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IMPORTANT INFORMATION – READ CAREFULLY
UNLESS YOU (THE “CUSTOMER”) HAVE OBTAINED PERMISSION TO USE THE LICENSED PRODUCT UNDER A SEPARATE, DULY SIGNED LICENSE AGREEMENT OR AN EVALUATION LICENSE WITH SYNOPSYS OR AN AUTHORIZED DISTRIBUTOR, THE ACCOMPANYING LICENSED PRODUCT IS PROVIDED UNDER THE FOLLOWING TERMS AND CONDITIONS AND ANY SUPPLEMENTAL TERMS REFERENCED BELOW AND YOUR RIGHT TO USE THE LICENSED PRODUCT IS CONDITIONED UPON YOUR ACCEPTANCE OF THIS AGREEMENT (THE “EULM”).
IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS AND YOU DO NOT HAVE A SEPARATE LICENSE AGREEMENT AS REFERENCED ABOVE, YOU MAY NOT USE OR COPY THE LICENSED PRODUCT AND YOU MUST DELETE ANY COPIES OF IT FROM YOUR SYSTEMS.
1. SCOPE AND KEY TERMS. The Licensed Product is the proprietary information of Synopsys or its suppliers who retain exclusive title to their intellectual property rights in the Licensed Product. Education Institute’s rights to the Licensed Product are limited to those expressly granted below and Synopsys reserves all rights not expressly granted in this Agreement.
1.1 Purchasing Agreements. The terms and conditions set forth in this End User Software License and Maintenance Agreement and the Purchasing Agreement(s) accepted by both Education Institute and Synopsys contain all terms and conditions applicable to Education Institute’s use of the Licensed Product (collectively, the “Agreement”). A “Purchasing Agreement” is a document from Synopsys or its authorized representative which references this Agreement and identifies the specific Licensed Product and rights being licensed hereunder, including the License Type, quantity, license term, territory and the Code Base. A Purchasing Agreement also sets forth the fees and payment terms for the Licensed Product licenses (the “license transaction”). Education Institute must refer to a copy of the applicable Purchasing Agreement to determine these conditions of the Agreement. Additional or different terms on Education Institute’s purchase order shall not apply.
1.2 “Academic Use” means use of the Licensed Product (i) in the delivery of educational classes regarding developing, analyzing, building and testing software code, and (ii) for the purpose of developing, analyzing, building and testing programming code being developed as part of non-profit academic research.
1.3 “Authorized User” means the faculty, staff, and students employed or registered with Education Institute. For clarity, Education Institute shall not appoint a third party licensor of portions of the Code Base identified in an applicable Purchasing Agreement as an Authorized User.
1.4 “Code Base” means those portions of Education Institute’s software identified in an applicable Purchasing Agreement by reference to the name of the product, project or package and a number of lines of code, if applicable.
1.5 “Documentation” means the user documentation, in written, electronic or other format, which describes the Licensed Product and its operation and which Synopsys makes generally available to its licensed customers for use with the Licensed Product.
1.6 “License Type” means the usage rights purchased under the applicable Purchasing Agreement. License Types offered by Synopsys from time to time can be found here.
1.7 “Licensed Product” means the specific products provided by Synopsys and listed in a Purchasing Agreement and (a) all related Documentation provided to Education Institute.
2.1 License Grant and Delivery. Subject to Education Institute’s compliance with the terms and conditions of this Agreement, Synopsys grants Education Institute a nonexclusive, non-transferable license, solely during the license term and in the territory set out in the applicable Purchasing Agreement, to (a) use and operate the Licensed Product to the extent permitted by Education Institute’s payment of applicable fees for the License Type purchased, solely for internal Academic Use by Authorized Users, and (b) copy the Licensed Product as reasonably necessary to exercise the license rights granted in subsection (a). All applicable fees are owed upon the effective date of this Agreement, and are non-refundable upon such date. Where practical, Synopsys will deliver Licensed Product electronically and delivery will be deemed to occur upon the Licensed Product being available for electronic download. Delivery of any tangible media will be made F.O.B. point of shipment.
