Please accept end-user license agreement
End User Terms
Cadence Software End User Sublicense Terms and Conditions
1. Please read the terms and conditions below (“Terms and Conditions”) carefully. BY DOWNLOADING, ACCESSING OR USING ANY CADENCE SOFTWARE DEVELOPMENT TOOLS OR EXECUTABLE SOFTWARE ELEMENTS MADE AVAILABLE ON [/sdk-bundle/] (THE “SOFTWARE”), YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS AND YOU HEREBY REPRESENT AND CERTIFY THAT YOU HAVE THE AUTHORITY TO BIND YOUR EMPLOYER. IN THE EVENT THAT YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU SHALL IMMEDIATELY CEASE ANY USE OF, AND DELETE, THE CADENCE SOFTWARE DEVELOPMENT TOOLS OR EXECUTABLE SOFTWARE ELEMENTS (AS APPLICABLE). “SOFTWARE” DOES NOT INCLUDE THE “OPEN SOURCE SOFTWARE” DEFINED BELOW.
2. “User” or “you” refers to each person or entity that downloads or uses the Software. The Terms and Conditions are subject to change at any time at Cadence’s sole discretion; however, the Terms and Conditions in effect on the date that you download the applicable Software shall remain the Terms and Conditions in effect for your use of that Software.
3.GRANT OF LICENSE: Cadence or its authorized distributor grants to User, subject to compliance with the Terms and Conditions, a nonsublicenseable (unless specified herein), nontransferable, nonexclusive license to use the Software solely: (a) for User’s internal business purposes; and (b) on User’s computer hardware, provided however, User may redistribute (through multiple tiers of distribution) the Xtensa libraries and supporting Xtensa software utilities to its customers solely as incorporated into software that can only execute on an integrated circuit which contains a Cadence processor core. Use of the Software is limited, and such limitations are technically implemented through the use of authorization codes or similar devices.
4.RESTRICTIONS: User shall not modify, rent, lease, time share, lend, encumber, disassemble, decompile or reverse engineer any Software, or allow any third party to do so, except only to the extent any of the foregoing restrictions are not permitted under applicable law. User shall not use any Software to develop the same or similar items or let any third party do so. All rights not expressly granted herein are retained by Cadence (and its licensors); no license is granted by implication or estoppel. User shall not remove or alter any of Cadence’s or its licensors’ restrictive or ownership legends on or in the Software and shall reproduce such legends on all copies permitted to be made. The Software is not intended for use by Cadence competitors, and User warrants that User is not an employee of a company whose primary business is the licensing of microprocessor intellectual property cores, unless otherwise agreed to in writing by Cadence.
5.OPEN SOURCE TOOLS: Any Open Source Software included with the Software is exclusively governed by the applicable open source licenses and copyrights, which are provided with the Software files. For the purposes of these Terms and Conditions, “Open Source Software” means any software, documentation or other material that is distributed under any of the following licenses or distribution models: (i) GNU’s General Public License (GPL), Lesser/Library GPL (LGPL), or Free Documentation License, or (ii) any other open source license, such as those listed at http://www.opensource.org/licenses/alphabetical.
6.THIRD PARTY CONTRACTOR USE RIGHTS: User may allow its third party contractors to use the Software on User’s behalf. User shall ensure that such third party contractors comply with the terms of, and are bound by written agreements at least as restrictive as, the Terms and Conditions, including without limitation, all confidentiality obligations set forth in the Terms and Conditions with respect to the use of the Software under the Terms and Conditions. User and User’s third party contractors agree to comply with all applicable export and re-export restrictions set forth in any export licenses, and will otherwise comply with the U.S. Export Administration Regulations and similar laws and regulations as may be amended from time to time. User shall be responsible for the actions or omissions of such third party contractors as if they were the actions or omissions of User.
7.TERM: The Terms and Conditions remain effective until termination. The Terms and Conditions will automatically terminate if User fails to comply with any material provisions of the Terms and Conditions. Upon any termination or expiration, User agrees to cease all use of Software. User may terminate the Terms and Conditions by ceasing use of the Software.
8.SURVIVAL. Notwithstanding anything to the contrary herein, in the event of expiration or termination of the Terms and Conditions for any reason, (a) all sublicenses to the Software or portions thereof granted to User’s customers in accordance with the Terms and Conditions, and (b) the rights of any User’s customers or their end users to continue using the Software shall survive any such expiration or termination. The termination of the Terms and Conditions does not terminate the rights or licenses of User’s customers who obtained the Software as provided herein prior to the date of termination of the Terms and Conditions.
9.OWNERSHIP: Except as expressly set forth in the Terms and Conditions, all right, title and interest in the Software remain with Cadence or its licensors, and any proprietary information contained in the Software is protected by copyright, trademark and trade secret law and international treaties.
10.CONFIDENTIALITY: As used in the Terms and Conditions, “Confidential Information” means: (i) Software and all parts thereof in any form, and any related technology, idea, algorithm or information contained in the Software; and (ii) any information disclosed by Cadence to User relating to the Software designated as confidential at the time of disclosure or which would be considered confidential by a reasonable person. Notwithstanding the foregoing, “Confidential Information” shall not include information that: (a) is known and has been reduced to tangible form by User prior to the time of disclosure for the first time under the Terms and Conditions; (b) is independently developed by User without the use of any of the Confidential Information; (c) is or becomes part of the public domain through no fault of the User; or (d) is lawfully obtained from a third party without restriction who has the right to make such disclosure without the breach of any confidentiality obligation or law. User will not use the Confidential Information for any purpose other than to exercise the license granted hereunder. User will use commercially reasonable efforts to protect the Confidential Information from unauthorized disclosure. User may disclose the Confidential Information only to employees of User, or of its third party contractors, who have a need to know such Confidential Information in furtherance of User’s internal business purposes and who have entered into agreements with User containing confidentiality provisions at least as restrictive as those set forth in this Section with respect to the Confidential Information. Except for the foregoing, User will not disclose any of the Confidential Information to any third party without the clear and express written consent of Cadence.
