ChipFlow Service Terms

The following Service Terms apply only to the specific Services referenced in this document. In the event of a conflict between the terms of these Service Terms and the terms of the ChipFlow Customer Agreement or any other agreement or policy with us, the terms and conditions of these Service Terms apply, but only to the extent of such conflict. (Unless they are otherwise defined here, capitalized terms are defined in the Customer Agreement.)

  1. You may only use the Services to store, retrieve, query, serve, and execute Your Content that is owned, licensed, or lawfully obtained by you. As part of the Services, you may be allowed to use certain software (including related documentation) provided by us or third-party licensors. This software is neither sold nor distributed to you, and you may use it solely as part of the Services. You may not transfer it outside the Services without specific authorization to do so.

  2. You must comply with the current technical documentation applicable to the Services (including the applicable developer guides) as posted by us and updated on the ChipFlow Site. In addition, if you create technology that works with a Service, you must comply with the current technical documentation applicable to that Service (including the applicable developer guides) as posted by us and updated on the ChipFlow Site.

  3. You will provide information or other materials related to Your Content (including copies of any client-side applications) as reasonably requested by us to verify your compliance with the Agreement. We may monitor the external interfaces (e.g., ports) of Your Content to verify your compliance with the Agreement. You will not block or interfere with our monitoring, but you may use encryption technology or firewalls to help keep Your Content confidential. You will reasonably cooperate with us to identify the source of any problem with the Services that we reasonably believe may be attributable to Your Content or any End User materials that you control.

  4. Content that violates the law, infringes or misappropriates the rights of any third party, or otherwise violates a material term of the Agreement (including the documentation, the Service Terms, or the Acceptable Use Policy) is “Prohibited Content”. If we reasonably believe any of Your Content is Prohibited Content we will notify you of the Prohibited Content and may request that you remove it from the Services or disable access to it.  If you do not remove or disable access to the Prohibited Content within 2 business days of our notice, we may remove or disable access to the Prohibited Content or suspend the Services. Notwithstanding the foregoing, we may remove or disable access to any illegal content without prior notice where the content may disrupt or threaten the Services, pursuant to the Digital Millennium Copyright Act or a judicial, regulatory, or other governmental order or request. 

  5. From time to time, we may offer free or discounted pricing programs covering certain usage of the Services (each, a “Special Pricing Program”). We may stop accepting new sign-ups or discontinue a Special Pricing Program at any time. Standard charges will apply after a Special Pricing Program ends or if you exceed the limitations by the Special Pricing Program. You must comply with any additional terms, restrictions, or limitations (e.g., limitations on the total amount of usage) for the Special Pricing Program as described in the offer terms for the Special Pricing Program or on the pricing page for the eligible Services. You may not access or use the Services in a way intended to avoid any additional terms, restrictions, or limitations (e.g., establishing multiple ChipFlow accounts in order to receive additional benefits under a Special Pricing Program), and we may immediately terminate your account if you do so. Any data stored or instances provided as part of a Special Pricing Program must be actively used.

  6. If we make multiple discounts or pricing options for a Service available to you at one time, you will only be eligible to receive one discount or pricing option, and will not be entitled to cumulative discounting and pricing options.

  7. You will ensure that all information you provide to us via the ChipFlow Site (for instance, information provided in connection with your registration for the Services, requests for increased usage limits, etc.) is accurate, complete and not misleading.

  8. From time to time, we may apply upgrades, patches, bug fixes, or other maintenance to the Services (collectively, “Maintenance”). We agree to use reasonable efforts to provide you with prior notice of any scheduled Maintenance (except for emergency Maintenance), and you agree to use reasonable efforts to comply with any Maintenance requirements that we notify you about.

  9. Beta Service Participation

  1. This Section describes the additional terms and conditions under which you may access and use certain features, technologies, and services made available to you by ChipFlow that are not yet generally available, including, but not limited to, any products, services, or features labeled “beta”, “preview”, “pre-release”, or “experimental” (each, a “Beta Service”). In the event there is a conflict between the terms of this Section 1.10 and an existing ChipFlow Beta Test Participation Agreement between you and ChipFlow, the terms of the existing ChipFlow Beta Test Participation Agreement will take precedence.

  2. During the term of the applicable Beta Service (as specified by ChipFlow), you may: (a) access and use the Beta Service or Service Offerings solely for internal evaluation purposes; and (b) install, copy, and use any related ChipFlow Content that may be provided to you by ChipFlow in connection with the Beta Service (“Beta Materials”) solely as necessary to access and use the Beta Service in the manner permitted by this Section.

  3. You agree not to allow access to or use of any Beta Service or Beta Materials by any third party other than your employees and contractors who (i) have a need to use or access the Beta Service or Beta Materials in connection with your internal evaluation activities, and (ii) have executed written non-disclosure agreements obligating them to protect the confidentiality of non-public information regarding the Beta Service and Beta Materials.

