Premium Standard Licensing Agreement
This Program Licensing Agreement (the “Agreement”) is entered into between the buyer (“Licensee”) and seller (“Licensor”) (the “Parties”). The Licensor is the owner of, or has acquired the rights to the Licensed Materials defined below. The Licensee wishes to purchase the Licensed Materials through Valpont’s Premium Service. In consideration of the foregoing and the mutual covenants contained herein, the Parties agree as follows:
1.1 “License Fee” means the fee established by Licensor and agreed to and paid by Licensee, including the service fee charged by Valpont.
1.2 “Documents” means all manuals, tutorials, articles, ebooks, user document, reports, templates, notes, media, online and electronic document, and other related materials supplied by Licensor herewith.
1.3 “Programs” means the computer programs such as EDA tools, and the associated materials such as libraries and data supplied by Licensor herewith. Programs may be in machine readable code, or human-perversable code, or both.
1.4 “Designs” means codes, models, netlists, schematics, libraries, and other design captures and descriptions such as drawings, supplied by Licensor herewith. Designs could be ASIC IPs, system IPs, algorithm IPs, etc. that can be instantiated in user’s internal or external designs and products.
1.5 “Licensed Materials” means Documents, Programs, Designs, and any other information and materials supplied by Licensor herewith.
- Grant of License. Subject to the terms and conditions of this Agreement, the Licensor hereby grants to Licensee a limited, non-exclusive, revocable, non-transferable license (the “License”) to:
(a) install and use Documents and Programs, solely for the purpose of Licensee’s private internal uses, on a single computer or device; OR install and store Documents and Programs on a storage device, such as a network server, used only to install Documents and Programs on Licensee other computers over an internal network, provided that Licensee obtains a license for each separate computer or device on which Documents and Programs are installed or run. The License for Documents and Programs may not be shared or used concurrently on different computers or devices.
(b) install and use Designs, for the purpose of internal uses or for the purpose of creating and implementing COMMERCIAL products such as components, chipsets, boards, etc., with restrictions set in below.
(c) make one copy of the Licensed Materials in machine-readable form solely for backup purposes. Licensee must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the Licensed Materials.
- License Restrictions
3.1 No Distribution. Other than as set forth in Section 2 (Grant of License), Licensee may not make or distribute copies of the Licensed Materials, or electronically transfer the Licensed Materials.
3.2 No Sublicense. Licensee may not rent, lend, loan, lease, or sublicense the Licensed Materials.
3.3 No Assignment or Transfer. The Licensed Materials may not be assigned, transferred, distributed, sold, or shared to and with any third party without prior written agreement with Licensor.
3.4 No Reverse Engineering. Licensee agrees not to decompile, reverse engineer, disassemble, reproduce, translate, modify or otherwise reduce the Licensed Materials, or any portion, to a human-perceivable form.
3.5 Licensee may not use the Designs internally or externally such as selling and distributing products instantiated with Designs unless 1. the total instantiation of the Designs is less than ten (10), AND 2. the primary value of the products is not recognizable as the Designs, and the products is not perceived to be in competition with the Designs, AND 3. the Designs, partial or full, can not be identified or extracted in the original or similar format by a third party from the products. LICESEE IS ENCOURAGED TO CONTACT LICENCOR IN CASE MORE REQUIREMENTS ARE NEEDED, SUCH AS MORE THAN 10 INSTANTIATION OF THE DESIGNS WILL BE USED IN COMMERCIAL PRODUCTS.
- Error Corrections, Updates, and Improvements. Licensor will not provide to Licensee any error corrections, bug fixes, patches, updates, or improvements to the Licensed Materials licensed hereunder without prior written agreement between Licensor and Licensee. All Licenses obtained through the Premium Service are on an as-is basis. Licensor may charge additional fees for bug fixes, patches, updates, or improvements if Licensor agrees to provide the corresponding support under prior written agreement.
- Copies. Except as specifically set forth herein, no Licensed Materials which is provided by Licensor pursuant to this Agreement in human readable form, such as written or printed documents, shall be copied in whole or in part by Licensee without Licensor’s prior written consent. Except as specifically set forth herein, any Licensed Materials provided in machine readable form may not be copied by Licensee in whole or in part, except for Licensee’s backup or archive purposes. Licensee agrees to maintain appropriate records of the number and location of all copies of the Licensed Materials and make such records available upon Licensor’s request. Licensee further agrees to reproduce all copyright and other proprietary notices on all copies of the Licensed Materials in the same form and manner that such copyright and other proprietary notices are originally included on the Licensed Materials.
- License Fees and Payment.
6.1 License Fee. In consideration of the license rights granted in Section 2 (Grant of License), Licensee shall pay the License Fee. All amounts payable hereunder by Licensee shall be payable in United States funds without deductions for taxes, assessments, fees, or charges of any kind. All financial transactions shall occur through Valpont ecCredit accounts.
