QUARTUS(R) PRIME LICENSE AGREEMENT VERSION 15.1, ALL
DISTRIBUTIONS (WEB DOWNLOAD, DVDS)
Copyright (C) 1991-2015 Altera(R) Corporation. All rights
reserved. "Quartus" is a registered trademark of Altera Corporation
in the U.S. and other countries. Any other trademarks and trade names
referenced here are the property of their respective owners. Certain
files, programs, or other materials provided in connection with the
Licensed Software may originate or contain components from Third Party
Licensors and are licensed to You pursuant to the terms of the
applicable Third Party License appearing upon activation or
installation of the Licensed Software, and/or are contained or
described in associated release notes, header source files, or other
documentation. Any such additional terms, and conditions or
restrictions will also be listed in a separate file called "Third
Party Licenses document". You agree to carefully review and comply
with the terms of such Third Party Licenses. NOTWITHSTANDING ANYTHING
TO THE CONTRARY IN THE AGREEMENT, AS BETWEEN LICENSEE AND ALTERA, AND
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH THIRD
PARTY LICENSES SHALL BE SUBJECT TO PARAGRAPH 11 (DISCLAIMER OF
WARRANTIES), PARAGRAPH 13 (LIMITATION OF LIABILITY) AND PARAGRAPH 14
(GOVERNING LAW). ALTERA OFFERS NO WARRANTIES (WHETHER EXPRESS OR
IMPLIED); INDEMNIFICATION; AND/OR SUPPORT OF ANY KIND WITH RESPECT TO
THIRD PARTY MATERIALS, EXCEPT THAT WE WILL PASS THROUGH TO YOU, IF AND
TO THE EXTENT AVAILABLE, ANY WARRANTIES EXPRESSLY PROVIDED TO US BY
THIRD PARTY LICENSORS RELATING TO SUCH THIRD PARTY MATERIALS.
PLEASE REVIEW THE FOLLOWING TERMS AND CONDITIONS IN THIS QUARTUS PRIME
VERSION 15.1 STANDARD LICENSE AGREEMENT (THE "QUARTUS
AGREEMENT" OR "AGREEMENT") CAREFULLY BEFORE DOWNLOADING, INSTALLING OR
USING THE LICENSED SOFTWARE. BY (A) DOWNLOADING, INSTALLING OR USING
THE LICENSED SOFTWARE; OR (B) PAYING A LICENSE FEE OR OTHER FEE TO
ALTERA; OR (C) PAYING A FEE TO AN AUTHORIZED DISTRIBUTOR, YOU INDICATE
YOUR ACCEPTANCE OF THIS QUARTUS AGREEMENT OR THE AGREEMENT BETWEEN YOU
AND THE AUTHORIZED DISTRIBUTOR FROM WHICH YOU HAVE ACQUIRED THE
LICENSE. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE TERMS OF THIS
QUARTUS AGREEMENT AND YOUR AGREEMENT WITH AN AUTHORIZED DISTRIBUTOR,
THIS QUARTUS AGREEMENT WILL GOVERN AND CONTROL, EXCEPT WITH REGARDS TO
PAYMENT TERMS.
IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS QUARTUS
AGREEMENT OR THE TERMS OF ANY THIRD PARTY LICENSES, DO NOT DOWNLOAD,
INSTALL, OR USE THE LICENSED SOFTWARE. IF YOU HAVE ALREADY
DOWNLOADED THE LICENSED SOFTWARE, PLEASE UNINSTALL IT AND IRREVOCABLY
DESTROY IT AND ANY COPIES YOU HAVE MADE AS SOON AS POSSIBLE. IF YOU
HAVE RECEIVED A COPY OF THE LICENSED SOFTWARE ON A DVD OR OTHER MANNER
THAN ELECTRONIC DOWNLOAD, PLEASE RETURN THE LICENSED SOFTWARE UNUSED
TO ALTERA OR THE AUTHORIZED DISTRIBUTOR FROM WHICH YOU OBTAINED THE
LICENSE PROMPTLY.
1. Definitions.
"Altera" means Altera Corporation, a Delaware corporation with a place
of business at 101 Innovation Drive, San Jose, California 95134 U.S.A.
including its affiliates and subsidiaries worldwide.
"Altera Devices" means programmable logic devices, including field
programmable gate arrays ("FPGAs") devices, complex programmable logic
devices ("CPLDs"), SoC devices, and/or any other semiconductor
devices designed, developed or manufactured by or on behalf of Altera.
"Authorized Distributor" means a reseller, OEM, ODM, or any
distributor that is authorized by Altera to license the Licensed
Software to end users in a valid agreement entered into between Altera
and such reseller or distributor.
"Checkout License" means a time-limited license granted by Altera
associated with an existing Floating License to install and Use the
Licensed Software on a single fixed standalone computer for use by a
single user. This license shall expire after a specified time as
designated by Altera. The total number of Checkout Licenses that may
be granted in relation to a single Floating License may not exceed the
total number of individual Seats associated with such Floating
License.
"Concurrent Users" means the number of simultaneous Users accessing
the Licensed Software. For example, a 20-use concurrent use license
would allow 20 Users to log in and use the Licensed Software at one
time, but the 21st User attempting to log in would be blocked and
unable to do so until one other User logs out.
"Confidential Information" means and includes, but is not limited to:
(i) the Licensed Software (whether provided in source code or binary
form, including any modifications, derivatives, updates and upgrades
thereto) and the algorithms, concepts, techniques, methods, and
processes embodied therein; (ii) the Licensed Products and all
information and specifications associated therewith; (iii) any
business, marketing, technical, scientific or financial information
disclosed to Licensee or You by Altera or an Authorized Distributor;
or (iv) any information which, at the time of disclosure, is
designated in writing as confidential or proprietary, or similar
designation, is disclosed in circumstances of confidence, or would be
reasonably understood by a person, exercising business judgment, to be
confidential.
"Designated Equipment" means the computer system that is owned or
leased by You and operated on Your premises, and identified by a
network interface card ("NIC") or host ID number on which the Licensed
Software is installed and Used, and which has the configuration,
capacity, operating system version level, and pre-requisite
applications described in the Documentation as necessary for the
operation of the Licensed Software, and is designated by the NIC/host
ID in the License Key as the computer system on which the License Key
management software will be installed.
"Documentation" means technical data in human or machine readable form
furnished by Altera which: (i) provides operating instructions for
using the Licensed Software, or (ii) explains the capabilities and
functions of the Licensed Software, and any full or partial copies of
any such technical data.
"Fixed with Companion License" means a license to install: the
Licensed Software on a fixed standalone computer for Use by a single
User, and (ii) the Licensed Software on up to two companion fixed
standalone computers. Under this license, only one Seat may be used
by a single User at any given time.
"Floating Node Seat" is a license that allows the Licensed Software to
be: (i) installed on and accessed from any number of computers on a
network environment; (ii) Used by the permitted number of Concurrent
Users that is equal to the number of Seats licensed as determined by
the License Key; and (iii) Used for the sole purposes of developing,
programming, synthesizing, testing and verifying designs for Altera
Devices.
"Intellectual Property Rights" means all (i) patents, patent
applications, patent disclosures and inventions (whether patentable or
not); (ii) trademarks, service marks, trade dress, trade names, logos,
corporate names, Internet domain names, and registrations and
applications for the registration for any of them, together with all
goodwill associated with any of them; (iii) copyrights and
copyrightable works (including computer programs and mask works) and
registrations and applications for registration; (iv) trade secrets,
know-how and other Confidential Information; (v) waivable or
assignable rights of publicity, waivable or assignable moral rights;
(vi) unregistered and registered design rights and any applications
for registration; (vii) database rights and all other forms of
intellectual property, such as data; and (viii) any and all similar or
equivalent rights throughout the world.
"IP Megafunctions or Components" means one or more design files,
including encrypted net lists, RTL, test vectors, simulation models
(such as VHDL, Verilog HDL, Quartus simulation, Matlab, Simulink,
Verisity Specman, Synopsys Vera, etc.), and other models, which may be
provided either as unencrypted source code, or in encrypted netlist or
encrypted source code format, that are designed to implement or
support the design of at least one logic function into an Altera logic
device. "IP Megafunctions or Components" includes any modified
versions, or updates thereto as may be provided by Altera, in its sole
and absolute discretion, to You under this Agreement. However, for
purposes of this Agreement, the term "IP Megafunctions or Components"
does not include any software or design files for any MegaCore(R)
functions (including the Nios(R) II embedded processor) which are
covered by and licensed under a separate MegaCore(R) Agreement.
"License Key" means a FlexNet license key, license file, license
manager, dongle or other key, code or information provided by Altera
that: (i) enables a User to download, install, operate and/or regulate
User access to the Licensed Software; and (ii) describes the version
number of the Licensed Software and lists the number of Concurrent
Users authorized to Use the Licensed Software.
"License Period" means the period of time Licensee has Use of the
Licensed Software as governed by the License Key.
"Licensee" means an individual, corporation or other legal entity to
which Altera has issued a Seat.
"Licensed Software" means the specific software enabled via the
License Key, but does not include Unlicensed Software components,
files, or portions specifically identified as not being included,
licensed or enabled via the License Key.
"Maintenance Expiration Date" is set as twelve (12) months from the
latter of date of license/ license renewal and license activation.
The Maintenance Expiration date for each seat license is noted in the
license key. Further description is provided in Paragraph 12 below.
"Seat" means the right granted under this Agreement by Altera or under
a license agreement by an Authorized Distributor, to Use the Licensed
Software by a single User in accordance with the terms and conditions
of this Agreement or an Authorized Distributor's license agreement. A
Seat is either a Floating Node Seat or a Fixed with Companion License,
which is enabled via a License Key.
"Support" means any support or maintenance services provided to
Licensee by Altera, an Authorized Distributor, and/or authorized
Altera representatives in responding to email, telephone, or other
inquiries from You for maintenance, technical, or other support
requests in connection with the Licensed Software.
"Third Party Licenses" is a separate file, header, or release notes
that contains additional terms, conditions or restrictions imposed by
Third Party Licensors. Such Third Party Licenses will be identified
in a Third Party Licenses Document describing each Third Party License
associated with every Altera product. A hyperlink to an Altera
database containing the text of all Third Party Licenses may be
accessed by clicking on the applicable line in the Third Party
Licenses Document.
"Third Party Licensors" means and includes any third party that
licenses or provides Third Party Materials to Altera.
"Third Party Materials" are materials or components included in the
download or the DVD, as applicable, that include but are not limited
to software, code portions or files owned by Third Party Licensors,
and are provided subject to Third Party Licenses.
"Unlicensed Software" means any Altera computer programs or code in
any format for which Licensee does not hold an active License Key
issued by Altera, including but not limited to any non-subscribed or
disabled features.
"Use" means downloading, installing and copying all or any portion of
the Licensed Software into the Designated Equipment for processing the
instructions contained in the Licensed Software, and/or loading data
into or displaying, viewing or extracting output results from, or
otherwise operating, any portion of the Licensed Software.
"User" or "You" means each individual identified by Licensee as a
person authorized to Use the Licensed Software on behalf of and for
the benefit of Licensee. If Licensee is an individual who obtained a
Seat for his/her individual use, Licensee and User are and will be one
and the same.
