ModelSim Xilinx Edition III License Agreement

SOFTWARE LICENSE AGREEMENT

This license is a legal “Agreement” concerning the use of Software between you, the end user, either individually or as an authorized representative of the company purchasing the license, and Mentor Graphics Corporation, Mentor Graphics (Ireland) Limited, Mentor Graphics (Singapore) Private Limited, and their majority-owned subsidiaries (“Mentor Graphics”). USE OF SOFTWARE INDICATES YOUR COMPLETE AND UNCONDITIONAL ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. If you do not agree to these terms and conditions, promptly return or, if received electronically, certify destruction of Software and all accompanying items within 10 days after receipt of Software and receive a full refund of any license fee paid.

END USER LICENSE AGREEMENT

1. GRANT OF LICENSE. The software programs you are installing, downloading, or have acquired with this Agreement, including any updates, modifications, revisions, copies, and documentation (“Software”) are copyrighted, trade secret and confidential information of Mentor Graphics or its licensors who maintain exclusive title to all Software and retain all rights not expressly granted by this Agreement. Mentor Graphics or its authorized distributor grants to you, subject to payment of appropriate license fees, a nontransferable, nonexclusive license to use Software solely: (a) in machine-readable, object-code form; (b) for your internal business purposes; and (c) on the computer hardware or at the site for which an applicable license fee is paid, or as authorized by Mentor Graphics. A site is restricted to a one-half mile (800 meter) radius. Mentor Graphics’ then-current standard policies, which vary depending on Software, license fees paid or service plan purchased, apply to the following and are subject to change: (a) relocation of Software; (b) use of Software, which may be limited, for example, to execution of a single session by a single user on the authorized hardware or for a restricted period of time (such limitations may be communicated and technically implemented through the use of authorization codes or similar devices); (c) eligibility to receive updates, modifications, and revisions; and (d) support services provided. Current standard policies are available upon request.

2. ESD SOFTWARE. If you purchased a license to use embedded software development (“ESD”) Software, Mentor Graphics or its authorized distributor grants to you a nontransferable, nonexclusive license to reproduce and distribute executable files created using ESD compilers, including the ESD run-time libraries distributed with ESD C and C++ compiler Software that are linked into a composite program as an integral part of your compiled computer program, provided that you distribute these files only in conjunction with your compiled computer program. Mentor Graphics does NOT grant you any right to duplicate or incorporate copies of Mentor Graphics' real-time operating systems or other ESD Software, except those explicitly granted in this section, into your products without first signing a separate agreement with Mentor Graphics for such purpose.

3. BETA CODE.
3.1 Portions or all of certain Software may contain code for experimental testing and evaluation (“Beta Code”), which may not be used without Mentor Graphics’ explicit authorization. Upon Mentor Graphics’ authorization, Mentor Graphics grants to you a temporary, nontransferable, nonexclusive license for experimental use to test and evaluate the Beta Code without charge for a limited period of time specified by Mentor Graphics. This grant and your use of the Beta Code shall not be construed as marketing or offering to sell a license to the Beta Code, which Mentor Graphics may choose not to release commercially in any form.
3.2 If Mentor Graphics authorizes you to use the Beta Code, you agree to evaluate and test the Beta Code under normal conditions as directed by Mentor Graphics. You will contact Mentor Graphics periodically during your use of the Beta Code to discuss any malfunctions or suggested improvements. Upon completion of your evaluation and testing, you will send to Mentor Graphics a written evaluation of the Beta Code, including its strengths, weaknesses and recommended improvements.
3.3 You agree that any written evaluations and all inventions, product improvements, modifications or developments that Mentor Graphics conceives or makes during or subsequent to this Agreement, including those based partly or wholly on your feedback, will be the exclusive property of Mentor Graphics. Mentor Graphics will have exclusive rights, title and interest in all such property. The provisions of this subsection shall survive termination or expiration of this Agreement.

