Cloud Services Agreement

2.1        Your License Rights: You will have a nonexclusive, revocable, non-transferable and non-sublicensable right to:

2.1.1     download and install the Synopsys Product Deployed on a BYOC in the BYOC;

2.1.2     use and allow your End Users to use the Synopsys Product Deployed on a BYOC solely for the purpose of creating, modifying, and simulating your own Designs, electronic circuits and devices (to the extent the relevant Synopsys Product Deployed on a BYOC enables you to do so), for your exclusive benefit;

2.1.3     make a reasonable number of copies of the Synopsys Product Deployed on a BYOC solely for backup or archival purposes; and

2.1.4     make a reasonable number of copies of the Documentation for the Synopsys Product Deployed on a BYOC and use the Documentation, solely to support your use of the Synopsys Product Deployed on a BYOC in accordance with this Agreement.

2.2         Configuration Requirements: Your use of the Synopsys Products Deployed on a BYOC is subject to your compliance with the Configuration Requirements set forth in an applicable Cloud Purchase Agreement.

2.3         Your Cloud Provider: You will ensure that you have a binding agreement with your Cloud Provider that protects the Synopsys Product Deployed on a BYOC and Synopsys’ Confidential Information consistent with this Agreement and acknowledges that your Cloud Provider receives no rights to the Synopsys Product Deployed on a BYOC. You are solely responsible and liable for, and Synopsys has no responsibility or liability for: (a) any BYOC, (b) the Synopsys Products and/or Synopsys’ Confidential Information in any BYOC, (c) any data in any BYOC, including Customer Data, and (d) any Synopsys Product Deployed on a  BYOC and Synopsys’ Confidential Information. Synopsys will have no obligation to provide any services, including maintenance or support services, to your Cloud Provider or to you in relation to any issues that arise as a result of your installation or use of any Synopsys Product Deployed on a BYOC.

2.4         Ex-U.S. Customers: If you reside outside the United States, you will ensure that the servers of the BYOC hosting all Synopsys Products Deployed on a BYOC are located outside the United States and that you and your End Users are located outside the United States when you and they use any Synopsys Products Deployed on a BYOC.

3.1         Support: Synopsys may provide the following Support for Synopsys Products, as may be updated from time to time by Synopsys upon notice:

3.1. 1     Support: Synopsys may provide you with access to SolvNet through which online Documentation may be available, and through which access to the Synopsys Support Center is available on Monday through Friday, during Synopsys’ normal business hours, excluding Synopsys’ scheduled holidays. A valid corporate email address is required to access SolvNet and the relevant Documentation.

3.1.2     Updates: With respect to Synopsys Products Deployed on BYOC only, Synopsys will use commercially reasonable efforts to provide certain Updates as they become generally available. Any other upgrades or enhancements to the Synopsys Products may be subject to additional charges.

3.2         Support Terms; Updates to Terms: Access to and use of SolvNet, the Synopsys Support Center and such other Support Services may be subject to additional terms and conditions applicable generally to Synopsys’ Support customers. Synopsys may update its Support terms on 60 days’ prior written notice, provided that these updates are applied generally to its other customers.

3.3        Conditions: In order to receive Support for a Synopsys Product, all of the following conditions must be met:

3.3.1     you must appoint a qualified contact person trained in the use of the Synopsys Product to interface with Synopsys regarding Support, and identify such person to Synopsys in advance;

3.3.2     you must provide Synopsys with access to the information and system facilities reasonably necessary to provide the Support;

3.3.3 you must follow the directions provided by the Synopsys Support Center to resolve technical problems;

3.3.4     you must follow the operating instructions and procedures for the Synopsys Product as specified in the Documentation or provided by Synopsys; and

3.3.5     you must notify Synopsys of any error or other problem in the Synopsys Product using Synopsys’ current problem reporting procedure.

3.4        Exclusions: Synopsys will have no obligation to provide Support for any Synopsys Products that are damaged, modified (by anyone other than Synopsys), incorporated into other software, or installed in any computing environment not supported by Synopsys; or for any version of a Synopsys Product other than the latest and immediately preceding version; or for any problems caused by your negligence, abuse, misuse, or by any causes beyond Synopsys’ reasonable control.

3.5       ViewConnect: If you wish to permit Synopsys to deliver Support through the use of a shared customer desktop, you must download and  install the ViewConnect Tool and related publicly-available, third-party software modules. You are not required to use the ViewConnect Tool, but if you choose to do so, you have the nonexclusive right to use the ViewConnect Tool only to enable Synopsys to remotely access your computer system for the purpose of providing Support. Your rights to the third-party software modules are separately described in their accompanying license terms. The ViewConnect Tool and the third-party software modules are not Synopsys Products nor is their use governed by this Agreement.

5.1     Pay Per Use or Cloud Subscription License: The Synopsys Products Deployed on a SaaS Basis may be available under this Agreement on a Pay Per Use basis or on a Cloud Subscription License basis. You will have a nonexclusive, revocable, non-transferable and non-sublicensable right to use and allow your End Users to use the Synopsys Product Deployed on a SaaS basis solely for the purpose of creating, modifying, and simulating your own Designs, electronic circuits and devices (to the extent the relevant Synopsys Product Deployed on a SaaS enables you to do so), for your exclusive benefit. Your selection of a Cloud Subscription License or a Pay Per Use is final and will result in deductions of Synopsys Cloud Credits from your Synopsys Cloud Credit Account in accordance with Section 10 and the Cloud Purchase Agreement.

