Xilinx End User License AgreementXILINX, INC. CAREFULLY READ THIS END USER LICENSE AGREEMENT ("AGREEMENT"). BY OPENING THE PACKAGE CONTAINING THE SOFTWARE, CLICKING THE "ACCEPT" OR "AGREE" BUTTON, OR OTHERWISE ACCESSING, DOWNLOADING, INSTALLING OR USING THE SOFTWARE, YOU AGREE ON BEHALF OF LICENSEE TO BE BOUND BY THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT OPEN THE PACKAGE, OR DOWNLOAD, INSTALL OR USE THE SOFTWARE; AND IF LICENSEE HAS ALREADY OBTAINED THE SOFTWARE FROM AN AUTHORIZED SOURCE, PROMPTLY RETURN IT FOR A REFUND. IF LICENSEE HAS OBTAINED THIS SOFTWARE AS AN UPDATE AS CONTEMPLATED BY SECTION 6 BELOW, THESE TERMS AND CONDITIONS WILL GOVERN THE SOFTWARE, EXCEPT THAT THE ORIGINAL "TERM" SHALL REMAIN UNCHANGED. 1. Definitions "Licensee" means the individual, corporation or other legal entity to which Xilinx has issued the licenses described herein. "Registration ID" means the special code issued by Xilinx that is necessary to download, install and/or operate the applicable Software. "Named User" means a specific human being who is identified by name by Licensee as Licensee's authorized user of the applicable Software. In cases where Licensee is an individual who has obtained a license from Xilinx for his/her individual use, Licensee and Named User are one and the same. "Software" means any one or more of the Xilinx ISE™ Design Suite software tools listed immediately below, to the extent that Xilinx has issued to Licensee a license as described herein. "Software" also includes all associated data and documentation, including any updates, bug fixes, maintenance releases and the like, if any, to the extent such items are made available to Licensee by Xilinx during the Term. ISE™ Foundation™ software solution "Term" is defined in Section 10 below. "Xilinx" means Xilinx, Inc., a Delaware corporation, with a place of business at 2100 Logic Drive, San Jose, CA 95124. "Xilinx Device" means any integrated circuit, including a field programmable gate array (FPGA) device or complex programmable logic device (CPLD), made by or for Xilinx and sold by Xilinx or its authorized distributors. 2. Registration. Licensee shall ensure that it (or a person acting on its behalf with authority to do so) has completed the Xilinx online (or other authorized) registration process as instructed by Xilinx before installing or using the Software. Only Software that has been validly registered by Licensee with Xilinx is licensed under this Agreement. Licensee shall allow only Named Users to use the Software licensed under this Agreement. Licensee must maintain the Registration ID strictly confidential and not provide it to anyone other than to a Named User solely for downloading and installing the Software, and to an employee of Licensee for backup and record-keeping purposes. Licensee shall maintain a record of all of its Named Users. 3. License Grants. (a) Xilinx Licenses. Subject to the terms and conditions of this Agreement, Xilinx hereby grants to Licensee, during the Term, the following personal, non-exclusive, non-transferable, non-sublicensable licenses (under Xilinx' intellectual property rights as embodied in the applicable Software): (1) Named User License. Except as indicated in Section 3(a)(2) below, Licensee may permit Named Users (up to the total number thereof issued to Licensee by Xilinx) to install, reproduce, access and use such Software for the sole purposes of developing, synthesizing, testing and verifying designs only for Xilinx Devices. Any Named User may simultaneously operate multiple copies of such Software on one or more computers for such purposes, provided that no one other than such Named User may operate such Software. (2) TMRTool License. If Licensee has licensed the TMRTool, Xilinx has issued to Licensee either a node-locked license or a floating license. If Licensee has obtained a node-locked license, then the TMRTool may be installed only on one computer. If Licensee has obtained a floating license, then the TMRTool may be installed on multiple computers. In either case, access to the TMRTool shall be limited solely to the number of concurrent Named User licenses issued to Licensee by Xilinx. The TMRTool may be used for the sole purposes of developing, synthesizing, testing and verifying designs only for Xilinx Devices. (3) Distributable Components License. A. Certain Definitions. "Distributable Component(s)" means those files supplied by Xilinx that are contained within certain Software tools (such as in EDK, Core Generator and System Generator) and that are identified by Xilinx in such tool or its associated documentation as either (a) an IP core (or a LogiCORE™ product), which is designed for use in programming functionality onto a Xilinx Device (hereafter a "Core"), or (b) a software driver (or a device driver), which is designed for use in enabling a Xilinx Device to interoperate with other independent software programs such as an operating system (hereafter