Read the following terms and conditions (“Agreement”) carefully, which is a legal agreement between You and the Canadian Microelectronics Corporation / Societe canadienne de micro-electronique operating as CMC Microsystems (“CMC”) regarding Your use of the Environment (defined below).
In this Agreement, the following terms have the following meanings:
“CAD” means computer-aided design software.
“Environment” means any CMC infrastructure and/or CMC environment that enables Your access to CAD services, including the CMC Cloud Design Environment, the CAD Compute Cluster, the Cloud Passport, software, documentation, training materials, libraries, and process design kits (PDKs).
“User” means a user of the Environment.
“User Content” means a User’s information, data, design files, text or other materials uploaded, posted, transmitted or otherwise incorporated into or utilized in the Environment. User Content includes any third- party information (for example, process design kits) that User has express permission to use within the Environment.
“You” (or “Your”) means an individual or legal entity exercising permissions granted by this Agreement.
- CMC will make reasonable efforts to ensure the Environment is maintained and operated to an optimum level to serve the requirements of Users and the Environment’s purpose.
- CMC may alter the Environment at any time but will endeavour to communicate this to Users in advance. The Environment may be unavailable from time to time due to, for example, maintenance or malfunction of computer or network equipment. CMC may periodically add or update the information and materials in the Environment without notice, including, without limitation, any of the terms and conditions contained in this Agreement.
- CMC will protect the privacy of User Content. User Content is only visible to CMC administrators who will only access User Content to the extent reasonably required to maintain and support the Environment.
- CMC will provide material through its website to assist Users in making optimal use of the Environment.
User Conditions and Responsibilities:
- Grant of License: Subject to the terms and conditions of this Agreement, CMC hereby grants to You a non-exclusive, limited, non-transferable license to use the Environment. Your use of the Environment constitutes Your acceptance of such terms. The Environment is proprietary and is protected by copyright laws. You will abide by any export control regulations applicable to Your User Content and content in the Environment. You may not sell, distribute, publish, circulate or commercially exploit the Environment or any portion thereof without CMC’s prior written consent. You agree that Your usage is within Canada. You understand and acknowledge that CMC may, due to various license restrictions, limit Your access to the Environment at any time and in their sole discretion if You are located or are accessing the Environment from outside of Canada.
- User Content. User’s use of any third-party materials is subject to such third-party’s terms and conditions. CMC does not control User Content or the arrangements that Users make amongst themselves for licensing any User Content. The Environment is intended to only store User Content directly related to the research and development activity. The Environment is not an archival service and should not be used for storing email, personal information or similar information, or as backup of other systems and design/data files from past activities.
- Sharing User Content. You may choose to identify other Users with whom you wish to share Your User Content in the Environment. By sharing Your User Content, You acknowledge and agree that such other Users can view and modify Your User Content. You are responsible for obtaining any applicable permission and/or license to share Your User Content (for example, obtaining approval to share third-party materials or any applicable export licenses).
- Use Restrictions.When using the Environment You will not:
- copy or distribute any part of the Environment;
- alter or modify any part of the Environment outside of predefined areas for User Content;
- upload, post, transmit or otherwise incorporate into or utilize in the Environment (all such actions being referred to as “Publish”) User Content that is unlawful, harmful, invasive of another’s privacy or is otherwise objectionable;
- impersonate any person or entity or misrepresent Your affiliation with a person or entity;
- forge headers or otherwise manipulate identifiers to disguise the origin of any User Content You Publish;
- publish User Content that You do not have a right to make available under law or any contractual relationship;
- publish any User Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- publish any User Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of the Environment;
- interfere with or disrupt the Environment or servers or networks connected to the Environment;
- collect or store personal data about other Users; or
- download or copy any files from the Environment without CMC’s express prior written consent.
When using the Environment You will abide by any applicable third-party usage agreement. In the event of a conflict between a term or condition in a third-party usage agreement and this Agreement, the term or condition in the third-party usage agreement will control.
- Environment Access Suspension. CMC may, under certain circumstances, suspend Your ability to access the Environment or portions thereof (including Your User Content). Cause for such suspension includes, but is not limited to, your breach or violation of this Agreement or any other agreement You may have with CMC or its vendors.
- No Representations or Warranties. The Environment is being provided to You “as is”. CMC does not represent or warrant that the Environment will (a) meet Your requirements, (b) operate in a continuous or error free manner, (c) operate in all the combinations, which may be selected for use by You. Other than as expressly set out in this Agreement there are no representations, warranties or conditions of any kind whatsoever, express or implied, statutory or arising otherwise in law, including but not limited to merchantable quality and fitness for a particular purpose in connection with the Environment or Your use thereof. CMC does not guarantee the accuracy, integrity or quality of any User Content. CMC is not responsible for Your use or reliance upon any User Content. To the maximum extent permitted by law, in no event will CMC (or any of its officers, directors, employees, agents, contractors or representatives) be liable or responsible for damages of any kind arising out of Your use or inability to use the Environment or otherwise in connection with this Agreement. Your sole and exclusive remedy is to discontinue use of the Environment.
- Enforcement and Governing Law. If any provision is invalid or unenforceable under applicable law, it shall to that extent be deemed omitted and the remaining provisions shall continue in full force and effect. CMC’s failure to exercise or enforce any right or provision under this Agreement does not constitute a waiver of such right or provision. This Agreement is governed by and construed inaccordance with the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario and You submit to the exclusive jurisdiction of the courts of the Province of Ontario.