5.2     Changes to Synopsys Products Deployed on a SaaS Basis: Synopsys reserves the right to make changes to the features or functionality of any Synopsys Product Deployed on a SaaS Basis at its sole discretion, provided that Synopsys will not materially reduce the features, functionality or security of any Synopsys Product Deployed on a SaaS Basis.

5.3     Infrastructure: You will pay for Your Infrastructure Selection with Synopsys Cloud Credits on either a Cloud Subscription License basis or an approximately hourly basis in accordance with Section 10.3.3. It is your sole responsibility to ensure that Your Infrastructure Selection provides sufficient Infrastructure to complete all Designs and projects you initiate using the Synopsys Products under this Agreement, and to ensure that you have enough Synopsys Cloud Credits in your Synopsys Cloud Credit Account to cover all amounts that you incur and expect to incur under this Agreement with respect to Infrastructure.

5.4     Changing Infrastructure Selection: Any changes you make to Your Infrastructure Selection will be implemented and made available to you in accordance with Synopsys’ cloud service provider’s procedures and timelines.

5.4.1   Reducing or Terminating Your Infrastructure Selection: In the  event you reduce or terminate Your Infrastructure Selection (including if any End User or third party reduces or terminates Your Infrastructure Selection whether inadvertently or not, and whether authorized or not): (a) your ability to use the relevant Infrastructure that has been reduced or terminated will cease; (b) any or all Customer Data that was stored in the relevant storage volume(s) that have been reduced or terminated will be deleted; and (c) you will be deemed to have forfeited the Synopsys Cloud Credits that were deducted from your Synopsys Cloud Credit Account for Your Infrastructure Selection. You will be solely responsible for backing up or downloading the relevant Customer Data before you reduce or terminate Your Infrastructure Selection, and paying any amounts owed for performing such back up or download. Synopsys will have no liability for any damages or losses that you may incur or suffer in connection with any reduction or termination of Your Infrastructure Selection, including for any data loss, lost Designs, interruption of any jobs, projects or processes, loss of functionality in the Synopsys Product Deployed on a SaaS Basis or any increase of time to run or complete any jobs, projects or processes (including increased use of Synopsys Cloud Credits as a result).

5.4.2   Increasing Your Infrastructure Selection: In the event you want to increase Your Infrastructure Selection, you may purchase access to additional Infrastructure  using Synopsys Cloud Credits at the then-current rates set forth in the Synopsys Cloud Portal. Synopsys does not guarantee that additional Infrastructure will be available to purchase.

5.5     Customer Data; Downloads: Your Customer Data will be stored in the storage volumes allocated to you based on Your Infrastructure Selection. You are responsible for setting up storage volumes that may be included in Your Infrastructure Selection. You will be able to download certain Customer Data stored in storage volumes allocated to you at the rates that are communicated to you prior to you initiating any download. Synopsys will only access and  use your  Customer  Data to provide the Synopsys Products Deployed on a SaaS Basis and services contemplated by this Agreement. You acknowledge and agree that Synopsys does not back up any Customer Data and it is your responsibility to regularly back up your Customer Data when using any Synopsys Product Deployed on a SaaS Basis, including paying any amounts owed to Synopsys for downloading your Customer Data. If you or an End User downloads, deletes or otherwise modifies any Customer Data, Synopsys will not be responsible or liable for the loss or modification of such Customer Data.

5.6     Foundry Collaterals:

5.6.1     If you upload any foundry IP or technology (“Foundry Collaterals) provided or licensed to you by a foundry , then you represent, warrant, and covenant that you have and will continue to have all necessary and adequate licenses, approvals, assignments, and consents (as applicable) to upload and use such Foundry Collaterals in connection with the Synopsys Product Deployed on a SaaS Basis.

5.6.2     Synopsys may make available to you the applicable Foundry Collaterals on the SaaS environment, provided you have obtained a license directly from the foundry to use such Foundry Collaterals in connection with the Synopsys Products Deployed on a SaaS Basis.

6.1     Service Level: Subject to Section 6.4, Synopsys will use commercially reasonable efforts to make the SLA Elements available for your use with a Monthly Uptime Percentage of at least 99.9% (“SLA”), during any whole calendar month. Monthly Uptime Percentage is calculated by subtracting from 100% the percentage of minutes during the relevant calendar month in which the relevant SLA Element was in the state of Unavailability. For the avoidance of any doubt, the SLA and Monthly Uptime Percentage do not apply to any Synopsys products licensed under this Agreement or any other agreement between you and Synopsys

6.2     Service Credits: In the event any SLA Element does not meet the SLA, you will be eligible to receive a credit to your Synopsys Cloud Credit Account equal to the total number of Synopsys Cloud Credits used with respect to such SLA Element under the applicable Cloud Purchase Agreement in the calendar month in which the Unavailability occurred multiplied by the appropriate Service Credit Percentage.