a "Driver"). Distributable Components may be supplied by Xilinx in either (y) source code form, such as a Core provided in VHDL or Verilog form or a Driver provided in C language source form (hereafter "Modifiable Form), or (z) a format other than source code, such as a Core provided in netlist form or encrypted netlist form or a Driver provided in complied object code form (hereafter "Restricted Form). For purposes of clarity, a "Core" as used herein includes only a "Core" provided by Xilinx in the Software tools listed above at no additional charge, and not any fee-based LogiCORE™ products which are licensed separately under other agreements. B. Modification Rights. For Distributable Components supplied by Xilinx in Modifiable Form, Licensee may modify such Distributable Components, provided that such modifications are limited to enabling such Distributable Components to, in the case of a Core, program only a Xilinx Device, and in the case of a Driver, enable only a Xilinx Device to interoperate with other independent software programs such as an operating system. Licensee shall have no right to modify a Distributable Component that is supplied by Xilinx in a Restricted Form. C. Distribution Rights. Licensee may distribute Distributable Components (including when modified per Section 3(a)(3)B above), provided that either (a) such Distributable Components have been converted into a machine executable form, such as in the case of a Core, a bitstream form or PROM file form, and in the case of a Driver, in compiled object code form; or (b) the recipient thereof has a valid license from Xilinx to use the same Software. In all cases Distributable Components shall be distributed only for use in or with a Xilinx Device. (b) Third-Party Licenses. Certain portions of the Software may originate from third-party licensors and are subject to the terms and conditions of the applicable licenses that appear upon activation of the Software and/or are detailed in the corresponding Release Notes. Certain portions of the Software may be subject to the terms of the GNU General Public License or the GNU Lesser General Public License or other open source or free software licenses. Licensee hereby acknowledges that the terms and conditions of any of the foregoing licenses are subject to change at any time. Licensee agrees to carefully review and abide by the terms and conditions of these licenses to the extent these apply to any portion of the Software. This section 3(b) shall survive the expiration or earlier termination of this Agreement provided that Licensee complies with the terms and conditions of this Agreement. 4. Restrictions. (a) Transfer Restriction. Licensee may permanently transfer a license from Xilinx hereunder solely within Licensee's legal entity from one Named User to another Named User, provided that (i) the transferring Named User has permanently ended any need for future use of such license, (ii) the Software under such license (including all backup copies, related documentation, and a copy of this Agreement) is transferred to the recipient Named User, (iii) the transferring Named User retains no copy of such transferred Software and permanently discontinues any use thereof, and (iv) Licensee retains a record of all such transfers. (b) Special Use Restrictions. No right is granted hereunder to use the Software or any bitstream generated by use of the Software to program or develop designs for non-Xilinx Devices; however, Licensee may port ASIC designs to Xilinx Devices for the purpose of prototyping and verification. Furthermore, the iMPACT configuration tool contained within the Software may be used to program devices solely for prototype purposes, and Xilinx specifically disclaims any liability for results obtained from use of the iMPACT tool to program devices for production purposes. (c) General Restrictions. Except only to the extent otherwise expressly allowed under Section 3 above, Licensee is not licensed to, and agree not to: (i) decompile, translate, reverse-engineer, disassemble, or otherwise reduce to human readable form the Software or the data files generated by the Software; (ii) transmit the Software or display the object code of the Software on any computer screen, or make any hard-copy memory dumps of the object code; (iii) publish or disclose the results of any benchmarking of the Software, or use such results for any other software development activities; (iv) make any copies of the Software, except to make one (1) copy of the Software in machine-readable form solely for backup purposes; (v) modify or prepare derivative works of the Software, in whole or in part; (vi) rent, lease, loan, lend, time-share, sublicense, distribute or transfer the Software to any other individual, corporation or other legal entity; or (vii) remove, alter or obscure any product identification, ownership or intellectual property rights notices on or in the Software. 