Synopsys

Synopsys offers a seamless design flow from concept to manufacturable design to accelerate innovation for optical datacom, 5G, radio-over-fiber networks, microwave photonics, and leading-edge applications ranging from AR/VR, quantum computing, LiDAR, and biophotonics.

Device Design

The RSoft photonic device tools comprise the industry's widest portfolio of photonic device simulators for passive and active devices in optical communications and optoelectronics. See the latest innovations for AR/VR and PIC design, such as the S-Matrix/PDK Generation Utility, which gives PIC designers and process design kit (PDK) developers a powerful tool to create and use custom PDKs. Learn more.

Photonic Integrated Circuit Design

Synopsys is driving the advancement of photonic integrated circuit technologies with its PIC Design Suite, which includes the OptSim Circuit and OptoDesigner tools. The PIC Design Suite offers a complete, seamless design flow with photonic-aware physical layout capabilities enabled by support for foundry-specific PDKs, including:

  • Bidirectional interface between OptSim Circuit and OptoDesigner for an efficient PIC design workflow
  • Full support for schematic-driven layout (SDL)
  • PDK support for PIC foundries offering multi-project wafer (MPW) services, including AIM Photonics

Learn more.

System Design

The RSoft OptSim and ModeSYS™ tools simulate the performance of optical datacom system links through comprehensive simulation techniques and component models. Learn more.

Contact Synopsys for information on plans and pricing: photonics@synopsys.com.

Contact Synopsys for product support: pic_support@synopsys.com.

SYNOPSYS
END-USER SOFTWARE LICENSE AND MAINTENANCE AGREEMENT
(OPTICAL SOLUTIONS PRODUCTS)

This agreement covers the Optical Solutions Products and related services you license (or purchase) from Synopsys or a Synopsys designated distributor, regardless of any other agreement you may have with Synopsys or with any entity acquired by Synopsys. This agreement also supersedes and replaces any license agreement that may be provided with the Optical Solutions Products, including any provided in “shrink-wrap” or “click-through” format. This agreement will survive unless and until we enter into a new agreement that expressly replaces this one. If you use the Synopsys products and services as an employee of or for the benefit of your company, you represent that you have the power and authority to accept this agreement on behalf of your company. Your company will be the licensee under this agreement. By clicking on the “Accept” button of this agreement, or by downloading, installing or using the Synopsys products or services, you consent to the terms and conditions of this agreement on behalf of yourself and the company on whose behalf you will use the Synopsys products and services provided under this agreement. The effective date of this agreement is the date that you first download, install or use the Synopsys products or services. If you do not agree to the terms and conditions of this agreement or if you do not have the power and authority to accept the terms and conditions of this agreement on behalf of your company, you may not use the Synopsys products and services and Synopsys is unwilling to provide you with them.

1. Products and Services

The Synopsys Optical Solutions Products and related services that you may license or purchase under this agreement are identified in the Purchasing Agreements that you and Synopsys (or a Synopsys designated distributor) enter into from time to time under this agreement. These products and services may include (but are not limited to):

(a) Licensed Product, which means a Synopsys Optical Solutions Product.
(b) Maintenance Services, which means the software maintenance and support services described in section 5.
(c) Training Services, which means education in the use of Synopsys software products through standard curriculum educational services courses.

Additional terms and conditions (beyond those stated here and in any attached supplements) may apply to certain Licensed Products. When ordering these Licensed Products, you will be given an opportunity to review the additional terms and conditions that must be accepted for you to receive the Licensed Products. If the additional terms and conditions conflict in any way with the terms and conditions stated here, the additional terms and conditions will prevail.

2. Licenses

2.1 Your License Rights: When you purchase a license (other than an evaluation license) to a Licensed Product, upon its delivery you will have a nonexclusive right to:

(a) install the Licensed Product on a computer;
(b) install the License Key for the Licensed Product on the computer specifically identified in the License Key;
(c) allow your End Users to use the Licensed Product during the License Term solely for the purposes of designing, modifying and analyzing optical systems;
(d) make a reasonable number of copies of the Licensed Product solely for backup or archival purposes; and
(e) make a reasonable number of copies of the Documentation for the Licensed Product, and use the Documentation solely to support your use of the Licensed Product.

