Terms Of Use

THESE TERMS AND CONDITIONS (THE “TERMS”) ARE A LEGAL CONTRACT BETWEEN YOU AND GSI. THE TERMS EXPLAIN HOW YOU ARE PERMITTED TO USE THE WEBSITE LOCATED AT THE URL: HTTP://WWW.GSITECHNOLOGY.COM/ AS WELL AS ALL ASSOCIATED SITES LINKED TO HTTP://WWW.GSITECHNOLOGY.COM/ BY GSI, ITS SUBSIDIARIES AND AFFILIATED COMPANIES (COLLECTIVELY, THE “SITE”). BY USING THE SITE, YOU ARE AGREEING TO ALL OF THESE TERMS; IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE SITE OR ANY INFORMATION CONTAINED ON THE SITE.

Changes.

GSI may make changes to the content offered on the Site at any time. GSI can change, update, or add or remove provisions of these Terms, at any time by posting the updated Terms on the Site and, if you have an account on the Site, by emailing you at the address on file associated with your account. By using the Site after GSI has updated the Terms, you are agreeing to all the updated Terms; if you do not agree with any of the updated Terms, you must stop using the Site.

General Use.

By using the Site, you represent, acknowledge and agree that you are at least 18 years of age, or if you are under 18 years of age but are at least 13 years old (a “Minor”), that you are using the Site with the consent of your parent or legal guardian and that you have received your parent’s or legal guardian’s permission to use the Site and agree to its Terms. If you are a parent or legal guardian of a Minor, you hereby agree to bind the Minor to these Terms and to fully indemnify and hold harmless GSI if the Minor breaches any of these Terms. If you are not at least 13 years old, you may not use the Site at any time or in any manner or submit any information to GSI or the Site.

GSI provides content through the Site that is copyrighted and/or trademarked work of GSI or GSI’s third-party licensors and suppliers or other users of the Site (collectively, the “Materials”). Materials may include logos, graphics, video, images, software and other content.

Subject to the terms and conditions of these Terms, and your compliance with these Terms, GSI hereby grants you a limited, personal, non-exclusive and non-transferable license to use and to display the Materials and to use the Site solely for your personal use. Except for the foregoing license, you have no other rights in the Site or any Materials and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Site or Materials in any manner.

If you breach any of these Terms, the above license will terminate automatically and you must immediately destroy any downloaded or printed Materials.

Using the Site and the Services on the Site.

You need not register with GSI to simply visit and view the Site and the general information about GSI and our products and services that are contained on the Site. In order to access certain password-restricted areas of the Site, however, (such as the My Workspace Portal) and to use certain services and Materials offered on and through the Site, you must register with GSI for an account and receive a password.

Password Restricted Areas of the Site.

If you desire to register for an account with GSI, you must submit your email address, first name, last name, company name, and a password through the account registration page on the Site. You may also have the ability to provide additional optional information, which is not required to register for an account but may be helpful to GSI in providing you with more a more customized experience when using the Site or its services. Once you have submitted your account registration information, you will be able to log-on to the Site using that password (the “Password”).

You are responsible for maintaining the confidentiality of your Password, and you are responsible for all activities that occur using your Password. You agree not to share your Password, let others access or use your Password or do anything else that might jeopardize the security of your Password. You agree to notify GSI if your Password is lost, stolen, if you are aware of any unauthorized use of your Password or if you know of any other breach of security in relation to the Site.

All the information that you provide when registering for an account and otherwise through the Site must be accurate, complete and up to date. You may change, correct or remove any information from your account by either logging into your account directly and making the desired changes or contacting GSI using the contact information at the end of these Terms requesting that we make the change.

Privacy Policy.

Please review GSI Privacy Policy, which is available at http://www.gsitechnology.com/privacy, which explains how we use information that you submit to GSI.

Links to Third-Party Sites.

The Site may be linked to other web sites that are not GSI sites (collectively, “Third-Party Sites”). Certain areas of the Site may allow you to interact with such Third-Party Sites and, in certain situations, you may be transferred to a Third-Party Site through a link but it may appear that you are still on the Site. In any case, you acknowledge and agree that the Third-Party Sites may have different privacy policies, terms and conditions and/or user guides and business practices than GSI, and you further acknowledge and agree that your use of such Third-Party Sites is governed by the respective Third-Party Site’s privacy policy, terms and conditions and/or user guides. You hereby agree to comply with any and all terms and conditions, users guides and privacy policies of any of Third-Party Sites. GSI provides links to the Third-Party Sites to you as a convenience, and GSI does not verify, make any representations or take responsibility for such Third-Party Sites, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third-Party Sites. YOU AGREE THAT GSI WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD-PARTY. Any reference on the Site to any product, service, publication, institution, organization of any third-party entity or individual does not constitute or imply GSI’s endorsement or recommendation.

Submissions.

You are responsible for the information, opinions, messages, comments, photos, videos, graphics, sounds and other content or material that you submit, upload, post or otherwise make available on or through the Site (each a “Submission”). You may not upload, post or otherwise make available on the Site any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third-party, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from any Submission that you make. You have full responsibility for each Submission you make, including its legality, reliability and appropriateness.

