Terms of Service

1. Agreement

These Terms of Service (the “Terms”) form a binding agreement between OpenCores Inc., a Delaware corporation (“OpenCores,” “we,” “us”), and the individual or entity that accesses or uses the OpenCores platform at opencores.ai (the “Service”). By creating an account, redeeming a code, purchasing a subscription or otherwise using the Service, you accept these Terms. If you do not accept them, you must not use the Service.

If you are entering into these Terms on behalf of an organisation, you represent that you have the authority to bind that organisation, and “you” will refer to that organisation.

2. Eligibility and account

You must be at least 16 years old (or the age of digital consent in your country, if higher) to use the Service. You must provide accurate registration information, keep your credentials confidential and notify us promptly of any unauthorised use of your account. You are responsible for all activity that takes place under your account.

3. The Service

The Service allows you to describe a digital circuit in natural language and obtain, through a combination of fine-tuned and third-party AI models, synthesizable HDL code, verification artefacts and GDSII layouts produced via the OpenLane2 + SKY130 pipeline running on GitHub Actions infrastructure. The Service is provided for design, prototyping, research and educational purposes; it is not certified for safety-critical, life-supporting, military or other regulated end-uses.

4. Tokens, plans and billing

Tokens.

Access to the Service is metered in “design tokens.” One token entitles you to one complete design cycle — from opening a chat through to a first successful GDSII output for that design. Iterative fixes within the same design (including automated synthesis retries) do not consume additional tokens. Tokens have no cash value, are non-transferable and are not refundable except as required by applicable consumer-protection law.

Free tokens.

New accounts receive one (1) free token upon registration. We may offer additional free or promotional tokens (for example, “edu credits”) at our sole discretion. Promotional tokens may expire and are subject to the terms specified at the time of grant.

Subscriptions and top-ups.

Paid plans (Pro, Max, Enterprise) and one-time top-up packs are sold through our merchant of record, Lemon Squeezy, which handles tax collection and remittance where applicable. Subscriptions renew automatically each billing period until you cancel. You can cancel at any time from your account; cancellation takes effect at the end of the current billing period and previously paid amounts are not refunded except as required by law or expressly stated in our refund policy.

Pricing changes.

We may change pricing or plan contents with at least 30 days' notice via email or in-app notice. Changes take effect at the start of your next renewal; if you do not accept a change you may cancel before the renewal date.

Taxes.

Prices displayed do not include taxes unless stated. Where Lemon Squeezy is required to collect VAT, GST or other indirect taxes, they will be added at checkout.

EU/UK consumer right of withdrawal.

If you are a consumer in the EU or the UK, you have the right to withdraw from a purchase within 14 days. By starting to use a token or accessing digital content before the end of the withdrawal period, you expressly request immediate performance and acknowledge that you lose the right of withdrawal for that token or digital content.

5. Acceptable use

You agree not to, and not to permit anyone to:

• use the Service to design weapons, munitions, surveillance equipment, malware, circumvention devices or any system intended to cause physical, financial or societal harm;
• use the Service in violation of US export-control laws (including the EAR and OFAC sanctions) or the export-control laws of any other jurisdiction that applies to you;
• attempt to reverse engineer, decompile, extract weights from, or otherwise probe the internals of our AI models or platform;
• resell, sublicense, white-label or otherwise commercially exploit the Service without a written commercial agreement;
• share account credentials, redemption codes or tokens with third parties;
• scrape, crawl or otherwise extract data from the Service by automated means except as expressly permitted by a published API;
• circumvent token limits, rate limits or other technical restrictions;
• upload data that you do not have the right to upload, or that infringes any third-party intellectual-property right.

We may suspend or terminate accounts that violate these rules and may report serious violations to the appropriate authorities.

6. Intellectual property

Your designs.

You retain all right, title and interest in and to the prompts you submit and the HDL code, testbenches, synthesis logs and GDSII outputs generated for you through the Service (“Your Designs”). We claim no ownership of Your Designs.

Limited licence to us.

You grant us a worldwide, non-exclusive, royalty-free licence to host, store, process and display Your Designs solely to the extent necessary to operate the Service for you, to provide support, and to comply with legal obligations. We will not use Your Designs to train or fine-tune any AI model without your separate, affirmative consent.

