Synplicity Software License Agreement

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 THE LOCATION OF PURCHASE FOR A REFUND. This is a legal agreement governing use of the software program provided by Synplicity, Inc. (“Synplicity”) to you (the “SOFTWARE”). The term “SOFTWARE” also includes related documentation (whether in print or electronic form), any authorization keys, authorization codes, and license files, and any updates or upgrades of the SOFTWARE provided by Synplicity, but does not include certain “open source” software licensed by third party licensors and made available to you by Synplicity under the terms of such third party licensor’s license (such as software licensed under the General Public License (GPL)) (“Third Party Software”). If Licensee is a participant in the University Program or has been granted an Evaluation License or Subscription License, then some of the following terms and conditions may not apply (refer to the sections entitled, respectively, Evaluation License and Subscription License, below).

License. Synplicity grants to Licensee a non-exclusive right to install the SOFTWARE and to use or authorize use of the SOFTWARE by up to the number of nodes for which Licensee has a license and for which Licensee has the security key(s) or authorization code(s) provided by Synplicity or its agents for the purpose of creating and modifying Designs (as defined below). If Licensee has obtained the SOFTWARE under a node-locked license, then a “node” refers to a specific machine, and the SOFTWARE may be installed only on the number of “nodes” or machines authorized, must be used only on the machine(s) on which it is installed, and may be accessed only by users who are physically present at that node or machine. A node-locked license may only be used by one user at a time running one instance of the SOFTWARE at a time. If Licensee has obtained the SOFTWARE under a “floating” license, then a “node” refers to a concurrent user or session, and the SOFTWARE may be used concurrently by up to the number of users or sessions indicated. All SOFTWARE must be used within the country for which the systems were licensed and at Licensee's Site (contained within a one kilometer radius); however, if Licensee has a floating license then remote use is permitted by employees who work at the site but are temporarily telecommuting to that same site from less than 50 miles away (for example, an employee who works at a home office on occasion), but the maximum number of concurrent sessions or nodes still applies. In addition, Synplicity grants to Licensee a non-exclusive license to copy and distribute internally the documentation portion of the SOFTWARE in support of its license to use the program portion of the SOFTWARE. For purposes of this Agreement the “Licensee’s Site” means the location of the server on which the SOFTWARE resides, or when a server is not required, the location of the client computer for which the license was issued.

Evaluation License. If Licensee has obtained the SOFTWARE pursuant to an evaluation license, then, in addition to all other terms and conditions herein, the following restrictions apply: (a) the license to the SOFTWARE terminates after 20 days (unless otherwise agreed to in writing by Synplicity); and (b) Licensee may use the SOFTWARE only for the sole purpose of internal testing and evaluation to determine whether Licensee wishes to license the SOFTWARE on a commercial basis. Licensee shall not use the SOFTWARE 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 Licensee’s customers. If Licensee breaches any of the foregoing restrictions, then Licensee shall pay to Synplicity a license fee equal to Synplicity’s perpetual list price plus maintenance for the commercial version of the SOFTWARE.

Subscription (Time-Based) License. If Licensee has obtained a Subscription License to the SOFTWARE, in addition to all other terms and conditions herein, the following restrictions apply: (a) Licensee is authorized to use the SOFTWARE only for a limited time (which time is indicated on the quotation or in the purchase confirmation documents); (b) Licensee’s right to use the SOFTWARE terminates on the date the subscription term expires as set forth in the quotation or the purchase confirmation documents, unless Licensee has renewed the license by paying the applicable fees.

Project Based License. If Licensee has obtained a Project-Based License to the SOFTWARE, in addition to all other terms and conditions herein, the terms of Exhibit A will apply.

Copy Restrictions. This SOFTWARE is protected by United States copyright laws and international treaty provisions and Licensee may copy the SOFTWARE only as follows: (i) to directly support authorized use under the license, and (ii) in order to make a copy of the SOFTWARE for backup purposes. Copies must include all copyright and trademark notices.

