Altera® Cloud Terms of Use

To use the cloud.altera.com (“Altera Cloud”) service, you must register and agree to these Altera Cloud Terms of Use (“Terms of Use”) which will govern your access to and use of the service. By registering for the Altera Cloud and/or accessing or using the Service, you are representing that you have read, understand, and agree to these Terms of Use. You represent to us that you are lawfully able to enter into contracts (e.g., that you are not a minor) – and if you are entering into these Terms of Use on behalf of a corporate entity (such as the company you work for) you represent to us that you have the legal authority to bind such entity. In addition, you confirm that you have read and understand Altera Corporation's (“Altera”) Web Site Privacy Policy and Legal Notice.

1. Use of the Altera Cloud Service.

1.1 You may access and use the Altera Cloud service (“Service”) in accordance with these Terms of Use. Service Level Agreements may apply to certain services offered. You will strictly comply with all laws, rules and regulations applicable to your use of the Service, including but not limited to Altera's Web Site Privacy Policy and Legal Notice.

1.2 To access the Service, you must create an account associated with a valid email address (“Account”). Unless explicitly permitted by the service terms, you may create only one Account per e-mail address. If you desire to have more than one Account per each e-mail address, you must contact Altera for authorization.

1.3 You are responsible for all activities that occur under your Account, regardless whether the activities are undertaken by you, your employees, or a third party (Including but not limited to your contractors and agents). Except and to the extent caused by Altera’s breach of these Terms of Use, neither Altera nor its subsidiaries, licensors and affiliates are responsible for any unauthorized access of your Account. You must contact us immediately if you believe an unauthorized third party may be using your Account, or if your Account information (including but not limited to passwords or security keys, if applicable) is lost or stolen. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take relating to the use of the Service, Your Data or these Terms of Use. You will ensure that all your end-users, employees, contractors and agents comply with your obligations under these Terms of Use, and that the terms of your respective agreements with any such end users, employees, contractors or agents are consistent with these Terms of Use. Once you become aware of any violation of your obligations under these Terms of Use by an end user, contractor, agent or employee, you will immediately terminate such end user, contractor, agent or employee’s access to Your Data and the Service.

1.4 The Service relies on third party services and content, including providers of the public cloud that hosts the Altera Cloud. Although we will use all commercial reasonable means to safeguard Your Data, and we will not access your Account unless we need to provide technical services, troubleshoot problems, or as required by applicable law, or orders of a court or governmental entity, there may be instances where the third party service providers will need to access your Account in order to provide services to you, troubleshoot problems, or comply with applicable laws or governmental regulations. By using the Altera Cloud, you acknowledge and agree that Altera and any third party service or content providers may access, disclose, or use any information, and any updates, modifications or revisions thereto, designs, technical and design information, data, text, audio, video, images or other content that you: (i) run on the Altera Cloud, (ii) cause to interface with the Altera Cloud, or (iii) upload to the Altera Cloud under your Account or otherwise transfer, process, use or store in connection with your account (collectively, “Your Data”).

1.5 Change to the Service. We may change, discontinue, or deprecate (temporarily or permanently) the Service or any portion thereof, including features or functionality, or Service Level Agreements offered (if applicable) or change or remove features or functionality of the Service offered from time to time at our sole discretion, with or without notice. You acknowledge and agree that Altera shall not be liable to you or to any third party for any change, modification, suspension or discontinuance of the Service. Unless explicitly stated otherwise, any new features or services that augment, supplement, complement or enhance the current Service shall be subject to these Terms of Use.

1.6 Without limiting your obligations under these Terms of Use, we will implement reasonable and appropriate security measures designed to help you secure Your Data against accidental or unlawful loss, access, or disclosure. We will not move Your Data from the United States without notifying you, unless required to comply with applicable law, order of a court, or requests of governmental and regulatory agencies. You hereby consent to our collection, use and disclosure of information associated with the Service in accordance with our Altera Privacy Policy, and to the processing of Your Data and the transfer of Your Data into, the United States (if applicable).

1.7 You are solely responsible for the development, content, operation, maintenance, and use of Your Data. For example, you are solely responsible for: (i) the technical operation of Your Data; (ii) compliance of Your Data with any Altera Policies, applicable law, and any governmental regulations; (iii) any claims arising from or relating to Your Data; and (iv) properly handling and processing any notices sent to you, your subsidiaries and/or affiliates by any person or entity claiming that Your Data violates and/or misappropriates such person or entity’s intellectual property rights, including but not limited to notices pursuant to the Digital Millennium Copyright Act.

