EULA (All Products Except Lite)

SONNET SOFTWARE EDA SOFTWARE PRODUCT

LICENSE TERMS AND LIMITED WARRANTY

LEGAL NOTICE:  PLEASE READ THESE TERMS BEFORE INSTALLING OR OTHERWISE USING THE LICENSED MATERIALS.  ALL USE OF THESE LICENSED MATERIALS ARE SUBJECT TO THE LICENSE TERMS SET FORTH BELOW.   “LICENSED MATERIALS” INCLUDES THE SOFTWARE, ANY WHOLE OR PARTIAL COPIES, AND ANY ACCOMPANYING INSTRUCTIONS, DOCUMENTATION, TECHNICAL DATA, IMAGES, RECORDINGS, HARDWARE AND SOFTWARE KEYS, AND OTHER RELATED MATERIALS.

USING THE LICENSED MATERIALS INDICATES YOUR ACCEPTANCE OF THE LICENSE TERMS.  IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU MAY RETURN ANY UNINSTALLED LICENSED MATERIALS FOR A FULL REFUND.  IF THE LICENSED MATERIALS ARE BUNDLED OR PRE-LOADED WITH ANOTHER PRODUCT, YOU MAY RETURN THE ENTIRE UNUSED PRODUCT FOR A FULL REFUND. “YOU” AND “YOUR” MEANS THE COMPANY TO WHOM SONNET SOFTWARE, INC., OR ITS SUBSIDIARIES, HAS GRANTED A LICENSE TO THE LICENSED MATERIALS.

SONNET SOFTWARE LICENSE TERMS AND LIMITED WARRANTY

These License Terms govern your use of the Licensed Materials. If you have a separate written agreement with Sonnet Software, Inc., or any of its subsidiaries, these License Terms are in addition to the terms provided by your separate written agreement. If there is a conflict between your separate written agreement and these License Terms, then these License Terms will take precedence.

License Grant:

Subject to the License Restrictions below, Sonnet Software, Inc. (“Sonnet”) grants you a non-exclusive license to use one copy of the Licensed Materials. With respect to the software portion of the Licensed Materials, “use” means to install, store, display, execute and use the software, for the purpose of your design and manufacture of electronic circuits and systems, on the computer or device, or on the class or series of equipment, for which you have paid the corresponding license fee. With respect to the portion of the Licensed Materials that describes the software and provides instructions concerning its operation and related matters, “use” includes the right to download and print such materials solely for the purpose described above. If the Licensed Materials are licensed for Node-Locked use (Node-Locked License), then you may access and use the software only on one computer, and may not display the software, or any results from use of the software, on a separate computer. “Node-Locked” means that the software is licensed for use solely with a specific computer. If the Licensed Materials are licensed for Network use (Floating License), you may not allow more than the maximum number of authorized users to access and use the software concurrently. A “Network” means any combination of terminals, peripherals or other devices electronically linked and capable of accessing the Licensed Materials. Certain Licensed Materials are job controlled which limits the number of concurrent uses of such Licensed Materials by a user as specified in applicable product documentation.

License Restrictions

Notwithstanding anything to the contrary, you may not use the Licensed Materials to make or distribute your own or a third party’s application, a principal purpose of which, as reasonably determined by Sonnet, is to perform the same or similar functions as Licensed Materials or which replaces any component of the Licensed Materials. You may not otherwise use the Licensed Materials to compete with Sonnet’s products or businesses. Except as expressly provided below, you may not permit any third party, or anyone other than your employees whose duties require such access or use, to have access to, view the operations of, or otherwise use the Licensed Materials, or any information learned or observed during the use of the Licensed Materials. Your authorized consultants and subcontractors may use the Licensed Materials pursuant to these License Terms solely where such use is incidental to their performing services consistent with the License Terms on your behalf, provided that you first require such consultants and subcontractors to agree in writing to observe the same restrictions provided in these License Terms. You may not use the Licensed Materials on any Network that permits remote access to the Licensed Materials outside of the Network site designated or expressly agreed to in writing by Sonnet. If Sonnet has not designated a Network site, then you may use the Licensed Materials within the one-mile radius from the Network host server. You may make copies or adaptations of the Licensed Materials only for archival purposes or only when copying or adaptation is an essential step in the authorized use of the Licensed Materials. You must reproduce all copyright notices in the original Licensed Materials on all permitted copies or adaptations. Except as provided herein, you may not copy, modify or translate the Licensed Materials or disable any of its features. You may not copy the Licensed Materials onto any public or distributed network or service bureau. In addition, you may not lease, rent or sublicense the Licensed Materials without Sonnet’s prior written consent.

