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Definitions and Extended Terms and Conditions
SLL Legal Agreement Number:
Date:
LA-ID-0008
22 February 2020
You can download a copy of this agreement in PDF at this link.
Please find a copy of the body of the agreement in HTML format below for easy viewing in your web browser below.
Headquarters:
Synaptic Laboratories (412725939)
Kutaisi No.1 Industrial Free Zone
88 Avtomshenebeli Street,
Kutaisi 4600, GEORGIA
Web: www.synaptic-labs.com
Email: info@synaptic-labs.com
Legal: legal@synaptic-labs.com
Tel: +995 551 026 588
Postal address:
Synaptic Laboratories (412725939)
(+995 551 026 588)
Service Centre 4602, Kutaisi
Post Office Box N29
GEORGIA
National Corporate Registration
and Taxation Identification Number:
412725939
Definitions and Extended Terms and Conditions (the ‘Extended Terms’)
Version 1.02, 22 February 2020
SLL Legal Agreement Number:
LA-ID-0008
Issued on:
22 February 2020
Table of Contents
1. Definitions
2. Provisions about Intellectual Property (IP) ownership
3. Provisions about proprietary information, confidentiality, no sub-licensing, and no transfer
4. Provisions about Agreement term, termination and uninstallation of Licensed Product
5. Provisions about execution of this Agreement
6. Provisions about further restraints on the Use of the Licensed Product
7. Provisions about non-Use of the Licensed Product on unsupported Device/s
8. Provisions about limitations and controls embedded in the Licensed Product
9. Provisions about maintenance, support and training
10. Provisions about conformance to Specifications and disclaimer of warranty
11. Provisions about limitation of liability and mission-critical applications
12. General Provisions
1. Definitions
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.1.6.1 “Licensed Object Code” shall mean any FPGA bitstream or executable object code resulting from mechanical translation / compilation by the Licensee or Authorised Contractor of the source code of the Licensed Product.
D.1.7 “Licensed End Products” means any Supported Device/s, or any FPGA bitstream/s, in which the Licensed Object Code, 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 Object Code 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 Product 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 in the form of Licensed Object Code 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 technical information or data supplied by Licensee to SLL regarding Client’s products, services, or use of the Licensed Products; and (v) any technical information or data 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.
D.1.42 “Third Party Recipients of Licensee’s Licensed End Products” means any party that is not You or an
Authorised Contractor and that has access to one or more of Your Licensed End Products, now or at any time into the future.
2. Provisions about Intellectual Property (IP) ownership
P.2.1 This license is not a sale. SLL retains exclusive title and ownership of the Licensed Product, including all copyright, patent and other proprietary rights therein. SLL reserves all rights not expressly granted in and to the Licensed Product. Unauthorised copying or failure to comply with this Agreement will result in automatic termination of this Agreement and, in addition, SLL may seek all other available legal remedies.
P.2.2 Ownership of Feedback and information provided in service requests. This Agreement does not obligate You to provide SLL with Feedback. If You provide to SLL any Feedback then You agree to grant and hereby grant to SLL a nonexclusive, irrevocable, perpetual, worldwide, royalty-free, fully paid up right and license under any Intellectual Property Rights You may have in and to the Feedback, including but not limited to the following rights: (a) create Derivative Works of the Feedback; (b) modify, enhance, and customise the Feedback; (c) sublicense the Feedback to SLL Licensees and customers; and (d) market, perform, copy, have copied, make, have made, Use, offer to sell, sell, and otherwise distribute SLL’s products including or embodying Feedback in any manner and via any media SLL chooses. You agree that any information collected by SLL or the Authorized Distributor arising from or relating to Your requests for Support, including but not limited to design files compiled
using the Licensed Product provided by You for purposes of design assistance, enhancement, and troubleshooting, may be used internally by SLL for the purpose of improving future versions of the Licensed Product and developing future products.
P.2.3 Ownership of Licensed Product. As between You and SLL, You acknowledge and agree that SLL has and shall have exclusive ownership of all worldwide right, title and interest in and to the Licensed Product and all Intellectual Property Rights and industrial rights associated therewith, including but not limited to enhancements, corrections, improvements, modified versions, or Derivative Works of all the foregoing, in whole or in part, whether developed or co-developed by SLL, or developed or co-developed by You. To assist SLL in perfecting its ownership rights in and to the intellectual property described in this P2.3, You agree to assign and hereby do assign to SLL all Intellectual Property Rights that You may otherwise have acquired in and to the intellectual property described in this P.2.3, and You agree to assist and cooperate with SLL in all reasonable respects in: (i) any actions to establish, transfer, or maintain such ownership rights, including executing any documents associated therewith; and (ii) actions of enforcement of such ownership rights. To the extent that any rights You may have acquired cannot be assigned under applicable law (for example, moral rights) You agree to waive and hereby waive any and all rights related to the Intellectual Property Rights described in this P.2.3, including without limitation any and all rights of identification of authorship and any and all rights of approval, restrictions or
limitation on use, or subsequent modification. Except for the licenses expressly granted to You in this Agreement, no other licenses are granted to You, either directly or indirectly, by implication, or by way of estoppel, or otherwise, and all rights not expressly granted to You are reserved by SLL.