Use Restrictions. This SOFTWARE is licensed to Licensee for internal use only. Licensee shall not (and shall not 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 SOFTWARE by any means whatever, or disclose any of the foregoing; (ii) provide, lease, lend, or use the SOFTWARE for timesharing or service bureau purposes, on an application service provider basis, or otherwise circumvent the internal use restrictions; (iii) modify, incorporate into or with other software, or create a derivative work of any part of the SOFTWARE; (iv) disclose the results of any benchmarking of the SOFTWARE, or use such results for its own competing software development activities, without the prior written permission of Synplicity; or (v) attempt to circumvent any user limits, maximum gate count limits or other license, timing or use restrictions that are built into the SOFTWARE.

Transfer Restrictions/No Assignment. The SOFTWARE may only be used under this license at the designated locations and designated equipment as set forth in the license grant above, and may not be moved to other locations or equipment or otherwise transferred without the prior written consent of Synplicity. Any permitted transfer of the SOFTWARE will require that Licensee executes a “Software Authorization Transfer Agreement” provided by Synplicity. Further, Licensee shall not sublicense, or assign this Agreement or any of the rights or licenses granted under this Agreement, without the prior written consent of Synplicity.

Security. Licensee agrees to take all appropriate measures to safeguard the SOFTWARE and prevent unauthorized access or use thereof. Suggested ways to accomplish this include: (i) implementation of firewalls and other security applications, (ii) use of FLEXlm options file that restricts access to the SOFTWARE to identified users; (iii) maintaining and storing license information in paper format only; (iv) changing TCP port numbers every three (3) months; and (v) communicating to all authorized users that use of the SOFTWARE is subject to the restrictions set forth in this Agreement.

Ownership of the SOFTWARE. Synplicity retains all right, title, and interest in the SOFTWARE (including all copies), and all worldwide intellectual property rights therein. Synplicity reserves all rights not expressly granted to Licensee. This license is not a sale of the original SOFTWARE or of any copy.

Ownership of Design Techniques. “Design” means the representation of an electronic circuit or device(s), derived or created by Licensee through the use of the SOFTWARE in its various formats, including, but not limited to, equations, truth tables, schematic diagrams, textual descriptions, hardware description languages, and netlists. “Design Techniques” means the data, circuit and logic elements, libraries, algorithms, search strategies, rule bases, techniques and technical information incorporated in the SOFTWARE and employed in the process of creating Designs. Synplicity retains all right, title and interest in and to Design Techniques incorporated in the SOFTWARE, including all intellectual property rights embodied therein, provided that to the extent any Design Techniques are included as part of or embedded within Licensee’s Designs, Synplicity grants Licensee a personal, nonexclusive, nontransferable license to reproduce the Design Techniques and distribute such Design Techniques solely as incorporated into Licensee’s Designs and not on a standalone basis. Additionally, Licensee acknowledges that Synplicity has an unrestricted, royalty-free right to incorporate any Design Techniques disclosed by Licensee into its software, documentation and other products, and to sublicense third parties to use those incorporated design techniques.

Protection of Confidential Information. "Confidential Information" means (i) the SOFTWARE, in object and source code form, and any related technology, idea, algorithm or information contained therein, including without limitation Design Techniques, and any trade secrets related to any of the foregoing; (ii) either party's product plans, Designs, costs, prices and names; non-published financial information; marketing plans; business opportunities; personnel; research; development or know-how; (iii) any information designated by the disclosing party as confidential in writing or, if disclosed orally, designated as confidential at the time of disclosure and reduced to writing and designated as confidential in writing within thirty (30) days; and (iv) the terms and conditions of this Agreement; provided, however that "Confidential Information" will not include information that: (a) is or becomes generally known or available by publication, commercial use or otherwise through no fault of the receiving party; (b) is known and has been reduced to tangible form by the receiving party at the time of disclosure and is not subject to restriction; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; (d) is lawfully obtained from a third party who has the right to make such disclosure; and (e) is released for publication by the disclosing party in writing.

Each party will protect the other's Confidential Information from unauthorized dissemination and use with the same degree of care that each such party uses to protect its own like information. Neither party will use the other's Confidential Information for purposes other than those necessary to directly further the purposes of this Agreement. Neither party will disclose to third parties the other's Confidential Information without the prior written consent of the other party.

