Terms of Service

Welcome to ChipFoundry.io. These Terms of Service ("Terms") govern your access to and use of the ChipFoundry.io website (the "Site") and the services provided by Umbralogic Technologies LLC, doing business as ChipFoundry ("ChipFoundry," "we," "us," or "our"). By accessing or using the Site, you agree to be bound by these Terms.

1. Acceptance of Terms

By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the Service on behalf of a company, entity, or organization, you represent and warrant that you are an authorized representative of that organization with the authority to bind such organization to these Terms, and that you agree to these Terms on behalf of such organization.

2. Description of Services

ChipFoundry provides a platform that enables users to:

• Submit designs for inclusion in multi-project wafers (MPWs).

• Purchase MPW shuttle fabrication services.

• Access and use semiconductor design tools.

• Participate in design programs, challenges or contests.

• Potentially license or acquire semiconductor circuit component IPs.

• Purchase design and support services.

• Engage in other related activities as offered through the Service.

3. Eligibility

You must be at least 18 years old to use the Service. By using the Service, you represent and warrant that you meet this age requirement.

4. Account Registration

To access certain features of the Service, you may be required to create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. You are responsible for safeguarding your account credentials and for all activities that occur under your account. Notify us immediately of any unauthorized use of your account.  We reserve the right to suspend or terminate your account at any time for any reason, including violation of these Terms.

5. User Conduct

You agree to use the Site only for lawful purposes and in a manner that does not violate these Terms or any applicable laws and regulations. You agree not to:

• Use the Site in any way that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Site or that could damage, disable, overburden, or impair the functioning of the Site.

• Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.

• Use any robot, spider, crawler, scraper, or other automated means or interface not provided by us to access the Site or to extract data.

• Send unsolicited communications, promotions, advertisements, or spam.

• Transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.

• Engage in any activity that could give rise to civil or criminal liability.

• Infringe or violate our intellectual property rights or the intellectual property rights of others.

6. Intellectual Property

• Our Technology: The Site and its content, including but not limited to text, graphics, images, logos, trademarks, and software, are owned by Umbralogic Technologies LLC or its licensors and are protected by copyright, trademark, and other intellectual property laws. You may not reproduce, modify, distribute, display, perform, or create derivative works of any part of the Site without our prior written consent.

• IPs: Intellectual property offered through the Marketplace remains the property of the respective Vendors, subject to the applicable license agreements.

7. User-Generated Content

• Content Ownership: You retain ownership of any content you submit to the Site.

• License to Use: By submitting content, you grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content in any media.

• Content Responsibility: You are solely responsible for the content you submit. You represent and warrant that you have the right to submit the content and that it does not infringe the rights of any third party.

• Our Rights: We have the right to remove or modify any user-generated content for any reason, without notice.

8. Terms of Purchase and Sale

Any transactions conducted through the Service, including the purchase or licensing of IPs, MPW shuttle fabrication services, design tools, and design and support services, are subject to the terms and conditions of the applicable agreements, including pricing, payment terms, and licensing terms.

9. Fees and Payment

You agree to pay all fees associated with your use of the Service, as outlined in the applicable pricing schedules and agreements. You are responsible for providing accurate payment information and keeping it up to date.

10. Confidentiality

You agree to maintain the confidentiality of any non-public information disclosed to you through the Service, including technical data, design rules, and other sensitive information.

11. Disclaimer of Warranties

THE SITE AND ALL INFORMATION, PRODUCTS, AND SERVICES PROVIDED THROUGH THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED.

WE DO NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UMBRALOGIC TECHNOLOGIES LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF THE SITE OR THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO YOUR USE OF THE SITE OR THE SERVICES EXCEED THE AMOUNT YOU PAID TO US, IF ANY, FOR ACCESS TO THE SITE.

13. Indemnification

You agree to indemnify, defend, and hold harmless Umbralogic Technologies LLC and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with your use of the Site or your violation of these Terms.

14. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of California. Any disputes arising out of or related to these Terms shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.

15. Termination

We may terminate your access to the Site at any time, for any reason, without notice. You may also terminate your account at any time.

16. Changes to These Terms

We may update these Terms from time to time. We will post any changes on this page and update the "Last Updated" date. We may also provide you with additional notice of significant changes, as required by law. Your continued use of the Site after the posting of changes constitutes your acceptance of such changes.

17. Miscellaneous

These Terms constitute the entire agreement between you and ChipFoundry regarding your use of the Service. Our failure to exercise any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18. Contact Us

If you have any questions about these Terms, please contact us at:

1180 San Carlos Avenue, Suite 310

San Carlos, CA 94070

info@chipfoundry.io