By accessing this Ampere website (the “Site”) you agree to comply with and be bound by this Confidentiality and Limited Use Agreement (this “Agreement”). Therefore, please review this Agreement carefully and in its entirety. If you do not accept and agree to its terms, do not access or use the Site (and in that event, access or use of the Site and the information and resources made available on the Site would be prohibited).
The information and resources made available on the Site (including text, data, software and information) are the intellectual property of Ampere Computing LLC, a Delaware limited liability company and its affiliates (collectively, "Ampere"), and include Confidential Information (as defined below) of Ampere. Access to the materials and information on the Site is subject to your acceptance of the following terms.
As used in this Agreement, “you” or “your” refers to the individual person accessing the Site on his or her own behalf, or if such access is being affected on behalf of a company or other organization, such as an employer, “you” or “your” means that company or other organization, and the person accessing the Site represents to Ampere that he or she has the authority to do so on your behalf.
1. "CONFIDENTIAL INFORMATION" means any information, in any form, located on the Site which is accessed by you. Confidential Information may include, without limitation, data, know-how, trade secrets, designs, plans, models, samples, drawings, specifications, algorithms, reports, pricing information, and marketing materials, whether related to Ampere's past, present or future business activities, research, manufacturing, development, products, or technology.
2. PURPOSE AND USE RESTRICTIONS. The Confidential Information is provided to you solely for the internal evaluation or furtherance of a possible business relationship with Ampere relating to its products and/or purchase of Ampere products (the "Purpose"). You may only use the Confidential Information in order to further the Purpose; use of the Confidential Information for any other purpose is expressly prohibited. Permissible "use" includes downloading, printing, and/or making a reasonable number of copies, recordings, or reproductions of the Confidential Information, for internal and non-commercial use only, in order to further the Purpose. You may not reverse-engineer, de-compile, disassemble, modify, display, publish, license, create derivative works from, transfer, loan or sell the Confidential Information or any portion thereof. Disclosures of Confidential Information shall NOT be considered a grant by Ampere of any express or implied license or right to you to use the Confidential Information, other than for the Purpose. The execution of this Agreement and the provision or receipt of any Confidential Information hereunder shall not constitute a commitment by Ampere to disclose, provide or make available to you any particular information, materials or product, or to enter into any underlying business relationship, including, without limitation, any license, distribution, sales, technology transfer, joint venture, partnership, or any other arrangement. Any such relationship shall be entered into only upon the execution of a separate written agreement between the parties concerning the relationship. Ampere may terminate discussions with you and your access to the Site at any time in its sole discretion.
3. DISCLOSURE AND SAFEGUARDING. You shall not disclose, directly or indirectly, any Confidential Information to any person, except to employees of your company having a need to know the information in order to further the Purpose, but only so long as such employees 1) are bound by written confidentiality obligations at least as restrictive as set forth here and 2) keep the confidential status of the information and restrict their use solely to the Purpose. You shall keep adequate procedures to prevent the unauthorized disclosure, use, or reproduction of Confidential Information, using at least the same standard of care that you use with your own confidential information, but no less than reasonable care. At Ampere's request, you shall immediately return all Confidential Information, including all copies thereof (except that you may retain one copy of documentation for archival purposes only).
4. DISCLOSURE EXCEPTIONS. You shall be under no obligation of confidentiality with respect to any information you can show from documentary evidence (i) is or becomes available to the general public through no fault of your own; (ii) was known to you before disclosure by Ampere without obligation of confidentiality; (iii) is disclosed to you without restriction on disclosure by a third party having a lawful right to disclose such information; (iv) is independently developed by you without reference to Ampere Confidential Information; or (v) is required by law to be disclosed, provided that you provide Ampere with prompt written notice as soon as possible prior to disclosure, and also with an opportunity to object to the disclosure or seek a protective order. You will cooperate at Ampere’s request to challenge or limit such disclosure request.