2. Grant of License and License Key.
2.1 Grant of License. Subject to and conditioned upon
Licensee's compliance with the terms and conditions of this Agreement,
Altera hereby grants to Licensee, a personal, perpetual (but subject
to termination as otherwise described in this Agreement), worldwide,
non-exclusive, non-transferable license with no right to sublicense,
to Use under Altera's copyrights and trade secret rights in and to the
Licensed Software (and any updates or upgrades thereof for which
Licensee has paid a license fee or other applicable fee to Altera or
an Authorized Distributor) on the terms and conditions set forth in
this Agreement. Licensee may: (i) use the Licensed Software on a
single computer (or, if Licensee has purchased a Floating Node Seat,
the number of Concurrent Users for which Licensee has obtained
licenses from Altera may use the Licensed Software on networked
workstations); (ii) use the Licensed Software for the sole purpose of
creating, simulating, verifying, placing and routing, and programming
designs on logic devices manufactured by Altera and sold by Altera or
its Authorized Distributors (although if You have obtained the
Licensed Software through Altera's University Program , You are only
permitted to use the Licensed Software for educational and academic
purposes, and cannot use the Licensed Software for any commercial
purposes); (iii) make one copy of the Licensed Software in any
computer-readable or printed form for back-up or archival purposes, or
as otherwise permitted under this Agreement; and (iv) modify the
Licensed Software, provided all Intellectual Property Rights notices
(including all copyright and restricted rights notices on the
Licensed Software) are included on any modified, merged, or combined
portion of the Licensed Software. Any copy of the Licensed Software
or portions thereof merged or combined into another program will
continue to be subject to the terms and conditions of this Agreement.
Licensee's end customers may use Altera's logic devices that have been
programmed with the Licensed Software.
2.2 License Key. Altera will deliver the License Key to
Licensee after Altera's receipt of all information required to
generate the License Key, including the host identification number for
the designated equipment onto which You will install the License Key
management software. In accordance with its distribution method,
Altera may include with the Licensed Software additional Unlicensed
Software to which the License Key will not permit access. Inclusion
of such Unlicensed Software in no way implies a license from Altera to
access or use such Unlicensed Software, and You agree not to access or
Use such Unlicensed Software, unless the License Key specifically
authorizes such access and Use.
2.3 Transfer of Licensed Software. The Licensed Software may
be transferred to a third party, provided such third party agrees in
writing to accept the terms and conditions of this Agreement and You
notify Altera in writing of the identity of such third party. If You
transfer the Licensed Software in accordance with the foregoing, You
must: (i) at the same time either transfer all copies or portions
thereof, whether in printed or in computer-readable form, to such
third party, or (ii) destroy any copies not transferred, including all
portions of the Licensed Software contained or merged into another
program, and certify the same in writing to Altera.
2.4 Floating Node Seat. If Licensee has purchased a Floating
Node Seat, You may also copy the Licensed Software onto another
computer (or access it through networked workstations) for use by
another User or contractor, but only internally, with any remote
access limited solely to such Users or contractors; provided that all
Users agree to accept the terms and conditions of this Agreement in
writing.
2.5 IP Megafunctions or Components License. IP
Megafunctions or Components are provided to You free of charge, in
source code form, and You may modify, create derivative works of, and
freely distribute any such IP Megafunctions or Components, and any
modifications or derivative works thereof, provided that the IP
Megafunctions or Components may not be used to program any non-Altera
Devices.
3. Delivery of Licensed Software. The Licensed Software will be
delivered electronically, and will be accepted upon delivery.
4. Designated Equipment. For all accepted orders, You will provide
Altera with the Designated Equipment's host identification number,
which Altera will include in the applicable License Key. Any time
that the Designated Equipment is inoperative due to malfunction,
repair, or maintenance, You may submit a request to change the
Designated Equipment and receive a new License Key from Altera at no
additional charge. Except for such temporary transfer, You and/or
Licensee may not transfer or install the License Key on any other
server or relocate the Designated Equipment without prior written
consent of Altera. Whenever You receive a new License Key in order
to effect a transfer to new Designated Equipment, You will immediately
cease to use the Licensed Software under the previously issued License
Key. You acknowledge and agree that You will not operate more than
the number of seats of the Licensed Software associated with your
License Key.
5. Confidential Information. The Confidential Information
constitutes trade secrets and confidential and proprietary information
of Altera and its licensors, and You and Licensee agree not to access
or Use the Licensed Software, directly or indirectly, except and to
the extent expressly permitted under this Agreement or by applicable
law. Altera and its licensors retain all rights in and to the
Licensed Software and Documentation, modifications, derivatives,
updates, and upgrades, and all Intellectual Property Rights associated
with any of the foregoing. You and Licensee agree not to remove,
alter or obscure any copyright, - patent, or other proprietary notices
in the Licensed Software or Documentation. No other rights or
licenses are granted by implication, estoppel or otherwise, to
Licensee, You or any third party.
5.1 With respect to Confidential Information, You and
Licensee agree: (a) to use at least the same degree of care as You use
with respect to Your own Confidential Information of similar
importance, but in no event less than reasonable care, to prevent any
Confidential Information from being disclosed to any third party,
except as otherwise permitted by this Agreement; (b) not to use or
disclose Confidential Information for any purpose except to the extent
necessary and for the purpose of programming Altera Devices with the
Licensed Software (the "Intended Purpose"); and (c) to restrict the
disclosure and possession of Confidential Information solely to those
of Licensee's Users, employees and Authorized Contractors with a need
to know/need to access for the Intended Purpose, who agree to be bound
by written confidentiality agreements no less strict than those this
Agreement. Licensee agrees to be liable to Altera for any breaches by
Licensee, its Users, employees and Authorized Contractors of the
confidentiality obligations in this Section.
5.2 You and Licensee will have no obligations of
confidentiality with respect to any Confidential Information to the
extent that it is: (a) already in the public domain or falls into the
public domain through no breach of this Agreement (or any other
obligation to Altera) by Licensee and Authorized Contractors; (b)
already rightfully known to Licensee without any obligation of
confidentiality; (c) is rightfully obtained by Licensee from a third
party; or (d) developed independently by Licensee, its employees or
Authorized Contractors without breach of Licensee's obligation of
confidentiality under this Agreement. With respect to a disclosure
required by order of a court or an authorized government agency, You
may disclose Confidential Information, provided: (i) that You give
prompt written notice of any such required disclosure to Altera; (ii)
You disclose the Confidential Information only to the extent required
by such court or governmental agency; and (iii) You provide reasonable
assistance to Altera in its efforts to protect the confidentiality of
the Confidential Information required to be disclosed.
5.3 Notwithstanding anything in this Agreement to the
contrary, You and Licensee agree that Altera may disclose Licensee's
identity by name and address, and identify the Licensed Software
licensed to Licensee, to the extent required by its agreement with its
licensors and Authorized Distributors.
6. Restrictions on Use. You and Licensee may not use, copy,
modify, distribute, or otherwise transfer the Licensed Software or any
portions thereof, or permit any remote access thereof by any person or
entity, except as expressly provided for in this Agreement. You shall
not use the Licensed Software to program any device other than Altera
Devices. If You or Licensee transfer possession the Licensed
Software, or any modifications or portions thereof to another party
except as expressly provided herein, this license shall automatically
terminate. You and Licensee may not decompile, disassemble, reverse
engineer, or otherwise attempt to access the source code of the
Licensed Software or reduce it to a human readable form ("Reverse
Engineer") except as otherwise permitted by applicable law. In such
case, You or Licensee may Reverse Engineer, but only after giving
written notice to Altera, and only to the extent permitted by
applicable law. You or Licensee may not publish or disclose the
results of any benchmarking or testing of the Licensed Software, or
use such results for Licensee's own software development activities,
without the prior written permission of Altera.
7. No Other Licenses or Intellectual Property Rights. The software
code licensed under the Agreement (the "Licensed Software") is
protected by copyright law and international treaties. Other than
the rights expressly granted to Licensee in the Agreement, Altera
and its licensors retain and own all right, title and interest in and
to the Licensed Software, including any modifications, derivatives
and updates thereof, and all Intellectual Property Rights in all of
the foregoing. Nothing in this Agreement shall be construed to: (i)
transfer any rights of ownership and/or interest in and to the
Documentation and Licensed Software or portions thereof, or any
derivative works of the foregoing to You, except as specifically
provided in the Agreement; or (ii) enable You to exercise the rights
granted herein with respect to the Licensed Software with: (A)
products other than Your products; or (B) using the Licensed Software
to program any non-Altera Devices. We expressly reserve all other
rights in and to the Licensed Software, Documentation, and
Intellectual Property Rights not granted to You under this Agreement.
You acknowledge and agree that: (i) this Agreement does not grant You
or Licensee any right to practice, or any other right at all with
respect to any patent of Altera or its licensors, and a separate
license agreement from Altera or its licensors is needed to use or
practice any patent of Altera or its licensors. You, on behalf of
Licensee and its affiliates and subsidiaries, agree not to contend in
any context that, as a result of this Quartus Agreement, either Altera
or its licensors have any obligation to extend, or You, Licensee, or
any other party has obtained any right to, any license, whether
express or implied, with respect to any patent of Altera or its
licensors, for any purpose whatsoever.
8. Third Party Licensors. The Licensed Software may contain or
include Third Party Materials licensed or provided to Altera by third
parties (the "Third Party Licensors") which may be subject to
additional terms and conditions or restrictions imposed by such Third
Party Licensors in a separate license agreement (the "Third Party
Licenses"). Such Third Party Licenses will be identified in the
Third Party Licenses document describing each such Third Party
Licenses associated with every Altera product. A hyperlink to an
Altera webpage containing the text of all Third Party Licenses may be
accessed at http://dl.altera.com/eula.
9. Term and Termination. The license is effective until terminated
by either party, or terminated in accordance with its terms, whichever
occurs first. You may terminate it at any time by uninstalling and
irrevocably destroying the Licensed Software, including all
modifications, copies, and all portions of the foregoing, and
certifying to such destruction in a writing signed by an officer of
Licensee. Altera may terminate the license if You or Licensee fail to
comply with any material term or condition of this Agreement,
including but not limited to Licensee's or Your breach of the license
rights granted to Licensee in this Agreement, or breach of Licensee's
obligations of confidentiality, and may also terminate the license in
accordance with the terms of the Agreement.
10. Limited Warranty and Remedies.
10.1 Limited Warranty. For a period of ninety (90) days from
the date of Licensee's first receipt from Altera or the Authorized
Distributor, as the case may be, of the License Key (the "Warranty
Period"), Altera warrants to Licensee that: (i) the Licensed Software
will perform substantially in accordance with Altera's Documentation,
if used in full compliance with the terms of this Agreement; and (ii)
the DVD (if applicable) on which the Licensed Software is installed
will be free from defects in materials and workmanship under normal
use. This warranty is personal in nature, provided only to Licensee,
and is not transferable to Licensee's end users, customers, or to any
third party.
10.2 Exceptions to Warranty. During the Warranty Period, (i)
Altera (either directly or through its Authorized Distributor) will
replace any Licensed Software or DVD not meeting the foregoing
warranty which is returned to Altera or the Authorized Distributor
with adequate proof of purchase; or (ii) if Altera (either directly or
through the Authorized Distributor) is unable to deliver replacement
Licensed Software that performs substantially in accordance with
Altera's Documentation or a DVD that is free of defects in materials
or workmanship, Licensee may terminate this Agreement by either
returning to Altera or irrevocably destroying the Licensed Software,
and providing the certification described in Paragraph 8 above. Any
replacement Licensed Software or DVD will be warranted for the
remainder of the original Warranty Period or thirty (30) days,
whichever is longer. The foregoing warranty extends only to the
Licensed Software in the form delivered by Altera to Licensee, and not
to any: (i) modifications not made by Altera or its Authorized
Distributor; (ii) misuse, abuse, or use of the Licensed Software in a
manner not contemplated by this Agreement; (iii) failure to use
compatible Altera Devices as set forth in the Documentation; (iv)
Third Party Materials; and (v) any DVD (if applicable) that has been
damaged as a result of accident, misuse, or abuse.
11. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH ABOVE,
AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS QUARTUS
AGREEMENT, NO OTHER WARRANTIES OR CONDITIONS, EITHER EXPRESS OR
IMPLIED, ARE MADE WITH RESPECT TO THE LICENSED SOFTWARE AND/OR SUPPORT
PROVIDED BY ALTERA, ITS LICENSORS, OR ANY AUTHORIZED DISTRIBUTOR,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND
NONINFRINGEMENT. ALTERA, ITS LICENSORS, AND AUTHORIZED DISTRIBUTORS
EXPRESSLY DISCLAIM ALL LIABILITY FOR DAMAGES, INCLUDING, BUT NOT
LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, AND CONSEQUENTIAL
DAMAGES, SUCH AS EXPENSES, RECALL COSTS, BUSINESS INTERRUPTION
DAMAGES, LOSS OF OR DAMAGE TO INFORMATION, LOSS OF GOODWILL, LOST
PROFITS, LOST SAVINGS, OTHER DAMAGES ARISING OUT OF THE USE OF OR
INABILITY TO USE THE LICENSED SOFTWARE; THAT THE FUNCTIONS CONTAINED
IN THE LICENSED SOFTWARE WILL MEET LICENSEE REQUIREMENTS; OR THAT THE
OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-
FREE. LICENSEE ALSO ASSUMES RESPONSIBILITY FOR THE SELECTION OF THE
LICENSED SOFTWARE TO ACHIEVE ITS INTENDED RESULTS AND FOR THE
INSTALLATION, USE, AND RESULTS OBTAINED FROM THE LICENSED SOFTWARE.
YOUR'S AND LICENSEE'S SOLE REMEDIES AND ALTERA'S, ITS LICENSORS' AND
THE AUTHORIZED DISTRIBUTORS' ENTIRE LIABILITY ARE AS SET FORTH ABOVE.
Some jurisdictions do not permit the exclusion of implied warranties,
so the above exclusion may not apply to You or Licensee, but shall be
interpreted to apply to the maximum extent permissible under
applicable law.
12. Support Services. After expiration of the Warranty Period, upon
payment of the applicable support fee Altera or its Authorized
Distributor, as the case may be, Altera or the Authorized Distributor
shall: (i) be obligated to provide Support for the Licensed Software
(including bug fixes, error corrections and any other updates) made
generally available by Altera to licensees that purchase support and
maintenance for a period of 12 months from the date of the license
purchase or renewal, or the date of the license activation, whichever
is later; and (ii) use commercially reasonable efforts to respond by
telephone or email to Your inquiries for support for the Licensed
Software. Any information collected by Altera or the Authorized
Distributor arising from or relating to Your requests for Support,
including but not limited to design files compiled using the Licensed
Software provided by You or Licensee for purposes of design
assistance, enhancement, and troubleshooting, may be used internally
by Altera for the purpose of improving future versions of the Licensed
Software and developing future products. Any such information will
not be disclosed by Altera to any third parties other than its
subsidiaries, its Authorized Distributors, its authorized sales
representatives, and to You.
13. Limitation of Liability. Under no circumstances shall Altera,
its licensors, or an Authorized Distributor be liable to You, Licensee
or to any third party in an amount greater than One Thousand Dollars
($1,000.00) or the subscription fee paid by Licensee to Altera or the
Authorized Distributor for the Licensed Software covered by this
Quartus Agreement. You or Licensee may not sublicense, assign, or
transfer the license rights granted herein, or disclose any trade
secrets associated with the Licensed Software, except as expressly
provided in this Quartus Agreement. Any attempt to sublicense,
assign, or transfer any of the rights, duties, or obligations
hereunder is void and shall automatically terminate any licenses and
rights granted under this Quartus Agreement.
14. Choice of Law/Venue. This Agreement will be governed by the laws
of the State of California, United States of America, without
reference to its choice of laws provisions. You and Licensee agree
to submit to the exclusive jurisdiction of the state and federal
courts in the County of Santa Clara, State of California for the
resolution of any dispute or claim arising out of or relating to this
Agreement. The prevailing party in any legal action, settlement or
arbitration arising out of this Agreement shall be entitled to
reimbursement for its expenses, including court costs and reasonable
attorneys' fees, in addition to any other rights and remedies such
party may have.
15. Export Control. You and Licensee shall not transfer any
Confidential Information, the Licensed Software, the Documentation or
any modifications or portions of any of the foregoing to any U.S.
sanctioned or embargoed country, or to nationals or residents of such
countries, including but not limited to a foreign national having a
last citizenship or permanent residency of Cuba, Iran, Lybia, North
Korea, Sudan, or Syria, and/or to any country subject to trade
sanctions, as may be revised from time to time; or transfer the
Licensed Software to any party where the end use involves hazardous
uses, including but not limited to nuclear, chemical, and/or
biological weapons, missiles, drones, or space launch systems capable
of delivering such weapons.
16. U.S. Government Restricted Rights. You and Licensee acknowledge
and agree that all software and software-related items licensed to
Licensee by Altera pursuant to this Agreement are "Commercial Computer
Software" or "Commercial Computer Software Documentation" as defined
in FAR 12.212 for civilian agencies and DFARS 227-7202 for military
agencies (as amended) and in the event You are permitted under this
Quartus Agreement to provide such items to the U.S. government, such
items shall be provided under terms that are at least as restrictive
as the provisions of this Quartus Agreement. The
Contractor/manufacturer is Altera Corporation, 101 Innovation Drive,
San Jose, CA 95134 and its licensors.
17. Assignment. Altera reserves the right to transfer any and all
information collected by the TalkBack feature from users of the
Licensed Software to a third party in the event that we sell, merge
or transfer all or substantially all of our assets related to the
Licensed Software to such third party.
18. Access to Information on the ALTERA Cloud Site. If enabled, all
users have the ability to view the compile data transmitted by logging
into the https://cloud.altera.com ALTERA cloud site with the same user
account specified when enabling the Quartus Prime notifications feature.
From this site, any users can browse the compile status data, or
delete/purge results as they wish.
19. TalkBack(TM) and Problem Reporter Notice, Consent and Opt-Out.
19.1 Information Collected and Transmission of Information.
TalkBack is a feature of the Licensed Software that electronically
transmits to Altera various data concerning Your Use of the Licensed
Software. No actual logic designs or machine-executable binary form
of cores used to program an Altera Device that are processed with the
Licensed Software will be collected or transmitted with TalkBack. The
types of data TalkBack transmits to Altera include: (i) constraint
data (location assignments, clock and timing requirement and
assignments, and any constraints set via the Quartus PRIME GUI
(graphical user interface); (ii) device data (targeted device and
family); (iii) compilation data (device, memory and I/O utilization,
and time of compilation); (iv) design data (the number of each type of
file used, name of top file, intellectual property cores/MegaCore
logic functions used, and intellectual property parametrization); (v)
Licensed Software tools (synthesis, simulation and timing analysis
tools used, and version and build of the Licensed Software); (vi)
platform data (operating system, speed and number of processors and
main memory); (vii) license file identification number (T-Guard, host
ID, NIC ID or C: drive); (viii) GUI activities and Licensed Software
errors log data (previous exit status); and (ix) help access data.
Altera may correlate the data collected by TalkBack primarily through
the FlexNet License Key to determine the identity of Licensee and
Users.
19.2 Transmission of Information. TalkBack functions by
bundling the collected data resulting from Your Use of the Licensed
Software and writing it to html and/or xml files which are
electronically transmitted over the internet to Altera by hypertext
transfer protocol secure post (https). TalkBack will only maintain up
to fifteen (15) files at any given time (i.e., the last five (5) sent
files and up to ten (10) unsent files). As new files are created,
prior files (whether or not previously transmitted) will be deleted.
Each saved file will be less than 500 KB in size and can be viewed as
text files found in the temporary directory on Your hard drive
(typically in /tmp, c:/temp, or c:\documents and
setting\username\local settings\temp). If the https transmission
fails, or an internet connection is not available at the time of the
attempted transmission, the data is stored as an html and/or xml file.
TalkBack will not initiate an internet connection. Once an internet
connection is achieved, the https transmission will be attempted again
upon re-compilation. Files that have not been successfully
transmitted will be named "quartus_talkback*.xml", while successfully
transmitted files will be renamed as "sent_quartus_talkback*.xml."
The performance of the Licensed Software will not be materially
affected by the operation of TalkBack.
19.3 Non-disclosure and Protection of Information Collected; Use
of Information. Altera uses the data received through TalkBack in
order to continuously improve the Licensed Software and other
products, technology and services Altera offers to customers. This
information will not be used to send You any sales and marketing
communications, and we will only send You such information if You have
previously consented to receive such communications.
Altera uses all reasonable efforts to maintain the privacy of the
data during transmission and after receipt by Altera through firewalls
and other commonly available physical and technical security measures.
However, due to technological limitations and the transmission of data
through internet service providers not under contract with Altera, and
the risk of unlawful interceptions and accessing of transmissions
and/or data, Altera cannot guarantee, and You and Licensee should not
expect, that Licensee's information will be absolutely protected or be
maintained with absolute confidentiality at all times. The
information collected by the TalkBack feature will not be disclosed
to any third parties other than Altera's subsidiaries and the company
on behalf of whom You are using the Quartus Prime software (collectively,
"Partners"). In addition to disclosures to Altera Partners, Altera
may disclose data collected by Talkback related to Licensee and its
Users with or without prior notice, when Altera reasonably believes
applicable law requires such disclosure, in response to subpoenas or
official requests from governmental or administrative agencies, to
protect Altera's business or systems, or to respond to an emergency.
19.4 Enabling/Disabling TalkBack. TalkBack will collect
and provide certain information to Altera. By downloading,
installing, copying or using the Licensed Software, or by paying a
subscription fee, You hereby agree that you have been fully informed
about the purposes for which your information will be used, and You
give Your consent for Altera to use this information both within and
outside of the European Union for the purposes described in this
TalkBack disclosure notice. You may disable or enable TalkBack by
running QTB_INSTALL.EXE located in Licensee's Quartus/bin folder.
19.5 Enabling/Disabling Problem Reporter. Problem
Reporter will collect and provide certain information to Altera
concerning Your Use of the Licensed Software, in the event of a
software crash. No logic designs or machine-executable binary form
of cores used to program an Altera Device that are processed with the
Licensed Software will be collected or transmitted with Problem
Reporter. The types of data Problem Reporter transmits to Altera
include: (i) Licensed Software tools (tools used, and version and
build of the Licensed Software); (ii) platform data (operating
system); and (iii) Licensed Software errors log data (previous exit
status). By downloading, installing, copying or using the Licensed
Software, or by paying a subscription fee, You hereby agree that you
have been fully informed about the purposes for which your information
will be used, and You give Your consent for Altera to use this
information both within and outside of the European Union for the
purposes described in this Problem Reporter disclosure notice. You
may disable or enable Problem Reporter at any time by making the
appropriate setting in the Quartus Prime "Options > Internet
Connectivity" dialog box in the Quartus Prime software graphical user
interface.
20. General Terms. This Quartus Agreement is entered into for the
benefit of Altera, its licensors and Authorized Distributors, and all
rights granted to You and Licensee, and all obligations owed to
Altera, its licensors and the Authorized Distributors shall be
enforceable by Altera, its licensors and the Authorized Distributors.