P.2.4 Licensee retains all rights in and to their own Licensed End Products into which the Licensed Object Code is incorporated in accordance with this Agreement. This includes Intellectual Property Rights in all specifications, drawings, technical descriptions and other technical information originated by Licensee in whatever format or medium, and these exclusively and permanently rest to Licensee.
P.2.5 No Other Licenses or Grant of Intellectual Property Rights. Except as provided in this Agreement, neither Party grants to the other Party, either directly or indirectly, by implication, or by way of estoppel, any license or any other rights under such Party’s Intellectual Property Rights.
3. Provisions about proprietary information, confidentiality, no sub-licensing, and no transfer
P.3.1 Licensee hereby acknowledges and agrees that the Confidential Information, is and shall be treated as confidential information and a proprietary trade secret of SLL, the unauthorised disclosure of which would cause irreparable harm to SLL.
P.3.2 The Confidential Information constitutes trade secrets and confidential and proprietary information of SLL, and You agree not to access or Use the Confidential Information, including but not limited to the Licensed
Product or portions thereof, directly or indirectly, except and to the extent expressly permitted under this Agreement including any associated License Credential/s and any Quote/s or by applicable law. SLL retains all rights in and to the Confidential Information, and all Intellectual Property Rights associated with any of the foregoing. No other rights or licenses are granted by implication, estoppel or otherwise, to You or any third party.
P.3.3 Licensee shall not (and shall not allow any third party to): (a) decompile, disassemble, reduce to human readable form, reverse engineer or otherwise attempt to access, reconstruct, identify or discover any source code, underlying ideas, concepts, techniques, methods or processes embodied therein, underlying user interface techniques or algorithms, concepts of the Licensed Product by any means whatever, or disclose any of the foregoing; (b) analyse the operation of the Licensed Product for its own competing software and/or hardware development activities; (c) host the Licensed Product acquired under a node-locked license via the Internet or Intranet; (d) use the Licensed Product for timesharing or service bureau purposes or otherwise circumvent the use restrictions of the Licensed Product; (e) disclose the results of any evaluation and or benchmarking of the Licensed Product, without the prior written permission of SLL; or (f) attempt to circumvent any user limits or other license, timing or use restrictions that may be in the Licensed Product. If Licensee is located in a nation with legislation that permits limited reverse engineering for specific purposes notwithstanding a contractual prohibition to the contrary, Licensee may perform such limited reverse engineering but only after giving notice to SLL, with such notice to include reference to the applicable Law, and only to the extent permitted by the applicable Law.
P.3.4 You may not publish or disclose the results of any benchmarking or testing of the Licensed Product or portions thereof, without the prior written permission of SLL. Furthermore You may not use such results for Your own competing software or hardware development activities, without the prior written permission of SLL.
P.3.5 With respect to Confidential Information, each Party agree: (i) it shall use at least the same degree of care that it uses to protect its own information of a similar nature and importance, and in any event, shall use reasonable efforts to prevent the disclosure of Confidential Information to any third parties except as otherwise permitted by this Agreement, (ii) not to use or disclose Confidential Information for any purpose except to the extent necessary and for the purpose of programming Devices with the Licensed Object Code, and (iii) to restrict the disclosure and possession of Confidential Information solely to those Users, employees and Authorised Contractors with a need to know/need to access the Licensed IP, who agree to be bound by written confidentiality agreements no less strict than those contained in this Agreement. Each Party agrees to be liable to the other Party for any breaches by its own Users, employees and Authorised Contractors of the confidentiality obligations in this Section P.3.
P.3.6 Each Party shall not Use, reproduce, or distribute the Confidential Information of the other Party other than for the purposes authorised by this Agreement.
P.3.7 Each Party may not sublicense or transfer the Confidential Information of the other Party.
P.3.8 You may not sublicense, delegate, assign, or otherwise transfer possession or control of this Agreement or any of the rights or obligations contained therein to a third party without SLL’s written consent. Any attempt to do so will be void and shall have no force and effect, and shall automatically and immediately terminate all licenses and rights granted under this Agreement. SLL may not sublicense, delegate, assign, or otherwise transfer possession or control of this Agreement or any of the rights or obligations contained therein to a third party without Your written consent.
P.3.9 This confidentiality obligation shall continue to apply to the Confidential Information following the termination of Licensee’s license/s and rights granted under this Agreement, except to the extent of any
Confidential Information which a Receiving Party can conclusively demonstrate: (a) was already in Receiving Party’s possession at the time of receiving the same from Disclosing Party without any obligation of confidentiality as shown by a Party’s prior records; (b) is published or becomes available within the public domain otherwise than as a consequence of a breach by a Receiving Party of its obligation not to disclose any of the Confidential Information; (c) was lawfully received by Receiving Party from a third party without restriction on disclosure or use; (d) is independently developed without any breach of this Agreement by Receiving Party’s personnel who have not had access to any of the Confidential Information; or (e) is approved in writing by the owner of the confidential information for release or other Use by Receiving Party according to terms stipulated in such approval.
