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Terms of Use

These IntelliProp Terms of Use (“Terms”) apply to your use of the IntelliProp website located at www.intelliprop.com (the “Site”). Please contact IntelliProp to review our Privacy Policy and to learn how we process personal information.

IntelliProp, Inc. (“IntelliProp”) owns and maintains the Site. By registering to the Site, clicking, or otherwise accessing, browsing and/or using the Site, you agree to be bound by these Terms and to comply with all applicable laws and regulations, including without limitation U.S. export and re-export control laws and regulations. You represent you have the legal authority to accept the Terms on behalf of yourself or any party you represent. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OR IF YOU ARE NOT CERTAIN YOU CAN COMPLY WITH THESE TERMS, DO NOT REGISTER TO, ACCESS, OR USE THE SITE. “You” means any individual who registers to, accesses, or uses the Site, as well as any entity on whose behalf you are acting.

The Site is controlled and operated in whole or in part by IntelliProp in the United States. BY ACCESSING THE SITE, YOU AGREE THAT THE STATUTES, LAWS, AND REGULATIONS OF THE UNITED STATES AND THE STATE OF COLORADO, U.S.A., WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, WILL APPLY TO ALL MATTERS RELATING TO USE OF THE SITE, AND YOU AGREE THAT ANY LITIGATION SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE STATE OR FEDERAL COURTS IN Colorado, U.S.A. The United Nations Convention on the International Sale of Goods is expressly excluded from application to these Terms.  If you access the Site from other locations you do so at your own risk and you are responsible for compliance with applicable local laws. IntelliProp makes no representation that the Content in the Site is appropriate or available for use in other locations, and access to it from territories where the Content may be illegal is prohibited. You acknowledge that IntelliProp reserves the right in its sole discretion to terminate these Terms, or refuse or terminate access to the Site by you at any time. As used herein, “Content” means documentation and information related to products and services of IntelliProp, and other information, software, photos, figures, drawings, scripting, test video, graphics, music, sounds, images, and other materials that may be covered by intellectual property rights and content (“Content”). There may be information on this Site that is outdated, contains typographical errors, inaccuracies or omissions. IntelliProp assumes no obligation to correct any errors contained on the Site, including the Content and any services made available via the Site, such as engineering software support. IntelliProp makes no commitment to update the Content. You agree that your access, use, or reliance on this Site (including any Content) is solely at your own risk.

By submitting information to IntelliProp Technical Support, you agree that faulty transmission and/or third party interception is a risk and you assume that risk by submitting information over the Internet, and agree to hold IntelliProp harmless in the event that information is received by an unintended third party.

IntelliProp reserves the right to change these Terms from time to time at its sole discretion by updating this posting, with the new terms taking effect on the date you accept the updated Terms. Your acceptance of the updated Terms by selecting or checking a box (if one is made available to you), or your continued use of the Site after we have notified you of the updated Terms, constitutes your binding acceptance of the updated version of the Terms.  If you do not agree to any updated version, you must immediately discontinue your use of the Site. In the case of any violation of these Terms, IntelliProp reserves the right to seek all remedies available by law and in equity for such violations.

Trademark Notice

The trademarks, logos and service marks displayed on the Site are the property of IntelliProp or other third parties. You are not permitted to use trademarks, logos and service marks found on the Site without the prior written consent of the trademark owner.

The IntelliProp logo is a registered trademark of IntelliProp.

IntelliProp, Mamba, Cobra, Hydra, HydraLP, Typhon, Typhon+, Orthus, Pumori, and Apache are trademarks of IntelliProp.

Gen-Z is a trademark of the Gen-Z Consortium.

CXL is a trademark of the Compute Express Link Consortium.

JEDEC is a trademark of JEDEC.

NVMe is a trademark of NVMe Express.

ONFI is a trademark of the Open NAND Flash Interface Consortium.

SATA is a trademark of the Serial ATA International Organization (SATA-IO).

U.S. Government Restricted Rights

The Content, including any software, is provided with “RESTRICTED RIGHTS”. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in FAR52.227-14 and DFAR252.227-7013 et seq. or its successor. Use of the Content by the U.S. Government constitutes acknowledgment of IntelliProp’s proprietary rights in them.

Admonitions for International Use

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable User Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. Personal information collected via the Site may be stored and processed in the United States and/or any other country in which IntelliProp or its affiliates, subsidiaries or agents maintain facilities. For more information about how we process personal information, please contact IntelliProp.

Products and Services Availability

Not all products or programs mentioned on the Site will be available in your country. Please contact IntelliProp for information as to products and services available in your country.

