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Software 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 B) and Synopsys EUSLMA (attached as Exhibit C), 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 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 computer program(s) furnished to Licensee by Lattice, in whatever media, form and by whatever method, which are enabled for use pursuant to Lattice's software protection mechanism, and for which Licensee 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 herein, 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.  Programmer Software License Terms.  Notwithstanding Section 2(b) of this Agreement, Lattice grants to Licensee the right to use and distribute, as part of Licensee's systems, the Lattice Embedded Programming Software (the "Programmer Software"), in compiled version, for the sole purpose of programming and reprogramming silicon devices supported by the Programmer Software.  Notwithstanding the foregoing, any output files generated by the Software may only be used to program Lattice Devices.  All intellectual property notices of Lattice and its partners included in the master copy of the Programmer Software shall be included in and upon any media or documentation distributed with any system that includes the Programmer Software.  Provided that the above conditions are met, Licensee may make multiple copies of the Programmer Software for use on multiple computers. The Lattice Embedded Programming Software is subject to the terms and conditions of the license set forth in Exhibit A.
d.  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.  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 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.
e.  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 and Synopsys software are found in Exhibits B and C respectively, 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.
f.  Licensee shall include Lattice's (and Lattice's suppliers', as applicable) copyrights, trademarks, and other proprietary notices on any copies and merged versions of the Software.
g.  Licensee shall not distribute, copy, transfer, lend, incorporate, modify, or use the Software for any purpose except as expressly provided herein.
h.  If Licensee fails to comply with the provisions of this Agreement, this license is automatically terminated.
j.  Except for the rights expressly granted herein to Licensee, title and all intellectual property rights in and to the Software and any copy of the Software 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.
5.  SOURCE CODE
Licensee shall not attempt to reverse translate, decompile or otherwise attempt to derive the source code of the Software.  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 any copyright, trademark or other proprietary notices of Lattice and/or Lattice's licensors.  Any use or attempted use of the Software 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
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 B.  If Licensee has a subscription license to use the Software, then Lattice issues 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.  Licensee may terminate this Agreement at any time by returning to Lattice the original and all copies of the Software or by destroying the Software together with all copies thereof, including all modifications and merged portions in any form.  Upon expiration or termination of this Agreement for any reason, Licensee shall either return to Lattice the original and all copies of the Software, or, upon Lattice's request, destroy such original and copies and provide Lattice with written certification of their destruction.  All licenses granted in Section 2 terminate on expiration or termination for any reason.  No refunds are provided except as provided in Section 3.  The obligations of Lattice and Licensee under the provisions of Sections 2(j), 4-11 and those of Licensee as set forth in the Mentor Graphics EULA in Exhibit B and in the Synopsys EUSLMA in Exhibit C will survive any termination of this Agreement.  
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 Limited 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. and Synopsys, Inc.  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 WILL BE GOVERNED BY THE LAWS OF THE STATE OF OREGON, U.S.A. WITHOUT REFERENCE TO ANY CONFLICT OF LAW PRINCIPLES.  IF LICENSEE IS LOCATED IN A COUNTRY OTHER THAN THE UNITED STATES, THIS AGREEMENT WILL BE GOVERNED BY 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. 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 attorneys fees and expenses, in addition to any other rights and remedies such party may have. This Agreement is the entire 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, Oregon, 97124.

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 are contained in the Legal Notice located at: http://www.latticesemi.com/About/LegalNotices.aspx
Lattice does not represent that 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) 2018-2020 Lattice Semiconductor Corporation.  All rights reserved.
Rev. 10.2020




EXHIBIT A
LATTICE EMBEDDED PROGRAMMING SOFTWARE LICENSE TERMS
The Lattice Embedded Programming Software is subject to the following licensing terms:
Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:
* Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
* Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
* Neither the name of Lattice Semiconductor Corporation, its affiliates, or the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.
THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.



EXHIBIT B 
Mentor Graphics EULA

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
"API" means application programming interface.
"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.
"Hardware" means hardware equipment, devices, accessories, and parts delivered by SISW hereunder, including firmware incorporated therein.
"Maintenance Services" means Product maintenance, enhancement, and technical support services provided by SISW.
"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.
"Products" means Software, Hardware, and Documentation.
"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).
"Services" means Maintenance Services and Professional Services.
"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.
"SISW IP" means all patents, copyrights, trade secrets, and other intellectual property rights in or related to Products or Services.
"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 Law and Jurisdiction. This Agreement shall be subject to the applicable laws set forth in the table below, as set forth therein, without reference to any conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any dispute arising out of or in connection with this Agreement shall be resolved as set forth in the table below.

If the SISW entity named on 	the applicable law 	Any dispute arising out of or in 
the Order is in: 		shall be:		connection with this Agreement
							shall be:
-----------------------------------------------------------------------------------------
a country in North or South 	the laws of the State 	subject to the jurisdiction of 
America, with the exception of 	of Delaware, United 	the courts of the State of
Brazil				States.			Delaware, USA. Each party hereby
							irrevocably submits itself to the
							personal jurisdiction of the
							relevant court of the State of
							Delaware for any such disputes.

Brazil,				the laws of Brazil. 	subject to the jurisdiction and
							venue of the Court of Sao Caetano
							do Sul-SP, Brazil.

a country in Asia or Australia/	the laws of Hong Kong.	finally resolved by binding
Oceania, with the exception of				arbitration in accordance with
Japan,							the Rules of Arbitration of the
							International Chamber of Commerce
							("ICC Rules"). The seat of
							arbitration shall be Hong Kong.

Japan,				the laws of Japan.	finally resolved by binding
							arbitration in accordance with
							the ICC Rules. The seat of
							arbitration shall be Hong Kong.

a country not covered by any	the laws of 		finally resolved by binding
of the above,			Switzerland.		arbitration in accordance with
							the ICC Rules. The seat of
							arbitration shall be Zurich,
							Switzerland.

