IMPORTANT – USE OF THIS SOFTWARE IS
SUBJECT TO LICENSE RESTRICTIONS
CAREFULLY READ THIS LICENSE AGREEMENT BEFORE USING THE
SOFTWARE. USE OF
THIS SOFTWARE INDICATES YOUR COMPLETE AND UNCONDITIONAL ACCEPTANCE OF
THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. ANY
ADDITIONAL OR
DIFFERENT PURCHASE ORDER TERMS AND CONDITIONS SHALL NOT APPLY.
| This
is a legal agreement concerning the use of Software (as defined below)
between you, the end user, as an authorized representative of the
company acquiring the license, and Mentor Graphics Corporation and
Mentor Graphics (Ireland) Limited (collectively “Mentor Graphics”).
Except for license agreements related to the subject matter of this
Agreement which are physically signed by you and an authorized
representative of Mentor Graphics, this Agreement and the applicable
quotation contain the parties’ entire understanding related to the
subject matter and supersede all prior or contemporaneous
agreements.
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 five days after receipt of Software and
receive a full refund of any license fee paid. |
1. DEFINITIONS. “Software” means the software provided to you by
Mentor
Graphics with this Agreement and includes: the software that will
be
used for development and/or embedded and distributed in your product
(“Embedded Software”), the software that will be used by you for
building, editing, compiling and debugging your product (“Development
Tools”), and/or software that is configured for application development
on a PC workstation (“Prototyping Tools”), any related printed or
electronic material that Mentor Graphics customarily provides or makes
available with Software (“Documentation”) and any updates,
modifications, revisions, copies, documentation and design data of the
foregoing. These terms shall have the following
meanings: "Executable Code" is a compiled program translated
into
machine code in a format that can be loaded into memory and run by a
certain processor unit; “Object Code” is the linkable code
resulting
from the translation, processing, or compiling of Source Code by a
computer into machine language or intermediate code and which is
suitable for interpretation by a computer; and “Source Code” is
the
form in which the program logic is readily understandable by a human
being.
2. COPYRIGHT, TRADE SECRET AND CONFIDENTIAL
INFORMATION. The Software you are installing, downloading, or have
received with this Agreement is copyrighted, trade secret, proprietary
and confidential information of Mentor Graphics or its
licensors. You
shall take appropriate action to protect these rights as applicable and
ensure that any person permitted access to Software does not disclose
it or use it except as permitted by this Agreement. Mentor Graphics and
its licensors maintain exclusive title, including intellectual property
rights, to all Software and any modifications to Software made by you
and retain all rights not expressly granted by this
Agreement. Your
rights to use modifications you have made to Embedded Software shall be
in accordance with Section 3.
3. GRANT OF LICENSES. Subject
to the payment of appropriate license fees, Mentor Graphics grants to
you a nonexclusive and nontransferable license to use Embedded Software
solely: (a) within a specified product or product-line that is
solely
developed, branded, and manufactured by you with no further product
development required (“Your Product”); (b) at a specified
development
location where Embedded Software is licensed to be used; (c) for a
specific microprocessor version (“Processor Unit”), as specifically set
forth and described below and in the applicable quotation and purchase
order; and (d) within the United States. If you have paid
appropriate
license fees for use of a Prototyping Tool or Development Tool, Mentor
Graphics grants to you a non-exclusive and nontransferable license to
use the Prototyping Tools or Development Tools on the specified number
of computer work stations and subject to the restrictions set forth in
the applicable quotation and purchase order. The limited licenses
granted under this Agreement shall continue until terminated in
accordance with Section 6 below. Mentor Graphics does NOT grant
you any
right to sublicense or use Software beyond the scope of this section
without first signing a separate agreement with Mentor Graphics for
such purpose.
3.1 Right to Develop. If you have paid the
appropriate license fees for a Development License for Embedded
Software as identified in the applicable quotation, you may study,
refer to, modify, compile, assemble and convert the applicable Source
Code form of Embedded Software into Object Code and/or Executable Code
form.
3.2 Right to Incorporate. If you have paid the
appropriate license fees for a Production License for Embedded Software
as identified in the quotation, in addition to the rights granted under
Section 3.1, you are also granted the nonexclusive right to incorporate
or embed an Executable Code version of the Embedded Software into
unlimited copies of Your Product and distribute Your Product to
end-users.
