D.1.1 “SLL” means Synaptic Laboratories Ltd a Georgian company, Company ID 412725939, with a place of business Kutaisi Industrial Free Zone No. 1, Avtomshenebeli Street 88, Kutaisi 4600, Georgia.
D.1.2 “You” refers to you or your employer or other entity for whose benefit you act, as applicable. If you are agreeing to the Provisions of this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that legal entity to this Agreement, in which case, “You” or “Your” will be in reference to such entity.
D.1.3 “Party” refers to SLL or You individually.
D.1.4 “Parties” refers to SLL and You together.
D.1.5 “Documentation” means Licensor-provided technical data which: (i) provides operating instructions for using, or (ii) explains the capabilities and functions, the Licensed Product.
D.1.6 “Licensed Product” means and includes, but is not limited to: SLL’s Confidential Information, know-how, trade secrets, intellectual property, source code, software, functional cores or macros, field programmable gate array (FPGA) logic, application specific integrated circuit (ASIC) logic, NetList, tools, specifications, and accompanying Documentation.
D.1.7 “Licensed End Products” means any FPGA device/s, or any FPGA bitstream/s, in which the Licensed Product, in whole or in part, is incorporated or implemented by You pursuant to the Provisions of this Agreement. Licensee retains all rights to their own end products and devices into which the Licensed Product is incorporated.
D.1.8 “Basic Edition” and “Full Edition” refers to variants of the same Product, where the Full Edition will typically provide superior and or more capabilities than the Basic Edition.
D.1.9 “License Assistant” refers to an automated business process on the website of SLL. The License Assistant can be used by You to request and managed licenses for Licensed Products.
D.1.10 “Acceptance and Authorisation Code” means a unique code that may be provided to You via email while You are using the License Assistant, that You must then enter into the License Assistant online, to confirm Your intention to complete a transaction.
D.1.11 “Designated Equipment” means the computer system that is owned or leased by You or Your Authorised Contractor (see definition below) and operated on Your or the Authorised Contractor’s premises and identified by a network interface card (NIC) or host identifier number on which the Licensed Product is installed and Used (see definition below), and which has the configuration, capacity, operating system version level, and pre-requisite applications described in the Documentation as necessary for the operation of the Licensed Product, and is designated by the NIC / host identifier number in the License Key as the computer system on which the License Key management software will be installed.
D.1.12 “Designated Site” means a location at which the Licensed Product is approved for use.
D.1.13 “Authorised Distributor” means a reseller, OEM, ODM, cloud platform provider, or any distributor or reseller that is authorised by SLL to distribute or sub-license the Licensed Software to end users.
D.1.14 “Concurrent Users” means the number of simultaneous Users accessing the Licensed Product in accordance with the Provisions of this Agreement.
D.1.15 “Seat” means the right granted under this Agreement to Use the Licensed Product by a single User in accordance with the Provisions of this Agreement. A Seat is either a Floating Node Seat or a Fixed Seat, which is enabled via a License Key.
D.1.16 “Floating Node Seat” is a license that allows the Licensed Product to be: (i) installed on and accessed from any number of computers on a network environment at one designed site; and (ii) Used by the permitted number of Concurrent Users that is equal to the number of Seats licensed as determined by the License Key, which can be a fixed number or unlimited number.
D.1.17 “Fixed Seat” means a license to install the Licensed Product on a fixed standalone computer for Use by a single User in accordance with the Provisions of this Agreement.
D.1.18 “License Period” means the period of time You have Use of the Licensed Product as specified in the License Credential (see definition below) or Quote (see definition below) for the Licensed Product. The License Period may also be governed by a License Key (see definition below).
D.1.19 “License Key” means a license key, license file, license manager, dongle or other key, code or information that enables a User to download, install, operate and/or regulate User access to the Licensed Product. A License Key may be embedded in a License Credential or in the Licensed Product issued to the Licensee.
D.1.20 “License Credential” means written information that specifies details and Provisions about Licensed Product issued by SLL. A License Credential typically includes most of the following details: (i) a reference to this Agreement; (ii) a reference to any associated Quote; (iii) a short name summarising the contents and scope of this License Credential; (iv) the name of the License Type (see definition below); (v) the Target Application (see definition below); (vi) the Permitted FPGA/ASIC Vendor (see definition below); (vii) the Supported Device/s (see definition below); (viii) the License Period; (iv) the Maintenance Period; (x) details about various capabilities and limitations of the IP, such as the presence of tethering and runtime limitations; and (xi) optionally a Designated Site. A License Credential may be associated with a specific License Key. A copy of that License Key may be embedded in that License Credential.
D.1.21 “Quote” means a written quote that was both provided to you by S/Labs for the Licensed Product/s ordered by You and subsequently accepted by You. A Quote is typically issued when You request a Research & Development (R&D) License Type (see definition below) or Production License Type (see definition below). A Quote typically includes pricing, License Period and Provisions, with a reference to this Agreement into which that Quote is being incorporated. One or more License Credentials and Keys may be associated with a Quote, for example if more than one Licensed Product is included in the scope of the Quote.
D.1.22 “Device” means a complex programmable logic device, FPGA device, ASIC device, application specific standard product, or any other integrated circuit product.
D.1.23 “Devices” means complex programmable logic devices, FPGA devices, ASIC devices, application specific standard product, or any other integrated circuit products.
D.1.24 “Supported Device/s” means the Device or Devices that are explicitly supported by a specific Licensed Product. The list of Supported Device/s is specified in the License Credential or Quote. Furthermore see P.7.2 below.
