Effective Date: July 11, 2016
Last Updated Date: August 29, 2017
PLEASE BE AWARE THAT SECTION 15.6 OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE WEBSITE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT
You should print a copy of these terms or save them to your computer for future reference.
The Services consist of the following, without limitation: access and ability (1) to view information on website, (2) to download software and tools, and (3) for Users to configure potential future hardware blocks that may be put together in a single chip.
1. Use of the Services and SiFive Properties.
The Website, the Services, the Software and the information and content available on the Website and the Services (as these terms are defined herein) (collectively, the “SiFive Properties”), and the developer data sheets, applications files, blogs, newsletters, information and all content created and posted on the Website by SiFive (“SiFive Content”) are protected by copyright laws throughout the world. Subject to the Terms, SiFive grants you a limited license to reproduce portions of SiFive Properties for the sole purpose of using the Services for your personal or noncommercial, internal purposes. The SiFive Properties available from the Website, for no fee are subject to these Terms. SiFive also provides fee based, commercial products and services, available through the Website, which may require users to register an account (such as products and services provided on dev.sifive.com), and such products and services are subject to separate license agreements and/or terms and conditions.
1.1 SiFive Content and Registered User Content Usage.
As a User, You may view, access and download SiFive Content. If You are a Registered User (defined below), You are able to view, access and download SiFive Content as well as upload and publish Registered User Content to the SiFive Properties.
1.2 SiFive Software.
Use of any software and associated documentation, other than any mobile application, that is made available via the Website or the Services (“Software”) is governed by the terms of the license agreement that accompanies or is included with the Software, or by the license agreement expressly stated on the Website accompanying the Software. In the event that there is no license agreement for the Software, then these Terms, including the license grant set forth in this section, shall govern the use of the Software.
These license terms may be posted with the Software downloads or at the Website page where the Software can be accessed. You shall not use, download or install any Software that is accompanied by or includes a license agreement unless you agree to the terms of such license agreement. At no time will SiFive provide you with any tangible copy of our Software. SiFive shall deliver access to the Software via electronic transfer or download and shall not use or deliver any tangible media in connection with the (a) delivery, installation, updating or problem resolution of any Software (including any new releases); or (b) delivery, correction or updating of documentation. Unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Software is prohibited, including any copying or redistribution of the Software to any other server or location, or redistribution or use on a service bureau basis. If there is any conflict between the Terms and the license agreement, the license agreement shall take precedence in relation to that Software (except as provided in the following sentence). If the Software is a pre-release version, then, notwithstanding anything to the contrary included within an accompanying license agreement, you are not permitted to use or otherwise rely on the Software for any commercial or production purposes. If no license agreement accompanies use of the Software, use of the Software will be governed by the Terms. Subject to your compliance with the Terms, SiFive grants you a non-assignable, non-transferable, non-sublicensable, revocable non-exclusive license to use the Software for the sole purpose of enabling you to use the Services in the manner permitted by the Terms. Some Software may be offered under an open source license that we will make available to you. There may be provisions in the open source license that expressly override some of these terms.
You may view, access and download SiFive Content. You understand that SiFive Properties are evolving. As a result, SiFive may require you to accept updates to SiFive Properties that you have installed on your computer or mobile device. You acknowledge and agree that SiFive may update SiFive Properties with or without notifying you. You may need to update third-party software from time to time in order to use SiFive Properties.
1.4 Certain Restrictions.
The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit SiFive Properties or any portion of SiFive Properties, including the Website, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other SiFive Properties (including images, text, page layout or form) of SiFive; (c) you shall not use any metatags or other “hidden text” using SiFive’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of SiFive Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access SiFive Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of SiFive Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in SiFive Properties. Any future release, update or other addition to SiFive Properties shall be subject to the Terms. SiFive, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of SiFive Properties terminates the licenses granted by SiFive pursuant to the Terms.
1.5 Third-Party Materials.
As a part of SiFive Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for SiFive to monitor such materials and that you access these materials at your own risk.
2.1 Registering Your Account.
In order to access certain features of SiFive Properties, such as the ability to upload and publish Registered User Content to SiFive Properties, you will be required to become a Registered User. For purposes of the Terms, a “Registered User” is a User who has registered an account on the Website (“Account”), or has a valid account on the social networking service (“SNS”) through which the User has connected to the App (each such account, a “Third-Party Account”).
