CRI-ONE — Mutual NDA + Engagement Terms

Version 1 · effective 2026-09-10 · supersedes all prior CRI-ONE mutual NDA templates. This document is the click-through agreement referenced by every "Start" button on cri-one.com.

1. Parties

This agreement is entered into between CRI-ONE — d/b/a Christopher Gabriel Brown, sole proprietor, Georgia, USA (the "Disclosing Party") — and the person or entity identified by the email address on file at the moment of click-through acceptance (the "Receiving Party"). Both are collectively the "Parties" and individually a "Party".

2. Confidential Information

"Confidential Information" means any non-public technical, commercial, financial, or operational information that either Party discloses to the other under this agreement, including but not limited to: engineering handoff files, RTL, tape-out configurations, foundry parameters, rate ladders, Seed Matrix derivations, IP-license terms, wire routing details, buyer email addresses, and any inline preview data unlocked during the round-trip period.

Confidential Information does not include information that (a) is or becomes publicly known through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure, as evidenced by contemporaneous written records; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's information; or (d) is rightfully received from a third party without a duty of confidentiality.

3. Obligations of the Receiving Party

1. Hold all Confidential Information in strict confidence and take at least the same degree of care to protect it as the Receiving Party takes to protect its own confidential information of like importance (but no less than a reasonable degree of care).
2. Use Confidential Information solely for the purpose of evaluating, purchasing, or performing under the specific CRI-ONE engagement identified in the click-through metadata (SKU, tier, or bespoke package).
3. Not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except to employees, contractors, and legal / financial advisors on a strict need-to-know basis, each of whom is bound by confidentiality obligations at least as protective as this agreement.
4. Not reverse-engineer, decompile, or disassemble any CRI-ONE deliverable except to the extent expressly permitted by applicable law.

4. Term

This agreement is effective from the moment of click-through acceptance and continues for three (3) years thereafter, or until CRI-ONE issues a written termination notice to the Receiving Party's email of record, whichever is earlier. Obligations to protect Confidential Information survive termination for an additional three (3) years.

5. Wire Settlement Terms

All CRI-ONE purchases above the Stripe per-charge cap (currently USD $999,999.99) settle by wire transfer to the beneficiary account named in the wire-instructions email that follows the click-through. The Receiving Party agrees to:

1. Use the exact memo line specified in the wire-instructions email so CRI-ONE can match the wire to the SKU / tier / engagement.
2. Send the wire within thirty (30) calendar days of the click-through, unless a longer window is agreed in writing.
3. Bear all wire fees on the sending side; CRI-ONE bears only receiving-side fees.
4. Accept delivery of engineering handoff files, RTL, tape-out configurations, and any other paid deliverables via secure download links issued to the Receiving Party's email of record within two (2) business days of wire receipt.

Sales tax where applicable is calculated by Stripe Tax at checkout and added to the total; enterprise-B2B wire settlements are quoted net of tax unless a resale certificate is on file.

6. Warranties & Disclaimers

CRI-ONE warrants that the deliverables conform to the specifications published on the SKU or tier page at the moment of click-through, subject to reasonable engineering revisions during the round-trip period. EXCEPT AS EXPRESSLY STATED HERE, ALL DELIVERABLES ARE PROVIDED "AS IS" AND CRI-ONE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT.

CRI-ONE's total aggregate liability under this agreement is limited to the amount actually paid by the Receiving Party for the specific engagement giving rise to the claim.

7. Export & Restricted Sales

All CRI-ONE enterprise engagements (RIDDLE contracts, QBeam SKUs, EMIC / Autocar, Q-Battery bespoke, AutoPhi handoff) are available only to United States companies and are subject to U.S. Export Administration Regulations (EAR) and Bureau of Industry and Security (BIS) controls. QBeam SKUs at 5 nm and below carry specific EAR / BIS classifications disclosed in the foundry-handoff document. The Receiving Party represents that it is not on any U.S. denied-parties list and will not re-export any deliverable in violation of U.S. law.

8. Governing Law & Venue

This agreement is governed by the laws of the State of Georgia, USA, without regard to conflict-of-law principles. Any dispute is subject to the exclusive jurisdiction of the state and federal courts located in Fulton County, Georgia.

9. Click-Through Acceptance & Electronic Signature

Under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. § 7001) and the Uniform Electronic Transactions Act (UETA), the Receiving Party's act of checking the acceptance box and clicking "Start" on any CRI-ONE buy button constitutes a valid electronic signature and creates a legally binding agreement equivalent to a handwritten signature on a paper copy.

At the moment of acceptance, CRI-ONE records:

• the Receiving Party's email address on file;
• a Coordinated Universal Time (UTC) timestamp;
• the Receiving Party's IP address and user-agent as reported by the browser;
• the SKU, tier, or bespoke-engagement identifier the acceptance applies to;
• the exact version of these terms in effect (currently mutual_nda:v1).

A copy of the acceptance record is emailed to the Receiving Party as a receipt. The Receiving Party may request a full copy of the acceptance record at any time by emailing crioneaka@outlook.com.

10. Entire Agreement

This document is the entire agreement between the Parties with respect to the subject matter above and supersedes any prior oral or written communications. Any modification must be in writing and signed (or click-through accepted) by both Parties.

Return to any CRI-ONE page and use the "Start" button on the SKU or tier you want. Checking the acceptance box and clicking Start signs this document as of that moment.