Silicon Blocks, Inc., Terms of Use

Welcome to www.SiliconBlocks.com (the "Site"), a website operated by SiliconBlocks, Inc. ("SiliconBlocks", "we", "us", or "our"). We offer Electronic Design Automation (EDA) service platform in the Amazon.com Elastic Compute Cloud (EC2) by delivering tested implementations of open source EDA tools in the form of one or more Amazon Machine Images (AMIs) as a service platform that makes it easy for electronic design engineers to setup, use and operate a cloud based electronic design environment ("Apps"), and a number of related software and services that provide efficient interactive use of this platform (collectively, the Site and any such services, the "Services").

These Terms of Use (“Terms of Use” or “Agreement”) govern your access to and use of SiliconBlocks's website and any information, text, graphics, or other materials created and/or provided by SiliconBlocks and appearing on the Site (the “Content”), Files (as defined below) and any services and/or software provided through the Site or by SiliconBlocks (collectively, “Services”). These Terms of Use limit SiliconBlocks's liability and obligations to you, grant SiliconBlocks certain rights and allow SiliconBlocks to change, suspend or terminate your access to and use of the Site, Content, Files access to SBI AMIs and Services. Your access to and use of the Site, Content, Files and/or Services are expressly conditioned on your compliance with these Terms of use. By accessing or using the Site, Content, Files and/or Services you agree to be bound by these Terms of use.  For the avoidance of doubt, for purposes of this Agreement, references to “Site” shall also include your use of SBI AMIs on third party sites such as Amazon’s AWS services.  SiliconBlocks shall be free to change these Terms of Use at any time, without notice, and your continued use of the Site, Content, Files and/or Services thereafter constitutes your agreement with any and all such changes. 

YOU UNDERSTAND THAT BY SELECTING “I AGREE”, BY USING THE SITE, CONTENT, FILES AND/OR SERVICES YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT ACCEPT THESE TERMS OF USE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE, CONTENT, FILES OR SERVICES. If you agree to these Terms of use on behalf of a business, you represent and warrant that you have the authority to bind that business to these Terms of use and your agreement to these terms will be treated as the agreement of the business. In that event, “you ” and “your” will refer and apply to that business.

Files and Folders 

“Your Files” or “User Files” (collectively, the “Files”) as used in this Agreement means the information contained in the files that you or other users upload, download and access through the Site and Services. You are the owner of Your Files and are solely responsible for your conduct and the content of Your Files.

 SiliconBlocks does not claim any ownership rights in Your Files.  SiliconBlocks shall not be responsible in any manner whatsoever for any Files.  Without limiting the generality of the foregoing, You acknowledge that SiliconBlocks does not store or archive any Files, and that SiliconBlocks does not have any obligation to monitor the Files that are uploaded or otherwise transmitted using the Site or Services, for any purpose and, as a result, is not responsible for the accuracy, completeness, appropriateness, security, legality or applicability of the Files, including without limitation, any information obtained by using the Site or Services. SiliconBlocks does not endorse anything contained in the Files or any opinion, recommendation or advice expressed therein and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against SiliconBlocks with respect thereto. 



Your Responsibilities

 You represent and warrant that you own or have the necessary licenses, rights, consents and permissions to grant the licenses that your files and folders might require, as described above. You acknowledge and agree that you should not rely on the Site, Content, Files and Services for any reason. You further acknowledge
 and agree that you are solely responsible for maintaining and protecting all data and information that is stored, retrieved or otherwise processed by the Site, Content, Files or Services. Without limiting the foregoing, you will be responsible for all costs and expenses that you or others may incur with respect to backing up, and restoring and/or recreating any data and information that is lost or corrupted as a result of your use of the Site, Content, Files and/or Services.

  

Privacy

 See SiliconBlocks's Privacy Policy at http://www.SiliconBlocks.com/privacy for information and notices concerning SiliconBlocks's collection and use of your personal information. 