Open Source Software. The SOFTWARE may be delivered with software that is subject to open source licensing terms (“Open Source Software”) which are available at http://www.synplicity.com/products/license_agreement.html. If the Open Source Software license also requires source code to be made available, Licensee may reference http://www.synplicity.com/products/opensource.html for information on how to obtain such source code. 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 SYNPLICITY 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 SYNPLICITY 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 AN 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 ECLIPSE 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.

Termination. Synplicity may terminate this Agreement immediately if Licensee breaches any provision, including without limitation, failure by Licensee to implement adequate security measures as set forth above. Upon notice of termination by Synplicity, all rights granted to Licensee under this Agreement will immediately terminate, and Licensee shall cease using the SOFTWARE and return or destroy all copies (and partial copies) of the SOFTWARE and documentation.

Limited Warranty and Disclaimer. Synplicity warrants that the program portion of the SOFTWARE will perform substantially in accordance with the accompanying documentation for a period of 90 days from the date of receipt. Synplicity’s entire liability and Licensee’s exclusive remedy for a breach of the preceding limited warranty shall be, at Synplicity’s option, either (a) return of the license fee, or (b) providing a fix, patch, work-around, or replacement of the SOFTWARE. In either case, Licensee must return the SOFTWARE to Synplicity with a copy of the purchase receipt or similar document. Replacements are warranted for the remainder of the original warranty period or 30 days, whichever is longer. Some states/jurisdictions do not allow limitations, so the above limitation may not apply. EXCEPT AS EXPRESSLY SET FORTH ABOVE, NO OTHER WARRANTIES OR CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, ARE MADE BY SYNPLICITY OR ITS LICENSORS WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING DOCUMENTATION, AND SYNPLICITY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS NOT EXPRESSLY STATED HEREIN, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. SYNPLICITY AND ITS LICENSORS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL DEFECTS IN THE PROGRAM WILL BE CORRECTED. Licensee assumes the entire risk as to the results and performance of the SOFTWARE. Some states/jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply.

Limitation of Liability. IN NO EVENT SHALL SYNPLICITY OR ITS LICENSORS OR THEIR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTIONS, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF SYNPLICITY AND/OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, IN NO EVENT SHALL SYNPLICITY’S LICENSORS BE LIABLE FOR ANY DIRECT DAMAGES ARISING OUT OF LICENSEE’S USE OF THE SOFTWARE. IN NO EVENT WILL SYNPLICITY OR ITS LICENSORS BE LIABLE TO LICENSEE FOR DAMAGES IN AN AMOUNT GREATER THAN THE FEES PAID FOR THE USE OF THE SOFTWARE. Some states/jurisdictions do not allow the limitation or exclusion of incidental or consequential damages, so the above limitations or exclusions may not apply.

Intellectual Property Right Infringement. Synplicity will defend or, at its option, settle any claim or action brought against Licensee to the extent it is based on a third party claim that the SOFTWARE as used within the scope of this Agreement infringes or violates any US patent, copyright, trade secret or trademark of any third party, and Synplicity will indemnify and hold Licensee harmless from and against any damages, costs and fees reasonably incurred that are attributable to such claim or action; provided that Licensee provides Synplicity with (i) prompt written notification of the claim or action; (ii) sole control and authority over the defense or settlement thereof (including all negotiations); and (iii) at Synplicity’s expense, all available information, assistance and authority to settle and/or defend any such claim or action. Synplicity’s obligations under this subsection do not apply to the extent that (i) such claim or action would have been avoided but for modifications of the SOFTWARE, or portions thereof, other than modifications made by Synplicity after delivery to Licensee; (ii) such claim or action would have been avoided but for the combination or use of the SOFTWARE, or portions thereof, with other products, processes or materials not supplied or specified in writing by Synplicity; (iii) Licensee continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (iv) Licensee’s use of the SOFTWARE is not strictly in accordance with the terms of this Agreement. Licensee will be liable for all damages, costs, expenses, settlements and attorneys’ fees related to any claim of infringement arising as a result of (i)-(iv) above.

If the SOFTWARE becomes or, in the reasonable opinion of Synplicity is likely to become, the subject of an infringement claim or action, Synplicity may, at Synplicity’s option and at no charge to Licensee, (a) obtain a license so Licensee may continue use of the SOFTWARE; (b) modify the SOFTWARE to avoid the infringement; (c) replace the SOFTWARE with a compatible, functionally equivalent, and non-infringing product, or (d) if Synplicity determines that options (a), (b), and (c) are not commercially reasonable, then Synplicity shall have the right to terminate the licenses granted hereunder and refund to Licensee the amount paid for the SOFTWARE, as depreciated on a straight-line 5-year basis, or such other shorter period applicable to Subscription Licenses.

