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License Clickthrough Agreement

Our system is going under maintenance starting April 18, 2025 at 6:00 PM Pacific and ending April 20, 2025 at 4:00 PM Pacific. During this window, the website may not be reachable. For immediate assistance, please contact techsupport@latticesemi.com.
Before downloading the file Lattice Propel 2023.2 64-bit for Windows,please read and agree to the following Software License Agreement:
                                                Lattice Propel License Agreement 

This Agreement is between (A) Lattice SG Pte. Ltd., located at 101 Thomson Road, United Square #07-02, Singapore 307591 ("Lattice Singapore") and respectively (1) you, as an end user of the Software located outside of the United States, and (2) any legal entity, domiciled outside of the United States, acquiring the Software or on behalf of which you are accepting this Agreement and/or (B) Lattice Semiconductor Corporation, located at 5555 NE Moore Ct. Hillsboro, OR, 97124 USA ("Lattice USA") and respectively (3) you, as an end user of the Software located in the United States, and (4) any legal entity, domiciled in the United States, acquiring the Software or on behalf of which you are accepting this Agreement (Lattice Singapore and Lattice USA, as applicable, being "Lattice" and each person or entity described in (1)-(4) above being a "Licensee" and collectively "Licensees" in the following terms). 
By proceeding with the installation or use of the Software: 

(1) You acknowledge you have read this Agreement, you understand it, and you agree to be bound by the terms and conditions of this Agreement; and

(2) You represent that you are not an employee, agent of or otherwise affiliated with the following companies:  Aldec, Inc., Altium Limited, Avery Design Systems Inc., Blue Pearl Software Inc., Breker Verification Systems, Cadence Design Systems Inc., Dassault Systemes SE, Fintronic USA Inc., Mentor Graphics Corp., Metrics Technologies Inc. (Montana Systems), SmartDV Technologies India Private Limited, Symphony EDA, Synopsys, Inc., SynthWorks Design, Inc., and Zuken Inc.; and (b) any other companies whose primary business is developing or providing FPGA logic simulation or synthesis solutions.

If you do not agree to the terms and conditions of this Agreement, including the Mentor EULA (attached as Exhibit A),  do not use, download, or install the Software, and if you have already obtained the Software from an authorized source, promptly return the media package and all accompanying items (including written materials and binders or other containers), and remove and destroy any electronic copies of the Software in your possession, to the place you obtained them for a full refund of any applicable license fees. 
Lattice and each Licensee agree as follows: 

1.  DEFINITIONS 
"Software" means the Lattice Propel™ Development Suite ("Software"), which includes the Lattice Propel Builder and the Lattice Propel SDK, collectively or individually as the case may be, furnished to Licensee(s) by Lattice, in whatever media or form, and by whatever method, which are enabled for use pursuant to Lattice's software protection mechanism, and for which Licensee(s) has paid any applicable license fees.  Software includes any related update or upgrade programs that may be added from time to time, but does not include any Third Party Components. 

2.  SOFTWARE LICENSE 
a. Subject to your compliance with the terms of this Agreement, Lattice hereby grants to Licensee a non-exclusive, non-transferable license to use the Software on any computer possessed by Licensee on which the Software is designed to operate, such use to be in accordance with and subject to the terms and conditions of this Agreement. 
b. Pursuant to this Agreement, Licensee may (i) physically transfer any Software from one computer to another provided that the Software is used on only one such computer at a time and (ii) use the Software and any output files generated by the Software for the sole purpose of designing configurations for and programming semiconductor components manufactured by or for Lattice and sold by Lattice or its authorized distributors ("Lattice Devices") and (iii) make one (1) copy of the Software for Licensee's own use solely for backup or archive purposes.   Licensee may also merge the Software (or a portion thereof) into any other software to form an updated work; provided that, upon termination or expiration of Licensee's license, the Software shall be completely removed from the updated work and treated as if permission to merge had never been granted.  The use of any portion of the Software included in any such updated work remains at all times subject to the terms and conditions of this Agreement.
c. The Software can use or be used to create Modules, which are each one or more files that can be used to design, or be incorporated into a design being targeted to Lattice Devices, and which represents configuration data for functions, capabilities, or operations to be performed by Lattice Devices, including for configuring a processor (hard or soft) instantiated within a Lattice Device.  Modules may be provided in source code form and can be created or accessed through other software or tools, including Lattice's Module/IP Manager software tool.  A particular Module may be provided by Lattice or by a third party, and usage thereof may be subject to a separate agreement between Lattice or such third party, and the terms and conditions of that separate agreement take precedence over this Agreement, to the extent in conflict herewith, but only with respect to that Module and license terms therefor.  Lattice hereby grants to Licensee a non-exclusive, non-transferable (except as explicitly allowed) license to: (i) modify Modules, which are provided in source code form, and create derivative works thereof t for the sole purposes of designing configurations for and programming Lattice Devices; (ii) use Modules to design configurations for Lattice Devices used in Licensee’s products; and (iii) distribute the Modules and resulting configurations in machine executable (non-source) form only for use with Lattice Devices in Licensee’s products.  Licensee further is granted rights to have the rights in (i)-(iii) performed by third parties on Licensee’s behalf, so long as Licensee remains in all respects directly liable for all terms and conditions of this Agreement, and to sublicense the rights in (iii) to third parties subject to all of the terms and conditions under which Licensee can exercise such rights.  
d. Third Party Components. Certain files or components distributed with the Software are licensed from third parties and subject to separate license terms, which in the case of the Mentor Graphics is found in Exhibit A, or are contained in the applicable release notes, source or header files or other corresponding documentation ("Third Party Components"). Such Third Party Components are licensed to Licensee exclusively pursuant to the terms of their separate applicable license agreement
e. Licensee shall include and shall not alter or remove, Lattice's (and Lattice's suppliers', licensors’, or any other third party’s, as applicable) copyrights, trademarks, and other proprietary notices on any copies and merged versions of the Software and any Modules. 
f. Licensee shall not distribute, copy, transfer, lend, incorporate, modify, or use the Software or any Modules for any purpose except as expressly provided herein.  In particular, no right is granted hereunder (1) to use the Software or any output of the Software to program or develop designs for devices or semiconductors other than Lattice Devices, or (2) for purposes of benchmarking or competitive analysis of the Software with respect to any other software or programmable logic design tool. 
g. Any use or attempted use of the Software or Modules in violation of this Agreement is a breach of the Agreement, which will cause irreparable harm to Lattice, entitling Lattice to seek injunctive relief in addition to all other legal remedies. 
h. If Licensee fails to comply with the provisions of this Agreement, all licenses granted hereunder shall automatically terminate. 
j. Except for the rights expressly granted herein to Licensee, title and all intellectual property rights in and to the Software and Modules, and any copy of thereof which may be made by Licensee hereunder remain the sole and exclusive property of Lattice and/or Lattice’s licensors.
k. Licensee acknowledges that obtaining a license for the Software does not entitle Licensee to technical support from Lattice regarding the Software. However, Lattice will use commercially reasonable efforts to respond to technical support inquiries from Licensee regarding the Software.  Response times to inquiries for technical support are not guaranteed and will be established by Lattice in its sole discretion.  