Account Security

 Since your use of the SiliconBlocks AMIs occurs solely between you and the Amazon servers, you are responsible for safeguarding the password that you use to access the Amazon Site, Content, Files and Services. You agree not to disclose your password to any third party. You agree to take sole responsibility for any activities or actions under your password, whether or not you have authorized such activities or actions. You acknowledge that if you wish to protect your transmission of data and/or files to your Amazon account, it is your responsibility to use a secure encrypted connection to communicate with and/or utilize the Site, Files and Services.

Your Use of the Services

 SiliconBlocks grants you a limited, nonexclusive, nontransferable, revocable license to use the Site, Content, Files and Services subject to the
 restrictions set forth in these Terms of use.

Third Party Services, Content And Other Websites. Content or services provided by third parties may be made available to you through the Services. For instance, when you are using an SBI AMI, you are executing it on Amazon.com’s web site and using Amazon Web Services.  Your use of such third party services is governed by the terms of use of the applicable service provider, not this Agreement.  By accessing the third party service, you agree to comply with the applicable terms and acknowledge, that you, and not Silicon Blocks, Inc., are party to such terms.  Any use by You of any third-party products or services, including but not limited to applications and implementation, customization and other consulting services, and any exchange of data between You and any third-party provider, is solely between You and the applicable third-party provider. We do not warrant or support third-party products or services, whether or not they are designated by Us as “certified” or otherwise.  In addition to, and without limiting the generality of the foregoing, nothing herein shall be construed to require SiliconBlocks to provide for, or bear any responsibility with respect to any telecommunications or computer network hardware required by You to obtain access from the Internet and to use the Site and/or the Services including but not limited to use of any Amazon.com Web Services applications.

SiliconBlocks Property and Feedback

 All right, title, and interest in and to the Site, Content, and Services are and will remain the exclusive property of SiliconBlocks and its
 licensors, including all Intellectual Property Rights (as defined below) therein, even if SiliconBlocks incorporates any of your Feedback (as 
defined below) into subsequent versions. The Site, Content, and Services are protected by copyright, trademark, and other laws of both
 the United States and foreign countries. Except as expressly permitted in these Terms of use, you may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Site,
 Content, or Services. You may not copy or modify the HTML or other code used to generate web pages on the Site.

 All feedback, comments, and suggestions for improvements (the “Feedback”) that you provide to SiliconBlocks, in any form, and any 
contributions you make to the Site by posting content will be the sole and exclusive property of SiliconBlocks. You hereby irrevocably transfer and assign to SiliconBlocks and agree to irrevocably assign and transfer to SiliconBlocks all of your right, title, and interest in and to all of your
 Feedback, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights,
 and other intellectual property rights (collectively, the “Intellectual Property Rights”) therein. You will not earn or acquire any rights or licenses in the Site, Content, and Services or in any SiliconBlocks Intellectual Property Rights on account of these Terms of use or your performance under these Terms of use.



Fees. A portion of the Fees you pay to Amazon for using the SBI AMIs is paid from Amazon to SBI.  You understand that under no circumstances does SBI have access to your Amazon payment method.  Your payment for the Services is between you and Amazon and you are responsible for paying all fees, taxes as required by law. 

General Prohibitions

 You agree not to do any of the following while using the Site, Content, Files or Services:

 Post, publish or transmit any text, graphics, or material that: (i) is false or misleading; (ii) is defamatory; (iii) invades another's privacy; (iv) is obscene, pornographic, or offensive; (v) promotes bigotry, racism, hatred or harm against any individual or group; (vi) infringes another's rights, including any intellectual property rights; or (vii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
Access, tamper with, or use non-public areas of the Site (including but not limited to user folders not designated as 'public' or that you have not been given permission to access), SiliconBlocks's computer systems, or the technical delivery systems of SiliconBlocks's providers; Attempt to probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures; Attempt to access or search the Site, Content, Files or Services with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by SiliconBlocks or other generally available third-party web browsers (such as Microsoft Internet Explorer or Mozilla Firefox), including but not limited to browser automation tools;
Send unsolicited email, junk mail, “spam,” or chain letters, or promotions or advertisements for products or services; 
Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Content, Files or Services to send altered, deceptive or false source-identifying information;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Content, Files or Services;
Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site; or plant malware on SiliconBlocks's computer system, those systems of SiliconBlocks's providers, or otherwise use the Site, Content, Files or Services to attempt to distribute malware; 
or Impersonate or misrepresent your affiliation with any person or entity.