2.2 Registration Data.
In registering for the Services, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form (the “Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) at least thirteen (13) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using SiFive Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of SiFive Properties by minors. You may not share your Account or password with anyone, and you agree to (1) notify SiFive immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or SiFive has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, SiFive has the right to suspend or terminate your Account and refuse any and all current or future use of SiFive Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform or SNS at any given time. SiFive reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use SiFive Properties if you have been previously removed by SiFive, or if you have been previously banned from any of SiFive Properties.
2.3 Your Account.
Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of SiFive.
2.4 Necessary Equipment and Software.
You must provide all equipment and software necessary to connect to SiFive Properties. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing SiFive Properties. By providing your cell phone number and using the Services, you hereby affirmatively consent to our use of your cellphone number for calls and texts in order to perform and improve upon the Services. SiFive will not assess and charge for any calls, but standard message charges or other charges from your wireless carrier may apply.
3. Responsibility for Content.
3.1 Types of Content.
You acknowledge that all Content is the sole responsibility of the party from whom such Content originated. This means that a Registered User, and not SiFive, is entirely responsible for all content that the Registered User uploads, posts, e-mails, transmits or otherwise makes available (“Make(s) Available/Made Available”) through SiFive Properties (“Registered User Content”), and that the Registered User and other registered Users of SiFive Properties, and not SiFive, are similarly responsible for all Content they Make Available through SiFive Properties (“Other User Content”). Other User Content, Registered User Content and SiFive Content are collectively “Content”. Basically, a Registered User must have the right to add content before putting that content on our Service.
3.2 No Obligation to Pre-Screen Content.
You acknowledge that SiFive has no obligation to pre-screen Content (including, but not limited to, Other User Content), although SiFive reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. Users and Registered Users acknowledge and agree that there is no expectation of privacy concerning the transmission of Content, including without limitation, any chat, text, or voice communications. In the event that SiFive pre-screens, refuses or removes any Content, you acknowledge that SiFive will do so for SiFive’s benefit, not yours. Without limiting the foregoing, SiFive shall have the right to remove any Content that violates the Terms or is otherwise objectionable.
Unless expressly agreed to by SiFive in writing elsewhere, SiFive has no obligation to store any Registered User Content that is Made Available on SiFive Properties. SiFive has no responsibility or liability for the deletion or accuracy of any Content, including Registered User Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of SiFive Properties. You agree that SiFive retains the right to create reasonable limits on SiFive’s use and storage of the Content, including Registered User Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by SiFive in its sole discretion.
4.1 SiFive Properties.
Except with respect to Registered User Content and Other User Content, you agree that SiFive and its suppliers own all rights, title and interest in SiFive Properties and SiFive Content (including but not limited to, any titles, computer code, themes, objects, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation and server software). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or SiFive Properties. Subject to Your compliance with the Terms, SiFive grants You a limited non-exclusive, non-sublicensable, revocable license to download, use, distribute, reproduce, modify, and publicly display, SiFive Content solely for your own personal or noncommercial, internal business purposes. You may get additional commercial rights to SiFive Properties and/or SiFive Content under a separate commercial license agreement.
SiFive trademarks and other related graphics, logos, service marks and trade names used on or in connection with SiFive Properties or in connection with the Services are the trademarks of SiFive and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in SiFive Properties are the property of their respective owners.
4.3 Other Content.
Except with respect to Registered User Content, you agree that you have no right or title in or to any Content that appears on or in SiFive Properties or SiFive Content.
4.4 Registered User Content.
SiFive does not claim ownership of Registered User Content. However, when you as a Registered User posts or publishes Registered User Content on or in SiFive Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Registered User Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Registered User Content.
4.5 License to Registered User Content.
Subject to any applicable account settings that you select, you grant SiFive a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Registered User Content (in whole or in part) for the purposes of operating and providing SiFive Properties to you and to our other Users. Please remember that other Users may search for, see, use, modify and reproduce any of Registered User Content that you submit to any “public” area of SiFive Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Registered User Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not SiFive, are responsible for all of Registered User Content that you Make Available on or in SiFive Properties.
Notwithstanding anything contained herein to the contrary, by submitting Registered User Content to any forums, comments or any other area on SiFive Properties, you hereby expressly permit SiFive to identify you by your username (which may be a pseudonym) as the contributor of Registered User Content in any publication in any form, media or technology now known or later developed in connection with Registered User Content.
