ACE EULA
END USER SOFTWARE LICENSE AGREEMENT
USE OF THIS SOFTWARE IS SUBJECT TO LICENSE RESTRICTIONS SET FORTH IN THIS END USER LICENSE AGREEMENT. CAREFULLY READ THIS LICENSE AGREEMENT BEFORE USING THE SOFTWARE. USE OF SOFTWARE INDICATES YOUR COMPLETE AND UNCONDITIONAL ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. ANY ADDITIONAL OR DIFFERENT PURCHASE ORDER TERMS AND CONDITIONS SHALL NOT APPLY.
BY INDICATING YOUR ACCEPTANCE OF THE TERMS OF THIS AGREEMENT, YOU ("LICENSEE") ARE REPRESENTING THAT YOU HAVE THE RIGHT AND AUTHORITY TO LEGALLY BIND YOURSELF OR YOUR COMPANY, AS APPLICABLE, AND CONSENTING TO BE LEGALLY BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THESE TERMS DO NOT INSTALL OR USE THE SOFTWARE, AND RETURN THE SOFTWARE TO ACHRONIX FOR A REFUND.
Upon Licensee's acceptance Achronix Semiconductor Corporation and its Licensors ("Achronix") with offices at 2903 Bunker Hill Lane, Suite 200, Santa Clara, California 95054 USA hereby grants to Licensee certain limited rights to use the Software as specified in this License Sheet and the attached Exhibits. This License Sheet and the attached Exhibits collectively form the End User Software License Agreement between Licensee and Achronix.
Software Included in this End User Software License Agreement
Achronix CAD Environment ACE
Exhibit I
General License Terms and Conditions
This Exhibit to the License Sheet is a legally binding part of the End User Software License Agreement (the "Agreement") between the Licensee and the Achronix (referred to herein individually as a "Party" and collectively as the "Parties"), and specifies the general license terms and conditions agreed by the Parties.
1. Grant of License.
1.1. Limited Rights of Use.
Achronix hereby grants to Licensee, a limited, personal, revocable, non-exclusive, non-transferable, non-sublicenseable license to internally use the Software for the sole purpose of designing, developing and simulating Licensee's semiconductor products at its facility. Licensee shall not: (i) copy the Software; (ii) use the Software for benchmarking, publish results derived from the Software or any related activities without the prior written consent of Achronix; and (iii) without Achronix consent, make any alterations, additions or improvements to the Software. In addition to the foregoing, Licensee shall hold in strict confidence, and not provide any third party with access to, the Software or any information derived from Licensee's use of the Software. This Agreement commences on the date of installation and shall continue until terminated.
1.2. Backup Copy.
Licensee may not reproduce the Software or Documentation, except that Licensee may (i) load the Software into the main memory of its designated hardware to the extent necessary for use of the Software as authorized in
1.3. Non-transferability.
Licensee hereby acknowledges that (i) the Agreement is a license agreement and not a sale; and (ii) therefore, the First Sale Doctrine, the Exhaustion Principle and other mandatory principles of national laws and international treaties will not render this license or any rights to the Software transferable. To the extent permissible under mandatory law, Licensee is contractually prohibited from transferring this license and any rights to the Software to any third parties, except that Licensee may, with Achronix' prior written consent, which shall not unreasonably be withheld, transfer its license to an affiliated company whereby the affiliated company is bound by all license limitations and restrictions contained in the Agreement. Licensee shall be liable for any infringement of Achronix's Proprietary Rights committed by any third party to which Licensee transfers the Software or any rights thereto.
1.4. Reverse Engineering.
Licensee shall not, and shall not permit others to reverse-engineer, decompile or otherwise modify the Software or any components thereof.
1.5. All Other Rights Reserved.
All Proprietary Rights and other rights not expressly granted herein are reserved to Achronix. To the extent permissible by applicable mandatory law, Licensee agrees to use the Software only as described in this Agreement.
1.6. Other License Restrictions.
Licensee may not remove or destroy any product identification, copyright notices, or other proprietary markings or restrictions from the Software. All titles, trademarks, and copyright and restricted rights notices shall be reproduced on all copies of the Software. Licensee may not modify, copy, or adapt the Software, merge the Software into another program or create derivative works based upon the Software.
2. Ownership.
The license granted hereunder does not constitute a transfer or sale of Achronix' or its licensor's ownership rights in or to the Software. This Agreement grants Licensee the right to use the Software, but Licensee does not acquire any rights, express or implied, in the Software other than those specified in this Agreement. Achronix and its licensors retain all right, title, and interest in and to the Software, including all patents, copyrights, trade secrets, and other intellectual property rights incorporated therein. The Software is protected by copyright laws, international treaty provisions, and other intellectual property laws. Therefore, Licensee may not use, copy, or distribute the Software without prior written authorization of Achronix, except that Licensee may make one (1) copy of the Software for back-up purposes only. Licensee may not copy the printed materials accompanying the Software, nor print copies of any user documentation provided in electronic form, except that Licensee may make one (1) copy of such printed materials for back-up purposes only.