2.2 Evaluation Licenses: If you obtain an evaluation license for a Licensed Product, you will have the same license rights as described above except that you may use the Licensed Product only for the purpose of evaluating it and deciding whether to purchase a license to use it for production purposes. Also, evaluation copies of Licensed Products are provided “AS IS”. Therefore any warranty and indemnification provisions in this agreement do not apply to evaluation licenses.

2.3 Educational Licenses: If you have purchased or legally obtained an educational-use license as indicated in the Purchasing Agreement, you will have the same license rights as described above except that you may use the Licensed Product solely for instructional and educational purposes.

2.4 End Users: You may designate any of your employees whose primary work location is in the designated Use Area as End Users. You must ensure that your End Users use the Licensed Product only when they are in the designated Use Area, except that any End User who is your employee and whose primary work location is in the designated Use Area, may access the Licensed Product from his primary residence (provided that it is within 50 miles of the designated Use Area) or while traveling outside the designated Use Area for no more than 90 days per calendar year, through a secure network that requires a secure ID card or other more protective security safeguards.

2.5 Locked Licenses: The following terms apply only to Locked Licenses: A Hardware Key is required to use a Locked License. A Locked License may be used only on the single computer in which the Hardware Key is installed, and such computer must be located at your place of business. Replacement Hardware Keys are available for a fee.

2.6 Floating Licenses: The following terms apply only to Floating Licenses:

(a) Use Over a WAN: If you have purchased the right to use a Licensed Product over your wide area network (commonly referred to as a “WAN”), then unless the Purchasing Agreement states otherwise, the Licensed Product may be used by your End Users who are located at any of your facilities worldwide (if you purchased the right to use over a global WAN) or at any of your facilities on the same continent on which your Key Server is located (if you purchased the right to use over a continental WAN).

(b) Key Servers; Hardware Relocation: You may not permanently relocate a Key Server outside of the designated Use Area without obtaining written approval from Synopsys. If a Key Server becomes inoperative due to malfunction, repair, or maintenance, you may request Synopsys’s permission to set up and temporarily use a single back-up Key Server on another computer in the same Use Area until the original Key Server returns to service.

2.7 Conditions: Your right to use the Licensed Product is conditioned upon your timely payment of the full amount of Fees due for the Licensed Product and your compliance with the terms and conditions of this agreement. When the License Term expires, your license rights also expire and you may no longer use the Licensed Product.

2.8 Restrictions: You may not (and may not allow anyone else to):

(a) copy or use any Licensed Product (or Documentation) in any manner that is not expressly allowed by the license rights stated above;
(b) decompile, reverse engineer (except to the extent required by open source license), or otherwise attempt to derive the source code for any Licensed Product or any underlying algorithms, user interface techniques, or other ideas embodied in a Licensed Product;
(c) tamper with, or attempt to circumvent or disable, any Hardware Key or License Key (this includes, for example, resetting the CPU time in order to extend the License Term or using a false host ID number or additional virtualized copy(ies) of the host ID number to enable unauthorized copies of a License Key);
(d) distribute any copy of a Licensed Product (or Documentation) except as expressly allowed by the license rights stated above, or allow anyone other than your End Users to have access to or use (such as in a timesharing, service bureau, or application service provider model) any Licensed Product;
(e) use a Licensed Product or its output to provide services for third parties, or to develop or enhance any product that competes with a Synopsys product or assist a third party in doing so;
(f) modify or create a derivative work of any part of a Licensed Product or Documentation; or
(g) disclose the results of any benchmarking of a Licensed Product (whether or not the results were obtained with assistance from Synopsys) to any third party.

If the License Key limits the number of End Users who may use a Licensed Product simultaneously or the number of simultaneous Clients, you must ensure that this limit is not exceeded, by platform virtualization or any other means.

2.9 Copies: If you make backup or archival copies of a Licensed Product or Documentation, you must reproduce all copyright, trademark, and other notices that appear on the original copy.

2.10 Transfers and Assignments: You may not transfer or assign your license rights to any other person in any manner (by assignment, operation of law or otherwise) unless you have obtained written consent from Synopsys. If you attempt to transfer or assign any of your license rights without Synopsys’s consent, the transfer or assignment will be ineffective, null, and void (and you will be in material breach of this agreement). For purposes of this section 2.10, a transfer or assignment of your license rights will be deemed to have occurred (a) if a third party (or group of third parties acting in concert) acquires beneficial ownership of fifty percent (50%) or more of either (i) your or a Parent Entity’s assets or (ii) the stock or other equity interests entitled to vote for your or a Parent Entity’s directors or equivalent managing authority, or (b) in the event of a merger, consolidation or other business combination between you or a Parent Entity and one or more third parties where your or a Parent Entity’s stockholders immediately before that transaction own (directly or indirectly), after that transaction, less than fifty percent (50%) of the stock or other equity interests entitled to vote for the directors or equivalent managing authority of the surviving entity.