5. Ownership. Xilinx and its third-party licensors own and retain title to the Software and all copies thereof, and to any patents, copyrights, trade secrets and other intellectual property rights therein and thereto. Except as expressly provided in Section 3, no right, title or other interest in or to the Software is transferred or conveyed under this Agreement, express or implied. The Software is protected by laws and international treaty provisions covering intellectual property rights. With respect to portions of the Software that have been licensed to Xilinx from third parties, such third parties are intended third-party beneficiaries of the terms of this Agreement. Licensee acknowledges that use of the Distributable Components in combination with other functionality, software or protocols may require licenses from third parties and Licensee accepts sole responsibility for obtaining such licenses. 6. Updates. Licensee will be eligible, only during the Term, to receive updates, bug fixes, maintenance releases and the like to the Software that Xilinx may, in its sole discretion, make generally available to all of its then-current licensees of the Software. Any such items shall be deemed and treated as "Software" under this Agreement. 7. Limited Warranty and Sole Remedy. Xilinx warrants that, for a period of ninety (90) days from the date of delivery to Licensee of the Software as evidenced by a copy of the delivery receipt (the "Warranty Period"), any media on which the Software may be furnished will, under normal use, be free from defects in material and workmanship. If Licensee reports in writing to Xilinx a breach of the foregoing warranty during the Warranty Period, the entire liability of Xilinx and its licensors to Licensee, and Licensee's sole and exclusive remedy under this limited warranty, will be for Xilinx, at its option, after return of the defective software media, to either replace such media or to refund the applicable license fee received by Xilinx and terminate this Agreement. 8. DISCLAIMERS. (A) EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN SECTION 7 ABOVE, THE SOFTWARE IS PROVIDED "AS-IS;" AND XILINX AND ITS LICENSORS MAKE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. XILINX AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. (B) XILINX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THE DEFECTS IN THE SOFTWARE WILL BE CORRECTED. FURTHERMORE, XILINX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING USE OR THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. (C) THE SOFTWARE IS NOT DESIGNED OR INTENDED FOR USE IN CREATING FAIL-SAFE DESIGNS OR FOR CREATING DESIGNS TO BE USED IN ANY HAZARDOUS ENVIRONMENT REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF LIFE-SUPPORT OR SAFETY DEVICES OR SYSTEMS, NUCLEAR FACILITIES, WEAPONS SYSTEMS, THE DEPLOYMENT OF AIRBAGS, APPLICATIONS THAT AFFECT CONTROL OR NAVIGATION OF A VEHICLE OR AIRCRAFT OR IN ANY OTHER APPLICATION IN WHICH ITS FAILURE COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PROPERTY OR ENVIRONMENTAL DAMAGE (INDIVIDUALLY AND COLLECTIVELY "CRITICAL APPLICATIONS"). LICENSEE ASSUMES THE RISK OF ANY USE OF THE SOFTWARE IN CONNECTION WITH SUCH CRITICAL APPLICATIONS, SUBJECT ONLY TO APPLICABLE LAWS AND REGULATIONS GOVERNING LIMITATIONS ON PRODUCT LIABILITY. 9. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (1) IN NO EVENT WILL XILINX OR ITS LICENSORS BE LIABLE FOR ANY LOSS OF DATA, LOST PROFITS, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING FROM THIS AGREEMENT OR THE USE OR OPERATION OF THE SOFTWARE, IN WHOLE OR IN PART, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY; (2) IN NO EVENT WILL XILINX OR ITS LICENSORS BE LIABLE FOR DIRECT DAMAGES ARISING FROM THIS AGREEMENT OR THE USE OR OPERATION OF THE SOFTWARE, IN WHOLE OR IN PART, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, IN EXCESS OF THE LICENSE FEE RECEIVED BY XILINX PURSUANT TO THIS AGREEMENT; (3) THESE LIMITATIONS WILL APPLY EVEN IF XILINX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (4) THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES HEREIN. 10. Term; Termination. With respect to each license issued in connection with this Agreement, the term of such license shall be effective for a period of one (1) year from the first date of delivery of the Software (by either electronic or physical means, as applicable) to Licensee (the "Term"); provided that, if any Software is licensed by Xilinx only for evaluation purposes, then (a) the Term shall be sixty (60) days from the date of installation of the Software and (b) the rights granted per Section 3(a)(3) above shall be null and void. To renew this Agreement, Licensee must contact Xilinx or one of its authorized distributors to determine the renewal fees and the terms and conditions applicable thereto. Licensee may terminate this Agreement at any time by destroying the Software and all copies thereof. This Agreement will terminate immediately without notice