Terms

These Terms contain a mandatory individual arbitration provision and a class action and jury trial waiver in the section titled “Governing law and disputes.” Unless you opt out as described there, disputes between you and Tapeout Labs will be resolved by final and binding arbitration on an individual basis, and you waive your right to a jury trial and to participate in any class, collective or representative action.

You may use the Service only if you are at least 18 years old and can form a binding contract with us, and only in compliance with these Terms and all applicable laws. If you use the Service on behalf of a company or other organization, you represent that you have authority to bind it, and “you” includes that organization.

Subject to these Terms, we grant you a limited, non‑exclusive, non‑transferable and revocable right to access and use the Service for your internal evaluation purposes. We reserve all rights not expressly granted. We may change, suspend or discontinue any part of the Service, or your access to it, at any time.

You won’t, and won’t enable anyone else to

• copy, modify, distribute, sell, lease or create derivative works of any part of the Service;
• reverse engineer, decompile or disassemble any part of the Service, except where the law expressly permits it;
• scrape, crawl or harvest content or data from the Service by automated means, except as public search engines permit under our robots.txt file;
• interfere with or compromise the integrity, security or performance of the Service or the systems that run it, or bypass any access control;
• transmit malware or other harmful code;
• use the Service to build a competing product, or publish benchmarks or competitive analyses of it without our written consent;
• use the Service in violation of any law or anyone’s rights, or in a way that is fraudulent, deceptive or harmful; or
• suggest that we sponsor, endorse or are affiliated with you or any third party without our written consent.

From time to time we invite selected organizations to evaluate our software (“Evaluations”). Access is by invitation only, and we may grant, limit or end access at any time. Unless a separate written agreement signed by both parties says otherwise, the following applies to every Evaluation.

• Preliminary results. Evaluations may use pre‑release software and limited configurations. Any data, results or observations from an Evaluation (“Evaluation Results”) are preliminary and may not represent the performance of generally available products.
• Confidentiality. Evaluation Results, and everything you learn about our software during an Evaluation, are our Confidential Information. You won’t publish or disclose them, or use them for benchmarking or comparison with other products, without our prior written consent.
• Availability. We have no obligation to provide any minimum period of access or level of service during an Evaluation.

Tapeout software deployed in a customer’s environment is provided under a separate written agreement between Tapeout Labs and that customer, which governs the deployment and controls over these Terms if they conflict. Customers retain all rights in their designs and design data.

You keep all rights in any information, files or other content you submit to us through the Service (“Your Content”). You grant us a non‑exclusive, worldwide, royalty‑free license to use, copy, store, process and display Your Content only as needed to provide and secure the Service and as you otherwise authorize.

You represent that you have all rights and consents needed to submit Your Content and that our use of it under these Terms won’t violate any law or anyone’s rights. Don’t submit export‑controlled technical data, or confidential information belonging to a third party, unless we’ve agreed in writing to receive it.

The Service may produce analyses, results and other output generated with machine learning (“Output”). Output can be incomplete or inaccurate. You’re responsible for evaluating Output, including through review by qualified engineers, before relying on it, and decisions such as waivers and signoff remain yours.

We and our licensors own all rights, title and interest in and to the Service, including all software, models, algorithms, designs, text, graphics and other materials, excluding Your Content. Nothing in these Terms transfers any of those rights to you.

Usage data. We may collect technical and usage information about how the Service is accessed and used, and use it to provide, secure and improve the Service. This doesn’t apply to customer design data in customer deployments.

Feedback. If you give us suggestions or other feedback about our products or services, you grant us a perpetual, irrevocable, worldwide, royalty‑free right to use it for any purpose without obligation to you.

Unsolicited ideas. We don’t accept or consider unsolicited ideas, proposals or materials. If you send them anyway, we have no obligation to keep them confidential, review them or compensate you, and we may use them freely.

The Service may include non‑public information about Tapeout Labs, our products and our technology (“Confidential Information”), including anything that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. You’ll protect our Confidential Information with at least reasonable care, use it only to exercise your rights under these Terms, and disclose it only to your advisors who need to know it and are bound by obligations at least as protective as these.

Our Privacy Notice explains how we handle personal data, and our Security page describes how our software protects customer data. We use reasonable safeguards to protect the Service, but no system is completely secure.

The Service may link to or rely on third‑party websites and services, which are governed by their own terms. We don’t control or endorse them and aren’t responsible for them.

