Blueprint Signal Processing, Inc. - FPGA IP Cores for Signal Processing and Mathematics

The following are Blueprint Signal Processing, Inc. important legal notices.

PLEASE CAREFULLY READ AND REVIEW THE FOLLOWING IMPORTANT LEGAL NOTICES:

1.0 TERMS OF SALE

Blueprint Signal Processing, Inc. licenses FPGA IP Cores that contain Hardware Description Language (HDL) source code.

Blueprint Signal Processing, Inc. FPGA IP Cores provide customers access to the HDL and therefore the Intellectual Property (IP) in our cores.

IN RETURN FOR ACCESS TO BLUEPRINT SIGNAL PROCESSING, INC. INTELLECTUAL PROPERTY, CUSTOMERS AGREE TO FULLY COMPLY WITH ALL TERMS OF THE BLUEPRINT SIGNAL PROCESSING, INC. END USER LICENSE AGREEMENT (EULA).

Blueprint Signal Processing, Inc. licenses FPGA IP Cores under the license terms of the Blueprint Signal Processing, Inc. EULA.

Prior to purchasing Blueprint Signal Processing, Inc. products, customers must review, sign and comply with the license terms defined in the EULA.

Blueprint Signal Processing, Inc. reserves the right to NO-BID / NO-SALE any Request-For-Quote (RFQ) or purchase order.

2.0 NO RETURN POLICY & NO REFUND POLICY ON ALL PRODUCTS

Blueprint Signal Processing, Inc. FPGA IP Cores provide customers full access to the HDL and therefore full access to our Intellectual Property (IP) in our products.

THE EULA IS IN-FORCE ONCE AN ORDER IS PLACED.

ALL ORDERS WITH BLUEPRINT SIGNAL PROCESSING, INC. ARE NON-REFUNDABLE AND NO RETURNS ARE ACCEPTED AFTER AN ORDER IS PLACED.

3.0 DISCLAIMER, INDEMNIFICATION, EXCLUSION OF DAMAGES/LIMITATION OF LIABILITY

3.1 DISCLAIMER

CUSTOMER ACKNOWLEDGES AND AGREES THAT THE LICENSED FPGA IP CORE(S) AND ANY INFORMATION OR ASSISTANCE PROVIDED BY BLUEPRINT SIGNAL PROCESSING, INC. IN CONNECITON THEREWITH ARE PROVIDED “AS IS” AND WITH ALL FAULTS, MAY CAUSE AN FPGA SEMICONDUCTOR DEVICE CONFIGURED ACCORDING THERETO TO OPERATE, PERFORM, OR FUNCTION IN UNINTENDED AND UNEXPECTED MANNER, AND MAY HAVE PROPERTIES AND CHARACTERISTICS THAT ARE UNKNOWN.LICENSEE FURTHER ACKNOWLEDGES AND AGREES THAT THE LICENSED FPGA IP CORE(S) AND ANY INFORMATION OR ASSISTANCE PROVIDED BY BLUEPRINT SIGNAL PROCESSING, INC. IN CONNECITON THEREWITH ARE NOT DESIGNED OR INTENDED TO BE USED IN APPLICATIONS INVOLVING AIRCRAFT OR VEHICLE SYSTEMS, MILITARY EQUIPMENT, LIFE SUPPORT DEVICES OR SYSTEMS, CLASS III MEDICAL DEVICES, NUCLEAR FACILITIES, OR OTHER APPLICATIONS WHICH COULD LEAD TO PERSONAL INJURY, DEATH, OR PROPERTY OR ENVIRONMENTAL DAMAGE (INDIVIDUALLY AND COLLECTIVELY, “CRITICAL APPLICATIONS”).

BLUEPRINT SIGNAL PROCESSING, INC. MAKES NO WARRANTIES OR REPRESENTATIONS THAT THE LICENSED FPGA IP CORE(S) OR ANY INFORMATION OR ASSISTANCE PROVIDED BY BLUEPRINT SIGNAL PROCESSING, INC. RELATED THERETO WILL MEET LICENSEE’S NEEDS OR REQUIREMENTS, WILL BE APPROPRIATE FOR USE IN A CRITICAL APPLICATION, OR THAT OPERATION OF AN FPGA SEMICONDUCTOR DEVICECONFIGURED ACCORDING TO THE LICENSED FPGA IP CORE(S) WILL BE SECURE, ERROR FREE, DELAY FREE, OR FREE FROM INTERRUPTION. BLUEPRINT SIGNAL PROCESSING, INC. MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND WITH RESPECT TO THE LICENSED FPGA IP CORE(S)AND ANY INFORMATION OR ASSISTANCE PROVIDED BY BLUEPRINT SIGNAL PROCESSING, INC. IN CONNECTION THEREWITH, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE THAT MIGHT PERTAIN TO THE LICENSED FPGA IP CORE(S)OR TO ANY INFORMATION OR ASSISTANCE PROVIDED BY BLUEPRINT SIGNAL PROCESSING, INC.. LICENSEE ASSUMES ALL RISKS FOR LICENSEE’S USE OF THE LICENSED FPGA IP CORE(S) AND ANY INFORMATION OR ASSISTANCE PROVIDED BY BLUEPRINT SIGNAL PROCESSING, INC. (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH A CRITICAL APPLICATION), AND BEARS SOLE AND EXCLUSIVE RESPONSIBILITY FOR DETERMINING WHETHER THE LICENSED FPGA IP CORE(S) AND ANY INFORMATION OR ASSISTANCE PROVIDED BY BLUEPRINT SIGNAL PROCESSING, INC. MEET LICENSEE’S NEEDS AND REQUIREMENTS.