In the event that a dispute is subject to arbitration as described in the table above, arbitrators shall be appointed in accordance with the ICC Rules, the language used for proceedings shall be English, and orders for the production of documents shall be limited to the documents on which each party specifically relies in its submission. Nothing in this Section shall restrict the right of the parties to seek interim relief intended to preserve the status quo or interim measures in any court of competent jurisdiction. Notwithstanding the foregoing, to the extent permissible under applicable laws and to the extent it would not result in the invalidity or inapplicability of this Section, the parties agree that SISW, at its sole discretion, may bring an action in the courts of the jurisdiction(s) where the Products or Services are being used or Customer has its place of business, (i) to enforce its intellectual property rights or (ii) for the payment of fees related to Products or Services.
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:
"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.
"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.
"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.
"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.
"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.
"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.
(a) 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.
(b) 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.
(c) 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.



Exhibit C
Synopsys EUSLMA

END-USER SOFTWARE LICENSE AND MAINTENANCE AGREEMENT
This agreement covers the products and services you license (or purchase) from Synopsys, unless and until we enter into a new agreement that expressly replaces this one.  If you use the Synopsys products and services as an employee of or for the benefit of your company, you represent that you have the power and authority to accept this agreement on behalf of your company.  Your company will be the licensee under this agreement.   By clicking on the "Accept" button of this agreement, or by downloading, installing or using the Synopsys products or services, you consent to the terms and conditions of this agreement on behalf of yourself and the company on whose behalf you will use the Synopsys products and services provided under this agreement.  The effective date of this agreement is the date that you first download, install or use the Synopsys products or services. If you do not agree to the terms and conditions of this agreement or if you do not have the power and authority to accept the terms and conditions of this agreement on behalf of your company, you may not use the Synopsys products and services and Synopsys is unwilling to provide you with them.