P.3.10 With respect to a disclosure required by order of a court or an authorised government agency, a Party may disclose Confidential Information, provided that: (i) a Party gives prompt written notice of any such required disclosure to the owner of the Confidential Information; (ii) such Confidential Information is disclosed only to the extent required by such court or governmental agency; and (iii) a Party provide reasonable assistance to the owner of the Confidential Information in its efforts to protect the confidentiality of the Confidential Information required to be disclosed.
P.3.11 Intellectual Property Rights Notices. Any copies of the SLL Licensed Product, SLL Licensed Object Code, SLL License Credentials, or SLL Quotes made by or for You shall include all Intellectual Property Rights notices or other copyright or other proprietary markings. You will not, and shall cause Your Authorised Contractors and Your customers and/or end users not to, remove any Intellectual Property Rights notices or other copyright or other proprietary markings from the Licensed Product, SLL License Credentials, or SLL Quotes. Any copy of the Licensed Product or portions thereof, including but not limited to any modified versions, Derivative Works, any portion merged into a design, and/or any design or product that incorporates all or any portion of the Licensed Product or Licensed Object Code, will continue to be subject to the Provisions of this Agreement. All Licensed End Products shall be distributed with an Intellectual Property Notice that includes a statement that this IP is used under Licence from Synaptic Laboratories Ltd along with a copy of this License Agreement.
P.3.12 Licensee agrees to ensure that the License Agreements, License Credentials and License Keys that may be present in or bundled with or otherwise associated with the Licensed Product are not removed.
P.3.13 The License Credential and the License Key contain vitally linked information, and Licensee agrees when making copies to always include both in all copies made, including when installing the License Key into a FPGA or ASIC development tool suite.
P.3.14 For any Licensed Object Code that was generated by the Licensee during an active License for use on any Licensee’s Licensed End Product, Licensee has a world wide, non exclusive, perpetual right to use but not modify that Licensed Object Code in that Licensed End Product throughout that Licensed End Products useable life with no further license fee payment to SLL.
P.3.15 Third Party Recipients of Licensee’s Licensed End Product have a world wide, non exclusive, perpetual right to use but not modify the Licensed Object Code in that Licensed End Product that was generated by the Licensee during an active License Period on any Licensee’s Licensed End Product throughout that Licensed End Products useable life without any paid licence being required between SLL and the Third Party Recipients and without any fees being payable by the Third Party Recipients to SLL, and without any fees being payable by the Licensee to SLL for such use by such Third Party Recipients.
P.3.16 Third Party Recipients of Licensee’s Licensed End Product may at the Licensee’s sole discretion also incorporate the Licensee’s Licensed End Product into the Third Party Recipients own products now or at any time into the future, without any paid licence being required between SLL and the Third Party Recipients and without any fees being payable by the Third Party Recipients to SLL, and without any fees being payable by the Licensee to SLL for such use by such Third Party Recipients.
4. Provisions about Agreement term, termination and uninstallation of Licensed Product
P.4.1 Term. This Agreement will commence when You Execute the Agreement as described in P.5.1 below.
P.4.2 Termination. Licensee’s license/s and any rights granted under this Agreement will terminate automatically without notice from SLL: a) at the end of the authorised License Period specified in the Quote or License Credential, unless SLL and the Licensee have renewed or extended the License Period by entering and executing a new License Credential or Quote; or b) if Licensee fails to comply with any material Provision of this Agreement.
P.4.3 For all Product Licenses except Licenses with Production rights, upon termination of the Licensee’s license/s and rights granted under this Agreement for any reason, the Licensee shall: (a) cease all Use of the Licensed Product; (b) You will uninstall and irrevocably destroy, and You shall cause any of Your employees and Authorised Contractors to uninstall and irrevocably destroy, the Licensed Product and all portions thereof in Your possession or under Your control (including backups and any portions of Licensed Product merged into a design or Licensed Product not already distributed), and certify to such destruction in writing to SLL; and (c) if You have received a copy of the Licensed Product on DVD or other manner than electronic download, contact SLL to arrange for the return of the Licensed Product to the Licensee as soon as possible. See also P.10.5 below for further Provisions that apply if termination is due to Licensed Product fault or nonconformance to Specifications.
P.4.4 For Licenses with Production Rights, the Licensee shall not continue to use the Licensed Product or any portion thereof in research, development or for production purposes after termination of Licensee’s license/s and rights granted under this Agreement, but Licensee may keep a single copy of the Licensed Product solely for archival purposes, or for Licensee to provide support to Licensee’s end users or Licensee’s customers of Licensee’s Licensed End Products that were manufactured prior to termination, but see P.10.5 below for further restrictions if termination is due to Licensed Product fault or nonconformance with Specifications.
