Atlas Explorer Eula

Last updated: April 30, 2025

This Atlas Explorer End User License Agreement (this “EULA”) is entered into by and between MIPS Tech, LLC (“MIPS”) and the individual or entity agreeing to these terms (“Licensee”), forms part of MIPS Terms of Use [https://mips.com/terms/] (“Terms of Use”), and is subject to and governed by the terms of the version of this EULA entered into and signed by the Licensee entity and MIPS (“Signed EULA”), Licensee’s Master License Agreement, Evaluation License or Service Agreement, if applicable (“Product Agreement”). Capitalized terms used herein but not otherwise defined have the meanings set forth in the Terms of Use or the applicable Product Agreement. By clicking the “Agree” button or by downloading, installing, copying, or otherwise using any software development kits made available by MIPS as part of the MIPS Atlas Explorer Platform (each, the “AEP”), or by otherwise developing software, Licensee agrees to be bound by this EULA, and this EULA shall be effective as of such date (“Effective Date”). If Licensee does not agree to this EULA, Licensee should not proceed with the download, installation, or use of the applicable AEP. If Licensee is an individual downloading the AEP on behalf of an entity or organization, Licensee represents and warrants that it has the requisite authority to bind that entity (and any applicable Affiliates) to this EULA.

1. LICENSE GRANT; AUTHORIZED USERS

MIPS Licenses. Subject to and conditioned upon Licensee’s compliance with the terms and conditions set forth in this EULA and Licensee’s payment of any applicable Fees, MIPS hereby grants Licensee a limited, non-exclusive, revocable, non-sublicensable, non-transferable license during the Term to, through its Authorized Users, download and use the AEP and accompanying Documentation (as defined below), as made available by MIPS (“Customer Portal”), in accordance with the Usage and Distribution Requirements specified in this EULA and solely for the purpose of:
1. Evaluating for a limited period (the (“Evaluation Term”) the potential to use the AEP (“Evaluation License”) to develop software applications (“Applications”) for use in connection with the MIPS products licensed under any applicable Product Agreement (“MIPS Products”); or
2. if specified in the Signed EULA, for developing Applications in a production environment for use in connection with the MIPS Products licensed under any applicable Product Agreement (“Production License”).
The Evaluation License and Production License are collectively referred to herein as the “License”. All copies of the AEP: (i) will remain the exclusive property of MIPS or Third-Party Licensor, as applicable and specified in Section 3 herein, (ii) will be subject to the terms of this EULA, and (iii) must include all trademark, copyright, patent, and other intellectual property right notices contained in the original.
MIPS AEP. The MIPS AEPs includes the following:
1. Transfer, processing and return of files on the MIPS Customer Portal (i.e., MIPS proprietary software provided as a hosted service) in accordance with the Terms of Use, which shall be accessible through permission keys.
2. Graphical User Interface (GUI) and command line tool with an accompanying Software Bill of Materials (each, a “SBOM”) which will outline the licenses requiring attribution.
Third-Party Licenses. The AEP may include software, content, data, or other materials, including related documentation, that are owned by entities other than MIPS, including Microsoft’s Visual Code Extension (“Third-Party Licensors”) and that are provided to Licensee on license terms that are in addition to and/or different from those contained in this EULA (“Third-Party Licenses”). The applicable Third-Party Licenses and associated SBOMs are listed in and accessible through the Customer Portal. Licensee is bound by and shall comply with all Third-Party Licenses. Any breach by Licensee or any of its Authorized Users of any Third-Party License is also a breach of this EULA.
Authorized Users. As used herein, “Authorized Users” means solely those individuals authorized to use the AEP pursuant to the License granted under this EULA who have been provided either (i) permission keys or login access, or (ii) viewer access to review experiments or performance reports. Licensee acknowledges that only Authorized Users who have been provided with permission keys shall be able to create experiments or access Performance Data (defined below).