TERMS AND CONDITIONS


1. Products and Services
1.1. The Synopsys products and services that you may license or purchase under this agreement are identified in the Purchasing Agreements that you and Synopsys enter into from time to time under this agreement.  These products and services may include (but are not limited to):
(a) DesignWare, which means any software products (including Implementation IP and Verification IP), other than DesignWare Fee-Per-Use Cores, marketed by Synopsys under the brand name "DesignWare".
(b) Licensed Software, which means a Synopsys software product other than DesignWare and DesignWare Fee-Per-Use Cores.
(c) Maintenance Services, which means the software maintenance and support services described in section 5.
(d) Training Services, which means education in the use of Synopsys software products through standard curriculum educational services courses.
1.2. The term "Licensed Products" means Licensed Software and DesignWare.
1.3. Additional terms and conditions (beyond those stated here and in any attached supplements) may apply to certain Licensed Products.  When ordering these Licensed Products, you will be given an opportunity to review the additional terms and conditions that must be accepted for you to receive the Licensed Products.  If the additional terms and conditions conflict in any way with the terms and conditions stated here, the additional terms and conditions will prevail.
2. Licenses
2.1. Your License Rights:  When you purchase a license (other than an evaluation license) to a Licensed Product, upon its delivery you will have a nonexclusive right to:
(a) install the Licensed Product on one or more computers;
(b) install the License Key for the Licensed Product on the computer specifically identified in the License Key;
(c) allow your End Users to use the Licensed Product and Design Techniques, during the License Term, solely for the purpose of creating, modifying, and simulating your own Designs (in the case of DesignWare, this includes validating, testing, and simulating Designs, electronic circuits and devices);
(d) in the case of DesignWare, share Design Databases with a Licensed Design Partner only to allow the Licensed Design Partner to work cooperatively on your Design to the extent permitted by its own DesignWare license (but not sublicense or assign any of your rights in the DesignWare to such Licensed Design Partner);
(e) in the case of ARC Software Development Products, use this Licensed Product, during the License Term, solely for the purpose of creating, debugging, and profiling executable software source code for execution on a System-on-Chip with an embedded ARC microprocessor or on a model of such System-on-Chip;
(f) in the case of ARC MQX Products, until you discontinue the sale and distribution of the applicable ARC MQX Licensee Products, use the ARC MQX Products to (i) customize the Board Support Package Features in the ARC MQX Product solely as necessary for use with your ARC MQX Licensee Product; (ii) create and support an ARC MQX Licensee Executable; (iii) if you have purchased a license to the "closed system license" version of an ARC MQX Product, then you may distribute, solely in or with an ARC MQX Licensee Product, an ARC MQX Licensee Executable that does not expose, directly or indirectly, any APIs of the ARC MQX Product; and (iv) if you have purchased a license to the "binary" version of an ARC MQX Product, then you may additionally distribute to ARC MQX End Customers only that portion of the Documentation necessary for ARC MQX End Customers to access the APIs, provided that such ARC MQX End Customers are obligated not to expose any of the APIs to their customers or any other third parties.
(g) make a reasonable number of copies of the Licensed Product solely for backup or archival purposes; and
(h) make a reasonable number of copies of the Documentation for the Licensed Product and use the Documentation solely to support your use of the Licensed Product.
2.2. Implementation IP License:  In addition, when you are granted a license to any Implementation IP, you will have a nonexclusive right to:
(a) integrate the Implementation IP into your Designs to create one or more Integrated Designs; 
(b) make, use, and sell physical implementations (commonly referred to as semiconductor chips) of one or more of the Integrated Designs;
(c) distribute the Implementation IP in netlist or GDSII format as part of any of your Integrated Designs to any third party that provides foundry services to you, solely for the purpose of having that foundry make physical implementations of one or more of entire Integrated Designs of yours, as long as the third-party foundry is subject to confidentiality obligations regarding the Implementation IP that are no less restrictive than the confidentiality obligations in this agreement; and
(d) if you purchased from Synopsys the right to use certain Implementation IP in source code format, you may modify that Implementation IP in support of your development of Integrated Designs.
2.3. Node-Locked License.  If you have obtained the Licensed Product under a node-locked license, then a "node" refers to a specific machine and the License Product may be installed only on the number of nodes indicated on the applicable Synopsys Purchasing Agreement, must be used only on the node(s) on which it is installed, and may be accessed only by users who are physically present at that node.  Further, a node-locked license may only be used by one (1) user at a time running one (1) instance of the Licensed Product at a time.
2.4. Evaluation Licenses:  If you obtain an evaluation license for a Licensed Product, you will have the same license rights as described above except that you may use the Licensed Product only for the purpose of evaluating it and deciding whether to purchase a license to use it for production purposes.  You shall not use the Licensed Product to design any integrated circuits for production or pre-production purposes or any other commercial use including, but not limited to, for the benefit of your customers.  If you breach the forgoing restrictions, then you shall pay to Synopsys a license fee equal to Synopsys’s perpetual list price plus maintenance for the commercial version of the Licensed Product.  You agree that damages for such a breach would be difficult to assess, and such payment represents a reasonable assessment of the potential damage to Synopsys.  You recognized and agree that this amount is a reasonable, liquidated amount and not a penalty. Also, evaluation copies of Licensed Products are provided "AS IS".  Therefore, the warranty and indemnification provisions in this agreement do not apply to evaluation licenses.
2.5. End Users: You may designate any of your employees whose primary work location is in the designated Use Area as End Users.  
2.6. Use Area; Telecommuting Employees; Use Over a WAN:  You must ensure that your End Users use the Licensed Product only when they are in the designated Use Area, except that any End User who is your employee, whose primary work location is in the designated Use Area, and whose primary residence is within 50 miles of the designated Use Area, may access the Licensed Product from his primary residence through a secure network that requires a secure ID card or other more protective security safeguards.  If you have purchased the right to use a Licensed Product over your wide area network (commonly referred to as a "WAN"), then unless the Purchasing Agreement states otherwise, the Licensed Product may be used by your End Users who are located at any of your facilities worldwide (if you purchased the right to use over a global WAN) or at any of your facilities on the same continent on which your Key Server is located (if you purchased the right to use over a continental WAN). This section 2.6 does not apply to Licensed Products obtained under a node-locked license as referenced in section 2.3.
2.7. Key Servers; Hardware Relocation: You may not permanently relocate a Key Server outside of the designated Use Area without obtaining written approval from Synopsys.  If a Key Server becomes inoperative due to malfunction, repair, or maintenance, you may request Synopsys’s permission to set up and temporarily use a single back-up Key Server on another computer in the same Use Area until the original Key Server returns to service.
2.8. Conditions:  Your right to use the Licensed Product is conditioned upon your timely payment of the full amount of Fees due for the Licensed Product and your compliance with the terms and conditions of this agreement.  When the License Term expires, your license rights also expire and you may no longer use the Licensed Product.