Ownership of Materials

Materials are copyrighted and are protected by worldwide copyright laws and treaty provisions. They may not be copied, reproduced, modified, published, uploaded, posted, transmitted, or distributed in any way, without prior written permission from IntelliProp. Except as expressly provided herein, IntelliProp and its suppliers do not grant any express or implied right to you under any patents, copyrights, trademarks, or trade secret information. Other rights may be granted to you by IntelliProp in writing or incorporated elsewhere in the Materials.

Disclaimers

Disclaimers of Warranties

NO WARRANTIES: THE SITE, INCLUDING ALL CONTENT IS PROVIDED “AS IS” “WITH ALL FAULTS” and “AS AVAILABLE,” and the entire risk as to satisfactory quality, performance, accuracy, and effort is with you to the maximum extent permitted by applicable law.  INTELLIPROP AND ITS SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, INCLUDING PATENTS, COPYRIGHTS OR OTHERWISE, OR FITNESS FOR ANY PARTICULAR PURPOSE. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS THAT THESE TERMS CANNOT CHANGE.

Disclaimer of Certain Damages

IN NO EVENT WILL INTELLIPROP OR ITS SUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE, DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY OF GOOD FAITH OR REASONABLE CARE, NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, ARISING OUT OF, BASED ON, RESULTING FROM OR IN ANY WAY RELATED TO THESE TERMS, THE SITE, OR CONTENT, EVEN IF INTELLIPROP OR ANY SUPPLIER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Limitation of Liability and Exclusive Remedy

INTELLIPROP AND ITS SUPPLIERS’ MAXIMUM, AGGREGATE LIABILITY TO YOU, AND YOUR EXCLUSIVE REMEDY FOR ANY AND ALL DAMAGES, INJURY, PROPERTY DAMAGE, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING FROM OR IN ANY WAY RELATED TO THE TERMS, THE SITE, CONTENT OR YOUR USE OF THE SITE, WILL BE TO RECOVER THE ACTUAL DAMAGES YOU INCUR BASED UPON REASONABLE RELIANCE ON THE SITE UP TO FIVE DOLLARS (U.S. $5.00).  THESE ACTUAL MONEY DAMAGES WILL BE YOUR SOLE REMEDY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE EXCLUSIONS AND LIMITATIONS CONTAINED HEREIN IN THE DISCLAIMER OF CERTAIN DAMAGES, AND THE LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY SECTIONS APPLY (A) EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND (B) WITHOUT REGARD TO WHETHER DAMAGES ARISE FROM (I) BREACH OF CONTRACT, (II) BREACH OF WARRANTY, (III) FAULT OR TORT, INCLUDING NEGLIGENCE AND MISREPRESENTATION, (IV) STRICT LIABILITY OR (V) ANY OTHER CAUSE OF ACTION, TO THE EXTENT THE EXCLUSIONS AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS OF DAMAGES MAY NOT APPLY TO YOU.

Export Requirements

You will not use or export anything from the Site in violation of U.S. export laws and regulations or these Terms.

Software, products, and technical data may not be exported or re-exported, either directly or indirectly, to the U.S. embargoed destinations or entities of Cuba, Iran, North Korea, Sudan and Syria or to persons/entities on the Denied Persons List, Unverified List, Entity List, Specially Designated Nationals List and the Debarred List, without prior written authorization from the appropriate U.S. government departments (Commerce, State Department, Treasury).

General

If any provision of these Terms is held to be unlawful, unenforceable or invalid by a court of competent jurisdiction, then such provision shall be modified to the minimum extent necessary to make it lawful, enforceable and valid, while to the fullest extent possible preserving the business and financial intent and impact of the original provision, and the remaining provisions shall remain in full force and effect. If a court of competent jurisdiction determines that any part of these Terms is invalid or unenforceable, then it will replace the invalid or unenforceable provision with a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms will continue in effect. The section titles in these Terms are used only for the parties’ convenience and have no legal or contractual significance. We may assign these Terms, in whole or in part, at any time with or without notice to you. You may not assign these Terms or assign, transfer, or sub-license your rights, if any, in the Site. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. These Terms constitute the entire agreement, and supersede all prior or contemporaneous communications of any kind, between you and us with respect to the Site.

Terms and Conditions of Sale

The following Terms and Conditions of Sale for Products constitute IntelliProp, Inc.’s (IntelliProp or IntelliProp) offer to sell and deliver ASSPs, Boards, or IP Cores (collectively the “Product”) to Customer or Customer.  Unless specifically agreed to in writing, IntelliProp rejects any terms which are different or in addition to those contained in this document.