2. RESTRICTIONS AND USAGE

1. Restrictions. Licensee shall not, and shall require its Authorized Users not to directly or indirectly:
  1. modify, adapt, translate, reverse engineer, decompile, or disassemble the AEP or any part thereof, or otherwise attempt to derive or gain access to AEP source code;
  2. remove, alter, or obscure any proprietary notices, labels, or Marks from the AEP;
  3. use the AEP in an Application or standalone other than in connection with the MIPS Products, or otherwise develop an Application for any Competitive Activity;
  4. use the AEP in any manner that violates any applicable laws, the Distribution Requirements, regulations, third-party rights, or other MIPS terms or agreements by which Licensee is bound;
  5. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the AEP or Documentation, including any copy thereof; or
  6. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the AEP, or any features or functionality of the AEP, to any third party for any reason, except as expressly provided herein; for the avoidance of doubt, Licensee may under no circumstances redistribute the AEP itself.

As used herein, “Competitive Activity” means making commercially, publicly available software-as-a-service, platform-as-a-service, infrastructure-as-a-service, support services, or similar online or offline managed, cloud services for the primary purposes of providing software development and optimization platform infrastructure to third parties without explicit written permission. For clarity, software development and optimization platform infrastructure encapsulates:

1. data processing, transformation, and querying services for software development and optimization,
2. hosting and/or compute services for the above, and
3. data center services and/or similarly situated services offering software development and optimization in connection with a broader service offering to third parties.
Usage Data. Licensee acknowledges and understands that MIPS or may collect and store certain telemetry, usage, and other data which captures Licensee’s interactions with and use of the AEP (collectively, the “Usage Data”). Licensee agrees that MIPS may use such information for any purpose related to any use of the AEP by Licensee or on Licensee’s equipment, including but not limited to: (i) improving the performance of the AEP; and (ii) verifying Licensee’s compliance with the terms of this EULA and enforcing MIPS’ rights, including all intellectual property rights in and to the AEP.
Performance Data. Licensee will have access to certain performance data or reports (“Performance Data”) as part of AEP. MIPS specifically disclaims any specific product performance warranties related to such Performance Data, and Licensee acknowledges and agrees not to file any legal claims against MIPS related to performance of the AEP or any Performance Data. Licensee further agrees that it shall not publicly display or distribute any Performance Data without obtaining MIPS’ prior written authorization.
Responsibility for Use of the AEP. Licensee is responsible and liable for all uses of the AEP and Documentation through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the AEP and Documentation by its Authorized Users or by any other person to whom Licensee or an Authorized User may provide access to or use of the AEP and/or Documentation, whether such access or use is permitted by or in violation of this EULA.

3. OWNERSHIP, PERSONAL INFORMATION AND MARKS

Ownership. Licensee acknowledges and agrees that the AEP and Documentation are provided under license, and not sold, to Licensee. MIPS and the applicable Third-Party Licensors retain all right, title, and interest in and to the AEP (including any Redistributable Components), Documentation, and copies thereof, including all intellectual property rights therein. Licensee acknowledges and agrees that other than as explicitly stated herein, nothing in this EULA grants Licensee any rights to or ownership interest in the AEP or Documentation. As between the parties, Licensee acknowledges that MIPS owns all right, title, and interest in and to the Usage Data and may use or exploit it for any purpose it deems fit, including but not limited to the purposes of improving the AEP or any other component or aspect of the software development and optimization platform. Licensee shall safeguard the AEP (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee shall promptly notify MIPS if Licensee becomes aware of any infringement of MIPS’ intellectual property rights in the AEP and shall fully cooperate with MIPS in any legal action taken by MIPS to enforce its intellectual property rights.
Personal Information. Any collection, storage, or use of Licensee personal information is governed by MIPS’ Privacy Policy (https://mips.com/privacy-policy/), which Licensee hereby acknowledges upon acceptance of this EULA.
Marks. Nothing herein shall be construed as a grant of a license or any other rights with respect to MIPS trademarks, logos, or other branding or any other MIPS offerings (collectively, the “Marks”). Licensee shall seek prior written consent for the use of the Marks in connection with its use of the AEP and agrees and acknowledges that MIPS is under no obligation to grant any such requests.