4.7 Your Profile.
Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter. You may not post or submit for print services a photograph of another person without that person’s permission.
You agree that submission of any ideas, suggestions, documents, and/or proposals to SiFive through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that SiFive has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to SiFive a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of SiFive Properties.
5. Acceptable Use Policy.
You agree that you will not, under any circumstances:
(a) Post Content that you know or believe to be false, misleading, fraudulent, or in any way deceptive to a viewer of said Content;
(b) Harass, stalk, defame, libel, defraud, threaten, infringe the privacy of, or tortuously injure the Website’s Users and customers;
(c) Upload, post, e-mail, transmit or otherwise Make Available any Content on SiFive Properties that is (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities;
(d) Infringe on our Intellectual Property Rights (“IP Rights”) or the IP Rights of third parties, which may encompass copyright, patent, trademark, trade secret, or other proprietary rights;
(e) Harvest, collect, gather or assemble information or data regarding other Users, including e-mail addresses, without their and our consent;
(f) Interfere with, disrupt, or create an undue burden on servers or networks connected to the Services or violate the regulations, policies or procedures of such networks;
(g) Attempt to gain unauthorized access to the Services, other computer systems or networks connected to or used together with the Services, through password miming or other means;
(h) Harass or interfere with another user’s use and enjoyment of the Services;
(i) Introduce software or automated agents or scripts to the Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
(j) Interfere with our ability to provide Services to our Users and subscribers including but not limited to violating or attempting to violate any security feature, introducing viruses, worms, or similar harmful code into the Services or linking to websites or other applications that contain viruses, worms, or similar harmful code, or by overloading, “flooding,” “spamming,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
(k) Make Available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
(l) Systematically retrieve data or other content from our Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilations, database, directory or the like, whether by manual methods, through the use of bots, crawlers, spiders, or otherwise;
(m) Use, display, mirror or frame the Services, or any individual element within the Services, including our marks or other proprietary information, or the layout and design of any page or form contained on a page, without or express written consent;
(n) Use any unauthorized software that accesses, intercepts, “mines” or otherwise collects information from or through the Services or that is in transit from or to the Services, including, but not limited to, any software that reads areas of RAM or streams of network traffic used by the Services; and
(o) Except to the extent expressly authorized by the Terms, reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purpose any portion of SiFive Properties (including your Account) or SiFive Content, or access to or use of SiFive Properties, or market any goods or services for any business purposes
SiFive may, but is not obligated to, monitor or review SiFive Properties and Content at any time. Without limiting the foregoing, SiFive shall have the right, in its sole discretion, to remove any of Registered User Content for any reason (or no reason), including if such Content violates the Terms or any applicable law. Although SiFive does not generally monitor user activity occurring in connection with SiFive Properties or Content, if SiFive becomes aware of any possible violations by you of any provision of the Terms, SiFive reserves the right to investigate such violations, and SiFive may, at its sole discretion, immediately terminate your license to use SiFive Properties, or change, alter or remove Registered User Content, in whole or in part, without prior notice to you.
7. Interactions with Other Users.
7.1 User Responsibility.
You are solely responsible for your interactions with other Users of the Services and any other parties with whom you interact through the Services; provided, however, that SiFive reserves the right, but has no obligation, to intercede in such disputes. You agree that SiFive will not be responsible for any liability incurred as the result of such interactions.
7.2 Content Provided by Other Users.
SiFive Properties may contain Other User Content provided by other Users. SiFive is not responsible for and does not control Other User Content. SiFive has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to Other User Content. You use all Other User Content and interact with other Users at your own risk.
You agree to indemnify and hold SiFive, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “SiFive Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Registered User Content; (b) your use of, or inability to use, SiFive Properties; (c) your violation of the Terms; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations. SiFive reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with SiFive in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to SiFive Properties.k
9. Disclaimer of Warranties and Conditions.
9.1 As Is.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF SIFIVE PROPERTIES, SIFIVE CONTENT AND OTHER USER CONTENT, IS AT YOUR SOLE RISK, AND SIFIVE PROPERTIES AND SIFIVE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. SIFIVE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE. SIFIVE MAKES ABSOLUTELY NO WARRANTIES OR REPRESENTATIONS REGARDING THE TRUTHFULNESS, ACCURACY OR RELIABILITY OF THE CONTENT POSTED BY USERS THROUGH THE SERVICES. YOU HEREBY ACKNOWLEDGE AND AGREE THAT ALL CONTENT YOU ACCESS USING THE SERVICES IS AT YOUR OWN RISK.