from Xilinx if Licensee fails to comply with any of the terms and conditions herein. Upon expiration or earlier termination, Licensee must destroy the Software and all copies thereof, provided that Licensee may retain one (1) copy of the Software for modifying and debugging any designs that Licensee has created during the Term, and Licensee may continue to exercise the rights granted per Section 3(a)(3) above for any designs that Licensee has created during the Term. The following provisions of this Agreement survive its expiration or earlier termination: 1 (Definitions) and all defined terms, 2 (Registration), 3b (Third-Party Licenses) as provided therein, 4 (Restrictions), 5 (Ownership), 8 (Disclaimers), 9 (Limitation of Liability), 10 (Term; Termination) and 11 (General). 11. General. (a) Governmental Use. The Software is comprised of commercial computer software developed exclusively at the expense of Xilinx. Accordingly, pursuant to the Federal Acquisition Regulations (FAR) Section 12.212 and Defense FAR Supplement (DFARS) Section 227.2702, use, duplication and disclosure of the Software by or for the government is subject to the restrictions set forth in this Agreement. Manufacturer is Xilinx, Inc., 2100 Logic Drive, San Jose, California 95124. (b) Export Compliance. Licensee shall adhere to all applicable import and export laws and regulations of Licensee's country and of the United States, without limitation. This Agreement may involve items and information that are subject to the International Traffic in Arms Regulations (ITAR) or Export Administration Regulations (EAR). The importer/exporter of record shall not export, reexport, resell, transfer, or disclose, directly or indirectly, any products or technical data, to any proscribed person, entity, or country, or foreign persons thereof, unless properly authorized by the U.S. government and/or any other applicable or relevant government or regulatory body. (c) Governing Law. This Agreement shall be governed by the laws of the State of California, without reference to conflict of laws principles; provided that if the Software is obtained in the EU, then this Agreement shall be governed by the laws of the Republic of Ireland. Irish law provides that certain conditions and warranties may be implied in contracts for the sale of goods. Such conditions and warranties are hereby excluded, to the extent such exclusion, in the context of this transaction, is lawful under Irish law. Conversely, such conditions and warranties, insofar as they may not be lawfully excluded, shall apply. Accordingly nothing in this Agreement shall prejudice any rights that Licensee may enjoy by virtue of Sections 12, 13, 14 or 15 of the Irish Sale of Goods Act 1893 (as amended). Nothing in this Agreement will be interpreted or construed so as to limit or exclude the rights or obligations of either party (if any) that it is unlawful to limit or exclude under the relevant national laws and, where applicable, the laws of any Member State of the EU that implement relevant European Communities Council Directives. (d) Assignment. Licensee may not assign this Agreement, in whole or in part, by operation of law or otherwise, without Xilinx' prior written consent. Any merger, acquisition, reorganization, change of control, or the like, involving Licensee shall be deemed an assignment in violation of the foregoing. Subject to the foregoing, this Agreement will be for the benefit of Xilinx's successors and assigns, and will be binding on Licensee's permitted assignees. (e) Allocation of Risk. Licensee acknowledges and agrees that each provision of this Agreement that provides for a disclaimer of warranties or an exclusion or limitation of damages represents an express allocation of risk, and is part of the consideration of this Agreement. (f) Waiver; Amendment. No waiver, express or implied, by either party of any right or remedy for any breach by the other party of any provision of this Agreement will be deemed or construed to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself or of any other breach or provision. No waiver of or amendment to this Agreement will be effective unless reduced to writing and executed by authorized representatives of the parties. (g) Severability. If, for any reason, a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, then such provision shall be enforced to the maximum extent permissible to carry out the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. (h) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the use of the Software, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter hereof. No additional terms or modifications proposed by Licensee shall be binding on Xilinx unless expressly agreed to in writing and signed by Xilinx. Any terms or conditions of any Licensee purchase order which are in addition to or inconsistent with the terms of this Agreement are void and of no force or effect whatsoever. 2007.12.12 |