Upgrades

Unless you have purchased a limited-term license, this license does not entitle you to receive upgrades, updates or technical support. Such services may be purchased separately. In the event you have purchased a limited-term license you are entitled to such services. If the Licensed Materials include an upgrade to previously licensed material, your license in that material automatically terminates and you must destroy the previous content and any copies or adaptations. Software upgrades and updates are provided if and when available.

Audits

Upon reasonable notice, Sonnet or its agents may, at Sonnet’s expense, inspect your facilities (including computers) and records to verify your proper use and payment for all Licensed Materials. You will keep records regarding your use in sufficient detail to permit this verification. If your payment is determined by usage of the Licensed Materials, you also will provide Sonnet with dial-in and on-site access to your Network and on-site access to your records, all as is reasonably necessary to conduct a proper audit. If, after an audit, it is determined that you have underpaid any amounts due, Sonnet will invoice you for and you agree to pay the amount of the underpayment, plus interest, from the date payment was due. If the underpayment is more than 5% of the amount properly due, you also will pay Sonnet’s audit expenses, and Sonnet may, in its discretion, terminate your license.

Ownership

The Licensed Materials are owned and copyrighted by Sonnet or its third party suppliers. Your license confers no title to, or ownership in, the Licensed Materials and is not a sale of any rights in the Licensed Materials. Sonnet’s third party suppliers may protect their rights in the event of any violation of these License Terms. Any comments, suggestions, improvements or other communications from you to Sonnet regarding the Licensed Materials (Feedback) will become the sole property of Sonnet. Sonnet may use the Feedback and practice the intellectual property relating thereto without compensation or attribution.

No Disassembly

You may not disassemble, decompile or decrypt the Licensed Materials unless you obtain Sonnet’s prior written consent. In some jurisdictions, Sonnet's consent may not be required for limited disassembly, decompilation or decryption. Upon request, you will provide Sonnet with reasonably detailed information regarding any such permitted disassembly, decompilation or decryption.

High Risk Activities

The Licensed Materials are not specifically designed, manufactured or intended for use in the planning, construction, maintenance or direct operation of a nuclear facility, nor for use in on-line control or fail safe operation of aircraft navigation, control or communication systems, weapon systems or direct life support systems.

Transfer

Your license to the Licensed Materials is transferable upon Sonnet 's receipt of the name, address and location of transferee and payment of any applicable fees to the extent permissible under local laws, unless you have purchased a limited-term license, in which case your license to the Licensed Materials is not transferable without Sonnet’s prior written consent, and which Sonnet may or may not provide at its sole discretion. If your license is transferable, you will immediately upon transfer deliver all copies of the Licensed Materials to the transferee. The transferee must agree in writing to the terms of your license. All license terms will be binding on involuntary transferees, notice of which is hereby given. Your license will automatically terminate upon transfer.

Obsolescence

Sonnet may, in its sole discretion, discontinue the sale and support of Licensed Materials. In such event, Sonnet will use reasonable efforts to notify you of the planned obsolescence, and if applicable provide perpetual access codes to enable your continued use of the Licensed Materials. Thereafter, no further access codes or support will be available.