  1. Definitions. 
    1. “ASSP” is an acronym for Application Specific Standard Product and shall mean a semiconductor device integrated circuit product developed by IntelliProp. ASSP includes IntelliProp designed FPGAs, semiconductors, and ASICs.
    2. “Board” shall mean a printed circuit board designed and manufactured by IntelliProp. Board shall include IntelliProp’s reference, evaluation, development, and testing boards.
    3. “IP Core” shall mean the building block for use within FPGA or ASIC designs offered as synthesizable RTL.  IP Core includes but is not limited to any IntelliProp provided RTL, software, firmware, reference design, reference code, bitstream, test, testbench, or script.
    4. “Product” includes but is not limited to the IntelliProp ASSP, IntelliProp Board, or IntelliProp IP Core. 
  1. Property and Ownership Rights.   IntelliProp shall retain exclusive rights to the Product.  IntelliProp design, development, or manufacture of Product for Customer shall not be deemed to produce a work made for hire and shall not give to Customer any patent, copyright, trademark, or any other intellectual property right interest in the Product or any portion thereof.  Tooling, fixtures, test equipment, models, patterns, molds, processing, software and technology and other proprietary information shall remain the sole property of IntelliProp. Payment of any costs or expenses related to any of the foregoing (including without limitation non-recurring expenses) shall not be deemed to grant Customer any ownership interest therein.  IntelliProp offers its Product subject to the condition that such sale does not convey any license, expressly or otherwise, under any patent, copyright, trademark, mask work or the like with respect to which IntelliProp can grant licenses covering compete equipment, or any compilation, assembly, combination, method or process in which any such Products are used as components.  IntelliProp reserves its rights under such patents, copyrights, trademarks, mask works or the like.
  1. Reproduction Notice. An ownership notice and any other notices included in machine readable copies must be reproduced on all authorized copies of the Product containing at a minimum (1) the IntelliProp logo, (2) that the Product is comprised of confidential and unpublished information of IntelliProp, and that (3) all rights are reserved by IntelliProp.
  1. Prices and Taxes:Except as otherwise agreed to by the parties in a pricing agreement, the applicable prices shall be those prices quoted by IntelliProp and contained in the Customer’s purchase order accepted/confirmed by IntelliProp.  Prices do not include applicable taxes, duties, or shipping fees, and Customer is solely responsible for paying all applicable taxes, duties, and fees.  IntelliProp will add sales taxes to the sales price where required by applicable law, and Customer will pay such taxes unless Customer provides IntelliProp with a duly executed sales tax exemption certificate prior to shipment by IntelliProp.
  1. Payment Terms:Generally, prepayment in full is required, however, if IntelliProp extends credit to Customer, payment terms shall be net thirty (30) days after IntelliProp’s invoice.  IntelliProp may change or withdraw credit amounts or payment terms at any time and for any reason.  If the Product is delivered in installments, Customer shall pay for each installment in accordance with the above payment terms.  IntelliProp prices are conditioned upon timely payment and any past due balance will accrue interest at the monthly rate of 1.5%, beginning the 1st month following the invoice due date assessed against any unpaid balance from the invoice due date until the payment date, together with IntelliProp’s cost of collection to include reasonable attorney fees.  If Customer fails to make any payment when due, IntelliProp may suspend or cancel performance under any agreements in which IntelliProp has extended credit to Customer.  Freight charges may not reflect actual transportation costs.  IntelliProp’s suspension of performance may result in rescheduling delays.  If, in IntelliProp’s judgment, Customer’s financial condition does not justify the payment terms specified herein, then IntelliProp may terminate this contract unless Customer immediately pays for all Products that have been delivered and pays in advance for all Products to be delivered.  Termination in accordance with this clause shall not affect IntelliProp’s right to pursue any other available remedies.
  2. Method of Payment: Payment shall be made in US dollars by company check or wire transfer to IntelliProp’s financial institution. Credit card payment will be accepted for amounts less than $2,500.00 and an additional 4% will be added to such invoices to cover the cost of credit card processing.
  1. Shipment; Ship Date; Variation in Quantity. Products shall be shipped to Customer Exworks (Incoterms 2000) IntelliProp facility. Without Customer written instructions, IntelliProp shall select the common carrier but shall not assume liability in connection with the shipment, nor shall the common carried be construed to be IntelliProp’s agent.  Transportation charges will be collected on delivery or will be invoiced to Customer.  Products will be shipped in packaging IntelliProp deems appropriate.  If Customer requests special packaging, Customer shall pay for and accept responsibility and risk for such packaging.  Except as provided in Section 16, title to and risk of loss of or damage to Product shall pass from IntelliProp to Customer when IntelliProp makes Product available to the common carrier or to Customer.  IntelliProp shall attempt to ship Product within 30 calendar days of the Ship Date; provided, however, that IntelliProp shall not be charged with any liability for any delays or failure to perform due to causes or events covered under Section 12. Shipments may be in installments. IntelliProp default or delay in shipping the whole or any part or installment of Products shall not affect any other portion thereof. Normal manufacturing processing variation of order quantity per line item of good(s) is + / – 5%. Products shipped between 95% and 105% of the ordered quantity shall be considered complete, and Customer shall accept and pay for the actual quantity shipped.