3.  LIMITED WARRANTY AND REMEDIES 
a. If the Software has been provided on tangible media, then Lattice warrants to Licensee that the media containing the Software will be free from defects in materials and workmanship under normal use and service for a period of ninety (90) days from the date of delivery.  
b. Subject to applicable laws, during the 90-day warranty period, the entire liability of Lattice and its licensors to Licensee, and Licensee's exclusive remedy under this warranty after Licensee's return of the defective Software media, will be for Lattice, at its option, either to replace any such Software media or refund any applicable license fee paid by Licensee to Lattice and terminate this License Agreement.  Any replacement Software or media will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. 
c. Any products which are not returned to Lattice within the warranty period or which have been subject to accident, abuse, misuse, alteration, neglect, or unauthorized repair or installation are not covered by warranty. 

4.  WARRANTY DISCLAIMER 
EXCEPT FOR THE ABOVE EXPRESSED LIMITED WARRANTIES, LATTICE MAKES NO WARRANTIES ON THE SOFTWARE, WHETHER EXPRESSED, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR COMMUNICATION WITH LICENSEE, AND LATTICE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  LATTICE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, OR THAT LICENSEE'S OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.  LICENSEE ASSUMES RESPONSIBILITY FOR SELECTION OF THE SOFTWARE TO ACHIEVE ITS INTENDED RESULTS, AND FOR THE PROPER INSTALLATION, USE, AND RESULTS OBTAINED FROM THE SOFTWARE.  EXCEPT FOR THE ABOVE EXPRESSED LIMITED WARRANTIES, LICENSEE ASSUMES THE ENTIRE RISK OF THE SOFTWARE PROVING DEFECTIVE OR FAILING TO PERFORM PROPERLY AND IN SUCH EVENT, LICENSEE SHALL ASSUME THE ENTIRE COST AND RISK OF ANY REPAIR, SERVICE, CORRECTION, OR ANY OTHER LIABILITIES OR DAMAGES CAUSED BY OR ASSOCIATED WITH THE SOFTWARE.  LATTICE'S SOLE LIABILITY, AND LICENSEE'S SOLE REMEDY, IS SET FORTH ABOVE.  LATTICE DOES NOT WARRANT THAT USE OF THE SOFTWARE DOES NOT INFRINGE ON THIRD PARTIES' INTELLECTUAL PROPERTY RIGHTS, INCLUDING ANY PATENT. 

5.  SOURCE CODE 
Licensee shall not attempt to reverse translate, decompile, or otherwise attempt to derive the source code of Software or Modules provided in object code form.  In the event any source code is explicitly licensed to Licensee as part of the Software, such limitation will not apply to such source code. Licensee shall not alter or remove from the Software or Modules any copyright, trademark or other proprietary notices of Lattice and/or Lattice's licensors.  Any use or attempted use of the Software or Modules in violation of the foregoing restrictions is a breach of the Agreement which will cause irreparable harm to Lattice, entitling Lattice to injunctive relief in addition to all legal remedies. 

6.  LIMITATION OF LIABILITY 
a. Licensee agrees that Lattice's entire liability to Licensee and Licensee's sole remedy hereunder for any cause whatsoever, regardless of the form of the action, shall be limited to the price paid to Lattice for the Software. 
b. IN NO EVENT WILL LATTICE OR ANY OF ITS SUPPLIERS BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY DAMAGES, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING EXPENSES, LOST PROFITS, LOST SAVINGS, OR OTHER DAMAGES OF ANY SORT ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF LATTICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. 

7.  TERM AND TERMINATION 
a. Lattice licenses Software for either a fixed subscription period or for an indefinite term.  Mentor Graphics tools licenses are for a fixed period not to exceed one year, and are either Site Floating or Mobile Compute licenses as contained in Section 2.1.1 and Section 2.2 of the Mentor Graphics EDA Software Supplemental terms in Exhibit A.  If Licensee has a subscription license to use the Software, then Lattice will issue Licensee an activation key that enables Licensee to run the Software for a period of either six months or one year.  If Licensee has a subscription license, then Licensee's right to use the Software and this Agreement will terminate at the end of the subscription period.  Otherwise, this Agreement will continue indefinitely, until and unless terminated.  If Licensee purchased an initial subscription license, then, upon Licensee's payment of any applicable fees for renewal of the subscription, Licensee shall have the right to continue to run the Software for an additional fixed period of time.  The terms and conditions for Licensee's use of the Software pursuant to a renewal of a subscription license will be the same as set forth in this Agreement.  This Agreement will terminate automatically in the event Licensee fails to perform any of its obligations hereunder.   
b. Licensee may terminate this Agreement at any time by returning to Lattice the original and all copies of the Software and Modules or by destroying the Software and Modules together with all copies thereof, including all modifications and merged portions in any form.  Lattice may immediately terminate this license for Licensee’s breach thereof.  Upon expiration or termination of this Agreement for any reason, Licensee shall either return to Lattice the original and all copies of the Software and Modules, or, upon Lattice's request, destroy such original and copies and provide Lattice with written certification of their destruction.   
c. All licenses granted in Section 2 terminate immediately upon expiration or termination for any reason.  No refunds will be provided except as provided in Section 3. The obligations of Lattice and Licensee under the provisions of Sections 2(j), 4-14, and those of Licensee as set forth in the Mentor Graphics EULA in Exhibit A will survive any expiration or termination of this Agreement.  Except for termination due to a material breach by Licensee (directly or by a third party acting on behalf of Licensee) or by any sublicensee pursuant to Section 3(c)(iii), the licenses under Section 3(c)(iii) shall survive with respect to Modules create by Licensee before termination, subject to Licensee’s compliance with all conditions and limitations set forth herein applicable thereto. 

