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SIFIVE Developer Program Agreement

SIFIVE DEVELOPER PROGRAM AGREEMENT

ACCEPTANCE OF TERMS

THIS DEVELOPER PROGRAM AGREEMENT APPLIES TO THE SIFIVE DEVELOPER PROGRAM AVAILABLE TO THE SIFIVE DEVELOPER COMMUNITY. PLEASE READ THESE TERMS OF USE (“AGREEMENT” OR “TERMS OF USE”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY SIFIVE, INC. (“SIFIVE”). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE VARIOUS WEBSITES OWNED AND OPERATED BY SIFIVE, INCLUDING, WITHOUT LIMITATION, DEV.SIFIVE.COM WEBSITES AND ANY SUCCESSOR SITES (THE “SITE”), AND THE SERVICE OWNED AND OPERATED BY SIFIVE. THESE TERMS OF USE ARE IN ADDITION TO AND SUPPLEMENT THE STANDARD TERMS OF USE PROVIDED AT WWW.SIFIVE.COM/TERMS, PROVIDED, THAT SHOULD THERE BE ANY CONFLICT AMONG THESE TERMS OF USE OR THE STANDARD TERMS OF USE THESE TERMS OF USE SHALL GOVERN. BY CLICKING THE “[I ACCEPT]” BUTTON BELOW, YOU AGREE TO BE BOUND BY THIS DEVELOPER PROGRAM AGREEMENT. ANY REFERENCE HEREIN TO “SIFIVE” SHALL MEAN SIFIVE OR ITS RELEVANT AFFILIATES, AGENTS, CONTRACTORS OR LICENSORS.

AGE REQUIREMENTS

SiFive Developer’s Site is available only to individuals who are at least 18 years old. You represent and warrant that if you are an individual, you are at least 18 years old that all registration information you submit is accurate and truthful; and that your use of the SiFive Developer’s Site does not violate any applicable law or regulation. SiFive may, in its sole discretion, refuse to offer the SiFive Developer’s Site to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the SiFive Developer’s Site is revoked in such jurisdictions.

TERM MODIFICATION

SIFIVE reserves the right to amend this Agreement at any time and without notice. Your continued participation in the Program following any amendment of the Agreement will signify Your assent to and acceptance of its revised terms, which are hereby incorporated into this Agreement by reference. Your accessing, viewing, browsing and/or using the Program, Site or Materials after SIFIVE posts changes to this Agreement constitutes Your acceptance and agreement to those changes, whether or not You actually reviewed them.

DEVELOPER ACCESS

As a Registered Developer, You are provided with access to a password-protected Registered Developer site (the “Site”). You are responsible for maintaining the confidentiality of the information You submit through Your account and the corresponding password, and for restricting access to Your account. You agree to accept responsibility for all activities that occur under Your account or password. SIFIVE reserves the right to refuse service, terminate accounts and to remove or edit content submitted by You in Your account. Information submitted to SIFIVE through the Site are governed according to SIFIVE’s Privacy Policy, located at http://www.SiFive.com/privacy.

SIFIVE may provide You with the ability to download certain software, information, content, or other materials through the Site (collectively, “Materials”), as described more fully on the Site. SIFIVE owns and operates the Site and shall have the right at any time to change or discontinue any aspect or feature of it. Such changes, modifications, additions or deletions shall be effective upon such changes having been made to the Site. Further, SIFIVE may change, suspend or discontinue the Program or Site or cease providing certain or all Materials to You at any time upon SIFIVE’s sole discretion SIFIVE may make changes to the Materials, or to items referenced therein, at any time and without notice, and/or may restrict Your access to or impose limits upon parts or all of the Materials, Site or Program without notice or liability, but is not obligated to support or update the Materials, Site or Program.

RESTRICTIONS ON USE

Certain Materials provided to You by SIFIVE may be accompanied by a separate license agreement and You may also get additional commercial rights to Materials under a separate commercial license agreement. You acknowledge and agree that such license agreement shall govern Your use of such Materials, in addition to this Agreement. You further agree that in the event of any inconsistency between this Agreement and the corresponding provisions in the license agreement, the license agreement shall govern.