(a) SIFIVE PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) SIFIVE PROPERTIES OR SIFIVE CONTENT WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF SIFIVE PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF SIFIVE PROPERTIES OR SIFIVE CONTENT WILL BE ACCURATE OR RELIABLE; OR (4) ANY ERRORS IN SIFIVE PROPERTIES OR SIFIVE CONTENT WILL BE CORRECTED.
(b) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH SIFIVE PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS SIFIVE PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
(c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. SIFIVE MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SIFIVE OR THROUGH SIFIVE PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
(e) FROM TIME TO TIME, SIFIVE MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT SIFIVE’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
9.2 No Liability for Conduct of Third Parties.
YOU ACKNOWLEDGE AND AGREE THAT SIFIVE PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD SIFIVE PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
9.3 No Liability for Conduct of Other Users.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF SIFIVE PROPERTIES. YOU UNDERSTAND THAT SIFIVE DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF SIFIVE PROPERTIES. SIFIVE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF SIFIVE PROPERTIES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF SIFIVE PROPERTIES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF SIFIVE PROPERTIES. YOU ACKNOWLEDGE AND AGREE THAT SIFIVE DOES NOT CONDUCT BACKGROUND CHECKS ON ANY USER.
10. Limitation of Liability.
10.1 Disclaimer of Certain Damages.
YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL SIFIVE PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH SIFIVE PROPERTIES OR SIFIVE CONTENT, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE OR EMOTIONAL DISTRESS, WHETHER OR NOT SIFIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF SIFIVE PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE SIFIVE PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH SIFIVE PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON SIFIVE PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO SIFIVE PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
10.2 Cap on Liability.
UNDER NO CIRCUMSTANCES WILL SIFIVE PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY SIFIVE AS A RESULT OF YOUR USE OF SIFIVE PROPERTIES. IF YOU HAVE NOT PAID SIFIVE ANY AMOUNTS DURING WHICH YOU FIRST ASSERT ANY SUCH CLAIM, SIFIVE’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100).
10.3 Registered User Content and Other User Content.
SIFIVE PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, REGISTERED USER CONTENT AND OTHER USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
10.4 Basis of the Bargain.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SIFIVE AND YOU.
10.5 Exclusions of Damages.
THE FOREGOING LIMITATIONS OF LIABILITY APPLY TO THE FULLEST EXTENT ALLOWED BY LAW.
11. Procedure for Making Claims of Copyright Infringement.
It is SiFive’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to SiFive by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on SiFive Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of the location on SiFive Properties of the material that you claim is infringing; (4) your address, telephone number and e-mail address; (5) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for SiFive’s Copyright Agent for notice of claims of copyright infringement is as follows: firstname.lastname@example.org.
If SiFive becomes aware of any possible violations by you of the Terms, SiFive reserves the right to investigate such violations. If, as a result of the investigation, SiFive believes that criminal activity has occurred, SiFive reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. SiFive is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in SiFive Properties, including Registered User Content, in SiFive’s possession in connection with your use of SiFive Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms, (3) respond to any claims that Registered User Content violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of SiFive, its Users or the public, and all enforcement or other government officials, as SiFive in its sole discretion believes to be necessary or appropriate.
In the event that SiFive determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for SiFive Properties, SiFive reserves the right to:
(a) Warn you via e-mail (to any e-mail address you have provided to SiFive) that you have violated the Terms;
(b) Delete any of Registered User Content provided by you or your agent(s) to SiFive Properties;
(c) Discontinue your registration(s) with the any of SiFive Properties, including any Services or any SiFive community;
(d) Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
(e) Pursue any other action, which SiFive deems to be appropriate.
13. Term and Termination.
The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use SiFive Properties, unless terminated earlier in accordance with the Terms.
13.2 Prior Use.
Notwithstanding the foregoing, if you used SiFive Properties prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used SiFive Properties (whichever is earlier) and will remain in full force and effect while you use SiFive Properties, unless earlier terminated in accordance with the Terms.
