EDUCATION LICENSE AGREEMENT

This Education License Agreement (“Agreement”) is entered into between spherene AG, Zürich, Switzerland (“Spherene”), and the individual or institution (“Licensee”) accessing or using Spherene software and services for educational purposes. The Education License must be read in conjunction with the spherene Terms of Use and Privacy Policy, which govern data protection, hosting, and export-control compliance for all users of Spherene Software and Services. By downloading, installing, accessing or using the software and the services provided by Spherene, the Licensee agrees to this Agreement, to our End-User License Agreement (EULA), and to our Terms of Use, which are incorporated by reference.

1. Purpose

This Agreement governs the use of Spherene software an services made available to eligible students, educators, researchers and faculty members for teaching, learning, and non-commercial academic research.

The Education License grants a limited, non-exclusive, non-transferable, and revocable right to use the software solely within an accredited educational institution.

1.1 "Accredited Educational Institution" Definition

For purposes of this Agreement, "accredited educational institution" means:

• Universities, colleges, polytechnics, and technical schools that are:

    - Formally registered or licensed with national or regional education authorities  (e.g., Swiss SBFI, German KMK, UK QAA, US SACSCOC) OR

    - Hold official accreditation from a recognized regional or specialized accreditor (e.g., ABET for engineering, WASC, NEASC)

Does NOT include: corporate training facilities, bootcamps, for-profit training organizations, online-only course platforms, consulting firms, or unaccredited private institutions

Verification: Spherene may require proof of institutional affiliation, including:

• Valid institutional email address (@university.edu or equivalent)

• Official letter of enrollment/employment from the institution

• Institutional ID number or registration confirmation

Spherene will verify eligibility before activating the license.

Any use of the software and services for commercial, professional, consulting, or production purposes, or for any activity intended to generate financial gain, is strictly prohibited.

Permitted Access Clause

Educational users may access the Customer Portal for license management, support, renewal, purchase, and other services related to the educational license. All use of the Customer Portal is subject to the main EULA, Terms of Use, and Privacy Policy.

2. License Types

Student License

2.1 Basic Terms

• Provided free of charge to enrolled students at accredited educational institutions.

• Permitted only for non-commercial educational or academic work (see definition in Section 2.5).

• The student must be able to prove active enrollment by providing a valid institutional email address (e.g., @university.edu) and, upon request within 15 business days, official documentation confirming current student status (e.g., current enrollment letter, valid student ID).

• Continuous Verification: Spherene may re-verify enrollment annually or if usage patterns suggest the student is no longer active.

2.2 Publication and Citation Requirements

• Students must acknowledge Spherene in any paper, thesis, presentation or publication that uses the Software or its outputs. Failure to cite Spherene constitutes material breach.

• Required citation format: "This work was conducted using Spherene ADMS (**Required citation format:** "This work was conducted using Spherene ADMS (www.spherene.io) for specify application [topology optimization / lattice design / heat dissipation analysis]."

• Exception: If anonymity is required for blind peer review, student may omit citation from the submission and must add it to the final published version

2.3 Data Processing and AI Training – Restrictive Terms

By using the Student License, the Licensee acknowledges and agrees that Spherene AG may:

PERMITTED USES:

• Access, review, and analyze designs, geometries, and usage patterns for:

1. Product improvement and optimization — using anonymized design patterns to enhance algorithm performance (e.g., learning which geometries fail most often)

2. Technical support and quality assurance — identifying bugs, performance issues, and user-experience gaps

3. Aggregated analytics — analyzing anonymized, combined usage to understand feature adoption trends

• Retain anonymized, aggregated data indefinitely for these purposes

PROHIBITED USES (Spherene shall NOT):

• Use student data to train external machine-learning models or large language models

• Publish or disclose student designs, project descriptions, or personal metadata

• Share identifiable student work with third parties without explicit written consent

• Claim ownership of student research or insights

• Use student feedback or optimization results to develop competing products without acknowledgment

Anonymization Standard: Data is "anonymized" when:

• Student name, email, institutional affiliation, and project title are permanently removed

• Design files and CAD geometry are aggregated or randomized to prevent reverse-identification

• No combination of available datasets can re-identify the original student

2.4 Data Retention and Deletion Rights

Default Retention: If the student does not request deletion, Spherene will retain anonymized usage data indefinitely for analytics