  1. Cancellations and Rescheduling: Customer may not cancel the purchase, nor reschedule the shipment or delivery, of the whole or any part or installment of Product(s) ordered.  In limited circumstances wherein a cancellation is considered by IntelliProp in its discretion, such requests for cancellations or reschedules must be submitted to IntelliProp in writing and approved in writing.  Typically, no cancellation or reschedule is allowed once IntelliProp has committed Customer’s orders of Product to the factory. 
  1. Risk of Loss, Title and Delivery: Any subsequent loss or damage shall not relieve Customer from its payment obligations. Customer shall reimburse IntelliProp for insurance and transportation costs on international shipments and shall be responsible for all import duties, taxes and any other expenses incurred or licenses or clearances required. IntelliProp may deliver Product in partial shipments. Delivery dates are estimates. IntelliProp shall not be liable for any damage, losses or expenses incurred by Customer if IntelliProp fails to meet the estimated delivery dates.
  1. Customer Duty to Give Timely Notice of IntelliProp Breach. Customer shall notify IntelliProp in writing within 30 calendar days after receipt of the Product of any defective performance, failed performance or other breach of this contract by IntelliProp.  Customer failure to provide such notice to IntelliProp within this specified period constitutes a waiver of the defective or failed performance or other applicable breach by IntelliProp.  
  2. Substitutions and Modifications. IntelliProp reserves the right to make substitutions and modifications in the specifications of Product sold by it if such substitution or modification does not cause a material adverse affect on overall performance.
  1. Force Majeure:IntelliProp shall not be in breach of this contract and shall not be liable for any non-performance or delay in performance beyond its control or the control of its suppliers or subcontractors including, but not limited to, shortages of labor, energy, fuel, machinery or materials, technical or yield failures, war, civil unrest, any government act, law or regulation, including any judicial order or decree, any communication or power failure, labor dispute, natural disaster, fire, flood, earthquake, explosion, terrorist act, pandemic, or Act of God.  In the event of a shortage of Product, IntelliProp may allocate, at its sole discretion, Product production and deliveries.
    1. Except as otherwise provided herein, IntelliProp warrants that Products sold will be free from defects in material and workmanship for 90 days from the date IntelliProp ships such Products to Customer (the Warranty Period). This warranty covers defects arising under normal use and does not include malfunctions, failures or defects resulting from misuse, abuse, mishandling, accident, neglect, improper or inadequate maintenance, alteration, modification, improper installation or repairs by any party other than IntelliProp. Notwithstanding anything else to the contrary, IntelliProp gives no warranty whatsoever for components or goods, including without limitation memory semiconductors, consigned or sold to IntelliProp by Customer.  The warranty provided is limited to Customer and may not be assigned.  EXCEPT AS SET FORTH HEREIN, INTELLIPROP PROVIDES PRODUCTS WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE AND EXPRESSLY EXCLUDES ANY SUCH WARRANTIES INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING, TRADE USAGE OR TRADE PRACTICE OR ANY WARRANTIES AGAINST ANY INFRINGMENT OR MISSAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION STATEMENTS REGARDING CAPACITY, AVAILABILITY, SUITABILITY FOR USE OR PERFORMANCE OF PRODUCTS, WHETHER MADE BY INTELLIPROP EMPLOYEES OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL BE DEEMEDTO BE A WARRANTY BY INTELLIPROP FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY OF INTELLIPROP. CUSTOMER REMEDIES SHALL BE LIMITED TO THOSE PROVIDED HEREIN TO THE EXCLUSION OF ALL OTHER REMEDIES INCLUDING WITHOUTLIMITATION INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR RELIANCE DAMAGES.