- Download Link. Upon completion of the financial transaction, Licensee is provided with a download link and download instructions whereby Licensee may obtain a copy of the Licensed Materials licensed hereunder.
- Intellectual Property Rights; Ownership.
8.1 Ownership. Licensor shall retain all rights, titles, and interests in and to the Licensed Materials, including any modification, update, improvement unless 1. otherwise with prior written agreement with Licensor, or 2. if the Licensed Materials have been fundamentally redesigned or transformed sufficiently that it constitutes a work entitling the Licensee to intellectual property protection under applicable law. Licensee acknowledges that all copies of the Licensed Materials in any form provided by Licensor or made by Licensee are the sole property of Licensor and/or its suppliers. Licensee shall not have any right, title, or interest to any such Licensed Materials or copies or derivative works thereof except as provided in this Agreement, and further shall secure and protect all Licensed Materials consistent with maintenance of Licensor’s proprietary rights therein.
8.2 Protection of Proprietary Information. The Licensed Materials may contain valuable proprietary content, trade secrets, know-how, and other intellectual property rights owned by Licensor. Licensee agrees to maintain the confidentiality of all confidential information disclosed to it herewith and the value of the Licensed Materials. If Licensee breaches any obligation with activities such as unauthorized use, transfer, or disclosure of the Licensed Materials or copies, Licensor shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief.
8.3 Proprietary Notices. Licensee agrees to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark, or legend appearing on any of the Licensed Materials or output generated by the Licensed Materials, and to reproduce and include same on each copy of the Licensed Materials.
- Warranties LICENSOR WARRANTS THAT FOR A PERIOD OF NINETY (90) DAYS FROM THE DATE OF TRANSACTION THAT THE LICENSED MATERIALS SUBSTANTIALLY CONFORM TO THE SPECIFICATION AND INFORMATION PUBLISHED OR PROVIDED BY LISENSOR. EXCEPT FOR THE FOREGOING, THE LICENSED MATERIALS ARE PROVIDED AS IS. IF APPLICABLE LAW IMPLIES ANY WARRANTIES WITH RESPECT TO THE LICENSED MATERIALS, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF TRANSACTION. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
- Limitation of Liability. NEITHER LICENSOR NOR THEIR SUPPLIERS SHALL BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS, INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSED MATERIALS OR THIS LICENSE BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF LICENSOR OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. LICENSOR’S TOTAL LIABILITY TO LICENSEE FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED THE AMOUNT PAID BY LICENSEE FOR THE LICENSED MATERIALS THAT CAUSED SUCH DAMAGE.
11.1 Indemnification of Licensee and Valpont. Licensor shall indemnify, hold harmless and defend Valpont and Licensee against any action brought against Valpont and/or Licensee to the extent that such action is based on a claim that the unmodified Licensed Materials, when used in accordance with this Agreement, infringes a United States copyright and Licensor shall pay all costs, settlements and damages finally awarded; provided, in the case of a claim against Licensee, that Licensee promptly notifies Licensor in writing of any claim, gives Licensor sole control of the defense and settlement thereof and provides all reasonable assistance in connection therewith. If any Licensed Materials is finally adjudged to so infringe, or in Licensor’s opinion is likely to become the subject of such a claim, Licensor shall, at its option, either: (i) procure for Licensee the right to continue using the Licensed Materials (ii) modify or replace the Licensed Materials to make it non-infringing, or (iii) refund the fee paid, less reasonable depreciation, upon return of the Licensed Materials. Licensor shall have no liability regarding any claim arising out of: (w) use of other than a current, unaltered release of the Licensed Materials unless the infringing portion is also in the then current, unaltered release, (x) use of the Licensed Materials in combination with non-Licensor Licensed Materials, data or equipment if the infringement was caused by such use or combination, (y) any modification or derivation of the Licensed Materials not specifically authorized in writing by Licensor or (z) use of third party Licensed Materials. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR AND THE EXCLUSIVE REMEDY FOR LICENSEE RELATING TO INFRINGEMENT OR CLAIMS OF INFRINGEMENT OF ANY COPYRIGHT OR OTHER PROPRIETARY RIGHT BY THE LICENSED MATERIALS.
11.2 Indemnification of Licensor and Valpont. Except for the foregoing infringement claims, Licensee shall indemnify and hold harmless Valpont and Licensor, their officers, directors, affiliates, consultants, agents and employees from and against any claims, demands, or causes of action whatsoever, including without limitation those arising on account of Licensee’s modification or enhancement of the Licensed Materials or otherwise caused by, or arising out of, or resulting from, the exercise or practice of the license granted hereunder by Licensee, its sublicensees, if any, its subsidiaries or their officers, employees, agents or representatives.
- Default and Termination.