No modification of this Quartus Agreement will be binding unless in
writing and signed by authorized representatives of each party. If
any of the provisions of this Quartus Agreement are found to be in
violation of applicable law, void, or unenforceable, then such
provisions shall be deemed to be deleted from the Quartus Agreement,
but the remaining provisions of the Quartus Agreement shall remain in
full force and effect. If You have any questions concerning this
Quartus Agreement, including questions relating to software
maintenance or warranty service, please contact Altera Corporation,
101 Innovation Drive, San Jose, CA 95134.
By downloading, installing, copying or using the Licensed Software, or
by paying a subscription or other applicable fee, You acknowledge that
You have read this Quartus Agreement, understand it, and agree to be
bound by its terms and conditions. You further agree that the
Quartus Agreement is the complete and entire agreement of the parties
with respect to the subject matter hereof. No statements, promises or
representations have been made by one party to the other, or are
relied upon by either party when entering into this Quartus Agreement.
All prior and contemporaneous discussions and negotiations, whether
verbal or written, are merged into and superseded by the Quartus
Agreement. No entity or person not a party hereto shall have any
interest under this Quartus Agreement, or be deemed to be a third
party beneficiary of the Quartus Agreement. If the Agreement
terminates for any reason, all definitions in this Agreement and the
rights, obligations, and restrictions under Paragraphs 1
(Definitions); 5 (Confidential Information; 6 (Restrictions on Use); 7
(No Other Licenses or Intellectual Property Rights); 8 (Third Party
Licensors); 10 (Limited Warranty and Remedies); 11 (Disclaimer of
Warranties); 13 (Limitation of Liability); 14 (Choice of Law/Venue);
15 (Export Control); 16 (U.S. Government Restricted Rights); 17
(Assignment); and 20 (General Terms) shall survive termination of this
Agreement.
[END OF QUARTUS PRIME, VERSION 15.1 LICENSE AGREEMENT]
MEGACORE(R) FUNCTION VERSION 15.1 LICENSE AGREEMENT
Copyright (C) 1991-2015 Altera(R) Corporation. All rights
reserved. "Megacore" is a registered trademark of Altera Corporation
in the U.S. and other countries. Any other trademarks and trade names
referenced here are the property of their respective owners.
PLEASE REVIEW THE FOLLOWING TERMS AND CONDITIONS IN THIS MEGACORE
FUNCTION LICENSE AGREEMENT (THE "MEGACORE AGREEMENT" OR "AGREEMENT")
CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE LICENSED
SOFTWARE. BY: (A) DOWNLOADING, INSTALLING, COPYING OR USING THE
LICENSED SOFTWARE; OR (B) PAYING A LICENSE FEE OR OTHER FEE TO ALTERA;
OR (C) PAYING A FEE TO AN AUTHORIZED DISTRIBUTOR, YOU INDICATE YOUR
ACCEPTANCE OF THIS MEGACORE AGREEMENT. IN THE EVENT OF ANY
INCONSISTENCY BETWEEN THE TERMS OF THE MEGACORE AGREEMENT AND YOUR
AGREEMENT WITH AN AUTHORIZED DISTRIBUTOR, THIS MEGACORE AGREEMENT WILL
GOVERN AND CONTROL, EXCEPT WITH REGARDS TO PAYMENT TERMS.
Certain files, programs, or other materials provided in connection
with the Licensed Software may originate or contain components from
Third Party Licensors and are licensed to Licensee pursuant to the
terms of the applicable Third Party License appearing upon activation
or installation of the Licensed Software, and/or are contained or
described in associated release notes, header source files, or other
documentation. Any such additional terms, and conditions or
restrictions will also be listed in a separate file called "Third
Party Licenses Document". You agree to carefully review and comply
with the terms of such Third Party Licenses. NOTWITHSTANDING ANYTHING
TO THE CONTRARY IN THE AGREEMENT, AS BETWEEN LICENSEE AND ALTERA, AND
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH THIRD
PARTY LICENSES SHALL BE SUBJECT TO SECTION 5.3 (DISCLAIMER OF
WARRANTIES), SECTION 10 (LIMITATION OF LIABILITY) AND SECTION 11.6
(GOVERNING LAW). ALTERA OFFERS NO WARRANTIES (WHETHER EXPRESS OR
IMPLIED); INDEMNIFICATION; AND/OR SUPPORT OF ANY KIND WITH RESPECT TO
THIRD PARTY MATERIALS, EXCEPT THAT WE WILL PASS THROUGH TO YOU, IF AND
TO THE EXTENT AVAILABLE, ANY WARRANTIES EXPRESSLY PROVIDED TO US BY
THIRD PARTY LICENSORS RELATING TO SUCH THIRD PARTY MATERIALS.
IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS MEGACORE
AGREEMENT OR THE TERMS OF ANY OF ITS THIRD PARTY LICENSES, DO NOT
DOWNLOAD, COPY, INSTALL OR USE THE LICENSED SOFTWARE. IF YOU HAVE
ALREADY DOWNLOADED THE LICENSED SOFTWARE, PLEASE UNINSTALL IT AND
IRREVOCABLY DESTROY ANY COPIES YOU HAVE MADE AS SOON AS POSSIBLE. IF
YOU HAVE RECEIVED A COPY OF THE LICENSED SOFTWARE ON DVD OR OTHER
MANNER THAN ELECTRONIC DOWNLOAD, PLEASE RETURN THE LICENSED SOFTWARE
UNUSED TO ALTERA OR THE AUTHORIZED DISTRIBUTOR FROM WHICH YOU OBTAINED
THE LICENSE PROMPTLY.
1. Definitions.
"Altera" means Altera Corporation, including its affiliates and
subsidiaries worldwide.
"Altera Devices" means programmable logic devices, including field
programmable gate arrays ("FPGAs") devices or complex programmable
logic devices ("CPLDs") structured application specific integrated
circuit devices, and/or any other semiconductor devices designed,
developed or manufactured by or on behalf of Altera.
"Authorized Contractors" means a person, company, or other entity
that: (i) provides design, testing, or integration services for
Licensee, but such integration services shall be performed solely for
implementation within Altera Devices; and who is (ii) is subject to a
written confidentiality agreement protecting Altera's Confidential
Information with restrictions no less restrictive than those contained
in this MegaCore Agreement, and Licensee shall enforce such agreement
in the same fashion as it would enforce its own confidentiality
agreements of similar importance. Any access to or use of the
Licensed Software or the Licensed Product by the Authorized Contractor
is subject to the following: (a) such access and/or use shall be for
the sole benefit of Licensee; (b) a breach of the MegaCore Agreement
or the terms of any other Altera agreement by the Authorized
Contractor shall be deemed to be a breach of such agreement(s) by
Licensee, and Licensee shall be liable for any acts or omissions of
the Authorized Contractor; (c) Licensee shall ensure that in no event
will any such Authorized Contractor be a competitor of Altera.
"Authorized Distributor(s)" means a reseller, OEM, ODM, or any other
distributor that is authorized by Altera to license the Licensed
Software in a valid agreement entered into between Altera and such
reseller or distributor.
"Checkout License" means a time-limited license granted by Altera
associated with an existing Floating License to install and Use the
Licensed Software on a single fixed standalone computer for use by a
single user. This license shall expire after a specified time as
designated by Altera. The total number of Checkout Licenses that may
be granted in relation to a single Floating License may not exceed the
total number of individual Seats associated with such Floating
License.
"Concurrent Users" means the number of simultaneous users accessing
the Licensed Software. For example, a 20-seat concurrent use license
would allow 20 users to log in and use the Licensed Software at one
time, but the 21st user attempting to check in would be blocked and
unable to do so until one other user checks out.
"Confidential Information" means and includes, but is not limited to:
(i) the Licensed Software (whether provided in source code or binary
form, including any modifications, derivatives, updates and upgrades
thereto) and the algorithms, concepts, techniques, methods and
processes embodied therein; (ii) the Licensed Products and all
information and specifications associated therewith; (iii) any
business, marketing, technical, scientific, or financial information
disclosed to You by Altera or an Authorized Distributor; or (iv) any
information which, at the time of disclosure, is designated in writing
as confidential or proprietary, or similar designation, is disclosed
in circumstances of confidence, or would be reasonably understood by a
person, exercising business judgment, to be confidential.
"Designated Equipment" means the computer system that is owned or
leased by You and operated on Your premises, and identified by a
network interface card ("NIC") or host ID number on which the Licensed
Software is installed and Used, and which has the configuration,
capacity, operating system version level, and pre-requisite
applications described in the Documentation as necessary for the
operation of the Licensed Software, and is designated by the NIC /host
ID in the License Key as the computer system on which the License Key
management software will be installed.
"Derivative Works" means any derivatives or modifications of the
Licensed Software created by You or by a third party on Your behalf,
including: (i) for copyrightable or copyrighted material, any
translation, abridgement, revision or other form in which an existing
work may be recast, transformed or adapted; (ii) for work protected by
topography or mask right, any translation, abridgement, revision or
other form in which an existing work may be recast, transformed or
adapted; (iii) for patentable or patented material, any improvements;
and (iv) for material protected by trade secret, any new material
derived from or employing such trade secret.
"Fixed with Companion License" means a license to install: (i) the
Licensed Software on a fixed standalone computer for Use by a single
User; and (ii) the Licensed Software on up to two companion fixed
standalone computers. Under this license, only one Seat may be used
by a single User at any given time.
"Floating Node Seat" is a license that allows the Licensed Software
to be: (i) installed on and accessed from any number of computers on a
network environment; (ii) Used by the permitted number of Concurrent
Users that is equal to the number of Seats licensed as determined by
the License Key; and (iii) Used for the sole purposes of developing,
programming, synthesizing, testing and verifying designs for Altera
Devices.
"Intellectual Property Rights" means all (i) patents, patent
applications, patent disclosures and inventions (whether patentable or
not); (ii) trademarks, service marks, trade dress, trade names, logos,
corporate names, Internet domain names, and registrations and
applications for the registration for any of them, together with all
goodwill associated therewith; (iii) copyrights and copyrightable
works (including computer programs and mask works) and registrations
and applications for registration; (iv) trade secrets, know-how and
other such Confidential Information; (v) waivable or assignable rights
of publicity, waivable or assignable moral rights; (vi) unregistered
and registered design rights and any applications for registration;
(vii) database rights and all other forms of intellectual property,
such as data; and (viii) any and all similar or equivalent rights
throughout the world.
"License Key" means a FlexNet license key, license file, license
manager, dongle or other key, code or information provided by Altera
that: (i) enables a User to, operate and/or regulate User access to
the Licensed Software; and (ii) describes the version number of the
Licensed Software and lists the number of Concurrent Users authorized
to Use the Licensed Software.
"License Period" means the period of time Licensee has Use of the
Licensed Software as governed by the License Key.
"Licensee" means an individual, corporation or other legal entity to
which Altera has issued a Seat of the Licensed Software.
"Licensed Software" means (i) the applicable MegaCore Function; (ii)
any format test benches (if applicable) and/or suite of test vectors
(if applicable); and (iii) the Specification (if applicable) related
to the foregoing, and is enabled via the License Key, but does not
include Unlicensed Software components, files, or portions
specifically identified as not being included, licensed or enabled via
the License Key.
"Licensed Products" means any Altera Device(s) in which the Licensed
Software, in whole or in part (or as modified by Licensee or an
Authorized Contractor) are incorporated or implemented pursuant to the
provisions of this MegaCore Agreement.
"Maintenance Expiration Date" is set as 12 months from the latter of
date of license/ license renewal and license activation. The
Maintenance Expiration date for each seat license is noted in the
license key. Further description is provided in Section 9.1 below.