    2. Warranty Returns. During the Warranty Period, IntelliProp will, at its option, either credit Customer for or repair or replace defective Products but only if they are returned to IntelliProp as follows: (1) Before shipping defective Products back to IntelliProp, Customer shall ensure that said Products are defective and shall obtain a Return Material Authorization (RMA) number from IntelliProp; (2) Customer shall include a written explanation for Products return and the appropriate RMA number. (3) Customer shall pay shipping costs for said Products returned and assume risk of loss of or damage to such Products during shipping. IntelliProp will make best efforts to resolve application related issues, however RMAs will not be issued, subject to section 13.5 for compatibility with other hardware implementations. IntelliProp shall pay shipping costs to return repaired or replaced Products to the location from where Customer shipped defective Products to IntelliProp, and Customer shall assume risk of loss of or damage to Products once IntelliProp delivers such Products to the common carrier. Products that are not defective shall be returned to Customer, and Customer shall pay for shipping costs and assume risk of loss of or damage to such Products during shipping or otherwise. Title to Products returned pursuant to this Section 13 shall remain with Customer; provided, however, that the title to the defective Products not returned to Customer shall pass from Customer to IntelliProp as of the date IntelliProp ships replacement Products to Customer or IntelliProp credits Customer for defective Products. Repair or replacement shall not extend the Warranty Period for said Products.
    3. Subject to clauses 13.6 and 13.7 below, IntelliProp warrants the Product will conform either to IntelliProp’s published specifications for such Product or other mutually agreed upon written specifications signed by an authorized IntelliProp representative. This warranty lasts for ninety (90) days after the date IntelliProp ships such Product to Customer.  Notwithstanding the foregoing, IntelliProp shall not be liable for any defects that are caused by neglect, misuse or mistreatment by an entity other than IntelliProp, including improper installation or testing, or for any Product that has been altered or modified in any way by an entity other than IntelliProp.  Moreover, IntelliProp shall not be liable for any defects that result from Customer’s design, specifications or instructions for such products.  Testing and other quality control techniques are used to the extent IntelliProp deems necessary. IntelliProp does not necessarily test all parameters of each Product.
    4. If any IntelliProp Products fail to conform to the Product specifications set forth above, IntelliProp’s sole liability shall be, at its option, to repair or replace such Product, or credit Customer’s account for such Product. IntelliProp’s liability under this warranty shall be limited to Products that are returned during the warranty period to the address designated by IntelliProp and that are determined by IntelliProp not to conform to such Product specifications.  If IntelliProp elects to repair or replace such Products, IntelliProp shall have a reasonable time to repair such Products or provide replacements.  Repaired Products shall be warranted for the remainder of the original warranty period. Replaced Products shall be warranted for a new full warranty period.
    5. IntelliProp may, at its discretion, conduct compatibility testing of the Product including but not limited to specific hardware, software, firmware configurations, HBAs, CPUs or storage interface solutions.  The Customer accepts sole responsibility for verification of compatibility of the Product with their system configuration.  IntelliProp will assist Customer with such verification if Customer provides IntelliProp will all relevant configurations of their system for testing at IntelliProp’s labs.  If verification of compatibility is not conducted by IntelliProp with Customer’s system configuration(s), any such incompatibility will not be considered a failure of Product or cause for issuance of an RMA by IntelliProp.
    6. Customer agrees that prior to using or distributing any systems that include the Product, Customer will thoroughly test such systems and the functionality of the Product as used in such systems. IntelliProp may provide technical, applications, or design advice, quality characterization, reliability data or other services.  Customer agrees that providing these services shall not expand or otherwise alter IntelliProp’s warranties, as set forth above, and no additional obligations or liabilities shall arise from IntelliProp providing such services.
    7. Safety-Critical, Military and Automotive Applications.
      • Products are not intended or authorized for use in safety-critical applications (such as life support) where a failure of the IntelliProp Product would reasonably be expected to cause severe personal injury or death, unless officers of the parties have executed an agreement specifically governing such use. Customer shall fully indemnify IntelliProp and its representatives against any damages arising out of the unauthorized use of IntelliProp Products in such safety-critical applications.
      • Products are neither designed nor intended for use in military/aerospace applications or environments that require military-grade or space-grade specifications, testing or ratings unless the Product is specifically designated by IntelliProp as military-grade or “enhanced plastic.” Customer acknowledges and agrees that any such use of the Product, which IntelliProp has not designated as military-grade, is solely at Customer’s risk, and that Customer is solely responsible for compliance with all legal and regulatory requirements in connection with such use.
      • Products are neither designed nor intended for use in automotive applications requiring compliance with automotive requirements. IntelliProp will not be responsible for any failure to meet such requirements.
