ActGen Terms of Service

1. The agreement and the parties

These Terms of Service (the "Terms") are entered into between you ("you" or "Customer") and ActGen, the operator of the ActGen platform ("ActGen," "we," or the "Platform"). In these Terms, the "ActGen Parties" means ActGen together with its owner, founders, directors, officers, employees, contractors, agents, licensors, service providers, successors, and affiliates. If you use ActGen on behalf of an organization, you represent that you are authorized to bind that organization, and "you" includes it. If you do not agree to these Terms, do not use ActGen.

2. The services

ActGen is an automated silicon-design platform. Depending on what you use, the services include: the free intent preview; the fixed-price Silicon Evaluation; the separately quoted First Silicon Path; the talent network (contracts and self-serve tasks between users); the signing bench (named engineer sign-offs) and verified signing partnerships; the chiplet marketplace; and the repository task workbench with usage-based billing. Each is governed by these Terms plus any product-specific terms shown at the point of purchase.

3. Accounts and eligibility

ActGen is a business tool offered to users who can form a binding contract. You are responsible for your account, for the accuracy of the information you provide, for maintaining the security of your sign-in, and for everything done under your account. ActGen may refuse, suspend, limit, or terminate any account at any time, with or without notice, for risk, compliance, security, legal, operational, or business reasons.

4. Fees, payments, and payout controls

Fees are stated at the point of purchase and processed by our payment processor. They currently include the fixed-price Silicon Evaluation fee; annual verified-signing-partner membership whose first term includes onboarding; annual talent-network employer membership; a platform fee on completed talent-network contracts (the percentage in effect is shown at posting); a platform share of signer milestone releases (the signer's percentage is shown on the signing bench); recurring organization seat plans; annual committed-use minimums; a monthly Silicon Evaluation Retainer with one non-rolling evaluation credit per month; and usage-based workbench fees. Organization seat quantities include enrolled members and pending invitations. Retainer and seat-plan charges are additive to metered usage. Each monthly Retainer credit is prepaid through its own payment-processor invoice and becomes available only after ActGen verifies that exact invoice was paid in full. A Team trial waives only the plan fee for 14 days, does not waive usage, and converts automatically to paid monthly Team pricing unless the plan is changed before the trial ends. ActGen may add, remove, or change fees prospectively at any time; the fee shown at the moment you commit is the fee that applies to that commitment. All fees are exclusive of taxes, which are your responsibility, and are non-refundable to the maximum extent permitted by law, as described in the payment terms.

To the maximum extent permitted by law, ActGen may require, waive, suspend, or discontinue billing collection for any user or for the platform generally; may require manual operator approval before any payout is released; may suspend, delay, withhold, offset, reverse, refuse, or cancel any payout to any person or account at any time, with or without prior notice, for risk, compliance, dispute, fraud, account-verification, policy, operational, or business reasons; and may disable payout features platform-wide. No payout, fee share, or milestone release is earned, final, or due unless and until ActGen approves it and the applicable payment processor successfully completes it.

5. The Silicon Evaluation

The Silicon Evaluation is a fixed-price service. It compiles your stated intent into a priced, routable task graph and a quantified go/no-go decision packet, reviewed and released within the service-level target shown at checkout. That target is a good-faith delivery objective, not a warranty. The evaluation is a decision, not a guarantee of fabrication: it does not include tape-out, fabrication, packaging, or any commitment that a physical device will be produced or perform to any particular specification, and no statement in a decision packet is a warranty of manufacturability, performance, yield, cost, or schedule.

6. The First Silicon Path

If your evaluation supports moving forward, the First Silicon Path is a separate engagement. It is quoted separately, funded through payment-processor invoices, and released against defined milestones. The funding ledger is a contractual release control, not a regulated escrow, trust, custodial account, or fiduciary arrangement. Nothing in the evaluation obligates either party to enter the First Silicon Path. Fabrication, packaging, shuttle scheduling, and test depend on third-party foundries and vendors that ActGen does not control; quotes and schedules are estimates, and to the maximum extent permitted by law ActGen is not liable for third-party delays, allocation changes, process variations, yield outcomes, or the functionality of fabricated silicon.

