration testing;
• Reselling, trading, or misusing Service credits;
• Using the Service in violation of intellectual property rights, laws, or third-party agreements; and
• Operating outside the authorized scope detailed in these Terms.

SPINS may refuse or terminate Service access if your actions compromise the security, integrity, or operations of HyperWave, as determined in SPINS's sole discretion.

2.1 Confidentiality of User Designs

SPINS does not retain or store user-submitted designs or simulation outputs. HyperWave processes data in real time and discards it immediately after use, ensuring your uploaded content is not permanently archived on SPINS's systems. This stateless processing approach underpins SPINS's commitment to maintaining the confidentiality of your work.

2.2 Minimal Data Collection and Privacy Policy

SPINS collects only essential information—such as Google credentials for user authentication and simulation timestamps for billing purposes—to provide the Service effectively. You are responsible for ensuring that any data submitted complies with all relevant laws, including privacy and intellectual property statutes. By submitting data, you grant SPINS a limited license to process it solely to deliver the requested simulations.

Your use of the Service is also subject to SPINS's separate Privacy Policy, which explains how we collect, use, and protect personal data. In the event of any inconsistency between these Terms and the Privacy Policy, these Terms shall control with respect to the Service, and the Privacy Policy shall control with respect to data practices.

No Selling of User Data
SPINS does not share or sell user data to third parties for marketing or unrelated purposes. Any data collected or processed is used strictly for operating and improving the Service or for analyzing anonymized usage metrics.

2.3 Anonymized Metadata Analysis

SPINS may analyze anonymized metadata (e.g., overall usage patterns or runtime statistics) to enhance performance, troubleshoot issues, and optimize resources. This process excludes all user-specific designs, outputs, or personally identifiable information.

2.4 Confidentiality Obligations

SPINS and its Users agree to protect any exchanged confidential or proprietary information with at least the same level of care each party uses to safeguard its own sensitive data. These confidentiality obligations do not extend to information that is already public, independently developed without reference to shared data, or disclosed pursuant to a legal requirement. These obligations remain in effect for two years following the termination of these Terms.

3.1 Pay-As-You-Go Model

The Service operates on a pay-as-you-go credits model, where Users purchase Service credits through the payment processor Stripe. SPINS does not store payment details. All payments are securely processed through Stripe, ensuring the confidentiality of User payment information. While refunds are not offered, SPINS reserves the discretion to grant them in rare cases.

3.2 Billing Responsibility

The Account Owner bears full responsibility for ensuring sufficient credits are available to conduct simulations. If a simulation attempt is made without adequate funds, it will not proceed; however, partial or failed attempts that consume resources may still incur charges. Users must closely monitor their account balances to prevent service interruptions.

3.3 Billing Disputes

Any disputes concerning charges must be submitted in writing to SPINS within thirty (30) days of the disputed transaction. SPINS will investigate in good faith and communicate its findings. Failure to dispute a charge within this timeframe constitutes your acceptance of the billed amount. SPINS reserves the right to amend pricing or fee structures and will provide reasonable notice to Account Owners before such changes take effect.

4.1 User Ownership

All designs, data, and simulation outcomes generated using HyperWave remain the exclusive property of the User who created or submitted them. SPINS does not claim any ownership over these User-generated materials.

4.2 SPINS Ownership

SPINS retains all intellectual property rights in the HyperWave simulation engine, platform, software, and underlying algorithms. Your use of the Service is subject to a limited, non-transferable, non-sublicensable license strictly for activities authorized by these Terms. Reverse engineering, unauthorized copying, or modification of SPINS's technology is expressly prohibited.

4.3 Feedback and Third-Party IP

You may voluntarily provide SPINS with feedback or suggestions ("Feedback"). By submitting Feedback, you grant SPINS a perpetual, irrevocable, worldwide, royalty-free license to use, adapt, and incorporate such Feedback into SPINS's products or services without owing you any additional compensation. Any derivative works or improvements resulting from such Feedback are the sole property of SPINS, and you acknowledge that no ownership rights therein transfer to you. You further represent that you hold all necessary rights to any data or designs you submit. SPINS disclaims liability for any claims arising from a User's unauthorized use of third-party intellectual property.

4.4 Compliance Audits

SPINS reserves the right to audit User accounts to verify compliance with these Terms. Such audits will be conducted in a manner that respects confidentiality but may result in suspension or termination of access if repeated or material violations are identified.

5.1 Warranties and Disclaimers

SPINS PROVIDES HYPERWAVE ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, SPINS DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SPINS DOES NOT WARRANT THAT THE SERVICE WILL OPERATE UNINTERRUPTED OR ERROR-FREE, OR THAT IT WILL BE COMPATIBLE WITH EVERY POSSIBLE ENVIRONMENT OR THIRD-PARTY TOOL. USERS ASSUME ALL RISKS ASSOCIATED WITH USING SIMULATION RESULTS, ESPECIALLY IN SENSITIVE CONTEXTS SUCH AS MANUFACTURING OR PRODUCTION.