      • Customer represents that it has all necessary expertise in the safety and regulatory ramifications of its applications, and Customer acknowledges and agrees that it is solely responsible for compliance with all legal, regulatory and safety-related requirements concerning its products and any use of the Product in Customer’s applications, notwithstanding any applications-related information or support that may be provided by IntelliProp.
    8. Notwithstanding anything to the contrary, EXPERIMENTAL AND DEVELOPMENT PRODUCTS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”. INTELLIPROP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING SUCH EXPERIMENTAL AND DEVELOPMENT PRODUCTS, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
  1. Indemnity Against Infringement.
    1. IntelliProp Indemnity Obligation. Except as otherwise provided herein, and subject to the limitation of liability set forth below, IntelliProp shall indemnify, defend and hold harmless Customer and its subsidiaries from and against (i) actions and litigation alleging that the use or sale of Products infringes upon or misappropriates any 3rd party US patent (IP Claims); provided, however, that the foregoing indemnity and defense obligation is conditioned on the following: (i) Customer prompt written notice to IntelliProp of any IP Claim for which indemnity is claimed, (ii) IntelliProp complete control of the defense and settlement, and (iii) Customer complete cooperation in such defense. Notwithstanding the foregoing, IntelliProp shall have no defense or indemnity obligation for or with respect to IP Claims arising out of or in any way related to (i) designs, instructions, specifications or intellectual property not developed by IntelliProp or not furnished by IntelliProp, (ii) components of goods, including without limitation memory semiconductors, consigned or sold to IntelliProp by Customer or specified by Customer, (iii) the combination of Products with any hardware, products, equipment, materials, text, graphics, software or the like supplied by a party other than IntelliProp, (iv) modification of Products by a party other than IntelliProp, (v) use of Products in a way not specified in writing by IntelliProp, or (vi) components made by someone other than IntelliProp. IntelliProp shall have no obligation for any settlement entered into without IntelliProp prior written consent.
    2. Customer Indemnity Obligation. Except as otherwise provided herein, Customer shall indemnify, defend and hold harmless IntelliProp and its subsidiaries from and against (i) any form of intellectual property claim arising out of or related to (1) designs, instructions, specifications or intellectual property developed by Customer or furnished by Customer, (2) components of Products, including without limitation memory semiconductors, consigned or sold to IntelliProp by Customer or specified by Customer, (3) combination of Products with any hardware, text, graphics, software or other device supplied by a party other than IntelliProp, (4) the modification of Products by a party other than IntelliProp, and (ii) liens, liabilities, damages, costs, expenses (including reasonable attorney fees) and the like arising out of or related to any form of intellectual property claim covered under this Section 14.2; provided, however, that the foregoing indemnity and defense obligation is conditioned on the following: (1) IntelliProp prompt written notice to Customer of any such claim for which indemnity is claimed, (2) Customer complete control of the defense and settlement, and (3) IntelliProp complete cooperation in such defense. Customer shall have no obligation for any settlement entered into without Customer prior written consent.
    3. Injunctive Actions. If during the course of any IP Claim covered under Section 14.1 the use or sale of the allegedly infringing Products is finally enjoined, IntelliProp shall, at its option and expense, use commercially reasonable efforts to do one of the following (in addition to its obligations under Section 14.1: (i) procure for Customer the right to use or sell, as applicable, the allegedly infringing Products, (ii) replace or modify the allegedly infringing Products or the affected part thereof with equivalent non-infringing technology, or (iii) within 30 calendar days of IntelliProp receipt of said allegedly infringing Products, refund to Customer an amount equal to the net price paid by Customer for said allegedly infringing Products.
    4. Limitation of Indemnity. THE INDEMNITY CONTAINED IN THIS SECTION 14 STATES THE ENTIRE LIABILITY OF EACH PARTY TO THE OTHERWITH RESPECT TO THE MISAPPROPRIATION OR INFRINGEMENT OF ANY PRODUCTS, OR ANY PARTS THEREOF, OF ANY PATENTS, TRADEMARKS, TRADE SECRETS, COPYRIGHTS, MASK WORKS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF ANY PERSON AND IS IN LIEU OF WARRANTIES OR REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, IN REGARD THERETO. EACH PARTY REMEDIES SHALL BE LIMITED TO THOSE PROVIDED HEREIN TO THE EXCLUSION OF OTHER REMEDIES INCLUDING WITHOUT LIMITATION INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR RELIANCE DAMAGES. IN NO EVENT SHALL INTELLIPROP’S TOTAL LIABILITY TO CUSTOMER EXCEED THE PURCHASE PRICE OF THE ALLEGEDLY INFRINGING PRODUCTS.
  1. Limitations and Damages Disclaimer:
    1. General Limitations. IN NO EVENT SHALL INTELLIPROP BE LIABLE FOR ANY SPECIAL, COLLATERAL, INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS CONTRACT OR THE USE OF THE PRODUCTS PROVIDED HEREUNDER, REGARDLESS OF WHETHER INTELLIPROP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, COST OF REMOVAL OR REINSTALLATION, ANCILLARY COSTS TO THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, RETESTING, OUTSIDE COMPUTER TIME, LABOR COSTS, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF USE, LOSS OF DATA, OR BUSINESS INTERRUPTION.  NO CLAIM, SUIT OR ACTION SHALL BE BROUGHT AGAINST INTELLIPROP MORE THAN ONE YEAR AFTER THE RELATED CAUSE OF ACTION HAS OCCURRED.