4. SUPPORT AND UPDATES

MIPS is not obligated to provide any support, patches, fixes or updates for the AEP. However, MIPS may, at its sole discretion, provide updates, patches, fixes or support at any time.

5. FEES

The AEP is provided free of charge to customers during the Term. Licensee acknowledges that MIPS reserves the right any time to modify the License of the AEP specified in this EULA, including to revoke Licensee’s free access and require the Licensee’s payment of a fee or subscription in order to access and use the AEP (“Fees”). In the event MIPS does the foregoing, it will make commercially reasonable efforts to provide Licensee of advanced notice of the applicable Fees to the contact information provided by Licensee to MIPS.

6. WARRANTY DISCLAIMER

THE AEP IS PROVIDED “AS IS” AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, MIPS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LICENSEE ACKNOWLEDGES AND AGREES THAT THE USE OF THE AEP IS AT ITS OWN RISK, AND MIPS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF THE AEP, OR INFORMATION OBTAINED THROUGH THE AEP, INCLUDING BUT NOT LIMITED TO ANY PERFORMANCE DATA OR PRODUCT PERFORMANCE. MIPS DOES NOT WARRANT OR GUARANTEE THAT THE AEP WILL MEET LICENSEE’S REQUIREMENTS OR EXPECTATIONS FOR ITS APPLICATIONS OR GENERALLY, OR THAT ANY ERRORS OR DEFECTS IN THE AEP WILL BE CORRECTED. FURTHERMORE, MIPS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE AEP OR THE SUITABILITY OF THE AEP FOR ANY PARTICULAR PURPOSE. MIPS MAKES NO WARRANTIES OR REPRESENTATIONS THAT THE AEP WILL BE COMPATIBLE WITH LICENSEE’S SYSTEMS, SOFTWARE, OR APPLICATIONS, OR THAT THE AEP WILL BE SECURE FROM UNAUTHORIZED ACCESS, HACKING, OR OTHER POTENTIAL SECURITY THREATS. MIPS DISCLAIMS ANY LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE AEP OR PERFORMANCE DATA. LICENSEE ASSUMES ALL RISKS AND RESPONSIBILITIES FOR USING THE AEP TO ACHIEVE THEIR INTENDED RESULTS AND FOR THE INSTALLATION, USE, AND RESULTS OBTAINED FROM THE AEP. ADDITIONALLY, VERSIONS OF THE AEP IDENTIFIED AS ‘PREVIEW VERSIONS’ MAY HAVE ADDITIONAL BUGS OR DESIGN FLAWS. MIPS MAKES NO WARRANTIES ABOUT THE PREVIEW VERSIONS WHATSOEVER, AND LICENSEE’S USE OF THE AEP IN COMMERCIAL, PRODUCTION ENVIRONMENTS IN VIOLATION OF THIS EULA OR THE APPLICABLE PRODUCT AGREEMENT IS AT ITS OWN RISK.

7. INDEMNIFICATION

Licensee shall defend, indemnify and hold harmless MIPS, its affiliates and their respective officers, directors, employees, agents and representatives from any and all third party claims, damages, liabilities, costs and fees (including reasonable attorneys’ fees) arising from: (i) its breach of this EULA; or (ii) an allegation that any Application violates, misappropriates, or infringes any third party intellectual, contractual or proprietary right.