2.9. Restrictions:  You may not (and may not allow anyone else to):
(a) copy or use any Licensed Product (or Documentation) in any manner that is not expressly allowed by the license rights stated above;
(b) decompile, reverse engineer, or otherwise attempt to derive the source code for any Licensed Product or any underlying algorithms, user interface techniques, or other ideas embodied in a Licensed Product;
(c) tamper with, or attempt to circumvent or disable, any License Key (this includes, for example, resetting the CPU time in order to extend the License Term, or using a false host ID number or additional virtualized copy(ies) of the host ID number to enable unauthorized copies of a License Key);
(d) distribute any copy of a Licensed Product (or Documentation) except as expressly allowed by the license rights stated above, or allow anyone other than your End Users to have access to or use (such as in a timesharing, service bureau, or application service provider model) any Licensed Product;
(e) use a Licensed Product (except ARC MQX Products) or its output to create, modify, or simulate Designs for third parties;
(f) use a Licensed Product or its output to develop or enhance any product that competes with a Synopsys product;
(g) modify or create a derivative work of any part of a Licensed Product or Documentation;
(h) disclose the results of any benchmarking of a Licensed Product (whether or not the results were obtained with assistance from Synopsys) to any third party; or
(i) use a Licensed Product in the development of any product if the failure or malfunction of that product could reasonably be expected to result in personal injury, death, or catastrophic loss.
If the License Key limits the number of End Users who may use a Licensed Product simultaneously or the number of simultaneous Clients, you must ensure that this limit is not exceeded, by platform virtualization or any other means.
2.10. Copies:  If you make backup or archival copies of a Licensed Product or Documentation, you must reproduce all copyright, trademark, and other notices that appear on the original copy.
2.11. Transfers and Assignments: You may not transfer or assign your license rights to any other person in any manner (by assignment, operation of law or otherwise) unless you have obtained written consent from Synopsys.  If you attempt to transfer or assign any of your license rights without Synopsys’s consent, the transfer or assignment will be ineffective, null, and void (and you will be in material breach of this agreement).  For purposes of this section 2.11, a transfer or assignment of your license rights will be deemed to have occurred (a) if a third party (or group of third parties acting in concert) acquires beneficial ownership of fifty percent (50%) or more of either (i) your or a Parent Entity’s assets or (ii) the stock or other equity interests entitled to vote for your or a Parent Entity’s directors or equivalent managing authority, or (b) in the event of a merger, consolidation or other business combination between you or a Parent Entity and one or more third parties where your or a Parent Entity’s stockholders immediately before that transaction own (directly or indirectly), after that transaction, less than fifty percent (50%) of the stock or other equity interests entitled to vote for the directors or equivalent managing authority of the surviving entity.
2.12. Open Source Software: The Licensed Product may be delivered with software that is subject to open source licensing terms ("Open Source Software"), which terms are available upon request. Certain Open Source Software licenses require that source code be made available upon request. Licensee may request a copy of such source code by post to Synopsys at: Synopsys, Inc., Attention: Open Source Software Requests, 690 East Middlefield Road, Mountain View, California 94043, USA. Licensee agrees that all Open Source Software shall be and shall remain subject to the terms and conditions under which it is provided. The Open Source Software is provided "AS IS," WITHOUT ANY WARRANTY OF ANY KIND, AND SYNOPSYS FURTHER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO OPEN SOURCE SOFTWARE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER SYNOPSYS NOR THE LICENSORS OF OPEN SOURCE SOFTWARE SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OR DISTRIBUTION OF THE OPEN SOURCE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  Copyrights to the Open Source Software are held by the copyright holders indicated in the copyright notices in the corresponding source files.
3. Order and Delivery
3.1. Ordering Synopsys Products:  You may order the products and services identified in the Purchasing Agreements at any time by submitting an order to Synopsys through Synopsys’s on-line ordering system or as otherwise directed by Synopsys. When using Synopsys’s on-line ordering system, you shall be responsible for ensuring that all information you provide is accurate and complete and that any person placing an order on your behalf has your authority to do so.  Once you submit an order, you may not cancel or change it.  Your order must indicate which products and services you want to purchase (including, in the case of Licensed Products, the type of license, the quantity, the License Term or in the case of ARC MQX Products the applicable ARC MQX Licensee Product, the location(s) of your facility(ies) where the Licensed Products may be used (we may refer to this as the "Authorized Sites" in a Purchasing Agreement), and any other information Synopsys would need to fulfill your order (including any information needed to generate a License Key).  Synopsys may, in its reasonable discretion, accept or reject your order.  Synopsys may accept your order by sending you written or electronic notice of acceptance or simply by fulfilling your order.
3.2. Delivery:  If Synopsys accepts your order for one or more Licensed Products, Synopsys will then deliver to you the Licensed Products along with the corresponding Documentation and License Keys.  Synopsys will deliver these materials to you electronically except where prohibited by law.
3.3. Electronic Software Transfer:  When Synopsys delivers a Licensed Product by electronic software transfer, Synopsys will send you an e-mail to your designated e-mail address(es) to notify you that the Licensed Product is available.  Synopsys’s obligation to deliver the Licensed Product will be fulfilled when this e-mail notice is sent.  You will be responsible for downloading or requesting for delivery the Licensed Product and Documentation from the FTP Server and the License Key from Synopsys’s website at www.synopsys.com, unless Synopsys gives you other instructions.  You must notify Synopsys in writing if you change your designated e-mail address(es).
3.4. Tangible Media:  When Synopsys delivers Licensed Products to you on tangible media, the media may contain other software programs in addition to the Licensed Products.  If it does, you will not have a license to use (and the License Keys for the Licensed Products will not permit you to use) these other software programs, and you must not attempt to access, use, reproduce, modify, reverse engineer, or otherwise tamper with these other software programs.  If you lose or damage the media, Synopsys will, at your request, provide a replacement at a nominal charge.  All deliveries of tangible items by Synopsys, Inc. will be made F.O.B. Origin; all deliveries of tangible items by other Synopsys entities will be made Ex Works (EXW) Origin.
4. Fees and Payment
4.1. Fees:  The Fees for the products and services you may purchase under this agreement will be identified in the Purchasing Agreements.  You agree to pay the Fees according to the payment terms in the applicable Purchasing Agreement.
4.2. Payments:  If the applicable Purchasing Agreement does not contain specific payment terms for the Fees in question, payment of those Fees will be due within 30 days after the date of Synopsys’s invoice.  If you do not pay an amount by the scheduled due date, Synopsys will have the right to withhold the delivery of License Keys and/or terminate this agreement or a Purchasing Agreement and accelerate the due date of all remaining payments.  In this event, you will owe the entire outstanding balance as soon as you receive written notice from Synopsys that your payment is due.  All payments you make to Synopsys are non-refundable.  You may not offset any amounts you believe Synopsys owes you against any payments you make to Synopsys under this agreement.  You must make payments in U.S. dollars.  If you do not pay an amount by the due date, you must also pay a late payment charge of 1.5% per month or the highest rate permitted by law, whichever is less.