    2. Specific Limitations.IN NO EVENT SHALL INTELLIPROP’S AGGREGATE LIABILITY FROM ANY WARRANTY, INDEMNITY, OR OTHER OBLIGATION ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT, OR ANY USE OF ANY INTELLIPROP PRODUCT PROVIDED HEREUNDER, EXCEED THE TOTAL AMOUNT PAID TO INTELLIPROP FOR THE PARTICULAR UNITS SOLD UNDER THIS CONTRACT WITH RESPECT TO WHICH LOSSES OR DAMAGES ARE CLAIMED.  THE EXISTENCE OF MORE THAN ONE CLAIM AGAINST THE PARTICULAR UNITS SOLD TO CUSTOMER UNDER THIS CONTRACT SHALL NOT ENLARGE OR EXTEND THIS LIMIT.
    3. CUSTOMER UNDERSTANDS AND AGREES THAT THE FOREGOING LIABILITY LIMITATIONS ARE ESSENTIAL ELEMENTS OF THIS CONTRACT AND THAT IN THE ABSENCE OF SUCH LIMITATIONS THE MATERIAL AND ECONOMIC TERMS OF THIS CONTRACT WOULD BE SUBSTANTIALLY DIFFERENT.
  1. Consigned Material.
    1. Consigned Components. In consideration of IntelliProp agreement to accept Customer consignment of components, if any, for use in the manufacture of Products, Customer agrees that, notwithstanding anything else contained in this agreement or otherwise (including, without limitation Section 7 and the DDP terms set forth in this Section 16), Customer bears the risk of loss of or damage to consigned components and shall release IntelliProp from liability for loss to consigned components, including without limitation loss resulting from IntelliProp negligence or yield loss, and further shall waive rights of subrogation against IntelliProp in the event of such loss. At all times, Customer shall hold title to consigned components. IntelliProp does not guarantee the yields that can be achieved on any of said consigned components. Customer shall ship consigned components to IntelliProp DDP (Incoterms 2000) IntelliProp manufacturing facility.
    2. Defective, Faulty or Damaged Consigned Components. IntelliProp shall return consigned components damaged at delivery, damaged through yield loss, defective or faulty, to Customer ExWorks (Incoterms 2000) IntelliProp manufacturing facility. The quantity of Products ordered shall be automatically reduced as necessary due to the return of said consigned components.
  1. Buy-Sell Material.
    1. Buy-Sell Components. If Customer sells to IntelliProp any components necessary to manufacture the Products, including without limitation memory semiconductors, then the terms and conditions of this Section 17 shall apply to said sale, in addition to any other terms and conditions included in any applicable agreement, including without limitation IntelliProp purchase order, covering said sale; provided, however, that the terms and conditions of this Section 17 shall supersede and control in the event of any inconsistencies between this Section 17 and such purchase order or other agreement. Components sold by Customer to IntelliProp shall be shipped to IntelliProp DDP (Incoterms 2000) IntelliProp manufacturing facility. Title to the components shall pass from Customer to IntelliProp upon delivery of such components to IntelliProp at IntelliProp manufacturing facility dock. Until components are delivered to IntelliProp, Customer shall bear risk of loss of or damage to such components. IntelliProp shall pay Customer for the components within 15 calendar days of IntelliProp receipt of payment from Customer for Products containing such components.
    2. Repurchase of Buy-Sell Components. Notwithstanding anything else to the contrary, if any components sold by Customer to IntelliProp remain in IntelliProp inventory for a period longer than 90 calendar days without being used by IntelliProp in Products ordered by Customer, then IntelliProp shall have the right to require Customer to repurchase said components. Customer shall repurchase said components at the price paid by IntelliProp plus 1% per month (beginning with the month in which said components were received by IntelliProp and ending with the month in which said components are repurchased and paid for by Customer) for inventory, restocking and handling. Customer shall repurchase and pay for said components within 30 calendar days of IntelliProp request. Return shipment of said components to Customer shall be ExWorks (Incoterms 2000) IntelliProp manufacturing facility. Title to and risk of loss of or damage to components shall pass from IntelliProp to Customer when IntelliProp makes such components available to the common carrier or to Customer.
    3. Customer Warranty on Buy-Sell Components. Customer warrants that components sold by Customer to IntelliProp will be free from defects in material and workmanship for 1 year from when Customer ships component to IntelliProp. Customer shall promptly credit IntelliProp for defective components returned to Customer ExWorks (Incoterms 2000) IntelliProp manufacturing facility. Title to and risk of loss of or damage to components shall pass from IntelliProp to Customer when IntelliProp makes such components available to the common carrier or to Customer.