8. LIMITATION OF LIABILITY

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MIPS BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS EULA UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR: (I) LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY; OR (II) ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES OR PROFITS; (III) ANY MATTER BEYOND ITS REASONABLE CONTROL; OR (IV) ANY AMOUNT IN THE AGGREGATE OVER $100. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS OR LIMITATIONS ON LIABILITY. ONLY DISCLAIMERS OR LIMITATIONS THAT ARE LAWFUL IN THE APPLICABLE JURISDICTION WILL APPLY TO LICENSEE, AND MIPS LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9. TERM AND TERMINATION

Term. This EULA and the Evaluation License and/or Production License granted hereunder shall remain in effect for the term of the Evaluation Term or any Term specified in the Signed EULA, unless terminated earlier as set forth herein (the “Term”).
Termination.
1. By Licensee. Licensee may terminate this EULA by ceasing to use and destroying all copies of the AEP and Documentation.
2. By MIPS. MIPS may terminate this EULA if the Licensee fails to comply with any term in this EULA, or if the Licensee commences, or participates, in any legal proceeding against Licensor. MIPS may also terminate this EULA if it decides to no longer provide any AEP, or if in MIPS’ sole discretion, the continued use of an AEP is no longer commercially viable. MIPS will provide written notice of termination to Licensee either through a posting on its website, or via the contact method for Licensee it has available.
Effect of Termination. Upon expiration or earlier termination of this EULA, the License granted hereunder shall also terminate, and Licensee shall immediately cease using and destroy all copies of the AEP and Documentation. No expiration or termination shall affect Licensee’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Licensee to any refund. Notwithstanding the foregoing, MIPS may elect to (i) extend Licensee’s Evaluation Term or allow continued access to certain portions of the AEP or Customer Portal; provided, however, that Licensee acknowledges and agrees that such limited access shall not include any support or warranties outlined in this EULA; or (ii) upon expiration of the Evaluation Term, convert an Evaluation License to a Production License with a new Term.

10. EXPORT CONTROL

Licensee shall comply with, and shall, at MIPS’ request, demonstrate compliance with all applicable export laws, restrictions, and regulations of any United States or foreign agency or authority. Licensee shall not export or re-export, or allow the export or re-export of any product, technology or information it obtains pursuant to this EULA (including but not limited to the AEP) in violation of any such laws, embargoes, restrictions or regulations. Licensee shall obtain and bear all expenses relating to any licenses and/or exemptions required to comply with foregoing.

11. MISCELLANEOUS

Governing Law. All matters arising out of or relating to this EULA shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this EULA or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of California in each case located in San Mateo County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.
Force Majeure. In no event shall MIPS be liable to Licensee, or be deemed to have breached this EULA, for any failure or delay in performing its obligations under this EULA, if and to the extent such failure or delay is caused by any circumstances beyond MIPS’ reasonable control, including but not limited to: (i) acts of God; (ii) flood, fire, earthquake, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of this EULA; (vi) national or regional emergency; and (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand; (ii) when received by the addressee if sent by a nationally recognized overnight courier; (iii) on the date sent by facsimile or email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth on the Order Form (or to such other address as may be designated by a party from time to time in accordance with this Section).
Entire Agreement. This EULA, together with any applicable Product Agreement, and all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between Licensee and MIPS with respect to the subject matter contained herein.
Assignment. Licensee shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this EULA, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without MIPS’ prior written consent, which consent MIPS may give or withhold in its sole discretion. For purposes of the preceding sentence, and without limiting its generality, any merger, consolidation, or reorganization involving Licensee (regardless of whether Licensee is a surviving or disappearing entity) will be deemed to be a transfer of rights, obligations, or performance under this EULA for which MIPS’ prior written consent is required. No delegation or other transfer will relieve Licensee of any of its obligations or performance under this EULA. Any purported assignment, delegation, or transfer in violation of this Section is void. MIPS may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this EULA without Licensee’s consent. This EULA is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
Sole Benefit. This EULA is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this EULA.
Amendments; No Waiver. This EULA may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto, except as provided in Section 5. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this EULA, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this EULA shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Enforceability. If any term or provision of this EULA is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this EULA or invalidate or render unenforceable such term or provision in any other jurisdiction.
Headings. The headings in this EULA are for reference only and do not affect the interpretation of this EULA.