These Terms and Conditions (the “Terms”) govern your participation in the Tiny Tapeout semiconductor chip design program (the “Program”). The Terms constitute a binding agreement between you and Tiny Tapeout (a company in formation) (“Tiny Tapeout”). By submitting a Design (as defined below) or otherwise participating in the Program, you indicate your acceptance of these Terms. If you do not agree to these Terms, you may not participate in the Program. If you are an individual entering into these Terms on behalf of a legal entity, you hereby represent and warrant that you are authorized to enter into these Terms on behalf of such entity and bind such entity to these Terms.
1.1. Subject to the terms hereof, you may participate in the Program by submitting a semiconductor chip design (“Design”) for inclusion on an Application Specific Integrated Circuit (ASIC) and Printed Circuit Board (PCB) (collectively, a “Chip”) manufactured as part of a specific production run conducted by Tiny Tapeout (“Production Run”). If your Design is accepted as part of the Production Run, subject to the terms hereof, you may elect to purchase and receive a physical copy of the Chip, as detailed on the Tiny Tapeout website, available at https://tinytapeout.com/ (the “Website”)
1.2. All Designs must comply with and be submitted to Tiny Tapeout in accordance with the applicable terms, specifications, guidelines, and other requirements for the Production Run set forth on the Website and/or associated Tiny Tapeout GitHub pages (collectively, “Production Run Requirements”). Each Production Run is limited to the number of Design slots detailed on the Website. In order to submit a Design, you must submit to Tiny Tapeout all documentation, materials and other information requested in the Production Run Requirements (“Design Documentation”). Tiny Tapeout may refuse to accept any Design or otherwise permit any individual or entity to participate in the Program and/or any Production Run in its sole discretion, including, without limitation, in the event of any failure to comply with these Terms or any applicable Production Run Requirements.
1.3. Subject to the terms hereof, Tiny Tapeout will and you hereby authorize Tiny Tapeout and its contractors to integrate your submitted Design into a combined semiconductor chip design that includes the Designs of other participants in the applicable Production Run (the “Combined Design”). By submitting your Design hereunder, you hereby acknowledge and agree that (i) your Design will be incorporated in the Combined Design manufactured on the Chip and will be supplied to other participants in the applicable Production Run, and (ii) your Design and Design Documentation will be published and made publicly available on the Website, Tiny Tapeout GitHub pages and other promotional materials.
1.4. You are solely and exclusively liable for any Design you submit as part of the Program. You acknowledge and agree that Tiny Tapeout is not obligated to verify, review, test or otherwise evaluate any Design and/or Design Documentation submitted by you. By including your Design on a Chip, Tiny Tapeout does not make any representations or warranties in connection with such Design, including, without limitation, in respect of the quality, safety, suitability, legality or performance thereof. The inclusion of your Design on a Chip does not constitute any endorsement, sponsorship or recommendation of such Design by Tiny Tapeout.
1.5. Tiny Tapeout is not responsible for and does not guarantee, warrant or make any representation as to the Designs of any other participants in the Program. The inclusion of Designs of other Program participants on a Chip does not constitute Tiny Tapeout’s endorsement, sponsorship, or recommendation of such Designs, or an authorization or representation of Tiny Tapeout’s affiliation with any third party (including other Program participants).
2.1. All Chips are manufactured and supplied by Tiny Tapeout’s authorized third-party manufacturers (“Manufacturers”). You hereby acknowledge and agree that inclusion of your Design on the Chip and the manufacture and supply thereof may be subject to additional terms and conditions of the applicable Manufacturer.
2.2. THE PROGRAM AND CHIPS ARE PROVIDED TO YOU “AS IS”, WITH ANY AND ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR NON-INFRINGEMENT. THE CHIP IS SOLELY A DEVELOPMENT BOARD AND IS NOT SUPPLIED WITH A CASE OR ANY CERTIFICATION OF ANY KIND. TINY TAPEOUT AND ITS MANUFACTURERS DO NOT PERFORM ANY TESTING OF ANY CHIPS OR MANUFACTURED DESIGNS. TINY TAPEOUT DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES WITH RESPECT TO THE FUNCTIONALITY, QUALITY, YIELD OR PERFORMANCE OF THE CHIP OR YOUR MANUFACTURED DESIGN OR OTHERWISE. Notwithstanding the foregoing, in the event that your manufactured Design included on the Chip is not functional, provided that the applicable defect or nonconformity does not result from your error or other act or omission, or any other cause beyond Tiny Tapeout’s reasonable control, as your sole and exclusive remedy, Tiny Tapeout will provide you with a voucher for future Production Runs in the amount of the Fees (as defined below) you have paid hereunder in connection with the applicable Design.
