These Terms and Conditions Affect Your Legal Rights!
- Usage Agreement.
These terms and conditions
("Terms") apply to all users
("You(r)") of Virtio products
and services through the Virtio web site ("Site
"). Please take the time to read these Terms carefully and
understand their full contents before using the Site. Virtio may modify
these Terms at any time without notice. Any modifications shall be effective
immediately upon the posting of such modifications on the Site or notification
to You by other means. By accessing this Site You agree to review these Terms
periodically and be bound by any modifications or amendments to them. These
Terms were last revised on May 23, 2000.
- Use of Software.
Virtio will make available to You
an integrated development environment that contains certain source and object
code for software, development tools, utilities, design examples, accompanying
documentation and materials ("Software
"). Your use of the Software is subject to these Terms and the
Software License contained in the license agreement accompanying the download
of such Software.
- Use of Content.
This Site contains graphics, text,
design examples, models, files and other material (" Content(s)") that are owned by Virtio and
its licensors. You may use, view and download Content only as provided in the
Content license granted in Section 4. Unauthorized use of the Content will
violate copyright, trademark or other U.S. and international laws.
- License Grant.
4.1 Ownership of Software. The Software contained
on the Site or other electronic media contain the intellectual property
of Virtio. All title, ownership and rights in and to the Software
including enhancements, improvements, and other additions thereto shall
remain the sole and exclusive property of Virtio and its licensors.
4.2 Software License Grant. Subject to these Terms,
Virtio grants You a revocable, non-transferable, non-exclusive license to
use the Software solely for Your individual use. You agree not to: (a) use
the Software to provide computer services to third parties, (b) disassemble,
decompile, or reverse engineer the Software, (c) modify the Software or
adapt, translate or otherwise create any program, documentation or other
work that is based on or incorporates any part of the Software, or (d)
remove or alter any proprietary notices associated with the Software.
Without limiting the scope of the foregoing restrictions, You agree not to
use the Software to design, develop, test, sell or manufacture any
inherently dangerous application, requiring fail-safe performance, such as
the operation of nuclear facilities, aircraft navigation or communication
systems, air traffic control systems, or weapons control systems, where
failure could result in death, personal injury, severe environmental
damage, catastrophic damage or mass destruction. YOU AGREE THAT VIRTIO
AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING
FROM THE USE OF THE SOFTWARE IN SUCH APPLICATIONS.
4.3 Ownership of Content. Virtio will own and retain
all right, title and interest in and to its intellectual property in Virtio's
Content, including but not limited to, any copyrights contained in its Content.
4.4 Content License. Virtio grants You a revocable,
nontransferable, royalty-free license to use, view and download the Content
solely for Your personal use and for the creation of designs and models using
Virtio Software. You may not sell or modify the Content or reproduce, publicly
display, publicly perform, distribute, create derivative works of or otherwise
use the Content, except as permitted in these Terms. You may not copy, use or
adapt any script or code that Virtio uses to generate the pages on the Site.
You agree not to alter or delete any copyright or other proprietary notice
that may appear in the Content without Virtio's prior written consent.
4.5 License to Use Embedded Software and Content. Subject
to these Terms, Virtio grants You a revocable, non-exclusive, nontransferable,
license to copy, distribute, publicly perform and publicly display Virtio's
Software, solely to display Your designs, provided that Your designs were
created on the Site using Virtio Software. Subject to these Terms, Virtio
grants You a revocable, non-exclusive, nontransferable, license to copy,
distribute, publicly perform and publicly display Virtio's Content in the
designs that You create using the Software and Content on the Site provided
that such Content remains embedded within Your designs and is not used,
reproduced, displayed, performed, or distributed separate from Your designs.
Any other reproduction, redistribution, display of the Software or Content,
or creation of a derivative work of the Software or Content is expressly
prohibited.
4.6 Termination. Virtio may terminate Your right to use
our Site and all Software and Content. Upon such termination, You agree to cease
all use of all Virtio Software and Content, including but not limited to use in
connection with any product or associated materials that are created using this
Site, the Software or Content.
- Representations and Warranties.