1.8 Log-in credentials generated by the Altera Cloud service and security keys provided (if applicable) are for your own internal use only and you may not sell, transfer, sublicense or otherwise distribute them to any person or entity, except that you may disclose such credentials or private security keys to your contractors or agents performing work on your behalf and for your sole benefit. You are also responsible for saving and securing your credentials.

1.9 License Restrictions. Neither you nor any of your employees, contractors, agents, or end users may use the Service in any manner or for any purpose other than as expressly permitted by these Terms of Use and the Altera Acceptable Use Policy. Neither you nor any of your employees, contractors, agents, or end users may, or attempt to: (i) modify, alter, tamper with, repair, or create derivative works of any software included with the Service (except and to the extent that any software is provided to you by Altera under a separate license that expressly permits the creation of derivative works); (ii) access or use the Service in a way intended to avoid incurring fees or exceeding usage limits or quotas; (iv) resell or sublicense the Service; or (v) reverse engineer, disassemble or decompile the Service or apply any process or procedure to derive the source code, techniques, processes, algorithms, know-how or other information from the binary code portions of any software included with the Service, or permit or induce the foregoing (collectively, “Reverse Engineering”). If however, applicable law prohibits enforcement of the foregoing, you may engage in Reverse Engineering solely for purposes of obtaining such information as is necessary to achieve interoperability or as otherwise and to the limited extent permitted by directly applicable law, but only if: (a) Reverse Engineering is strictly necessary to obtain such information; and (b) you have first requested such information from Altera and Altera failed to make such information available (for a fee or otherwise) under reasonable terms and conditions. Any information supplied to or obtained by you under this Section 1.9 is confidential information of Altera and is subject to the obligations of Section 10 (Confidentiality and Publicity), may only be used by you for the purpose described in this Section 1.9, and will not be disclosed to any third party or used to create any software which is substantially similar to the Service. All license granted to you under these Terms of Use are conditional on your continued compliance with these Terms of Use and Altera’s Acceptable Use Policy, and will immediately and automatically terminate if you do not comply with the foregoing.

2. Suspension.

2.1 You acknowledge and agree that we may, at our sole discretion and at any time, with or without prior notice, delete, suspend, terminate, deactivate, block, or prevent access to or use of your log-in credentials, Account, or the Altera Cloud (or any part thereof) immediately upon notice to you if we determine your or your end-user, contractor, agent or employee’s use of or registration for the Service: (i) pose a security risk to the Service or any third party; (ii) may adversely impact the Service, or the service and/or data or content of another Altera Cloud customer; (iii) may subject Altera, its subsidiaries and affiliates, or any third party, to liability; (iv) may be fraudulent; (v) your Account(s) are inactive for an extended period of time; and/or (vi) any end users or groups of users are not legitimate users of the Services and customers of Altera. You further acknowledge and agree that we may rely on the truth, accuracy, and completeness of Your Data, and any revisions, modifications, or updates thereof. We may independently verify and confirm the truth, accuracy, and completeness of Your Data, and any revisions, modifications, or updates thereof, by contacting your employer and any third parties if necessary. You agree that we will not be liable to you or any third party for any termination or suspension of your Account or use of or access to Services pursuant to this Section 2.

2.2 You acknowledge and agree that if Altera suspends, terminates, or deactivates any of your Accounts, or any access or use of any portion or all of the Service pursuant to this Section 2: (i) you are and will remain responsible and liable for all fees and charges you have incurred through and up to the date of suspension, termination, or deactivation; (ii) you remain responsible and liable for any applicable fees and charges for any portion of the Service to which you continue to have access, as well as applicable data storage fees and charges, and fees and charges for in-process tasks completed after the date of suspension, termination, or deactivation; and (iii) you will not be entitled to any service credits for any period of suspension, termination, or deactivation.

3. Proprietary Rights.

3.1 Your Data. As between you and us, you and your licensors own all right, title and interest in and to Your Data. Except as provided in this Section 3, we obtain no rights under these Terms of Use from you or your licensors to Your Data, including any intellectual property rights associated therewith. You consent to our use of Your Data to provide the Service to you, your employees, contractors, agents, and end users. We may disclose Your Data to provide the Service to you or your employees, contractors, agents, and end users, or to comply with any court orders or requests of a governmental or regulatory agency as described in these Terms of Use.

