SOFTWARE LICENSE AGREEEMENT ACCELDSP SYNTHESIS TOOL and ACCELWARE DSP IP TOOLKITS THIS XILINX SOFTWARE IS LICENSED TO YOU UNDER THE FOLLOWING SPECIFIC TERMS AND CONDITIONS. BEFORE USING THIS SOFTWARE, CAREFULLY READ THE TERMS AND CONDITIONS. BY OPENING THE PACKAGE, CLICKING THE ACCEPT BUTTON, OR USING THE SOFTWARE, AS APPLICABLE, YOU INDICATE THAT YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE, DO NOT USE THE SOFTWARE. IF YOU HAVE ALREADY PURCHASED THE SOFTWARE, PROMPTLY RETURN THE SOFTWARE TO THE PLACE WHERE YOU OBTAINED IT AND YOUR MONEY WILL BE REFUNDED. IF YOU HAVE OBTAINED THIS SOFTWARE AS AN UPDATE, THE TERMS OF THIS LICENSE WILL GOVERN YOUR USE OF THE SOFTWARE WITH THE EXCEPTION OF THE ONE-YEAR LICENSE GRANT IN SECTION 1(a) BELOW WHICH SHALL REMAIN EFFECTIVE AS OF THE DATE OF YOUR ORIGINAL PURCHASE OR THE MOST RECENT ANNUAL RENEWAL THEREOF. IF YOU ARE A QUALIFIED UNIVERSITY USER, YOU MAY OBTAIN AN EXTENSION OF THIS LICENSE BY REGISTERING WITH THE XILINX UNIVERSITY PROGRAM. 1. License and Ownership Rights (a) XILINX License. The AccelDSP synthesis tool, the AccelWare DSP IP toolkits, and any updates, upgrades and/or associated documentation thereto, (collectively, the Software ) contains copyrighted material, trade secrets, and other proprietary information (collectively, Intellectual Property ) owned by XILINX, Inc. ( XILINX ) and its third-party licensors. With respect to the Intellectual Property in the Software that is owned by XILINX, XILINX hereby grants you a personal, nonexclusive, revocable license for a period of one (1) year from the date of purchase or annual renewal thereof to use the Software solely for your use in developing designs for XILINX programmable logic devices. (b) Third-Party License. With respect to the Intellectual Property in the Software that is owned by third-party licensors and to which XILINX has distribution rights, XILINX hereby grants you a nonexclusive and perpetual license thereto. To the extent that XILINX does not have the right to grant you a perpetual license, you are hereby granted a personal, nonexclusive, revocable license to use the Software for a period of one (1) year from your date of activation of the Software. This Section 1(b) shall survive the expiration or earlier termination of this Agreement except for your failure to comply with any of the terms and conditions of this License. (c) Restrictions. No right is granted hereunder to use the Software to program or develop designs for non-xilinx devices. In no event may you resell, distribute, or sublicense RTL or derivative RTL generated from the Software. (d) Ownership. XILINX and its third-party licensors own and retain title to the Software and to any patents, copyrights, trade secrets and other intellectual property rights therein and all
copies you make of it. Except as expressly provided in this Section 1, no right, title or other interest in or to the Software is transferred to you. 2. Registration; License Types and Limitations. Prior to using the Software, you must register with XILINX and pay the applicable license fees. You may request either (i) a node-locked license for a single user to access the Software on a designated computer, or (ii) a floating license for a one simultaneous user located at a single designated campus to access the Software on a single network server. The floating license is site-specific and the network server may not be accessed by anyone more than one (1) kilometer from the installation site other than employees based at the designated campus facility for purposes of remote access for travel or telecommuting. 3. Activation Keys. You shall specify the computer and/or network server on which the Software will be used and apply for an activation key. Upon issuance by XILINX of an activation key, you may, depending upon the license type set forth in the electronic registration form, install one copy of the Software on the designated computer or network server to allow a single user at a time to use the Software as installed at a single designated campus facility. XILINX may, in its sole discretion, provide additional activation keys if reinstallation is necessary; provided, however, that the provision of additional activation keys shall not be construed as expanding the number or scope of the licenses granted herein. In no event shall the number of installations of the Software exceed the number of activation keys that you have purchased hereunder. The electronic registration form shall identify the applicable licensing arrangements that apply. 4. License Fees. The license fees will be as stated in the applicable purchase order accepted in writing by XILINX. The license fees shall be valid for the one-year term of this License as set forth in Section 7 below. All license fees shall be payable NET 30 from date of invoice. 5. Transferability. You may transfer the Software, including any backup copy of the Software you may have made, the related documentation, and a copy of this License to another user only with the prior written consent of XILINX, provided (i) the subsequent user reads and agrees to accept the terms and conditions of this License and registers with XILINX, and (ii) you retain no copies of the Software yourself. 6. Restrictions. The Software contains copyrighted material, trade secrets, and other proprietary information. In order to protect them you may not decompile, translate, reverseengineer, disassemble, or otherwise reduce the Software to a human-perceivable form. You agree, for any purpose, not to transmit the Software or display the Software in object code form on any computer screen or to make any hard copy memory dumps of the object code of the Software. You may not modify or prepare derivative works of the Software in whole or in part. You may not make any copies of the Software, except to the extent necessary to be used on separate nonsimultaneous computers as permitted herein, and one copy of the Software in machine-readable form solely for backup purposes. 7. Term; Termination. This License shall be effective for a period of one (1) year from the date of your activation of the Software. Eligibility for support, updates and upgrades, if any, shall be limited to this term. If you desire to renew this License, you must contact XILINX or its authorized sales representatives and/or distributors to determine the additional fees, terms and conditions that may be applicable to a renewal of the License. You may terminate this License at any time by destroying the Software and all copies thereof. This License will terminate immediately without notice from XILINX if you fail to comply with any of the terms and conditions of this License. Upon termination, you must destroy the Software and all copies