5. NO WARRANTIES. ALL CONFIDENTIAL INFORMATION PROVIDED BY AMPERE TO YOU IS PROVIDED "AS-IS," WITH ALL FAULTS. Ampere HEREBY EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES WITH REGARD TO THE CONFIDENTIAL INFORMATION, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. AMPERE MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, ACCURACY OR COMPLETENESS OF THE CONFIDENTIAL INFORMATION. ANY AND ALL RISKS THAT ARISE OUT OF THE USE OF THE CONFIDENTIAL INFORMATION REMAIN WITH YOU. SOME JURISDICTIONS RESTRICT OR DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO SOME OF THE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL AMPERE BE LIABLE OR RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT, PUNITIVE AND/OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, DATA, USE, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE CONFIDENTIAL INFORMATION, EVEN IF AMPERE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THIS LIMITATION CAUSES ANY REMEDY TO FAIL OF ITS ESSENTIAL PURPOSE. THE TOTAL LIABILITY OF AMPERE FOR ALL CLAIMS OR DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO $5,000.
6. AMPERE PROPRIETARY RIGHTS ACKNOWLEDGMENT. You agree and acknowledge that Ampere or its applicable licensors own all rights, title and interest in and to the information and material available on the Site, including without limitation all associated Intellectual Property Rights. Your possession or use of any Confidential Information does not transfer to you any title to Intellectual Property Rights in the Confidential Information. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You agree to not remove, obscure, or alter Ampere's or any third party's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Site.
7. REMEDIES. You agree that the Confidential Information disclosed under this Agreement is unique and valuable to Ampere. Any breach or failure by you to maintain the obligations or restrictions outlined in this Agreement may cause substantial, immediate and irreparable damage to Ampere for which monetary damages alone would not be an adequate remedy. Upon such breach, or in the event thatAmpere forms a good faith belief that such a breach is likely to occur, Ampere shall be entitled to seek preliminary or other injunctive relief from any court of competent jurisdiction, with or without notice to you. This remedy shall be in addition to any and all other rights or remedies to which Ampere may be entitled. You shall reimburse Ampereall of its attorney’s fees and costs incurred in connection with Ampere’s enforcement of this Agreement.
8. JURISDICTION.This agreement and any dispute arising under this Agreement shall be governed by California law, without regard to conflicts of laws principles. You consent to the jurisdiction of the state or federal courts of Santa Clara County, California, in the event of litigation to enforce or interpret this Agreement.
9. COMPLIANCE. You acknowledge that the Confidential Information may be subject to United States or other export laws and regulations, including restrictions on exporting or re-exporting outside of the United States. You will comply with all laws, including export laws and regulations, which may be applicable to your receipt and use of Confidential Information under this Agreement. Ampere administers the Site from its offices in the State of California, in the United States. Ampere makes no representation that the Site is appropriate or available for use outside the United States and access to the Site from territories where its contents are illegal or restricted is prohibited. If you choose to access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with applicable laws and regulations. You agree to comply with all export and re-export restrictions and regulations of the Department of Commerce and any other United States or foreign agencies and authorities in connection with your use of the Site and to not, in violation of any law or regulations, transfer or authorize the transfer of any Confidential Information to a prohibited country or otherwise in violation of any law or regulation. In particular, but without limitation, the Confidential Information may not, in violation of any law or regulation, be exported or re-exported (a) into any U.S. embargoed countries or (b) to any person, entity or company on the Consolidated Screening List maintained by the U.S. Government for export control purposes. By receiving any Confidential Information subject to any such restrictions and regulations, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list. You further agree not to use or transfer the information obtained from the Site for end use relating to any nuclear, chemical or biological weapons or missile technology.
11. U.S. GOVERNMENT RESTRICTED RIGHTS. Any Confidential Information or other materials that are downloaded from or accessed on the Site by or on behalf of the United States of America or its agencies and/or instrumentalities (“U.S. Government”), are subject to the provisions of FAR 12.211 – “Technical Data”, FAR 12.212 – “Computer Software”, Far 227.7202-2, DOD FAR Supplement and its successors, as applicable, and all other clauses providing Ampere equivalent protections in DFARS or other agency specific regulations. Use of any Materials by the U.S. Government constitutes acknowledgement of Ampere’s proprietary rights in them.