4.3. Taxes:  You will be solely responsible for paying all taxes (including sales, use, consumption, withholding, and value-added taxes and similar taxes), other than Synopsys’s income taxes, that are imposed on or result from your purchase, license, or use of Synopsys products and services.  If Synopsys is required by law to collect and remit any such taxes, Synopsys may invoice you for such taxes and you agree to pay the invoiced amount to Synopsys.  If you are required by the respective jurisdiction where the Licensed Products are used, or where services are provided, to withhold taxes from payments to Synopsys, you may withhold from the total amount due to the respective Synopsys distributing entity the minimum amount required (but no more).  You may only withhold taxes related to a payment at the time of such payment.  You must then promptly pay that amount to the appropriate tax authority and provide Synopsys with an official receipt for the payment within 60 days of your payment.
4.4. Bankruptcy:  If you become the subject of any bankruptcy, dissolution, liquidation, or similar proceedings or make a general assignment for the benefit of your creditors, Synopsys may apply any payments you have previously made to Synopsys for products or services not yet delivered by Synopsys against any amounts you owe Synopsys at that time for products or services that have been delivered by Synopsys (under this agreement or otherwise).
5. Services
5.1. Maintenance Services:  Maintenance Services consist of the following:
(a) Support:  Synopsys will provide you with access to SolvNet and online Documentation and will use commercially reasonable efforts to make available the Synopsys Support Center on Monday through Friday, during Synopsys’s normal business hours, excluding Synopsys’s scheduled holidays. A valid corporate email address is required to access SolvNet and online Documentation.
(b) Updates:  Synopsys will use commercially reasonable efforts to provide Updates as they become generally available.  Any other upgrades or enhancements to the Licensed Products are not made available by Synopsys as part of Maintenance Services and may be subject to additional charges.
5.2. Updates to Terms:  Synopsys may update its Maintenance Services terms on 60 days prior written notice, provided that these updates are applied generally to its Maintenance Services customers.
5.3. Conditions:  In order to receive Maintenance Services for a Licensed Product, all of the following conditions must be met: 
(a) you must have purchased Maintenance Services for such Licensed Product (unless it is licensed under a TSL, in which case Maintenance Services are included);
(b) you must appoint a qualified contact person trained in the use of the Licensed Product to interface with Synopsys regarding Maintenance Services, and identify such person to Synopsys in advance; 
(c) you must provide Synopsys with access to the information and system facilities reasonably necessary to provide the Maintenance Services;
(d) you must follow the directions provided by the Synopsys Support Center to resolve technical problems;
(e) you must follow the operating instructions and procedures for the Licensed Product as specified in the Documentation or provided by Synopsys; and
(f) you must notify Synopsys of any error or other problem in the Licensed Product using Synopsys’s current problem reporting procedure.
5.4. Exclusions:  Synopsys will have no obligation to provide Maintenance Services for any Licensed Products that are damaged, modified (by anyone other than Synopsys), incorporated into other software, or installed in any computing environment not supported by Synopsys; or for any version of a Licensed Product other than the latest and immediately preceding version; or for any problems caused by your negligence, abuse, misuse, or by any causes beyond Synopsys’s reasonable control.
5.5. Reinstatement of Maintenance Services:  If Maintenance Services are terminated for any reason, or if you wish to renew Maintenance Services more than thirty (30) days after Maintenance Services have been terminated, you may be permitted to reinstate or renew Maintenance Services, at Synopsys’s sole option, provided that (a) Synopsys offers Maintenance Services to its customers generally for the Licensed Product in question, and (b) you pay Synopsys the following: all applicable Maintenance Services fees for the period during which you were off Maintenance Services, and Synopsys’s then-current reinstatement fee plus payment for the new Maintenance Services term.
5.6. ViewConnect:  If you wish to permit Synopsys to deliver Maintenance Services through the use of a shared customer desktop, you must download and install the ViewConnect Tool and related publicly-available, third-party software modules. You are not required to use the ViewConnect Tool, but if you choose to do so, you have the nonexclusive right to use the ViewConnect Tool only to enable Synopsys to remotely access your computer system for the purpose of providing Maintenance Services.  Your rights to the third-party software modules are separately described in their accompanying license terms.  The ViewConnect Tool and the third-party software modules are not Licensed Products nor is their use governed by this agreement.
5.7. Training Services:  Synopsys offers Training Services, which may be purchased and ordered through the online registration system found at www.synopsys.com.   
6. Confidentiality
6.1. Confidentiality Obligations:  Each party (you and Synopsys) agrees to abide by the following confidentiality obligations with respect to the other party’s Confidential Information:
(a) do not disclose it to any third party unless (i) the other party has given its specific and express prior written approval, (ii) the disclosure is expressly allowed under this agreement, or (iii) the disclosure is necessary to comply with a valid court order or subpoena;
(b) do not use it for any reason other than to exercise its rights and perform its obligation under this agreement; and
(c) protect it from unauthorized dissemination in the same manner as that party protects its own Confidential Information, and in any event with reasonable precautions (which include limiting access to employees and contractors on a "need-to-know" basis).
6.2. Mandatory Disclosures:  If you believe you must disclose Synopsys’s Confidential Information in order to comply with a valid court order or subpoena, you must promptly notify Synopsys and cooperate with Synopsys if Synopsys chooses to contest the disclosure requirement, seek confidential treatment of the information to be disclosed, or to limit the nature or scope of the information to be disclosed.  Synopsys will do the same if it believes it must disclose your Confidential Information in these circumstances.
6.3. Additional Obligations: In addition to your general obligations of confidentiality regarding the Licensed Products and Documentation, you must take the following steps to help prevent any unauthorized access to or use of the same:
(a) you must ensure that each End User who is your independent contractor (not your employee) has access to and uses the Licensed Products and Documentation only while working on your physical premises; and
(b) you must monitor each End User’s use of the Licensed Products to ensure that the End User abides by the terms of this agreement.
7. Term and Termination
7.1. Term of Agreement:  The term of this agreement will begin on the effective date stated on the signature page and will end when the last Purchasing Agreement expires, unless this agreement is terminated sooner by either party.
7.2. Term of Purchasing Agreement: Each Purchasing Agreement will have its own term, as indicated on that Purchasing Agreement.
7.3. Rights to Terminate:  Each party has the right to terminate this agreement, by giving written notice of termination to the other party, if (a) the other party breaches this agreement and (b) either the breach cannot be cured or, if the breach can be cured, it is not cured by the breaching party within 15 days after receiving written notice of the breach from the non-breaching party.  An Error will not be considered a breach of this agreement that allows you to terminate the agreement, but it could give rise to a warranty claim under section 8.