"MegaCore Function" means one or more design files, including
encrypted netlists, RTL, test vectors, simulation models (such as VHDL
, Verilog HDL, Quartus simulation, Matlab, Simulink, Verisity,
Specman, Synopsys, Vera, etc.) and other models, each of which may be
provided in either as unencrypted source code or object code formats,
or in encrypted netlist or encrypted source code formats, and memory
controllers provided in source code format, where each is designed to
implement or supports the design of a specific function into an Altera
Device, together with any updates Altera may provide to You pursuant
to this MegaCore Agreement, except for components, files, or portions
that are subject to any license agreement(s) set forth in any Third
Party Licenses document or file.
"OpenCore Plus Evaluation Mode" means a limited licensing feature
offered by Altera that permits free evaluation of a MegaCore Function
upon installation and prior to payment of a licensing fee.
"Seat" means the right granted under this Agreement by Altera to Use
the Licensed Software by a single User in accordance with the terms
and conditions of this Agreement or an Authorized Distributor's
license agreement. A Seat is either a Floating Node Seat or a Fixed
with Companion License, which is enabled via a License Key.
"Specification" means technical data in human or machine readable
form furnished by Altera which: (i) provides operating instructions
for using the Licensed Software, or (ii) explains the capabilities and
functions of such items, and any full or partial copies of any such
technical data.
"Support" means any support or maintenance services provided to
Licensee by Altera, an Authorized Distributor, and/or authorized
Altera representatives in responding to email, telephone, or other
inquiries from You for maintenance, technical, or other support
requests in connection with the Licensed Software or the Licensed
Products.
"Third Party Licenses" is a separate file, header, or release notes
that contains additional terms, conditions or restrictions imposed by
Third Party Licensors. Such Third Party Licenses will be identified
in a Third Party Licenses Document describing each Third Party License
associated with every Altera product. A hyperlink to an Altera
database containing the text of all Third Party Licenses may be
accessed by clicking on the applicable line in the Third Party
Licenses Document.
"Third Party Licensors" means and includes any third party that
licenses or provides Third Party Materials to Altera.
"Third Party Materials" are materials or components included in the
download or the DVD, as applicable, that include but are not limited
to software, code portions or files owned by Third Party Licensors,
and are provided subject to Third Party Licenses.
"Unlicensed Software" means any Altera computer programs or code in
any format for which Licensee does not hold an active License Key
issued by Altera, including but not limited to any non-subscribed or
disabled features.
"Use" means downloading, installing, using and copying all or any
portion of the Licensed Software into the Designated Equipment for
processing the instructions contained in the Licensed Software, and/or
loading data into or displaying, viewing or extracting output results
from, or otherwise operating, any portion of the Licensed Software.
"User" or "You" means an individual identified by Licensee as a person
authorized to Use the Licensed Software on behalf of and for the
benefit of Licensee. If Licensee is an individual who obtained a Seat
for his/her individual use, Licensee and User are and will be one and
the same.
2. Grant of License, Restrictions and Limitations.
2.1. Altera License. Subject to and conditioned upon
Licensee's compliance with the terms and conditions of this Agreement,
including payment of the applicable license fee (unless You are using
the Licensed Software through the OpenCore Plus Evaluation Feature)
Altera hereby grants to Licensee a personal, worldwide, non-exclusive,
non-transferable, perpetual (but subject to termination as otherwise
described in this Agreement), royalty-free license with no right to
sublicense under Altera's copyright and trade secret rights embodied
in and to the Licensed Software to Use the Licensed Software during
the License Period solely to:
(a) design with, parameterize, compile, route, and
generate programming files and netlists with the Licensed Software,
solely for implementation in Altera Devices, provided You have: (i)
obtained from Altera a Fixed with Companion License or Checkout
License; or (ii) if You have purchased a Floating License, multiple
users on networked workstations up to the number of Concurrent Users
for which You have obtained licenses from Altera;
(b) program Altera Devices with the Licensed Software;
(c) exercise the rights granted in Sections (a) and (c) of
this Section 2.1 through Authorized Contractors;
(d) install the Licensed Software on one (1) or more
computers, as specified the Fixed with Companion License, Floating
License, or Checkout License (as applicable) You have obtained from
Altera. In accordance with the provisions of this Section 2.1 ;
(e) Except as otherwise provided in Section 10.2 below,
You may manufacture or have manufactured, market, offer for sale,
sell, or otherwise distribute or have distributed Your products
containing one or more Licensed Software; and
(f) Subject to Altera's prior written approval, upon the
negotiation of a mutually acceptable agreement and your payment to
Altera of license fees and royalties, You may incorporate the Licensed
Software within the approved ASIC for a specific project.
2.2 Use Restrictions. No right is granted under this
Agreement to use the Licensed Software or any machine-executable,
binary form of a core used to design, develop, or program a non-Altera
Devices. However, You may port ASIC designs to Altera Devices for the
sole purposes of prototyping and verification. Altera specifically
disclaims any liability for results obtained when using the Licensed
Software to program non-Altera Devices. Additionally, Licensee may
not: (i) modify or synthesize any simulation model output files
generated from or resulting from the Licensed Software, (ii) use, and
shall prevent any third parties or Authorized Contractors from using,
the Licensed Software to program programmable logic devices, field
programmable gate arrays ("FPGAs"), application specific integrated
circuits, application specific standard products, or any other
integrated circuit products designed or manufactured by any company or
entity other than Altera; (iii) except as otherwise permitted under
this Agreement, You may not sublicense or transfer the Licensed
Software and any rights granted under this Agreement. If Licensee
transfers possession or control of the Licensed Software (including
any modifications or portions thereof) or any rights granted under
this Agreement to a third party, this license shall automatically
terminate without notice; (iv) Licensee may not decompile,
disassemble, reverse engineer, or otherwise attempt to access or
derive the source code of the Licensed Software, or any algorithms,
concepts, techniques, methods or processes embodied therein, or reduce
the source code of the Licensed Software to a human readable form
("Reverse Engineer") except as otherwise permitted in this Agreement,
or as permitted by applicable law. In such case, Licensee may Reverse
Engineer, but only after giving written notice to Altera, and only to
the extent permitted by the Agreement or applicable law; and (v) You
or Licensee may not publish or disclose the results of any
benchmarking or testing of the Licensed Software or portions thereof,
or use such results for Licensee's own competing software development
activities, without the prior written permission of Altera.
2.3. OpenCore Plus Evaluation License. Notwithstanding
anything to the contrary in Section 2.1 above, if You are using the
Licensed Software through the OpenCore Plus Evaluation Feature, Your
license is more limited than the license granted by Altera in Section
2.1 above. Altera grants to You a temporary, limited, nonexclusive,
nontransferable, single Concurrent User right and license to: (a)
evaluate the logic designs of Altera Devices by performing the
following functions: design entry, timing, place and route,
compilation and verification of logic designs for Altera Devices; and
(b) evaluate the hardware in Altera Devices by programming the
MegaCore Function into such Altera Devices, but only for so long as
the Altera Device is continuously connected via a programming cable to
a host development computer that is running the Altera development
tool programmer software. Otherwise, the Licensed Software will
operate for a predetermined amount of time, after which the Licensed
Software is automatically disabled and will be inoperable. Certain
features and functions of the Licensed Software may be disabled by
Altera during the OpenCore Plus evaluation. In no event will Altera
be held liable for any damages or losses to You, Licensee or any
third-party resulting from the automatic disabling of any MegaCore
functions obtained through Altera's Opencore Plus evaluation license.
2.4. Reservation of Rights. Except for the licenses expressly
granted to You or Licensee in this Section 2, no other licenses are
granted to Licensee or You by implication, estoppel, or otherwise, and
all rights not expressly granted to Licensee or You in this Section 2
are reserved by Altera.
2.5. Delivery of Licensed Software. The Licensed Software will
be delivered electronically, and will be accepted upon delivery. You
may copy the Licensed Software solely for back-up or archival
purposes, and may use the Licensed Software over a network.
2.6. License Key. Altera will deliver the License Key to You
after Altera's receipt of all information required to generate the
License Key, including the product name and quantity of Seats licensed
for the designated server or computer onto which You will install the
License Key management software. In accordance with its distribution
method, Altera may include with the Licensed Software additional
Unlicensed Software to which the License Key will not permit access.
Inclusion of such Unlicensed Software in no way implies a license from
Altera to access or use such Unlicensed Software, and You agree not to
access or use such Unlicensed Software, unless the License Key
specifically authorizes such access and use.
2.7. Intellectual Property Rights Notices. Any copies of the
Licensed Software made by or for Licensee or You shall include all
intellectual Property Rights notices. Licensee will not, and shall
cause its Authorized Contractors and its customers and/or end users to
not remove any Altera Intellectual Property Rights notices from the
Licensed Software. Any copy of the Licensed Software or portions
thereof, including but not limited to any modified versions,
Derivative Works, any portion merged into a design, and/or any design
or product that incorporates all or any portion of the Licensed
Software, will continue to be subject to the terms and conditions of
this Agreement.
2.8. Feedback. If You provide Altera with any comments or
suggestions with respect to the modification, correction, improvement,
or enhancement of: (i) the Licensed Software or portions thereof; (ii)
any Confidential Information disclosed by Altera to You; or (iii)
Licensed Products that may embody such Confidential Information
(collectively, the "Feedback") then You and Licensee agree to grant
and hereby grant to Altera a nonexclusive, irrevocable, perpetual,
worldwide, royalty-free, fully paid up right and license under any
Intellectual Property Rights You may have in and to the Feedback,
including but not limited to the following rights: (a) create
Derivative Works of the Feedback; (b) modify, enhance, and customize
the Feedback; (c) sublicense the Feedback to Altera licensees and
customers; and (d) market, perform, copy, have copied, make, have
made, Use, offer to sell, sell, and otherwise distribute Altera's and
its sublicensees' products including or embodying Feedback in any
manner and via any media Altera chooses.
2.9. No Other Licenses or Grant of Intellectual Property Rights.
Except as provided in this Agreement, neither party grants to the
other party, either directly or indirectly, by implication, or by way
of estoppel, any license or any other right under such party's
Intellectual Property Rights. You and Licensee acknowledge and agree
that: (i) this Agreement does not grant to Licensee any right to
practice, or any other right at all with respect to, any patent of
Altera or its licensors, and a separate license agreement from Altera
or its licensors is needed to use or practice any patent of Altera or
its licensors. Licensee, on behalf of its Users, affiliates and
subsidiaries, agrees not to contend in any context that, as a result
of this Agreement, either Altera or its licensors have any obligation
to extend, or Licensee, its Users or any other party has obtained any
right to, any license, whether express or implied, with respect to any
patent of Altera or its licensors, for any purpose whatsoever.
3. Ownership and Future Development.
3.1. Ownership of Licensed Software. As between Licensee, You
and Altera, You and Licensee acknowledge and agree that Altera and
its licensors have and shall have exclusive ownership of all worldwide
right, title and interest in and to the Licensed Software and all
Intellectual Property Rights and industrial rights associated
therewith, including but not limited to enhancements, corrections,
improvements, modified versions, or Derivative Works of all the
foregoing, in whole or in part, whether developed or co-developed by
Altera, or developed or co-developed by Licensee pursuant to this
Agreement. To assist Altera in perfecting its ownership rights in and
to the intellectual property described in this Section 3.1, You and
Licensee agree to assign and hereby assign to Altera all Intellectual
Property Rights that You and Licensee may otherwise have acquired in
and to the intellectual property described herein, and You and
Licensee agree to assist and cooperate with Altera in all reasonable
respects in: (a) any actions to establish, transfer, or maintain such
ownership rights, including executing any documents associated
therewith; and (b) actions of enforcement of such ownership rights.