3.2 INDEMNIFICATION

Customer shall indemnify, defend and hold harmless Blueprint Signal Processing, Inc. and Blueprint Signal Processing, Inc.’s officers, directors, employees, shareholders, agents and representatives (collectively, the “Indemnities”), from and against and in respect of any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, interest and penalties, reasonable costs and expenses (including, without limitation, reasonable legal fees, court costs, and disbursements incurred in connection therewith and in seeking indemnification therefor, and any amounts or expenses required to be paid or incurred in connection with any action, suit, proceeding, claim, appeal, demand, assessment or judgment) involving a third party claim based on, resulting from, arising out of, or in connection with: (a) any breach by Customer of any representation, warranty, obligation, duty, or agreement of Licensee hereunder; (b) any negligent act or omission of Customer or its employees, agents, or representatives; (c) property damage, personal injury, or death to any person resulting from the use of any Licensed Product of Customer; (d) infringement or violation of any Intellectual Property Right of a third party by a Licensed Product, where such infringement or violation is not solely attributable to a Licensed FPGA IP Core; and, (e) any violation by, or on behalf of, Customer of any applicable law, regulation, rule, or ordinance pertaining to the Licensed Products.
In the event a third party makes a claim against any Indemnitee, Blueprint Signal Processing, Inc. shall notify Customer of such claim and provide Customer with a copy of each communication, notice, or other action relating to such claim. Customer shall be entitled to settle or assume the defense of such claim, including the employment of counsel reasonably satisfactory to Blueprint Signal Processing, Inc.. If Customer elects to settle or defend such claim, Customer shall notify Blueprint Signal Processing, Inc. within thirty (30) days (but in no event less than twenty (20) days before any pleading, filing or response on behalf of Indemnitee is due) of Customer’s intent to do so. If Customer elects not to settle or defend such claim or fails to notify Blueprint Signal Processing, Inc. of the election within thirty (30) days (or such shorter period provided above) after receipt of Blueprint Signal Processing, Inc.’s notice of a claim of indemnity hereunder, Blueprint Signal Processing, Inc. shall have the right to contest, settle or compromise the claim without prejudice to any rights to indemnification hereunder. Regardless of whether Customer or Blueprint Signal Processing, Inc. is controlling the settlement or defense of any claim, (a) both Customer and Blueprint Signal Processing, Inc. shall act in good faith, (b) Customer shall not thereby permit to exist any lien, encumbrance or other adverse charge upon any asset of any Indemnitee or of Blueprint Signal Processing, Inc.’s Affiliates or subsidiaries, if any, (c) Customer shall permit Blueprint Signal Processing, Inc. to participate in such settlement or defense through counsel chosen by Blueprint Signal Processing, Inc., with all fees, costs and expenses of such counsel borne by Blueprint Signal Processing, Inc., (d) no entry of judgment or settlement of a claim may be agreed to by Customer without the written consent of Blueprint Signal Processing, Inc., (e) Customer shall promptly reimburse Blueprint Signal Processing, Inc. for the full amount of such claim and the related expenses as incurred by Licensor and pursuant to this Agreement, and (f) Blueprint Signal Processing, Inc. shall provide reasonable information and assistance requested by Customer at Customer’s expense. So long as Customer is reasonably contesting any such third party claim in good faith and the foregoing clause (b) is being complied with, Blueprint Signal Processing, Inc. shall not pay or settle any such claim. Customer shall upon request deliver, or cause to be delivered, to Blueprint Signal Processing, Inc. copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the settlement or defense of any such claim, and timely notices of any hearing or other court proceeding relating to such claim.