P.4.5 Upon termination of Licensee’s license/s and rights granted under this Agreement, this Agreement survives in its entirety excepting for those clauses that grant license/s and rights to Use the Licensed Product.
5. Provisions about execution of this Agreement
P.5.1 BY: (a) DOWNLOADING, INSTALLING, COPYING OR USING THE LICENSED PRODUCT; OR (b) BY
PAYING A LICENSE FEE TO THE LICENSOR; OR (c) BY COMPLETING THIS LICENSE AGREEMENT
ONLINE BY ELECTRONIC MEANS OR IN HARD COPY ON PAPER, You acknowledge that You have read this Agreement, understand it, accept it and agree to be bound by all its Provisions.
P.5.2 IF YOU DO NOT AGREE TO BE BOUND BY, OR THE ENTITY FOR WHOSE BENEFIT YOU ACT HAS
NOT AUTHORISED YOU TO ACCEPT, THESE PROVISIONS, DO NOT DOWNLOAD, COPY, INSTALL OR USE THE LICENSED PRODUCT.
P.5.3 IF YOU HAVE ALREADY DOWNLOADED THE LICENSED PRODUCT, for example as part of a reference design, or in any other way, PLEASE UNINSTALL AND DELETE IT AND IRREVOCABLY DESTROY
ANY COPIES YOU HAVE MADE AS SOON AS POSSIBLE. If you have received a copy of the Licensed Product on DVD or other manner than electronic download, CONTACT THE LICENSOR TO ARRANGE for the return of the Licensed Product unused to the Licensee as soon as possible.
6. Provisions about further restraints on the Use of the Licensed Product
P.6.1 Licensee agrees that Licensed Product may only be used in machine readable form, and that any nodelocked License Key for the Licensed Product may only be used on one physical computer, and any floating license for a single site may only be used at that site.
P.6.2 Licensee may make up to one (1) copy of the Licensed Product (in machine readable form) solely for backup and archival purposes.
P.6.3 The License Credential/s and any Quote incorporated into this Agreement specify the permitted Target Application. Use of the Licensed Product for any other purpose/s requires an amendment to this Agreement or a separate license agreement authorising the use of the Licensed Product for the other purpose/s.
P.6.4 Licensee agrees to ensure that the Licensed Product is only accessed and used by Users with a need to know and Use the Licensed Product for the Target Application.
P.6.5 In all circumstances, Licensee shall ensure that all Users that are permitted to have access to or to Use the Licensed Product have first read the full text of this Agreement and that they understand and confirm that they shall not distribute, copy, transfer, lend, incorporate, modify or use the Licensed Product for any purpose except as expressly provided in this Agreement.
P.6.6 You may not modify or synthesize any simulation model output files generated from or resulting from the Licensed Product.
7. Provisions about non-Use of the Licensed Product on unsupported Device/s
P.7.1 No right is granted under this Agreement to Use the Licensed Product or Licensed Object Code used to design, develop, or program on devices other than the Permitted FPGA/ASIC Vendor’s Supported Device/s specified in the License Credential or Quote. You may not Use, and You shall prevent any third parties from Using, the Licensed Product and Licensed Object Code to program programmable logic devices, FGPAs, ASICs, application specific standard products, or any other integrated circuit products that are not Supported Device/s designed or manufactured by the Permitted FPGA/ASIC Vendor as specified in the License Credential or Quote. Furthermore the Licensee acknowledges and is aware that the unauthorised Use of Licensed Product targeted to a Permitted FPGA/ASIC Vendor on any device not named as a Supported Device can place the Licensee at risk of breaching third party intellectual property rights for which SLL cannot be held liable or responsible.
P.7.2 SLL specifically disclaims any liability for results obtained when Using the Licensed Product to program Device/s other than the Supported Device/s specified in the License Credential or Quote.
8. Provisions about limitations and controls embedded in the Licensed Product
P.8.1 Certain features and functions of the Licensed Product may be disabled by SLL and it is the Licensees responsibility to select an appropriate License for their requirements. In no event will SLL be held liable for any damages or losses to You or any third party resulting from the automatic disabling of any Licensed Product functions obtained through SLL’s Product License.
P.8.2 When a Licensed Product employs tethering, then SLL grants to You, the right to: (i) evaluate the logic designs of Devices by performing the following functions: design entry, timing, place and route, compilation and verification of logic designs for Devices; and (ii) evaluate the hardware in Devices by programming the Licensed Product into such Devices, but only for so long as the Devices are continuously connected via a programming cable to a host development computer that is running the FPGA development tool programmer software. Otherwise, that Licensed Product will operate for a predetermined amount of time, after which that Licensed Product will be automatically disabled and will become inoperable.
P.8.3 Encryption. The Licensee understands and accepts that SLL may employ encryption to protect some or all of its Licensed Product against unauthorised copying, reverse engineering and Use.
