- Background. The Website is intended to provide information about CEVA, its variety of products, its activity and to enable our users to register to the Website and receive services such as receipt of updates and newsletters, invitations to conferences and events held by CEVA and download certain information from the Website.
- Modification. We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective ten (10) days following posting of the revised Terms on the Website, and your continued use of the Website thereafter means that you accept those changes.
- Ability to Accept Terms. The Website is only intended for individuals aged thirteen (13) years or older. If you are under 13 years please do not visit or use the Website. If you are between 13 and 18 years of age, then you must review these Terms with you parent or guardian before visiting or using the Website to make sure that you and your parent or guardian understand these Terms and agree to them.
- Website Access. For such time as these Terms are in effect, we hereby grant you permission to visit and use the Website provided that you comply with these Terms and applicable law.
- Restrictions. You shall not: (i) copy, distribute or modify any part of the Website without our prior written authorization; (ii) use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose Content (defined below), except as expressly authorized herein; (iii) disrupt servers or networks connected to the Website; (iv) use or launch any automated system (including without limitation, "robots" and "spiders") to access the Website; and/or (v) circumvent, disable or otherwise interfere with security-related features of the Website or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Website.
Intellectual Property Rights.
- Content and Marks. The (i) content on the Website, including without limitation, the text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds and services (collectively, the "Materials"), (ii) User Submissions, as defined below (together with the Materials, the "Content") and (iii) the trademarks, service marks and logos contained therein ("Marks"), are the property of CEVA and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. "CEVA", the CEVA logo, and other marks are Marks of CEVA or its affiliates. All other trademarks, service marks, and logos used on the Website are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Website and the Content.
- Use of Content. Content on the Website is provided to you for your information and personal use only and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the Content you must retain all copyright and other proprietary notices contained therein.
Third Party Sources and Content.
- The Website enables you to view, access, link to, and use content from Third Party Sources (defined below) that are not owned or controlled by us ("Third Party Content"). The Website may also enable you to communicate and interact with Third Party Sources. "Third Party Source(s)" means: (i) third party webWebsites and services; and (ii) our partners and licensees.
- We are not responsible for, and we expressly disclaim all warranties regarding, the accuracy, appropriateness, usefulness, safety, or Intellectual Property Rights (defined below) of, or relating to, any Third Party Content.
- We do not endorse any advertising, promotions, campaigns, products, services or other materials that is included in any Third Party Content or that is communicated to you from a Third Party Source.
- By using the Website you may be exposed to Third Party Content that is inaccurate, offensive, indecent, or objectionable. You always have the choice of deciding whether or not to interact with a Third Party Source or to view and use Third Party Content. Your interaction with a Third Party Source and your use of, and reliance upon, any Third Party Content is at your sole discretion and risk.
- You are solely responsible and liable for your interaction with a Third Party Source. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against CEVA, and release CEVA from any and all liability, arising from your use of and interaction on any Third Party Content and from your interaction with any Third Party Source. If you have any query or complaint regarding a Third Party Source or any Third Party Content, you agree to contact the Third Party Source directly.
- Responsibility. The Website may permit the submission, hosting, sharing and publishing of Content by you and other users ("User Submissions"). You understand that whether or not such User Submissions are published, we do not guarantee any confidentiality with respect to any User Submissions. You shall be solely responsible for your User Submissions and the consequences of posting, publishing or uploading them. We have complete discretion whether to publish your User Submissions and we reserve the right in our sole discretion and without further notice to you, to monitor, censor, edit, remove, delete, and/or remove any and all Content posted on the Website (including User Submissions) at any time and for any reason.
- Ownership. You represent and warrant that you own or have the necessary rights and permissions to use and authorize CEVA to use all Intellectual Property Rights (defined below) in and to your User Submissions, and to enable inclusion and use thereof as contemplated by the Website and these Terms. Unless the User Submissions are separately referred to, all references herein to Content shall include references to User Submissions. "Intellectual Property Rights" means any and all rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic. You retain all of your ownership rights in and to your User Submissions.
- License to User Submissions. By submitting the User Submissions to CEVA, you hereby grant CEVA a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of display, and perform the User Submissions in connection with the Website and CEVA's business, including without limitation for redistributing part or all of your User Submissions (and derivative works thereof) in any media formats and through any media channels and, and you hereby waive any moral rights in your User Submissions, to the extent permitted by law. You also hereby grant each user of the Website or other viewer or user of the User Submission a non-exclusive right to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions, all in accordance with these Terms.
- Prohibited Content. You agree that you will not display, post, submit, publish, upload or transmit a User Submission that: (i) is unfair or deceptive under the consumer protection laws of any jurisdiction; (ii) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights; (iii) creates a risk to a person’s safety or health, creates a risk to public safety or health, compromises national security, or interferes with an investigation by law enforcement; (iv) impersonates another person; (v) promotes illegal drugs, violates export control laws, relates to illegal gambling, or illegal arms trafficking; (vi) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is inappropriate; (vii) involves theft or terrorism; or (viii) is otherwise malicious or fraudulent.
- Exposure. You understand and acknowledge that when accessing and using the Website: (i) you will be exposed to User Submissions from a variety of sources, and that CEVA is not responsible for the accuracy, usefulness, safety, or Intellectual Property Rights of, or relating to, such User Submissions; and (ii) you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable. You hereby agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against CEVA with respect to (i) and (ii) herein.
- Information Description. We attempt to be as accurate as possible. However, we cannot and do not warrant that the Content available on the Website is accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the Content, or any part thereof, in our sole judgment, without the requirement of giving any notice prior to or after making such changes to the Content. Your use of the Content, or any part thereof, is made solely at your own risk and responsibility.