2.11 Life Critical Applications. You agree that you are solely responsible if you use a Licensed Product in an application in which a failure of the system that uses the Licensed Product, or any results from the use of a Licensed Product, can be reasonably expected to result in personal injury or death (“Life Critical Application”). You further agree that you shall defend, indemnify and hold Synopsys harmless from and against any and all losses, costs, liabilities, damages and expenses (including attorneys' fees) arising out of or related to your use of a Licensed Product in a Life Critical Application or in other applications where any failure of the Licensed Product results, or is claimed to result, in personal injury or death

3. Order and Delivery

3.1 Ordering Synopsys Products: You may order the products and services identified in the Purchasing Agreements at any time by submitting an order to Synopsys (through Synopsys’s on-line ordering system or as otherwise directed by Synopsys) or to Synopsys’s designated distributor. When using Synopsys’s on-line ordering system, you shall be responsible for ensuring that all information you provide is accurate and complete and that any person placing an order on your behalf has your authority to do so. Once you submit an order, you may not cancel or change it. Your order must indicate which products and services you want to purchase (including, in the case of Licensed Products, the type of license, the quantity, the License Term, the location(s) of your facility(ies) where the Licensed Products may be used (we may refer to this as the “Authorized Sites” in a Purchasing Agreement), and any other information needed to fulfill your order (including any information needed to generate a License Key). Synopsys or its distributor may, in its reasonable discretion, accept or reject your order. Synopsys or its distributor may accept your order by sending you written or electronic notice of acceptance or simply by fulfilling your order. If your order for one or more Licensed Products is accepted, Synopsys or its distributor will then deliver to you the Licensed Products along with the corresponding Documentation and License Keys. Synopsys will deliver these materials to you electronically except where prohibited by law.

3.2 Electronic Software Transfer: When Synopsys delivers a Licensed Product by electronic software transfer, Synopsys will send you an e-mail to your designated e-mail address(es) to notify you that the Licensed Product is available. Synopsys’s obligation to deliver the Licensed Product will be fulfilled when this e-mail notice is sent. You will be responsible for downloading or requesting for delivery the Licensed Product and Documentation from the FTP Server and the License Key from Synopsys’s website at www.synopsys.com, unless Synopsys gives you other instructions. You must notify Synopsys in writing if you change your designated e-mail address(es).

3.3 Tangible Media: When Synopsys delivers Licensed Products to you on tangible media, the media may contain other software programs in addition to the Licensed Products. If it does, you will not have a license to use (and the License Keys for the Licensed Products will not permit you to use) these other software programs, and you must not attempt to access, use, reproduce, modify, reverse engineer, or otherwise tamper with these other software programs. If you lose or damage the media, Synopsys will, at your request, provide a replacement at a nominal charge. All deliveries of tangible items by Synopsys, Inc. will be made F.O.B. Origin; all deliveries of tangible items by other Synopsys entities will be made Ex Works (EXW) Origin.

4. Fees and Payment

4.1 Fees: The Fees for the products and services you may purchase under this agreement will be identified in your Purchasing Agreements with Synopsys or Synopsys’s designated distributor. You agree to pay the Fees according to the payment terms in the applicable Purchasing Agreement. Sections 4.2 through 4.4 apply to purchases you make directly from Synopsys. If you have purchased through Synopsys’ designated distributor, the distributor’s fees and payment terms shall apply to your purchases.

4.2 Payments: If the applicable Purchasing Agreement does not contain specific payment terms for the Fees in question, payment of those Fees will be due within 30 days after the date of Synopsys’s invoice. If you do not pay an amount by the scheduled due date, Synopsys will have the right to withhold the delivery of License Keys and/or terminate this agreement or a Purchasing Agreement and accelerate the due date of all remaining payments. In this event, you will owe the entire outstanding balance as soon as you receive written notice from Synopsys that your payment is due. All payments you make to Synopsys are non-refundable. You may not offset any amounts you believe Synopsys owes you against any payments you make to Synopsys under this agreement. You must make payments in the currency indicated in the Purchasing Agreement. If you do not pay an amount by the due date, you must also pay a late payment charge of 1.5% per month or the highest rate permitted by law, whichever is less.