2.3. If you have purchased a physical copy of a Chip hereunder, we will ship your Chip to the address you provide us, as detailed on the Website. Title and risk of loss to the Chip will pass to you upon delivery of the Chips to the applicable shipping carrier. You will be the importer of record for all shipments of Chips you have purchased hereunder. You are solely and exclusively liable for all import documents and reporting and payment of all customs, import duties and other duties, levies and taxes in connection with the purchase and importation of the Chip.
2.4. All schedules, production dates and delivery dates for the applicable Production Run are solely estimates and are subject to change at any time. You hereby expressly acknowledge and agree that Tiny Tapeout shall not be liable for any delay or disruption in the manufacture or supply of any applicable Chip or failure to comply with any schedules, production dates or delivery dates of the Production Run. Notwithstanding the foregoing, Tiny Tapeout will endeavor to notify you in writing of any such delay or failure. In the event that any Production Run is not completed or performed for any reason, as your sole and exclusive remedy, Tiny Tapeout will refund you the Fees you have paid hereunder in connection with the applicable Design.
In order to participate in the Program, you may be required to access and/or use certain third-party services, applications, sites or software (collectively, “Third Party Services”). All use of any Third Party Services is subject to the applicable terms and conditions and privacy policy thereof. Tiny Tapeout makes no promises, representations or warranties regarding any content, goods or services provided by any Third Party Services. Tiny Tapeout has no control over such Third Party Services and all use of any Third Party Services is at your own risk.
4.1. All right, title and interest in the Combined Design are solely and exclusively owned by Tiny Tapeout. You retain all right, title and interest in your Designs and/or Design Documentation. All Designs and Design Documentation must be licensed under terms and conditions compatible with the Apache License, Version 2.0, available at: https://www.apache.org/licenses/LICENSE-2.0 (“Apache 2.0 License”). By submitting any Design and/or Design Documentation hereunder, you represent and warrant that such Design and/or Design Documentation is licensed under and governed by the Apache 2.0 License or terms and conditions compatible therewith.
4.2. In the event that you submit or provide Tiny Tapeout with any suggestion, enhancement, request, recommendation, correction, or other feedback with respect to the Program or other products and services of Tiny Tapeout (collectively, “Feedback”), you hereby grant to Tiny Tapeout an irrevocable, non-exclusive, perpetual, royalty-free, transferrable license, with right to sublicense, to use and incorporate into its products and services any Feedback and to disclose, reproduce, distribute, and otherwise exploit the Feedback without any payment or attribution to you. Feedback, even if designated as confidential, shall not create any confidentiality obligation hereunder.
You hereby represent and warrant that: (i) you are the rightful owner of all rights to any Design and any related Design Documentation that you submit hereunder, or are lawfully licensed by all the rightful owners thereof to submit such Design and/or Design Documentation for the purposes set forth herein; (ii) the submission of any Design and/or any Design Documentation and the inclusion of the Design on the Chip in accordance with the terms hereof does not and will not infringe any intellectual property or other rights of third parties; (iii) you assume full responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Designs and/or Design Documentation that you submit; (iv) your Design, Design Documentation, your submission of your Design and/or Design Documentation hereunder, and inclusion of the Design on the applicable Chip in accordance with the terms hereof complies with all applicable laws and regulations, including, without limitation, applicable import, export and reexport laws and regulations; (v) no Design and/or Design Documentation contains (a) any illegal, defamatory, libelous, deceptive, fraudulent, discriminatory, obscene, pornographic or otherwise offensive material, and (b) any viruses, worms or other harmful or malicious components; and (vi) the Design is not intended for any illegal, deceptive, fraudulent, or discriminatory applications or purposes.
6.1. You hereby undertake and agree to comply with all applicable national and foreign import, export and reexport control laws and regulations, including, without limitation, the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the US Treasury Department Office of Foreign Assets Control, and the International Traffic in Arms Regulations (“ITAR”) maintained by the US Department of State and any similar laws and regulations of any other jurisdiction (collectively, “Export Control Laws”). You agree to provide Tiny Tapeout with all information, documentation and certifications requested by Tiny Tapeout to comply with and verify compliance with applicable Export Control Laws (collectively, “Export Control Information”). You hereby represent, warrant and covenant that all such Export Control Information is accurate, complete and up to date.
6.2. You are solely and exclusively liable for ensuring that your Designs and/or Design Documentation, the submission thereof for the purposes set forth in these Terms, and the inclusion of your Designs on a Chip hereunder complies with applicable Export Controls Laws, including, without limitation, the determination to seek or obtain any required licenses or approvals. You shall not, directly or indirectly, sell, export, reexport, transfer, divert, or otherwise dispose of any Chips or components thereof to any country, territory, entity, or person prohibited by applicable Export Controls Laws, without obtaining any prior authorization from applicable governmental authorities required by applicable Export Control Laws.