12.1 Events of Default. This Agreement may be terminated by the non-defaulting Party if any of the following events of default occur: (1) if a Party materially fails to perform or comply with this Agreement or any provision hereof; (2) if either Party makes an assignment in violation of Section 17.8 (Assignments); (3) if a Party becomes insolvent or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; (4) if a petition under any foreign, state, or United States bankruptcy act, receivership statute, or the like, as they now exist, or as they may be amended, is filed by a Party; or (5) if such a petition is filed by any third Party, or an application for a receiver is made by anyone and such petition or application is not resolved favorably within ninety (90) days.
12.2 Effective Date of Termination. Termination due to a material breach of Section 2 (Grant of License), Section 5 (Copies), or Section 8 (Intellectual Property Rights; Ownership) shall be effective on notice. In all other cases, termination shall be effective thirty (30) days after notice of termination to the defaulting Party if the defaults have not been cured within such thirty (30) day period.
12.3 Obligations on Termination. Within ten (10) days after termination of this Agreement, Licensee shall cease and desist all use of the Licensed Materials and shall return to Licensor all full or partial copies of the Licensed Materials in Licensee’s possession or under its control.
- Basis of Bargain. The Exclusive Remedies and Limited Liability set forth above are fundamental elements of the basis of the Agreement between Licensor and Licensee. Licensor would not be able to provide the Licensed Materials on an economic basis without such limitations.
- U.S. Government Restricted Rights Legend. This Licensed Materials are provided with “Restricted Rights”. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in this License.
- Outside of the USA Consumer End Users Only. The limitations or exclusions of warranties and liability contained in this License do not affect or prejudice the statutory rights of a consumer, i.e., a person acquiring goods otherwise than in the course of a business.
- Relationship of Parties. Licensee is an independent contractor of Licensor and nothing contained in this Agreement shall be construed to constitute either Party as a partner, joint venturer, co-owner, employee, or agent of the other Party, and neither Party shall hold itself out as such. Neither Party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other Party, it being intended by both Licensor and Licensee that each shall remain an independent contractor responsible for its own actions. Licensee agrees to indemnify and hold Licensor harmless from and against any damage or expenses, including reasonable attorneys fees, arising out of Licensee’s breach of the provisions of this Section 16 (Relationship of Parties).
- Miscellaneous Provisions.
17.1 Governing Law. This Agreement will be construed in accordance with and governed by the laws of the State of California, without giving effect to the conflict of law principles of any other State or country.
17.2 Successors and Assigns. Except as otherwise expressly provided in this Agreement, this Agreement will be binding on, and will inure to the benefit of, the successors and permitted assigns of the Parties to this Agreement, provided that Licensee shall not assign its rights and obligations under this Agreement without the prior written consent of Licensor. Nothing in this Agreement is intended to confer upon any Party other than the Parties hereto or their respective successors and assigns any rights or obligations under or by reason of this Agreement, except as expressly provided in this Agreement.
17.3 Severability. In the event that any provision of this Agreement is held to be unenforceable under applicable law, this Agreement will continue in full force and effect without such provision and will be enforceable in accordance with its terms.
17.4 Construction. The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Unless the context of this Agreement clearly requires otherwise: (a) references to the plural include the singular, the singular the plural, and the part the whole, (b) references to one gender include all genders, (c) “or” has the inclusive meaning frequently identified with the phrase “and/or,” (d) “including” has the inclusive meaning frequently identified with the phrase “including but not limited to” or “including without limitation,” and (e) references to “hereunder,” “herein” or “hereof” relate to this Agreement as a whole. Any reference in this Agreement to any statute, rule, regulation or agreement, including this Agreement, shall be deemed to include such statute, rule, regulation or agreement as it may be modified, varied, amended or supplemented from time to time.
17.5 Entire Agreement. This Agreement embodies the entire agreement and understanding between the Parties hereto with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements and understandings other than this Agreement relating to the subject matter hereof.
17.6 Amendment and Waiver. This Agreement may be amended only by a written agreement executed by the Parties hereto. No provision of this Agreement may be waived except by a written document executed by the Party entitled to the benefits of the provision. No waiver of a provision will be deemed to be or will constitute a waiver of any other provision of this Agreement. A waiver will be effective only in the specific instance and for the purpose for which it was given, and will not constitute a continuing waiver. No waiver between the Parties may be created which alters or limits the rights of Valpont as detailed in this Agreement, without the prior written consent of Valpont, which consent Valpont may decline to provide for any reason or for no reason at all.
17.7 Counterparts. This Agreement may be in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one instrument.
17.8 Assignment. Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, which consent may be withheld for any reason or for no reason at all.
17.9 Export Regulations. Licensee understands that Licensee is subject to regulation by agencies of the U.S. government, including the U.S. Department of Commerce, which prohibits export or diversion of certain technical products to certain countries. Licensee warrants that it will comply in all respects with the export and re-export restrictions applicable to the technology and documentation licensed hereunder.