7. AI-generated work and your engineering responsibility

ActGen's outputs — including RTL, testbenches, layouts, reports, task graphs, and decision packets — are produced in whole or in part by automated and AI systems and are checked by automated gates and human sign-offs. They are provided as engineering inputs to your own judgment. ActGen is not a licensed professional-engineering service, and nothing on the platform is a professional certification, a safety approval, or advice of any kind. You are solely responsible for reviewing, validating, and qualifying every output before relying on it, manufacturing it, or deploying it — especially in any safety-critical, life-critical, or high-consequence application, for which the platform is not offered. You assume all risk arising from your use of platform outputs.

8. The talent network

The talent network lets users post and take contracts and tasks with each other. ActGen is a neutral platform and payment intermediary only: ActGen is not a party to any contract between users, is not an employer, staffing agency, or agent of any user, and does not supervise, direct, or guarantee any user's work, qualifications, conduct, or payment. All liability for every engagement rests exclusively with the users on each end of it: the posting user assumes all liability of a hiring party, the accepting user assumes all liability of a performing party, and each agrees to look solely to the other — never to any ActGen Party — for any claim arising from the engagement. Reserved milestone amounts and payouts are handled under Section 4's payout controls and do not create a regulated escrow or trust relationship. To the maximum extent permitted by law, you release the ActGen Parties from all claims arising out of disputes between users, and any such dispute is solely between the users involved. The same applies to the chiplet marketplace: listed blocks are supplied by their publishers as-is, and ActGen makes no representation about and accepts no liability for any listing. A marketplace source license covers only the exact listing version and selected files bound to its receipt; it does not include access to the publisher's repository, unrelated files, or later versions.

9. The signing bench and verified partners

Signing-bench engineers are independent contractors, not employees, partners, or agents of ActGen, and have no authority to bind ActGen. A signer's sign-off is that signer's personal attestation — it is not a statement, warranty, or certification by ActGen, and to the maximum extent permitted by law the ActGen Parties are not liable for any act, omission, error, or attestation of any signer. Signer participation and compensation are governed by the ActGen Signing-Bench Agreement accepted on the bench and by Section 4's payout controls.

A verified signing partnership is a revocable trust designation, not a joint venture, agency, or exclusive arrangement. The first annual membership term includes onboarding and review; every term is non-refundable regardless of the review outcome or later revocation and requires an affirmative renewal payment. An expired term pauses domain fast-track. ActGen may approve, refuse, suspend, or revoke any partner designation at any time at its sole discretion.

10. Export control and legal compliance

You are solely responsible for your compliance with all applicable laws, including export-control, sanctions, and anti-corruption laws, and you represent that your use of ActGen and your stated end uses do not violate them. ActGen's screening questions and automated checks are risk controls for ActGen's benefit — they are not legal advice to you and do not shift any compliance responsibility to ActGen. ActGen may refuse, block, suspend, or unwind any engagement it believes may create a legal or compliance risk.

11. Intellectual property

You own your design outputs. The specifications, task graphs, and decision packets produced for you from your inputs are yours to use. ActGen learns from the process of running evaluations and paths — how work is decomposed, priced, and routed — and never trains on your confidential design inputs or the proprietary outputs generated for you. ActGen retains ownership of the platform, its models of the process, and any general improvements that do not embody your confidential material.

12. Disclaimer of warranties

To the maximum extent permitted by law, ActGen and every service, output, sign-off, listing, and person on the platform are provided "as is" and "as available," without warranties of any kind, express, implied, or statutory, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, and any warranty arising from course of dealing or trade usage. The ActGen Parties do not warrant that the platform will be uninterrupted, error-free, or secure, that any output is correct or fit for any purpose, or that any evaluation, path, contract, or sign-off will achieve any result.

13. No liability — assumption of all risk

To the maximum extent permitted by applicable law, the ActGen Parties shall have no liability whatsoever, of any kind and in any amount, to you or to anyone claiming through you, under any theory of liability — contract, tort (including negligence of any degree), strict liability, warranty, statute, equity, or otherwise — for any damage, loss, cost, claim, or harm of any nature arising out of or relating in any way to the platform, these Terms, any service, any output, any sign-off or attestation, any other user, any contract or dispute between users, any payment, payout, escrow, fee, or refund, any fabrication, foundry, vendor, or shipped product, any data event, or any act or omission of anyone. This exclusion covers direct, indirect, incidental, special, consequential, exemplary, and punitive damages; lost profits, revenue, data, designs, and goodwill; tape-out, fabrication, and re-spin costs; and procurement of substitute services — even if an ActGen Party was advised of the possibility, and regardless of whether any remedy fails of its essential purpose. You use the platform entirely at your own risk, you assume all risk of every engagement entered through it, and your sole and exclusive remedy for any dissatisfaction with the platform is to stop using it.