12. WAIVER. No waiver, failure, or delay by Ampere to exercise its rights or remedies related to this agreement shall be binding unless given in writing by Ampere. No waiver of any section of this Agreement by Ampere on one or more occasions shall be considered a continuing waiver to such section, or to all other sections of this Agreement.
13. ASSIGNMENT AND TRANSFER. Your rights and obligations under this Agreement cannot and shall not be assigned or transferred to another party (including by operation of law or via a change in control of your company or other entity) without Ampere’s prior written consent, and any attempted assignment or transfer in violation of the foregoing will be void and without effect.
14. DUTY TO MAINTAIN USER ACCOUNT CONFIDENTIALITY. You are required to maintain the confidentiality of your user account and password, and are fully responsible for all activities that occur under your password or account, unless your account name and/or password was obtaining through no fault or negligence of your own. You agree to immediately notify Ampere of any unauthorized use of your account or password or any other breach of security, and to ensure that you exit from your account at the end of each session. Ampere will not be liable for any loss or damage arising from your failure to comply with this section.
15. ENTIRE AGREEMENT. (a) Except as provided in paragraph (b) immediately below (if that paragraph applies to you), this Agreement constitutes the sole and exclusive agreement between you and Ampere relating to this subject matter. There are no other understandings, agreements, or representations with respect to such subject matter, except as stated in this Agreement. Your obligations in this Agreement will remain in effect notwithstanding any termination of this Agreement or your use of the Site. (b) If you have a license, evaluation agreement or other similar agreement with Ampere which covers disclosure, evaluation, testing or other activities relating to Ampere hardware, software and/or documentation, then to the extent that this Agreement would conflict with such agreement, the terms of such other agreement shall control.
16. SEVERABILITY. If any section of this Agreement is found to be invalid, void, or unenforceable by a court of competent jurisdiction, such section will be modified to accomplish the objectives of the section to the greatest extent possible under applicable law, and the remaining sections will continue in full force and effect.
17. ACKNOWLEDGEMENT. You agree that you have read this agreement carefully and that you understand its terms.
AMPERE RESERVES THE RIGHT TO TERMINATE YOUR ACCESS TO THE SITE AT ANY TIME, WITHOUT NOTICE, FOR ANY REASON WHATSOEVER, AND MAY MODIFY THIS AGREEMENT AND THE CONFIDENTIAL INFORMATION AT ANY TIME WITHOUT NOTICE.
IF YOU AGREE WITH AND ACCEPT THE TERMS OF THIS AGREEMENT PLEASE INDICATE THIS BY CLICKING ON THE CORRESPONDING BUTTON ("I AGREE" OR "I ACCEPT"). YOU WILL THEN BE AUTHORIZED TO ENTER THE SITE AND WILL BE ABLE TO VIEW AND USE THE AMPERE CONFIDENTIAL INFORMATION PER THE TERMS OUTLINED ABOVE.
IF YOU DO NOT AGREE WITH AND ACCEPT THE TERMS OF THIS AGREEMENT, OR ARE UNWILLING TO BE BOUND BY ITS TERMS, YOU WILL NOT BE AUTHORIZED TO ACCESS OR USE ANY OF THE CONFIDENTIAL INFORMATION ON THE SITE. PLEASE INDICATE THIS BY CLICKING ON THE CORRESPONDING BUTTON ("I DISAGREE" OR "I DO NOT AGREE" OR "I DO NOT ACCEPT"). YOU WILL THEN BE RE-ROUTED OUT OF THE SITE.
NOTICE: Ampere Subscription Alerts are not intended to be the primary change notification system for Ampere products and Ampere reserves the right to make changes to its products, data sheets, or related product information without notice. Ampere advises its customers and partners to periodically obtain the latest version of relevant information from its website (www.amperecomputing.com) or technical support team at firstname.lastname@example.org.