6.3     Credit Request and Payment Procedures: In the event you reasonably believe a Service Credit is applicable as a result of Unavailability, you must request such Service Credit within 30 days of the end of the month in which such Unavailability occurred. Any such request must be in writing, identifying the specific SLA Elements that were Unavailable and the days/times during which such Unavailability occurred. Synopsys may, within a reasonable period of time after receipt of such notice, investigate such Unavailability, and you agree to provide Synopsys with reasonable assistance with such investigation. If Synopsys confirms such Unavailability, the Service Credit will be applied to your Synopsys Cloud Credit Account. If Synopsys determines that a Service Credit is not applicable, Synopsys will provide you with reasonable available information supporting such determination.

6.4     SLA Exclusions: The SLA does not apply to (and you will not be entitled to any Service Credit for) any Unavailability, directly or indirectly: (a) caused by factors outside of Synopsys’ reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of the applicable SLA Element; (b) that result from any actions or inactions of you or any third party, including a breach of this Agreement by you or your breach of any terms of use of Synopsys’ relevant cloud provider; (c) that result from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within Synopsys’ direct control); (d) that arise from Synopsys’ suspension or termination of your right to use the applicable SLA Element in accordance with the Agreement; or

(e) caused by your failure to follow Synopsys’ reasonable directions.

6.5     Security: Synopsys’ sole obligation with respect to network and data security will be to require its cloud service providers through which any of the SLA Elements are made available, or any of your data is stored (including any Designs), to provide commercially reasonable security measures aligned with industry standards. Synopsys will have no obligation to enhance or supplement such measures and you will be solely responsible for determining the adequacy of such measures for your data and/or use of the Synopsys Products. Except as set forth in this Section 6, Synopsys will have no responsibility or liability that may result from any unauthorized access to any network or for any lost, damaged, altered, or unavailable data.

6.6     Exclusive Remedy: Synopsys’ sole and exclusive liability, and your sole and exclusive remedy, for any Unavailability of any SLA Element or any failure to satisfy the requirements of the SLA is payment of the Service Credits in accordance with this Section 6. Synopsys will not otherwise be liable for any Unavailability of any SLA Element or any failure to meet the SLA.

7.1     Evaluation License or Access: Synopsys may provide you with a license for a Synopsys Product Deployed on a BYOC or access to a Synopsys Product Deployed on a SaaS Basis, on an evaluation basis. In such event, Synopsys will provide you with Evaluation Cloud Credits, which will only be valid for a limited period of time and, at the expiration of such time period, the Evaluation Cloud Credits will automatically expire. Such Evaluation Cloud Credits will be consumed in accordance with the rates for consumption of Evaluation Cloud Credits set forth in the Synopsys Cloud Portal. Evaluation Cloud Credits cannot be used in connection with the use of any Synopsys Products on a production or commercial basis. In the event you breach this Section 7.1, without limiting any rights or remedies that may be available to Synopsys, you will pay to Synopsys a fee equal to Synopsys’ then-current list price, plus support, for the on- premise commercial version of a perpetual license for such Synopsys Product. You agree that damages for such a breach would be difficult to assess, and such payment represents a reasonable assessment of the potential damage to Synopsys. You recognize and agree that this amount is a reasonable, liquidated amount and not a penalty.

7.2     Evaluation Termination: Upon the date your Evaluation Cloud Credits expire or have been fully consumed pursuant to Section 7.1, you must (a) cease access and use of all Synopsys Products to which you gained access and use through such Evaluation Cloud Credits; and (b) delete and destroy all Customer Data resulting from, or created through, all Synopsys Products to which you gained access and use through such Evaluation Cloud Credits.

7.3     Disclaimer: Synopsys Products accessed and used pursuant to this Section 7 are provided “AS IS.” The service level, warranty, and indemnification provisions in this Agreement do not apply to such Synopsys Products.

8.1     Usage Data: Synopsys may collect and process Usage Data from you and your End Users, and you consent, for yourself and on behalf of your End Users, to Synopsys’ collection and processing of Usage Data.

8.2     Analytics Services: Synopsys may make available to you Reports, which will only be made available through the Synopsys Cloud Portal. You may be permitted to download some or all Reports, provided that Synopsys reserves the right to disable downloading of such Reports in its discretion. All Reports are subject to change and Synopsys reserves the right to discontinue providing some or all Reports, modify the layout or information provided on some or all Reports, or to modify the manner or timing on which Reports are made available.

8.3     Time Sensitive and Confidential Information: You acknowledge and agree that the Reports may contain time sensitive information and that the information contained in a Report may change based upon factors within or outside of your control. Synopsys makes no representation, warranty, covenant or guarantee that the information contained in a Report will be accurate or complete at any time other than the time the Report is generated.   You further acknowledge and  agree that the Reports contain confidential, proprietary and competitively sensitive information of Synopsys and that such Reports and information are the Confidential Information of Synopsys.

8.4    License to Reports: Synopsys grants you a limited, non- exclusive, revocable, non-transferable, non-sublicensable license, during the term of the applicable Cloud Purchase Agreement, to use the Reports and the information contained therein solely for your internal business purposes and for your exclusive benefit.