2.2 Conditions. Except as permitted elsewhere in the Agreement, the rights granted to Education Institute above are conditional upon Education Institute’s compliance with the following obligations:
a. Education Institute will not copy Synopsys’ Licensed Products or documentation, in whole or in part, except as expressly authorized in this Agreement.
b. Education Institute will not transfer, assign, lease, lend or rent Synopsys’ Licensed Products or documentation, use them to provide service bureau, time-sharing or other services, or otherwise provide or make the functionality thereof available to third parties except as expressly authorized in this Agreement.
c. Education Institute will not disassemble, decompile, reverse engineer, modify or create derivative works of Synopsys’ Licensed Products or documentation nor permit any third party to do so, except to the extent such restrictions are prohibited by applicable mandatory local law.
d. Education Institute will not allow access or use of the Licensed Product by, and will not display the Licensed Product’s user interfaces to, anyone other than the Authorized Users without Synopsys’ prior express written consent.
e. Education Institute will not disclose to any third party any comparison of the results of operation of Synopsys’ Licensed Products with other products, except as expressly permitted by this Agreement.
f. Education Institute will not delete or in any manner alter the copyright, trademark or other proprietary rights notices appearing on the Licensed Product as delivered by Synopsys. Education Institute will reproduce such notices on all copies Education Institute is authorized to make of the Licensed Product.
g. Education Institute will not publish any findings regarding or resulting from use of the Licensed Product.
h. Education Institute’s use of the Licensed Product is time-limited to the licensed term set out in the applicable Purchasing Agreement, and such use and access may be monitored and regulated through a license management tool (a “License Manager”). The License Manager will report such data (collectively, “Use and Compliance Data”) to Synopsys. Education Institute will not install or use the Licensed Product in a manner that circumvents or interferes with the operation of the License Manager or any other technological measure that controls access to the Licensed Product. Some configurations may require the License Manager to be installed only on designated servers. For those configurations, Synopsys will support two changes to the designated servers during any twelve month period upon prior written notice.
2.3. Special Terms for Third Party Software. The Licensed Product may contain open source or community source software (“Open Source Software”) provided under separate license terms (the “Open Source License Terms”). The applicable Open Source License Terms are identified in a directory named “Licenses” provided with the delivery of the Licensed Product. Education Institute’s use of the Open Source Licensed Product in conjunction with the Licensed Product in a manner consistent with the terms of this Agreement is permitted, however, Education Institute may have broader rights under the applicable Open Source License Terms and nothing in this Agreement is intended to impose further restrictions on Education Institute’s use of the Open Source Licensed Product.
2.4. Feedback and Analytics. Education Institute may choose to, but is not required to, provide suggestions, data, feedback and other information to Synopsys, its subcontractors or authorized distributors regarding possible improvements in the operation, functionality or use of Synopsys’ software products. Education Institute hereby grants to Synopsys and its subcontractors and authorized distributors, without charge, the right to use, copy, modify and create derivative works of any such suggestions, data, feedback and information solely for the purpose of (i) improving the operation, functionality or use of its existing and future product offerings and commercializing such offerings; and (ii) publishing aggregated statistics about software quality, provided that no data in any such publication can be used to specifically identify Education Institute or Education Institute’s software code.
2.5. Competing Products. During the License Term and for a period of 12 months following the expiration of the License Term, Education Institute will not create any products that compete with the Licensed Product.
2.6. Keys and Access. Synopsys agrees to provide Education Institution those authorization keys and/or passwords which are necessary to permit Education Institution to gain access to Licensed Product made available to Education Institution for the Licensed Product which has been properly licensed to Education Institution in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, Education Institute hereby acknowledges that Education Institute shall have no right or license to any software made available to Education Institute which has not been properly licensed to Education Institution pursuant to this Agreement or that has been included therein solely as a matter of convenience, and that Education Institute agrees not to attempt to gain access to, or permit any third party to attempt to gain access to, such software.
3.1. Confidential Information. “Confidential Information” means: (a) Synopsys’ Licensed Product products, in byte code or source code form; (b) any authorization keys and passwords delivered in order to operate such products; (c) Documentation, product road maps and development plans, and product pricing information; (d) any results of operation from use of the Licensed Product; (e) any business, technical or training information of a party that, if disclosed in writing, is marked “confidential” or “proprietary” at the time of disclosure, or, if disclosed orally, is identified as “confidential” or “proprietary” at the time of disclosure, and is summarized in a writing sent by the disclosing party to the other party within thirty (30) days of such disclosure or, without a marking requirement where the receiving party knows or reasonably should understand the disclosure to be confidential or trade secret documentation; and (f) the specific terms and pricing set forth in any quotation, Purchasing Agreement or this Agreement.
3.2. Exclusions. Confidential Information does not include information that: (a) is or becomes generally known or available to the public through no act or omission of the party receiving Confidential Information (“Receiving Party”); (b) is rightfully known by the Receiving Party prior to receiving such information from the other party (“Disclosing Party”) and without restriction as to use or disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information and without breach of this Agreement; or (d) is rightfully received by the Receiving Party from a third party without restriction on use or disclosure. The existence of this Agreement and the nature of the business relationship between the parties are not considered Confidential Information.