To the extent that any rights You and/or Licensee may have acquired
cannot be assigned under applicable law (for example, moral rights),
You and Licensee agree to waive and hereby waive any and all rights
related to the Intellectual Property Right described in this Section
3.1, including without limitation any and all rights of identification
of authorship and any and all rights of approval, restrictions or
limitation on use, or subsequent modification.
3.2. Licensee recognizes and acknowledges that Altera is or
may be independently developing for commercial use products that may
be complementary to or competitive with Licensee's products and may in
future independently develop products that may compete with Licensee's
products. Nothing in this Agreement shall limit Altera's independent
development and marketing or distribution of any products or systems,
provided such independent development is accomplished without use of
Licensee's confidential information. The existence of this Agreement
shall not prevent Altera from undertaking discussions with third
parties, including Licensee's competitors.
4. Confidential Information. The Confidential Information
constitutes trade secrets and confidential and proprietary information
of Altera and its licensors, and You and Licensee agree not to access
or Use the Licensed Software or portions thereof, directly or
indirectly, except and to the extent expressly permitted under this
Agreement or by applicable law. Altera and its licensors retain all
rights in and to the Licensed Software, modifications, derivatives,
updates, and upgrades, and all Intellectual Property Rights associated
with any of the foregoing. No other rights or licenses are granted by
implication, estoppel or otherwise, to You, Licensee, or any third
party.
4.1. With respect to Confidential Information, You and
Licensee agree: (a) to use at least the same degree of care as
Licensee uses with respect to its own Confidential Information of
similar importance, but in no event less than reasonable care, to
prevent any Confidential Information from being disclosed to any third
party, except as otherwise permitted by this Agreement; (b) not to use
or disclose Confidential Information for any purpose except to the
extent necessary and for the purpose of programming Altera Devices
with the Licensed Software (the "Intended Purpose"); and (c) to
restrict the disclosure and possession of Confidential Information
solely to those of Licensee's Users, employees and Authorized
Contractors with a need to know/need to access for the Intended
Purpose, who agree to be bound by written confidentiality agreements
no less strict than those contained in this Agreement. Licensee
agrees to be liable to Altera for any breaches by Licensee, its Users,
employees and Authorized Contractors of the confidentiality
obligations in this Section 4.1.
4.2. You will have no obligations of confidentiality with
respect to any Confidential Information to the extent that it is: (a)
already in the public domain or falls into the public domain through
no breach of this Agreement (or any other obligation to Altera) by
You, Your employees and Authorized Contractors; (b) already rightfully
known to You without any obligation of confidentiality; (c) is
rightfully obtained by You from a third party; or (d) developed
independently by You, Your employees or Authorized Contractors without
breach of Your obligation of confidentiality under this Agreement.
With respect to a disclosure required by order of a court or an
authorized government agency, You may disclose Confidential
Information, provided: (i) that You give prompt written notice of any
such required disclosure to Altera; (ii) You disclose the Confidential
Information only to the extent required by such court or governmental
agency; and (iii) You provide reasonable assistance to Altera in its
efforts to protect the confidentiality of the Confidential Information
required to be disclosed.
4.3. Notwithstanding anything in this Agreement to the
contrary, Licensee agrees that Altera may disclose Licensee's identity
by name and address, and identify the Licensed Software licensed to
Licensee, to the extent required by its agreement with its licensors
and Authorized Distributors.
5. Limited Warranty and Disclaimer of Warranties.
5.1. Limited Warranty. Unless You are using the Licensed
Software through the OpenCore Plus Evaluation Feature (in which case
the limited warranty described in this Section 5 will not apply, and
the Licensed Software is provided to You on an "AS-IS", "with all
faults", and on a "no warranty" basis) Altera warrants that, until
the Maintenance Expiration Date (the "Warranty Period"), the Licensed
Software will conform to the Specifications in all material respects
if used in compliance with the terms and conditions of this Agreement.
This warranty is personal to Licensee, and is not transferable to end-
user customers or to any third party. If the Licensed Software does
not materially conform to its Specifications, You agree to promptly
notify Altera in writing of such alleged nonconformance, and provide
sufficient details or evidence to allow Altera to reproduce the
alleged defect or nonconformance. Altera shall have no obligation to
remedy any nonconformance or defect it cannot replicate. During the
Warranty Period, Altera may, at Altera's sole option: (i) replace any
Licensed Software not meeting the foregoing warranty (either directly
or through its Authorized Distributor) provided the Licensed Software
is returned to Altera or the Authorized Distributor with adequate
proof of purchase; or (ii) if Altera is unable to remedy the defect or
nonconformance after reasonable commercial efforts, Altera may elect
to refund to Licensee the license fee actually paid for the Licensed
Software during the previous twelve (12) months. Any replacement
Licensed Software will be warranted for the remainder of the original
Warranty Period or thirty (30) days, whichever is longer. Your sole
remedy, and Altera's sole obligation for a breach of the warranty in
this Section 5.1 shall be replacement or the refund specified in
subsections (i) and (ii) above. If Altera refunds the license fee in
accordance with subsection (ii) above, Licensee's license and any
rights under this Agreement will terminate immediately, and You agree
to irrevocably destroy the nonconforming Licensed Software including
any copies thereof and portions thereof incorporated into a design or
product, and certify in writing to its destruction to Altera.
5.2. The foregoing warranty in Section 5.1 extends only to
the Licensed Software in the form delivered by Altera and its
Authorized Distributors to Licensee, and not to any: (a)
modifications not made by Altera or its Authorized Distributor; (b)
misuse, abuse, or use of the Licensed Software outside its Intended
Purpose; (c) failure to use compatible Altera Devices as set forth in
the Specifications; or (d) Third Party Materials.
5.3. Disclaimer of Warranties. THE FOREGOING WARRANTIES ARE
IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO
THE LICENSED SOFTWARE OR SUPPORT SERVICES, INCLUDING BUT NOT LIMITED
TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY IMPLIED
WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF
PERFORMANCE OR USAGE OF TRADE. ALTERA DOES NOT WARRANT THAT THE
FUNCTIONS IN THE LICENSED SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS
OR THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED
OR ERROR-FREE, AND DOES NOT MAKE ANY REPRESENTATIONS REGARDING THE USE
OF THE LICENSED SOFTWARE FOR ACCURACY, RELIABILITY, OR OTHERWISE.
ALTERA EXPRESSLY DISCLAIMS ALL WARRANTIES NOT EXPRESSLY STATED IN THIS
AGREEMENT. EXCEPT AND TO THE EXTENT OTHERWISE PROVIDED UNDER THIS
AGREEMENT, LICENSEE ASSUMES THE ENTIRE RISK AS TO THE QUALITY AND
PERFORMANCE OF THE LICENSED SOFTWARE AND ANY DESIGN OR PRODUCT IN
WHICH THE LICENSED SOFTWARE MAY BE USED, INCLUDING, WITHOUT
LIMITATION, ANY LICENSED PRODUCTS. No representation or other
affirmation of fact, including but limited to statements regarding
capacity, suitability for use or performance of the Licensed Software,
whether made by Altera employees or otherwise, shall be deemed to be a
warranty for any purpose or give rise to any liability of Altera
whatsoever. Some jurisdictions do not allow the exclusion of implied
warranties, so the above exclusions may not apply to You or Licensee,
but shall be interpreted to apply to the maximum extent permissible
under applicable law.
6. Third Party Licensors. The Licensed Software may contain or
include Third Party Materials licensed or provided to Altera by third
parties (the "Third Party Licensors") which may be subject to
additional terms and conditions or restrictions imposed by such Third
Party Licensors in a separate license agreement (the "Third Party
Licenses"). Such Third Party Licenses will be identified in a
separate file, header, or release notes, and the Third Party Licenses
document describing each such Third Party Licenses associated with
every Altera product. A hyperlink to an Altera database containing
the text of all Third Party Licenses may be accessed by clicking on
the applicable line in the Third Party Licenses document. With
respect to the Third Party Materials that are not governed by a
separate Third Party License, the Third Party Licensors of such Third
Party Materials are intended third party beneficiaries of the terms of
this Agreement.
7. Term and Termination.
7.1. Term. This Agreement will commence when you download
and install the Licensed Software, and will remain in effect unless
terminated by either party, or terminated in accordance with its
terms, whichever occurs first.
7.2. Termination. If the Licensed Software is licensed for
evaluation purposes as described in Section 2.3, then this Agreement
and the rights granted hereunder will automatically terminate in
accordance with Section 2.2 above, or upon notice by Altera.
Additionally, Altera may terminate this Agreement in accordance with
its terms. Licensee may terminate it at any time by uninstalling and
irrevocably destroying the Licensed Software, including all
modifications, copies, and all portions of the foregoing, and
certifying to such destruction in a writing signed by an officer of
Licensee. Altera may terminate the license immediately if You or
Licensee fail to comply with any material term or condition of this
Agreement, including but not limited to Licensee's breach of the
license rights granted in this Agreement, breach of Licensee's or Your
obligation of confidentiality, or if Licensee: (a) ceases to do
business or terminates its business operations; or (b) becomes
insolvent or seeks protection under any bankruptcy or liquidation or
similar proceedings.
7.3. Effect of Termination. Upon termination of this
Agreement for any reason, the licenses and any rights granted under
this Agreement shall terminate, and Licensee agrees to irrevocably
destroy, and shall cause any Licensee employees and Authorized
Contractors to irrevocably destroy, the Licensed Software and all
portions thereof in Your and Licensee's possession or under Your or
its control (including any portions thereof merged into a design or
Licensed Product not already distributed), and certify the same to
Altera in writing. You shall not continue to use the Licensed
Software or any portion thereof in development after termination of
the Agreement, but You may keep a single copy of the Licensed Software
solely for archival purposes, or to provide support to end users or
customers.
8. Maintenance and Support.
8.1. Unless Licensee has licensed the Licensed Software
through the OpenCore Plus Evaluation Feature, Altera will provide
support and maintenance for the Licensed Software until the date
listed in the license file for a particular MegaCore Function "in the
format YYYY.MM" (the "Maintenance Expiration Date"). After
expiration of the Warranty Period, upon payment of the applicable
support fee Altera or its Authorized Distributor, as the case may be,
shall: (i) be obligated to provide Support for the Licensed Software
(including bug fixes, error corrections and any other updates made
generally available by Altera to licensees that purchase support and
maintenance) for a period of 12 months from the date of the license
purchase or renewal, or the date of the license activation, whichever
is later; and (ii) use commercially reasonable efforts to provide to
You fixes to defects in the Licensed Software that cause the Licensed
Software not to conform in all material respects with the
Specifications that are diagnosed as non-conformances, and are capable
of replication by Altera; (iii) provide to You fixes and other updates
to the Licensed Software that Altera, in its sole discretion, chooses
to make generally available to its licensees without a separate
charge; and (iv) respond by telephone or email to Your inquiries for
support.
8.2. Exclusions. Altera is not and shall not be obligated
to provide any maintenance or support for Licensed Software obtained
through the OpenCore Plus Evaluation Feature. Except as described in
Section 8.1 above, Altera will not have any obligation to provide any
maintenance, support, or training, or to provide any error
corrections, updates, upgrades, new versions, other modifications, or
enhancements to the Licensed Software, the Altera Devices, or any
Licensed Products. Licensee will be responsible, at its own expense,
for providing technical support and training to any Licensee customers
and any other end users of the Licensed Software or Licensed Products,
and Altera will have no obligation to support any of the foregoing.
