Synopsys, Inc. SaaS VP Education License Agreement
PLEASE READ THIS LICENSE CAREFULLY BEFORE USING OR ACCESSING THE SYNOPSYS LICENSED SOFTWARE ("LICENSED SOFTWARE"). BY USING THE LICENSED SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. THIS SOFTWARE LICENSE AGREEMENT ("Agreement") IS BETWEEN THE PERSON OR ENTITY USING THE LICENSED SOFTWARE ("Licensee") AND SYNOPSYS, INC, ("Synopsys"):
- BINDING CONTRACT. Licensee represents that Licensee is of legal age to form a binding contract and is not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. In order to access the Licensed Software, Licensee may be required to provide current, accurate identification, contact and other information as part of the registration process and/or continued use of the Licensed Software.
- LICENSE TO USE. Synopsys grants Licensee a non-exclusive and non-transferable license to use for educational purposes only, the object code computer software, any accompanying documentation, and any error corrections provided by Synopsys (collectively the "Licensed Software"), up to the number of users and the class of computer hardware for which the corresponding fee (if any) has been paid. As the Licensed Software is being provided for only for educational purposes, Licensee may not use the Licensed Software for commercial or production use. Licensee may further not use the Licensed Software for software development or evaluation of Synopsys technology for competitive purposes.
- RESTRICTIONS. The Licensed Software is confidential and copyrighted. Title to the Licensed Software and all associated intellectual property rights is retained by Synopsys and/or its licensors. Licensee shall not: (i) modify, decompile or reverse engineer all or any portion of the Licensed Software; (ii) distribute, disclose, market, rent, lease or transfer the Licensed Software to any third party or use the Licensed Software in any service bureau arrangement; (iii) disclose the results of Licensed Software performance benchmarks to any third party without Synopsys's prior written consent; or (iv) use the Licensed Software for production or commercial purposes. No right, title or interest in or to any trademark, service mark, logo or trade name of Synopsys or its licensors is granted under this Agreement.
- NO WARRANTY. The Licensed Software is provided "AS IS," without any warranty of any kind. NO WARRANTY, CONDITION, UNDERTAKING OR TERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO CONDITION, QUALITY, PERFORMANCE, INTELLECTUAL PROPERTY INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR PURPOSE OF THE LICENSED SOFTWARE IS GIVEN OR ASSUMED BY SYNOPSYS. LICENSEE ACKNOWLEDGES THAT THE LICENSED SOFTWARE MAY CONTAIN ENCODED AUTHORIZATION STRINGS, WHICH WILL CAUSE THE LICENSED SOFTWARE NOT TO OPERATE BEYOND A CERTAIN POINT IN TIME.
- LIMITATION OF LIABILITY. IN NO EVENT WILL SYNOPSYS OR ITS LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE SOFTWARE, EVEN IF SYNOPSYS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will Synopsys's liability, whether in contract, tort (including negligence), or otherwise, exceed the amount paid by Licensee for the Licensed Software under this Agreement. The foregoing limitations will apply even if the above stated warranty fails of its essential purpose.
- TERMINATION. This Agreement is effective until terminated. Licensee may terminate this Agreement at any time by uninstalling or discontinuing use of the Licensed Software and destroying all copies of the Licensed Software. This Agreement will terminate immediately without notice from Synopsys if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must destroy all copies of the Licensed Software. Either party may terminate this Agreement immediately should any of the Licensed Software become, or in either party's opinion be likely to become, the subject of a claim of infringement of any intellectual property right.
- EXPORT REGULATIONS. All Software and technical data delivered under this Agreement are subject to US export control laws and may be subject to export or import regulations in other countries. Licensee agrees to comply strictly with all such laws and regulations and acknowledges that Licensee has the responsibility to obtain such licenses to export, re-export, or import as may be required after delivery to Licensee.
- GOVERNING LAW. Any action related to this Agreement will be governed by California law and controlling U.S. federal law. No choice of law rules of any jurisdiction will apply.
- SEVERABILITY. If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate.
- INTEGRATION. This Agreement is the entire agreement between Licensee and Synopsys relating to its subject matter. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party.