thereof, provided that you may retain one copy of the Software for modifying and debugging any designs created during the term of the License. The terms and conditions of Sections 1(b), 1(d), 6, 8, 10, 11, 13.2, 14, and 15 shall survive notwithstanding the expiration or earlier termination of this License. 8. Nondisclosure. Except as otherwise expressly permitted in this License, you will hold in confidence the Software and all other proprietary and confidential information received hereunder from XILINX. You agree that the Software furnished hereunder will be treated as proprietary trade secrets of XILINX, and will not make the Software available in any form to any person other than to your employees and to contractors located on its premises with a need to know subject to restrictions no less stringent than those contained herein. You represent to XILINX that it maintains a system of confidentiality consistent with semiconductor industry standards to protect its own confidential business information, including written agreements with employees, and that the Software will be protected by such a system to the same extent. You may not publish or disclose the results of any benchmarking of the Software, or use such results for competing software development activities, without the prior written permission of XILINX. 9. Governmental Use. If the Software is being acquired by the U.S. Government, the Software is comprised of commercial computer software and commercial computer software documentation developed exclusively at private expense, and (i) if acquired by or on behalf of a civilian agency, shall be subject to the terms of this computer software license as specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successors; or (ii) if acquired by or on behalf of units of the Department of Defense ( DoD ) shall be subject to the terms of this commercial computer software license as specified in 48 C.F.R. 227.7202, DoD FAR Supplement and its successors. Manufacturer is Xilinx, Inc., 2100 Logic Drive, San Jose, CA 95124. 10. Export Restriction. You agree to obey all applicable export laws and regulations, including those administered by the U.S. Department of Commerce (U.S. Export Administration Regulations 15 CFR 730 et seq.), and shall not export, reexport, resell, transfer, or disclose, directly or indirectly, any Software, or the direct product thereof, to any proscribed person, entity, or country, or foreign national thereof, unless properly authorized by the U.S. government. 11. Third-Party Beneficiaries. You understand that portions of the Software and related documentation have been licensed to XILINX from third parties and that such third parties are intended third-party beneficiaries of the terms of this License. 12. Interoperability. If you acquired the Software in the European Union (EU), even if you believe you require information related to the interoperability of the Software with other programs, you shall not decompile or disassemble the Software to obtain such information, and you agree to request such information from XILINX at the address listed above. Upon receiving such a request, XILINX shall determine whether you require such information for a legitimate purpose and, if so, XILINX will provide such information to you within a reasonable time and on reasonable conditions. 13. Limited Warranty and Disclaimer. 13.1 XILINX warrants that, for a period of ninety (90) days from the date of delivery to you of the Software as evidenced by a copy of your receipt, the media on which the Software is furnished will, under normal use, be free from defects in material and workmanship.
13.2 Subject to applicable laws: (1) The entire liability of XILINX and its licensors to you, and your exclusive remedy under this 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 purchase price paid and terminate this License; (2) EXCEPT FOR THE ABOVE EXPRESS LIMITED WARRANTY, THE SOFTWARE IS PROVIDED TO YOU AS IS; (3) XILINX AND ITS LICENSORS MAKE AND YOU RECEIVE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND XILINX AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. XILINX does not warrant that the functions contained in the Software will meet your 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. 14. LIMITATION OF LIABILITY. SUBJECT TO APPLICABLE LAWS: (1) IN NO EVENT WILL XILINX OR ITS LICENSORS BE LIABLE FOR ANY LOSS OF DATA, LOST PROFITS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING FROM THE USE OR OPERATION OF THE SOFTWARE OR ACCOMPANYING DOCUMENTATION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY; (2) THIS LIMITATION WILL APPLY EVEN IF XILINX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; (3) THIS LIMITATION SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES HEREIN. THE LIMITATIONS OF REMEDIES AND DAMAGES IN THIS SOFTWARE LICENSE SHALL NOT APPLY TO PERSONAL INJURY (INCLUDING DEATH) TO ANY PERSON CAUSED BY XILINX'S NEGLIGENCE AND ARE SUBJECT TO THE PROVISION SET OUT BELOW UNDER THE HEADING GOVERNING LAW. 15. Governing Law. This License shall be governed by the laws of the State of California, without reference to conflict of laws principles, provided that if the Software is acquired in the EU, this License shall be governed by the laws of the Republic of Ireland. The local language version of this License shall apply to Software acquired in the EU. Irish law provides that certain conditions and warranties may be implied in contracts for the sale of goods and in contracts for the supply of services. 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 License shall prejudice any rights that you 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) which it is unlawful to limit or exclude under the relevant national laws and, where applicable, the laws of any Member State of the EU which implement relevant European Communities Council Directives. Nothing in this Agreement will be interpreted or construed so as to limit or exclude the rights or obligations of either party (if any) which it is unlawful to limit or exclude under the relevant national laws and, where applicable, the laws of any Member State of the EU which implement relevant European Communities Council Directives. 16. General. If for any reason a court of competent jurisdiction finds any provision of this License, or portion thereof, to be unenforceable, that provision of the License shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this License shall continue in full force and effect. This License constitutes the entire agreement
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