Synopsys Software Development Kit Addendum

IMPORTANT INFORMATION – READ CAREFULLY

UNLESS YOU HAVE OBTAINED PERMISSION TO USE THE LICENSED PRODUCT UNDER A SEPARATE, DULY SIGNED LICENSE AGREEMENT OR AN EVALUATION LICENSE WITH SYNOPSYS OR AN AUTHORIZED DISTRIBUTOR, THE ACCOMPANYING SOFTWARE IS PROVIDED UNDER THE FOLLOWING TERMS AND CONDITIONS AND ANY SUPPLEMENTAL TERMS REFERENCED BELOW AND YOUR RIGHT TO USE THE SOFTWARE IS CONDITIONED UPON YOUR ACCEPTANCE OF THIS AGREEMENT.

IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS AND YOU DO NOT HAVE A SEPARATE LICENSE AGREEMENT AS REFERENCED ABOVE, YOU MAY NOT USE OR COPY THE SOFTWARE AND YOU MUST DELETE ANY COPIES OF IT FROM YOUR SYSTEMS.

1. SCOPE AND KEY TERMS.

This is a legal agreement concerning your use of the Licensed Product described below. The rights granted to the Licensed Product are expressly conditioned upon acceptance of these Terms and Conditions by the legal entity or person acquiring the license and, if applicable, responsible for payment. If you are using the Licensed Product as an employee, the legal entity that employs you is the “licensee.” Your employer may have already accepted a version of these Terms and Conditions by signing an Order Schedule referencing them. In all other circumstances, you are binding your employer and yourself personally as an employee, to these Terms and Conditions by using the Licensed Product. References below to “you” or “your” refer to the licensee of the Licensed Product. Synopsys is the “licensor,” regardless of whether you received the Licensed Product from Synopsys directly or an authorized distributor.

The Licensed Product is the proprietary information of Synopsys or its suppliers who retain exclusive title to their intellectual property rights in the Software. Your rights to the Licensed Product are limited to those expressly granted below and Synopsys reserves all rights not expressly granted in this Agreement

Definitions. Whenever capitalized in this Addendum:

1.1. “Addendum” means this Synopsys SDK Addendum.

1.2. “Agreement” means the applicable Synopsys End User Software License and Maintenance Agreement pursuant to which a license to the Licensed Product was granted to you in accordance with the terms and conditions therein. This Addendum is hereby incorporated by reference into the Agreement.

1.3. “Checker” means one or more bug checkers developed by you in compliance with the Documentation for specific use with the Licensed Product.

1.4. “Documentation” means, for purposes of this Addendum, the Documentation (as defined in the Agreement) that is specific to the Licensed Product licensed pursuant to this Addendum.

1.5. “SDK” (Software Development Kit) means the Documentation and the Licensed Product (source code and object code) provided or made available by Synopsys for use by you in connection with your use of the Licensed Product in accordance with the terms of the Agreement.

1.6. “Licensed Product” means, for purposes of this Addendum, the Synopsys Analysis Integration Toolkit (including without limitation any applications, sample code, simulator, tools, libraries, APIs, data, files, and materials).

1.7. “Term” means the period described in the applicable Purchasing Agreement for the Licensed Product.

2. SDK Internal Use License and Restrictions.

2.1 Permitted Uses and Restrictions. Subject to Your compliance with the terms and conditions of the Agreement and this Addendum, Synopsys hereby grants You during the Term, a limited, non-exclusive, personal, revocable, non-sublicensable and non-transferable license to:

2.1.1. Install up to the licensed number of copies of the SDK on computers owned or controlled by You, to be used internally by You or Your Authorized Users for the sole purpose of developing or testing Checkers; and

2.1.2. Make and distribute a reasonable number of copies of the Documentation to Authorized Users for their internal use only and for the sole purpose of developing or testing Checkers. You understand that Checkers developed using the SDK can only be installed or used in conjunction with the Licensed Product. Synopsys shall not be responsible for any costs, expenses or other liabilities You may incur as a result of Your Checker development or use of this SDK.

2.2. Copies. You agree to retain and reproduce in full the Synopsys copyright, disclaimers and other proprietary notices (as they appear in the SDK and Documentation provided) in any Checker created by You and in all copies of the SDK and Documentation that You is permitted to make under this Addendum.

2.3. Ownership.

2.3.1. Synopsys retains all rights, title, and interest in and to the SDK it may make available to you under this Addendum. You agrees to cooperate with Synopsys to maintain Synopsys’ ownership of the SDK (including all Synopsys SDK materials incorporated into the Checkers that are created in connection therewith), and you agrees to promptly provide notice of any claims relating to the SDK (and any SDK materials incorporated into such Checkers).

2.3.2. Except with respect to the SDK materials that are permitted to be incorporated into a Checker pursuant to the terms of this Addendum, You shall retain all rights, title and interest in and to the Checkers, subject to the use limitations stated herein.

2.3.3. You hereby grants to Synopsys, its subcontractors and authorized distributors, without charge, the right to use, copy, modify and create derivative works of any such Checkers solely for the purpose of (i) improving the operation, functionality or use of Synopsys’ existing and future product offerings and commercializing such offerings; and (ii) publishing aggregated statistics about software quality, provided that no data in any such publication can be used to specifically identify You or Your Checkers or software code.