8.  EXPORT CONTROL 
Licensee shall not export the Software or the direct product thereof without first obtaining any necessary U.S. or other governmental licenses and approvals.  In connection with such export control compliance, Licensee certifies as follows: 
* that Licensee is not on the Denied Persons List maintained by the U.S. Bureau of Industry and Security; 
* that Licensee is not on the list of Specially Designated Nationals and Blocked Persons maintained by the U.S. Department of the Treasury; 
* that Licensee is not a citizen or resident of, or an agent of, Cuba, Iran, Iraq, North Korea, Sudan, or Syria, or any other country to which export of the referenced Software is prohibited, such as, but not limited to, by executive order of the President of the United States; and 
* that Licensee is legally permitted, under all applicable export and commerce control laws and regulations, to receive the referenced Software. 

9.  U.S. GOVERNMENT RESTRICTED RIGHTS 
The Software and any accompanying documentation provided to agencies of the U.S. Government are "commercial computer software" and "commercial computer software documentation" pursuant to DFARS 227.7202 and FAR 12.212, and their successors. All use, reproduction, release, performance, display or disclosure of the Software and related documentation by or for the U.S. Government shall be in strict accordance with the terms and conditions of this Agreement.  Contractor/manufacturer is Lattice Semiconductor Operations LLC c/o Lattice Semiconductor Corporation, 5555 NE Moore Ct., Hillsboro, Oregon 97124 and its licensors. 

10.  INFORMATION REGARDING PERSONAL DATA. 
If you downloaded this Software from our website, we have collected information about you, including your name and contact information, from the information you provided when you registered to use the website. If you acquired the Software from a source other than our website, we will ask you for certain information, including your name and contact information, as part of the installation procedure. Some of our Software comes bundled with software from third party providers, including Mentor Graphics Corp.  If you obtain a license key from us for such Software, we will provide your name, corporate affiliation, address, phone number, fax number, and email address, along with information about the software version you have chosen, to the appropriate third party provider.  You consent to such information collection, storage, processing and provision by virtue of accepting this license or otherwise using any part of the Software.  Your rights with respect to your Personal Information is further explained in Lattice’s privacy policy, found at https://www.latticesemi.com/About/LegalNotices/PrivacyPolicy.aspx

11. FEEDBACK  
If Licensee provides any ideas regarding Software, including requests for changes or enhancements ("Feedback"), in the course of using or evaluating or using the Software, Licensee agrees that such Feedback may be used by Lattice without condition or restriction.

12.  FORCE MAJEURE
Neither party will be liable for failure in performance due to any cause beyond its reasonable control provided the delayed party promptly notices the other party and uses commercially reasonable efforts to correct the failure.

13. GENERAL 
IF LICENSEE IS LOCATED IN THE UNITED STATES, THIS AGREEMENT SHALL BE GOVERNED EXCLUSIVELY BY THE LAWS OF THE STATE OF OREGON, U.S.A, WITHOUT REFERENCE TO ANY CONFLICT OF LAW PRINCIPLES, AND VENUE FOR ANY SUIT ARSING UNDER THIS AGREEMENT SHALL BE BROUGHT EXCLUSIVELY IN THE FEDERAL OR STATE COURTS WITHIN THE FEDERAL DISTRICT COURT OF THE STATE OF OREGON HAVING SUBJECT MATTER JURISDICTION THEREFORE. IF LICENSEE IS LOCATED IN A COUNTRY OTHER THAN THE UNITED STATES, THIS AGREEMENT SHALL BE GOERNS EXCLUSIVELYBY THE LAWS OF THE REPUBLIC OF SINGAPORE WITHOUT REFERENCE TO ANY CONFLICT OF LAW PRINCIPLES.   
THE APPLICATION OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED. NOTHING IN THIS AGREEMENT WILL BE INTERPRETED OR CONSTRUED SO AS TO LIMIT OR EXCLUDE THE RIGHTS OR OBLIGATIONS OF LICENSEE OR LATTICE WHICH IT IS UNLAWFUL TO LIMIT OR EXCLUDE UNDER APPLICABLE LAWS, INCLUDING THE LAWS OF ANY MEMBER STATE OF THE EUROPEAN UNION WHICH IMPLEMENTS RELEVANT EUROPEAN COMMUNITIES COUNCIL DIRECTIVES. 

Except as specifically provided in this Agreement, Licensee may not sublicense, assign, or transfer this license, or the Software.  Any attempted assignment, transfer or sublicense by Licensee in violation of this provision shall be void.  Licensee may transfer this Agreement, and any licenses that it may have in Modules validly produced pursuant to this Agreement, in connection with a change of control.  Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties.  
The prevailing party in any legal action or arbitration arising out of this Agreement shall be entitled to reimbursement for reasonable attorney’s fees and expenses, in addition to any other rights and remedies such party may have. This Agreement is the entire understanding and agreement between the parties with respect to use of the Software and supersedes any other communications or prior agreements, oral or written, regarding the Software.  If any provision of this Agreement is held invalid, the remainder of the Agreement shall continue in full force and effect.  Lattice’s failure to enforce or exercise any provision herein shall not be deemed a waiver of that provision.   
Please direct all inquiries, in writing, to Lattice Semiconductor Corporation, 5555 NE Moore Ct, Hillsboro, OR 97124 and to legalnotice@latticesemi.com. 
Lattice Patent Rights:  

This Software is made available for use under a license from Lattice to all applicable U.S. and foreign patents, subject to the conditions and restrictions provided by this License Agreement.  Applicable patents may be referenced in the Legal Notice located at: http://www.latticesemi.com/About/LegalNotices.aspx

Lattice does not represent that the products described herein are free from patent infringement or from any third-party right. 
Trademark Rights: This Software may contain registered trademarks of Lattice or third parties.  Such trademarks are the property of their respective owners.  
The Software governed by this License Agreement is Copyright (c) 2019-2020 Lattice Semiconductor Corporation.  All rights reserved. 