Deletion on Request: Students may request in writing that all identifiable project data be deleted within 30 days of the request. Spherene will delete:

• CAD files, design uploads, and project metadata

• Personal identifying information linked to the project

• Retain only anonymized, aggregated analytics

Automatic Deletion on Graduation: Upon notification that the student has graduated or left the institution, Spherene will delete all identifiable data within 90 days unless the student requests continued access for thesis completion

Right to Copy: Before deletion, student may download and retain all original files and Spherene-generated outputs

2.5 Eligibility Checks and Compliance Audits

Ongoing Verification: Spherene may:

• Perform eligibility checks upon registration and annually thereafter

• Request evidence of current enrollment (updated enrollment letter, current ID)

• Monitor for usage patterns inconsistent with academic work (e.g., high-volume commercial design output, sublicensing)

Audit Procedure: If misuse is suspected:

1. Spherene provides written notice specifying the suspected violation

2. Student has **10 business days** to provide evidence of compliance or explanation

3. If violation is confirmed, Spherene will provide **15 business days' notice** before revoking access (grace period for saving work)

4. Audit results will be shared with the student and their institution (department chair, compliance office)

2.6 Misuse and Termination

Spherene may revoke access if the student:

• Violates this Agreement or related Spherene terms

• Provides false or misleading enrollment information

• Uses the software for commercial, consulting, or paid work (see Section 2.5 for definitions)

• Shares credentials, sublicenses, or allows others to use their account

• Reverses engineers, decompiles, or modifies the software

• Fails to cure violations within the grace period provided

Upon misuse discovery:

• Immediate suspension of access (within 24 hours)

• Written notice within 5 business days specifying the violation

• 15-day cure period (if violation is remediable; non-curable violations result in permanent termination)

• Institution notification of termination and reason

Faculty License

2.7 Basic Terms

Granted to faculty, researchers, lecturers, and research staff employed by accredited educational institutions for:

1.  Teaching and coursework — classroom instruction, student assignments, lab work

2. Non-commercial research (defined in Section 2.8)

3. Academic publishing and presentations — peer-reviewed journals, conference papers, seminars

• Faculty are required (not merely encouraged) to acknowledge Spherene in any publications, presentations, or public work using the Software or its outputs.

Required citation: "We gratefully acknowledge Spherene (www.spherene.io) for inside architecture and topology optimization in this work."

2.8 Definition of "Non-Commercial Research"

For this Agreement, "non-commercial research" means:
- Academic study undertaken by faculty or research staff at an educational institution for:

• Publication in peer-reviewed journals

• Degree-requirement work (student theses under faculty supervision)

• Institutional research advancement (promotion, tenure, institutional reputation)

Does NOT include:

• Research conducted under contract with a commercial entity (unless Spherene grants separate written approval)
• - Research funded by commercial entities if the primary goal is product development for the funder (e.g., a company pays for research to develop competitive software)
• - Consulting or technical-services projects performed on behalf of external companies
• - Research using Spherene to evaluate or benchmark Spherene's performance against competitors (without Spherene's written consent)

Borderline Cases Require Approval: If research is ambiguous (e.g., industry-funded but academically rigorous, or open-source outcomes), faculty must request written approval from Spherene at legal@spherene.io. Approval will not be unreasonably withheld.

2.9 Data Processing and AI Training – Restrictive Terms

By using the Faculty License, the Licensee acknowledges and agrees that Spherene AG may:

PERMITTED USES:

- Access, review, and analyze research designs, geometries, and usage patterns for:

1.   Product improvement — using anonymized design insights to enhance algorithm performance
2.   Technical support and quality assurance
3.   Aggregated research analytics — anonymized trends in academic optimization patterns

- Retain anonymized, aggregated data indefinitely for these purposes

PROHIBITED USES (Spherene shall NOT):

• Use faculty/student research data to train external AI/ML models without explicit consent
• Publish, disclose, or share identifiable research designs, results, or datasets
• Use faculty feedback or research outcomes to develop competing products without acknowledgment and reasonable revenue-sharing discussion
• Claim ownership of faculty research, insights, or student outputs
• Access research data after the faculty member leaves the institution (automatic access revocation upon employment termination)

Anonymization Standard: Same as students (Section 2.3) – research is anonymized when no combination of datasets can re-identify the original researcher or institution.