4. RESTRICTIONS ON USE. You may copy Software only as reasonably necessary to support the authorized use. Each copy must include all notices and legends embedded in Software and affixed to its medium and container as received from Mentor Graphics. All copies shall remain the property of Mentor Graphics or its licensors. You shall maintain a record of the number and primary location of all copies of Software, including copies merged with other software, and shall make those records available to Mentor Graphics upon request. You shall not make Software available in any form to any person other than your employer's employees and contractors, excluding Mentor Graphics' competitors, whose job performance requires access. You shall take appropriate action to protect the confidentiality of Software and ensure that any person permitted access to Software does not disclose it or use it except as permitted by this Agreement. Except as otherwise permitted for purposes of interoperability as specified by the European Union Software Directive or local law, you shall not reverse-assemble, reverse-compile, reverse-engineer or in any way derive from Software any source code. You may not sublicense, assign or otherwise transfer Software, this Agreement or the rights under it without Mentor Graphics’ prior written consent. The provisions of this section shall survive the termination or expiration of this Agreement.

5. LIMITED WARRANTY.
5.1 Mentor Graphics warrants that during the warranty period Software, when properly installed, will substantially conform to the functional specifications set forth in the applicable user manual. Mentor Graphics does not warrant that Software will meet your requirements or that operation of Software will be uninterrupted or error free. The warranty period is 90 days starting on the 15th day after delivery or upon installation, whichever first occurs. You must notify Mentor Graphics in writing of any nonconformity within the warranty period. This warranty shall not be valid if Software has been subject to misuse, unauthorized modification or installation. MENTOR GRAPHICS' ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY SHALL BE, AT MENTOR GRAPHICS' OPTION, EITHER (A) REFUND OF THE PRICE PAID UPON RETURN OF SOFTWARE TO MENTOR GRAPHICS OR (B) MODIFICATION OR REPLACEMENT OF SOFTWARE THAT DOES NOT MEET THIS LIMITED WARRANTY, PROVIDED YOU HAVE OTHERWISE COMPLIED WITH THIS AGREEMENT. MENTOR GRAPHICS MAKES NO WARRANTIES WITH RESPECT TO: (A) SERVICES; (B) SOFTWARE WHICH IS LOANED TO YOU FOR A LIMITED TERM OR AT NO COST; OR (C) EXPERIMENTAL BETA CODE; ALL OF WHICH ARE PROVIDED “AS IS.”
5.2 THE WARRANTIES SET FORTH IN THIS SECTION 5 ARE EXCLUSIVE. NEITHER MENTOR GRAPHICS NOR ITS LICENSORS MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SOFTWARE OR OTHER MATERIAL PROVIDED UNDER THIS AGREEMENT. MENTOR GRAPHICS AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6. LIMITATION OF LIABILITY. EXCEPT WHERE THIS EXCLUSION OR RESTRICTION OF LIABILITY WOULD BE VOID OR INEFFECTIVE UNDER APPLICABLE STATUTE OR REGULATION, IN NO EVENT SHALL MENTOR GRAPHICS OR ITS LICENSORS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR SAVINGS) WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF MENTOR GRAPHICS OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL MENTOR GRAPHICS' OR ITS LICENSORS' LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE OR SERVICE GIVING RISE TO THE CLAIM.IN THE CASE WHERE NO AMOUNT WAS PAID, MENTOR GRAPHICS AND ITS LICENSORS SHALL HAVE NO LIABILITY FOR ANY DAMAGES WHATSOEVER.

7. LIFE ENDANGERING ACTIVITIES. NEITHER MENTOR GRAPHICS NOR ITS LICENSORS SHALL BE LIABLE FOR ANY DAMAGES RESULTING FROM OR IN CONNECTION WITH THE USE OF SOFTWARE IN ANY APPLICATION WHERE THE FAILURE OR INACCURACY OF THE SOFTWARE MIGHT RESULT IN DEATH OR PERSONAL INJURY. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS MENTOR GRAPHICS AND ITS LICENSORS FROM ANY CLAIMS, LOSS, COST, DAMAGE, EXPENSE, OR LIABILITY, INCLUDING ATTORNEYS' FEES, ARISING OUT OF OR IN CONNECTION WITH SUCH USE.