4. RESTRICTIONS ON USE / PROTECTION AND SECURITY OF
SOFTWARE. You may copy Software only as reasonably necessary to
support
an authorized use. You will include on each copy all notices and
legends embedded in Software and affixed to its medium and container as
received from Mentor Graphics. All copies of Software shall remain
the
property of Mentor Graphics or its licensors. You shall maintain a
record of the number and location of all copies of Software, including
Software or copies that have been merged with other software, but
excluding copies that have been distributed to end-users in Your
Product, and will make those records available to Mentor Graphics upon
request. You shall not make Software available in any form to any
person other than your employees or on-site contractors who are not
competitors, whose job performance requires such access and who are
under obligations of confidentiality. You acknowledge that the Software
provided hereunder may be in Source Code form which is proprietary and
its confidentiality is of the highest importance and value to Mentor
Graphics. You shall take appropriate action to protect the
confidentiality and secrecy of Software and acknowledge that Mentor
Graphics will be seriously harmed, with resulting substantial damages,
if Software, including in Source Code form, is disclosed in any manner
not provided for in this Agreement without Mentor Graphics’ prior
written consent. Except as embedded in Executable Code in Your Product
and distributed in the ordinary course of business, in no event shall
you provide Software to Mentor Graphics' competitors. Except as
otherwise permitted for purposes of interoperability as specified by
applicable and mandatory local law, you shall not reverse assemble,
reverse compile, or otherwise reverse engineer Software in Object Code
or Executable Code, in whole or in part. You may not sublicense, assign
or otherwise transfer Software, this Agreement or the rights under it,
whether by operation of law or otherwise (“attempted transfer”),
without Mentor Graphics’ prior written consent and payment of Mentor
Graphics’ then-current applicable transfer charges. Any attempted
transfer without Mentor Graphics’ prior written consent shall be a
material breach of this Agreement and may, at Mentor Graphics’ option,
result in the immediate termination of the Agreement and licenses
granted under this Agreement. The provisions of this Section 4 shall
survive termination of this Agreement.
5. AUDIT RIGHTS. You
will monitor access to, location and use of Software. With reasonable
prior notice and during your normal business hours, Mentor Graphics
shall have the right to audit such software monitoring system and all
records as may contain information regarding your compliance with the
terms of this Agreement. Mentor Graphics shall treat as confidential
all information gained as a result of any audit and shall only use or
disclose such information as required by law or as necessary to enforce
its rights under this Agreement. The provisions of this Section 5 shall
survive termination of this Agreement.
6. TERMINATION AND
EFFECT OF TERMINATION. This Agreement and the licenses granted
under
this Agreement will terminate, and you will discontinue use and
distribution of Software if you: (a) file a bankruptcy petition or
enter into an agreement to assign your assets for the benefit of
creditors; or (b) violate or fail to perform any of your obligations
(including payment of any invoiced amount) under this Agreement and
such violation or failure is not cured within 30 days after written
notice of such failure or violation. Upon termination, you will
immediately discontinue use and distribution of Software, and either
return all Software and related documentation or erase or destroy all
copies of Software in your possession and certify in writing to Mentor
Graphics within three days of the termination date, that you no longer
possess any copies of Software in any form.
7. LIMITED WARRANTY.
7.1 During the warranty period, Mentor Graphics
warrants that
Software, when properly installed, will substantially conform to the
functional specifications set forth in the applicable Documentation and
that any media provided will be free from defects in material and
workmanship. 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 date
of
delivery. 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 improper installation. In addition, all third party software is
subject to the manufacturer’s original warranty as described in the
manufacturer’s license agreement, and is not included in this warranty.
7.2 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 CONFORM TO THIS
LIMITED WARRANTY, PROVIDED YOU HAVE OTHERWISE COMPLIED WITH THIS
AGREEMENT. MENTOR GRAPHICS MAKES NO WARRANTIES WITH RESPECT TO:
(i) SERVICES; OR (ii) SOFTWARE WHICH IS LICENSED TO YOU AT NO
COST; OR
(iii) ANY MODIFICATIONS MADE TO SOFTWARE BY YOU; ALL OF WHICH ARE
PROVIDED “AS IS.”
7.3 THE WARRANTIES SET FORTH IN THIS
SECTION 7 ARE EXCLUSIVE AND APPLY SOLELY TO YOU. THIS WARRANTY
DOES NOT
APPLY TO ANY END-USER. NEITHER MENTOR GRAPHICS NOR ITS LICENSORS
MAKE
ANY OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO
Software OR OTHER MATERIAL PROVIDED UNDER THIS AGREEMENT. MENTOR
GRAPHICS AND ITS LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NONINFRINGEMENT OF INTELLECTUAL PROPERTY.
8. SUPPORT AND
MAINTENANCE. Mentor Graphics’ standard support policies and programs
for Software, which vary depending on the support plan purchased, may
include: bug fixes, eligibility to receive telephone support,
updates,
modifications, and revisions. Current standard policies and
programs
are available upon request.