2.10 Confidentiality Obligations for Faculty

Faculty agree to maintain strict confidentiality of:

Confidential Information includes:

• Proprietary optimization algorithms or computation methods observed during use
• Internal architectural details, data structures, or system design
• Performance metrics, benchmarking results, or comparative analysis revealing Spherene's proprietary logic
• Any unpublished or pre-release features or capabilities
• Pricing, licensing, or business intelligence

Faculty shall NOT:

• Disclose Spherene's trade secrets to colleagues, industry partners, or competitors
• Publish benchmarks or performance comparisons that reverse-engineer Spherene's algorithms
• Use knowledge of Spherene's methods to advise students/researchers in competing projects
• Consult for companies developing topology-optimization or ADMS tools without Spherene's written consent

What Faculty MAY disclose:

• General academic knowledge (e.g., topology optimization is based on gradient descent)
• Published academic papers by Spherene or about the ADMS field
• Results of legitimate academic research using Spherene as a tool (with proper citation)
• Feedback on usability, features, or academic recommendations for improvement

Duration: Confidentiality obligations survive termination of employment or license for 3 years (or indefinitely for trade secrets, as required by law).

Breach Consequences: Unauthorized disclosure of trade secrets constitutes material breach and results in:

• Immediate license termination
• Potential civil action for damages
• Institution notification and potential disciplinary action

2.11 Data Retention and Deletion Rights

- Default Retention: Spherene will retain anonymized research data indefinitely unless faculty request deletion

- Deletion on Request: Faculty may request in writing to delete all identifiable research data within 30 days. Spherene will delete:

•   CAD files, design uploads, research metadata

•   Names, affiliation, project descriptions, funding information

•   Retain only anonymized, aggregated analytics

- Automatic Deletion on Separation: Upon faculty departure from the institution, Spherene will automatically revoke access and delete all identifiable data within 90 days (unless faculty request continued access for publication of ongoing work)

- Post-Publication Retention: If faculty request, Spherene will retain anonymized versions of published research to support claims of scientific validity and institutional support

2.12 Faculty Monitoring and Compliance

- Spherene may monitor faculty usage patterns to detect:

•   Excessive output volumes (suggesting commercial use)

•   Sublicensing or credential sharing

•   Reverse-engineering attempts

•   Use by non-faculty members

- If misuse is suspected:

1.   Written notice specifying the violation

2.   Faculty has **15 business days** to provide explanation or evidence of compliance

3.   If confirmed, **30 days' written notice** before revocation (faculty completes publications)

4.   Institution and department chair are notified

2.13 Termination of Faculty License

Spherene may revoke access if the faculty member:

• Violates this Agreement or confidentiality obligations

• Provides false information about affiliation or research intent

• Uses the software for commercial purposes or consulting

• Shares credentials or sublicenses to others

• Reverse-engineers or modifies the software

• Leaves the institution (automatic termination upon employment separation)

Termination Procedure:

- For cause (fraud, security violation): immediate access revocation

- For other breaches: 30-day notice to allow publication of ongoing work

- Upon separation: access automatically revoked; data deleted within 90 days

- Appeal: Faculty may appeal termination via institution administration within 15 days

3. Restrictions

3.1 Prohibited Uses

The Licensee may not:

• Use the software for commercial or paid work (see definition below)

• Share, sublicense, rent, or distribute the software or its outputs to others (including sharing credentials or joint accounts with non-licensed individuals)

• Reverse-engineer, decompile, disassemble, or attempt to derive the source code of the Software or Service

• Modify, translate, or create derivative works from the Software or its proprietary algorithms

• Remove, obscure, or alter proprietary notices, copyright marks, or licensing information

• Use the software to develop competing topology-optimization, design-automation, or ADMS tools  (see Section 3.3)

• Use the software to extract, benchmark, or reverse-engineer Spherene's algorithms for the purpose of developing competing or substantially similar products

• Use the software in violation of export-control laws, sanctions, or in embargoed territories

3.2 Definition of "Commercial or Paid Work"

"Commercial or paid work" means:

PROHIBITED:

• Work performed for or on behalf of a commercial entity (company, startup, consultancy) in exchange for compensation (salary, consulting fees, equity, stock options, revenue share, or other direct/indirect financial benefit)

• Creating deliverables (designs, analyses, reports, code) intended for external customers  or commercial products

• Using Spherene output or insights to develop products or services for sale

• Conducting research under contract with a commercial entity if the primary goal is product development for that entity (competitive research)

PERMITTED (non-commercial):

- Student internships and research-assistant (RA) positions, even if compensated by the institution or external grants, if the work is:

• Non-confidential (publishable)

• Contributes to academic curriculum or research

• Supervised by faculty at accredited institution

- Faculty conducting government-funded research (NSF, DOE, etc.) that will be published academically

- Thesis work, capstone projects, or degree requirements, even if students receive stipends or funding

- Open-source or publicly available academic work, even if the developer later commercializes it (so long as the initial creation is non-commercial)

3.3 Restrictions on Competitive Use and AI/ML Development

NARROWED RESTRICTION:

Licensee may NOT use the Software to develop, design, benchmark, or train any algorithms, tools, or services that:

• Provide topology optimization, minimal-surface design, or lattice generation (directly  competing with Spherene's core capabilities)

• Replicate, emulate, or substantially mimic Spherene's optimization methodology or output quality

• Are marketed as ADMS (Additive Manufacturing Design Software) or topology-optimization tools
  
  

WHAT IS PERMITTED (academic ML/AI research):

• Using Spherene as a tool to generate training data for general machine-learning research (e.g., thesis on "Neural Networks for Shape Optimization")

• Academic publications analyzing how Spherene's output can be improved via ML

• Open-source research projects that publish methodologies (not commercialized)

• Capstone projects or thesis work that uses Spherene + ML for educational purposes only

Academic Research Threshold: If research using Spherene in ML/AI is:

• Published in a peer-reviewed venue, AND

• Non-commercial intent at time of creation, AND

• Contributed to academia (degree, publication)

→ It is PERMITTED, even if insights are later commercialized

If in doubt: Email spherene AG at legal@spherene.io for written approval. Spherene will not unreasonably withhold consent for legitimate academic research.

3.4 Intellectual Property Remains with Spherene

All intellectual property—including software, algorithms, computation methods, optimization logic, trade secrets, and documentation—remains the exclusive property of Spherene AG as defined in the main [EULA](https://spherene.io/license-agreement-eula-spherene-ag?hsLang=en). No ownership, license, or rights in Spherene's IP are transferred to the Licensee, except the limited, non-exclusive right to use the Software as stated in this Agreement.

4. Data and Compliance

4.1 Personal Data Processing

Personal data submitted through the Customer Portal (name, email, institutional affiliation) is processed in accordance with Spherene's [Privacy Policy] https://spherene.io/privacy-policy?hsLang=en) and applicable data-protection laws (GDPR / Swiss FADP).

Spherene uses personal data only for:

•  

  License account management and eligibility verification

• Sending support communications and license renewals

• Compliance monitoring and audit activities

• Enforcing terms of this Agreement Personal data will NOT be shared with third parties or used for marketing without explicit written consent.

   

4.2 Technical and Usage Data Collection

Spherene may collect limited technical and usage data to:

• Ensure compliance with license terms

• Improve the Software and Service

• Identify bugs, performance issues, and user-experience gaps

• Provide technical support

Data collected includes:

• Login timestamps and session duration

• Features used and interaction patterns

• Design complexity metrics (geometry file size, optimization time, result quality)

• Error logs and performance metrics

• Device/browser information (IP address, OS, browser type)

Data NOT collected (per GDPR/FADP):

• Full CAD files or sensitive project metadata, unless explicitly uploaded

• Biometric data or personal health information

4.3 Anonymization and Data Retention

Anonymization Standard:

Data is considered "anonymized" when:

• Student/faculty name, email, institutional affiliation, and project title are permanently removed or irreversibly separated from the data

• Design files and CAD geometry are aggregated, randomized, or destroyed

• No combination of available datasets can re-identify the original user or institution

Default Retention:

• Identifiable personal data (name, email, affiliation): Retained for the duration of the license + **6 months** after termination (for account closure and legal hold)

• Usage/technical data: Retained indefinitely in anonymized, aggregated form

• Design files and project data: Retained for the duration of the license unless deleted per Section 4.4

If Licensee deletes project data from the platform, Spherene permanently deletes:

• CAD files and design uploads

• Project metadata (name, description)

• All identifiable information linked to that project

• Retained only: anonymized design patterns (geometry complexity, optimization success rates)

4.4 Data Deletion Rights and Procedures

Right to Request Deletion:

Students and faculty may request deletion of identifiable project data at any time by emailing legal@spherene.io with the subject line "Data Deletion Request – [Name].