Names and logos of third‑party tools shown on the Service identify the tools our software works with. They are trademarks of their respective owners, and their appearance doesn’t imply that those owners sponsor, endorse or are affiliated with Tapeout Labs. See our Trademark Policy.

Information on the Service, including product descriptions, demonstrations, sample designs, logs, results and any performance figures, is provided for general information. Demonstrations and examples are illustrative, may use simplified or representative environments, and may not reflect results under your conditions. Any reliance you place on this information is at your own risk.

The Service, and all information, Output and Evaluation Results available through it, are provided “as is” and “as available,” without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, title and non‑infringement. We don’t warrant that the Service will be uninterrupted, secure or error‑free, that defects will be corrected, or that any content is accurate, complete or reliable. Some jurisdictions don’t allow the exclusion of implied warranties, so some of these exclusions may not apply to you.

To the maximum extent permitted by law, Tapeout Labs and its affiliates, officers, directors, employees, agents, licensors and suppliers won’t be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, goodwill, use or data, arising out of or relating to the Service, whether based on contract, tort, negligence, strict liability or any other theory, even if advised of the possibility of such damages. Our total liability for all claims arising out of or relating to these Terms or the Service won’t exceed the greater of the amount you paid us for the Service in the twelve months before the claim or one hundred U.S. dollars ($100).

These limitations don’t apply to the extent prohibited by applicable law.

You’ll defend, indemnify and hold harmless Tapeout Labs and its affiliates, officers, directors, employees and agents from and against any claims, damages, losses, liabilities, costs and expenses, including reasonable legal fees, arising out of your use of the Service or Output, Your Content, your violation of these Terms, or your violation of any law or third‑party right.

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration agreement below.

Informal resolution

Before starting arbitration, you agree to contact us at legal@tapeoutlabs.com and try to resolve the dispute informally. If it isn’t resolved within sixty days, either party may begin arbitration.

Arbitration

Any dispute, claim or controversy arising out of or relating to these Terms or the Service will be resolved by final and binding arbitration administered by JAMS under its applicable rules, before a single arbitrator. The arbitrator, and not any court, will decide questions about the scope, enforceability and formation of this arbitration agreement. Judgment on the award may be entered in any court of competent jurisdiction. Either party may bring an individual claim in small claims court, and either party may seek injunctive or other equitable relief in court to protect its intellectual property, Confidential Information or data security.

Class action and jury trial waiver

You and Tapeout Labs each waive the right to a jury trial and to bring or participate in any class, collective, private attorney general or representative action. The arbitrator may award relief only on an individual basis.

Opting out

You may opt out of this arbitration agreement within thirty days of first accepting these Terms by emailing legal@tapeoutlabs.com with your full legal name and a statement that you opt out. Opting out doesn’t affect any other part of these Terms.

If the arbitration agreement doesn’t apply, disputes will be resolved exclusively in the state or federal courts located in Delaware, and you consent to their jurisdiction.

The Service and our software may be subject to U.S. and other export control and sanctions laws, including the Export Administration Regulations, the International Traffic in Arms Regulations and sanctions administered by the Office of Foreign Assets Control. You’ll comply with those laws.

You represent that you aren’t located in, or ordinarily resident in, any country or region subject to comprehensive U.S. sanctions, and that neither you nor any person owning 50% or more of your organization is on any U.S. government list of restricted or prohibited parties. You won’t use the Service, or any technology or technical data obtained through it, for any end use prohibited by those laws, including the development or production of advanced integrated circuits, or of items for semiconductor manufacturing facilities, where that activity requires a license you haven’t obtained.

The Service is commercial computer software and commercial computer software documentation. U.S. government users receive only the rights granted to all other users under these Terms, in accordance with 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, as applicable.

We may update these Terms from time to time. When we do, we’ll change the date at the top of this page, and for material changes we’ll provide notice by posting prominently on the Service or by other appropriate means. Your continued use of the Service after changes take effect means you accept them.

We may suspend or end your access to the Service at any time, including if you violate these Terms. Sections that by their nature should survive, including those on intellectual property, confidential information, disclaimers, limitation of liability, indemnity and disputes, survive termination.

These Terms, together with any written agreement you have with us for the relevant service, are the entire agreement between you and Tapeout Labs about the Service. You may not assign these Terms without our prior written consent; we may assign them without restriction. If any provision is found unenforceable, the rest remains in effect. Our failure to enforce a provision isn’t a waiver. We aren’t liable for delays or failures caused by events beyond our reasonable control. These Terms are written in English, and the English version controls.

Questions about these Terms go to legal@tapeoutlabs.com.