Our platform is proprietary.

The Service, including our AI models and model weights, fine-tuning datasets, software, user interface, documentation, branding, trademarks and trade dress, is the proprietary property of OpenCores Inc. and our licensors, and is protected by copyright, trade-secret and other intellectual-property laws. Except for the limited right to use the Service in accordance with these Terms, no licence or right is granted to you, whether expressly, by implication, by estoppel or otherwise.

Separate open-source releases.

OpenCores Inc. may, from time to time, publish certain auxiliary tools, helper libraries, example designs or documentation under separate open-source licences on its public repositories (for example, on GitHub). Each such release is governed exclusively by the licence posted with that release. The publication of any such open-source artefact does not place the Service itself, its source code, its model weights or any other proprietary component under that licence, and does not grant any right to the broader Service or platform.

Feedback.

If you send us suggestions, ideas or feedback, you grant us a perpetual, irrevocable, royalty-free licence to use them without restriction or compensation.

7. AI outputs — no guarantees

Outputs of the Service are produced by AI systems and automated EDA tools. They may contain errors, omissions or inefficiencies, and may not be suitable for tape-out without independent verification by a qualified engineer. You are solely responsible for reviewing, testing and validating any output before fabricating, deploying or otherwise relying on it. Similarities between outputs delivered to you and outputs delivered to other users are possible and do not in themselves constitute a breach of these Terms.

8. Disclaimer of warranties

EXCEPT WHERE PROHIBITED BY LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, UNINTERRUPTED OPERATION OR FREEDOM FROM ERRORS OR DEFECTS. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES, IN WHICH CASE SUCH EXCLUSIONS APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OPENCORES AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR FABRICATION COSTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) USD 100.

NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION, GROSS NEGLIGENCE OR ANY LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED — INCLUDING NON-WAIVABLE STATUTORY RIGHTS OF CONSUMERS IN THE EU, UK AND OTHER JURISDICTIONS.

10. Indemnification

You agree to defend, indemnify and hold harmless OpenCores Inc. and its officers, directors, employees and agents from and against any claims, damages, losses and expenses (including reasonable legal fees) arising out of or related to (i) your use of the Service in violation of these Terms or applicable law, (ii) your designs and other content you submit, (iii) your infringement of any third-party right, or (iv) any fabricated product or downstream use of an output of the Service.

11. Suspension and termination

We may suspend or terminate your access to the Service immediately if you breach these Terms or if we reasonably believe that continued access poses a security, legal or operational risk. You may terminate your account at any time. Upon termination, your right to use the Service ceases; we will retain or delete your data in accordance with our Privacy Policy. Provisions that by their nature should survive termination (including Sections 6, 8, 9, 10, 12 and 14) will so survive.

12. Governing law and venue

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-laws principles. Subject to Section 13, the state and federal courts located in Wilmington, Delaware will have exclusive jurisdiction over any dispute relating to these Terms, and the parties consent to personal jurisdiction and venue there. If you are a consumer resident in the EU, the UK or another jurisdiction whose mandatory law guarantees you the right to bring a claim before the courts of your domicile, nothing in this Section affects that right.

13. Dispute resolution

Before filing any formal claim, you agree to first contact us at legal@opencores.aiand attempt to resolve the dispute informally for at least 30 days. If we cannot resolve it informally, the dispute will be resolved by the courts identified in Section 12.

14. General

Entire agreement. These Terms, together with the Privacy Policy and any order form, are the entire agreement between you and OpenCores regarding the Service and supersede any prior agreements.

Severability. If any provision is found unenforceable, the rest of the Terms remain in effect.

No waiver. Our failure to enforce a provision is not a waiver of our right to enforce it later.

Assignment. You may not assign or transfer these Terms without our written consent. We may assign them in connection with a merger, acquisition or sale of assets.

Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.

Notices. Legal notices to us must be sent to legal@opencores.ai. We may send notices to you by email to the address on your account or by in-app notification.

Changes. We may update these Terms from time to time. Material changes will be notified to registered users at least 30 days in advance. Continued use after the effective date constitutes acceptance.

15. Contact

OpenCores Inc.
Legal: legal@opencores.ai
Privacy: privacy@opencores.ai