Spherene will:

1. Acknowledge the deletion request within 5 business days

2. Delete all identifiable project data within 30 days of the request

3. Provide written confirmation of deletion

4. Retain only anonymized, aggregated analytics

What will be deleted:

• CAD files, design uploads, geometry data

• Project names, descriptions, and metadata

• Links between user identity and project data

• Uploaded documents, images, or supplementary files

What will NOT be deleted (or will be anonymized first):

• Aggregated usage statistics (e.g., "X designs were optimized on average Y% better")

• General feature-usage analytics (e.g., "heat dissipation analysis was used Z times")

• Error logs and performance data (anonymized by removing personally identifiable information)

Automatic Deletion on Graduation/Separation:

Upon notification that the Licensee has graduated or left their institution:

• Spherene will automatically flag the account for data deletion

• Licensee has 30 days to request data export or continued access

• After 30 days, all identifiable project data is permanently deleted

• Access is automatically revoked

Exception for Thesis/Publication:

If the Licensee is actively completing a thesis or preparing a publication:

• Faculty/students may request a **12-month extension** to retain project data

• Extension must be approved by faculty sponsor (for students) or Spherene (for faculty)

• After extension expires, data is deleted unless further extension is requested

4.5 Compliance Verification and Audits

Spherene may verify ongoing compliance by:

• Requesting proof of continued enrollment/employment within 15 business days of request

• Reviewing usage patterns to detect unauthorized commercial or competitive use

• Monitoring login locations, frequency, and data volume to identify misuse

If misuse is suspected:

Step 1 – Initial Notice (within 5 business days):

• Spherene sends written notice specifying the suspected violation

• Examples: "Usage pattern inconsistent with academic research," "Commercial consulting detected,"  "Data deletion request not honored"

Step 2 – Response Opportunity (10 business days):

• Licensee has 10 business days to provide evidence of compliance or explanation

• Examples: "Project X is part of required coursework," "Usage spike is summer research project,"  "I did request deletion and can provide confirmation email"

Step 3 – Review (5 business days):

• Spherene reviews the Licensee's response

• If satisfied, audit is closed with written confirmation

• If not satisfied, Spherene escalates

Step 4 – Resolution:

If violation is confirmed but remediable (e.g., accidental commercial use that has stopped):

• 15-day cure period to cease the activity

• If cured, audit closed

• If not cured, license revoked (see Section 5.2)

If violation is not remediable (fraud, false information, intentional breach):

• Immediate access suspension (within 24 hours)

• License termination notice

• Institution notification

Audit Record Retention:
Spherene will maintain audit logs and findings for **7+ years** for compliance and legal purposes, in accordance with applicable regulations.

4.6 Institutional Audit Rights

Upon reasonable request, Spherene will provide the educational institution (IT/compliance office) with:

• Summary of institutional usage (total users, features used, compliance incidents)

• Information about any license terminations or violations (with student/faculty consent)

This assists institutions in managing compliance and investigating unauthorized use.

5. Term and Termination

This Agreement remains effective until terminated.
Spherene may revoke access immediately if the Licensee:

• violates this Agreement or related terms;

• provides false or misleading information; or

• uses the software for commercial or unauthorized purposes.

Upon termination, the Licensee must discontinue use and delete all copies.

6. Governing Law

This Agreement is governed by Swiss law, with exclusive jurisdiction in Bülach, Switzerland, subject to applicable consumer-protection provisions.

Mediation for Educational Institutions: Educational institutions may request good-faith mediation at a neutral venue (Geneva or Zurich) before litigation, in an attempt to resolve license disputes cost-effectively.

Spherene AG
Europa-Str. 9
8152 Glattbrugg (ZH)
Switzerland
legal@spherene.io
www.spherene.io