3.2 Your Submissions. You are not required to submit any information to Altera, but if you elect to provide comments, inputs, suggestions, and feedback relating to any Altera products and/or the Services (collectively, “Submissions”) such Submissions shall be considered non-confidential information with respect to you. Such Submissions will be Altera’s property, and we will own all right, title and interest in and to the Submissions, even if you have designated the Submissions as confidential and proprietary. By providing such Submissions, you agree to, and hereby do irrevocably assign to Altera, at no charge, all world-wide rights, title and interest in and to the Submissions and any intellectual property rights associated therewith. Altera shall be free to use and distribute such Submissions on an unrestricted basis for any purpose whatsoever in connection with its products and services, and you agree to provide to us any assistance reasonably required to document, perfect, and maintain our rights in and to the Submissions.

3.3 Representations. In consideration of your use of the Service, You represent to us that: (i) you or your licensors own all right, title and interest in and to Your Data and Your Submissions (if any are provided); (ii) you have all necessary rights in Your Data and Your Submissions to grant to us the rights contemplated under these Terms of Use; (iii) Your Data, Your Submissions, or any end user’s use of Your Data do not violate or misappropriate any third party’s intellectual property rights of Altera’s Acceptable Use Policy; (iv) your personal data is true, accurate, current and complete, and (v) you agree to maintain and promptly update your personal data to keep it true, accurate, current, and complete. If you provide any data or other information that is untrue, inaccurate, misleading, incomplete or not current, or if we have reasonable grounds to suspect that such data or information is untrue, inaccurate, misleading, incomplete or not current, we reserve the right to immediately suspend or terminate your Account and refuse any and all current or future use of the Service by you, your employees, contractors, agents, and end users.

In particular, if you change employers or employment, perform work for another company, change titles, duties or responsibilities, or move into another business group, unit or divisions with your current employer, and any such change in circumstances causes you to no longer be authorized to view, provide, receive or access all or any portion of Your Data, you agree to immediately notify us of such change, re-register to open a new account and not to access or attempt to access your prior account or Your Data for such new account. If you remain authorized to view, provide, receive, and access all or any portion of Your Data despite one or more of the changes in circumstances described above, you agree that we may ask that you specify the change in circumstances and may (but shall have no obligation to do so) undertake to verify that you remain so authorized.

3.4 No Unauthorized Confidential Information. In any event, you agree not to provide to us any confidential or proprietary information, trade secrets, or other protected or protectable information or data that you do not have the authority or right to disclose. You represent and warrant that you are authorized to provide, and view, receive and access Your Data, in each instance that you do so. You may only use the Service to store, retrieve, query, serve, and execute Your Data that is owned, licensed or lawfully obtained by you. You may not use the Service in any manner or for any purpose other than as expressly permitted herein. You may not, and may not attempt to: (i) modify, alter, tamper with, repair, create derivative works of, or otherwise manipulate any software provided in connection with the Service, or (ii) access or use the Service in a way intended to avoid incurring fees or exceeding usage limits or quotas.

3.5 As between you and Altera, Altera and its subsidiaries, affiliates and licensors own and reserve all right, title and interest in and to the Services. We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to do the following during the Term: (i) access and use the Service, provided such access and use are solely in accordance with the Terms of Use and the Altera’s Acceptable Use Policy; and (ii) copy and use the Altera Cloud and any technology, software, documentation or hardware provided by Altera solely in connection with your permitted use of the Services. Except as otherwise described in this Section 3.5, you obtain no rights under these Terms of Use from us, our affiliates, subsidiaries or our licensors to the Service, including but not limited to any intellectual property rights associated therewith.

4. Fees and Payment. We calculate and bill fees and charges monthly. We may bill you more frequently for fees accrued if we suspect that your Account is fraudulent or at risk of non-payment. You will pay us the applicable fees and charges for use of the Service net 30 days or as otherwise described on the Service terms, using one of the payment methods we support. All amounts payable to Altera will be made without right to setoff or counterclaim, and without any deductions or withholding. Fees and charges for the Service or new feature(s) of the Altera Cloud will be effective when we post updated fees and charges relating to the Service, unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Service by giving you at least 30 days’ advance notice. We may charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments.

