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diff --git a/licenses/Quartus-prime-megacore b/licenses/Quartus-prime-megacore deleted file mode 100644 index bd37fed18380..000000000000 --- a/licenses/Quartus-prime-megacore +++ /dev/null @@ -1,1828 +0,0 @@ -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. 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