SiliconBlocks will have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and Site security issues, to the fullest extent of the law. SiliconBlocks may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of use. You acknowledge that SiliconBlocks has no obligation to monitor any user's access to or use of the Site, Content, Files and Services, but has the right to do so for the purpose of operating the Site and the Services, to ensure users' compliance with these Terms of use, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. 

 You will only upload, post, submit or otherwise transmit data and/or files: (i) that you have the lawful right to use, copy, distribute, transmit, or display; or (ii) that does not infringe the intellectual property rights or violate the privacy rights of any third party (including, without limitation, copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity). SiliconBlocks has adopted and implemented a policy that permits the deletion of files or posts that violate this policy, and that permits the termination in appropriate circumstances of access to AMIs of users who repeatedly infringe or are believed to be or are charged with repeatedly infringing the rights of copyright holders.



Links

 The Site may contain links to third-party websites or resources. You acknowledge and agree that SiliconBlocks is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by SiliconBlocks of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources. 



Termination 

If you violate any of these Terms of use, your permission to use the Site, Content, Files and Services will automatically terminate. SiliconBlocks reserves the right to revoke your access to and use of the Site, Content, Files and Services at any time, with or without cause, and with or without notice. SiliconBlocks also reserves the right to cease providing or to change the Site, Content, Files or Services at any time and without notice. 



Use of the Site at Your Own Risk

 Your access to and use of the Site, Content, Files and Services and is at your own risk. SiliconBlocks will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Site, Content, Files or Services.

 SiliconBlocks is Available “AS-IS”

 THE SITE, CONTENT, FILES AND SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, SILICONBLOCKS EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. YOU ACKNOWLEDGE THAT USE OF THE SITE, CONTENT, FILE AND SERVICES MAY RESULT IN UNEXPECTED RESULTS, LOSS OR CORRUPTION OF DATA OR COMMUNICATIONS, PROJECT DELAYS, OTHER UNPREDICTABLE DAMAGE OR LOSS, OR EXPOSURE OF YOUR DATA OR YOUR FILES TO UNINTENDED THIRD PARTIES. 

 SILICONBLOCKS MAKES NO WARRANTY THAT THE SITE, CONTENT, FILES OR SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. SILICONBLOCKS MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED THROUGH THE SITE, CONTENT, OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE, CONTENT, FILES OR SERVICES. 

 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SILICONBLOCKS OR THROUGH THE SITE, CONTENT, FILES OR SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. 



SILICONBLOCK'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SILICONBLOCKS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

Indemnity 

You agree to defend, indemnify, and hold SiliconBlocks, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses and expenses, including, without limitation, reasonable attorneys' fees and costs, arising out of or in any way connected with: (i) your access to or use of the Site, Content, Files and Services; (ii) your violation of this Agreement; (iii) your violation of any third party right, including without limitation any intellectual property right, including but not limited to right of attribution, publicity, confidentiality, property or privacy right; or (iv) any claim that Your Files, or your use of Files, caused damage to a third party, including without limitation claims that Your Files, or use of Files, infringe the rights of another.



Limitation of Liability

 IN NO EVENT WILL SILICONBLOCKS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE, CONTENT, FILES AND/OR SERVICES, OR FOR ANY ERROR OR DEFECT IN THE SITE, CONTENT, FILES OR SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT SILICONBLOCKS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE THAT SILICONBLOCKS IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, SILICONBLOCKS WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SITE OR THROUGH THE SERVICES AND/OR THE FILES, OR IF YOUR DATA IS LOST, CORRUPTED OR EXPOSED TO UNINTENDED THIRD PARTIES.