- Disclosure. We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Website, and your use thereof, as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce the Website Terms, including to investigate potential violations of them, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of CEVA, its users or the public.
- CEVA permits you to link to the Website provided that: (i) you link to but do not replicate any page on this Website; (ii) the hyperlink text shall accurately describe the Content as it appears on the Website; (iii) you shall not misrepresent your relationship with CEVA or present any false information about CEVA and shall not imply in any way that we are endorsing any services or products, unless we have given you our express prior consent; (iv) you shall not link from a webWebsite that you do not own; (v) your webWebsite, and domain name, does not contain content that (a) is offensive or controversial (both at our discretion), or (b) infringes any intellectual property, privacy rights, or other rights of any person or entity; and/or (vi) you, and your webWebsite, comply with these Terms and applicable law.
- Warranty Disclaimers.
- This section applies whether or not the services provided under the Website are for payment. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply.
- THE WEBSITE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. CEVA HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. CEVA DOES NOT GUARANTEE THAT THE WEBSITE WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS. THE WEBSITE MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. YOU AGREE THAT CEVA WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS. WE DO NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT IS FEATURED OR ADVERTISED ON THE WEBSITE BY A THIRD PARTY.
- CEVA DOES NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT THAT APPEARS IN A USER SUBMISSION, AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO, AND DISCLAIMS ALL LIABILITY FOR, ANY SUCH CONTENT.
- YOU SPECIFICALLY ACKNOWLEDGE THAT CEVA SHALL NOT BE RESPONSIBLE FOR THE USER SUBMISSIONS OR CONDUCT (INCLUDING DEFAMATORY, OFFENSIVE, ILLEGAL, OR NEGLIGENT CONDUCT) OF ANY WEBSITE USER AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
- YOUR RELIANCE ON, OR USE OF, ANY USER SUBMISSION, OR INTERACTION WITH ANY WEBSITE USER OR OWNER, IS AT YOUR SOLE RISK. IF YOU HAVE A DISPUTE WITH ANY WEBSITE USER OR OWNER IN CONNECTION WITH THE WEBSITE OR ANY USER SUBMISSION, YOU AGREE THAT CEVA IS NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE. CEVA RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE.
- CEVA Forward-Looking Statements. The documents contained in (or directly accessible from) this Website concerning CEVA’s future expectations, plans and prospects are "forward-looking statements", which are subject to certain risks and uncertainties that could cause actual results that differ materially from those stated. Any statements that are not statements of historical fact (including, without limitation, statements to the effect that the company or its management "believes", "expects", "anticipates", "plans" and similar expressions) should be considered forward-looking statements. These statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described, including the following:
- The industries in which we license our technology may experience a challenging period of slow growth that negatively impacts and could continue to negatively impact our business and operating results;
- The markets in which we operate are highly competitive, and as a result we could experience a loss of sales, lower prices and lower revenue;
- Our operating results fluctuate from quarter to quarter due to a variety of factors including our lengthy sales cycle, and are not a meaningful indicator for future performance;
- We rely significantly on revenue derived from a limited number of licensees; and
- Other risks discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations--Factors that Could Affect Our Operating Results" in our quarterly report on Form 10-Q, filed with the U.S. Securities and Exchange Commission.
Limitation of Liability.
- TO THE FULLEST EXTENT PERMISSIBLE BY LAW, CEVA SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS OR REPUTATION, ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE WEBSITE, EVEN IF CEVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.
- IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CEVA FOR ANY DAMAGES ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE WEBSITE , SHALL NOT IN ANY CIRCUMSTANCE EXCEED THE TOTAL AMOUNTS, IF ANY, ACTUALLY PAID BY YOU TO CEVA FOR USING THE WEBSITE WITHIN THE THREE (3) MONTHS PRECEDING THE DATE OF BRINGING A CLAIM
- Indemnity. You agree to defend, indemnify and hold harmless CEVA and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) your use of, or inability to use, the Website; (ii) your User Submissions; (iii) your interaction with any Website user; or (iv) your violation of these Terms.
- Term and Termination. These Terms are effective until terminated by CEVA or you. CEVA, in its sole discretion, has the right to terminate these Terms and/or your access to the Website, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of these Terms). CEVA shall not be liable to you or any third party for termination of the Website, or any part thereof. If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Website in any way, your only recourse is to immediately discontinue use of the Website. Upon termination of these Terms, you shall cease all use of the Website. This Section 17 and Sections ?6 (Intellectual Property Rights), 8 (License to User Submissions), 12 (Privacy), 13 (Warranty Disclaimers), 15 (Limitation of Liability), 16 (Indemnity) and 18 (Independent Contractors) to 20 (General) shall survive termination of these Terms.
- Independent Contractors. You and CEVA are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and CEVA. You must not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of CEVA.
- Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by CEVA without restriction or notification to you.
- General. CEVA reserves the right to discontinue or modify any aspect of the Website at any time. Such change will be effective following the earlier of: (a) sending to the email address you provided to us, or (b) ten (10) days following posting of the revised Terms on the Website, and your continued use of the Website thereafter means that you accept those changes. These Terms and the relationship between you and CEVA shall be governed by and construed in accordance with the laws of the State of California, without regard to its principles of conflict of laws. You agree to submit to the personal and exclusive jurisdiction of the courts located in Santa Clara County, California and the United States District Court for the Northern District of California and waive any jurisdictional, venue, or inconvenient forum objections to such courts, provided that CEVA may seek injunctive relief in any court of competent jurisdiction. These Terms shall constitute the entire agreement between you and CEVA concerning the Website. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Last updated: February 3, 2016
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