4.3 Taxes: You will be solely responsible for paying all taxes (including sales, use, consumption, withholding, and value-added taxes and similar taxes), other than Synopsys’s income taxes, that are imposed on or result from your purchase, license, or use of Synopsys products and services. If Synopsys is required by law to collect and remit any such taxes, Synopsys may invoice you for such taxes and you agree to pay the invoiced amount to Synopsys. If you are required by the respective jurisdiction where the Licensed Products are used, or where services are provided, to withhold taxes from payments to Synopsys, you may withhold from the total amount due to the respective Synopsys distributing entity the minimum amount required (but no more). You may only withhold taxes related to a payment at the time of such payment. You must then promptly pay that amount to the appropriate tax authority and provide Synopsys with an official receipt for the payment within 60 days of your payment.

4.4 Bankruptcy: If you become the subject of any bankruptcy, dissolution, liquidation, or similar proceedings or make a general assignment for the benefit of your creditors, Synopsys may apply any payments you have previously made to Synopsys for products or services not yet delivered by Synopsys against any amounts you owe Synopsys at that time for products or services that have been delivered by Synopsys (under this agreement or otherwise).

5. Services

5.1 Maintenance Services: If you are entitled to Maintenance Services from Synopsys for a Licensed Product, then the terms and conditions of this Section 5 apply. Maintenance Services consist of the following:

(a) Support: Synopsys will provide you with access to Online Support, and will use commercially reasonable efforts to make available the Synopsys Support Center on Monday through Friday, during Synopsys’s normal business hours, excluding Synopsys’s scheduled holidays. A valid corporate email address is required to access the Online Support.

(b) Updates: Synopsys will use commercially reasonable efforts to provide Updates as they become generally available. Any other upgrades or enhancements to the Licensed Products are not made available by Synopsys as part of Maintenance Services and may be subject to additional charges.

5.2 Updates to Terms: Synopsys may update its Maintenance Services terms on 60 days prior written notice, provided that these updates are applied generally to its Maintenance Services customers.

5.3 Conditions: In order to receive Maintenance Services from Synopsys for a Licensed Product, you must: (a) have purchased Maintenance Services for such Licensed Product (unless it is licensed under a TSL, in which case Maintenance Services are included); (b) follow the directions provided by Synopsys to resolve technical problems; and (c) follow the operating instructions and procedures for the Licensed Product as specified in the Documentation or provided by Synopsys.

5.4 Exclusions: Synopsys will have no obligation to provide Maintenance Services for any Licensed Products that are damaged, modified (by anyone other than Synopsys), incorporated into other software, or installed in any computing environment not supported by Synopsys; or for any version of a Licensed Product other than the latest and immediately preceding version; or for any problems caused by your negligence, abuse, misuse, or by any causes beyond Synopsys’s reasonable control.

5.5 Reinstatement of Maintenance Services: If Maintenance Services for a Perpetual License are terminated for any reason, or if you wish to renew such Maintenance Services more than thirty (30) days after Maintenance Services for the Perpetual License have been terminated, you may be permitted to reinstate or renew Maintenance Services, at Synopsys’s sole option, provided that (a) Synopsys offers Maintenance Services to its customers generally for the Licensed Product in question, and (b) you pay Synopsys the following: all applicable Maintenance Services fees for the period during which you were off Maintenance Services, and Synopsys’s then-current reinstatement fee plus payment for the new Maintenance Services term.

5.6 Training Services: Synopsys offers Training Services, which may be purchased and ordered separately from Synopsys or a Synopsys designated distributor.

6. Confidentiality

6.1 Confidentiality Obligations: Each party (you and Synopsys) agrees to abide by the following confidentiality obligations with respect to the other party’s Confidential Information:

(a) do not disclose it to any third party unless (i) the other party has given its specific and express prior written approval, (ii) the disclosure is expressly allowed under this agreement, or (iii) the disclosure is necessary to comply with a valid court order or subpoena;
(b) do not use it for any reason other than to exercise its rights and perform its obligation under this agreement; and
(c) protect it from unauthorized dissemination in the same manner as that party protects its own Confidential Information, and in any event with reasonable precautions (which include limiting access to employees and contractors on a “need to know” basis).