13.3 Termination of Services by SiFive.
We reserve the right, in our sole discretion, to revoke or suspend your membership in and/or access to the Website or use of the SiFive Services at any time without notification or liability to you or any other person, and for any reason or for no reason at all. If you have materially breached any provision of the Terms, if we are required to do so by law, we have the right to, immediately and without notice, suspend or terminate any Services or access to SiFive Properties provided to you. If we become aware of any possible violations by you of the Terms, we reserve the right to investigate such violations. In the event that we determine, in our sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated inappropriate conduct, we reserve the right to (i) warn you via e-mail (to any e-mail address you have provided to us) that you have violated the Terms; (ii) notify and/or fully cooperate with the proper law enforcement authorities for further action; and/or (iii) pursue any other action which we deem to be appropriate. You agree that all terminations for cause shall be made in SiFive’s sole discretion and that SiFive shall not be liable to you or any third party for any termination of your Account.
13.4 Termination of Services by You.
If you want to terminate the Services provided by SiFive, you may do so by (a) notifying SiFive at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to SiFive's address set forth below or to SiFive’s email address.
13.5 Effect of Termination.
Termination of any Service includes removal of access to Registered User Account and barring of further use of the Service available to a Registered User. Termination of all Services available to a Registered User, also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Registered User Content. Upon termination of any Service available to a Registered User, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Registered User Content associated therewith from our live databases. SiFive will not have any liability whatsoever to you for any suspension or termination, including for deletion of Registered User Content. All provisions of the Terms, which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
13.6 No Subsequent Registration.
If your registration(s) with or ability to access SiFive Properties, or any other SiFive community is discontinued by SiFive due to your violation of any portion of the Terms or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access SiFive Properties or any SiFive community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees, if applicable, related to those SiFive Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, SiFive reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
14. International Users.
SiFive Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that SiFive intends to announce such Services or Content in your country. SiFive Properties are controlled and offered by SiFive from its facilities in the United States of America. SiFive makes no representations that SiFive Properties are appropriate or available for use in other locations. Those who access or use SiFive Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law.
15. General Provisions.
15.1 Electronic Communications.
The communications between you and SiFive use electronic means, whether you visit SiFive Properties or send SiFive e-mails, or whether SiFive posts notices on SiFive Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from SiFive in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that SiFive provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
You hereby release SiFive Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of SiFive Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of SiFive Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.
The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without SiFive’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
15.4 Force Majeure.
SiFive shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
15.5 Questions, Complaints, Claims.
If you have any questions, complaints or claims with respect to SiFive Properties, please contact us at: email@example.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
15.6 Dispute Resolution.
Please read this Arbitration Agreement carefully. It is part of your contract with SiFive and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
(a) Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Website and SiFive Properties, through the Website, or to any aspect of your relationship with SiFive, will be resolved by binding arbitration, rather than in court; except that: (1) you may assert claims in small court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representation) basis; and (2) you or SiFive may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.
IF YOU AGREE TO ARBITRATION WITH SIFIVE, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST SIFIVE ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST THE SIFIVE IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.
(b) Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent (National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904). The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352- 5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, SiFive will pay them for you. In addition, SiFive will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, SiFive will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
(c) Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and SiFive, and the arbitration proceedings will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and SiFive.
(d) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 15.6 (a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this subparagraph is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court as set forth in Section 15.7.
(f) 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: 1875 South Grant Street, Suite 600, San Mateo, CA 94402, or email firstname.lastname@example.org, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your company username (if any), the email address you used to set up your SiFive account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
(g) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
(h) Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with SiFive.
(i) Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if SiFive makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice to SiFive.
15.7 Governing Law and Jurisdiction.
The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
Where SiFive requires that you provide an e-mail address, you are responsible for providing SiFive with your most current e-mail address. In the event that the last e- mail address you provided to SiFive is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, SiFive’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to SiFive at the following address: 1875 South Grant Street, Suite 600, San Mateo, CA 94402. Such notice shall be deemed given when received by SiFive by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
15.11 Export Control.
You may not use, export, import, or transfer SiFive Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained SiFive Properties, and any other applicable laws. In particular, but without limitation, SiFive Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using SiFive Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use SiFive Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by SiFive are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer SiFive products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
15.12 Consumer Complaints.
In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
15.13 Entire Agreement.
The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.