8. INFRINGEMENT.
8.1 Mentor Graphics will defend or settle, at its option and expense, any action brought against you alleging that Software infringes a patent or copyright in the United States, Canada, Japan, Switzerland, Norway, Israel, Egypt, or the European Union. Mentor Graphics will pay any costs and damages finally awarded against you that are attributable to the claim, provided that you: (a) notify Mentor Graphics promptly in writing of the action; (b) provide Mentor Graphics all reasonable information and assistance to settle or defend the claim; and (c) grant Mentor Graphics sole authority and control of the defense or settlement of the claim.
8.2 If an infringement claim is made, Mentor Graphics may, at its option and expense, either (a) replace or modify Software so that it becomes noninfringing, or (b) procure for you the right to continue using Software. If Mentor Graphics determines that neither of those alternatives is financially practical or otherwise reasonably available, Mentor Graphics may require the return of Software and refund to you any license fee paid, less a reasonable allowance for use.
8.3 Mentor Graphics has no liability to you if the alleged infringement is based upon: (a) the combination of Software with any product not furnished by Mentor Graphics; (b) the modification of Software other than by Mentor Graphics; (c) the use of other than a current unaltered release of Software; (d) the use of Software as part of an infringing process; (e) a product that you design or market; (f) any Beta Code contained in Software; or (g) any Software provided by Mentor Graphics’ licensors which do not provide such indemnification to Mentor Graphics’ customers.
8.4 THIS SECTION 8 STATES THE ENTIRE LIABILITY OF MENTOR GRAPHICS AND ITS LICENSORS AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY ALLEGED PATENT OR COPYRIGHT INFRINGEMENT BY ANY SOFTWARE LICENSED UNDER THIS AGREEMENT.

9. TERM. This Agreement remains effective until expiration or termination. This Agreement will automatically terminate if you fail to comply with any term or condition of this Agreement or if you fail to pay for the license when due and such failure to pay continues for a period of 30 days after written notice from Mentor Graphics. If Software was provided for limited term use, this Agreement will automatically expire at the end of the authorized term. Upon any termination or expiration, you agree to cease all use of Software and return it to Mentor Graphics or certify deletion and destruction of Software, including all copies, to Mentor Graphics’ reasonable satisfaction.

10. EXPORT. Software is subject to regulation by local laws and United States government agencies, which prohibit export or diversion of certain products, information about the products, and direct products of the products to certain countries and certain persons. You agree that you will not export in any manner any Software or direct product of Software, without first obtaining all necessary approval from appropriate local and United States government agencies.

11. RESTRICTED RIGHTS NOTICE. Software has been developed entirely at private expense and is commercial computer software provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the U.S. Government or a U.S. Government subcontractor is subject to the restrictions set forth in the license agreement under which Software was obtained pursuant to DFARS 227.7202-3(a) or as set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19, as applicable. Contractor/manufacturer is Mentor Graphics Corporation, 8005 Boeckman Road, Wilsonville, Oregon 97070-7777 USA.

12. THIRD PARTY BENEFICIARY. For any Software under this Agreement licensed by Mentor Graphics from Microsoft or other licensors, Microsoft or the applicable licensor is a third party beneficiary of this Agreement with the right to enforce the obligations set forth in this Agreement.

13. CONTROLLING LAW. This Agreement shall be governed by and construed under the laws of Ireland if the Software is licensed for use in Israel, Egypt, Switzerland, Norway, South Africa, or the European Union, the laws of Japan if the Software is licensed for use in Japan, the laws of Singapore if the Software is licensed for use in Singapore, People’s Republic of China, Republic of China, India, or Korea, and the laws of the state of Oregon if the Software is licensed for use in the United States of America, Canada, Mexico, South America or anywhere else worldwide not provided for in this section.

14. SEVERABILITY. If any provision of this Agreement is held by a court of competent jurisdiction to be void, invalid, unenforceable or illegal, such provision shall be severed from this Agreement and the remaining provisions will remain in full force and effect.

15. MISCELLANEOUS. This Agreement contains the entire understanding between the parties relating to its subject matter and supersedes all prior or contemporaneous agreements, including but not limited to any purchase order terms and conditions, except valid license agreements related to the subject matter of this Agreement which are physically signed by you and an authorized agent of Mentor Graphics. This Agreement may only be modified by a physically signed writing between you and an authorized agent of Mentor Graphics. Waiver of terms or excuse of breach must be in writing and shall not constitute subsequent consent, waiver or excuse. The prevailing party in any legal action regarding the subject matter of this Agreement shall be entitled to recover, in addition to other relief, reasonable attorneys' fees and expenses. Mentor Graphics End User License Agreement (Rev. 03/00).