All fees and charges payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You will provide us any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your Account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.

5. Indemnification. To the extent permitted by applicable law, you agree to indemnify, defend and hold Altera, and its subsidiaries, affiliates, licensors, and suppliers, and their respective affiliates, directors, shareholders, officers, agents, representatives and employees, harmless from any losses, costs, expenses, liability, action, suit, damages, claim or demand, including reasonable attorneys' fees, made by any third party arising from or relating to your use of the Service or your violation of these Terms of Use or Altera’s Acceptable Use Policy, except to the extent arising out of the sole gross negligence or willful misconduct of Altera or its affiliates, subsidiaries and agents. If we or our subsidiaries and affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at our then-current hourly rates.

6. Privacy Policy and Cross Border Information Transfer.

6.1 Any personally-identifiable information that you provide during your use of the Service, and Altera’s collection and maintenance thereof, will be subject to and governed by Altera’s Privacy Policy.

6.2 Cross Border Transfer. Your Data may be stored and processed in any country where Altera has facilities or in which we engage service providers. Although we will use best efforts to avoid transferring Your Data anywhere outside the United States, we may need to perform a temporary transfer in certain situations where we cannot continue to provide Service to you in the United States due to causes beyond our control. By agreeing to these Terms of Use and using the Service, you hereby provide your consent to the transfer of Your Data to countries outside your country of residence, including the United States, which may have different data protection rules than in your country, in the circumstances described in this Section 6.2.

7. Termination for Cause.

7.1 Termination. Either party may terminate this Agreement for cause upon 30 days’ prior written notice to the other party if a party materially defaults or breaches the terms of these Terms of Use. Altera may also terminate these Terms of Use immediately upon notice to You: (i) for cause, if any act or omission by you or any end user, contractor, agent or employee results in a suspension as described in Section 2 (Suspension) above; (ii) if our relationship with a third party partner who provides software, the public cloud environment, or other technology we utilize to provide the Service expires, terminates, or requires us to change the way we provide the Service; (iii) if we reasonably believe providing the Service could create a substantial economic or technical burden for us, or a material security risk; (iv) in order to comply with applicable law, court orders or requests from governmental or regulatory agencies; (v) if you breach these Terms of Use, and any Altera Policies.

7.2 Effect of Termination. Upon termination of these Terms of Use: (i) all your rights to use the Service will immediately terminate; (ii) you shall remain responsible for all fees and charges you have incurred up to and including the date of termination, including fees and charges for any in-process tasks completed after the date of termination; (iii) you will immediately return or destroy (if instructed by us) all Altera content in your possession or under your control; and (iv) any obligation to pay fees or other amounts due and payable and Sections 1.3, 1.4, 1.5, 1.7, 2.2, 3, 5, 6, 7.2, 7.3, 8, 9, 10, and 11 of these Terms of Use will continue to apply in accordance with their terms.

7.3 Retrieval Data Post-Termination. Unless we terminate your use of the Service for cause, during the thirty (30) days following termination: (i) we will not erase Your Data as a result of the termination; (ii) you may retrieve Your Data from the Service, but only if you have paid all amounts due and payable up to and including the date of termination; (iii) we will provide you with the same post-termination data assistance that we generally make available to all similarly-situated customers of the Service.

8. Disclaimers; Limited Representations and Warranties; Limited Liability

8.1 THE LIMITED WARRANTIES AND LIMITED LIABILITY APPLICABLE TO THE SERVICES ARE SET FORTH IN THESE TERMS OF USE. THE ALTERA CLOUD SERVICE, ANY TRAINING OR OTHER SERVICES PROVIDED BY ALTERA, OR ITS LICENSORS AND PARTNERS ON BEHALF OF ALTERA, THROUGH THEIR WEB SITES ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATION, GUARANTY, OR WARRANTY OF ANY KIND INCLUDING REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY RESULTS OR OF QUALITY, SUITABILITY, ADEQUACY, GENUINENESS, ACCURACY, OR COMPLETENESS OF THE SERVICE OR ANY PORTION THEREOF. You understand and agree that Altera, its affiliates, subsidiaries, and licensors assume no responsibility for the timeliness, deletion, non-delivery, mis-delivery, or failure to continually provide any such Service.