6.3 You hereby represent and warrant that: (i) no Design and/or Design Documentation you submit hereunder: (a) would be subject to ITAR, or (b) if subject to EAR, would be controlled for purposes other than Anti-Terrorism purposes or would be classified as EAR99; and (ii) you are not (a) located in a country to which export, reexport, transfer or release is prohibited by applicable Export Control Laws, (b) under the control of an entity organized in or a resident of a country to which export, re-export, transfer or release is prohibited by applicable Export Control Laws, or (c) a person prohibited under applicable law from receiving items subject to applicable Export Control Laws, or otherwise with whom it is prohibited to transact under applicable Export Control Laws.
By entering into these Terms, you hereby agree to pay the applicable fees specified on the Website (the “Fees”). All Fees are exclusive of and do not include any sales, use, value-added, or other taxes, charges and/or duties, which shall be your responsibility. Except as expressly set forth herein, all Fees are non-refundable.
You shall indemnify, defend and hold Tiny Tapeout, and its directors, officers, employees, independent contractors, and/or affiliates harmless (the “Indemnified Parties”) from and against any and all costs, liabilities, damages, losses and expenses, including, but not limited to, reasonable attorneys’ fees resulting from or arising out of any claim, suit, action, arbitration or proceeding brought by a third party against an Indemnified Party relating to: (a) your breach or alleged breach of any of your representations, warranties, covenants or obligations hereunder; (b) your breach of applicable law or infringement or misappropriation of any intellectual property rights of a third party; (c) your use of the Chip; and/or (d) your negligence or willful misconduct.
TINY TAPEOUT SHALL NOT BE LIABLE FOR OR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO REPUTATION, LOSS OF OR DAMAGE TO ANY PROPERTY OR MATERIALS, HOWEVER CAUSED, UNDER ANY CAUSE OF ACTION AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT WILL TINY TAPEOUT’S AGGREGATE LIABILITY HEREUNDER EXCEED THE TOTAL FEES PAID TO TINY TAPEOUT HEREUNDER IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
10.1. These Terms shall commence on the date of your acceptance of these Terms and shall remain in effect until terminated in accordance with the terms hereof.
10.2. Either Party may terminate these Terms if the other party materially breaches or otherwise fails to comply with any material provision of these Terms and such breach or failure is not cured within thirty (30) days after written notice of such breach or failure or immediately if such breach or failure is not capable of being cured. Notwithstanding the foregoing, either party may terminate these Terms upon written notice to the other party in the event of the insolvency of either party, the voluntary filing by or, if not dismissed within sixty (60) days, the filing against either party of a petition in bankruptcy or a petition for reorganization, any assignment by either party for the benefit of creditors; the appointment of a receiver or a trustee for either party; or the placement of either party’s assets in the hands of a trustee or receiver.
10.3. Provisions in these Terms that by their nature should survive termination or expiration of these Terms, will so survive and remain in full force and effect following such termination or expiration, including, without limitation, Sections 1.4, 1.5, 2.2, 2.3, 4-9 and 12.
Failure of either party to perform any of the provisions of these Terms by reason of any of the following shall not constitute an event of default or breach of these Terms: strikes, picket lines, boycott efforts, fires, floods, freezes, accidents, war (whether or not declared), revolution, riots, insurrections, acts of God, acts of government (including without limitation any agency or department of the United States of America), acts of the public enemy, scarcity or rationing of gasoline or other fuel or vital products, inability to obtain materials or labor, public health emergencies or pandemics, or other causes which are reasonably beyond the control of the defaulting party.
12.1. These Terms constitute the entire agreement between you and Tiny Tapeout regarding the subject hereof and supersedes all other agreements, understandings and communications, whether written or oral. If any provision of these Terms is held by a court of competent jurisdiction to be unenforceable for any reason, such provision shall be interpreted to give maximum effect to its terms as possible under law, and the remaining provisions hereof shall be unaffected and continue in full force and effect.
12.2. Tiny Tapeout may from time to time change these Terms (other than in respect of any prior Production Run, previously submitted Designs and/or previously purchased Chips). Changes will take effect 7 days after their initial posting on the Website, unless Tiny Tapeout amends the Terms to comply with legal requirements. In such cases, the amendments will become effective immediately upon their initial posting, or as required.
12.3. Nothing in these Terms creates any agency, employment, joint venture, or partnership relationship between the parties.
12.4. You may not assign or transfer your rights and obligations under the Terms without Tiny Tapeout’s prior written consent.
12.5. These Terms shall be governed by the laws of the State of Israel, without reference to its conflict of laws rules. Any dispute, claim or controversy arising out of, connected with, or relating to these Terms will be submitted to the sole and exclusive jurisdiction of the competent court located in Tel Aviv, Israel.
May 10, 2023.