9. 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. THE PROVISIONS OF THIS
SECTION 9
SHALL SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
10. LIFE ENDANGERING APPLICATIONS. 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. THE PROVISIONS OF THIS SECTION 10 SHALL SURVIVE
TERMINATION OR
EXPIRATION OF THIS AGREEMENT.
11. INDEMNIFICATION. 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 USE OF SOFTWARE
AS DESCRIBED IN SECTION 10. THE PROVISIONS OF THIS SECTION 11
SHALL
SURVIVE TERMINATION OR EXPIRATION OF THIS AGREEMENT.
12. PATENT AND COPYRIGHT INFRINGEMENT.
12.1 Mentor Graphics will defend or settle, at its option
and
expense, any action brought against you alleging that Software
infringes a patent or copyright or misappropriates a trade secret in
the United States, Canada, Japan, or member state of the European
Patent Office. Mentor Graphics will pay costs and damages finally
awarded against you that are attributable to the infringement action.
You understand and agree that as conditions to Mentor Graphics’
obligations under this section, you must: (a) notify Mentor
Graphics
promptly in writing of the action; (b) provide Mentor Graphics all
reasonable information and assistance to settle or defend the action;
and (c) grant Mentor Graphics sole authority and control of the defense
or settlement of the action.
12.2 If an infringement claim
is made, Mentor Graphics may at its option and expense
either: (a) replace or modify the Software so that it becomes
noninfringing; or (b) procure for you the right to continue using the
Software and, if applicable, sublicensing the Software. If in
Mentor
Graphics’ sole opinion neither of the foregoing alternatives is
financially practicable or otherwise reasonably available, Mentor
Graphics may terminate this Agreement, require the return of the
Software and, as applicable, the sublicensed Software, and refund to
you the applicable license fees, less a reasonable allowance for use.
12.3 Mentor Graphics shall have no liability if the alleged
infringement is based upon: (a) the combination of the Software
with
any product not furnished by Mentor Graphics to you; (b) the
modification of the Software other than by Mentor Graphics or at the
direction of 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) any SNMP Research software (SNMPv1/v2/v3)
provided under this Agreement; (f) any product designed or marketed by
you or any of your end-users; (g) any Software provided by Mentor
Graphics’ licensors who do not provide such indemnification to Mentor
Graphics’ customers; or (h) infringement by you that is deemed
willful. In the case of (h) you shall reimburse Mentor Graphics
for its
attorney fees and other costs related to the action upon a final
judgment.
12.4 You shall indemnify and hold harmless Mentor
Graphics and its licensors, against any damages, costs and fees,
including reasonable attorney fees, arising out of or relating to any
claims or threatened claims: (a) that Software is used by you or
your
end-users in connection with any illegal activity; (b) based on
misrepresentations made by you; or (c) to the extent liability arises
from your specifications or requirements.
12.5 This Section
12 IS SUBJECT TO SECTION 9 ABOVE AND states MENTOR GRAPHICS’ and its
licensors’ entire liability and YOUR sole and exclusive remedy with
respect to any alleged patent or copyright infringement OR TRADE SECRET
MISAPPROPRIATION by ANY Software LICENSED UNDER THIS AGREEMENT.
13. 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 any Software or direct product of Software in
any manner without first obtaining all necessary approval from
appropriate local and United States government agencies.
14. RESTRICTED RIGHTS NOTICE. Software was developed entirely
at
private expense and is commercial computer software provided with
RESTRICTED RIGHTS. Use, duplication or disclosure by a U.S.
Government
entity 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, at
8005 SW Boeckman Road, Wilsonville, OR 97070 USA.
15. CONTROLLING LAW. This Agreement shall be governed by and
construed
under the laws of the State of Oregon, USA, EXCLUDING CHOICE OF LAW
RULES. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL
SALE OF GOODS DOES NOT APPLY TO THIS AGREEMENT.
16. SEVERABILITY. If any provision of this Agreement is held
by a court
of competent jurisdiction to be invalid, unenforceable, or illegal,
such provision shall be severed from this Agreement and the remaining
provisions will remain in full force and effect.
17. PAYMENT
TERMS AND MISCELLANEOUS. You will pay amounts invoiced, in the currency
specified on the applicable invoice, within 30 days of such
invoice. This Agreement contains the parties' entire understanding
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) either referenced in
the purchase order or otherwise governing this subject matter. Software
may be provided with other code or software distributed under a third
party license agreement which shall be subject to the terms and
conditions of such third party license agreement. This Agreement may
only be modified in writing by authorized representatives of the
parties. Waiver of terms or excuse of breach must be in writing and
shall not constitute subsequent consent, waiver or excuse.
Rev. No. 20060511 P/N ______