FREE ACCOUNT HOLDERS: YOU AGREE THAT THE AGGREGATE LIABILITY OF SILICONBLOCKS TO YOU FOR ANY AND ALL CLAIMS ARISING FROM THE USE OF THE SITE, CONTENT, FILES AND/OR SERVICES IS LIMITED TO ONE ($1) U.S. DOLLAR. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SILICONBLOCKS AND YOU. 



Notice And Procedure For Making Claims Of Copyright Or Intellectual Property Infringement

SiliconBlocks respects the intellectual property of others, and we ask our users to do the same. SiliconBlocks may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide SiliconBlocks's Copyright Agent the following information:

a. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

b. a description of the copyrighted work or other intellectual property that you claim has been infringed;

c. a description of where the material that you claim is infringing is located on the site;

d. your address, telephone number, and email address;

e. a 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;

f. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

SiliconBlocks's Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:

By mail:
Copyright Agent
c/o SiliconBlocks, Inc.
 25 Michael Road, Wayland, Massachusetts, 01778, United States of America

By phone: +1 (774) 421-9661, or 
By email: info@siliconblocks.com

Special Admonitions For International Use And Export And Import Compliance

Without limiting the generality of the provisions above regarding “General Prohibitions,” and recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct. Use of the Services and transfer, posting and uploading of software, technology, and other technical data via the Services may be subject to the export and import laws of the United States and other countries. You agree to comply with all applicable export and import laws and regulations.  In particular, you represent and warrant that you: (a) are not a prohibited party identified on any government export exclusion lists (see http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm) or a member of a government of any other export-prohibited countries as identified in applicable export and import laws and regulations; (b) will not transfer software, technology, and other technical data via the Services to export-prohibited parties or countries; (c) will not use the Services for military, nuclear, missile, chemical or biological weaponry end uses in violation of U.S. export laws; and (d) will not transfer, upload, or post via the Services any software, technology or other technical data in violation of U.S. or other applicable export or import laws.

Dispute Resolution.  Any disputes and/or claims arising out of this Agreement and/or the use of the Sites and/or any products and services acquired under or relating to this Agreement shall be resolved exclusively through the use of binding arbitration. Such arbitration shall be subject to the Federal Arbitration Act and the rules of the American Arbitration Association which shall govern such arbitration and be conducted before a single arbitrator in Middlesex County, Massachusetts. Any claimants shall have their claims/disputes resolved on an individual basis. Class action arbitration is prohibited under this Agreement. Neither you nor we shall be entitled to join or consolidate claims in arbitration by or against other users or arbitrate any claims as a member of a class or in a private Attorney General capacity. Each party shall bear its own costs, including any attorneys' fees, associated with such arbitration. Any award rendered in arbitration shall be final and binding, and may be enforced in any court having competent jurisdiction.  In addition to any other remedies, we shall also have the right to seek injunctive relief outside of arbitration to protect our intellectual property rights.

Severability

 In the event that any provision of these Terms of use is held to be invalid or unenforceable, the remaining provisions of these Terms of use will remain in full force and effect.

Waiver

 The failure of SiliconBlocks to enforce any right or provision of these Terms of use will not be deemed a waiver of such right or provision. 



Controlling Law and Jurisdiction

 These Terms of use and any action related thereto will be governed by the laws of the Commonwealth of Massachusetts, United States of America without regard to its conflict of law provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms of use will be the courts of law located in the Commonwealth of Massachusetts, United States of America and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

 

Entire Agreement

 These Terms of use are the entire and exclusive agreement between SiliconBlocks and you regarding the Site, Content, Services and Your Files, and these Terms of use supersede and replace any prior agreements between SiliconBlocks and you regarding the Site, Content, Services and Your Files.