3.3 EXCLUSION OF DAMAGES

IN NO EVENT SHALL BLUEPRINT SIGNAL PROCESSING, INC. BE LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, WHETHER FORESEEABLE OR UNFORSEEABLE, THAT ARE BASED ON CLAIMS OF LICENSEE OR THIRD PARTIES FOR BREACH OF EXPRESS OR IMPLIED WARRANTIES, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, PERSONAL INJURY, DEATH, PROPERTY DAMAGE, INFRINGEMENT, MISAPPROPRIATION, STRICT LIABILITY IN TORT, OR OTHERWISE IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR RESULTING FROM ANY USE OR FAILURE OF A LICENSED FPGA IP CORE, EXCEPT ONLY IN THE CASE OF PERSONAL INJURY OR DEATH WHERE AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY.

3.4 LIMITATION OF LIABILITY

IN NO EVENT SHALL BLUEPRINT SIGNAL PROCESSING, INC. BE LIABLE TO LICENSEE OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR A LICENSED FPGA IP CORE, WHETHER SUCH LIABILITY ARISES FROM BREACH OF EXPRESS OR IMPLIED WARRANTIES, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, PERSONAL INJURY, DEATH, PROPERTY DAMAGE, INFRINGEMENT, MISAPPROPRIATION, STRICT LIABILITY IN TORT, OR OTHERWISE, FOR AN AMOUNT EXCEEDING THE AMOUNT RECEIVED BY BLUEPRINT SIGNAL PROCESSING, INC. FROM LICENSEE IN CONNECTION WITH THE LICENSING OF THE LICENSED FPGA IP COREWITH RESPECT TO WHICH SUCH LIABILITY AROSE.

4.0 UNITED STATES EXPORT COMPLIANCE

Blueprint Signal Processing, Inc. is a U.S. based company, and fully complies with U.S. International Traffic In Arms (ITAR) and Export Administration Regulation (EAR) Policy.

By signing the Blueprint Signal Processing, Inc. EULA and purchasing an FPGA IP Core, customers are indicating they are aware of, and will comply with all U.S. ITAR and EAR policy and regulations.

Customer acknowledges and agrees that the Licensed FPGA IP Core(s) may be subject to U.S. and international export laws, rules, or regulations, and Customer agrees to comply with all such applicable export laws, rules, and regulations. Customer shall not export or re-export the Licensed FPGA IP Core(s), including, without limitation, (a) into any U.S. embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By executing this Agreement or using the Licensed FPGA IP Core(s), Customer represents and warrants that Customer is not located in any such country and is not identified on any such list. Customer shall not use the Licensed FPGA IP Core(s) for any purposes prohibited by U.S. laws, rules, or regulations, including, but not limited to, the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons.

5.0 AUTHORIZED CUSTOMER TO THE RESPECTIVE FPGA VENDOR

Our products are intended for use on FPGA devices produced by their respective FPGA Vendor.

Completing the Blueprint Signal Processing, Inc. Product Order Form requires the Customer to confirm that

(a) they are an Authorized User with the respective FPGA Vendor that is the intended use of the FPGA IP Core, and

(b) that they are aware of the terms, conditions and policies and EULA of the respective FPGA Vendor.

6.0 TRADEMARK NOTICE

The Blueprint Signal Processing website contains the following trademarks:

MATLAB is a registered trademark of The Mathworks, Inc.

JAVA is a registered trademark of Oracle Corporation.

7.0 COPYRIGHT NOTICE

All content of this website is copyrighted material and belongs to Blueprint Signal Processing, Inc..

You may not copy publish, reproduce or download the content of this website except for personal,

non-commercial use without prior written permission from Blueprint Signal Processing, Inc..

8.0 PRIVACY POLICY

Blueprint Signal Processing, Inc. respects the privacy of customers and does not sell or share any information with any third parties.

Blueprint Signal Processing, Inc. requires basic customer information for inquires (name, company, email, etc.) and

additional specific customer information for purchases (company address, billing and shipping information, etc.) for purchases.

9.0 CHILDREN'S ONLINE PRIVACY PROTECTION ACT (COPPA) POLICY

The Blueprint Signal Processing website and the email contacts listed on the website are not intended for children under the age of 13, or any other children.

USE OF THIS WEBSITE, OR THE EMAIL CONTACTS LISTED ON THE WEBSITE, BY CHILDREN UNDER 13 IS PROHIBITED.

Parents, if you believe a child has inadvertently sent an email to Blueprint Signal Processing, Inc. please contact us and we will delete it.

If we receive an email that we believe is from a child we will delete it.

10.0 INFORMATION ON THIS WEBSITE

The Blueprint Signal Processing website makes every attempt to provide accurate information.

However, typographical errors and mistakes may exist in the contents of this website.

Please direct any questions with regard to the content of this website to sales.

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