9.1     Communications with Synopsys Servers: Your computing systems must be able to securely communicate through the internet with Synopsys via an application programming interface, and you bear all costs and responsibility for (and Synopsys has no responsibility or liability for) establishing such communication (including obtaining, configuring and maintaining computing and networking resources necessary to establish such communication) and resolving any communication problems. You acknowledge and agree that each Synopsys Product may communicate with Synopsys owned or controlled servers (or those of Synopsys’ service providers), including for the purpose of making Updates to the Synopsys Product, detecting software piracy, and monitoring your use of the Synopsys Product, including to ensure the correct Synopsys Cloud Credits are deducted from your Synopsys Cloud Credit Account, to verify that you are using the Synopsys Product in conformance with this Agreement and to obtain Usage Data.

9.2     Payment Condition: Your right to use any Synopsys Product or Report under this Agreement, is conditioned upon your timely payment of all amounts due under this Agreement and your compliance with the terms and conditions of this Agreement.

9.3     Restrictions: You may not (and may not allow anyone else to):

9.3.1     copy or use any Synopsys Product (or Documentation) or Report in any manner that is not expressly allowed by the rights granted in this Agreement;

9.3.2     decompile, reverse engineer, or otherwise attempt to derive the source code for any Synopsys Product or any underlying algorithms, user interface techniques, or other ideas embodied in a Synopsys Product or any Report;

9.3.3     distribute any copy of a Synopsys Product (or Documentation) or Report except as expressly allowed by the license rights stated above, or allow anyone other than your End Users to access or use (such as in a timesharing, service bureau, or application service provider model) any Synopsys Product;

9.3.4     use a Synopsys Product or its output, or any Report, to create, modify, or simulate Designs for third parties or otherwise for the benefit of any third parties;

9.3.5     use a Synopsys Product or its output, or any Report, to develop or enhance any product that competes with a Synopsys product or service;

9.3.6     modify or create a derivative work of any part of a Synopsys Product, Documentation or Report;

9.3.7     disclose the results of any benchmarking of a Synopsys Product or Report (whether or not the results were obtained with assistance from Synopsys) to any third party, or otherwise use any Synopsys Product or Report for benchmarking purposes;

9.3.8     use a Synopsys  Product in  the development of any product if the failure or malfunction of that product could reasonably be expected to result in personal injury, death, or catastrophic loss;

9.3.9     conduct or authorize penetration tests of the Synopsys Cloud Portal or a Synopsys Product;

9.3.10    upload to or download from any Synopsys Product any Customer Data that is infringing, illegal, deceptive, fraudulent, obscene, defamatory, libelous, threatening, or related to minors;

9.3.11     violate any of the terms or conditions of any cloud service provider engaged by Synopsys to host, support, or make available the Synopsys Cloud Portal, Infrastructure, or a Synopsys Product;

9.3.12    modify, revise, disable, circumvent, or otherwise impede any security feature or similar mechanism used or deployed in conjunction with any Synopsys Product or the Synopsys Cloud Portal; or

9.3.13    use any Synopsys Product or Report in any manner that infringes the intellectual property or proprietary rights of Synopsys or any third party.

9.4     Copies: If you make backup or archival copies of a Synopsys Product, Report or Documentation, you must reproduce and not obscure the copyright, trademark, and other notices that appear on the original copy.

9.5     Transfers and Assignments: You may not transfer or assign your license rights or other rights granted to you under this Agreement to any other person in any manner (by assignment, operation of law or otherwise) unless you have obtained written consent from Synopsys. If you attempt to transfer or assign any of your license rights without Synopsys’s consent, the transfer or assignment will be ineffective, null, and void (and you will be in material breach of this Agreement). For purposes of this Section 9.5, a transfer or assignment of your license rights will be deemed to have occurred (a) if a third party (or group of third parties acting in concert) acquires beneficial ownership of fifty percent (50%) or more of either (i) your or a Parent Entity’s assets or (ii) the stock or other equity interests entitled to vote for your or a Parent Entity’s directors or equivalent managing authority, or (b) in the event of a merger, consolidation or other business combination between you or a Parent Entity and one or more third parties where your or a Parent Entity’s stockholders immediately before that transaction own (directly or indirectly), after that transaction, less than fifty percent (50%) of the stock or other equity interests entitled to vote for the directors or equivalent managing authority of the surviving entity.

9.6     Open Source Software: The Synopsys Products may be delivered with software that is subject to open source licensing terms (“Open Source Software”), which terms are available upon request. Certain Open Source Software licenses require that source code be made available upon request. Licensee may request a copy of such source code by post to Synopsys at: Synopsys, Inc., Attention: Open Source Software Requests, 690 East Middlefield Road, Mountain View, California 94043, USA. Licensee agrees that all Open Source Software shall be and shall remain subject to the terms and conditions under  which it is  provided. The Open Source Software is provided “AS IS,” without any warranty of any kind, and Synopsys further disclaims all warranties, express, implied or statutory, with respect to Open Source Software, including but not limited to the implied warranties of noninfringement, merchantability and fitness for a particular purpose. Neither Synopsys nor the licensors of Open Source Software shall have any liability for any direct, indirect, incidental, special, exemplary, or consequential damages (including without limitation lost profits), however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use or distribution of the open source software, even if advised of the possibility of such damages. Copyrights to the Open Source Software are held by the copyright holders indicated in the copyright notices in the corresponding source files.