9. Provisions about maintenance, support and training
P.9.1 You will be solely responsible, at Your own expense, for providing technical support and training to Your customers and any other end users of the Licensed Product, and SLL will have no obligation to Support any of the foregoing.
P.9.2 SLL is not and shall not be obligated to provide any maintenance, Support, or training, or to provide any error corrections, updates, upgrades, new versions, other modifications, or enhancements for any Licensed Product, unless this is specifically stated and quantified in a Quote.
P.9.3 If a Quote includes maintenance and support, only then shall SLL be obligated to: (i) provide Support for the Licensed Product (including bug fixes, error corrections and any other updates made generally available by SLL to Licensees that purchase support and maintenance) for a period specified in the Quote; and (ii) use reasonable commercial efforts, that are measured in the context of the total annual fees paid by You for the Licensed Product, to provide to You fixes to defects in the Licensed Product that cause the Licensed Product not to conform in all material respects with the Specifications that are diagnosed as non-conformances, and are capable of replication by SLL; and (iii) provide to You fixes and other updates to the Licensed Product that SLL, in its sole discretion, chooses to make generally available to its Licensees without a separate charge; and (iv) respond by telephone or email to Your inquiries for support. Furthermore see P.10 below.
P.9.4 Licensee may purchase additional support services, however these must be the subject of a separate written agreement subject to terms negotiated and then settled by mutual agreement between the Parties.
10. Provisions about conformance to Specifications and disclaimer of warranty
P.10.1 You will be solely responsible for, and SLL shall have no obligation to honour, any warranties that You may provide to Your customers or to any other end users of the Licensee’s Licensed End Products.
P.10.2 PRODUCT IS PROVIDED TO LICENSEE ‘AS IS’, WITH ALL FAULTS, WITH NO WARRANTY, AND WITH DISCLAIMER OF WARRANTY
P.10.3 SLL and Licensee agree that SLL does not have access to all of the safety, security and functional requirements of the Licensee’s Licensed End Products, or those of ultimate end users of the Licensed End Products, or how the Licensee will use and apply the Licensed Product in Licensee’s intended R&D or production Use in the Licensed End Products, or all information about the ultimate use and application of the Licensee’s own Licensed End Products.
P.10.4 Disclaimer of Warranties. SLL makes, and the Licensee receives from SLL, no warranties of any kind, and no warranties will apply on, the Confidential Information, Licensed Product, Third Party Materials, Open Source Software or any Support, service, advice, or assistance furnished under this Agreement, whether oral, written, express, implied, statutory, or in any other Provision of this Agreement or communication with Licensee. SLL specifically disclaims any implied warranty of merchantability, satisfactory quality, title, non-infringement, or fitness for a particular purpose. No implied warranty arising from course of dealing or course of performance or usage in trade will apply. SLL does not warrant that the functions in the Licensed Product will meet Your requirements. SLL does not warrant that the operation of the Product by Licensee will be uninterrupted or fault and error free. SLL does not make any representations regarding the Use of the Licensed Product for accuracy, reliability, or otherwise. SLL expressly disclaims all warranties not expressly stated in this Agreement. No representation or other affirmation of fact, including but not limited to statements regarding capacity, suitability for Use or performance of the Licensed Product, whether made by SLL employees or otherwise, shall be deemed to be a warranty for any purpose or give rise to any liability of SLL whatsoever. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to You but shall be interpreted to apply to the maximum extent permissible under applicable law. If Your jurisdiction does not permit the exclusion of implied warranties, then the Provisions of P.10.5 for defects and nonconformance shall apply and Your sole remedy and SLL’s obligations are restricted to those set our in P.10.5(i) and P.10.5(ii).
P.10.5 In respect of any maintenance and Support or updates, upgrades and the delivery of new versions that may be specified in a Quote and purchased by Licensee, Licensee’s rights in case of defects or Product nonconformance to Specifications are personal to You, and are not transferable to Your affiliates, subsidiaries, end-user customers or to any third party, and shall be limited to the new features of the update, upgrade or new version compared to the previous version release. In the case of defects or if the Licensed Product does not materially conform to its Specifications, then You agree to promptly notify SLL in writing of such alleged defect or nonconformance, and provide sufficient details or evidence to allow SLL to reproduce the alleged defect or nonconformance. SLL shall have no obligation to remedy any nonconformance or defect it cannot replicate. During the Period of the License for which the Licensee has purchased any of support, maintenance, or updates, upgrades and the delivery of new versions, SLL may, at SLL’s sole option: (i) replace any defective or nonconforming Licensed Product provided the Licensee demonstrates adequate proof of purchase; or (ii) if SLL is unable to remedy the defect or nonconformance after reasonable commercial efforts that are measured in the context of the total annual fees paid by You for the Licensed Product, SLL may elect to refund to You the license fee actually paid for the Licensed Product during the previous twelve (12) months. Any replacement Licensed Product provided under P.10.5(i) will continue to be subject to the Provisions of P.10.5 for the remainder of the original Period as specified in the Quote or thirty (30) days, whichever is longer. Your sole remedy, and SLL’s sole obligation with regards to defects and nonconformity under this P.10.5 shall be replacement or the refund specified in P.10.5(i) and P.10.5(ii) above. If SLL refunds the license fee in accordance with P.10.5(ii) above, Your license and any rights granted to You under this Agreement will terminate immediately, and You agree to irrevocably destroy the nonconforming Licensed Product including any copies thereof and portions thereof incorporated into a Licensee’s design or product, and certify in writing of its destruction to SLL.