For all other Materials made available to You for download hereunder, then subject to Your compliance with the terms and conditions of this Agreement, SIFIVE hereby grants You a nonexclusive, nontransferable, right and license to use the Materials for Your personal, non-commercial internal use. You shall not (nor allow, authorize or assist others to): decompile, reverse engineer, disassemble, modify, sublicense, network, rent, lease, loan, timeshare, sell, transmit, distribute, disclose, publicly display, publish, reproduce, create derivative works based on, assign or transfer the Materials to any other person or entity. You shall not remove any copyright, other intellectual property or proprietary notices from the Materials.

The Site, including all its Materials, is protected by copyright, trademark and all other laws protecting such property, and all rights, title, and interest in it belongs to SIFIVE or its subsidiaries, licensors, or its suppliers. SIFIVE's trademarks may be used publicly with permission only from SIFIVE, and nothing in this Agreement shall be construed as granting such permission. Fair use of SIFIVE's trademarks in advertising and promotion of SIFIVE products requires proper acknowledgment. This Agreement does not grant You any right or license to incorporate or make use of any SIFIVE intellectual property in any product. Except as expressly set forth herein, no other rights or licenses are granted or to be implied under any SIFIVE intellectual property.

You agree not to exploit the Program, Site, or any Materials provided to You in any unauthorized way. Use of the Site or Materials to engage in any kind of illegal activity, or to enable others to do so, is expressly prohibited.

FEEDBACK

As a condition of participating in the Program, You agree that you will:

  • Provide SIFIVE with any suggestions, comments or other feedback, whether verbally or in written or source code form, including any and all test results, error data, bugs, reports or other information, however learned and by whomever collected, relating to the Materials provided by SIFIVE to You hereunder (collectively defined as "Feedback").
  • Not to provide SIFIVE with Feedback that (a) breaches obligations of confidentiality owed to a third party; (b) infringes any third party intellectual property rights or any applicable law; or (c) constitutes “spam” or is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, libelous, obscene, vulgar, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable.
  • That all Feedback is the exclusive property and Confidential Information (as defined below) of SIFIVE, and You hereby assign all Feedback to SIFIVE at no cost. SIFIVE may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback without the payment of any royalties or fees, but is under no obligation to use or incorporate Feedback in any way.
  • You further agree that SIFIVE shall be free to use any general knowledge, skills and experience, (including, but not limited to, ideas, concepts, know-how, or techniques) ("Residuals"), contained in (i) Feedback provided by You to SIFIVE; (ii) Your products shared or disclosed to SIFIVE in connection with the Feedback; or (iii) Your confidential information voluntarily provided to SIFIVE in connection with the Feedback, which are retained in the memories of SIFIVE's employees, agents, or contractors who have had access to such Residuals.
  • Subject to the terms and conditions of this Agreement, SIFIVE's employees, agents, or contractors shall not be prevented from using Residuals as part of such employee's, agent's or contractor's general knowledge, skills, experience, talent, and/or expertise. SIFIVE shall not have any obligation to limit or restrict the assignment of such employees, agents or contractors or to pay royalties for any work resulting from the use of Residuals.

EXCLUSIVITY

You agree that this Agreement is nonexclusive and SIFIVE may currently or in the future develop software or other technology, or confidential information, internally, or receive confidential information from other parties that may be similar to the Feedback and Your confidential information, which may be provided to SIFIVE in connection with Feedback by You. Accordingly, You agree that nothing in this Agreement will be construed as a representation or inference that SIFIVE will not develop, design, manufacture, acquire, market products, or have products developed, designed, manufactured, acquired, or marketed for SIFIVE, that compete with the Your products or confidential information.

CONFIDENTIAL INFORMATION

“Confidential Information” shall mean (i) any technical or proprietary information disclosed by SIFIVE to You hereunder that is not generally known or that a reasonable person would understand to be confidential or proprietary based on the content of the information and the circumstances of its disclosure, whether or not explicitly designated as confidential information, including, but not limited to, all Materials provided to You as a Registered Developer under the Program; and (ii) all Feedback.

