PLEASE NOTE: SECTION 23 BELOW CONTAINS A BINDING ARBITRATION CLAUSE, WAIVER OF THE RIGHT TO A TRIAL BY JURY AND CLASS ACTION WAIVER. IT AFFECTS YOUR RIGHTS ABOUT HOW TO RESOLVE ANY DISPUTE WITH US. PLEASE READ IT.
Welcome to the emdeveloper.com Web site (the "Site"). Through the Site, you may have access to a variety of resources and content. These include: (a) developer and design tools, firmware, software, software programs and any associated electronic documentation (in each case, in whole or in part) that you access via the Site as well as any updates or upgrades to such software programs or documentation, if any, provided to you at EM’s sole discretion. (collectively, "Software"); (b) Web pages, data, messages, text, images, photographs, graphics, audio and video, and documents such as press releases, white papers, how to documentation, product data sheets, PC board schematics, layouts, and component lists / bill of materials and product and marketing information (collectively, "Materials"); and (c) community forums, chat functionality, blogs, sharing sites, mobile applications, supplier data exchanges, and other services in connection with which you can upload, download, share, email, post, publish, transmit or otherwise access or make available Content (as such term is defined below) (collectively, "Community Services"). Software, Materials, Community Services, and other information, content and services are collectively referred to as "Content."
1. Persons Not of Age of Majority
Persons who are not of the age of majority are not eligible to use the Site, and we ask that no information in relation to such persons be submitted to us.
2. Privacy Statement
3. Terms Applicable to Specific Content and Areas of the Site
4. Use of Software
5. Use of Materials
6. Use of Community Services
Community Services are provided as a convenience to you and EM is not obligated to provide any technical support for, or participate in, Community Services. While Community Services may include information regarding EM products and services, including information from EM employees, they are not an official customer support channel for EM.
Notwithstanding anything else to the contrary, in no event shall this Site or any Content provided on or through this Site be used or provided in any way in or with: (i) life-critical medical equipment, products or services. Life-critical medical equipment is medical equipment where failure of such equipment would cause serious bodily injury or death (e.g., life support, pacemakers, defibrillators, heart pumps, neurostimulators, and implantables). Such equipment includes, without limitation, all medical devices identified by the U.S. Food and Drug Administration as Class III devices and equivalent classifications outside the U.S; (ii) military, armament, nuclear or aerospace applications or environments; or (iii) automotive applications unless specifically designated by EM as automotive-grade.
8. Reservation of Rights
The Site and Content provided on or through the Site are the intellectual property and copyrighted works of EM or a third party provider. All license, rights, title and interest not expressly granted with respect to the Site and Content provided on or through the Site are reserved. All Content is provided on an "As Is" and "As Available" basis, and EM reserves the right to terminate the permissions granted to you in Sections 4, 5 and 6 above and your use of the Content at any time, for any reason, without notice and without liability of any kind.
9. Your Content
You agree that you will only upload, share, post, publish, transmit, or otherwise make available ("Share") on or through the Site, Content that you have the right and authority to Share and for which you have the right and authority to grant to EM all of the licenses and rights set forth herein. By Sharing Content, you grant EM a worldwide, perpetual, royalty-free, irrevocable, nonexclusive, fully sublicensable license to use, reproduce, modify, adapt, translate, publish, publicly perform, publicly display, broadcast, transmit and distribute the Content for any purpose and in any form, medium, or technology now known or later developed. This includes, without limitation, the right to incorporate or implement the Content into any EM product or service, and to display, market, sublicense and distribute the Content as incorporated or embedded in any product or service distributed or offered by or on behalf of EM without compensation or attribution to you. You warrant that: (a) you have the right and authority to grant this license; (b) EM's exercise of the license and/or rights granted pursuant to this license will not infringe or otherwise violate any third party rights; and (c) all so-called moral rights in the Content have been waived to the full extent allowed by law.
You agree that you will neither use the Site in a manner, nor Share any Content, that: (a) is false or misleading; (b) is defamatory, derogatory, degrading or harassing of another or constitutes a personal attack; (c) invades another's privacy or includes, copies or transmits another's confidential, sensitive or personal information; (d) promotes bigotry, racism, hatred or harm against any group or individual; (e) is obscene or not in good taste; (f) violates or infringes or promotes the violation or infringement of another's rights, including intellectual property rights; (g) you do not have the right and authority to Share and grant the necessary rights and licenses for; (h) violates or promotes the violation of any applicable laws or regulations; (i) contains a solicitation of funds, goods or services, or promotes or advertises goods or services; or (j) contains any viruses, Trojan horses, or other components designed to limit or harm the functionality of a computer, systems, network or data. EM may report you to the relevant authorities and may act under the fullest extent of applicable laws if you transmit or upload content intended or designed to cause harm.