6.2 Mandatory Disclosures: If you believe you must disclose Synopsys’s Confidential Information in order to comply with a valid court order or subpoena, you must promptly notify Synopsys and cooperate with Synopsys if Synopsys chooses to contest the disclosure requirement, seek confidential treatment of the information to be disclosed, or to limit the nature or scope of the information to be disclosed. Synopsys will do the same if it believes it must disclose your Confidential Information in these circumstances.

6.3 Additional Obligations: In addition to your general obligations of confidentiality regarding the Licensed Products and Documentation, you must take the following steps to help prevent any unauthorized access to or use of the same:

(a) you must ensure that each End User who is your independent contractor (not your employee) has access to and uses the Licensed Products and Documentation only while working on your physical premises; and
(b) you must monitor each End User’s use of the Licensed Products to ensure that the End User abides by the terms of this agreement.

7. Term and Termination

7.1 Term of Agreement: The term of this agreement will begin on the effective date stated above and will end when the last Purchasing Agreement expires, unless this agreement is terminated sooner by either party.

7.2 Term of Purchasing Agreement: Each Purchasing Agreement will have its own term, as indicated on that Purchasing Agreement.

7.3 Rights to Terminate: Each party has the right to terminate this agreement, by giving written notice of termination to the other party, if (a) the other party breaches this agreement and (b) either the breach cannot be cured or, if the breach can be cured, it is not cured by the breaching party within 15 days after receiving written notice of the breach from the non-breaching party.

7.4 Consequences of Termination: If and when either you or Synopsys terminates this agreement, all Purchasing Agreements in effect at that time will also terminate. When this agreement, a Purchasing Agreement or an individual license to a Licensed Product expires or is terminated:

(a) you must (i) immediately cease all use of the Licensed Products, Documentation, and other Confidential Information (ii) promptly return to Synopsys or destroy all copies of the Licensed Products, Documentation, and other Confidential Information in your possession or control, and (iii) certify in writing to Synopsys that you have complied with clauses (i) and (ii);
(b) you will remain obligated to pay any amounts you owe to Synopsys at that time; and (c) the provisions of sections 4, 6, 7.4, 8 and 9 will remain in effect.

8. Infringement Claims

8.1 Indemnity: Synopsys will, at its own expense, be entitled to defend (or at its sole option, settle) any claim asserted against you by a third party that any Licensed Product you obtained from Synopsys under this agreement directly infringes any U.S. patent, copyright, trademark, or trade secret. Synopsys will indemnify you for any damages you suffer and costs you reasonably incur that are directly attributable to any such claim and that are assessed against you in a final, non-appealable judgment or agreed upon by Synopsys in a settlement.

8.2 Conditions: Synopsys’s obligations to defend and indemnify you with respect to a particular claim are subject to the following conditions:

(a) you must promptly give Synopsys written notice of the claim;
(b) you must identify the specific Licensed Product(s) at issue in the claim and indicate how the Licensed Product(s) is(are) utilized by you or your products;
(c) you must give Synopsys sole control and authority over the defense and settlement of the claim; and
(d) you must provide Synopsys with all information you have regarding the claim and cooperate with Synopsys when Synopsys defends or attempts to settle the claim.

8.3 Pro-Active Steps: If any Licensed Product is, or Synopsys believes is likely to become, the subject of a claim for which Synopsys would be obligated to defend and indemnify you, then Synopsys may, at its option, do any of the following:

(a) obtain for you (at no cost to you) the right for you to continue using the Licensed Product as permitted by this agreement;
(b) replace or modify the Licensed Product to avoid the infringement problem, as long as there is no material loss of functionality; or
(c) if Synopsys reasonably concludes that it will not be feasible to do either of the above, terminate your license for the Licensed Product and give you a prorated refund (based on how much of the License Term has elapsed) of the Fees you paid for that license.

8.4 Exclusions: Synopsys will have no obligation to defend or indemnify you (notwithstanding the first paragraph of this section) with respect to any claim that is based on or attributable to any of the following:

(a) any modification made to the Licensed Product by anyone other than Synopsys;
(b) the combination or use of the Licensed Product with other products, processes, or materials not supplied by Synopsys or specified in the Documentation as being necessary to use the Licensed Product;
(c) your continued engagement in infringing activities after you were notified of the infringement or after Synopsys informed you of a modification or workaround that would have avoided the infringement; and
(d) your use of the Licensed Product in a manner not permitted by this agreement.