3. Identified Software.
Licensee license rights to the Software are conditioned upon (i) not incorporating Identified Software into, or combining Identified Software with, the Software or a derivative work thereof; (ii) not distributing Identified Software in conjunction with the Software or a derivative work thereof; and (iii) not using Identified Software in the development of a derivative work of the Software. "Identified Software" means software which is licensed pursuant to terms that directly or indirectly (1) create, or purport to create, obligations for Achronix or its licensors with respect to the Software or derivative work thereof; or (2) grant, or purport to grant, to any third party any rights or immunities under Achronix' or its licensors' intellectual property or proprietary rights in the Software or derivative work thereof. Identified Software includes, without limitation, any software that requires as a condition of use, modification and/or distribution of such software that other software incorporated into, derived from or distributed with such software be (A) disclosed or distributed in source code form; (B) be licensed for the purpose of making derivative works; or (C) be redistributable at no charge.
4. License Fees.
On or before the Payment Date specified in the "Software Order Form", Licensee shall pay to Achronix the license fee set forth therein, in the stated currency (the "License Fee"). The License Fee amount does not contain any taxes, customs fees, shipping expenses, insurance costs and similar other charges. If value added tax or any other withholding taxes are imposed on the gross amount of the payments to be made by Licensee under the Software Order Form, Licensee shall gross up the payments by the amount necessary to assure a remittance to Achronix equal to the total amounts agreed as the License Fee.
5. Disclaimer of Warranty.
DURING THE TERM OF THIS AGREEMENT, THE SOFTWARE IS PROVIDED TO LICENSEE "AS IS," WITHOUT ANY WARRANTIES OR REPRESENTATIONS EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ACHRONIX DOES NOT WARRANT THAT THE SOFTWARE CAN BE USED, SOLD, OR OTHERWISE DISTRIBUTED, MODIFIED, HAVE DERIVATIVE WORKS CREATED FROM IT OR IMPROVED WITHOUT INFRINGING INTELLECTUAL PROPERTY OR OTHER RIGHTS OF A THIRD PARTY. ACHRONIX AND ITS LICENSORS DO NOT WARRANT THAT THE SOFTWARE WILL OPERATE ERROR FREE OR UNINTERRUPTED, OR WILL MEET LICENSEE REQUIREMENTS. LICENSEE ASSUMES ALL RESPONSIBILITIES FOR SELECTION OF THE SOFTWARE TO ACHIEVE LICENSEE'S INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. THERE IS NO WARRANTY AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SOFTWARE OR AGAINST INFRINGEMENT.
6. Limitation of Liability.
UNDER NO CIRCUMSTANCES WILL ACHRONIX OR ITS LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, LOSS OF USE OR OTHER PECUNIARY LOSS, EVEN IF ACHRONIX OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ACHRONIX' OR ITS LICENSORS' AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED THE PRICE ACTUALLY PAID BY LICENSEE FOR THE SOFTWARE
7. Confidential Information.
7.1. Trade Secrets.
Licensee acknowledges that (i) the Software and Documentation constitute valuable trade secrets of Achronix and its licensors; and (ii) the placement of copyright notices on the Software and documentation does not constitute publication or otherwise impair their confidential nature.
7.2. Contractual Obligations.
Regardless of whether or not the Software and related information also qualify as protected trade secrets under statutory law and tort law, Licensee shall treat the Software and all related information as confidential information and refrain from making any such information or the Software itself available to any other person or organization without the prior consent of the Achronix. Licensee will take all reasonable precautions necessary to safeguard the confidentiality of the Software, including (i) those taken by Licensee to protect Licensee's own trade secrets; and (ii) those which Achronix may reasonably request from time to time. Licensee will not allow the removal or defacement of any confidentiality or proprietary notice placed on the Software.
7.3. Exceptions.
The obligation of confidentiality shall not apply or shall cease to apply to any information that (a) was known to Licensee independently of its receipt hereunder; (b) is or becomes publicly available without breach of the Agreement; or (c) is disclosed by Licensee pursuant to court order or other requirement imposed by law, provided that Achronix is given a reasonable opportunity to object to or restrict such disclosure requirement to the extent practicable, and then such disclosure shall be permitted only subject to the terms and conditions of such order or other legal requirement.
8. Restrictions on Use.
You and Licensee may not use, copy, modify, distribute, or otherwise transfer the Licensed Software or any portions thereof, or permit any remote access thereof by any person or entity, except as expressly provided for in this Agreement. You shall not use the Licensed Software to program any device other than Achronix Devices. If You or Licensee transfer
9. Termination.
9.1. By Licensee.
Licensee may terminate the Agreement at any time without a right to refund.
9.2. By Achronix.
Achronix may terminate the Agreement any time if Licensee breaches the Agreement and fails to cure all breaches within fifteen (15) days after receipt of Achronix' request.
9.3. Consequences.
Upon termination, Licensee shall destroy all copies of the Software that Licensee created or that are in Licensee's possession and provide Achronix with a written certification confirming that all such copies of the Software have been destroyed. The provisions of Sections 2, 3, 4, 5, 6, 7, 8, 9 and 10 shall survive any termination of the Agreement.