P.10.6 The foregoing SLL obligations regarding conformity with Specifications and defects in P.10.5 extends only to the Licensed Product in the form delivered by SLL to You, and not to any: (a) modifications not made by SLL; (b) misuse, abuse, or Use of the Licensed Product or Licensed Object Code outside its intended and authorised purpose and/or Target Application; (c) failure to Use Supported Device/s as set forth in the License
Credential/s and Quote/s; (d) failure to connect fault-free compatible software and/or hardware with the Licensed Product; or (e) Third Party Materials.
P.10.7 Licensee expressly acknowledges and agrees that Use of the Licensed Product is at its sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with Licensee, and the Licensed Product from SLL is provided “as is”, with all faults and without warranty of any kind.
P.10.8 Except and to the extent otherwise provided under this Agreement, You assume the entire risk as to the quality and performance of the Licensed Product and any design or product in which the Licensed Product may be Used, including, without limitation, any of the Licensed End Products.
11. Provisions about limitation of liability and mission-critical applications
P.11.1 Licensee agrees that SLL’s liability under this Agreement, under any legal theory and regardless of the form of action, (whether in tort, contract or otherwise), including any liability for any loss or damages directly or indirectly suffered by Licensee relating to the Licensed Product, shall in no event exceed the price of the License of the SLL Products paid by Licensee. In no event will SLL be liable for costs of replacement of substitute products or services, lost profits, or any special, indirect, consequential, or incidental damages, however caused and on any theory of liability, arising in any way out of this Agreement. These limitations shall apply even if SLL has been advised of the possibility of such damages, and notwithstanding any failure of essential purpose of any limited remedy provided herein. In the context of commercial Use of the Licensed Product if that is permitted under this Agreement for example under an R&D or Production License Type, then Licensee acknowledges that a Free Trial license and one or more free reference projects were first offered to the Licensee for the purposes of
Licensed Product evaluation, for Product suitability analysis, and for all such due diligence checking by the Licensee as the Licensee deemed necessary and appropriate, and this allocation of risk reflects this fact. This limitation of liability is cumulative and not per incident; the existence of more than one claim will not increase the limit.
P.11.2 You understand and agree that the Licensed Product may be function-time, or clock cycle limited, and therefore You acknowledge and agree that in no event will SLL be held liable for any damages, losses, costs, liabilities or expenses to You or to any third party arising from or relating to the automatic disabling of any Licensed Product functions.
P.11.3 No Indirect Damages. To the maximum extent permitted by applicable law, under no circumstances will SLL be liable to You or to any third party for any indirect, consequential, incidental, punitive, or special damages of any kind or nature including but not limited to loss of profits, loss or inaccuracy of data, loss of Use, costs of procurement of substitute goods or services in connection with the subject matter of the Agreement or Use of the Licensed Product, in whole or in part, under any theory of liability, even if such losses were reasonably foreseeable or SLL has been advised of the possibility of occurrence of such damages.
P.11.4 Damages and Indemnity Cap. In no event shall SLL’s total aggregate liability under this Agreement exceed the license fee actually paid by You to SLL for the specific license giving rise to the claim for the preceding one (1) year period.
P.11.5 Failure of Essential Purpose. Without limiting the foregoing, it is expressly understood and agreed by the Parties hereto that each and every Provision of this Agreement which provides for a limitation of liability, disclaimer of warranty or exclusion of damages is intended by the Parties to be severable and independent of any other such Provision. Further, in the event that any remedy hereunder is determined to have failed of its essential purpose, all limitations of liability and exclusions of damages shall remain in effect, to the maximum effect permitted by applicable law.
P.11.6 In no event shall SLL be liable under any legal theory, whether in tort, contract, or otherwise: (a) for any lost profits, lost revenue, or lost or interruption of business; (b) for any loss of or damages to other software or data; or (c) for any incidental, indirect, consequential, or special damages relating to this Agreement or the subject matter hereof, including but not limited to the Use, support, operation, or failure of the Licensed Product/ s, whether or not foreseeable and even if SLL has been advised of the possibility of such liability and damages.
