1. Use of the Altera Cloud Service.
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.
1.4 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”).
1.7 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.
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.
3.2 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.
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.
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.
7. Termination for Cause.
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
8.3 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.
11.1 Customer Service. For billing, order status, or non-technical questions, contact Altera customer service at firstname.lastname@example.org. For technical questions regarding Altera’s website, please send an email to email@example.com. For other technical or installation questions, please send an email to Altera technical support at: firstname.lastname@example.org.
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.
11.6 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.
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