  1. Limitation of Liability. IN NO EVENT SHALL INTELLIPROP BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES BY CUSTOMER. EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW, NEITHER PARTY SHALL BELIABLE TO THE OTHER FOR INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR RELIANCE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, LOSS OF USE, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEAD, INJURY TO REPUTATION OR LOSS OF CUSTOMERS) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY WAS NOTIFIED OR AWARE OF THE POTENTIAL OF SUCH DAMAGES. WITHOUTLIMITATION OF THE FOREGOING, THIS EXCLUSION INCLUDES LIABILITY THAT MAY ARISE OUT OF 3rd PARTY CLAIMS AGAINST CUSTOMER. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, INTELLIPROP MAXIMUM LIABILITY UNDER THISAGREEMENT OR OTHERWISE, FROM ANY CAUSE WHATSOEVER, WHETHER RESULTING FROM BREACH OF CONTRACT OR NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED THE PRICE PAID FOR THE SPECIFIC PRODUCTS AS TO WHICH THECLAIM IS MADE. THE LIMITATIONS CONTAINED IN THIS SECTION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED UNDER ANY TERM OF THIS AGREEMENT.
  1. Non-waiver of Default:In the event of any default by Customer, IntelliProp may decline to make further shipments. If IntelliProp elects to continue to make shipments, IntelliProp’s action shall not constitute a waiver of any such default or affect IntelliProp’s legal remedies for any such default.
  1. Governing Law:The U.N. Convention on Contracts for the International Sale of Goods shall not apply to this contract; rather, this contract shall be governed by and interpreted in accordance with the laws of the State of Colorado, without reference to conflict-of-laws principles. If for any reason a court of competent jurisdiction finds any provision of this contract to be unenforceable, that provision will be enforced to the maximum extent possible to effectuate the intent of the parties, and the remainder of this contract will continue in full force and effect. 
  1. Export Control: Customer agrees to comply with all applicable export laws, regulations and orders, including, but not limited to, all such laws, regulations and orders of the United States of America. Specifically, but without limitation, Customer agrees that it will not resell, re-export or ship, directly or indirectly, any Products or technical data in any form without obtaining appropriate export or re-export licenses. Customer acknowledges that the applicable export laws, regulations and orders may differ from item to item and/or time to time.
  1. Government Contracts:If Customer sells Products to the U.S. Government, IntelliProp makes no representations, warranties or certifications whatsoever about compliance with acquisition statutes or regulations (including, without limitation, those related to pricing, quality, origin or content). Notwithstanding, if Customer sells products to any other public entity, state, or local or international, or to a prime contractor or subcontractor of such entities, Customer remains solely liable for compliance with all acquisition statutes and regulations.
  1. Resale or Distribution of Product: Unless expressly authorized in writing by IntelliProp, Customer shall not resell the Product. If Customer breaches the terms of this paragraph, IntelliProp will have the right to cancel all outstanding deliveries on the purchase order.  Additionally, Customer agrees to indemnify IntelliProp from any and all resulting liability, including attorneys’ fees.
  1. Assignment:This contract shall not be assignable by Customer without IntelliProp’s prior written consent.  Any unauthorized assignment shall cause this contract and any outstanding purchase orders to be null and void.
  2. Entire Agreement:This contract constitutes the entire agreement between the parties relating to the sale of the products and supersedes all previous communications, representations, or agreements, either oral or written, with respect to the subject matter hereof. No prior representations or statements relating to the sale of the Products made by any IntelliProp representative, which are not stated herein, shall be binding on IntelliProp.  No addition to or modification of any provision of this contract shall be binding upon IntelliProp unless made in writing and signed by a duly authorized IntelliProp representative.  No course of dealing or trade usage or course of performance shall be relevant to explain or supplement any term in this contract.  These terms and conditions shall prevail notwithstanding any different, conflicting or additional terms and conditions that may appear on any purchase order or other writing not expressly incorporated herein, including but not limited to data sheets, application notes and purchase order acknowledgements.  The section headings contained in this contract are for reference purposes only and shall not affect in any way the meaning or interpretation of this contract.
  1. If any term or provision of this contract is held to be illegal, invalid, unenforceable, or in conflict with any law of any government entity with jurisdiction over this contract, this contract shall continue in force without such provision or as changed and interpreted to give best effect to the parties’ intentions.
  1. Mediation and Litigation. If any dispute arises out of or related to this contact, the parties shall first try in good faith to settle the dispute by mediation in Boulder County, Colorado.  Either party may initiate mediation by delivering a written request to the other party.  Within 10 calendar days of such request, the parties shall confer to select a mediator.  If the parties fail to agree upon a mediator, either party may request that the Judicial Arbitration and Mediation Services (JAMS) appoint a mediator.  The prevailing party in any action of proceeding to enforce or interpret this contact shall be entitled to recover its reasonable expenses including without limitation attorney fees and fees on appeal.