Termination

Sonnet may terminate your license upon notice for failure to comply with any of these License Terms. Upon termination, you must immediately destroy the Licensed Materials, together with all copies, adaptations and merged portions in any form. If you have purchased a limited-term license, the license and codewords will expire in accordance with the time period set forth in Sonnet’s quotation or your purchase order, unless the license is renewed.

Encryption Notice

Certain Licensed Materials utilize encryption technology to enable the generation of protected circuit models. If the Licensed Materials you have purchased contain encryption technology, you agree that encryption is not a guarantee of confidentiality and that Sonnet is not liable for any breach of confidentiality that may occur as a result of decryption by a third party.

Security Mechanisms

 Sonnet and its affiliated companies take all legal steps to eliminate piracy of their software products. In this context, the Licensed Materials may include a security mechanism that can detect the installation or use of illegal copies of the Licensed Materials, and collect and transmit data about those illegal copies. Data collected will not include any customer data created with the Licensed Materials. By using the Licensed Materials, you consent to such detection and collection of data, as well as its transmission and use if an illegal copy is detected. Sonnet also reserves the right to use a hardware lock device, license administration software, and/or a license authorization key to control access to the Licensed Materials. You may not take any steps to avoid or defeat the purpose of any such measures. Use of any Licensed Materials without any required lock device or authorization key provided by Sonnet is prohibited.

Key Codes & Deactivation.

Customer shall only use the Licensed Materials using the key code created by Sonnet that is provided to Customer by Sonnet. Customer shall not use the Licensed Materials in any manner without that key code. Sonnet reserves the right to update or replace the key code periodically or implement an alternative licensing protection mechanism. Customer shall comply with any alternative licensing protection mechanism that may be subsequently implemented by Sonnet. Customer shall not distribute, make accessible, transmit or provide any key code to any third party or make it available to the public, use any key code other than key code provided to Customer directly by Sonnet, use or attempt to use the key code other than for the Licensed Materials for which it is provided by Sonnet to Customer, or take any action to circumvent any key code system or alternative licensing protection mechanism. Any action by Customer (including any employee of Customer) in contravention of this paragraph is a material breach of this Agreement. THE LICENSED MATERIALS MAY CONTAIN CODE THAT WILL, AFTER TERMINATION OR EXPIRATION OF THE LICENSE TERM, DEACTIVATE THE LICENSED MATERIALS AND RENDER THE LICENSED MATERIALS UNUSABLE. ALTHOUGH THE LICENSED MATERIALS MAY WARN YOU OF THE TIME-FRAME IN WHICH IT WILL BE DISABLED, YOU ACKNOWLEDGE AND AGREE THAT THE LICENSED MATERIALS MAY BE DEACTIVATED OR RENDERED UNUSABLE WITH OR WITHOUT WARNING.

Evaluation License

If the license is an evaluation license, then this paragraph applies: Subject to the terms and conditions of this Agreement, Sonnet hereby grants Customer, solely during the License Term, a non-exclusive, non-sublicensable, non-transferable license to (i) reproduce and install the Licensed Materials on the Designated Equipment solely at the Designated Site only for use and access by a single user at a time, (ii) make an archival copy of the Licensed Materials solely for emergency back-up purposes and (iii) permit the single user to use the Licensed Materials, only internally and solely to evaluate the Licensed Materials for determining whether to license it from Sonnet on a commercial, educational or academic license basis. There is no right to use the Licensed Materials for any work to be used in commercial or industrial production. Customer may use the Licensed Materials only during the License Term or for the duration of the key code, whichever is shorter. Use of the Licensed Materials without an authorized evaluation key is to be considered as use for commercial purpose regardless of duration of use. LICENSED MATERIALS LICENSED UNDER AN EVALUATION LICENSE MAY NOT BE FULLY FUNCTIONAL, AND CUSTOMER ASSUMES THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE LICENSED MATERIALS. SONNET WILL NOT UPDATE THE LICENSED MATERIALS, NOR WILL SONNET SUPPORT THE LICENSED MATERIALS.