11.1     Confidentiality Obligations: Each party (you and Synopsys) agrees to abide by the following confidentiality obligations with respect to the other party’s Confidential Information:

11.1.1     do not disclose it to any third party unless (i) the other party has given its specific and express prior written approval,

(ii) the disclosure is expressly allowed under this Agreement, or

(iii) the disclosure is necessary to comply with a valid court order or subpoena;

11.1.2     do not use it for any reason other than to exercise its rights and perform its obligation under this Agreement; and

11.1.3     protect it from unauthorized dissemination in the same manner as that party protects its own Confidential Information, and in any event with reasonable precautions (which include limiting access to End Users only).

11.2     Mandatory Disclosures: If you believe you must disclose Synopsys’ Confidential Information in order to comply with a valid court order or subpoena, you must promptly notify Synopsys and cooperate with Synopsys if Synopsys chooses to contest the disclosure requirement, seek confidential treatment of the information to be disclosed, or to limit the nature or scope of the information to be disclosed. Synopsys will do the same if it believes it must disclose your Confidential Information in these circumstances.

11.3     Additional Obligations: In addition to your general obligations of confidentiality regarding the Synopsys Products and Documentation, you must monitor each End User’s use of the Synopsys Products to ensure that such use is in compliance with the terms of this Agreement.

12.1     Term of Agreement: The term of this Agreement will begin on the Effective Date and will continue unless terminated earlier by either party as set forth below.

12.2     Rights to Terminate: Each party has the right to terminate this Agreement in its entirety, by giving written notice of termination to the other party, if (a) the other party breaches this Agreement and (b) either the breach cannot be cured or, if the breach can be cured, it is not cured by the breaching party within 15 days after receiving written notice of the breach from the non-breaching party. An Error will not be considered a breach of this Agreement that allows you to terminate this Agreement, but it could give rise to a warranty claim under Section 4. In addition, Synopsys has the right to terminate any Cloud Purchase Agreement in the event you breach any of the terms of such Cloud Purchase Agreement or in the event you breach any of the terms of this Agreement in connection with your performance or any rights you may receive pursuant to a Cloud Purchase Agreement, if such breach is not cured with 15 days after receiving written notice of the breach from Synopsys.

12.3     Consequences of Termination of this Agreement: Upon termination or expiration of this Agreement:

12.3.1     you must (i) immediately cease all use of the Synopsys Cloud Portal, Synopsys Products, Reports, Documentation and other Synopsys Confidential Information, (ii) promptly return to Synopsys or destroy all copies of the Synopsys Products, Documentation, and other Synopsys Confidential Information in your possession or control, and (iii) certify in writing to Synopsys that you have complied with clauses (i) and (ii);

12.3.2     any Cloud Subscription License that remains in effect on the date of termination or expiration of this Agreement will automatically terminate;

12.3.3     you will not be entitled to any refund or reimbursement for any Synopsys Cloud Credits remaining in your Synopsys Cloud Credit Account or any other amounts paid by you under this Agreement and any Synopsys Cloud Credits remaining in your Synopsys Cloud Credit Account will automatically expire and will not be available for further consumption;

12.3.4     any outstanding amounts owed by you to Synopsys, including without limitation, any amounts due as a result of a negative balance in a Synopsys Cloud Credit Account even if such amount has not be invoiced by Synopsys at the time of termination or expiration of this Agreement, will immediately become due and payable;

12.3.5     any Customer Data and Designs stored in the Synopsys Cloud Portal, in the Infrastructure, or in connection with any Synopsys Products will be deleted;

12.3.6     all Cloud Purchase Agreements will automatically terminate; and

12.3.7     the provisions of Sections 7.3, 8.1, 8.3, 9.3, 9.5, 10.4, 10.6, 10.7, 10.8, 11.1, 11.2, 12, 13, 14, 15, 16, 17, and 18 of these Terms and Conditions will remain in effect.

12.4     Consequences of Termination of a Cloud Purchase Agreement: Each Cloud Purchasing Agreement will have its own term, as indicated on that Cloud Purchasing Agreement. Termination of a Cloud Purchase Agreement will not terminate this Agreement or any other Cloud Purchase Agreements. Upon termination or expiration of a Cloud Purchase Agreement:

12.4.1     you will immediately cease and ensure that all End Users cease all access to the Synopsys Cloud Portal Account associated with such Cloud Purchase Agreement;

12.4.2    any Cloud Subscription License that remains in effect on the date of termination or expiration of the Cloud Purchase Agreement will automatically terminate with the termination or expiration of the Cloud Purchase Agreement;

12.4.3     no Synopsys Cloud Credits remaining in your Synopsys Cloud Credit Account accessible through the Synopsys Cloud Portal Account associated with such Cloud Purchase Agreement will be useable by you and you will not be entitled to any refund or reimbursement for such Synopsys Cloud Credits or any other amounts paid pursuant to such Cloud Purchase Agreement;

12.4.4     any outstanding amounts owed by you to Synopsys under the Cloud Purchase Agreement, including any amounts due as a result of a negative balance in a Synopsys Cloud Credit Account even if such amount has not be invoiced by Synopsys at the time of termination or expiration of such Cloud Purchase Agreement, will immediately become due and payable; and

12.4.5     any Customer Data and Designs stored in the Synopsys Cloud Portal, in the Infrastructure, or in connection with any Synopsys Products to which you had access pursuant to the Cloud Purchase Agreement will be deleted, unless otherwise agreed to in the Cloud Purchase Agreement.