EM does not want to receive confidential information from you through or in connection with the Site. Notwithstanding anything that you may note or state in connection with Sharing Content, it shall not be considered confidential information and shall be received and treated by EM on a non-confidential and unrestricted basis and EM shall not take and shall not be required to take any steps to safeguard the confidentiality of any information that you Share, other than as specified in EM's Privacy Statement.
10. Security, Passwords and Means of Accessing the Site and Content
You agree not to: (a) access or use the Site in any manner that could damage, disable, overburden, or impair any EM accounts, computer systems or networks; (b) gain unauthorized access to any parts of the Site or any EM accounts, computer systems or networks; (c) interfere or attempt to interfere with the proper working of the Site or any EM accounts, computer systems or networks; or (d) use any robot, spider, scraper or other automated means to access the Site or any EM accounts, computer systems or networks without EM's express written permission.
11. No Unlawful or Prohibited Use
EM has no obligation to monitor the Site or screen Content that is Shared on or through the Site. However, you consent that EM reserves the right to review the Site and Content and to monitor all use of and activity on the Site, and to add, revise, update, remove or choose not to make available on or through the Site any Content in its sole discretion and without notice and liability of any kind. EM may remove Content that is confidential or proprietary to a third party without that third party's permission.
13. Third Party Web Sites, Content, Products and Services
The Site provides links to Web sites and access to Content, products and services of third parties, including users, advertisers, affiliates and sponsors of the Site only as a convenience without endorsement of any kind. EM is not responsible for third party Content provided on or through the Site or for any changes or updates to such third party Web sites, and you bear all risks associated with the access to, and use of, such Web sites and third party Content, products and services
15. Termination of Use
EM may, in its sole discretion, at any time discontinue providing or limit access to the Site, any areas of the Site or Content provided on or through the Site. You agree that EM may, in its sole discretion, at any time, terminate or limit your access to, or use of, the Site or any Content. Without limiting any of the foregoing, EM may terminate or limit your access to or use of the Site if EM determines, in its sole discretion, that you have infringed the copyrights of a third party. You agree that EM shall not be liable to you or any third-party for any termination or limitation of your access to, or use of, the Site or any Content, including Content that you may have Shared.
EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE, THE SITE, AND ALL CONTENT PROVIDED ON OR THROUGH THE SITE, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. EM MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, LACK OF NEGLIGENCE. AND LACK OF SECURITY. EM DISCLAIMS ANY WARRANTY OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, AND NON-INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS WITH REGARD TO THE SITE AND ALL CONTENT PROVIDED ON OR THROUGH THE SITE OR YOUR USE OF THE SITE AND ALL CONTENT PROVIDED ON OR THROUGH THE SITE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE, AND ALL CONTENT PROVIDED ON OR THROUGH THE SITE IS WITH YOU. SHOULD THE SITE AND/OR ANY CONTENT PROVIDED ON OR THROUGH THE SITE PROVE DEFECTIVE, YOU ASSUME THE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. ANY VOLUNTARY ACTIVITIES EM OR ANY OF ITS THIRD PARTY PROVIDERS MAY PERFORM FOR OR ON BEHALF OF YOU AT YOUR REQUEST OR OUR DISCRETION AND WITHOUT ANY ADDITIONAL CHARGE ARE PROVIDED “AS IS” WITH ALL FAULTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EM OR AN EM AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY NOTHING CONTAINED IN THIS AGREEMENT WILL BE CONSTRUED AS A WARRANTY OR REPRESENTATION BY EM TO MAINTAIN PRODUCTION OF ANY EM PARTIES’ COMPONENT, APPLICATION, PRODUCT OR SERVICE OR OTHER HARDWARE OR SOFTWARE WITH WHICH THE CONTENT MAY BE USED.