You will:

  • Protect the confidentiality of the Confidential Information of SIFIVE the same manner that You protect the confidentiality of Your own proprietary and Confidential Information of like kind, but in no event using less than a reasonable standard of care.
  • Not disclose or use any Confidential Information of SIFIVE for any purpose outside the scope of this Agreement, except with SIFIVE’s prior written permission.
  • You shall not disclose Confidential Information to any third parties, including any affiliates, subsidiaries, parent or sister companies, without the express prior written approval of SIFIVE. You shall disclose Confidential Information only to other individuals who: (i) have a need to know in order for You to carry out the uses for which Confidential Information is provided hereunder; and (ii) have agreed in writing to be bound to nondisclosure terms at least as comprehensive as those set forth herein.
  • Additionally, if Confidential Information is provided in written form, any copies that are made will be identified on each page as belonging to SIFIVE and marked “SIFIVE CONFIDENTIAL INFORMATION”.
  • You acknowledge that unauthorized disclosure or use of SIFIVE’s Confidential Information could cause SIFIVE irreparable harm and significant injury that may be difficult to ascertain; You thereby agree that SIFIVE will have the right to seek injunctive relief to enforce Your obligations under this Agreement in addition to any other rights and remedies it may have.

Exclusions. The term “Confidential Information” does not include any materials or information to the extent that You can demonstrate that such materials or information: (1) has been published or is otherwise readily available to the public other than by a breach of this Agreement; (2) has been rightfully received by You from a third party without confidential limitations; or (3) has been independently developed for You by personnel or agents having no access to the SIFIVE Confidential Information.

Return and Destruction of Confidential Information. All obligations of confidentiality shall survive the termination of this Agreement. SIFIVE may, at any time: (i) cease disclosing Confidential Information to You without any liability; and/or (ii) request in writing the return or destruction of all or any part of its Confidential Information disclosed hereunder, and all copies thereof, and You shall promptly comply with such request at its own expense, and certify in writing to SIFIVE its compliance.

WARRANTY DISCLAIMER

SiFive (on behalf of itself, its partners and its licensors) makes no representations or warranties concerning the appropriateness, accuracy, reliability, usefulness, completeness, or timeliness of the SiFive Program or the Materials accessed through the Site. By using and participating in the SiFive Program, you agree that neither SiFive nor its licensors endorses or shall be liable for (a) any SiFive Site content or Materials, (b) any person’s reliance on any such SiFive Site content or Materials, whether or not correct, current and complete, or (c) the consequences of any action that you or any other person takes or fails to take based on any SiFive Site Content or otherwise as a result of your use of the SiFive Developer’s Site.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROGRAM, SITE AND ALL MATERIALS PROVIDED HEREUNDER ARE PROVIDED "AS IS" AND SIFIVE AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

INDEMNIFICATION

You shall defend, indemnify, and hold harmless SiFive, its affiliates and each of its, and its affiliates’ employees, contractors, directors, suppliers, licensors and representatives from and against all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to (a) any content that you or anyone using your account may submit or access in the course of using the SiFive Site or participating in the Program, (b) your use or misuse of, or access to, the Site or Materials, (c) your violation of these Terms of Use, (d) infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity, (e) any representations and warranties made by you concerning any aspect of the SiFive Program or Materials, (f) any claims made by or on behalf of any third party pertaining directly or indirectly to your use of the SiFive Site or Materials, (g) violations of your obligations of privacy to any third party, (h) any claims with respect to acts or omissions of third parties in connection with the SiFive Site or Materials, or (i) your violation or failure to comply with all laws and regulations in connection with your participation in the Program or the use of the Site or Materials, whether or not described herein. SiFive reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with SiFive in asserting any available defenses.

