These Terms and Conditions (the “Agreement”) set forth the terms and conditions that apply to your access and use of the internet website owned and operated by Siwave Corporation (“Siwave”) and located at *.siwave.io (the “Site”) including all subsidiary webpages and access to any optimized version of the Site via a wireless device, and access and use of the services available thereon, including, without limitation, the services that enable you to create, test and generate custom intellectual properties (the "IP") targeting either FPGA (Field Programmable Gate Array) or ASIC (Application Specific Integrated Circuit) devices (the “Services”). This Agreement is legally binding between you, the person using this Site, and Siwave. Terms such as “we,” “our” and “us” refer to Siwave.
YOU ACCEPT AND AGREE TO THIS AGREEMENT AND CONSENT TO SIWAVE’S PRIVACY POLICY LOCATED AT https://siwave.io/privacy_policy.html (THE “PRIVACY POLICY”), BY DOING ANY ONE OF THE FOLLOWING ITEMS: (1) VISITING THIS SITE; (2) MAKING A PURCHASE OR SUBMITTING CONTENT THROUGH THE SITE; (3) COMPLETING THE ONLINE APPLICATION PROCESS BY CLICKING A BOX INDICATING YOUR ACCEPTANCE; OR (4) BY EXECUTING A SUBSCRIPTION THAT REFERENCES THIS AGREEMENT. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the Services. The provisions of this Agreement that relate to terms for the payment of fees specified in any subscription to Services apply only to the Pro+, Pro, and Basic paid subscriptions, and are not applicable to the Siwave free subscription. All other terms apply.
On our Site, we may provide short summaries of the terms and conditions in this Agreement. Any such summaries are provided only for your convenience, are not legally binding and do not modify this Agreement in any way.
Siwave may update or modify this Agreement or the Privacy Policy at any time and such updated versions will be posted on the Site. You are responsible for periodically checking the Agreement and Privacy Policy. Your continued use of the Site and/or the Services after this Agreement and/or Privacy Policy are updated shall be deemed acceptance of any such updated Agreement and/or Privacy Policy.
Ability to Enter into this Agreement
This Site and the Services are not designed for or directed at children 13 years of age or younger. In addition, in order to enter into this Agreement, you must be 18 years old or have otherwise reached the legal age of majority in your jurisdiction of residence or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement. It is your responsibility to ensure that you are legally eligible to enter into this Agreement under any laws applicable to you in your jurisdiction of residence or otherwise. If you accept this Agreement, you represent that you have the capacity to be bound by it.
You may not use the Services and may not accept this Agreement if (a) you are not of legal age to form a binding contract with Siwave, or (b) you are a person barred from receiving the Services under the laws of Canada or other countries including the country in which you are a resident or from which you use the Services.
Before you continue, you should print or save a local copy of this Agreement for your records.
Your Profile Information and Account
In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service or as part of your continued use of the Services. You may also have to create passwords or other forms of authentication. You agree to provide true, accurate, current and complete information about yourself, and you may not misrepresent your profile information. You agree and understand that you are responsible for maintaining the confidentiality of any such information or passwords. Accordingly, you agree that you will be solely responsible to Siwave for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Siwave immediately.
Your right to access and use the Services is personal to you and is not transferable by you to any other person or entity. You agree not to disclose your password to any third party. You are solely responsible for all activities that occur under your Account or under your Profile Information. If you become aware of any unauthorized use of your Account or Profile Information, you are responsible for notifying Siwave immediately.
By providing us with your e-mail address, you agree to receive all required notices electronically to that e-mail address. It is your responsibility to update or change that e-mail address, as appropriate.
By providing us with your phone number, you agree to allow Siwave to contact you via that telephone number regarding all billing notices and/or inquiries (including, but not limited to: payment issues, billing discrepancies, declined/failed payments and/or expired payment methods). It is your responsibility to update or change that phone number, as appropriate.
Fees
You shall pay all fees specified in any subscription to Services or use of the Site (“Subscription”). We will charge you a fixed fee based on the Subscription you choose. Such fees shall be billed in advance for each period and are non-refundable except as specifically mentioned in these Terms of Service. FIXME Please note that there will br no refunds or credits for partial months of service or for periods in which your Subscription remains active but you do not use the Services
We reserve the right to modify our billing rates at any time upon thirty (30) days written notice by posting such fee changes to the Services or on the Site.