P.11.7 Hazardous Applications and Uses. THE LICENSED PRODUCT IS NOT INTENDED OR DESIGNED TO BE FAIL-SAFE FOR USE IN ANY APPLICATION REQUIRING FAIL-SAFE PERFORMANCE OR FOR USE IN ANY MISSION CRITICAL APPLICATION, such as life support, safety or medical device systems, nuclear facilities, or any other applications that could lead to death, personal injury, or severe property or environmental damage (collectively, “hazardous applications”). THE LICENSED PRODUCT IS ALSO NOT DESIGNED OR INTENDED FOR USE WITH ANY APPLICATIONS THAT CONTROL VEHICLES OR AIRCRAFT. You agree that prior to Using or distributing any systems developed by Use of the Licensed Product or that incorporate a portion of the Licensed Product, to thoroughly test such systems for safety purposes. To the maximum extent permitted by applicable law, YOU ASSUME ALL RISK AND LIABILITY FOR ANY HAZARDOUS APPLICATIONS AND USES IN APPLICATIONS THAT CONTROL VEHICLES OR AIRCRAFT.
P.11.8 SLL is willing to enter into this Agreement only in consideration of and in reliance of the Provisions contained herein limiting SLL’s exposure to liability. Such Provisions constitute an essential part of the bargain underlying this Agreement and have been reflected in the consideration hereto. You understand and agree that SLL would not have entered into this Agreement without these Provisions limiting SLL’s exposure to liability. The Parties understand and agree that the providing of Free Trial license/s and the amount of license fees paid and the exclusion of warranties, limitation of liability, and the limitation of remedies allocate risks between the Parties as authorised under applicable law.
12. General Provisions
P.12.1 This Agreement is entered into for the benefit of SLL, its licensors, and all rights granted to You, Your Users, and Authorised Contractors, and Your obligations owed to SLL, shall be enforceable by SLL.
P.12.2 You agree to keep complete and accurate books and records which confirm Your compliance with the Provisions of this Agreement.
P.12.3 The article headings throughout this Agreement are for reference purposes only and the words contained therein shall not be construed as a substantial part of this Agreement and shall in no way be held to explain, modify, amplify, or aid in the interpretation, construction, or meaning of the Provisions of this Agreement.
P.12.4 Governing Law/Venue. This Agreement will in all respects be governed by, and construed and interpreted under, the laws of the United States of America and the State of Delaware, without reference to conflict of laws principles.
P.12.5 The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded from and will not apply to this Agreement.
P.12.6 Dispute resolution. All disputes arising out of or related to this Agreement will be (i) subject to the exclusive jurisdiction of the courts of the State of Delaware or of the Federal courts sitting in that State. Each Party submits to the personal jurisdiction of those courts and waives all objections to that jurisdiction and venue for those disputes. Alternatively, (ii) but only if the Parties so determine by mutual agreement committed to writing and signed by both Parties, disputes arising out of or related to this Agreement may be settled without recourse to legal proceedings. If the dispute could not be resolved through amicable resolution within 30 (thirty) days beginning with the written mutual agreement to seek an amicable resolution, then by mutual agreement the Parties may further elect to negotiate the dispute by arbitration in accordance with the Rules of the Arbitration of the International Chamber of Commerce by three arbitrators appointed in accordance with the said Rules, unless the Parties agree on a single arbitrator. The seat of any arbitration shall be Dover, Delaware, or such other seat as may be determined by mutual agreement between the Parties. The language to be used in any arbitration proceedings shall be English. With respect to taking evidence, the IBA Rules on the Taking of Evidence in International Arbitration 2010 shall apply. Confidentiality shall be agreed on the cause, process and outcome of any arbitration. If the Parties cannot reach mutual agreement at any point then P.12.6(i) applies.
P.12.7 The failure of either Party to enforce at any time any of the Provisions of this Agreement, or the failure to require at any time the Provisions of this Agreement to be complied with, shall in no way be construed to be a present or future waiver of such Provisions, nor in any way affect the right of either Party to enforce each and every such provision thereafter. A waiver shall only be binding upon a Party when executed in writing by an authorised representative of that Party. The express waiver by either Party of any Provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such Provision, condition or requirement.
P.12.8 This Agreement, including its associated License Credential/s and any associated Quote/s which are incorporated herein, constitute the complete and entire Agreement between You and SLL pertaining to the subject matter hereof. All text must be considered together, and be accepted as forming one complete Agreement. All prior or contemporaneous agreements, publications, negotiations, discussions and understandings, collateral or otherwise, written or oral, between the Parties relating thereto are merged into and superseded by this Agreement. The execution of this Agreement has not been induced by, nor does either Party rely upon or regard as material, any representations, warranties, conditions or other agreements not expressly made in this Agreement. No entity or person not a Party hereto shall have any interest under this Agreement, or be deemed to be a third party beneficiary thereof.
P.12.9 Modifications can be made to this Agreement by mutual agreement between the Parties through any of the following methods: (a) SLL issues a License Credential to You and You Use that Credential to demonstrate acceptance of any new Provisions contained in that further License Credential; or (b) SLL issues at Your request a Quote and You subsequently accept that Quote in writing or through SLL’s online License Assistant; or (c) in written form that is duly signed by authorised representatives of both Parties.