LIMITATION OF LIABILITY

IN NO EVENT SHALL SIFIVE, OR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR LICENSORS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE MATERIALS OR THE USE OF THE PROGRAM (A) FOR ANY LOST PROFITS, LOSS OF GOODWILL OR BUSINESS REPUTATION, DATA LOSS, LOSS OF USE, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, (B) FOR ANY DAMAGES CAUSED BY OR RESULTING FROM (I) YOUR RELIANCE ON ANY INFORMATION OBTAINED FROM SIFIVE, THE PROGRAM OR THE SITE OR ANY OF THE SERVICES PROVIDED HEREUNDER, OR (II) MISTAKES, ERRORS, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, DEFECTS, BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO SIFIVE’S RECORDS, PROGRAMS OR SERVICES, (C) FOR YOUR FAILURE TO PROVIDE SIFIVE WITH ACCURATE ACCOUNT INFORMATION, (D) FOR YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL OR (E) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) FIFTY U.S. DOLLARS ($50.00), EVEN IF SIFIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

TERMINATION

SIFIVE may terminate this Agreement at any time or suspend You as a Registered Developer in the Program at any time at SIFIVE’s sole discretion. If You have materially breached any provision of this Agreement, if SIFIVE is required to do so by law, SIFIVE will have the right to, immediately and without notice, suspend or terminate your participation in the Program and/or access to the Site. You may terminate your participation as a Registered Developer at any time, for any reason, by notifying SIFIVE in writing, at which point this Agreement will terminate. Upon termination or suspension, all of Your rights and licenses under this Agreement shall cease (including Your right to access the Program and Site), and You will immediately destroy the Materials or return all copies of the Materials to SIFIVE, and certify to SIFIVE in writing that such actions have been completed. Those provisions in this Agreement, which by their nature need to survive the termination or expiration of this Agreement, shall survive termination or expiration of the Agreement, including but not limited to the sections entitled "Feedback", "Freedom of Action", "Confidential Information", "No warranties", "No Liability for Consequential Damages", "Communication", "Termination", and "Miscellaneous".

THIRD PARTY NOTICES

The SiFive Site may permit you to link to other websites or resources on the internet, and other websites or resources may contain links to the Site. When you access third party websites, you do so at your own risk. SiFive is not responsible for and does not endorse any such third-party content or services. These other websites are not under the control of SiFive, and you acknowledge that SiFive is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by SiFive or any association with its operators, or any third-party service providers, products, services, opinions, or web sites accessed through the SiFive Developer’s Site. You further acknowledge and agree that SiFive shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

MISCELLANEOUS

Dispute Resolution

The Terms of Use shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in San Francisco, California using the English language, in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in San Francisco County, California.

Government Restricted Rights

All Materials delivered under this Agreement are subject to US export control laws and may be subject to export or import regulations in other countries. You agree that You will not ship, transfer or export the Software into any country, or use the Materials in any manner, prohibited by the United States Bureau of Industry and Security or any export laws, restrictions or regulations. You agree to comply strictly with all such laws and regulations and acknowledge that You have the responsibility to obtain such licenses to export, re-export, import or use as may be required after delivery to You.

Independent Contractor; No Waiver; Severability; Entire Agreement.

Your relationship to SIFIVE is that of an independent contractor, and neither party is an agent or partner of the other. You will not have, and will not represent to any third party that it has, any authority to act on behalf of SIFIVE. If any provision of this Agreement is inconsistent with, or cannot be fully enforced under, the law, such provision will be construed as limited to the extent necessary to be consistent with and fully enforceable under the law. This Agreement is the final, complete and exclusive agreement between the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous understandings and agreements relating to such subject matter, whether oral or written. This Agreement is solely between SIFIVE and You. There are no third party beneficiaries, express or implied, to this Agreement. No failure or delay on the part of either party in the exercise of any right, power or remedy under this Agreement or under law, or to insist upon or enforce performance by the other party of any of the provisions of this Agreement or under law, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy; rather the provision, right, or remedy shall be and remain in full force and effect. This Agreement may only be modified in writing signed by an authorized officer of SIFIVE. This Agreement, and Your rights and obligations herein, 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. The terms of this Agreement shall be binding upon assignees.