At our discretion, we may offer free or discounted pricing for use of the Services (a “Trial Program”). Once the terms of any Trial Program have expired, you agree that our normal billing rates shall apply. You agree to comply with any additional terms, restrictions or limitations (including limitations on the total amount of usage) we impose in connection with any Trial Program. You may not sign-up for multiple Accounts in order to receive additional benefits under any Trial Programs.
You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with your Subscription at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.
All prices listed, fees, charges are issued in USD. We make no guarantees as to the exchange rate between any currencies, or that the exchange rate will remain unchanged during any period of time. The cost of Services may increase or decrease over a given period of time depending on the currency you choose to pay with and the specific exchange rate at that time. You are responsible for any currency exchange taxes, fees, or other costs that may incur by making a purchase of our Services.
Intellectual Property Rights
All right, title, interest and ownership and intellectual property rights in and to the Site, Siwave trademarks and the templates provided via the Site, including but not limited to its “look and feel” (e.g., text, graphics, images, logos, buttons, icons and the placement and layout thereof), images, video, audio, data, content, software (including html-based computer programs) and other media, material or information, other than your Content, are and will remain the property of Siwave. The Site is protected under Canada, United States and international copyright, trademark and other laws and treaties.
Licenses and Restrictions
Subject to the terms and conditions of this Agreement, Siwave grants to you, during the term of this Agreement, a non-transferable, non-sublicensable, non-exclusive, revocable, limited-purpose right to access and use the Services that are subject to a valid Subscription.
You may not publish or disclose the results of any benchmarking or testing of Services or use such results for Your own software development activities, without the prior written permission of Siwave.
You acknowledge that any ideas, suggestions, concepts, processes or techniques which you provide to Siwave related to the Services, the Site or Siwave or its business (“Feedback”) shall become Siwave’s property without any compensation or other consideration payable to you by Siwave, and you do so of your own free will and volition. Siwave may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative Siwave may decide into the Site, its software, services, documentation, business or other products, or any future versions or derivatives of the foregoing. You hereby assign all rights on a worldwide basis in perpetuity to Siwave in any Feedback and, as applicable, waive any moral rights.
The following are registered trademarks, trademarks or service marks of Siwave Corporation or its Affiliates: siwave™. All custom graphics, icons, logos and service names are registered trademarks, trademarks or service marks of Siwave Corporation or its Affiliates. All other trademarks or service marks are property of their respective owners. Nothing in these Terms of Use grants you any right to use any trademark, service mark, logo, and/or the name of Siwave Corporation or its Affiliates.
Confidential Information
You agree to safeguard, keep secret and not to disclose to any third party, any Confidential Information acquired, learned or provided from Siwave during the term of this Agreement or following the expiration or termination of this Agreement. “Confidential Information” means any information marked confidential or that ought reasonably to be considered confidential under the circumstances and includes, without limitation, any business plans, customer lists, operation procedures, trade secrets, design formulas and programming code, know-how and processes, computer programs and inventions, discoveries, and improvements of any kinds.
Disclaimer of Warranties
YOUR USE OF THE SITE AND ALL CONTENT FORMING PART OF OR RELATED TO THE SITE, INCLUDING ANY CONTENT YOU UPLOAD OR SUBMIT AND ANY THIRD PARTY SOFTWARE AND CONTENT, ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SIWAVE EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND WITH RESPECT TO THE SITE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT.
SIWAVE DISCLAIMS ANY WARRANTY THAT THE SITE OR ANY CONTENT, INCLUDING WITHOUT LIMITATION ANY THIRD PARTY SOFTWARE AND CONTENT, WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT, FROM TIME TO TIME, SIWAVE MAY REMOVE THE SITE FOR INDEFINITE PERIODS OF TIME WITHOUT NOTICE TO YOU. YOUR ACCESS AND USE OF THE SITE MAY BE INTERRUPTED FROM TIME TO TIME FOR ANY OF SEVERAL REASONS, INCLUDING, WITHOUT LIMITATION, THE MALFUNCTION OF EQUIPMENT, PERIODIC UPDATING, MAINTENANCE OR REPAIR OF THE SITE OR OTHER ACTIONS THAT SIWAVE, IN ITS SOLE DISCRETION, MAY ELECT TO TAKE. SIWAVE MAKES NO GUARANTEE REGARDING: (A) THE SECURITY OF ANY INFORMATION PROVIDED BY YOU INCLUDING BUT NOT LIMITED TO YOUR MACHINE LEARNING MODEL; OR (B) THE COMPATIBILITY OF YOUR SOFTWARE, HARDWARE OR CONTENT WITH THE SITE.