Rev. 12.2020


EXHIBIT A

MENTOR GRAPHICS EULA

SIEMENS
End User License Agreement

This End User License Agreement ("EULA") and the applicable Supplemental Terms (together, this "Agreement") are entered into between the Siemens entity named on the Order ("SISW") and the customer that accepted this Agreement ("Customer"). This Agreement may be accepted by manual signature or electronic signature, or through an electronic system specified by SISW. In the electronic system, Customer will be prompted to accept these terms by clicking a button. Clicking the button or using the Products or Services indicates that Customer has read, understood, and accepted these terms. If Customer does not accept this Agreement, Customer must return the Product(s) to SISW or its authorized solution partner prior to installation or use for a refund.

1.	DEFINITIONS
(a)	"API" means application programming interface.
(b)	"Documentation" means user documentation provided by SISW for Software, Hardware, or Services, in print, online, embedded as part of a help function, or in license files, "read me" files, header files, or similar files. Documentation includes license specifications, technical specifications, API information, and instructions for use.
(c)	"Hardware" means hardware equipment, devices, accessories, and parts delivered by SISW hereunder, including firmware incorporated therein.
(d)	"Maintenance Services" means Product maintenance, enhancement, and technical support services provided by SISW.
(e)	"Order" means an order form (Order Form), statement of work (SOW), Licensed Software Designation Agreement (LSDA), or similar ordering document that (i) incorporates the terms of this Agreement and sets forth the Products and Services ordered by Customer and any associated fees and (ii) has been agreed by manual or electronic signatures of both parties or agreed through an electronic system specified by SISW. In the electronic system, Customer will be prompted to accept by clicking a button.
(f)	"Products" means Software, Hardware, and Documentation.
(g)	"Professional Services" means training, consulting, engineering, or other professional services provided hereunder by or on behalf of SISW, typically pursuant to a statement of work (SOW).
(h)	"Services" means Maintenance Services and Professional Services.
(i)	"Software" means software licensed by SISW to Customer hereunder, including updates, modifications, design data, and all copies thereof. Software includes associated APIs, as well as scripts, toolkits, libraries, reference or sample code, and similar materials.
(j)	"SISW IP" means all patents, copyrights, trade secrets, and other intellectual property rights in or related to Products or Services.
(k)	"Supplemental Terms" means those separate terms and conditions that apply to Products or Services as attached hereto, set forth or referenced in an Order, or otherwise agreed by the parties.

2.	ORDERS
2.1.	Ordering Products or Services. The parties may enter into one or more Orders for Products or Services under this Agreement. Each Order is binding on the parties and is governed by the terms of this EULA and all applicable Supplemental Terms.
2.2.	Delivery of Software. Delivery of Software occurs when SISW makes Software available to Customer via electronic download from a website specified by SISW. Physical shipment of the media may be done at SISW’s option, as an accommodation to Customer, or because certain elements of the Software are not available for electronic download. Software will be delivered subject to EXW (Incoterms 2020) for deliveries that occur entirely within the United States, Russia, China, or India. All other Software will be delivered subject to DAP (Incoterms 2020).
2.3.	Payment. Customer will pay the fees set forth in the applicable Order within 30 days of the invoice date unless otherwise agreed by the parties. Unless specified otherwise in the applicable Order, fees related to Products and Maintenance Services are invoiced in advance and Professional Services will be invoiced monthly as charges are incurred.
2.4.	Taxes. All prices are exclusive of any taxes and any other fee. Customer agrees to pay or reimburse SISW or its authorized solution partner for the payment of any applicable taxes or duties including, but not limited to, sales taxes, value added taxes, goods and services taxes, consumption taxes, or any other fee that is imposed by any government authority on Customer’s use of or license to the Products or Customer’s receipt of any Services. If Customer is exempt from value-added or sales tax, then it must provide a valid, timely, and executed exemption certificate, direct pay permit, or other such government-approved documentation to SISW or its authorized solution partner. If Customer is required by law to make any income tax deduction or to withhold income tax, after the application of reductions available under international treaties, from any sum payable directly to SISW hereunder, Customer will promptly effect payment thereof to the applicable tax authorities, and will also promptly provide SISW with official tax receipts or other evidence issued by the applicable tax authorities to support a claim for tax credit relief. Notwithstanding the foregoing, Customer is responsible for, and will indemnify SISW for, any taxes, including withholding taxes, resulting from making licenses available to users in geographic regions outside the country in which Customer is located as per the Order.