No Guarantee of Meeting Deadlines or Expectations
SPINS FURTHER DISCLAIMS LIABILITY FOR ANY MISSED DEADLINES, MILESTONES, OR FAILURE OF THE SERVICE TO MEET SPECIFIC USER EXPECTATIONS OR REQUIREMENTS, WHETHER OR NOT SPINS WAS INFORMED OF SUCH REQUIREMENTS IN ADVANCE.

5.2 Limitations of Liability

TO THE MAXIMUM EXTENT ALLOWED BY LAW, SPINS IS NOT LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES—INCLUDING LOST PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION—ARISING OUT OF OR RELATED TO THE USE OF THE SERVICE. IN NO EVENT SHALL SPINS'S TOTAL LIABILITY EXCEED THE AMOUNT PAID BY THE USER FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR TEN THOUSAND DOLLARS ($10,000), WHICHEVER IS LESS. SPINS MAY, AT ITS DISCRETION, MODIFY, SUSPEND, OR DISCONTINUE THE SERVICE WITHOUT INCURRING LIABILITY FOR ANY RESULTING INCONVENIENCE.

5.3 Indemnification by Users

You agree to indemnify, defend, and hold harmless SPINS and its affiliates, employees, contractors, agents, and officers from any claims, damages, losses, liabilities, costs, or expenses (including legal fees) arising out of your violation of these Terms, misuse of the Service, infringement of third-party rights, or unauthorized access resulting from misuse of your API key. SPINS will provide notice of any such claim and may require your cooperation in defending against it.

5.4 Indemnification by SPINS

SPINS agrees to indemnify and defend Users against third-party claims alleging that the authorized use of HyperWave under these Terms infringes or misappropriates a third party's intellectual property rights. This indemnification is conditioned upon the User (a) promptly notifying SPINS in writing, (b) granting SPINS sole control over the defense or settlement of such claims, and (c) providing reasonable assistance at the User's expense. This indemnity does not extend to claims arising from modifications or misuse of the Service outside the scope of these Terms.

6.1 Effective Term

These Terms become effective on the Effective Date stated above and remain in effect until terminated by either party or superseded by an updated version.

6.2 Termination by User

You may cease using the Service at any time. Because the Service relies on Google credentials for account identification, SPINS cannot fully delete an account. However, you may request deactivation of the associated API keys to prevent further access.

6.3 Termination by SPINS

SPINS may restrict, suspend, or terminate your access to the Service if you violate these Terms or if other lawful reasons require such action. Any unused credits at the point of termination are non-refundable, and ongoing simulations will be halted immediately.

6.4 Appeals and Reinstatement

If you believe your access was restricted or terminated in error, you may request a review. SPINS retains full discretion to decide on reinstatement and will evaluate each request on a case-by-case basis.

7.1 Governing Law

These Terms are governed by and shall be construed in accordance with the laws of the State of Delaware, excluding its conflict-of-law rules. All disputes arising out of or related to these Terms shall be subject to the exclusive jurisdiction of the state or federal courts located in Delaware. You irrevocably consent to personal jurisdiction in those courts and waive any objection based on venue or forum non-conveniens.

7.2 Arbitration and Class Action Waiver

By mutual agreement, disputes may be referred to binding arbitration under the rules of a recognized arbitration body, conducted in Delaware, in English. Any party initiating arbitration must provide at least thirty (30) days' written notice of the dispute and a proposed resolution. You also waive any right to participate in class or collective actions, where permissible by law.

7.3 International Use

If you access the Service from outside the United States, you agree to comply with all local regulations. SPINS adheres to relevant international standards, such as GDPR, but these Terms' choice of Delaware law applies irrespective of your location.

8.1 Entire Agreement

These Terms constitute the entire agreement between SPINS and the User concerning HyperWave, superseding all prior agreements or communications, whether written or oral.

8.2 Severability

If any provision of these Terms is held invalid or unenforceable, all remaining provisions shall remain in full force and effect to the extent permissible.

8.3 No Waiver

Failure by SPINS to enforce any part of these Terms shall not be deemed a waiver of its right to enforce that or any other part in the future.

8.4 Assignment

Users may not assign, delegate, or otherwise transfer any rights or obligations under these Terms without SPINS's prior written consent. SPINS may assign or transfer its rights and obligations under these Terms without restriction or notice.

8.5 Survival

Provisions that by their nature should survive termination—including but not limited to confidentiality, indemnification, and limitations of liability—remain in effect.

8.6 Notices

SPINS can be contacted at legal@spinsphotonics.com. Users will receive notices at the email address linked to their account. SPINS may implement urgent changes to address legal or security requirements without prior notice if necessary.

8.7 Relationship of the Parties

Nothing in these Terms creates a partnership, joint venture, or agency relationship between SPINS and the User. Both parties remain independent entities. SPINS retains full control over the operation and delivery of the Service.

8.8 No Third-Party Beneficiaries

These Terms confer no rights or remedies on any entity other than the parties to these Terms and their permitted successors and assigns. No one other than the parties explicitly referenced herein shall have any right to enforce or rely upon any provision of these Terms.

8.9 Headings

Section headings in these Terms are for convenience only and do not affect the interpretation of any provision.