2.4. No Other Permitted Uses. You agree not to rent, lease, lend, upload to or host on any website or server, sell, redistribute, or sublicense the SDK or any Checker, in whole or in part, or to enable others to do so. You shall not use the SDK or any Checker for any purpose not expressly permitted by this Addendum. You may not and You agrees not to, or to enable others to, copy (except as expressly permitted under this Addendum), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, decrypt, or create derivative works of the SDK or any services provided by the SDK, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law, or to the extent as may be permitted by licensing terms governing use of open-sourced components or sample code included with the SDK). You agree not to exploit any services provided by the SDK in any unauthorized way whatsoever. Any attempt to do so is a violation of the rights of Synopsys and its licensors of the SDK. If you breach any of the foregoing restrictions, you may be subject to prosecution and damages. All licenses not expressly granted in this Agreement are reserved and no other licenses, immunity or rights, express or implied are granted by Synopsys, by implication, estoppel, or otherwise. This Addendum does not grant you any rights to use any trademarks, logos or service marks belonging to Synopsys.

2.5. Releases and Workarounds; No Support or Maintenance. Synopsys may extend, enhance, or otherwise modify the SDK at any time without notice, but Synopsys shall not be obligated to provide you with any Releases or Workarounds to the SDK. If Releases or Workarounds are made available by Synopsys, the terms of this Addendum will govern such Releases and Workarounds. Synopsys is not obligated to provide any Maintenance or other support for the SDK. You acknowledge that Synopsys has no express or implied obligation to announce or make available any Releases or Workarounds of the SDK to anyone in the future. Should a Release or Workaround be made available, it may have APIs, features, services or functionality that are different from those found in the SDK licensed hereunder.

3. You Obligations

3.1. Use of the SDK. As a condition to using the SDK, you agree that:

3.1.1. You will only use the SDK for the purposes and in the manner expressly permitted by this Addendum and in accordance with all applicable laws and regulations;

3.1.2. You will not use the SDK for any unlawful or illegal activity, nor to develop any Checker which would commit or facilitate the commission of a crime, or other tortious, unlawful, or illegal act;

3.1.3. To the best of your knowledge and belief, Your Checkers do not and will not violate, misappropriate, or infringe any copyright, patent, trademark, trade secret, rights of privacy and publicity, or other proprietary or legal right of any third party or of Synopsys.

3.2. Requirements for Checkers. Any Checker developed using this SDK must comply with these criteria and requirements, as they may be modified by Synopsys from time to time:

3.2.1. Checkers may only use SDK materials in the manner prescribed by Synopsys and must not use or call any materials not published or authorized by Synopsys.

3.2.2. A Checker may not itself install or launch other executable code by any means, including without limitation through the use of a plug-in architecture, calling other frameworks, other APIs or otherwise. No interpreted code may be downloaded and used in a Checker except for code that is interpreted and run by the Licensed Product.

3.2.3. Checkers must comply with the Documentation provided by Synopsys.

3.2.4. If Your Checker includes any Open Source Licensed Product, You agree to comply with all applicable Open Source Licensed Product licensing terms. You also agrees not to use any Open Source Licensed Product in the development of Your Checker in such a way that would cause the non-Open Source Licensed Product portions of the SDK to be subject to any Open Source Licensed Product licensing terms or obligations, including, without limitation, any condition of use, copying, modification or redistribution, which would require such Checker or the Licensed Product and derivative works thereof to be disclosed or distributed in source code form, to be licensed for the purpose of making derivative works, or to be redistributed free of charge (including without limitation as software distributed under the GNU General Public License or GNU Lesser/Library GPL).

4. Indemnification. You agrees to indemnify, defend and hold harmless Synopsys (including without limitation its directors, officers, employees, independent contractors and agents) from any and all claims, losses, liabilities, damages, expenses and costs (including without limitation attorney’s fees and court costs) (collectively “Losses“) incurred by Synopsys as a result of Your breach of this Addendum, a breach of any certification, covenant, representation or warranty made by You in this Addendum, any claims that Your Checkers violate or infringe any third party intellectual property or proprietary rights, or otherwise related to or arising from Your use of the SDK, Your Checker(s) or Your development of Checkers, including any Losses as a result of a claim for death, personal injury or property damage. In no event may you enter into any settlement or like agreement with a third party that affects Your rights or binds Synopsys in any way, without the prior written consent of Synopsys.

5. No Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SDK IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE SDK IS PROVIDED “AS IS”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND SYNOPSYS AND SYNOPSYS’ LICENSORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SDK, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. SYNOPSYS DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SDK, THAT THE SDK WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SDK WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE SDK WILL BE CORRECTED, OR THAT THE SDK WILL BE COMPATIBLE WITH FUTURE SYNOPSYS PRODUCTS OR SOFTWARE.

6. ENTIRE ADDENDUM. This Addendum constitutes the complete and exclusive understanding and agreement between the parties on the subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to this Addendum.  Any waiver, modification or amendment to this Addendum will be effective only if in writing and signed by You and an authorized representative of Synopsys.  Parties specifically agree that Sections 1.4 (Documentation), 1.5 (Licensed Product), 2 (License), 4 (Warranty) and 5 (Indemnity) of the Agreement are not applicable to the SDK and that the SDK shall not be eligible for maintenance services.

END OF TERMS