7.4. Consequences of Termination:  If and when either you or Synopsys terminates this agreement, all Purchasing Agreements in effect at that time will also terminate.  When this agreement, a Purchasing Agreement or an individual license to a Licensed Product expires or is terminated:
(a) you must (i) immediately cease all use of the Licensed Products, Documentation, Design Techniques, and other Confidential Information, (ii) promptly return to Synopsys or destroy all copies of the Licensed Products, Documentation, and other Confidential Information in your possession or control, and (iii) certify in writing to Synopsys that you have complied with clauses (i) and (ii), except, however, that your license to Implementation IP incorporated into Designs prior to termination shall continue according to its terms;
(b) you will remain obligated to pay any amounts you owe to Synopsys at that time; and
(c) the provisions of sections 4, 6, 7.4, 8.4 and 10, and the warranty disclaimers in section 8, will remain in effect.
8. Limited Warranty
8.1. Warranty:  For a period of 90 days from when Synopsys delivers a Licensed Product to you (the "warranty period"), Synopsys warrants that the Licensed Product will have no Errors when used on the correct platform and according to the instructions in the corresponding Documentation.  This warranty will be void if you, or anyone else other than Synopsys, modifies or attempts to modify the Licensed Product.
8.2. Warranty Claims:  To claim a breach of this warranty, you must, during the warranty period, notify Synopsys in writing of the Error or Errors that you have encountered and provide Synopsys with all the information you have, in written or electronic form, about those Errors, so that Synopsys can attempt to reproduce, diagnose, and correct the Errors.
8.3. Exclusive Remedy:  Your exclusive remedy for any breach of this warranty is that Synopsys will use commercially reasonable efforts to (at Synopsys’s option) correct the Errors you have reported or provide a replacement product that does not contain these Errors, or if Synopsys is unable to provide a correction or a replacement or determines that it will not be feasible to do so, Synopsys will refund the Fees you paid for that Licensed Product.
8.4. Disclaimer:  Except for the warranty in this Section 8, all Licensed Products, Documentation, Design Techniques, and any third-party software are provided "AS IS," without any other warranties of any kind.  Synopsys further disclaims all other warranties (express, implied, or statutory), including any warranties of merchantability, fitness for a particular purpose, title, or non-infringement and any warranties arising from a course of dealing or usage of trade.
9. Infringement Claims
9.1. Indemnity:  Synopsys will, at its own expense, be entitled to defend (or at its sole option, settle) any claim asserted against you by a third party that any Licensed Product you obtained from Synopsys under this agreement directly infringes any U.S. patent, copyright, trademark, or trade secret.  Synopsys will indemnify you for any damages you suffer and costs you reasonably incur that are directly attributable to any such claim and that are assessed against you in a final, non-appealable judgment or agreed upon by Synopsys in a settlement.
9.2. Conditions:  Synopsys’s obligations to defend and indemnify you with respect to a particular claim are subject to the following conditions:
(a) you must promptly give Synopsys written notice of the claim;
(b) you must identify the specific Licensed Product(s) at issue in the claim and indicate how the Licensed Product(s) is(are) utilized by you or your products;
(c) you must give Synopsys sole control and authority over the defense and settlement of the claim; and
(d) you must provide Synopsys with all information you have regarding the claim and cooperate with Synopsys when Synopsys defends or attempts to settle the claim.
9.3. Pro-Active Steps:  If any Licensed Product is, or Synopsys believes is likely to become, the subject of a claim for which Synopsys would be obligated to defend and indemnify you, then Synopsys may, at its option, do any of the following:
(a) obtain for you (at no cost to you) the right for you to continue using the Licensed Product as permitted by this agreement;
(b) replace or modify the Licensed Product to avoid the infringement problem, as long as there is no material loss of functionality; or
(c) if Synopsys reasonably concludes that it will not be feasible to do either of the above, terminate your license for the Licensed Product and give you a prorated refund (based on how much of the License Term has elapsed) of the Fees you paid for that license.
9.4. Exclusions:  Synopsys will have no obligation to defend or indemnify you (notwithstanding the first paragraph of this section) with respect to any claim that is based on or attributable to any of the following:
(a) any modification made to the Licensed Product by anyone other than Synopsys;
(b) the combination or use of the Licensed Product with other products, processes, or materials not supplied by Synopsys or specified in the Documentation as being necessary to use the Licensed Product;
(c) your continued engagement in infringing activities after you were notified of the infringement or after Synopsys informed you of a modification or workaround that would have avoided the infringement; and
(d) your use of the Licensed Product in a manner not permitted by this agreement.
9.5. Burden of Proof: You will have the burden of showing that indemnification is required pursuant to this section 9 and that the exclusions in section 9.4 are not applicable.
9.6. No Other Obligations:  Except as expressly stated in this section 9, Synopsys has no obligation or liability to you for any actual or alleged infringement related to the Licensed Products, Documentation, or Design Techniques.  
10. Other Terms
10.1. Ownership of IP Rights: Synopsys and its licensors own all Intellectual Property Rights in the Licensed Products, Documentation, and Design Techniques.  Your only rights in the Licensed Products, Documentation, and Design Techniques are the rights expressly granted in this agreement; all other rights are reserved by Synopsys.  Synopsys’s licensors are third-party beneficiaries of, and thus may enforce against you, the license restrictions and confidentiality obligations in this agreement with respect to their intellectual property and proprietary information. You will own all Intellectual Property Rights in the Designs you create using the Licensed Products, Documentation, and Design Techniques, subject to Synopsys’s (and its licensors’) ownership of the Intellectual Property Rights in the Licensed Products, Documentation, and Design Techniques.  Synopsys may freely use and disseminate any Feedback you provide.  You agree not to claim that Synopsys owes you any compensation for its use or dissemination of such Feedback.
10.2. Audit and Compliance: Synopsys may audit (using its own employees and those of an independent auditing firm that is subject to appropriate confidentiality obligations) your use of the Licensed Products and Documentation to verify your compliance with this agreement.  You agree to give Synopsys (or the auditing firm) reasonable access to your facilities and records for purposes of conducting these audits.  Synopsys will give you at least five days advance notice before conducting an audit.  Audits will be conducted during normal business hours and no more than once per year, unless Synopsys has a good-faith basis for believing that more frequent audits are warranted.  Synopsys will bear all the costs it incurs (including the fees and expenses of the auditing firm, if any) in conducting an audit, unless the audit reveals that you have failed to comply with this agreement in a material way, in which case you agree to reimburse Synopsys for these costs.
10.3. Automatic Updates: Licensed Products communicate with Synopsys servers for the purpose of providing Updates, detecting software piracy and verifying that customers are using Licensed Products in conformity with the applicable License Key for such Licensed Products. Synopsys will use information gathered in connection with this process to deliver software updates and pursue software pirates and infringers.
