Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Innovative SSD IP, LLC ("Company," "we," "our," or "us") governing your access to and use of the website https://www.innovi.shop (the "Website") and any related services, products, or intellectual property offered by the Company.

By accessing or using the Website, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Website.

You represent and warrant that you are at least 18 years old and have the legal capacity to enter into these Terms. If you are accessing the Website on behalf of a company or organization, you represent that you have authority to bind such entity to these Terms.

2. Definitions

For the purposes of these Terms:

• "IP Core" refers to pre-designed and pre-verified functional blocks of semiconductor intellectual property
• "Licensee" refers to any person or entity that has entered into a license agreement with the Company
• "Deliverables" means any software, documentation, designs, or other materials provided by the Company
• "Confidential Information" means any proprietary or confidential information disclosed by either party

3. Intellectual Property

Ownership

All intellectual property rights in and to the Website, our IP cores, documentation, and any related materials are and shall remain the exclusive property of Innovative SSD IP, LLC or its licensors. This includes but is not limited to:

• All patent rights, copyright, trademarks, and trade secrets
• All semiconductor mask work rights and design registrations
• All know-how, algorithms, and technical information
• All derivatives, improvements, and modifications thereof

Trademarks

The Company name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates. You may not use such marks without prior written permission.

Patents

Our IP cores are protected by various patents and patent applications. Unauthorized use, reproduction, or distribution of our IP cores may violate patent laws and result in legal action.

4. License to Use Website

Subject to your compliance with these Terms, the Company grants you a limited, non-exclusive, non-transferable, revocable license to:

• Access and view the content on the Website for personal, non-commercial use
• Download materials for informational purposes only
• Use contact forms and inquiry features to communicate with us

This license does not include any right to:

• Modify, copy, or create derivative works based on the Website content
• Use any data mining, robots, or similar data gathering methods
• Frame or utilize framing techniques to enclose any content
• Use the Company trademarks without authorization

5. User Restrictions

You agree not to:

• Use the Website in any way that violates applicable laws or regulations
• Attempt to gain unauthorized access to any part of the Website or related systems
• Interfere with or disrupt the integrity or performance of the Website
• Transmit any viruses, malware, or other malicious code
• Collect or harvest personal information of other users
• Reverse engineer, decompile, or disassemble any software or IP cores
• Remove any copyright, trademark, or other proprietary notices
• Impersonate any person or entity

6. IP Licensing Terms

Evaluation License

Evaluation licenses may be granted at the Company's discretion for the sole purpose of evaluating our IP cores for potential commercial licensing. Evaluation licenses are subject to separate agreements and typically include restrictions on:

• Use in production or commercial products
• Modification or reverse engineering
• Distribution or transfer to third parties
• Time-limited access

Commercial License

Commercial licensing of our IP cores is governed by separate license agreements. Key terms include:

• Per-project or per-product licensing fees
• Royalty obligations for certain usage models
• Usage restrictions and field of use limitations
• Support and maintenance terms
• Audit rights and reporting obligations

All IP licensing agreements must be executed in writing by authorized representatives of both parties.

7. Confidentiality

During the course of your engagement with the Company, you may receive Confidential Information. You agree to:

• Maintain strict confidentiality of all Confidential Information
• Use Confidential Information solely for the purpose of evaluating or using our products
• Not disclose Confidential Information to any third parties without prior written consent
• Protect Confidential Information with at least the same degree of care used for your own confidential information
• Return or destroy all Confidential Information upon request or termination

This obligation survives any termination of your relationship with the Company for a period of five (5) years.

8. Disclaimer of Warranty

THE WEBSITE AND ALL CONTENT, MATERIALS, AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement
• Warranties that the Website will be uninterrupted, timely, secure, or error-free
• Warranties regarding the accuracy, reliability, or completeness of any information
• Warranties that defects will be corrected

Any reliance you place on the Website or its content is strictly at your own risk.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR:

• Any indirect, incidental, special, consequential, or punitive damages
• Any loss of profits, revenue, data, use, goodwill, or other intangible losses
• Any damages resulting from unauthorized access to or use of our servers
• Any damages resulting from interruption or cessation of transmission

THE COMPANY'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT YOU PAID TO THE COMPANY, IF ANY, IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

10. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from:

• Your use of the Website or services
• Your violation of these Terms
• Your violation of any rights of a third party
• Your violation of any applicable laws or regulations
• Any content you submit, post, or transmit through the Website

11. Termination

We may terminate or suspend your access to the Website immediately, without prior notice or liability, for any reason, including but not limited to:

• Breach of these Terms
• Fraudulent or illegal activity
• At our sole discretion

Upon termination, your right to use the Website will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive, including intellectual property provisions, warranty disclaimers, indemnity, and limitations of liability.

12. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, United States, without regard to its conflict of law provisions. Any legal suit, action, or proceeding arising out of or related to these Terms shall be instituted exclusively in the federal or state courts located in Boulder County, Colorado.

13. Dispute Resolution

Informal Resolution

Before filing any claim, the parties agree to attempt to resolve disputes informally by contacting each other.

Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms shall be finally settled by binding arbitration in Boulder, Colorado, in accordance with the rules of the American Arbitration Association.

Class Action Waiver

Any proceedings to resolve disputes will be conducted only on an individual basis and not as a class action, consolidated action, or representative action.

14. Changes to Terms

We reserve the right to modify or replace these Terms at any time at our sole discretion. Changes will be effective immediately upon posting to the Website. Your continued use of the Website after any changes constitutes acceptance of the new Terms.

It is your responsibility to review these Terms periodically. The date of the last update will be indicated at the top of this page.

15. Contact Information

If you have any questions about these Terms, please contact us:

BY USING THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.