12.5     Termination or Suspension: If you breach any of the terms of this Agreement with respect to a Synopsys Product Deployed on a BYOC or SaaS, Synopsys may, without liability, suspend your access to and/or use of such Synopsys Product Deployed on a BYOC or SaaS, as applicable and, if you do not cure such breach within 15 days of suspension, terminate your access to and/or use thereof. You will not receive any refund for such suspension or termination. In such event, you must immediately cease all use of the relevant Synopsys Product Deployed on a BYOC or a SaaS Basis. Any Customer Data stored in the in the relevant Synopsys Product Deployed on a SaaS Basis will be deleted.

12.6     Data Retrieval: You are solely responsible for downloading Customer Data and Designs from the Synopsys Cloud Portal or any Synopsys Product prior to the termination or expiration of this Agreement, any Cloud Subscription License or any Cloud Purchase Agreement for any reason (and for fees or payments incurred due to such downloading).

13.1     Ownership of Synopsys IP Rights: Synopsys or its licensors own all Intellectual Property Rights in the Synopsys Products, Usage Data, Reports, Documentation, Infrastructure, and Synopsys Confidential Information. Your only rights are the rights expressly granted in this Agreement; all other rights are reserved by Synopsys. Synopsys’ licensors are third-party beneficiaries of, and thus may enforce against you, the license restrictions and confidentiality obligations in this Agreement with respect to their intellectual property and proprietary information. Synopsys may freely use and disseminate any Feedback you provide.  You agree not to claim that Synopsys owes you any compensation for its use or dissemination of such Feedback.

13.2     Usage Data: To the extent you own any right, title or interest in the Usage Data Synopsys collects from you, you hereby irrevocably assign all your right, title and interest in such Usage Data to us, subject to the limited license granted to you in the Reports pursuant to in Section 8.4.

13.3     Customer Data: As between the parties, you will own all Intellectual Property Rights in your Customer Data, including in any Designs you create using the Synopsys Products, subject to Synopsys’ (and its licensors’) ownership of the Intellectual Property Rights in the Synopsys Products, Reports, Usage Data Documentation, and Synopsys Confidential Information. You hereby grant to Synopsys (including its affiliates and subcontractors) a non-exclusive right to process and use Customer Data to provide you with the Synopsys Products and any related products and services (including any support, training and data analytics services).

14.1     Disclaimer: Except for the limited warranty in Section 4 with respect to Synopsys Products Deployed on a BYOC, all Synopsys Products (including Synopsys Products Deployed on a SaaS Basis and Synopsys Products Deployed on a BYOC), the Synopsys Cloud Portal, Infrastructure, Reports, Documentation, Synopsys Confidential Information, and any third party software are provided “AS IS” and “AS AVAILABLE” without any other warranties of any kind. Synopsys further disclaims all other warranties (express, implied, or statutory), including any warranties of merchantability, fitness for a particular purpose, title, or non-infringement and any warranties arising from a course of dealing or usage of trade.

14.2     Limitation of Liability: To the maximum extent permitted by applicable law, Synopsys and all Synopsys Affiliates will not, under any circumstances or any theory of liability, be liable to you for any lost profits, loss of business, loss of reputation, loss or corruption of data (including Customer Data), any security breach, or consequential, incidental, indirect, punitive, exemplary, enhanced  or special damages in connection with this Agreement. To the extent not already excluded pursuant to the foregoing sentence, to the maximum extent permitted by applicable law, Synopsys’ and its Affiliates’ total cumulative liability to you in connection with this Agreement, including in connection with the Synopsys Cloud Portal and/or any Synopsys Products, Reports, Documentation, Infrastructure, Synopsys Confidential Information, Foundry Collaterals, or any other technology, software, data, information, product, or service you license or access under this Agreement, will be limited to the total amount you paid to Synopsys for the license or right to use or access the relevant Synopsys Product, Report, Documentation, Infrastructure, Synopsys Confidential Information, or other technology, software, data, information, product, or service (regardless of the nature of the liability or the nature or number of claims giving rise to the liability). The exclusions and limitations of liability in this Section are a fundamental part of this Agreement and enable Synopsys to provide products and services to you for the amounts agreed upon by the parties, and apply regardless of whether the relevant loss or damage suffered or incurred by you were foreseeable, whether or not any party was advised of the possibility of such loss or damage and the legal or equitable theory (contract, tort, or otherwise) upon which the relevant claim is based, and are intended to apply even if an exclusive remedy is found to have failed of its essential purpose.

14.3     Without limiting the provisions of Sections 14.1 and 14.2, Synopsys will have no liability or responsibility to you whatsoever for any suspension or termination of a Synopsys Product, or any issues with respect to any Synopsys Product, directly or indirectly: (a) caused by factors outside of Synopsys’ reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of the applicable Synopsys Product; (b) that result from any actions or inactions of you or any third party, including a breach of this Agreement by you or your breach of any terms of use of Synopsys’ relevant cloud provider; (c) that result from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within Synopsys’ direct control); (d) that arise from Synopsys’ suspension or termination of your right to use the applicable Synopsys Product in accordance with the Agreement; or (e) caused by your failure to follow Synopsys’ reasonable directions.