You represent and warrant that
You have complied and shall continue to comply with all legislation, rules and regulations
when using all Software, Content and services contained on the Site and have read and
understand these Terms. You acknowledge that the Software and Content may be subject to
export control laws and regulations, including but not limited to the U.S. Export
Administration Act of 1979, as amended, and the regulations promulgated thereunder. You
represent that You are not a resident of and will not use the Software and Content in a
country that is subject to these regulations.
- Operational Polices.
6.1 No Control. Virtio has no control over the quality,
safety or legality of the products and designs created by users of the Site.
Virtio cannot and does not screen designs, content and models that You develop
on the Site. Without limiting other remedies, Virtio, in its sole discretion,
may issue suspend or terminate Your use of the Site if You breach these Terms
or if Virtio believes that Your actions may cause legal liability for You,
Virtio or Virtio users.
6.2 Prohibited Activities. In order to maintain a valuable
service that meets the needs of Virtio users and avoids the harm that can result
from the dissemination of statements that are false or harmful, it is necessary
to establish the following rules to protect against abuse. While using the Site
You may not: (a) transmit any message anonymously or under a false name or user
identification; (b) transmit any unlawful, abusive or otherwise objectionable
information of any kind, including without limitation any transmission constituting
or encouraging conduct that would constitute a criminal offense or give rise to
civil liability under any applicable law; (c) transmit any message which discloses
private or personal matters concerning any person, including, but not limited to,
messages or information which would violate a person's rights of privacy or publicity;
(d) transmit any information, file or software that contains a virus, worm, Trojan
Horse or any other contaminating or destructive features; or (e) infringe the
copyright, trademark, trade secret or other intellectual property rights of others,
or interfere, in any way, with other users' use of or access to the Site.
- NO WARRANTY.
7.1 VIRTIO PROVIDES THE SITE "AS IS". BY ACCESSING
THIS SITE, YOU ASSUME ALL RESPONSIBILITY AND RISK OF USE OF THE SITE, CONTENT AND
SOFTWARE AND ANY DESIGNS THAT YOU PRODUCE USING THE SOFTWARE, CONTENT OR SERVICES
CONTAINED ON THE SITE. VIRTIO PROVIDES THIS SITE, THE SOFTWARE AND CONTENT ON AN
"AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR NON-INFRINGEMENT. VIRTIO DOES NOT WARRANT THAT THE CONTENT
OF THE SITE IS ACCURATE, RELIABLE OR COMPLETE. VIRTIO DOES NOT WARRANT THAT THE
SOFTWARE OR ANY PRODUCTS ON THIS SITE WILL FUNCTION WITHOUT DEFECTS OR THAT ITS
SOFTWARE OR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE
OF THE SITE, THE SOFTWARE OR CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACEMENT
OF EQUIPMENT OR DATA, VIRTIO IS NOT RESPONSIBLE FOR SUCH COSTS. SOME JURISDICTIONS
DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY
TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER
RIGHTS THAT VARY BY JURISDICTION.
7.2 SECURITY. VIRTIO DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED
OR SECURE ACCESS TO OUR SITE. VIRTIO DOES NOT GUARANTEE THAT ACCESS TO YOUR DESIGNS OR
MODELS WILL BE SECURE FROM HACKERS OR ILLEGAL ACTIVITY. YOU ARE RESPONSIBLE FOR
IMPLEMENTING SUFFICIENT SYSTEMS AND PROCEDURES TO SATISFY YOUR PARTICULAR SECURITY
REQUIREMENTS, MAINTAIN ACCURATE DATA AND MAINTAIN A MEANS TO RECONSTRUCT LOST DATA.
7.3 LAWFUL ACCESS. VIRTIO MAKES NO CLAIMS THAT THE SOFTWARE
AND CONTENTS MAY BE LAWFULLY VIEWED OR DOWNLOADED FROM OUTSIDE OF THE UNITED STATES.
IF YOU ACCESS THE SITE FROM OUTSIDE OF THE UNITED STATES, YOU DO SO AT YOUR OWN RISK
AND ARE RESPONSIBLE FOR COMPLIANCE WITH THE LAWS OF YOUR JURISDICTION.
- LIMITATION OF LIABILITY.