SIWAVE IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD-PARTY PROVIDER OF ANY CONTENT, SERVICE, NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, HOSTING SERVICES UTILIZED BY SIWAVE, TELECOMMUNICATIONS PROVIDERS, CONTENT PROVIDED BY OTHER USERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY SIWAVE.
YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR CONTENT IS COMPATIBLE WITH THE SITE. SIWAVE DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR ANY UNAUTHORIZED USE OF YOUR CONTENT BY THIRD PARTIES OR OTHER USERS OF THE SITE AND IS NOT RESPONSIBLE FOR PROTECTING YOUR CONTENT.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SIWAVE OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
THE SITE IS OFFERED AND CONTROLLED BY SIWAVE FROM ITS FACILITIES IN THE UNITED STATES AND CANADA. SIWAVE MAKES NO REPRESENTATIONS THAT THE SITE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SITE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
Web Content Accessibility Guidelines Compliance Disclaimer (“WCAG Disclaimer”)
YOU ACKNOWLEDGE AND AGREE THAT SIWAVE DO NOT WARRANTY, ASSURE AND/OR GUARANTEE THAT ITS SOFTWARE IS OR SHALL EVER BE COMPLIANT WITH THE WEB CONTENT ACCESSIBILITY GUIDELINES PURSUANT TO WCAG 2.0, WCAG 2.1, AND/OR ANY SUCCESSOR LAWS OR GUIDELINES (COLLECTIVELY, “WCAG COMPLIANCE”).
Support
Support and updates for Siwave IP sold by Siwave Corporation is only available for those who have an active, paid subscription. You must renew your subscription in order to continue receiving support and updates from Siwave.
Support for Siwave IP is provided as long as the Siwave IP in question is actively in development. Should any one of the following occur, Siwave Corporation will not be responsible for providing support for any IPs that were purchased and downloaded prior to any one of the following occurrences:
- Siwave IP is no longer actively developed as a viable product by Siwave.
- Siwave or the parent company is purchased or bought out by another company.
- The FPGA device that the IP was generated for is no longer supported by the FPGA manufacturer.
While we attempt to provide the best support possible for our IP, we do not guarantee that any particular support query can or will be answered to the extent that the inquirer is completely satisfied.
Active Subscribers/License Holders
Only a uer with an active paid monthly subscription is permitted to request support or access support resources. If any attempt is made by another party other than the subscriber to access support in a manner not specified, we reserve the right to suspend the account and void the license without notice or consent.
Re-posting content from any portion of this site, including support forum and documentation materials, is strictly prohibited. If any attempt is made to re-post content in a manner specified above, we reserve the right to suspend the account and void the license without notice or consent.
Sharing or Reselling your IP is not allowed. If we discover a violation of this rule, we reserve the right to immediately suspend the account without notice, indefinitely.
Inactive Subscription
If you don't renew your subscription (a) Siwave will no longer be obligated to provide you the Services, (b) your account will no longer be accessible by you, and (c) all data stored in your local storage area will be deleted immediately without a possibility of recovering it. Siwave will not be liable to you or any third party for termination of this Agreement or any termination or suspension of your use of the Services.
YOU ACKNOWLEDGE THAT YOUR CONTENT MAY BE DELETED FROM YOUR ACCOUNT UPON NOT RENEWING YOUR SUBSCRIPTION. THIS CONTENT CANNOT BE RECOVERED ONCE DELETED.
Limitation of Liability / Exclusion of Consequential and Related Damages
NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT
ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE
AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE
INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S
AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS
AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE
ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT
OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER,
THE ABOVE LIMITATIONS WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS
UNDER THE “FEES” SECTION OF THE AGREEMENT.
IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER
PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER
AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY
OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT
APPLY TO THE EXTENT PROHIBITED BY LAW.
THE FOREGOING LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO ANY DAMAGES INCURRED BY REASON OF ANY CONTENT OR SERVICES PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN SIWAVE AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE SITE OR RECEIVED BY YOU ON ANY THIRD PARTY SITES. YOU ALSO AGREE THAT SIWAVE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS THE RESULT OF ANY INTERACTIONS OR DEALINGS WITH ADVERTISERS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE SITE.