Unless otherwise explicitly stated herein or in GSI Privacy Policy, you agree that any Submission provided by you in connection with the Site is provided on a non-proprietary and non-confidential basis. You hereby grant to GSI a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license (including the right to sublicense through multiple tiers) to use, reproduce, process, adapt, publicly perform, publicly display, modify, prepare derivative works, publish, transmit and distribute each of your Submissions, or any portion thereof, in any form, medium or distribution method now known or hereafter existing, known or developed, and authorize others to use the Submissions. We may modify or adapt your Submissions in order to transmit, display or distribute them over computer networks and in various media and/or make changes to the Submissions as necessary to conform and adapt them to any requirements or limitations of any networks, devices, services or media. GSI agrees to use any personally identifiable information contained in any of your Submissions in accordance with GSI’s Privacy Policy.

You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Submissions posted by you to or through the Site.

When you provide Submissions you agree that those Submissions shall not be in violation of the “Unauthorized Activities” paragraph below.

Those prohibitions do not require GSI to monitor, police or remove any Submissions or other information submitted by you or any other user.

Unauthorized Activities.

When using the Site, you agree not to:

• Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.

• Use racially, ethnically, or otherwise offensive language.

• Discuss or incite illegal activity.

• Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated).

• Post anything that exploits children or minors or that depicts cruelty to animals.

• Post any copyrighted or trademarked materials without the express permission from the owner.

• Disseminate any unsolicited or unauthorized advertising, promotional materials, ‘junk mail’, ‘spam’, ‘chain letters’, ‘pyramid schemes’, or any other form of such solicitation.

• Use any robot, spider, scraper or other automated means to access the Site.

• Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.

• Alter the opinions or comments posted by others on the Site.

• Post anything contrary to our public image, goodwill or reputation.

This list of prohibitions provides examples and is not complete or exclusive. GSI reserves the right to (a) terminate access to your account and your ability to post to the Site, and (b) refuse, delete or remove any Submissions; with or without cause and with or without notice, for any reason or no reason, or for any action that GSI determines is inappropriate or disruptive to the Site or to any other user of the Site.

GSI may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at GSI’s discretion, GSI will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the Site or on the Internet.

Unauthorized use of any Materials or Third-Party Content contained on the Site may violate certain laws and regulations.

You agree to indemnify and hold GSI and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) GSI or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third-party that your use of the Site or the use of the Site by any person using your user name and/or password (including without limitation, your participation in the posting areas or, your Submissions) violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third-party.

Proprietary Rights.

GSI is a trademark of GSI in the United States. Other trademarks, names and logos on the Site are the property of their respective owners.

Unless otherwise specified in these Terms, all information and screens appearing on the Site, including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of GSI. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.

Intellectual Property Infringement.

GSI respects the intellectual property rights of others, and we ask you to do the same. GSI may, in appropriate circumstances and at our discretion, terminate service and/or access to the Site for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on the Site, please provide GSI’s designated agent the following information:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

• Identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site.

• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Site, and information reasonably sufficient to permit GSI to locate the material.

• Information reasonably sufficient to permit GSI to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.

• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright and/or trademark owner, its agent, or the law.

• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

GSI’s agent for notice of claims of copyright or trademark infringement on the Site can be reached as follows:

Doug Schirle

GSI Technology

1213 Elko Drive

Sunnyvale, CA 94089

Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Submitting a Counter-Notification

We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a valid Digital Millennium Copyright Act (“DMCA”) take-down notice that we have received. If you receive such notice from us, you may provide us with a counter-notification in writing to GSI designated agent that includes all of the following information:

• Your physical or electronic signature;

• Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;

• A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and

• Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which GSI may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

Termination of Repeat Infringers

GSI reserves the right, in its sole discretion, to terminate the account or access of any user of our web site and/or service who is the subject or repeated DMCA or other infringement notifications.

Disclaimer of Warranties.

Your use of the Site is at your own risk. The Materials have not been verified or authenticated in whole or in part by GSI, and they may include inaccuracies or typographical or other errors. GSI does not warrant the accuracy of timeliness of the Materials contained on the Site. GSI has no liability for any errors or omissions in the Materials, whether provided by GSI, our licensors or suppliers or other users.

GSI, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SITE, THE SERVICES, OR ANY MATERIALS, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR AS TO THE COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE SITE, INCLUDING WITHOUT LIMITATION THE MATERIALS. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, MATERIALS, AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE SITE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. GSI DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.

Limitation of Liability.

GSI SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THE SITE. IN NO EVENT SHALL GSI BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF GSI KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE.

Local Laws; Export Control.

GSI controls and operates the Site from its headquarters in the United States of America and the Materials may not be appropriate or available for use in other locations. If you use the Site outside the United States of America, you are responsible for following applicable local laws.

Feedback.

If you send or transmit any communications, comments, questions, suggestions, or related materials to GSI, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Site or Materials, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and GSI is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that GSI is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

General.

GSI prefers to advise you if we feel you are not complying with these Terms and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by GSI, may result in immediate termination of your access to the Site without prior notice to you. The Federal Arbitration Act, California state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. Any disputes relating to these Terms or the Site will be heard in the courts located in Santa Clara County in the State of California. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. GSI’s failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and GSI and supersede all prior or contemporaneous negotiations, discussions or agreements between you and GSI about the Site. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.

Contact Us.

If you have any questions about these Terms or otherwise need to contact GSI for any reason, you can reach us at: [email protected].