You acknowledge that the fees charged by ActGen are set in reliance on this section, that it is a fundamental basis of the bargain, and that ActGen would not offer the platform without it. If, notwithstanding the foregoing, a court or arbitrator of competent jurisdiction imposes liability on any ActGen Party despite this section, the ActGen Parties' aggregate liability for all claims combined, from all causes, will be zero U.S. dollars ($0) to the fullest extent permitted by applicable law. If applicable law does not permit a zero-dollar limit for a particular claim, liability for that claim is limited to the minimum amount, if any, that applicable law requires, and to the narrowest scope permitted. Nothing in these Terms excludes or limits liability that applicable law prohibits excluding or limiting. Any claim must be brought within one (1) year of the event giving rise to it, or it is permanently barred.

14. Release of claims — known and unknown

To the maximum extent permitted by law, you irrevocably release and forever discharge the ActGen Parties from any and all claims, demands, and damages of every kind, known or unknown, disclosed or undisclosed, suspected or unsuspected, arising out of or in any way connected with the platform, its services and outputs, or your dealings with any other user. You expressly waive the protections of California Civil Code Section 1542 — which provides that a general release does not extend to claims the releasing party does not know or suspect to exist in its favor at the time of the release — and of every similar law of any other jurisdiction.

15. Indemnification

You will defend (with counsel reasonably acceptable to ActGen), indemnify, and hold harmless the ActGen Parties from and against any claim, demand, loss, liability, damage, penalty, fine, cost, and expense (including reasonable attorneys' fees) brought by anyone — including your counterparties on the talent network, your customers, and any government authority — arising out of or relating to: your use of the platform; your data, prompts, designs, and outputs and any use you make of them; any product you manufacture, ship, or deploy that incorporates platform outputs; your contracts, engagements, and disputes with other users; your violation of these Terms or of any law, including export-control law; and any content or representation you submit to the platform. ActGen may assume the exclusive defense of any matter otherwise subject to indemnification, at your expense, and you agree to cooperate in that defense.

16. Dispute resolution — binding arbitration and class waiver

Any dispute arising out of or relating to these Terms or the platform that cannot be resolved informally will be resolved by final, binding, individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Delaware, USA, with judgment on the award enforceable in any court of competent jurisdiction. Either party may instead bring an individual claim in small-claims court, and ActGen may seek injunctive relief in any court to protect its intellectual property or the platform's security. You and ActGen each waive any right to a jury trial and any right to participate in a class, collective, consolidated, or representative action. These Terms are governed by the laws of the State of Delaware, USA, excluding its conflict-of-laws rules.

17. Suspension and termination

You may stop using ActGen at any time. ActGen may suspend or terminate your access, any engagement, or any feature at any time, with or without notice, for risk, compliance, security, legal, operational, or business reasons. Sections 4 and 9 through 18 survive termination, as do accrued fees and recorded acceptances.

18. General

Neither party is liable for delays or failures caused by events beyond its reasonable control (other than payment obligations). You may not assign these Terms without ActGen's consent; ActGen may assign them in connection with a reorganization, sale, or transfer. If any provision is unenforceable, the remainder stays in effect, and the unenforceable provision is reformed to the minimum extent necessary. These Terms, the privacy policy, the payment terms, and any accepted product-specific agreement are the entire agreement between you and ActGen and supersede prior understandings. ActGen may update these Terms as the platform evolves; material changes will be reflected in the effective date above, and your continued use after an update is acceptance of the revised Terms.

Current transaction agreements

A binding-action notice identifies every agreement ActGen records for that action, together with its current version and a link to its stable canonical public text. ActGen stores that version and a tamper-evident hash of those exact public bytes. Party identity and action-specific commercial fields are stored separately in the immutable action receipt. The following sections describe the four documents in that recorded set.

The current transactional Terms of Service are version 2026-08-10. That linked document is the exact text hashed for a binding action; this page remains the broader platform terms and product-policy overview.