Siwave reserves the right to modify, suspend or discontinue the Site and/or Services, or any portion thereof, with or without notice at any time and for any reason, including, but not limited to, a failure to comply with the terms of this Agreement. Siwave shall have no liability whatsoever for any damages, liabilities, losses or any other consequences that you may incur as a result of any such modification, suspension or discontinuance.
Indemnity
You agree to indemnify, defend, and hold harmless Siwave, and its subsidiaries, affiliates, co-branders, all third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives, from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys’ fees) arising out of or relating to this Agreement or the Site, including but not limited to in relation to: (a) your use, non-use or misuse of, or connection to the Site, the Services and any Content, including without limitation your Content and any third party Content, forming part of the Site; (b) your breach or alleged breach of this Agreement; and (c) your violation of any rights, including intellectual property rights, of a third party. Siwave reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Siwave and you agree to cooperate with Siwave’s defense of these claims. You agree not to settle any matter without the prior written consent of Siwave. Siwave will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
Automatic Renewal
Siwave will not automatically renew your subscription when it expires. We may send you an email to remind you to renew your subscription before it expires. Ultimately, you are responsible to make sure that you renew our subscription in order not to loose any data stored in your personal work area.
Account Termination
If you wish to terminate your account, you can do so by logging into your account and proceeding with the Close account option under the Account menu item. You will remain liable for all charges accrued on your account up to the time that you downgrade or cancel your Subscription.
Upon cancellation of your Subscription, Siwave is under no obligation to maintain or store your account information or Content. Siwave may, at its option, either delete your information and Content immediately or retain it (in full or in part) in accordance with Siwave’s processes and practices.
Siwave reserves the right at any time, and without cost, charge or liability, to terminate this Agreement at its sole discretion for any reason, including, but not limited to, a failure to comply with the terms of this Agreement. In addition, Siwave may, in its sole discretion, at any time, temporarily or permanently suspend access to your account, Subscription or Services for any violation or suspected violation of this Agreement. Siwave also reserves the right to deny access to anyone, including, but not limited to those users who use proxy servers and/or IP addresses residing in certain geographical areas outside of Canada and the United States. Siwave reserves the right to terminate any portion of the Site at any time, for any reason, with or without notice.
Refund Policy
Siwave does not refund Subscription and/or IP fees under any circumstances. We strongly recommend that you try the Services using the free account before subscribing to any paid Services. If the free subscription is not available in your region you can contact us and ask for a time limited trial account.
Discount Policy
On occasion, Siwave may offer purchase incentives in the form of subscription discount codes. Discount codes are applied on an introductory basis, meaning that are only applied for the first term of the subscription selected. Discount codes do not perpetuate with the life of the subscription. After your initial term has passed, subscriptions will be charged the regular price.
Agreement to Governing Law and Jurisdiction
If there is any dispute between you and Siwave about or involving this Agreement, the Site or the Services, you hereby agree that the dispute shall be governed by and construed in accordance with the laws of the province of British Columbia, without regard to its conflict of law provisions. You hereby agree to submit to the exclusive jurisdiction of the courts in Vancouver, British Columbia, with respect to any claim, proceeding or action relating to or otherwise arising out of this Agreement, the Site or the Services, howsoever arising, provided always that Siwave may seek and obtain injunctive relief in any jurisdiction.
Severability
If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.
Legal Remedies
You agree that this Agreement is specifically enforceable by injunctive relief and other equitable remedies without proof of monetary damages.
You agree that if Siwave does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Siwave has the benefit of under any applicable law), this will not be taken to be a formal waiver of Siwave’s rights and that those rights or remedies will still be available to Siwave.
Surviving Provisions
The sections of “Submission of Content”, “Intellectual Property Rights”, “Confidential Information”, “Disclaimer of Warranties”, “Third Party Sites and Content”, “Limitation of Liability/Exclusion of Consequential and Related Damages”, “Indemnity” and “Agreement to Governing Law and Jurisdiction”, “Severability”, “Legal Remedies”, and any other provisions that by their nature are intended to survive will survive any actual or purported termination of your account or termination or expiration of this Agreement and shall continue in full force and effect.
Manner of Giving Notice
Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email. Billing-related notices to you shall be addressed to the relevant billing contact designated by you. All other notices to you shall be addressed to the relevant contact designated by you.