YOU AGREE AND ACKNOWLEDGE THAT UNDER NO
CIRCUMSTANCES WILL VIRTIO BE LIABLE TO YOU FOR ANY CLAIMS OR DAMAGES ARISING FROM THE USE OF
THIS SITE, SOFTWARE OR CONTENT.
- DISCLAIMER OF CONSEQUENTIAL DAMAGES.
VIRTIO SHALL NOT BE LIABLE TO
YOU OR ANY OTHER ENTITY FOR ANY DAMAGES, INCLUDING ANY SPECIAL, INCIDENTAL, INDIRECT OR
CONSEQUENTIAL DAMAGES OF ANY KIND (HOWEVER ARISING, INCLUDING BY NEGLIGENCE) INCLUDING, WITHOUT
LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA, SALES, GOODWILL OR PROFITS, WHETHER OR NOT
VIRTIO HAS BEEN ADVISED OF SUCH POSSIBILITY, OR UNDER ANY LEGAL OR EQUITABLE THEORY OF LIABILITY,
IN TORT, CONTRACT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE,
SOFTWARE OR CONTENT. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF ANY WARRANTY OR REMEDY
PROVIDED UNDER THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW
THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY
NOT APPLY TO YOU.
- Linking.
You may not frame this Site or create a border environment
around the Site, its Contents or the Software. You may not imply a partnership, affiliation
or joint venture between You and Virtio. You may not imply that Virtio endorses Your web site
or Your products nor make any representations concerning Virtio's Software, Content or services.
- User Information.
Virtio collects limited information from our
users in accordance with Virtio's Privacy Policy. By
using the Site, You agree to the terms and conditions of Virtio's Privacy Policy.
- Dispute Resolution.
You agree that any dispute or controversy
arising out of or relating to any interpretation, construction, performance or breach of
these Terms or any agreement incorporating these Terms by reference, shall be settled by
binding arbitration held in Santa Clara County, California, in accordance with the rules
then in effect of the American Arbitration Association. The decision of the arbitrator
shall be final, conclusive and binding on the parties to the arbitration. Each party shall
bear its own costs and expenses. Notwithstanding anything to the contrary, Virtio may seek
equitable relief in any court of proper jurisdiction. You hereby submit to the jurisdiction
and venue in any court located in Santa Clara County, California.
- Notices.
Except as explicitly stated otherwise, any notices must
be sent to Virtio in English by postal service at:
Virtio Corporation
1688 Dell Ave. Suite 210
Campbell, CA 95008
Facsimile: (408)341-0849
Attention: Shay Benchorin
Notice shall be deemed given 24 hours after the mail is received. Alternatively, Virtio may
send You notice by e-mail, certified mail, postage prepaid, or return receipt requested, to
the address You provide to Virtio. In such case, notice shall be deemed given 3 days after
the date of mailing.
- General Terms.
The parties expressly agree that they are
independent contractors and that these Terms are not intended to be interpreted as a joint
venture or partnership between the parties. These Terms will inure to the benefit of, and
will be binding on, each party's permitted successors and assigns. You may not assign any
benefits or obligations contained in these Terms and any assignment by You is null and void.
No waiver by Virtio of the breach of any provision of these Terms will be considered a
waiver of any preceding or succeeding breach of the same or similar nature. The headings
of the clauses of these Terms are solely for the purpose of convenience and will not be used
in the interpretation of any provision. These Terms and all collateral matters will be
governed by and construed in accordance with California law, without regard to or
application of conflicts of law rules or principles. The prevailing party in any dispute
relating to these Terms will be entitled to recover associated costs, including the
reasonable fees of attorneys and other professionals. These Terms contain the entire
understanding of the parties relating to the subject matter, and these Terms cannot be
waived or altered in whole or in part except in writing, signed by both parties. If any
part of these Terms is determined to be invalid or unenforceable pursuant to applicable
law including, but not limited to, the warranty disclaimers and liability limitations, such
invalid provisions shall be deemed to be superseded by a valid, enforceable provision that
emulates the intent of the original provision and the remainder of these Terms shall
continue in effect. Each party agrees that, in its respective dealings with all other
parties under or in connection with these Terms, it shall act in good faith. |
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