  4. You must comply with all policies and guidelines related to any Beta Service as posted on the ChipFlow Site or otherwise made available to you, including the Privacy Policy, Acceptable Use Policy, the Service Terms, and any additional terms and conditions for a specific Beta Service. ChipFlow may add or modify restrictions, including lowering or raising any usage limits related to access to or use of Beta Service Beta Materials at any time. If requested by ChipFlow, you will promptly increase or decrease your usage of the applicable Beta Service or Beta Materials to the levels that ChipFlow may specify. Service Level Agreements do not apply to Beta Services.

  5. ChipFlow may suspend or terminate your access to or use of any Beta Service at any time and for any reason. ChipFlow may at any time cease providing any or all of any Beta Service in its sole discretion and without notice. Beta Services also may be unavailable or their performance may be negatively affected by scheduled and unscheduled maintenance. ChipFlow will use reasonable efforts to notify you in advance of scheduled maintenance, but ChipFlow is unable to provide prior notice of unscheduled or emergency maintenance.

  6. In consideration of being allowed to access and use a Beta Service, you agree to provide ChipFlow with information relating to your access, use, testing, or evaluation of the Beta Service or any related Beta Materials, including observations or information regarding the performance, features, and functionality of the Beta Service or any related Beta Materials as applicable, when and in the form reasonably requested by ChipFlow (“Test Observations”). ChipFlow will own and may use and evaluate all Test Observations for its own purposes. You will not use any Test Observations except for your internal evaluation purposes of the Beta Service.

  7. Each individual Beta Service will automatically terminate upon the release of a generally available version of the applicable Beta Service or upon notice of termination by ChipFlow. Notwithstanding anything to the contrary in the Agreement or these Services Terms, either you or ChipFlow may terminate your participation in a Beta Service at any time for any reason upon notice to the other party. Notwithstanding anything to the contrary in the Agreement, after the conclusion of your participation in a Beta Service for any reason, (a) you will not have any further right to access or use the applicable Beta Service and Beta Materials; (b) your Content used in the applicable Beta Service may be deleted or inaccessible; and (c) you will immediately return or, if instructed by ChipFlow, destroy all Beta Materials or any other ChipFlow Confidential Information related to the Beta Materials. If ChipFlow releases a generally available version of a Beta Service, your access to and use of the generally available version will be subject to the Agreement and any separate Section of these Service Terms as may be specified for that generally available Service. ChipFlow does not guarantee that any Beta Service will ever be made generally available, or that any generally available version will contain the same or similar functionality as the version made available by ChipFlow during the term of the Beta Service, as applicable. 

  8. Beta Materials, Test Observations, Suggestions concerning a Beta Service, or any other information about or involving (including the existence of) any Beta Service are considered ChipFlow Confidential Information. You will not disclose (including, but not limited to, in a press release or public statement) any Beta Materials, Test Observations, Suggestions concerning a Beta Service, or any other information about or involving any Beta Service (including its existence), except as agreed by ChipFlow in writing.

  9. ADDITIONAL WARRANTY DISCLAIMERS. WITHOUT LIMITING ANY DISCLAIMERS IN THE AGREEMENT OR THE SERVICE TERMS, THE BETA SERVICES AND BETA MATERIALS ARE NOT READY FOR GENERAL COMMERCIAL RELEASE AND MAY CONTAIN BUGS, ERRORS, DEFECTS OR HARMFUL COMPONENTS. ACCORDINGLY, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT OR THESE SERVICES TERMS, ChipFlow IS PROVIDING THE BETA SERVICES AND BETA MATERIALS TO YOU “AS IS.” ChipFlow AND ITS AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE BETA SERVICES AND BETA MATERIALS, INCLUDING ANY WARRANTY THAT THE BETA SERVICES AND BETA MATERIALS WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, ChipFlow AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. ChipFlow AND ITS AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY FOR ANY BETA SERVICES WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE BETA SERVICES THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM.

  10. Because the Beta Services and Materials involve features, technologies and services that are not yet generally available, you acknowledge that any violation of Section 10 (“Beta Service Participation”) could cause irreparable harm to ChipFlow for which monetary damages may be difficult to ascertain or an inadequate remedy. You therefore agree that ChipFlow will have the right, in addition to its other rights and remedies, to seek injunctive relief for any violation of Section 10. 

  11. You may perform benchmarks or comparative tests or evaluations (each, a “Benchmark Test”) of the Service Offerings; provided, however, that you may not, and may not direct or permit third-parties to, disclose results or data produced from any Benchmark Test of a Service Offering, unless: (a) such disclosure includes all information necessary for us or any third-party to completely and accurately replicate the Benchmark Test; (b) you permit us to perform Benchmark Tests of your products or services and to disclose results or data produced from such Benchmark Tests, provided that such disclosure includes all information necessary for you or any third-party to completely and accurately replicate the Benchmark test; and (c) if you perform a Benchmark Test for a third-party, directly or indirectly, in exchange for consideration, you will identify the third-party, and you represent and warrant that you have procured all rights necessary for us to perform Benchmark Tests of the third-party’s products or services and to disclose results or data produced from such Benchmark Tests.


Last updated 28 July, 2022