P.12.10 Licensee may not assign its rights or obligations under this Agreement without the prior written consent of SLL. This Agreement shall endure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.
P.12.11 If the whole or any part of a Provision of this Agreement is void, unenforceable or illegal in a jurisdiction it is severed from this Agreement for that jurisdiction only. The remainder of this Agreement has full force and effect and the validity or enforceability of that Provision in any other jurisdiction is not affected.
P.12.12 Nothing contained in this Agreement shall be deemed to constitute a Party or any of its directors, officers, employees, representatives, or agents the partner, agent, franchisee, or legal representative of the other Party or to create any fiduciary relationship for any purpose whatsoever. Except as otherwise specifically provided in this Agreement, nothing in this Agreement shall confer on a Party or any of its representatives any authority to act for, bind, or create or assume any obligation or responsibility on behalf of the other Party.
P.12.13 No Party shall be deemed in default hereunder or liable for any loss or damage resulting from delays in performance or from failure to perform or comply with the Provisions of this Agreement due to any causes beyond its reasonable control, which causes include but are not limited to acts of God or the public enemy, riots and insurrections, war, terrorism, accidents, fire, strikes and other labor difficulties (whether or not the Party is in a position to concede to such demands), embargoes, judicial action, lack of or inability to obtain export permits or approvals, necessary labor, materials, energy, utilities, components or machinery, acts of civil or military authorities.
P.12.14 Notwithstanding anything in this Agreement to the contrary, You agree that SLL may disclose Your identity by name and address and contact information, and identify the Licensed Product licensed to You, to the extent required by SLL’s agreement with its Partners and Authorised Distributors. If you are an organisation, You agree that SLL may also disclose Your organisation by name and address and contact information, to enable Your staff and authorised contractors to create an online account associated with your organisation. You also agree that SLL may also identify and disclose the existence of any executed License Agreements between SLL and Yourself, and any Licensed Product licensed to You, to other people using the License Assistant, to the extent required for people You authorise to also fulfil online transactions on behalf of Your organisation.
P.12.15 If You are an organisation, Licensee hereby agrees and gives permission for SLL to publish Licensee’s name on SLL’s website, but only where it will say words to the effect that Licensee is using the Product.
P.12.16 The Licensee agrees to opt-in and receive information on any bug fixes and or updates to the Licensed Product in Use by You. The Licensee agrees to opt-in and receive non-mass mailed correspondence with regard to their Use and experiences of the Licensed Product. Licensee has the option to opt-in and receive from SLL periodic emails containing promotional literature on SLL’s other offerings that may work with the Licensed Product and this option can be exercised by using SLL’s License Assistant or by email request to info@synaptic-labs.com .
P.12.17 Addresses for Enquiries and Notices: Please direct all inquiries regarding the Licensed Product to Synaptic Laboratories Ltd. on info@synaptic-labs.com . Legal notices can be sent to legal@synaptic-labs.com .
P.12.18 Any Use or attempted Use of the Product in violation of the foregoing restrictions and Provisions is a breach of this Agreement that will cause irreparable harm to SLL entitling SLL to injunctive relief in addition to all legal remedies.
P.12.19 License fee. You will pay SLL the license fees in the amounts and at the times set forth in the applicable SLL quote or invoice. Your obligation to remit license fees to SLL in accordance with the applicable SLL quote or invoice is absolute, unconditional, noncancellable and nonrefundable, and will not be subject to any abatement, set-off, claim, counterclaim, adjustment, reduction, or defense for any reason including, but not limited to, any claim that SLL failed to perform under this Agreement or termination of this Agreement. Past due amounts will bear interest at the rate of the lesser of 1.5% per month on the unpaid balance, or the maximum rate allowable by law. In addition to all other sums payable under this Agreement, You will pay all out-of-pocket expenses that SLL incurs, including fees and disbursements of counsel, in connection with collection and other enforcement proceedings resulting from or in connection with those proceedings.
P.12.20 Taxes. All payments will be made free and clear without deduction for any present and future taxes imposed by any taxing authority. If You are prohibited by law from making such payments unless You deduct or withhold taxes from the payments and remit the taxes to the local taxing jurisdiction, then You must withhold and remit those taxes and pay to SLL the remaining net amount after the taxes have been withheld. You will promptly furnish SLL with a copy of an official tax receipt or other appropriate evidence of any taxes imposed on payments made under this Agreement, including taxes on any additional amounts paid. In cases other than taxes referred to above including, but not limited to, sales and use taxes, stamp taxes, value added taxes, property taxes and other taxes or duties imposed by any taxing authority on or with respect to this Agreement, You will bear the costs of those taxes or duties. If those taxes or duties are legally imposed initially on SLL or SLL is later assessed by any taxing authority, then You will promptly reimburse SLL for those taxes or duties plus any interest and penalties that SLL suffers.
End of SLL Legal Agreement Number LA-ID-0008.