8.2 WITHOUT LIMITING THE ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (I) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ALTERA AND ITS LICENSORS EXPRESSLY DISCLAIM ALL REPRESENTATIONS, GUARANTIES, OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED; (II) ALTERA MAKES NO REPRESENTATION, GUARANTY, OR WARRANTY THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, CONTINUOUS, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS FROM THE USE OF THE SERVICE WILL BE COMPLETE, ACCURATE OR RELIABLE; AND/OR (D) THE QUALITY OF SERVICE, AND THE INFORMATION AND OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; (III) ANY SERVICE OR INFORMATION OR OTHER MATERIAL OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ACKNOWLEDGE AND AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR SOFTWARE, FILES, DESIGNS, COMPUTER HARDWARE, TECHNICAL AND OTHER SYSTEMS OR LOSS OF OR DAMAGE TO DATA, SOFTWARE, OR GOODS THAT RESULTS FROM THE USE OF THE SERVICE, AND ANY INFORMATION AND MATERIAL; (IV) NO ADVICE, TRAINING OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ALTERA THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.

8.3 TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ALTERA, ITS AFFILIATES, SUBSIDIARIES OR LICENSORS BE LIABLE FOR, AND YOU AGREE NOT TO MAKE A CLAIM FOR, ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, GENERAL, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OR DAMAGES FOR LOSS OF PROFITS OR REVENUE OR OTHER ECONOMIC ADVANTAGE, BUSINESS INTERRUPTION, GOODWILL, LOSS OF INFORMATION OR DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, EVEN IF ALTERA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF: (I) YOUR USE OF OR INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; (C) YOUR RELIANCE UPON THE INFORMATION, YOUR DATA OR MATERIALS FURNISHED BY OR THROUGH THE SERVICE; OR (D) ANY OTHER MATTER RELATING TO YOUR USE OF THE SERVICE. IN ANY CASE, OUR AND OUR AFFILIATES’ SUBSIDIARIES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM.

9. Modifications to Terms of Use/Policies. We may modify these Terms of Use and any Altera Policy at any time by posting a revised version on the Altera website or by notifying you, at our sole discretion. The modified terms will become effective upon posting, or if we notify you, as stated in the email message. By continuing to use the Service after the effective date of the modification(s) you agree to be bound by the modified terms. It is your responsibility to check the Altera website regularly for modifications to these Terms of Use.

10. Confidentiality and Publicity. You may use the Altera confidential information and proprietary information only in connection with your use of the Service as permitted under the Terms of Use and Altera Acceptable Use Policy. You will not disclose any Altera confidential information during the Term or at any time during the five (5) year period after the end of the Term. You agree to take all appropriate and reasonable measures to avoid disclosure, dissemination, or unauthorized use of Altera confidential and proprietary information, including, at a minimum, using the same standard of care you us to protect your own confidential information of a similar nature and importance, but in no event less than a reasonable standard of care. You will not issue a press release or make any public communication with respect to the Terms of Use or your use of the Service. You will not misrepresent or embellish the relationship between us and you including but not limited to by implying that we support, sponsor, endorse, or contribute to your business endeavors, or express or imply any relationship or affiliation between you and us or any other person or entity.

11. Miscellaneous.

11.1 Customer Service. For billing, order status, or non-technical questions, contact Altera customer service at mysupport_cs@altera.com. For technical questions regarding Altera’s website, please send an email to webmaster@altera.com. For other technical or installation questions, please send an email to Altera technical support at: bugz@altera.com.

11.2 Compliance with Laws. You agree to fully comply with all laws, rules, and regulations applicable to your use of the Services including but not limited to the Privacy Policy, the Altera Acceptable Terms of Use and these Terms of Use.