11.NO WARRANTIES BY CADENCE: THE SOFTWARE AND ALL ACCOMPANYING MATERIALS ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CADENCE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE (REGARDLESS OF WHETHER CADENCE KNOWS OF SUCH PURPOSE). THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND ANY ACCOMPANYING WRITTEN MATERIALS REMAINS WITH USER.
12.LIMITATION ON LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CADENCE, ITS LICENSORS OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF CADENCE OR ITS LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CADENCE’S OR ITS LICENSORS’ LIABILITY UNDER THE TERMS AND CONDITIONS EXCEED THE AMOUNT PAID BY USER FOR THE SOFTWARE GIVING RISE TO THE CLAIM. IN THE CASE WHERE NO AMOUNT WAS PAID, CADENCE AND ITS LICENSORS SHALL HAVE NO LIABILITY FOR ANY DAMAGES WHATSOEVER. The above limitations on liability shall apply (i) regardless of failure of essential purpose of any exclusive or limited remedy, and (ii) whether or not Cadence has been advised of the possibility of such damages. Notwithstanding the foregoing, nothing in these Terms and Conditions shall in any way exclude or limit either party’s liability for death or personal injury caused by its negligence or for fraudulent misrepresentation or for any other liability which may not be excluded by law.
13.NONASSIGNABILITY: User may not delegate, assign or transfer the Terms and Conditions or any Software or all or any part of its rights under the Terms and Conditions, by operation of law or otherwise, including without limitation to any purchaser of User’s assets or securities without Cadence’s prior written consent, which consent will not be unreasonably withheld. Cadence may assign its rights and obligations under the Terms and Conditions. Any assignment attempted in contravention of this Section shall be null and void, and shall entitle Cadence to terminate the Terms and Conditions immediately upon written notice to User.
14.GOVERNING LAW AND JURISDICTION: The Terms and Conditions shall be governed by the laws of the State of California excluding its conflict of law principles. The courts located in or serving Santa Clara County, California shall have exclusive jurisdiction and venue over any dispute arising out of or relating to the Terms and Conditions, and User and Cadence hereby consent to such jurisdiction and venue. The United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded and shall not apply. These Terms and Conditions are prepared, agreed to and will be interpreted in English only.
15.EXPORT REQUIREMENTS: The Software is subject to AT-level export controls as defined by the Export Administration Regulations (EAR) and U.S. Government export regulations. User shall not export, re-export, divert, transfer or disclose, directly or indirectly, any Software to any destination, person, entity or end use prohibited or restricted under US laws without complying strictly with all legal requirements including obtaining prior approval of the U.S. Department of Commerce and, if necessary, other government agencies. The US government maintains embargoes and sanctions against certain countries, currently Cuba, Iran, North Korea, Sudan (N), and Syria, but any amendments to the countries under a US embargo or sanction shall apply. User agrees not to directly or indirectly employ any Software in missile technology, sensitive nuclear or chemical biological weapons activities, or in any manner export any Software to any party for any such end use. User shall not export any Software to any party listed on any of the denied parties lists or specially designated nationals lists maintained under said regulations without appropriate US government authorization to the extent required by regulation. User shall ensure that User, its employees and any third parties accessing the Software fully comply with the requirements of this Section and provisions of EAR. User warrants that User has completed and signed the Letter of Assurance made available to User at the following URL: [/sdk-bundle/].
16.GOVERNMENT CONTRACTING: The Software shall not be provided to any third party, including the U.S. Government, without Cadence’s prior written consent. The Software is “commercial computer software” as defined in Federal Acquisition Regulation (“FAR”) 2.101. If the Software is licensed by (or if User is authorized by Cadence to license on behalf of) (i) a civilian agency, the U.S. Government licenses the Software subject to this Cadence commercial license agreement as specified in 48 C.F.R. 12.212 (Computer Software) and 12.211 (Technical Data) of the FAR and its successors; or (ii) an agency within the Department of Defense (“DOD”), the U.S. Government licenses Cadence Software subject to this Cadence commercial license agreement as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement (“DFARS”) and its successors. The Term and Conditions supersede and are in lieu of any FAR, DFARS, or supplemental regulations thereof.
17.MISCELLANEOUS: If a court holds any provision of the Terms and Conditions to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Terms and Conditions contains the parties’ entire understanding and agreement concerning the subject matter of the Terms and Conditions and may only be modified by a written instrument signed by each party’s duly authorized representative. Any waiver by either party of any default or breach under the Terms and Conditions shall not constitute a waiver of any provision of these Terms and Conditions or of any subsequent default or breach of the same or a different kind. User acknowledges that breach may cause irreparable harm to Cadence for which money damages would be inadequate, and Cadence shall be entitled to obtain timely injunctive relief, in addition to any and all remedies available at law.
18.ENTIRE AGREEMENT: These Terms and Conditions are the complete and exclusive agreement between the parties relating to the subject matter hereof and supersede all other communications between the parties relating thereto.