15.1     Synopsys  Indemnity: Synopsys  will,  at  its  own expense, be entitled to defend (or at its sole option, settle) any claim asserted against you by a third party that any Synopsys Product directly infringes any U.S. patent, copyright, trademark, or trade secret. Synopsys will indemnify you for any damages you suffer  and costs you reasonably  incur that are directly attributable to any such claim and that are assessed against you in a final, non-appealable judgment or agreed upon by Synopsys in a settlement.

15.2     Conditions: Synopsys’ obligations to defend and indemnify you with respect to a particular claim are subject to the following conditions:

15.2.1     you must promptly give Synopsys written notice of the claim;

15.2.2     you must identify the specific Synopsys Product(s) at issue in the claim and indicate how the Synopsys Product(s) is(are) utilized by you or your products;

15.2.3     you must give Synopsys sole control and authority over the defense and settlement of the claim; and

15.2.4     you must provide Synopsys with all information you have regarding the claim and cooperate with Synopsys when Synopsys defends or attempts to settle the claim.

15.3     Pro-Active Steps: If any Synopsys Product is, or Synopsys believes is likely to become, the subject of a claim for which Synopsys would be obligated to defend and indemnify you, then Synopsys may, at its option, do any of the following:

15.3.1     obtain for you (at no cost to you) the right for you to continue using the Synopsys Product as permitted by this Agreement;

15.3.2     replace or modify the Synopsys Product to avoid the infringement problem, as long as there is no material loss of functionality; or

15.3.3     if Synopsys reasonably concludes that it will not be feasible to do either of the above, terminate your license for the Synopsys  Product  and  give  you  a  prorated  refund  of  the Synopsys Cloud Credits deducted from your Synopsys Cloud Credit Account.

15.4     Exclusions: Synopsys will have no obligation to defend or indemnify you (notwithstanding the first paragraph of this Section) with respect to any claim that is based on or attributable to any of the following:

15.4.1     any modification made to the Synopsys Product by anyone other than Synopsys;

15.4.2     the combination or use of the Synopsys Product with other products, processes, or materials not supplied by Synopsys or specified in the Documentation as being necessary to use the Synopsys Product;

15.4.3     your continued engagement in infringing activities after you were notified of the infringement or after Synopsys informed you of a modification or workaround that would have avoided the infringement; and

15.4.4     your use of the Synopsys Product in a manner not permitted by this Agreement.

15.5     Burden of Proof: You will have the burden of showing that indemnification is required pursuant to this Section 15 and that the exclusions in section 15.4 are not applicable.

15.6     No Other Obligations: Except as expressly stated in this Section 15, Synopsys has no obligation or liability to you for any actual or alleged infringement related to the Infrastructure, the Synopsys Cloud Portal, Synopsys Products or Documentation.

16.1     Customer Indemnity: Upon Synopsys’ request, you will indemnify, defend and/or hold harmless from any third party claim or action, resulting from, arising out of, or connected with (a) your misuse of the Synopsys Cloud Portal, any Reports, any Documentation, any Infrastructure, or any Synopsys Product; (b) your breach of this Agreement, including use of any Synopsys Product or Report in contravention of this Agreement;

(c) any unauthorized access to your Account not caused by Synopsys; (d) your Customer Data; or (e) any foundry IP uploaded or used by you pursuant to Section 5.6. You will also indemnify the Synopsys Parties for any damages or losses any Synopsys Party suffers and costs any Synopsys Party reasonably incurs that are directly attributable to any such claim and that are assessed against any Synopsys Party in a final, non-appealable judgment or agreed upon by a Synopsys Party in a settlement.

16.2     Conditions: Your obligation to defend and indemnify the Synopsys Parties with respect to  a particular  claim  are subject to the following conditions:

16.2.1    Synopsys must promptly give you written notice of the claim;

16.2.2    Synopsys must provide you with all information Synopsys has regarding the claim and cooperate with you if Synopsys requests that you defend the claim.

17.1     Audit and Compliance: Synopsys may audit (using its own employees and/or those of an independent auditing firm that is subject to appropriate confidentiality obligations) your use of the Synopsys Cloud Portal, Synopsys Products, Reports and Documentation to verify your compliance with this Agreement. You agree to give Synopsys (or the auditing firm) access to your facilities and records for purposes of conducting these audits. Synopsys will give you at least five days advance notice before conducting an audit. Audits will be conducted during normal business hours and no more than once per year, unless Synopsys has a good-faith basis for believing that more frequent audits are warranted. Synopsys will bear all the costs it incurs (including the fees and expenses of the auditing firm, if any) in conducting an audit, unless the audit reveals that you have failed to comply with this Agreement in a material way, in which case you agree to reimburse Synopsys for these costs.

