THIS IS A LEGAL AGREEMENT BETWEEN YOU, THE END USER, AND LATTICE SEMICONDUCTOR CORPORATION ("LATTICE"). BY PROCEEDING WITH THE USE OF THE LICENSED MATERIALS, YOU: (1) ACKNOWLEDGE YOU HAVE READ THIS AGREEMENT, YOU UNDERSTAND IT, AND YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT; AND (2) IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL OR USE THE LICENSED MATERIALS.
1.1 "Lattice Device" means a programmable logic device, including a field programmable gate array (FPGA) or complex programmable logic device (CPLD), developed, designed or manufactured by or for Lattice.
1.2 "Licensed Materials" means the simulation models and characterization data in encrypted format to be provided by Lattice to Licensee.
1.3 "Licensee" means the individual, corporation or other legal entity, who is obtaining the Licensed Materials under the terms of this Agreement.
2.1 License Grant. Lattice grants to Licensee a non-exclusive, non-transferable, non-sublicensable, personal, revocable and royalty free license to use the Licensed Materials for the sole purpose of evaluating Lattice Devices simulated by the Licensed Materials. The Licensed Materials may only be used within Licensee's premises and by Licensee's employees. Use of the Licensed Materials by any third party is prohibited.
2.2 Copying. Licensee may copy the Licensed Materials for back-up or archival purposes only.
2.3 Derivative Works. Licensee may not modify or prepare derivative works of the Licensed Materials in whole or in part.
3. License Restrictions. Except for the rights expressly granted herein, the title and all intellectual property rights in and to the Licensed Materials remain the sole and exclusive property of Lattice or Lattice's licensors. Licensee agrees not to remove or destroy any copyright notices, proprietary markings, or confidential legends placed upon, contained within, or associated with the Licensed Materials. Licensee will not distribute, copy, transfer, lend, incorporate, modify, or use the Licensed Materials for any purpose except as expressly provided herein. Licensee will not attempt to reverse translate, decompile, or otherwise attempt to derive the source code of the Licensed Materials. Any use or attempted use of the Licensed Materials in violation of the restrictions contained in this Agreement is a breach of this Agreement which will cause irreparable harm to Lattice, entitling Lattice to injunctive relief in addition to all legal remedies, and will result in automatic termination of this Agreement.
4.1 Licensee acknowledges that the Licensed Materials are confidential and trade secret information of Lattice or its licensors. Licensee agrees to hold in confidence the Licensed Materials, using the same degree of care as it uses for its own confidential information of a similar nature, but no less than reasonable care, and not to disclose the Licensed Materials to any person other than Licensee's employees located on Licensee's premises, who have a need to know such information and who are subject to restrictions no less stringent than those contained herein. Licensee shall not disclose to any third party, the existence, subject matter, or terms and conditions of this Agreement. Licensee shall not publish or disclose the results of any benchmarking of the Licensed Materials or use such results for its own competing development activities.
4.2 Licensee agrees that Lattice may disclose Licensee's identity by name and address, and identify the Licensed Materials licensed, to the extent required by agreement with its licensor and partners.
5. Warranty Disclaimer. THE LICENSED MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LATTICE MAKES NO WARRANTIES WITH RESPECT TO THE LICENSED MATERIALS, WHETHER EXPRESSED, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR COMMUNICATION WITH LICENSEE, AND LATTICE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. LATTICE MAKES NO WARRANTIES REGARDING THE PERFORMANCE OR QUALITY OF THE LICENSED MATERIALS. LICENSEE ASSUMES RESPONSIBILITY FOR SELECTION OF THE LICENSED MATERIALS TO ACHIEVE ITS INTENDED RESULTS AND FOR THE PROPER INSTALLATION, USE, AND RESULTS OBTAINED FROM THE LICENSED MATERIALS. LICENSEE ASSUMES THE ENTIRE RISK OF THE LICENSED MATERIALS PROVING DEFECTIVE OR FAILING TO PERFORM PROPERLY, AND IN SUCH EVENT, LICENSEE WILL ASSUME THE ENTIRE COST AND RISK OF ANY REPAIR, SERVICE, CORRECTION, OR ANY OTHER LIABILITIES OR DAMAGES CAUSED BY OR ASSOCIATED WITH THE LICENSED MATERIALS.
6. Limitation of Liability. IN NO EVENT WILL LATTICE OR ANY OF ITS SUPPLIERS BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY DAMAGES, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, WHETHER CHARACTERIZED AS EXPENSES, LOST PROFITS, LOST SAVINGS, OR OTHER DAMAGES OF ANY SORT, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE LICENSED MATERIALS, EVEN IF LATTICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES HEREIN.
7. Indemnity. Licensee agrees to indemnify, defend and hold Lattice, its subsidiaries, successors, officers, directors and employees harmless from any and all actions, claims, demands, costs, liabilities, expenses and damages, including reasonable attorney's fees, arising out of or in connection with Licensee's use of the Licensed Materials in violation of this Agreement.
8. Export Control. Licensee agrees and certifies that the Licensed Materials will not be exported, directly or indirectly, into any country to which such export is prohibited by the United States Export Administration Act and the regulations thereunder without the required authorization from the United States government, nor will the Licensed Materials be used for any purpose prohibited by the same.
9. Term and Termination.
9.1 Term. This Agreement will continue indefinitely unless and until terminated. This Agreement will terminate automatically in the event Licensee fails to perform any of its obligations hereunder. Licensee may terminate this Agreement at any time by returning to Lattice the original and all copies of the Licensed Materials or by destroying the Licensed Materials and providing written certification of such destruction to Lattice. Upon termination of this Agreement for any reason, the licenses and rights granted to Licensee hereunder will cease, and Licensee will either return to Lattice the Licensed Materials, or upon Lattice's request, destroy the Licensed Materials and provide Lattice with written certification of their destruction.
9.2 Survival. Except for the licensing rights granted to Licensee, all terms and conditions will survive any termination or expiration of this Agreement.
10.1. Applicable Law. This Agreement will be governed by the laws of the State of Oregon without reference to any conflicts of law principles. Nothing in this Agreement will be interpreted or construed so as to limit or exclude the rights or obligations of Licensee or Lattice which it is unlawful to limit or exclude under applicable national laws, including the law of any Member State of the European Union which implement relevant European Communities Council Directives.
10.2. No Assignment. Licensee may not assign this Agreement or transfer any of its rights or obligations under this Agreement, in whole or in part, by operation of law or otherwise, without Lattice's prior written consent. Any attempted assignment or transfer by Licensee in violation of this provision shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties.
10.3. Third Party Beneficiary. Licensee agrees that parts of the Licensed Materials may have been licensed to Lattice from third parties and that such parties are intended third party beneficiaries of this Agreement.
10.4. Severability. If a court of competent jurisdiction finds any provision of this Agreement unlawful or unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.
10.5. Amendment; Waiver. No amendment to this Agreement will be effective unless it is in writing and signed by an authorized representative of both parties. The waiver of any breach or default will not constitute a waiver of any other right hereunder.
10.6. Entire Agreement. This Agreement is the entire agreement between the parties with respect to the subject matter and supersedes any other communication or prior agreements, oral or written, regarding the Licensed Materials. No additional terms or modifications proposed by either party shall be binding on the other party unless expressly agreed to in writing and signed by both parties.