17. LIMITATION OF LIABILITY
18. EXCLUSIONS AND LIMITATIONS
19. Your Acknowledgements
You acknowledge, understand and agree that:
(i) EM reserves the right to make changes or updates to, and monitor the use of, the Site and Content provided on or though the at any time, for any reason and without notice or liability of any kind;
(ii) all semiconductor products (also referred to herein as “components”) are sold subject to the applicable EM Parties’ terms and conditions of sale and corresponding written warranties, if any, supplied at the time of order acknowledgment by such EM Parties;
(iii) except where mandated by applicable law, testing of all parameters of each component is not necessarily performed;
(iv) the EM Parties assume no liability for applications assistance or the design of your applications, products and/or services;
(v) you are solely responsible for your applications, products and/or services using the EM Parties’ components;
(vi) the EM Parties do not warrant or represent that any license, either express or implied, is granted under any patent right, copyright, mask work right, or other intellectual property right relating to any combination, machine, or process in which the EM Parties’ components are used;
(vii) information published by the applicable EM Party regarding third-party applications, products and/or services does not constitute a license to use such applications, products and/or services or a warranty or endorsement thereof; and the use of such information may require a license from a third party under the patents or other intellectual property of the third party, or a license from the applicable EM Parties under the patents or other intellectual property of the applicable EM Parties;
(viii) resale of any EM Parties’ components, applications, products or services with statements different from or beyond the parameters expressly stated by the EM Parties for that component, application, product or service voids all express and any implied warranties for the associated EM Parties’ component, application, product or service and is, subject to applicable laws, rules and regulations, including, but not limited to, an unfair and deceptive business practice, and the EM Parties are not responsible or liable for any such statements;
(ix) you are solely responsible for compliance with all legal, regulatory, and safety-related requirements concerning your applications, products and/or services, and any use of the EM Parties’ components in your applications, products and/or services, notwithstanding any applications, products and/or services-related information or support that may be provided by or on behalf of the EM Parties;
(x) you represent that you have all the necessary expertise to create and implement safeguards which anticipate dangerous consequences of failures, monitor failures and their consequences, lessen the likelihood of failures that might cause harm and take appropriate and timely remedial actions;
(xi) You understand and agree that you remain solely responsible for using your independent analysis, evaluation, and judgment in designing and developing your applications, products and services;
(xii) you will fully indemnify the EM Parties against any damages arising out of the use of any EM Parties’ components in any of your any applications, products and/or services, including, but not limited to safety-critical applications, products and/or services.
20. Export Restrictions/Legal Compliance
21. Availability of Products
Information on the Site may reference or cross-reference EM products, programs, or services that might not be available in your location. Such references do not imply that EM plans to make such products, programs, or services available in your location. Please contact your local EM representative for more information.
22. Waiver and Severability
23. Dispute Resolution = Arbitration, No Class Actions
PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.
You and EM agree to be bound by the following procedure to resolve any and all disputes between you and EM. This provision applies to all users of the Site and consumers to the fullest extent allowable by law. By accepting these terms, you and EM expressly waive the right to a trial by jury or to participate in a class action. This agreement is intended to be interpreted broadly. The arbitrator, and not any local, state or federal court, has the exclusive authority to resolve any and all disputes arising between us, including any dispute relating to the interpretation, scope, enforceability, or formation of this agreement to arbitrate, including but not limited to any claim that all or any part of this agreement to arbitrate is unenforceable. This Section covers any and all disputes between you and EM (“Disputes”), including without limitation:
The only disputes that are not covered by this Section are the following:
A. Informal Negotiations/Notice of Dispute. You and EM agree to first attempt to negotiate any Dispute informally for at least 30 days before initiating arbitration. Such informal negotiations commence upon receipt of written notice from one person to the other (“Notice of Dispute”). Notices of Dispute must: (a) include the full name and contact information of the complaining party; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought ("Demand"). EM will send its Notice of Dispute to your billing address (if you provided it to us) or to the email address you provided to us. You will send your Notice of Dispute to: EM Microelectronic-US, Inc , 1200 Harbor Boulevard, Weekhawken, NJ 07086; ATTENTION: Legal Department.
B. Binding Arbitration. If you and EM are unable to resolve a Dispute through informal negotiations within 30 days after receipt of the Notice of Dispute, either you or EM may elect to have the Dispute finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT BY THIS PROVISION, YOU AND EM ARE FOREGOING THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be administered by the American Arbitration Association ("AAA) under its Commercial Arbitration Rules and, where appropriate, its Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, or if you send EM a notice to the Notice of Dispute address above indicating that you are unable to pay the fees required to initiate an arbitration, then EM will promptly pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, and shall provide a statement of reasons if requested by either party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. You and EM may litigate in court to compel arbitration, to stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
C. Restrictions. You and EM agree that any arbitration shall be limited to the Dispute between EM and you individually, regardless whether the relief sought is monetary or injunctive relief, and any relief awarded in arbitration shall be applicable only to you in your individual capacity. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) no Dispute shall be arbitrated on a class basis or utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or on behalf of any person other than yourself. YOU AND EM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and EM agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this agreement to arbitrate shall be null and void.