Personal License

If the license is a personal license, Customer must be an individual (i.e., a natural person), and this paragraph applies: Subject to the terms and conditions of this Agreement, Sonnet hereby grants Customer, solely during the License Term, a non-exclusive, non-sublicensable, non-transferable license to (i) reproduce and install the Licensed Materials on the Designated Equipment solely at the Designated Site for use and access only by Customer, (ii) make an archival copy of the Licensed Materials solely for emergency back-up purposes and (iii) use the Licensed Materials for Customer’s own purposes. There is no right for anyone other than Customer to access or use the Licensed Materials for any purposes whatsoever.

Export Requirements

The Licensed Materials may be subject to export control laws, including the U.S. Export Administration Regulations and other export laws and regulations of other countries. You may not export or re-export the Licensed Materials or any copy or adaptation in violation of any applicable laws or regulations. You certify that you are not on the U.S. Department of Commerce’s Denied Persons List, the U.S. Department of Treasury's Specially Designated Nationals list or other government list prohibiting you from receiving the Licensed Materials.

U.S. Government Restricted Rights

Software and technical data rights granted to the federal government herein by these License Terms include only those rights customarily provided to end user customers. Sonnet provides this customary commercial license in software and technical data pursuant to FAR 12.211 (Technical Data) and 12.212 (Computer Software) and, for the Department of Defense, DFARS 252.227-7015 (Technical Data – Commercial Items) and DFARS 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation).

SONNET SOFTWARE, INC. SOFTWARE PRODUCT LIMITED WARRANTY

Software

Sonnet warrants for a period of 90 days from the date of purchase that the software that is included with the Licensed Materials will execute its programming instructions when properly installed on the personal computer or workstation indicated on the media. Sonnet does not warrant that the operation of the software will be uninterrupted or error free. In the event that this software fails to execute its programming instructions during the warranty period, your remedy shall be to return the CD-ROM(s), diskette(s), or tape cartridge(s) (Media) to Sonnet for replacement. Should Sonnet be unable to replace the media within a reasonable amount of time, your alternate remedy shall be a refund of the purchase price upon return of the Licensed Materials and all copies.

Media

Sonnet warrants the media upon which this software is recorded to be free from defects in materials and workmanship under normal use for a period of 90 days from the date of purchase. In the event any media proves to be defective during the warranty period, your remedy shall be to return the media to Sonnet for replacement. Should Sonnet be unable to replace the media within a reasonable amount of time, your alternate remedy shall be a refund of the purchase price upon return of the software and all copies.

Notice of Warranty Claims

You must notify Sonnet in writing of any warranty claim not later than 30 days after the expiration of the warranty period.

Limitation of Warranty

SONNET makes no other express warranty, whether written or oral, with respect to the Licensed Materials. Any implied warranty of merchantability or fitness is limited to the 90-day duration of this written warranty. Some states or provinces do not allow limitations on how long an implied warranty lasts, so the above limitation or exclusion may not apply to you.* This warranty gives specific legal rights, and you may also have other rights which vary from state to state, or province to province.

Exclusive Remedies

The remedies provided above are your sole and exclusive remedies arising out of any breach of warranty. In no event shall Sonnet be liable for any indirect, special, incidental, or consequential damages (including lost profit), whether based on warranty, contract, tort, or any other legal theory.  In no event shall Sonnet’s total cumulative liability and obligation in connection with the Licensed Materials exceed the purchase price that you paid to Sonnet for the Licensed Materials.  These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.  Some states or provinces do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Warranty Service

Warranty service may be obtained from the nearest Sonnet sales office or other location indicated in the owner's manual or service booklet.

* UK only

If you are a “consumer” as defined by statutes, parts of this statement may not apply to you.