3.	SOFTWARE LICENSE AND PRODUCT MAINTENANCE SERVICES TERMS
3.1.	License Grant and Conditions.
(a)	License Grant. SISW grants Customer a nonexclusive, nontransferable, limited license to install and use Software and related Documentation for Customer’s internal business purposes for the time period specified in the Order, and subject to the applicable Supplemental Terms. Software is provided in object code form only, unless otherwise specified in this Agreement. Software is the trade secret of SISW or its licensors. Customer may copy Software only as required to support the authorized use. Each copy must include all notices and legends embedded in Software and affixed to its medium or container as received from SISW. SISW or its licensors retain title to and ownership of Software and SISW IP. SISW reserves all rights in Products and SISW IP not expressly granted herein.
(b)	License Compliance. SISW reserves the right to embed a reporting mechanism in Software to determine unauthorized use of licenses. The mechanism does not transmit technical or business data that Customer processes with Software.
(c)	Third-Party and Open Source Software. Products may contain third-party technology, including open source software ("Third-Party Technology"). Third-Party Technology may be licensed by third parties under separate terms ("Third-Party Terms"). Third-Party terms are specified in the Documentation and control solely with respect to Third-Party Technology. If Third-Party Terms require SISW to furnish Third-Party Technology in source code form, SISW will provide it upon written request and payment of any shipping charges.
3.2.	Maintenance Services Terms. Maintenance Services are governed by the terms found at https://www.plm.automation.siemens.com/global/en/legal/online-terms/mes/index.html and are incorporated herein by reference.
3.3.	Customer Responsibilities.
(a)	Transfer and Remarketing of Software. Unless otherwise provided in this Agreement or required to be permitted by applicable law, Customer will not cause or permit the transfer, loan, lease, publication, or use of Software to or for the benefit of any third party without the prior written consent of SISW.
(b)	Reverse Engineering, Modification, Use of APIs. Customer will not reverse engineer, decompile, or otherwise attempt to discover the source code of Software. Customer will use Software provided in source code form only to modify or enhance Software for its authorized use. Customer will not otherwise modify, adapt, or merge Software. Customer will not subject Software to any open source software license that conflicts with this Agreement or that does not otherwise apply to such Software. Customer will not use Software for the purpose of developing or enhancing any product that is competitive with Software. Customer will only use APIs identified as published in the Documentation and only as described therein to support the authorized use of Software. The restrictions set out in this Section do not apply to the extent they conflict with mandatory applicable law.
(c)	Third Party Hosting of Software; Indemnity. Customer may only engage a third party to host Software ("Provider") with SISW’s prior written consent. SISW may require a separate written agreement as a condition to such consent. Software hosted by a Provider must remain under Customer’s sole control at all times, unless management and operation of Software by the Provider is explicitly approved by SISW, in which case Customer will ensure that the Provider manages and operates Software in conformance with this Agreement and solely for Customer’s internal business purposes as permitted herein. If Customer becomes aware of any actual or suspected unauthorized use or disclosure of Software, Customer shall immediately terminate Provider’s access to Software. A breach of this Agreement caused by a Provider will constitute a breach by Customer. Customer will indemnify and hold SISW and its affiliates harmless from all claims, damages, fines, and costs (including attorney’s fees and expenses) arising in connection with Customer’s use of the Provider’s services. Customer will notify SISW if the Provider or its relevant business comes under the control of a third party, in which case SISW may withdraw its prior consent.
(d)	Security. Customer is responsible for the security of Customer’s systems and data, including Products on Customer’s systems. Customer will take commercially reasonable steps to exclude malware, viruses, spyware, and Trojans.
(e)	Third-Party Claims. Customer acknowledges that SISW does not control Customer’s processes or the creation, validation, sale, or use of Customer’s products. SISW will not be liable for any claim or demand made against Customer by any third party, except for SISW’s obligations to indemnify Customer against infringement claims as expressly set forth herein.
(f)	Responsibility for Users. Customer is liable for a breach of this Agreement by any user of the Products or Services.
(g)	Host Identifier. Customer will provide SISW with sufficient information, including the host identifier for each workstation or server upon which the license management portion of Software will be installed, for SISW to generate a license file enabling Software access per the scope of the licenses granted under each Order.
(h)	Audit. Customer will at all times maintain records identifying Software, the location of each copy thereof, and the location and identity of workstations and servers on which Software is installed. SISW may, during regular business hours and upon reasonable advance notice, conduct an audit of Customer’s compliance with this Agreement. Customer will permit SISW or its authorized agents to access facilities, workstations, and servers and take all commercially reasonable actions to assist SISW in determining compliance with this Agreement. SISW and its agents will comply with reasonable security regulations while on Customer’s premises.

4.	WARRANTIES AND DISCLAIMERS
4.1.	Defects. SISW warrants that, for a period of 90 days following the date Software is initially made available to Customer under an Order, it will provide the material features and functions described in the Documentation. The foregoing warranty excludes (i) Software provided at no charge, (ii) Software provided upon re-mix, (iii) Software that is designated as retired or not generally supported as of the date of the Order, and (iv) deliveries governed by the Maintenance Services terms. SISW’s entire liability and Customer’s exclusive remedy for a breach of this warranty will be, at SISW’s option, to correct or work around errors, or replace defective Software or refund license fees paid for defective Software returned by Customer.
4.2.	Disclaimer. SISW MAKES NO WARRANTIES EXCEPT FOR THE EXPRESS LIMITED WARRANTIES PROVIDED IN THIS AGREEMENT. REPRESENTATIONS ABOUT PRODUCTS, FUNCTIONALITY, OR SERVICES IN ANY COMMUNICATION WITH CUSTOMER CONSTITUTE TECHNICAL INFORMATION, NOT A WARRANTY OR GUARANTEE. SISW DISCLAIMS ALL OTHER WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. SISW DOES NOT WARRANT THAT THE OPERATION OF THE PRODUCTS OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.

5.	LIMITATION OF LIABILITY AND INDEMNIFICATION
5.1.	Limitation of Liability. THE ENTIRE, COLLECTIVE LIABILITY OF SISW, SISW’S AFFILIATES, SISW’S LICENSORS, AND THEIR REPRESENTATIVES, FOR ALL CLAIMS AND DAMAGES RELATED IN ANY WAY TO THIS AGREEMENT, IN THE AGGREGATE AND REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT PAID TO SISW FOR THE SOFTWARE LICENSE, HARDWARE, OR SERVICE THAT GAVE RISE TO THE CLAIM. THE FOREGOING LIMITATION DOES NOT APPLY TO SISW’S INDEMNITY OBLIGATION IN SECTION 5.2. IN NO EVENT WILL SISW, SISW’S AFFILIATES, SISW’S LICENSORS, OR THEIR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOSS OF PRODUCTION, INTERRUPTION OF OPERATIONS, OR LOST DATA OR PROFITS, EVEN IF SUCH DAMAGES WERE FORESEEABLE. FOR PRODUCTS AND SERVICES PROVIDED AT NO CHARGE, SISW, SISW’S AFFILIATES, SISW’S LICENSORS, AND THEIR REPRESENTATIVES, SHALL HAVE NO LIABILITY WHATSOEVER. CUSTOMER MAY NOT MAKE A CLAIM UNDER THIS AGREEMENT MORE THAN TWO YEARS AFTER THE EVENT GIVING RISE TO THE CLAIM IS OR SHOULD HAVE BEEN DISCOVERED BY CUSTOMER.
5.2.	Intellectual Property Infringement Indemnity.
(a)	Infringement Claim Indemnity. SISW will indemnify and defend, at its expense, any action brought against Customer to the extent that it is based on a claim that any Product infringes any copyright, any trade secret, or a patent or trademark issued or registered by the United States, Japan, or a member of the European Patent Organization, and will pay all damages finally awarded against Customer by a court of competent jurisdiction or agreed in a settlement, provided that Customer gives SISW (i) prompt written notice of the claim, (ii) all requested information and reasonable assistance related to the claim, and (iii) sole authority to defend or settle the claim. SISW will not admit liability or incur obligations on Customer’s behalf without Customer’s prior written consent, which shall not be unreasonably withheld.
(b)	Injunction. If a permanent injunction is obtained against Customer’s use of a Product, SISW will obtain for Customer the right to continue using the Product or will replace or modify the Product to become non-infringing. If such remedies are not reasonably available, SISW will refund the fees paid for the enjoined Product for the remainder of the license term, or amortized over 60 months from the initial delivery of Hardware or a perpetual license, and accept the return of the Product. SISW may, in its sole discretion, provide the remedies specified in this Section to mitigate infringement prior to the issuance of an injunction.
(c)	Exclusions. Notwithstanding anything to the contrary herein, SISW will not have any liability or indemnification obligation to Customer to the extent that an infringement claim arises out of (i) use of a prior version of the Product to the extent that a current version is non-infringing, (ii) failure to use a correction, patch, or new version of the Product offered by SISW that performs substantially the same functions, (iii) use of the Product in combination with software, equipment, data, or products not provided by SISW, (iv) use of a Product provided at no charge, (v) use of a Product that is designated as retired or not generally supported as of the date of the Order, (vi) deliverables resulting from Professional Services, (vii) any adjustment, modification, or configuration of a Product not made by SISW, or (viii) instructions, assistance, or specifications provided by Customer.
(d)	Sole and Exclusive Remedy. Section 5.2 sets forth the sole and exclusive liability of SISW to Customer for infringement of third-party intellectual property rights.