3.3. Use and Disclosure Restrictions. Receiving Party will not use the Disclosing Party’s Confidential Information except as necessary to exercise the rights granted under this Agreement or to evaluate opportunities to license additional Licensed Product pursuant to this Agreement, and will not disclose such Confidential Information to any person or entity except to its Authorized Users. Without limiting the generality of the foregoing, Education Institute agrees that it will not post the Licensed Product, the Documentation, or any screenshots of the Licensed Product or results generated by the Licensed Product, on any network that is accessible by anyone other than the Authorized Users. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement; and (b) on a confidential basis to its legal or financial advisors that need to know in order to provide business advice to such party. In addition, each party may disclose the terms and conditions of this Agreement: (i) as required under applicable securities regulations; and (ii) on a confidential basis to present or future providers of venture capital and potential private investors in or acquirers of such party.
3.4. Right of Equitable Relief. The parties acknowledge that violations of the covenants and obligations of this Agreement may cause the non-breaching party irreparable injury for which an adequate remedy at law may not be available. Therefore, the non-breaching party shall be entitled to seek all remedies that may be available under equity, including immediate injunctive relief, in addition to whatever remedies may be available at law.
4. NO WARRANTY.
Synopsys does not warrant that the Licensed Product will meet Education Institute’s requirements, that the Licensed Product will operate in combinations with equipment, devices, software or systems provided by persons other than Synopsys, that the operation of the Licensed Product will be error-free or uninterrupted, or that the Licensed Product will discover all errors and vulnerabilities that may reside in the Code Base. The Licensed Product is being provided “AS IS.” SYNOPSYS DISCLAIMS ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY OR COMPLETENESS OF RESULTS, CONFORMANCE WITH DESCRIPTION, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. SYNOPSYS AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE.
5. LIMITATION OF LIABILITY.
5.1. Exclusion of Damages. Notwithstanding anything to the contrary, this Agreement does not limit liability due to death or personal injury caused by gross negligence, or liability due to fraudulent misrepresentations or willful conduct, or liability arising from breaches of confidentiality obligations or license grants or conditions hereunder. SUBJECT TO THE FOREGOING SENTENCE, IN NO EVENT WILL EITHER PARTY, OR ITS SUPPLIERS, BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS, REVENUE, GOODWILL, ANTICIPATED SAVINGS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF THIS AGREEMENT, WHETHER BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), FAILURE OF A REMEDY TO ACCOMPLISH ITS PURPOSE, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Education Institute may have other rights under applicable mandatory local laws. This Agreement does not change Education Institute’s rights under applicable mandatory local laws if such laws do not permit it to do so.
5.2. Cap on Liability. Synopsys’ cumulative liability to Education Institute for all claims of any kind resulting from Synopsys’ performance or breach of this Agreement or the Licensed Product furnished hereunder shall not exceed $10,000. Synopsys would not be able to provide the Licensed Product without the limitations set forth in Sections 5.1 and 5.2 herein.
6. EXPIRATION AND TERMINATION.
6.1. Termination for Breach. Either party will have the right to terminate this Agreement or any Purchasing Agreement if the other party breaches any material term of the Agreement or Purchasing Agreement, as the case may be, and if such breach is capable of cure, the breaching party fails to cure such breach within thirty (30) days after receiving written notice thereof. Either party will have the right to terminate this Agreement if the other becomes insolvent or makes an assignment for the benefit of creditors, or a trustee or receiver is appointed for such other party or for a substantial part of its assets, or bankruptcy, reorganization or insolvency proceedings shall be instituted by or against such other party. Termination of this Agreement under this section terminates all Purchasing Agreements and Licensed Product licenses granted hereunder.
6.2. Effect of Termination or Expiration. Upon termination or expiration of this Agreement or a Purchasing Agreement, all Licensed Product licenses and rights to use Confidential Information that are granted thereunder shall terminate. Upon termination of this Agreement or expiration of the license term in any Purchasing Agreement, Education Institute will: (a) promptly return to Synopsys or destroy the applicable Licensed Product and Confidential Information and all copies and portions thereof, in all forms and types of media, including any results of operation from use of the Licensed Product; and (b) promptly pay all fees owing up to the date of termination.
6.3. Survival. Sections 1, 2.2, 2.3, 2.4, 3, 4, 5, 5.3, 6, 6.2, 6.3 and 7, will survive the termination or expiration of this Agreement or of any Purchasing Agreement.
7.1. Promotion. Unless otherwise provided in the Purchasing Agreement, Education Institute agrees that Synopsys may use Education Institute’s name and logo (in a form approved by Education Institute) to identify Education Institute as a participant of Synopsys’ Academic Program on Synopsys’ website or in marketing or publicity materials or in any filings made in connection with state or federal securities laws. Additionally, upon execution of this Agreement, the parties will use commercially reasonable efforts to issue mutually agreed upon joint press releases or other public communications announcing Education Institute’s entry into this Agreement.