10. Choice of Law and of Forum.
10.1. Choice of Law.
This Agreement and all disputes arising out of or in connection therewith shall be governed by the law of the State of California excluding conflict of law principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded from the Agreement.
10.2. Choice of Forum.
All disputes arising out of or in connection with the Agreement shall be subject to the exclusive jurisdiction of the state and federal courts in Santa Clara County, California. Both Parties expressly consent to the personal jurisdiction of such courts.
11. Miscellaneous.
11.1. Communications.
Unless expressly stated otherwise, all notices, requests, approvals, rejections and all other communications specified in the Agreement must be in writing in order to be valid and to initiate any time periods.
11.2. Trademarks and Copyright Notices.
Certain of the product and Achronix names used in this Agreement, the Software, and the written user documentation may constitute trademarks of Achronix, its licensors or other third parties. Licensee is not authorized to use and/or otherwise reproduce any such trademarks. Trademarks include but are not limited to, Achronix, Speedcore, Speedster and picoPIPE.
11.3. Third Party Software.
The Software may contain third party files and/or software code that may require attributions, notices and/or additional terms and conditions. Such required third party software attributions, notices and/or additional terms and conditions are located at http://www.achronix.com/thirdpartysw/ and are made part of and incorporated by reference into this Agreement. By accepting this Agreement, Licensee is also accepting the additional terms and conditions, if any, set forth therein.
11.4. U.S. Government Restricted Rights.
Use, reproduction, release, modification, or disclosure of the Software is restricted in accordance with FAR 12.212, 52.227-14, DFARS 227.7202, DFARS 252-227-7013 as well as by this Agreement.
11.5. Assignment.
Licensee may not assign this Agreement or any rights or obligations hereunder. Any purported assignment shall be deemed null and void.
11.6. Waiver.
No waiver by either Party of any breach of any provision of the Agreement shall constitute a waiver of any other breach of that or any other provision of the Agreement.
11.7. Entire Agreement; Modifications.
The Agreement, consisting of the License Sheet and this Exhibit, sets forth the entire agreement between the Parties, and supersedes all prior negotiations, representations, agreements, and understandings, both oral and written, between the parties hereto with respect to the subject matter hereof. Any modifications to the Agreement shall be valid only when mutually agreed upon in writing by both Parties.
11.8. Severability.
In the event that any term, clause or provision of the Agreement is construed to be or adjudged invalid, void or unenforceable, such term, clause or provision shall be construed as severed from the Agreement, and the remaining terms, clauses and provisions will remain in full force and effect.
12. Export Compliance.
Licensee shall comply with all applicable laws, including U.S. export control laws. Licensee acknowledges that the ACE Software (ECCN: 5D002 c.1) and Synplify Pro (ECCN:3D991) Software and associated documentation are subject to export controls under the U.S. Export Administration Regulations. Licensee shall (i) comply strictly with all legal requirements established under these controls; and (ii) cooperate fully with Achronix in any official or unofficial audit or inspection that relates to these controls.
Licensee represents and warrants that, unless prior authorization from the U.S. Government is obtained, Licensee will not export, reexport or transfer (in country) Achronix products or technology for use in activities involving: (i) biological, chemical, or nuclear weapons, or missiles; (ii) a "military end use"; (iii) the development, production, use, operation, installation (including on-site installation), maintenance (checking), repair, overhaul or refurbishing of a "supercomputer" located in or destined to the People’s Republic of China; (iv) or the development or production of any component or equipment that will be used in or incorporated into a "supercomputer" located in or destined to the People’s Republic of China; or (v) the development or production in the People’s Republic of China of equipment (including any parts, components, or accessories therefor) for the production, testing or inspection of integrated circuits or electronic components.
Licensee further represents and warrants that Licensee will not export, reexport or transfer (in country) Achronix products or technology to (i) any individual or entity located in a country or territory subject to a U.S. Government embargo (currently, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine), or (ii) any individual or entity included on a U.S. Government prohibited or restricted party list, including the Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, or Sectoral Sanctions Identifications List, which are maintained by the U.S. Treasury Department, or the Entity List, Denied Parties List, or Unverified List, which are maintained by the U.S. Commerce Department; or (iii) any "military end user" subject to the license requirements in Section 744.21 of the U.S. Export Administration Regulations.
For purposes of this Agreement, a "supercomputer" is a computing system having a collective maximum theoretical compute capacity of 100 or more double-precision (64-bit) petaflops or 200 or more single-precision (32-bit) petaflops with a 41,600 ft3 or smaller envelope. In addition, a "military end user" refers to army, navy, air force, marine, or coast guard, national guard or police, government intelligence or reconnaissance organizations, or any person or entity whose actions or functions are intended to support a "military end-use," and a "military end-use" refers to activities that support or contribute to the operation, installation, maintenance, repair, overhaul, refurbishing, development, or production of items described on the U.S. Munitions List (22 C.F.R. 126.1) ("USML"), classified under export control classification numbers ("ECCNs") ending in "A018", or "600 series" ECCNs (Supp. No. 1 to 15 C.F.R. 774), or incorporation into an item described on the USML, classified under ECCNs ending in "A018", or "600 series" ECCNs.