D.1.25 “Permitted FPGA/ASIC Vendor” means the designer or manufacturer of Devices, that is named in the License Credential or Quote. Use of the Licensed Product is limited and restricted to the Permitted FPGA/ASIC Vendor’s products, and is further limited and restricted to the Vendor’s Devices that are listed as the Supported Device/s for that Licensed Product. Furthermore see P.7.1 below.
D.1.26 “Target Application” means the scope of authorised Uses that are permitted by SLL to You for a specific Licensed Product. The Target Application is shown in the License Credential and for each Licensed Product listed in a Quote. Use of the Licensed Product for any other application or purpose requires an amendment to this Agreement or a separate license agreement authorising the Use of the Licensed Product for the other application or purpose.
D.1.27 “License Type” includes but is not limited to Free Trial, R&D Only, R&D and Production, Production Only and Channel Partner. Every License Credential and Quote names the License Type. Refer to the Target Application in the License Credential or Quote for the scope of authorised Uses that are permitted by SLL to You.
D.1.28 “Support” means any support or maintenance services provided to You by: (a) SLL; (b) an Authorised Distributor; and/or (c) authorised SLL representatives in responding to email, telephone, or other inquiries from You for maintenance, technical, or other support requests in connection with the Licensed Product.
D.1.29 “Use” means downloading, installing, using and copying all or any portion of the Licensed Product for any purpose, including but not limited to for processing the instructions contained in the Licensed Product, and/ or loading data into or displaying, viewing or extracting output results from, or otherwise operating, any portion of the Licensed Product, in accordance with the rights granted under the Agreement. Use of the Licensed Product demonstrates acceptance and execution of this Agreement.
D.1.30 “User” means You and any individual employee or Authorised Contractor identified by You as a person authorised to Use the Licensed Product on behalf of and for Your sole benefit.
D.1.31 “Authorised Contractor” means an individual, a company, or other entity that: (a) provides services to Licensee for assisting in the design, testing, and integration of the Licensed Product into Licensee designs solely for implementation within Supported Device/s; and (b) that is subject to a written confidentiality agreement protecting SLL’s Confidential Information with restrictions no less restrictive than those contained in this Agreement; and (c) no competitor of SLL shall be a Contractor; and (d) such Contractor is only authorised to Use the Licensed Product in according with the Provisions of the License Agreement and only for the period during which the Contractor is acting as a Contractor to Licensee for the providing of services listed in (a), after which time the Authorised Contractor must destroy all copies it holds of the Licensed Product and SLL Confidential Information and cease all Use, and so long as Licensee assumes full liability for Contractor’s Use of the Licensed Product in compliance with this Agreement; and (e) the Licensee must first deliver to the Contractor a copy of this Agreement in full to enable the Contractor to understand its obligations.
D.1.32 “Specification” means data in human or machine readable form furnished by the Licensor which: (i) provides operating instructions for using the Licensed Product; or (ii) explains the capabilities and functions of such items, and any full or partial copies of any such technical data.
D.1.33 “Derivative Works” means a derivative work, as defined in 17 United States Code § 101.
D.1.34 “Intellectual Property Rights” means all: (i) patents, patent applications, patent disclosures and inventions (whether patentable or not); (ii) trademarks, service marks, trade dress, trade names, logos, corporate names, Internet domain names, and registrations and applications for the registration for any of them, together with all goodwill associated with any of them; (iii) copyrights and copyrightable works (including computer programs and mask works) and registrations and applications for registration; (iv) trade secrets, knowhow and other Confidential Information; (v) waivable or assignable rights of publicity; (vi) waivable or assignable moral rights; (vii) unregistered and registered design rights and any applications for registration; (viii) database rights and all other forms of intellectual property, such as data; and (ix) any and all similar or equivalent rights throughout the world.
D.1.35 “Third Party License” means a separate license file, header, or release note that contain additional terms, conditions or restrictions imposed by Third Party Licensors.
D.1.36 “Third Party Licensors” means any third party that licenses or provides Third Party Materials to SLL.
D.1.37 “Third Party Materials” means materials or components included with the Licensed Product, including but not limited to, software, code portions or files, which are owned by Third Party Licensors, and are provided subject to Third Party Licenses.
D.1.38 “Confidential Information” means and includes, but is not limited to: (i) SLL’s software and hardware modules and the algorithms, concepts, techniques, methods, structure, logic, interactions and techniques and processes embodied therein, whether provided in source code or binary form or any other form, including any modifications, derivatives, updates and upgrades thereto; (ii) the Licensed Products, and all information and Specifications associated therewith; (iii) any business, marketing, technical, scientific or financial information disclosed to You by SLL or an SLL Authorized Distributor; (iv) any information which, at the time of disclosure by SLL, is designated in writing as confidential or proprietary, or similar designation, is disclosed in circumstances of confidence, or would be reasonably understood by a person, exercising business judgment, to be confidential.
D.1.39 “Provisions” means the contractual terms and conditions contained within this Agreement. Some but not all Provisions are numbered.
D.1.40 “Agreement” means the License and Confidentiality Agreement and any other documents that are incorporated by reference into the Agreement, which includes but is not limited to this Extended Terms document and any issued License Credential and License Key and Quote.
D.1.41 “Feedback” means any comments or suggestions You provide to SLL with respect to the modification, correction, improvement, or enhancement of: (i) the Licensed Product or portions thereof; (ii) any Confidential Information disclosed by SLL to You; or (iii) Licensed Product that may embody such Confidential Information.