10.4. Limitation of Liability: For each product or service you license or purchase from Synopsys under this agreement, Synopsys’s total, cumulative liability to you, including under section 9, is limited to the amount of Fees you paid for that product or service (regardless of the nature of the liability or the nature or number of claims giving rise to the liability).  Synopsys will not, under any circumstances or any theory of liability, be liable to you for any lost profits, loss of data, or consequential, incidental, or special damages arising from this agreement or the products and services provided to you under this agreement.  However, this disclaimer of Synopsys’s liability for consequential damages does not limit or reduce Synopsys’s obligations to defend and indemnify you under section 9.  The limitations of liability in this section are a fundamental part of this agreement and enable Synopsys to provide products and services to you at lower prices.  These limitations of liability are intended to apply even if an exclusive remedy is found to have failed of its essential purpose.
10.5. Export Controls: You shall remain familiar with your obligations under any and all laws, statutes, regulations, ordinances of any local, states, federal, national, or other jurisdictional locality, as applicable to the export, import, and/or end-use of Synopsys products, technology, and services.  Products and/or technology under this agreement may be subject to various Export Control Laws and Regulations including but not limited to, U.S. Export Administration Regulations (EAR), the U.S. Office of Foreign Asset Control (OFAC), the European Union (EU) Export Control Regime Regulation (EC) No. 428/2009, and/or the EU Consolidated Sanctions List.  Where a product and/or technology is identified as export controlled from the country(ies) of export to (1) the destination country(ies), (2) a restricted/proscribed end use, and/or (3) a restricted end user, a government-issued export license must be obtained prior to fulfillment under this agreement and in accordance with all applicable laws.  You agree that Synopsys shall not be required to complete delivery of export-controlled products or technology unless and until all required export licenses, have been obtained. 
10.6. Governing Law; Jurisdiction: This agreement is governed by the laws of the United States and the State of California, without regard to conflicts of laws principles.  The federal and state courts located in Santa Clara County, California have exclusive jurisdiction over any disputes arising from or relating to this agreement, and each party consents to such jurisdiction and venue.
10.7. Notices: Any notice, approval, consent, or other communication intended to have legal effect under this agreement must be given to the other party in writing, must be sent by first-class, registered, or overnight mail or private overnight courier (to the address for the other party stated on the signature page, unless the other party has given notice of a new address), and will be deemed given upon receipt or when delivery is refused.  A copy of any communication sent to Synopsys must also be sent to the attention of the General Counsel.
10.8. Waivers: Either party’s failure to enforce any provision of this agreement will not be deemed a waiver of the future enforcement of that provision or enforcement of any other provision.  In order to be binding, a waiver must be in writing and signed by the party giving the waiver.
10.9. Independent Contractors: The parties to this agreement are independent contractors.  Neither party is the agent or partner of the other party or has any power or authority to act on behalf of the other party.
10.10. Severability: If any provision in this agreement is found to be invalid or unenforceable as written, the remaining provisions will remain in full force and effect and the invalid or unenforceable provision is to be construed (and, if necessary, modified) so that it is valid and enforceable to the greatest extent possible.
10.11. Attorneys’ Fees: The prevailing party in any action to enforce this agreement will be entitled to recover costs and expenses including reasonable attorneys’ fees.
10.12. Remedies: Except where this agreement expressly provides exclusive remedies, all rights and remedies of either party (including termination rights) are cumulative. You agree that monetary damages alone would not be an adequate remedy, and therefore Synopsys will be entitled to injunctive relief if you materially breach the license restrictions or confidentiality provisions in this agreement.
10.13. Force Majeure: Each party will be excused from performance of its obligations under this agreement, except payment obligations, to the extent that performance is rendered impossible by earthquake, fire, flood, governmental action, labor disruptions, supplier failures, or any other event or circumstance beyond that party’s reasonable control.
10.14. Construction: Section headings in this agreement are for convenience only.  The word "including" (and variations thereof) is not intended to be limiting.  No rule of strict construction is to be used when interpreting this agreement. 
10.15. Counterparts: This agreement may be signed in multiple counterparts, each of which will be deemed an original and which together will constitute one instrument.
10.16. Press Release: The parties intend to work together to prepare and publish a mutually acceptable press release concerning this agreement.
10.17. Government Users: If you are a branch or agency of the United States Government or are acquiring any Licensed Product on behalf of any branch or agency of the United States Government, then the following provision applies.  The Licensed Products and Documentation are comprised of "commercial computer software" and "commercial computer software documentation", as such terms are used in 48 C.F.R. 12.212, and are provided to the Government (a) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3.
10.18. Synopsys Entities: Synopsys, Inc. and its wholly-owned subsidiaries, including, but not limited to, Synopsys International Limited, Synopsys International Limited Taiwan Branch, Synopsys Korea, Inc., Synopsys Technologies Company Limited and Nihon Synopsys, G.K., have agreed to their respective rights and obligations regarding the distribution of the Licensed Products and the performance of obligations related to the Licensed Products.  You acknowledge that: (a) Synopsys Inc. or any directly or indirectly wholly-owned subsidiary or branch of Synopsys, Inc. may treat a purchase order addressed to that entity, representative office or branch as having been addressed to the appropriate entity or entities or branch with distribution rights for the geographic region in which the Licensed Products will be used; and (b) delivery will be completed by the Synopsys entity or branch with distribution rights for the geographic region in which the Licensed Products will be used or service will be provided.  For products used or services provided in the Americas, Israel or Africa, the distributing Synopsys entity is Synopsys, Inc., based in California, USA.  For products used or services provided in Taiwan, the distributing Synopsys entity is Synopsys International Limited Taiwan Branch, based in Taiwan. For products used or services provided in the Republic of Korea, the distributing Synopsys entity is Synopsys Korea, Inc., based in the Republic of Korea. For products used or services provided in the People's Republic of China (PRC), the distributing Synopsys entity is Synopsys Technologies Company Limited or Synopsys International Limited.  For products used or services provided in Russia, the distributing Synopsys entity is Synopsys LLC (Moscow) or Synopsys, Inc.  For products used or services provided in Japan, the distributing Synopsys entity is Nihon Synopsys G. K., based in Japan. For products used or services provided in any country other than those identified above, the distributing Synopsys entity is Synopsys International Limited, based in Ireland.
10.19. Entire Agreement: This agreement and any applicable attachments and Purchasing Agreements are the entire agreement between the parties concerning its subject matter, and supersede any prior or contemporaneous agreements, communications, or understandings (whether written or oral).  However, any confidentiality or nondisclosure agreements that Synopsys previously entered into with you will remain in effect (according to their terms) with respect to the confidential information disclosed thereunder.  
10.20. Amendments: This agreement may be amended only by means of a written instrument signed by authorized representatives of both parties that specifically refers to this agreement and states the parties’ intention to amend it.  No additional or inconsistent terms on any purchase order or similar document you may submit to Synopsys will be binding on Synopsys or have any legal effect.