6.	TERMINATION
6.1.	Termination. Licenses for a limited term terminate upon expiration of the term. SISW may immediately terminate this Agreement or any Product license granted or Services provided hereunder upon notice to Customer (i) for reasonable cause, including, without limitation, Customer’s unauthorized installation or use of SISW software, Customer filing or being filed in bankruptcy, Customer ceasing to do business, or any breach of Sections 2.3, 3, 7, or 8 of this EULA, (ii) in order to comply with the law or requests of governmental entities, or (iii) for any other breach that remains uncured after 30 days’ notice thereof
6.2.	Effect of Termination. Upon termination of this Agreement, the licenses granted and Services provided hereunder automatically terminate. Upon termination of any license, Customer will immediately remove and destroy all copies of Software, Documentation, and other SISW Confidential Information, and certify such removal and destruction in writing to SISW. No refund or credit will be given as a result of termination under Section 6. Termination of this Agreement or any Services or license granted hereunder will not relieve Customer of its obligation to pay the total fees set forth in any Order, which fees will become due and payable immediately upon termination. Sections 2.3, 2.4, 4.2, 5.1, 6.2, 7, 8, and 9.8 survive termination of this Agreement.

7.	EXPORT COMPLIANCE
7.1.	Export. SISW’s obligations under this Agreement are conditioned upon Customer’s compliance with, and Customer agrees to comply with, all applicable export and re-export controls, embargoes, and economic and trade sanctions laws and regulations, including in any event, those of the United States and the European Union ("Export Laws"). Customer represents that any Products and Services provided hereunder and any derivatives thereof will not be (i) downloaded or accessed by a Sanctioned Person, (ii) exported, re-exported (including any ‘deemed exports’), shipped, distributed, delivered, sold, resold, supplied, or otherwise transferred, directly or indirectly, to any Sanctioned Person or otherwise in a manner contrary to the Export Laws, (iii) used for any purpose prohibited by the Export Laws, or unless expressly authorized by SISW in writing, (iv) used for non-civilian purposes (e.g. armaments, nuclear technology, weapons, any other usage in the field of defense and military). Without limiting the foregoing, Customer represents and warrants that (i) it is not a Sanctioned Person, and (ii) it will not download or otherwise access, or facilitate a third party’s download or access of, any Product or Services from a Sanctioned Country. Customer will, at least once per year, review and update its list of users who have access to a Product or Services and confirm that no such user is a Sanctioned Person and that all such users may continue to access Products and Services in compliance with Export Laws. SISW may conduct the necessary Export Laws checks and, upon request, Customer will promptly provide SISW with any necessary information. "Sanctioned Country" means a country or territory that is itself the subject or target of any comprehensive trade or economic sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine). "Sanctioned Person" means any person (i) listed in the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control or in any Export-Control-Related list of designated persons maintained by the U.S. Department of Commerce, the U.S. Department of State, the United Nations Security Council, the European Union, any Member State of the European Union, or the United Kingdom; (ii) operating, organized, or resident in a Sanctioned Country; (iii) the government of, or acting for or on behalf of the government of, Venezuela, or a Sanctioned Country; or (iv) owned or controlled by one or more such persons.
7.2.	Information Disclosure. If Customer discloses to SISW any information that is (i) Covered Defense Information or Controlled Unclassified Information as defined in U.S. Government regulations or (ii) subject to Export Laws that require controlled data handling, Customer will notify SISW personnel in advance of each instance of disclosure and will use the notification tools and methods specified by SISW.
7.3.	Remedies, Indemnification. In the event that Customer fails to comply with any provision of Section 7 or violates any Export Laws in connection with Products or Services, SISW will have the right to take action in accordance with the terms of this Agreement and as required by U.S. law or the applicable law. Further, Customer will indemnify and hold harmless SISW, its affiliates and their representatives against any claims, damages, fines, and costs (including attorney’s fees and expenses) relating in any way to Customer’s noncompliance with Section 7, including Customer’s violation or alleged violation of any Export Laws.
7.4.	Impediments. SISW will not be obligated to perform under this Agreement if such performance is prevented by any impediments arising out of national or international foreign trade or customs requirements or any embargoes or other sanctions including, but not limited to, embargoes or other sanctions imposed by the United Nations, the European Union, or the United States.

8.	CONFIDENTIALITY AND DATA PROTECTION
8.1.	Confidential Information. "Confidential Information" means all information disclosed by one party or any of its affiliates to the other party under this Agreement that is marked as confidential or the confidential nature of which is evident to a reasonable person. SISW Confidential Information includes the terms of this Agreement, Products, Services, SISW IP, and any information Customer derives from benchmarking the Products or Services. The receiving party will (i) not disclose Confidential Information, except on a need-to-know basis to its employees, affiliates’ employees, consultants, contractors, and financial, tax, and legal advisors; and with respect to the use of Products solely as authorized by the agreed license terms, (ii) use and copy Confidential Information only as required to exercise rights or perform obligations under this Agreement, and (iii) protect Confidential Information from unauthorized use or disclosure. The receiving party (i) will ensure that all its recipients of Confidential Information are bound by confidentiality obligations and use restrictions at least as restrictive as those herein, and (ii) will be liable for compliance with this Section by each of its recipients. SISW and its affiliates may name Customer as a customer on their websites and in customer lists and other marketing materials.
8.2.	Exclusions. The foregoing confidentiality obligations will not apply to any Confidential Information that (i) is or becomes generally available to the public other than as a result of disclosure by the receiving party in violation of this Agreement; (ii) becomes available to the receiving party from a source other than the disclosing party, provided that the receiving party has no reason to believe that such source is itself bound by a legal, contractual, or fiduciary obligation of confidentiality; (iii) was in the receiving party’s possession without an obligation of confidentiality prior to receipt from the disclosing party; (iv) is independently developed by the receiving party without the use of, or reference to, the disclosing party’s Confidential Information; or (v) is required to be disclosed by a governmental agency or law, so long as the receiving party promptly provides the disclosing party with written notice of the required disclosure, to the extent such notice is permitted by law, and cooperates with the disclosing party to limit the scope of such disclosure.
8.3.	Data Protection. When SISW processes personal data on Customer’s behalf in connection with Products or Services, the terms set out at https://www.plm.automation.siemens.com/global/en/legal/online-terms/general-data-protection.html are incorporated herein by reference and shall apply to the use of such Product and Services. Customer will indemnify and hold harmless SISW, its affiliates and their representatives from any claims, damages, fines, and costs (including attorney’s fees and expenses) relating in any way to Customer’s noncompliance with applicable data protection laws.

