This End-User Software Evaluation Agreement (“Agreement”) is a legal agreement between you and the contracting Synopsys entity identified below (“Synopsys”).
YOU MUST READ AND AGREE TO THE TERMS OF THIS AGREEMENT BEFORE THE SYNOPSYS SOFTWARE PRODUCT (“LICENSED PRODUCT”) CAN BE DOWNLOADED OR INSTALLED OR USED. IF YOU USE THE LICENSED PRODUCT 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 LICENSED PRODUCT, YOU CONSENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT ON BEHALF OF YOURSELF AND THE COMPANY ON WHOSE BEHALF YOU WILL USE THE LICENSED PRODUCT PROVIDED UNDER THIS AGREEMENT. THE EFFECTIVE DATE OF THIS AGREEMENT IS THE DATE THAT YOU FIRST DOWNLOAD, INSTALL OR USE THE LICENSED PRODUCT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU SHOULD EXIT THIS PAGE AND NOT DOWNLOAD OR INSTALL OR USE THE LICENSED PRODUCT. BY DOING SO YOU FOREGO ANY IMPLIED OR STATED RIGHTS TO DOWNLOAD OR INSTALL OR USE A LICENSED PRODUCT.
1. Limited License Grant. 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 solely for the purpose of evaluating the Licensed Product, but expressly not for creating, modifying, and simulating IC design, subject to the following terms and conditions.
A. You acknowledge and agree that you will not, nor shall you allow any third party to: (i) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Licensed Product by any means whatever, or disclose any of the foregoing; (ii) distribute, lease, lend, use for timesharing, service bureau, and/or application service provider purposes the Licensed Product; (iii) use the Licensed Product for the benefit of anyone other than you; (iv) modify, incorporate into or with other software, or create a derivative work of any part of the Licensed Product; (v) analyze the performance of third party products; (vi) use the Licensed Product to develop or enhance any product that competes with any Synopsys product; or (vii) employ the Licensed Product in, or in the development of, life critical applications or in any other application where failure of such Licensed Product, or any results from the use thereof, can reasonably be expected to result in personal injury.
B. You agree: (i) that the Licensed Product is the confidential information of Synopsys; (ii) to protect Synopsys’ confidential information from unauthorized dissemination and use with the same degree of care that you use to protect your own like information but, in no event, less than a reasonable degree of care; (iii) not to use Synopsys’ confidential information for purposes other than those necessary to directly further the purposes of this Agreement; (iv) not to disclose to third parties Synopsys’ confidential information without Synopsys’ prior written consent.
2. License to Arm Models. In addition to the rights and restrictions set forth in Section 1 above, your license to use the Arm Models is limited to access and use the Models solely with a Synopsys System Level Tool Product, and solely in accordance with the licenses granted in Section 1 above. Any Arm System Generator provided to you with an Arm Model may be used by you solely for configuring an ARM Model through a Synopsys System Level Tool Product. Arm is a third-party beneficiary with the right to enforce the license restrictions and confidentiality obligations in respect of the Arm Technology. For purpose of this section, Arm Model means an Arm Fast Model of an ARM processor or system IP product, which may incorporate the Arm System Generator; Arm System Generator means the Arm software product which enables the export of ARM processor and system IP models into IEEE 1666 SystemC simulation environments using the AMBA programmer’s view extensions to the OSCI TLM 2.0 standard; and Arm means Arm Limited and its affiliates.
3. Ownership Rights. Synopsys and/or its licensors own and shall retain all right, title and interest in and to the Licensed Product, 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.
4. No Warranty. THE LICENSED PRODUCT AND ARM TECHNOLOGY ARE 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. SYNOPSYS PROVIDES NO INDEMNIFICATION FOR THIRD-PARTY INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS WITH RESPECT TO THE LICENSED PRODUCTS AND ARM TECHNOLOGY.
5. Limitation of Liability.
UNDER NO CIRCUMSTANCES SHALL SYNOPSYS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE USE OF THE LICENSED PRODUCT AND DOCUMENTATION, HOWEVER CAUSED, WHETHER ARISING UNDER A THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR OTHERWISE), INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.
6. Term and Termination.
A. Termination. Synopsys may terminate this Agreement if you breach or are in default of any obligation hereunder, which default is incapable of cure or which, being capable of cure, has not been cured within fifteen (15) business days after receipt of written notice thereof. For the avoidance of doubt, your breach of Section 1 (Limited License Grant) shall be deemed a material breach hereof.
B. Effect of Termination. Upon expiration or termination of this Agreement, you shall, at Synopsys’ discretion, destroy or return to Synopsys all Licensed Product and related confidential information of Synopsys, including all copies thereof, whether in written or other tangible form, provided to you pursuant to this Agreement. You shall provide Synopsys with written notice of such return or destruction within thirty (30) days following any such expiration or termination.
C. Survival. Sections 1A, 1B, 3, 4, 5, 6B, 6C, 7, 8, 9, and 10 shall survive any termination or expiration of this Agreement.
7. Export Controls. You shall remain familiar and comply 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 licensed 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.
8. 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, 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.
9. Synopsys Entities: Synopsys, Inc. and its wholly-owned subsidiaries, including Synopsys International Limited, Synopsys International Limited Taiwan Branch, Synopsys Korea, Inc., Synopsys Technologies Company Limited, Synopsys LLC 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: (i) Synopsys Inc. or any directly or indirectly wholly-owned subsidiary or branch of Synopsys, Inc. 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, 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, Inc. 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 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.
10. 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.