1. | Limited License Grant. Subject to the terms of this Agreement, Synopsys hereby grants to you a limited, personal, nonexclusive, fully paid, royalty-free, worldwide, nonassignable, nontransferable license, without the right to sublicense, to use the Licensed Product and 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 ("Documentation") subject to the following terms and conditions. |
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2. | Open Source. Open Source Software: The Licensed Product may be delivered with software that is subject to open source licensing terms ("Open Source Software") which are available at /. If the Open Source Software license also requires source code to be made available, you may reference / for information on how to obtain such source code. You agree 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. | Maintenance. Synopsys has no obligation pursuant to this Agreement to provide maintenance services to you with respect to the Licensed Products. Notwithstanding the foregoing, Synopsys may, in its sole discretion and from time to time, provide technical assistance to you such as responding to questions. In addition, Synopsys may, in its sole discretion, make error corrections, bug fixes or updates to the Licensed Products available to you, and your use of such shall be deemed Synopsys' confidential information subject to the terms of this Agreement. For clarity, if Synopsys makes maintenance services for the Licensed Product available to its customers, you may enter into a separate agreement with Synopsys to obtain such maintenance services. |
4. | Ownership Rights. Synopsys and/or its licensors own and shall retain all right, title and interest in and to the Licensed Product and Documentation, including all intellectual property rights embodied therein, and you shall have no rights with respect thereto other than the rights expressly set forth in this Agreement. All rights not expressly granted to you in this Agreement are retained by Synopsys. You acknowledge and agree that any misuse of the Licensed Product shall be deemed a material breach of this Agreement. 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. |
5. | No Warranty. THE LICENSED PRODUCT IS LICENSED "AS IS" AND SYNOPSYS MAKES NO WARRANTY EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE LICENSED PRODUCT AND DOCUMENTATION AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. |
6. | Intellectual Property Infringement. |
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7. | Limitation of Liability. |
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8. | Term and Termination. |
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9. | Export Controls. You agree and certify that neither the Licensed Product, nor any other technical data received from Synopsys, nor the direct product thereof, will be exported outside the United States except as authorized and as permitted by the laws and regulations of the United States. You will not, without a U.S. Bureau of Industry and Security license or license exception, (i) export, re-export, or transfer any technology, software, or source code subject to this Agreement, either directly or indirectly, to any national of any country identified in Country Groups D:1 or E:2 as defined in the EARs, or (ii) export to any country identified in Country Groups D:1 or E:2 the direct product of the technology, software or source code, if such foreign produced product is subject to the national security controls as identified on the Commerce Control List ("CCL"). In addition, goods, software and any technology subject to this Agreement may not be exported, re-exported, or transferred to (a) to any person or entity listed on the "Entity List", "Denied Persons List" or the list of "Specifically Designated Nationals and Blocked Persons" as such lists are maintained by the U.S. Government, or (b) an end-user engaged in activities related to weapons of mass destruction. Such activities include but are not necessarily limited to activities related to: (1) the design, development, production, or use of nuclear materials, nuclear facilities, or nuclear weapons; (2) the design, development, production, or use of missiles or support of missiles projects; and (3) the design, development, production, or use of chemical or biological weapons. |
10. | 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 10, if you are a company or corporation 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 your assets or of the stock or other equity interests entitled to vote for your directors or equivalent managing authority, or (b) in the event of a merger, consolidation or other business combination between you and one or more third parties where your 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. |
11. | Synopsys Entities: 91³Ô¹ÏÍø and its wholly-owned subsidiaries, including Synopsys International Limited, Synopsys International Limited Taiwan Branch, and Synopsys Global Kft, 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: (i) Synopsys Inc. or any directly or indirectly wholly-owned subsidiary or branch of 91³Ô¹ÏÍø may treat an 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 (ii) 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 a country in the Americas or Africa, the distributing Synopsys entity is 91³Ô¹ÏÍø, 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 Hungary, Australia, Belarus, Bulgaria, Israel, Poland, the Republic of Korea, Romania, Russia, Ukraine or Vietnam, the distributing Synopsys entity is Synopsys Global Kft, based in Hungary. For products used or services provided in Japan, the distributing Synopsys entity is Nihon Synopsys Co., Ltd., 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. |
12. | 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. |
13. | 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. |
14. | 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. |
15. | 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. |
16. | General. Nothing contained in any agreement between you and Synopsys shall in any way modify the terms hereof or add any additional terms or conditions to this Agreement. The prevailing party in any litigation in connection with this Agreement shall be entitled to an award of reasonable attorneys' fees and costs. If, for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of this Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. This Agreement shall be governed by and construed under the laws of the State of California, USA, without regard for its conflict of laws principles. In no event shall this Agreement be governed by the United Nations Convention on Contracts for the International Sale of Goods. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and representations, oral or written, express or implied, regarding such subject matter. This Agreement shall only be modified or amended in a writing signed by duly authorized representatives of the parties hereto. |