9.	ADDITIONAL TERMS AND CONDITIONS
9.1.	SISW Affiliates. Companies directly or indirectly owned or controlled by SISW’s ultimate parent company may exercise SISW’s rights and fulfill SISW’s obligations under this Agreement. SISW remains responsible for its obligations hereunder.
9.2.	Assignment. This Agreement will extend to and be binding upon the successors and permitted assigns of the parties. However, this Agreement and the licenses granted hereunder may not be assigned, sublicensed, or otherwise transferred (by operation of law or otherwise) by Customer without the prior written consent of SISW.
9.3.	License Rights Applicable to the U.S. Government. Products and Services are commercial products that were developed exclusively at private expense. If Products or Services are acquired directly or indirectly for use by the U.S. Government, then the parties agree that the Products and Services are considered ‘Commercial Items’ and ‘Commercial Computer Software’ or ‘Computer Software Documentation’, as defined in 48 C.F.R. §2.101 and 48 C.F.R. §252.227-7014(a)(1) and (a)(5), as applicable. Software and Documentation may only be used under the terms and conditions of this Agreement as required by 48 C.F.R. §12.212 and 48 C.F.R. §227.7202. The U.S. Government will only have the rights set forth in this Agreement, which supersedes any conflicting terms or conditions in any government order document, except for provisions which are contrary to applicable mandatory federal laws. SISW will not be required to obtain a security clearance or otherwise be involved in accessing U.S. Government classified information.
9.4.	Feedback. If Customer provides any ideas regarding the Products or Services, including suggestions for changes or enhancements, (collectively "Feedback") in the course of using or evaluating the Products or Services, Customer agrees that such Feedback may be used by SISW without condition or restriction.
9.5.	Force Majeure. Neither party will be liable for delay or failure to perform due to any cause beyond its reasonable control, which could not have been prevented by good industry practice, provided the delayed party promptly notifies the other party.
9.6.	Notices. Notices relating to this Agreement will be in writing and sent to the party’s address as specified in the applicable Order. A party may change its address for receipt of notice by delivery of written notice to the other party.
9.7.	Language. If SISW provides a translation of the English language version of this Agreement, the English language version of this Agreement will control in the event of any conflict.
9.8.	Governing Lay and Jurisdiction.  This Agreement will be governed by the substantive laws, excluding choice-of-law rules, of (i) the State of Delaware, United States for all Orders entered by an SISW affiliate in North or Sourth America, provided that Brazilian law will apply for all Orders entered between an SISW affiliate in Brazil and a Brazilian entity, (ii) Hong Kong for all Orders entered by an SISW affiliate in Asia or Australia, provided that Japanese law will apply for all Orders entered between an SISW affiliate in Japan and a Japanese entity, and (iii) Switzerland for all other Orders. All disputes arising out of or in connection with this Agreement will be: (a) subject to the exclusive jurisdiction and venue of the federal courts of Delaware for all Orders governed by Delaware law, provided all Orders governed by Brazilian law will be subject to the exclusive jurisdiction and venue of the Court of Sao Caetano do Sul-SP, (b) finally settled under the rules of arbitration of the International Chamber of Commerce (ICC) with Hong Kong as the seat of arbitration for all Orders governed by Hong Kong or Japanese law, or (c) finally settled under the rules of arbitration of the ICC with Zurich, Switzerland as the seat of arbitration for all Orders governed by Swiss law.  In any arbitration, the arbitrators will be appointed in accordance with the ICC rules, the language used will be English, and orders for the production of documents will be limited to the documents on which each party specifically relies in its submission. Notwithstanding the foregoing, SISW may bring an action to enforce or preserve its intellectual property rights in the jurisdiction where the Products are being used. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
9.9.	No Waiver; Validity and Enforceability. The failure to enforce any provision of this Agreement will not be construed as a waiver of such provision. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions will not be affected, and such provision will be deemed restated to reflect the original intentions of the parties as nearly as possible in accordance with applicable law.
9.10.	Entire Agreement and Order of Precedence. This Agreement constitutes the full and complete agreement between the parties with respect to the subject matter hereof and supersedes any previous or contemporaneous agreements or communications, whether written or verbal, relating to such subject matter. This Agreement may not be varied other than in writing by manual signatures or electronic signatures of authorized representatives of both parties. In the event of a conflict between this EULA and any Supplemental Terms, the Supplemental Terms prevail. In the event of a conflict between this Agreement and an Order, the Order prevails with respect to the Products or Services ordered thereunder. The terms of any purchase order or similar Customer document are excluded and such terms will not apply to any Order for Products or Services, and will not supplement or modify this Agreement.