Glossary of Definitions
API means application programming interface for accessing specific functionality of an ARC MQX Product.
ARC MQX End Customer means a customer to whom you distribute an ARC MQX Licensee Product and who shall be obligated to maintain the confidentiality of any provided Documentation, and not expose any API of the ARC MQX Product to any third party.
ARC MQX Licensee Executable means an application program, in executable form, statically linked with and using certain APIs of an ARC MQX Product, for execution solely on an embedded ARC processor.
ARC MQX Licensee Product means a product owned by you, that is specifically identified to Synopsys in a Purchasing Agreement or other document accepted by Synopsys, and that incorporates an embedded processor and the ARC MQX Licensee Executable. 
ARC MQX Product means the Synopsys real-time operating system platform for the ARC processor architecture including associated source files, application programming interfaces files, and utilities for use in creating applications that run on the ARC processor architecture.
ARC Software Development Product means any MetaWare Products, nSIM Products and xCAM Products.
Board Support Package Features means those configuration files in an ARC MQX Product that define hardware components with which the ARC MQX Licensee Executable is intended to interoperate.
Client means an instance of a Licensed Product running on a computer.  This means, for example, that two Clients can be either two instances of a Licensed Product running on the same computer or one instance of a Licensed Product running on each of two computers.
Confidential Information of Synopsys means (a) the Licensed Products (in any form), the Documentation, the License Keys, and SolvNet; (b) Design Techniques and all ideas and information (such as algorithms, design rules, and design techniques) contained or embodied in the Licensed Products, Documentation, License Keys, or SolvNet; (c) the prices, discounts, payment terms, and other information in the Purchasing Agreements; (d) Synopsys Training Services materials including without limitation presentations, demonstrations, software and course handouts, and (e) any other confidential or proprietary information that Synopsys provides to you in connection with this agreement.  Your Confidential Information is any confidential or proprietary information in (i) written form that you provide to Synopsys in order for Synopsys to fulfill your orders and provide products and services to you under this agreement, and (ii) oral form that you provide to Synopsys in order to receive Maintenance Services; as long as you notify Synopsys at the time of disclosure that such information is to be treated as confidential under this agreement.  However, Feedback is not your Confidential Information.  Also, Confidential Information does not include any of the following:
(a) information that has become generally available to the public, through no fault of yours (in the case of Synopsys Confidential Information) or Synopsys (in the case of your Confidential Information) and that is not still regarded as a trade secret under laws governing information that was negligently or maliciously distributed;
(b) information that the receiving party had already obtained in a tangible form, through lawful means, before obtaining it under this agreement;
(c) information that the receiving party developed independently, without the use of any materials or information obtained from the other party in connection with this agreement; 
(d) information that the receiving party has lawfully obtained, in a tangible form, from a third party that had the right to provide it to the receiving party; or
(e) information that the disclosing party releases for publication in writing.
Design means a representation of an electronic circuit or device that you create through the use of one or more Licensed Products.  The representation may exist in various formats including, but not limited to, equations, truth tables, schematic diagrams, textual descriptions, hardware description languages, executable software source code and netlists.
DesignWare has the meaning given in section 1 of the Terms and Conditions.
Design Database means a design database for your Design that incorporates DesignWare in any format (except unencrypted source code for Implementation IP), along with all copyright and other proprietary legends for such DesignWare.
Design Techniques means Synopsys-supplied algorithms, data, circuit and logic elements, libraries, rule bases, search strategies, and other technical information used in the process of creating Designs.
DesignWare Fee-Per-Use Core means an IP core (as this term is understood in the semiconductor industry) for which Synopsys charges an additional fee each time it is used in the design of an integrated circuit.
Documentation means any user manuals, reference manuals, release, application and methodology notes, written utility programs, and other materials in any form provided by Synopsys for use with a Licensed Product.
End User means an individual who works for you as an employee or independent contractor and whom you designate and authorize to access and use a Licensed Product as permitted by this agreement.
Error means a defect in a Licensed Product that causes it to deviate substantially from the specifications in the corresponding Documentation.
Feedback means any ideas or suggestions you voluntarily provide to Synopsys (in any manner, whether in writing or orally or otherwise) regarding the Licensed Products, Documentation, or Design Techniques, including possible enhancements or improvements.
Fees means the amounts you must pay when you purchase products and services from Synopsys under this agreement, as identified in each Purchasing Agreement.
FTP Server means a Synopsys server that you can access via the Internet in order to download Licensed Products you have ordered.
Implementation IP means synthesizable designs (other than Verification IP).
Integrated Design means a Design that combines Implementation IP with the Design and does not consist primarily of Implementation IP.
Intellectual Property Rights means all patent rights, copyrights, trade secret rights, mask works, and trademark rights (including service marks and trade names), and any applications for these rights, in all countries.
Key Server means the computer with the host I.D. number that is identified in the License Key and which controls access to and enables the use of a Licensed Product.
License Key means a document (in physical or electronic format) provided by Synopsys that identifies: (a) the Licensed Product, including version number, licensed to you; (b) the Key Server; (c) the number of permitted Clients; and (d) the codes that initialize use of the Key Server.
License Term means the period of time during which you may use a Licensed Product under a particular license.
Licensed Design Partner means a third party that (a) you have engaged to work with you on a common Design; and (b) has a valid Synopsys end user license agreement for the DesignWare used in your Design.
Licensed Products has the meaning given in section 1 of the Terms and Conditions.
Licensed Software has the meaning given in section 1 of the Terms and Conditions.
Maintenance Services has the meaning given in section 1 of the Terms and Conditions.
MetaWare Product means a Synopsys software development tool used to create, profile and debug software applications that run on an embedded microprocessor, identified by Synopsys with the product name "MetaWare".
nSIM Product means a Synopsys software model of the instruction set of an embedded ARC microprocessor, identified by Synopsys with the product name "nSIM".
Open Source Software has the meaning given in section 2.12 of the Terms and Conditions. 
Parent Entity means a person, company or other entity that owns, directly or indirectly, more than fifty percent (50%) of your assets or of the stock or other equity interests entitled to vote for your directors or equivalent managing authority.
Purchasing Agreement means the applicable Synopsys sales quotation, FSA schedule, purchase agreement or other agreement describing (among other things) the products and services that you have licensed or purchased, including pricing information.
SolvNet means Synopsys’s suite of online support services accessible via the Internet.
Synopsys Competitor means any corporation or other legal entity in the business of developing and/or marketing (including making generally commercially available to end user customers) one or more electronic design automation software products or intellectual property cores or related services.
System-on-Chip means an integrated circuit which integrates the microcontroller, microprocessor, peripherals and interfaces in a single Design.
TSL means a time-based technology subscription license of a Licensed Product. A TSL lasts for a specific period of time (the License Term) from when the license is delivered and includes (at no additional charge) Maintenance Services for the Licensed Product in question.
Updates means error corrections and minor improvements to the Licensed Products. 
Use Area for a Licensed Product means a single geographical site that you own or occupy as your place of business, which may consist of one or more buildings located within 5 miles of one another, and in which the Key Servers, Clients, and End Users for that Licensed Product are all located, except as modified by the right to allow End Users to telecommute or use over a WAN in section 2.6.
Verification IP means test benches (including software models, test suites, and monitors) that simulate, test, and verify the functionality of certain electronic circuits or devices.
WAN means a wide area network as referred to in section 2.6.
xCAM Product means a Synopsys software development tool that creates and uses cycle-accurate software models of an embedded ARC microprocessor, identified by Synopsys with the product name "xCAM".
You (and variations thereof) means the entity that signs or agrees to this agreement as the customer.
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