7.2. Export Control. Education Institute agrees to comply fully with all relevant export laws and regulations, including those of the United States and the Member States of the European Union. These laws include restrictions on destinations, end-users and end use. Education Institute will ensure that neither the Licensed Product, nor any direct product thereof are: (a) exported or re-exported directly or indirectly in violation of applicable export laws; or (b) used for any purposes prohibited by applicable export laws, including but not limited to nuclear, chemical, or biological weapons proliferation. Education Institute will, at Synopsys’ request, demonstrate compliance with all such applicable export laws, restrictions, and regulations.
7.3. Assignment. Education Institute may not assign this Agreement, in whole or in part, by operation of law or otherwise. Any attempt to assign this Agreement without such consent will be void and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
7.4. Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of California excluding that body of laws known as conflicts of law. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the parties irrevocably consent to the personal jurisdiction and venue therein.
7.5. Nonexclusive Remedy. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this agreement will be without prejudice to its other remedies under this Agreement or otherwise.
7.6. Force Majeure. Neither party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, terrorism, riot, natural disasters or governmental action.
7.7. Verification and Audit. In addition to the Use and Compliance Data collected by the License Manager Education Institute will monitor and track access to and use of the Licensed Product. At Synopsys’ written request, Education Institute will furnish Synopsys with (a) a certification signed by an officer of Education Institute providing user or access information that identifies whether the Licensed Product is being used in accordance with the terms of this Agreement, and (b) log files from any License Manager that regulates access to the Licensed Product. Upon at least thirty (30) days prior written notice, Synopsys may engage, at its expense, an independent auditor to audit Education Institute’s use of the Licensed Product to ensure that Education Institute is in compliance with the terms of this Agreement. Any such audit will be conducted during regular business hours at Education Institute’s facilities and will not unreasonably interfere with Education Institute’s activities. Education Institute will provide the auditor with access to the relevant records and facilities. If an audit reveals that Education Institute has underpaid fees to Synopsys during the period audited, then Synopsys will invoice Education Institute, and Education Institute will promptly pay Synopsys for such fees based on Synopsys’ price list in effect at the time the audit is completed.
7.8. Notices. All notices required or permitted under this Agreement will be in writing. Notices will be effective upon delivery if delivered in person and upon mailing if delivered by courier service, overnight delivery services or by a form of certified or express mail. Notices affecting this Agreement as a whole will be sent to the address set forth above, if any, or to such other address of a party as such party may identify in writing; notices related to a particular transaction will be sent to the primary corporate addresses set forth in the Purchasing Agreement or to such other address as Education Institute or Synopsys may notify the other party in writing.
7.9. Entire Agreement; Modification; Interpretation. This Agreement, including all accepted Purchasing Agreements referencing this Agreement, constitutes the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter. Education Institute agrees that additional or different terms on Education Institute’s purchase order shall not apply. Failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of this Agreement will be effective only if in writing and signed by Education Institute and an authorized representative of Synopsys. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. The word “including” when used in this Agreement will mean including without limitation of the generality of any description, definition, term or phrase preceding that word.
7.10. U.S. Government Restricted Rights. The Licensed Product is “Commercial Computer Licensed Product” as defined under FAR 252.227-7014. For Customers subject to the Defense Federal Acquisition Resolutions (DFAR), the Commercial Computer Licensed Product and associated documentation are sold pursuant to Synopsys’ standard commercial license pursuant to DFARS 227.7202-1.Commercial Products. For all other government customers, use, duplication, or disclosure by the U.S. Government is subject to restrictions set forth in subparagraph (b)(2) of Commercial Computer Licensed Product License 48 CFR 52.227-19, as applicable.
7.11. Counterparts and Execution. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. An originally executed version of this Agreement or any Exhibit, attachment and subsequent Purchasing Agreement, that is delivered by one party to the other party, as evidence of signature, by facsimile, or by electronic mail after having been scanned as an image file (including, Adobe PDF, TIF, etc.) shall, for all purposes hereof, be deemed an original signature and neither party shall have the right to object to the manner in which the Agreement was executed as a defense to the enforcement of the Agreement. The English language version of this Agreement shall prevail over any translations of this Agreement.
7.12. UCITA Disclaimer. Customer agrees that the Uniform Computer Information Transaction Act or any version thereof, adopted by any state, in any form (“UCITA”), shall not apply to this Agreement. To the extent that UCITA is applicable, the parties agree to opt out of the applicability of UCITA pursuant to the opt-out provision(s) contained therein.
END OF TERMS