EDA Software 
Supplemental Terms

These EDA Software Supplemental Terms ("EDA Terms") amend the End User License Agreement ("EULA") between Customer and SISW solely with regard to electronic design automation Software, including without limitation any Products identified on the Order as EDA, ("EDA Software"). These EDA Terms together with the EULA and other applicable Supplemental Terms form the agreement between the parties ("Agreement").
1.	DEFINITIONS. Capitalized terms used herein have the meaning as defined in the EULA. The following additional definitions apply to these EDA Terms:
(a)	"Authorized Agents" means individuals, excluding EDA Competitor personnel, who are working on Customer’s premises and require access to EDA Software in support of Customer’s internal business as contractors.
(b)	"Authorized Users" means Customer’s employees and Authorized Agents. For licenses granted for a Territory that includes more than one Site, this also includes employees and Authorized Agents of Customer Subsidiaries.
(c)	"Customer Subsidiaries" means entities, excluding EDA Competitors, controlled by Customer. For purposes of this definition ‘control’ means the direct or indirect ownership of more than 50% of the voting securities of an entity.
(d)	"EDA Competitor" means any individual or entity that is in the business of developing, marketing, or providing electronic design automation solutions including but not limited to applications software, intellectual property and embedded products, or associated consulting or support services.
(e)	"Site" means a single physical Customer location where EDA Software is permitted to be used by Authorized Users. Provided that an Authorized User’s official and customary place of work is a licensed Site, occasional use of EDA Software by such user from locations other than that Site (e.g., use from that user’s residence, an airport, a hotel, etc.) shall be regarded as use on the Site and in compliance with the Site restriction.
(f)	"Territory" means the Site(s) or geographic area specified in the Order where Customer is licensed to install and use EDA Software. If not specified in the Order nor elsewhere in the Agreement, the Territory shall be the Site at which EDA Software is installed.

2.	LICENSE TYPES. The following license types may be offered with respect to individual EDA Software products. Additional license types may be specified with respect to certain products as set forth in an Order. Each license may be used only by Authorized Users in the Territory and for the term specified in the Order. Separate installations must be maintained for EDA Software licensed with different Territory specifications.
2.1.	"Backup" license means a license granted solely to support redundancy on Customer’s backup or failsafe installations.
2.2.	"Floating" license means a license that at any given moment is limited to the maximum number of Authorized Users indicated on the Order. Unless specified otherwise in the Order, such license is limited to a single session by a single Authorized User at a time.
2.3.	"Node-Locked" license means a license that is restricted to a single workstation at the Site authorized in the Order and limited to a single session by a single Authorized User at a time. Node-Locked licenses may include a hardware lock device or dongle to manage this restriction. Hardware lock devices or dongles are freely transportable to another workstation within the Territory without issuing a new license file.
2.4.	"Perpetual" or "Extended" license means a license that extends indefinitely. Perpetual licenses do not include Maintenance Services.
2.5.	"Subscription" or "Term" license means a license for a limited term as identified in an Order. Unless provided otherwise in the Order, Maintenance Services are included in the Subscription license fee.
2.6.	"Test/QA" license means a license granted solely for the support of ongoing installation customization, support and testing, and may not be used in a production environment or for any other purpose.

3.	ADDITIONAL RIGHTS AND RESTRICTIONS
3.1.	Orders by Customer Subsidiaries and Third Party Payers; Responsibility for Payment. Any Customer Subsidiary may enter into an Order under the Agreement for its own internal use provided the Agreement is referenced in the applicable Order. Customer agrees to fulfill the obligations of any such Customer Subsidiary in the event of default. If Customer appoints a third party to place purchase orders and/or make payments on Customer’s behalf, Customer shall be liable for payment in the event of default by such third party.
3.2.	Taxes. Notwithstanding anything to the contrary in the EULA, Customer will make all payments free and clear of, and without reduction for, any withholding or other taxes. Any such taxes imposed on payments hereunder will be Customer’s sole responsibility.
3.3.	Additional Use Restrictions. Use of licenses for specific EDA Software may be restricted to a certain compute power (e.g., number of cores used to process a job) and several licenses may be combined to utilize the compute power of each license for use by one or more Authorized User(s). These restrictions are specified in the Documentation.
3.4.	Beta Code.
3.4.1.	Portions or all of certain EDA Software may contain code for experimental testing and evaluation (which may be either alpha or beta, collectively "Beta Code"), which may not be used without SISW’s explicit authorization. Upon SISW’s authorization, SISW grants to Customer a temporary, nontransferable, nonexclusive license for experimental use to test and evaluate the Beta Code without charge for a limited period of time specified by SISW. SISW may choose, at its sole discretion, not to release the Beta Code commercially in any form.
3.4.2.	If SISW authorizes Customer to use the Beta Code, Customer agrees to evaluate and test the Beta Code without compensation under normal conditions as directed by SISW and provide SISW with feedback.
3.4.3.	Customer agrees to maintain Beta Code in confidence and shall restrict access to the Beta Code, including the methods and concepts utilized therein, solely to those employees and Customer location(s) authorized by SISW to perform beta testing. Customer agrees that any written evaluations and all inventions, product improvements, modifications, or developments that SISW conceived or made during or subsequent to Customer’s evaluation of the Beta Code, including those based partly or wholly on Customer’s feedback, will be the exclusive property of SISW. SISW will have exclusive rights, title, and interest in all such property. The provisions of this Section 3.4(c) shall survive termination of the Agreement.
3.5.	Use and Protection of Proprietary Files. Log files, data files, rule files, and script files generated by or for EDA Software (collectively "Files"), including without limitation files containing Standard Verification Rule Format ("SVRF") and Tcl Verification Format ("TVF") which are SISW’s trade secret and proprietary languages for expressing process rules, constitute or include confidential information of SISW. Customer may share Files with third parties, excluding EDA Competitors, provided that the confidentiality of such Files is protected by written agreement at least as well as Customer protects other information of a similar nature or importance, but in any case with at least reasonable care. Customer may use Files containing SVRF or TVF only with EDA Software. Under no circumstances shall Customer use EDA Software or Files or allow their use for the purpose of developing, enhancing or marketing any product that is in any way competitive with EDA Software. The provisions of this section shall survive the expiration or termination of the Agreement.
3.6.	Additional Limitations on Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN SHALL APPLY TO SISW’S INTELLECTUAL PROPERTY INFRINGEMENT INDEMNITY OBLIGATIONS UNDER THE AGREEMENT; HOWEVER, NOTHING IN THIS SECTION SHALL PREVENT SISW FROM CONTINUING THE DEFENSE OF ANY ACTION AT ITS SOLE DISCRETION AND EXPENSE. ALL WARRANTY DISCLAIMERS SET FORTH IN THE AGREEMENT SHALL ALSO APPLY WITH RESPECT TO SISW’S LICENSORS. SISW’S LICENSORS WILL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER UNDER THE AGREEMENT.
3.7.	Third Party Beneficiary. Microsoft Corporation is a third party beneficiary of the Agreement as it relates to EDA Software licensed under these EDA Terms with the right to enforce the obligations set forth herein.
I have read and agree to the above License Agreement.
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