Licensee will be solely responsible for, and Altera shall have no
obligation to honor, any warranties that Licensee may provide to
Licensee customers or to any other end users of the Licensed Products.
9. Indemnification.
9.1. Subject to the provisions of this Agreement, and
provided Licensee has not acquired the Licensed Software through the
OpenCore Plus Evaluation License (in which case Altera is not
obligated to provide any defense or indemnification), Altera will
defend Licensee from and to the extent based on a claim by a third
party that the Licensed Software, in the form delivered by Altera or
its Authorized Distributor and used by Licensee and You in accordance
with this Agreement, infringes a third party's United States or
European Union copyright, trade secret or trademark, and will pay any
damages finally awarded as a result of the claim or amount agreed to
by Altera as part of a settlement, provided that: (i) Licensee
notifies Altera promptly in writing of any such claim, and (ii)
reasonably cooperates, at Altera's expense, in the defense or
settlement of such claim. Altera shall have sole authority to control
the defense and all related settlement negotiations, but Licensee
shall have the right to be represented by its own attorney, at its
sole expense. The foregoing indemnity does not extend to claims
resulting from: (a) any modifications of the Licensed Software by a
party other than Altera and its Authorized Distributors; (b) use of
the Licensed Software outside the scope of the licenses granted under
this Agreement; (c) the combination or use of the Licensed Software
with other products, software components or systems, to the extent
that the claim of infringement results from such combination or use;
(d) the use of other than the most recent version of the Licensed
Software, if the infringement claim would have been avoided by use of
the most recent version of Licensed Software; (e) any requirements
specified by Licensee; (f) any unauthorized use of the Licensed
Software, to the extent Altera has indicated in the Specifications
that third-party licenses may be required to use such Licensed
Software; or (g) any third party products, software, components,
systems, or materials.
9.2. Remedies. If, in Altera's judgment, the Use and/or
licensing of the Licensed Software is likely to be enjoined by a
court, Altera shall, at its option and expense (but subject to the
terms and conditions of this Agreement) either: (i) procure the right
to allow Licensee the continued rights to use the Licensed Software;
or (ii) replace or modify the Licensed Software so that it becomes
non-infringing, provided that the replacement or modified version
substantially meets the Specifications applicable to the original
Licensed Software. If Altera is unable, after exercising reasonable
commercial efforts, to obtain such license or provide such replacement
or modification, Altera may in its sole discretion terminate this
Agreement, in which case You and Licensee agree to irrevocably destroy
the Licensed Software, including all copies and portions thereof in
any form (including any portions thereof merged into a design or a
product that has not been distributed), and certify the same in
writing to Altera. Altera will refund the license fee paid during the
previous one (1) calendar year for such Licensed Software. Upon
performance by Altera of the remedies above, the liability of Altera
for such alleged infringement shall terminate with respect to all
damages arising from or relating to such alleged infringement after
the date of Altera's performance. Sections 9.1 and 9.2 of the
Agreement state Altera's entire liability, and Your and Licensee's
sole and exclusive remedies, with regards to infringement claims.
10. Limitation of Liability.
10.1. OpenCore Plus Evaluation License Limitation of
Liability. YOU UNDERSTAND AND AGREE THAT THE LICENSED SOFTWARE MAY BE
FUNCTION-, TIME-, OR CLOCK CYCLE LIMITED, AND THEREFORE YOU AND
LICENSEE ACKNOWLEDGE AND AGREE THAT IN NO EVENT WILL ALTERA BE HELD
LIABLE FOR ANY DAMAGES, LOSSES, COSTS, LIABILITIES OR EXPENSES TO YOU
OR TO ANY THIRD PARTY ARISING FROM OR RELATING TO THE AUTOMATIC
DISABLING OF ANY LICENSED SOFTWARE FUNCTIONS OBTAINED THROUGH THE
OPENCORE PLUS EVALUATION LICENSE.
10.2. No Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ALTERA, ITS LICENSORS OR
AUTHORIZED DISTRIBUTORS BE LIABLE TO YOU, TO LICENSEE, OR TO ANY THIRD
PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR
SPECIAL DAMAGES OF ANY KIND OR NATURE INCLUDING BUT NOT LIMITED TO
LOSS OF PROFITS, LOSS OR INACCURACY OF DATA, LOSS OF USE, COSTS OF
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES IN CONNECTION WITH THE
SUBJECT MATTER OF THIS AGREEMENT OR USE OF THE LICENSED SOFTWARE, IN
WHOLE OR IN PART, UNDER ANY THEORY OF LIABILITY, EVEN IF SUCH LOSSES
WERE REASONABLY FORESEEABLE OR ALTERA HAS BEEN ADVISED OF THE
POSSIBILITY OF OCCURRENCE OF SUCH DAMAGES.
10.3. Damages Cap. IN NO EVENT SHALL ALTERA'S TOTAL AGGREGATE
LIABILITY UNDER THIS AGREEMENT EXCEED THE LICENSE FEE ACTUALLY PAID
BY LICENSEE TO ALTERA FOR THE SPECIFIC LICENSE GIVING RISE TO THE
CLAIM FOR THE PRECEDING ONE (1) YEAR PERIOD.
10.4. Failure of Essential Purpose. WITHOUT LIMITING THE
FOREGOING, IT IS EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES HERETO
THAT EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A
LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY OR EXCLUSION OF
DAMAGES IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF
ANY OTHER SUCH PROVISION. FURTHER, IN THE EVENT THAT ANY REMEDY
HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL
LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SHALL REMAIN IN
EFFECT, TO THE MAXIMUM EFFECT PERMITTED BY APPLICABLE LAW.
10.5. Hazardous Applications and Uses. THE LICENSED SOFTWARE
IS NOT INTENDED OR DESIGNED TO BE FAIL-SAFE FOR USE IN ANY APPLICATION
REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS LIFE SUPPORT, SAFETY OR
MEDICAL DEVICE SYSTEMS, NUCLEAR FACILITIES, OR ANY OTHER APPLICATIONS
THAT COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PROPERTY OR
ENVIRONMENTAL DAMAGE (COLLECTIVELY, "HAZARDOUS APPLICATIONS"). THE
LICENSED SOFTWARE IS ALSO NOT DESIGNED OR INTENDED FOR USE WITH ANY
APPLICATIONS THAT CONTROL VEHICLES OR AIRCRAFT. LICENSEE AGREES THAT
PRIOR TO USING OR DISTRIBUTING ANY SYSTEMS DEVELOPED BY USE OF THE
LICENSED SOFTWARE OR THAT INCORPORATE A PORTION OF THE LICENSED
SOFTWARE, TO THOROUGHLY TEST SUCH SYSTEMS FOR SAFETY PURPOSES. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSEE ASSUMES ALL RISK
AND LIABILITY FOR ANY HAZARDOUS APPLICATIONS AND USES IN APPLICATONS
THAT CONTROL VEHICLES OR AIRCRAFT.
10.6 Altera is willing to enter into this Agreement only in
consideration of and in reliance of the terms and conditions contained
herein limiting Altera's exposure to liability. Such provisions
constitute an essential part of the bargain underlying this Agreement
and have been reflected in the consideration hereto. The parties
understand and agree that the exclusion of warranties, limitation of
liability, and the limitation of remedies allocate risks between the
parties as authorized under applicable law.
10.7. NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS OF
LIABILITY IN THIS SECTION 10 WILL NOT APPLY WITH RESPECT TO DEATH,
SERIOUS BODILY INJURY, OR DAMAGE TO PERSONAL PROPERTY RESULTING FROM A
PARTY'S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT.
11. General Terms and Conditions.
11.1. General Terms. This Agreement is entered into for the
benefit of Altera, its licensors, and Authorized Distributors, and all
rights granted to Licensee, its Users, and Authorized Contractors, and
obligations owed to Altera and the Authorized Distributors, shall be
enforceable by Altera, its licensors and the Authorized Distributors.
No modification of this Agreement will be binding unless in writing
and signed by authorized representatives of each party. If any of
the provisions of this Agreement are in violation of applicable law,
void, or unenforceable, then such provisions shall be deemed to be
deleted from the Agreement, but the remaining provisions shall remain
in full force and effect. If You have any questions concerning this
Agreement, including questions relating to software maintenance or
warranty service, please contact Altera Corporation, 101 Innovation
Drive, San Jose, CA 95134.
11.2. By downloading, installing, copying or using the
Licensed Software, or by paying a license or other applicable fee, You
acknowledge that You have read this Agreement, understand it, and
agree to be bound by its terms and conditions. You further agree
that the Agreement is the complete and entire agreement between You
and Altera with respect to the subject matter hereof. No statements,
promises or representations have been made by one party to the other,
or are relied upon by either party when entering into this Agreement.
All prior and contemporaneous discussions and negotiations, whether
verbal or written, are merged into and superseded by the Agreement.
No entity or person not a party hereto shall have any interest under
this Agreement, or be deemed to be a third party beneficiary thereof.
11.3. Audit Rights. Licensee agrees to keep complete and
accurate books and records which confirm its compliance with the terms
and conditions of this Agreement. Altera shall have a right to audit
Licensee's facilities and records, provided that such audit: (a) shall
be conducted at reasonable times, upon reasonable prior written
notice; (b) shall not unreasonably interfere with Licensee's normal
business operations. This Section 11.3 shall survive for three (3)
years after expiration or termination of this Agreement.
11.4. No Assignment. The license and rights granted to
Licensee hereunder are personal in nature. Licensee may not
sublicense, delegate, assign, or otherwise transfer this Agreement or
any of the rights or obligations contained therein. Any attempt to do
so will be void and shall have no force and effect, and shall
immediately terminate all licenses and rights granted under this
Agreement. Without limiting the foregoing, in the event of a merger,
reorganization, or change in control of fifty percent (50%) or more of
Licensee's equity or voting interest ("Change of Control") no transfer
or assignment (including but not limited to by operation of law) of
this Agreement may be made without Altera's prior written consent,
which may be withheld at Altera's sole discretion.
11.5. Export Control. The Licensed Software, technical data,
any products developed with or utilizing the Licensed Software,
Confidential Information, or any modifications or portions thereto
(collectively, the "Exported Software") is subject to U.S. and may be
subject to non-U.S. export control laws and regulations. Licensee may
not export, re-export, transfer or otherwise distribute the Exported
Software, in violation of the export control laws and regulations of
U.S. or non-U.S. laws and regulations, as may be amended from time to
time. It is Licensee's responsibility, at its sole expense, to
obtain all approvals, licenses and consents required from any
government entity prior to any export or re-export of the Exported
Software for any reason.
11.6. Governing Law/Venue. This Agreement will be governed
by the laws of the State of California, United States of America,
without reference to its choice of laws provisions. Licensee agrees
to submit to the exclusive jurisdiction of the state and federal
courts in the County of Santa Clara, State of California for the
resolution of any dispute or claim arising out of or relating to this
Agreement. The prevailing party in any legal action, settlement or
arbitration arising out of this Agreement shall be entitled to
reimbursement for its expenses, including court costs and reasonable
attorneys' fees, in addition to any other rights and remedies such
party may have.
11.7. U.S. Government Restricted Rights. Licensee
acknowledges and agrees that all software and software-related items
licensed by Altera pursuant to this Agreement are "Commercial Computer
Software" or "Commercial Computer Software Documentation" as defined
in FAR 12.212 for civilian agencies and DFARS 227-7202 for military
agencies (as amended) and in the event Licensee is permitted under
this Agreement to provide such items to the U.S. government, such
items shall be provided under terms that are at least as restrictive
as the provisions of this Agreement. The Contractor/manufacturer is
Altera Corporation, 101 Innovation Drive, San Jose, CA 95134.