D. Location. If you are a resident of the United States, arbitration will take place at any reasonable location convenient for you. For residents outside the United States, arbitration shall be initiated in the County of New York, State of New York, United States of America, and you and EM agree to submit to the personal jurisdiction of that court, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
E. Recovery and Attorneys’ Fees. If the arbitrator rules in your favor on the merits of any claim you bring against EM and issues you an award that is greater in monetary value than EM's last written settlement offer made before written submissions are made to the arbitrator, then EM will:
F. Limitation on Arbitrator’s Authority. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.
G. Changes to This Provision. EM will not enforce material changes to this agreement to arbitrate against account holders absent express agreement to the changed terms.
24. Applicable Law/Venue
25. Contact Information.
26. Notice to You
You provide your affirmative consent that we may notify you, at our discretion, by email, postal mail, postings within the Site, or other legally acceptable means.
27. Application Platform Terms
28. Notification of Copyright Infringement
DMCA. We respect the Intellectual Property Rights of others and we expect our users to do the same. We will respond to clear notices of copyright infringement consistent with the Digital Millennium Copyright Act (“DMCA”).
Take-Down Notice. If you believe that your work has been infringed in connection with the Site, please provide written notification via regular mail or via fax (not via email or phone) to our Copyright Agent (contact information below) that contains all of the following elements:
(a) A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed;
(b) A description of the copyrighted work(s) infringed;
(c) A description of where the content that you claim is infringing is located on the Site;
(d) Information sufficient to permit us to contact you, such as your physical address, telephone number, and email address;
(e) A statement by you that you have a good faith belief that the use of the content identified in your notice in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(f) A statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf.
Before you file the notification, please carefully consider whether or not the use of copyrighted material at issue is protected by the “fair use” doctrine, as you could be liable for costs and attorneys’ fees should you file a takedown notice where there is no infringing use. If you are unsure whether a use of your copyrighted material constitutes infringement, please contact an attorney.
Counter-Notice. If you believe we disabled or removed access to your content as a result of an improper copyright infringement notice, please provide, pursuant to the DMCA, written notification via regular mail or via fax (not via email or phone) to our Copyright Agent (contact information below), which must contain all of the following elements:
(a) A physical or electronic signature of the subscriber;
(b) Identification of the content that was removed from the Site and the location of the Site on which the content appeared before it was removed;
(c) A statement under penalty of perjury that you have a good faith belief that the content was removed or disabled as a result of mistake or misidentification of the content to be removed or disabled;
(d) Information sufficient to permit us to contact you, such as your physical address, telephone number, and email address; and
(e) A statement that you consent to jurisdiction of the Federal District court for the district where you reside (or of New York County, New York if you reside outside of the United Sates) and that you will accept service of process from the person who provided notification under DMCA subsection (c)(1)(C) or an agent of the person.
Before you file a counter-notification, please carefully consider whether or not the use of the copyrighted material at issue is infringing, as you could be liable for costs and attorneys’ fees in the event that a court determines your counter-notification misrepresented that the content was removed by mistake. If you are unsure whether use of the content at issue constitutes infringement, please contact an attorney.
Copyright Agent. Our Copyright Agent for notice of claims of copyright infringement can be reached as follows:
The Swatch Group (U.S.) Inc.
1200 Harbor Boulevard
US-Weehawken, NJ 07086
Attn: Copyright Agent/Corporate Counsel
By fax: 201 558 5042
By telephone: 201 271 1400
The Copyright Agent will not remove content from the Site in response to phone or email notifications regarding allegedly infringing content, since a valid DMCA notice must be signed, under penalty of perjury, by the copyright owner or by a person authorized to act on his or her behalf. Please submit the notifications by fax or ordinary mail only and as further described by this section. The Copyright Agent should be contacted only if you believe that your work has been used or copied in a way that constitutes copyright infringement and that the infringement is occurring on the Site. All other inquiries directed to the Copyright Agent will not be responded to.
29. Entire Agreement
Last Revised: December 21, 2016