17.2     Export Controls: You will remain familiar and fully comply with your obligations under any and all laws, statutes, regulations, ordinances of any local, states, federal, national, or other jurisdictional locality, as applicable to the export, import, and/or end-use of Synopsys products, technology, and services. Products and/or technology sold, licensed, or made available under this Agreement may be subject to various Export Control Laws and Regulations including but not limited to, U.S. Export Administration Regulations (EAR), the U.S. Office of Foreign Asset Control (OFAC), the European Union (EU) Export Control Regime Regulation (EC) No. 428/2009, and/or the EU Consolidated Sanctions List. Where a product and/or technology is identified as export controlled from the country(ies) of export to (1) the destination country(ies), (2) a restricted/proscribed end use, and/or (3) a restricted end user, a government-issued export license must be obtained prior to fulfillment under this Agreement and in accordance with all applicable laws. You agree that Synopsys will not be required to complete delivery of or provide access to export-controlled products or technology unless and until all required export licenses have been obtained.

17.3     Governing Law; Jurisdiction: This Agreement is governed by the laws of the United States and the State of California, without regard to conflicts of laws principles. The federal and state courts located in Santa Clara County, California have exclusive jurisdiction over any disputes arising from or relating to this Agreement, and each party consents to such jurisdiction and venue.

17.4     Notices: Any notice, approval, consent, or other communication intended to have legal effect under this Agreement must be given to the other party in writing, must be sent by first-class, registered, or overnight mail or private overnight courier (to the address for the other party stated on the signature page, unless the other party has given notice of a new address), and will be deemed given upon receipt or when delivery is refused. A copy of any communication sent to Synopsys must also be sent to the attention of the General Counsel. You agree that Synopsys may provide notice to you electronically via the Synopsys Cloud Portal.

17.5     Waivers: Either party’s failure to enforce any provision of this Agreement will not be deemed a waiver of the future enforcement of that provision or enforcement of any other provision. In order to be binding, a waiver must be in writing and signed by the party giving the waiver.

17.6     Independent Contractors: The parties to this Agreement are independent contractors. Neither party is the agent or partner of the other party, or has any power or authority to act on behalf of the other party.

17.7     Severability: If any provision in this Agreement is found to be invalid or unenforceable as written, the remaining provisions will remain in full force and effect and the invalid or unenforceable provision is to be construed (and, if necessary, modified) so that it is valid and enforceable to the greatest extent possible.

17.8     Attorneys’ Fees: The prevailing party in any action to enforce this Agreement will be entitled to recover costs and expenses including reasonable attorneys’ fees.

17.9     Remedies: Except where this Agreement expressly provides exclusive remedies, all rights and remedies of either party (including termination rights) are cumulative. You agree that monetary damages alone would not be an adequate remedy, and therefore Synopsys will be entitled to injunctive relief if you materially breach the license restrictions or confidentiality provisions in this Agreement.

17.10     Force Majeure: Each party will be excused from performance of its obligations under this Agreement, except payment obligations, to the extent that performance is rendered impossible by earthquake, fire, flood, governmental action, labor disruptions, supplier failures, or any other event or circumstance beyond that party’s reasonable control.

17.11     Construction: Section headings in this Agreement are for convenience only. The word “including” (and variations thereof) is not intended to be limiting. Unless the context requires a contrary construction, the singular includes the plural and the plural includes the singular and the word “or” shall be inclusive and not exclusive. No rule of strict construction is to be used when interpreting this Agreement. Reference to “party” means you or Synopsys and “parties” means Synopsys and you, collectively.

17.12     Counterparts: This Agreement may be signed in multiple counterparts, each of which will be deemed an original and which together will constitute one instrument.

17.13     Press Release: The parties intend to work together to prepare and publish a mutually acceptable press release concerning this Agreement.

17.14     Government Users: If you are a branch or agency of the United States Government, or are acquiring access to the Synopsys Cloud Portal or any Synopsys Product on behalf of any branch or agency of the United States Government, then the following provision applies. The Synopsys Cloud Portal, Synopsys Products, and Documentation are comprised of “commercial computer software” and “commercial computer software documentation”, as such terms are used in 48 C.F.R. 12.212, and are provided to the Government (a) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3.

17.15     Synopsys Entities: Synopsys, Inc. and its wholly- owned subsidiaries have agreed to their respective rights and obligations regarding the distribution of the Synopsys Products and the performance of obligations related to the Synopsys Products. You acknowledge that: (a) Synopsys Inc. or any directly or indirectly wholly-owned subsidiary or branch of Synopsys, Inc. may treat a purchase order addressed to that entity, representative office or branch as having been addressed to the appropriate entity or entities or branch with distribution rights for the geographic region in which the Synopsys Products will be used; and (b) delivery will be completed by the Synopsys entity or branch with distribution rights  for the geographic region in which the Synopsys Products will be used or service will be provided.

17.16    Entire Agreement: This Agreement and any applicable attachments, along with all Cloud Purchase Agreements and any terms and conditions set forth in the Synopsys Cloud Portal, constitute the entire agreement between the parties concerning its subject matter, and supersede any prior or contemporaneous agreements, communications, or understandings (whether written or oral). However, (a) any confidentiality or nondisclosure agreements that Synopsys previously entered into with you will remain in effect (according to their terms) with respect to the confidential information disclosed thereunder and

(b) this Agreement does not modify or amend any existing agreement between you and Synopsys (or any of Synopsys’ affiliates).

17.17    Amendments: This Agreement may be amended only in writing signed by authorized representatives of both parties. No additional or inconsistent terms on any purchase order or similar document will be binding on Synopsys or have any legal effect.