11.3 Import and Export Control. You will comply with all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and any country-specific economic sanctions programs implemented by the Office of Foreign Assets Control. For purposes of clarity, you are solely responsible for compliance related to the manner in which you choose to use the Altera Cloud, including your transfer and processing of Your Data, the provision of Your Data to third parties, and the geographic location in which any of the foregoing occur. Unless otherwise explicitly stated herein, all information, data, and materials obtained from or through the Altera Cloud are solely directed to individuals, companies, or entities legally permitted to receive such information, data, and materials. All Your Data and any information, data and materials you submit, or obtain through the Altera Cloud, may be transferred from and between any of our Technology Centers currently located in the US, Canada, China, England, Malaysia, and Japan. You agree that all such information, data and materials are subject to the US Export Administration Regulations and other applicable export laws and regulations. Diversion of such information, data and materials contrary to US and other applicable law is prohibited. You agree that such information, data and materials, or the direct product therefrom, is not and will not be acquired for, shipped, transferred or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals. Proscribed countries are set forth in the US Export Administration regulations. Embargoed countries currently are: Cuba, Iran, North Korea, Sudan, and Syria. This list is subject to change without further notice from Altera, and you must comply with the list as it exists at the applicable time. You certify that you are not on the US Department of Commerce's Denied Persons List or affiliated with or on the US Department of Treasury's Specially Designated Nationals List. If you use the Altera Cloud from any non-US location, you agree to comply with all local rules regarding your use thereof. You agree to comply with all applicable laws regarding the export or re-export of technical data from the United States or the country in which you reside. Altera shall not be liable for your failure to comply with such applicable laws. Additionally, prior to transferring any ITAR (International Traffic of Arms Regulations) controlled technical data you must define it as such, in writing, to Altera. Only unclassified ITAR technical data is permitted.

11.4 Independent Contractors. We and you are independent contractors, and neither party, nor their respective subsidiaries, is a joint-venturer or an agent of the other party, or has the authority to bind the other party for any purpose whatsoever.

11.5 No Third Party Beneficiaries. Unless otherwise expressly provided, no provisions hereunder are intended or shall be construed to confer upon or give to any person or entity other than you or us any rights, remedies or other benefits under or by reason of these Terms of Use.

11.6 Force Majeure. We, our subsidiaries and licensors will not be liable for any delay or failure to perform any obligations arising from or relating to the Service where the delay or failure to perform results from circumstances beyond our control.

11.7 General. These Terms of Use (including the Altera Policies applicable to the Service and the Altera Cloud) constitute the entire agreement between Altera and you regarding and governing your use of your Account and the Altera Cloud, and supersedes any prior or contemporaneous understandings, commitments, agreements, oral or written, between you and Altera regarding the subject matter hereof. Notwithstanding any other agreements or understandings between you and us, the security and data privacy provisions in Section 1.6 of these Terms of Use contain our and our subsidiaries’ and licensors’ entire obligation relating to security, privacy and confidentiality of Your Data. Except for any modifications posted by Altera, any additional modifications of these Terms of Use must be in writing and signed by both parties. The failure of Altera to exercise or enforce any right or provision of these Terms of Use shall not constitute a current, continuing or future waiver of such right or provision or any other right or provision. Any waiver must be in writing and signed by both parties in order to be effective. If any provision of these Terms of Use, or any portion thereof, is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and all the other provisions of these Terms of Use shall remain in full force and effect.

11.8 No Assignment. You are not permitted to assign, delegate, sublicense or otherwise transfer the right to use the Altera Cloud or Service or any rights granted to you under these Terms of Use without our prior written consent. Any such assignment, delegation sublicense or transfer in violation of this Section 11.8 will be null and void and have no effect. Subject to the foregoing, the Terms of Use will be binding upon and inure to the benefit of the parties and their respective successors and assigns.

11.9 Language. All communications and notices to be made or given under these Terms of Use must be in the English language, which language shall be controlling in all respects, and all versions of this Terms of Use in any other language shall be for accommodation only and shall not be binding on the parties to this Agreement.

11.10 Choice of Law and Forum. These Terms of Use and the relationship between you and Altera with respect to the Service shall be governed by the internal laws of the State of California, and the United States of America, without regard to its conflict of law provisions, and specifically excluding the United Nations Convention on Contracts for the International Sale of Goods. You and Altera agree to submit to the exclusive personal jurisdiction and venue of the federal and state courts located within the county of Santa Clara, California. We may seek injunctive or other relief in any other federal or state court for any threatened, alleged, or actual infringement of our intellectual property rights or other proprietary rights. The Altera Cloud and Services are provided from the United States and is not intended to subject Altera to the laws or jurisdiction of other countries.

We hope that these Terms of Use help you to make an informed decision whether to register and to use the Altera Cloud. If you have any questions, concerns or problems related to the Altera Cloud site or features, we encourage you to contact us as described in Section 11.1 above. You may also contact us to receive a paper copy of these Terms of Use. We greatly appreciate your suggestions on how we can improve the Altera Cloud.

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