THE FOREGOING PROVISIONS OF THIS SECTION STATE THE ENTIRE AND SOLE LIABILITY AND OBLIGATIONS OF SYNPLICTY, AND THE EXCLUSIVE REMEDY OF LICENSEE, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE SOFTWARE (INCLUDING DESIGN TECHNIQUES) AND DOCUMENTATION.

Export. Licensee warrants that it is not prohibited from receiving the SOFTWARE under U.S. export laws; that it is not a national of a country subject to U.S. trade sanctions; that it will not use the SOFTWARE in a location that is the subject of U.S. trade sanctions that would cover the SOFTWARE; and that to its knowledge it is not on the U.S. Department of Commerce’s table of deny orders or otherwise prohibited from obtaining goods of this sort from the United States.

Miscellaneous. This Agreement is the entire agreement between Licensee and Synplicity with respect to the license to the SOFTWARE, and supersedes any previous oral or written communications or documents (including, if you are obtaining an update, any agreement that may have been included with the initial version of the SOFTWARE). This Agreement is governed by the laws of the State of California, USA excluding its conflicts of laws principals. This Agreement will not be governed by the U. N. Convention on Contracts for the International Sale of Goods and will not be governed by any statute based on or derived from the Uniform Computer Information Transactions Act (UCITA). If any provision, or portion thereof, of this Agreement is found to be invalid or unenforceable, it will be enforced to the extent permissible and the remainder of this Agreement will remain in full force and effect. Failure to prosecute a party’s rights with respect to a default hereunder will not constitute a waiver of the right to enforce rights with respect to the same or any other breach.

Government Users. If the SOFTWARE is licensed to the United States government or any agency thereof, then the SOFTWARE and any accompanying documentation will be deemed to be “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the SOFTWARE and accompanying documentation by the U.S. Government will be governed solely by the terms of this Agreement and are prohibited except to the extent expressly permitted by the terms of this Agreement.

March 2008

Open Source Licensing Terms

GNU Software. Synplicity provides GNU utilities solely for Customer’s convenience. The GNU Software is governed by the terms of the GNU GENERAL PUBLIC LICENSE, available at http://www.gnu.org/licenses/gpl.txt. A copy of this license agreement is also included in Synplicity packages with every GNU utility as is the source code for each GNU utility. For avoidance of doubt, the definition of “SOFTWARE” in Synplicity License Agreement excludes GNU Software. SYNPLICITY PROVIDE THE GNU SOFTWARE ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SYNPLICITY SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AN 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 GNU SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Eclipse Software. Synplicity provides the Eclipse Software solely for Customer’s convenience. The Eclipse Software is governed by the terms of the Common Public License Version 1.0, available at http://www.eclipse.org/legal/cpl-v10.html. For avoidance of doubt, the definition of “SOFTWARE” in the Synplicity License Agreement excludes the Eclipse Software. Source code for the Eclipse Software is available at http://www.eclipse.org. SYNPLICITY AND THE CONTRIBUTORS (AS DEFINED IN COMMON PUBLIC LICENSE VERSION 1.0) OF THE ECLIPSE SOFTWARE PROVIDE THE ECLIPSE SOFTWARE ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER SYNPLICITY NOR THE CONTRIBUTORS OF THE ECLIPSE SOFTWARE SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AN 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 ECLIPSE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Java Software. Synplicity provides the Java Runtime Environment solely for Customer’s convenience. The Java Software is governed by the terms of the SUN MICROSYSTEMS, INC. BINARY CODE LICENSE AGREEMENT, available at http://java.com/en/download/license.jsp. For avoidance of doubt, the definition of “SOFTWARE” in Synplicity License Agreement excludes the Java Software. SYNPLICITY AND SUN MICROSYSTEMS PROVIDE THE JAVA SOFTWARE ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER SYNPLICITY NOR SUN MICROSYSTEMS SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AN 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 JAVA SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.