11.8. Survival. If the Agreement terminates for any reason,
all definitions in this Agreement and the rights, obligations, and
restrictions under Sections 1 (Definitions); 2.3 (Reservation of
Rights) 2.6 (Intellectual Property Rights Notices); 2.9 (No Other
Licenses or Grant of Intellectual Property Rights); 3 (Ownership and
Future Development); 4 (Confidential Information); 5.3 (Disclaimer of
Warranties); 6 (Third Party Licensors); 7.3 (Effect of Termination); 9
(Indemnification); 10 (Limitation of Liability); and 11 (General Terms
and Conditions) shall survive termination of the Agreement.
[END OF MEGACORE FUNCTION V. 15.1 LICENSE TERMS AND
CONDITIONS]
===================================================================
THIRD-PARTY LICENSES
NOTE: The following third-party licenses and notices represent each
third-party contributor's use requirements for Your usage of any third-
party software incorporated into or provided in conjunction with the
Altera product(s) licensed under the Altera Software License Agreement
("Agreement"). The provisions contained in each such license apply
only to the respective Third-Party Components (as such term is defined
in the Agreement) and not to any Altera products licensed to You.
Quartus Prime THIRD-PARTY LICENSES
------------------------------------------------------------------
1. Liberation Fonts 2.00.1 (SIL Open Font License, Version 1.1)
2. Alphanum 1.0 (libpng/zlib License)
3. AngularJS 1.0.8 (MIT License)
4. AngularJS 1.2.0 (MIT License)
5. Apache Xerces C++ 2.6 (Apache v. 2.0 license)
6. autopep8 0.9.7 (MIT License)
7. Base64 decoder 1.0 (Zlib License)
8. boost 1.53.0 (MIT-style License)
9. Bootstrap components for AngularJS 0.10.0 (MIT License)
10. Bootstrap components for AngularJS 0.6.0 (MIT License)
11. Bottle 0.12.7 (MIT License)
12. buddy 2.2 (BSD-style License)
13. bwidget 1.4.1 (BSD-style License)
14. Cajun 2.0.1 (3 Clause BSD License)
15. CherryPy 3.5.0 (3 Clause BSD License)
16. Cygwin 1.7.32 (GPL v. 3.0)
17. D3.js: Data-Driven Documents 2.10.3 (3 Clause BSD Licens)
18. D3.js: Data-Driven Documents 3.0.0 (3 Clause BSD Licens)
19. Django 1.6 (3 Clause BSD License)
20. Editline Library (libedit) 0:42:0 (NetBSD License)
21. Eigen3 3.2.1 (Mozilla Public License Version 2.0)
22. Flake8 2.1.0 (MIT License)
23. GD 2.0.34 (BSD-style License)
24. Google Mock and Google Test 1.7 (BSD 3 Clause License)
25. gzip 1.3.12 (GPL v. 2.0 License)
26. HTTP-Parser 2.1 (MIT License)
27. IBM.ICU 4.4.2 (IBM ICU License and additional Third Party terms)
28. ICU 3.4 (IBM License and additional third party terms)
29. INCR TCL 4.0 (BSD-Style License)
30. javasysmon 0.3.5 (BSD 2 Clause License)
31. jdbc sqlite 20120209 (Apache v. 2.0 license)
32. jpeg 6b (Indedendent JPEG Group License)
33. jQuery 1.9.1 (MIT License)
34. jQuery UI 1.10.2 (MIT License)
35. jQuery UI Layout Plug-in 1.3.0.rc30.79 (MIT License, GPL v.3 License)
36. JRE Java SE 6 (Oracle Binary Code License)
37. LIBCURL 7.36.0 (MIT/X Derivative License)
38. Libelf 0.8.10 (LGPL v. 2.1 License)
39. Liberty Parser 2.6 (SYNOPSYS Open Source License Version 1.0)
40. libpng 1.2.18 (Libpng License)
41. lpsolve 5.5.0.10 (LGPL v 2.1 License)
42. make 3.81 (GPL v. 2.0 License)
43. McCabe 0.2.1 (MIT License)
44. metis 4.0.1 (GPL v. 2.0 License)
45. MINISAT 2 2.2.0 (MIT License)
46. mongoose 3.8 (MIT License)
47. Normalize.css 2.1.3 (MIT License)
48. OpenSSL 1.0.1h (BSD-style License)
49. OpenSSL 1.0.1m (BSD-style License)
50. Peewee 2.1.6 (MIT License)
51. pep8 1.4.6 (MIT License)
52. Perl 5.8.8 (GPL v. 1.0 or the Artistic License)
53. PicNet Table Filter (MIT License)
54. Protobuf 2.5.0 (BSD 3 Clause License)
55. psutil 1.2.1 (3 Clause BSD License)
56. pyflakes 3.2.2 (MIT License)
57. Python 3.3.0 (PSF License for Python 3.3.0)
58. pyzeromq 14.0.0 (Modified BSD License)
59. Requests 2.3.0 (Apache v. 2.0 license)
60. setuptools 2.0 (PSF or ZPL License)
61. superlu 2.2.0 (BSD 3 Clause License)
62. systemc 2.1 (SystemC Open Source License v. 3.3)
63. Tablelist 5.5 (MIT style license)
64. TableSorter 2.7.3 (MIT License, GPL v. 3.0 Licenses)
65. tbb 4.2.2 (GPL v.2.0 License)
66. TCL-TK 8.6 (BSD-style License)
67. tcldom 3.0 (BSD Style License)
68. tcllib 1.11 (BSD 4 Clause License)
69. tclsoap 1.6.7 (MIT License)
70. tclxml 3.2 (BSD style License)
71. TinyXml 2.6.2 (zlib License)
72. tktable 2.10 (Tcl/Tk license)
73. TLS 1.6 (BSD License)
74. Tufao 0.8 (LGPL v. 2.1 License (library) (documentation and examples under MIT License))
75. Twitter Bootstrap 2.3.1 (Apache v. 2.0 License)
76. Twitter Bootstrap 2.3.2 (Apache v. 2.0 License)
77. Twitter Bootstrap version 3.0.3 (Apache v. 2.0 License)
78. Underscore.js 1.4.4 (MIT License)
79. unzip 6.00 (BSD Style Info-Zip License)
80. xmlgen 1.4 (Apache v. 2.0 license)
81. ZeroMQ 4.0.3 (LGPL v. 3 License)
82. ZLIB 1.2.3 (Zlib License)
MegaCore (IP) THIRD-PARTY LICENSES
------------------------------------------------------------------
1. antlr 2.7.2 (BSD 4 Clause License)
2. appframework 1.03 (LGPL v. 2.1 License)
3. asm 3.1 (BSD 3 Clause License)
4. avi2raw 1.1 (Mozilla Public License v. 1.1)
5. beansbinding 1.2.1 (LGPL v. 2.1 License)
6. JGoodies Binding 2.0.6 (BSD 3 Clause License)
7. binutils 2.24 (GPL v. 2 License)
8. boost 1.38.0 (MIT-style License)
9. castor 1.0.3 (Apache v. 2.0 and Intalio BSD-style Licenses)
10. castor 1.2 (Apache v. 2.0 and Intalio BSD-style Licenses)
11. checker-framework 1.8.7 (GPL v. 2 License)
12. checkstyle 4.2 (LGPL v. 2.1 License)
13. cli 1.1 (Apache v. 2.0 License)
14. cobertura 1.8 (GPL v. 2 License)
15. commons-beanutils 1.6 (Apache v. 1.1 License)
16. commons-collection 3 (Apache v. 2.0 License)
17. commons-digester 1.5 (Apache v. 1.1 License)
18. commons-lang 3.1 (Apache v. 2.0 License)
19. commons-logging 1.1 (Apache v. 2.0 License)
20. commons-logging 1.2 (Apache v. 2.0 License)
21. commons-pool 1.2 (Apache v. 2.0 License)
22. DockingFrames 1.1.2p12c (LGPL v. 2.1 License)
23. eclipse-cpp-kepler-SR2 4.3.2 (Eclipse Public License v 1.0)
24. expat 2.0.1 (MIT License)
25. expat 2.1.0 (MIT License)
26. explicitlayout 3.0 (LGPL v. 2.1 License)
27. forms_rt 6.0 (Apache v. 2.0 License)
28. gcc 4.9 (GNU Free Documentation v. 1.2 GPL License)
29. gdb 7.7 (GPL v. 2 License)
30. gmp 5.0.5 (LGPL v. 3 License)
31. gnu 1.2.5 (GPL v. 2 License)
32. guava-libraries 15.0 (Apache v. 2.0 License)
33. hamcrest 1.3 (BSD 3 Clause License)
34. jacl 1.3.2a (Jacl Software License)
35. jacoco 0.6.3 (Eclipse Public License v 1.0)
36. jaxb-ri 2.2.7 (CDDL v. 1.1; GPL v. 2 Classpath Exception)
37. jaxb-xew-plugin 1.4 (LGPL v. 3 License)
38. jaxb2-basics-annotate 1.0.1 (BSD 2 Clause License)
39. jaxb2-basics-tools 0.9.0 (BSD 3 Clause License)
40. jaxen 1.1.1 (BSD 3 Clause License)
41. jaxen 1.1.6 (BSD 3 Clause License)
42. jaxen 1.3 (BSD 4 Clause License)
43. jcommon 1.0.16 (LGPL v. 3 License)
44. JDOM 1 (BSD-style License)
45. JFreeChart 1.0.13 (LGPL v. 3 License)
46. JGraphX 2.2.0.2 (BSD 3 Clause License)
47. jline 2.12 (BSD 3 Clause License)
48. jsap 2.0a (LGPL v. 2.1 License)
49. jsr173 1.0 (Apache v. 2.0 License)
50. junit 3.8.1 (Common Public License v. 1.0)
51. junit 4.0 (Common Public License v. 1.0)
52. junit 4.1 (Common Public License v. 1.0)
53. l2fprod 7.3 (Apache v. 2.0 License)
54. libstdc v3 (GPL v. 3 License)
55. looks 2.0.1 (BSD 2 Clause License)
56. make 3.81 (GPL v. 2 License)
57. miglayout15 3.0.3 (BSD 2 Clause License)
58. mpc 1.0.1 (LGPL v. 3 License)
59. mpfr 3.1.0 (LGPL v. 3 License)
60. mpfr 3.1.1 (LGPL v. 3 License)
61. mpir 2.2.1 (LGPL v. 3 License)
62. mydoggy 1.4.2 (LGPL v. 3 License)
63. netbeans-swing-outline 6.9 (LGPL v. 2.1, GPL v. 2.0, and CDDL v. 1 Licenses plus Classpath Exception)
64. newlib 2.1.0 (Red Hat and BSD 3 Clause Licenses)
65. OpenCL 1.1 (MIT License)
66. powermock 1.5 (Apache v. 2.0 license)
67. quickserver 1.4.7 (LGPL v.2.1 License)
68. stlport 7.1 (Stlport License)
69. swingworker 3 (MPL v. 1.1 and LGPL v. 2.1 Licenses)
70. symphony 5.4.5 (Eclipse Public License v. 1.0)
71. systemc 2.2.0 (SystemC Open Source License v. 3.3)
72. velocity 1.4 (Apache v. 2.0 License)
73. wraplf 0.2 (Apache v. 2.0 License)
74. xalan 1.2.2 (Apache v. 2.0 License)
75. xerces 2.3.0 (Apache v. 1.1 License)
76. xmlbeans 2.2.0 (Apache v. 2.0 License)