8.5 Burden of Proof: You will have the burden of showing that indemnification is required pursuant to this section 8 and that the exclusions in section 8.4 are not applicable.

8.6 No Other Obligations: Except as expressly stated in this section 8, Synopsys has no obligation or liability to you for any actual or alleged infringement related to the Licensed Products or Documentation

9. Other Terms

9.1 Ownership of IP Rights: Synopsys and its licensors own all Intellectual Property Rights in the Licensed Products and Documentation. Your only rights in the Licensed Products and Documentation are the rights expressly granted in this agreement; all other rights are reserved by Synopsys. Synopsys’s licensors are third-party beneficiaries of, and thus may enforce against you, the license restrictions and confidentiality obligations in this agreement with respect to their intellectual property and proprietary information. You will own all Intellectual Property Rights in the designs and products you create using the Licensed Products and Documentation, subject to Synopsys’s (and its licensors’) ownership of the Intellectual Property Rights in the Licensed Products and Documentation. Synopsys may freely use and disseminate any Feedback you provide. You agree not to claim that Synopsys owes you any compensation for its use or dissemination of such Feedback.

9.2 Audit and Compliance: Synopsys may audit (using its own employees and those of an independent auditing firm that is subject to appropriate confidentiality obligations) your use of the Licensed Products and Documentation to verify your compliance with this agreement. You agree to give Synopsys (or the auditing firm) reasonable access to your facilities and records for purposes of conducting these audits. Synopsys will give you at least five days advance notice before conducting an audit. Audits will be conducted during normal business hours and no more than once per year, unless Synopsys has a good-faith basis for believing that more frequent audits are warranted. Synopsys will bear all the costs it incurs (including the fees and expenses of the auditing firm, if any) in conducting an audit, unless the audit reveals that you have failed to comply with this agreement in a material way, in which case you agree to reimburse Synopsys for these costs. Licensed Products may communicate with computers of Synopsys or Synopsys contractors for the purpose of checking for and notifying End Users of updates, and to ensure that the Licensed Product in use is licensed in compliance with this Agreement. Synopsys will not collect any personally identifiable data in this process and will not disclose any data collected to any third party without your prior written consent, except to Synopsys’s outside attorneys or as may be provided to a court of competent jurisdiction.

9.3 Automatic Updates: Licensed Products communicate with Synopsys servers for the purpose of providing Updates, detecting software piracy and verifying that customers are using Licensed Products in conformity with the applicable License Key for such Licensed Products. Synopsys will use information gathered in connection with this process to deliver software updates and pursue software pirates and infringers.

9.4 Disclaimer of Warranties. All Licensed Products and Documentation are provided “AS IS”. Synopsys disclaims all warranties (express, implied, or statutory), including any warranties of merchantability, fitness for a particular purpose, title, or non-infringement and any warranties arising from a course of dealing or usage of trade.

9.5 Limitation of Liability: For each product or service you license or purchase from Synopsys under this agreement, Synopsys’s total, cumulative liability to you, including under section 8, is limited to the amount of Fees you paid for that product or service (regardless of the nature of the liability or the nature or number of claims giving rise to the liability). Synopsys will not, under any circumstances or any theory of liability, be liable to you for any lost profits, loss of data, or consequential, incidental, or special damages arising from this agreement or the products and services provided to you under this agreement. However, this disclaimer of Synopsys’s liability for consequential damages does not limit or reduce Synopsys’s obligations to defend and indemnify you under section 8. The limitations of liability in this section are a fundamental part of this agreement and enable Synopsys to provide products and services to you at lower prices. These limitations of liability are intended to apply even if an exclusive remedy is found to have failed of its essential purpose.

9.6 Export Controls: You are and shall remain familiar with your obligations under any and all laws, statutes, regulations, ordinances or any local, states, federal, national, or other jurisdictional locality, and including, without limitation, all laws applicable to the export and import of Synopsys products, technology, and services and shall comply with all laws directly or indirectly applicable to its activities hereunder or otherwise pursuant to or in connection with this Agreement, the license or use of any Product and/or technology, and the delivery of any Support and/or Services. Products and/or Technology sold under this agreement may be subject to various Export Control Laws and Regulations including but not limited to, U.S. Export Administration Regulations (EAR), the U.S. Office of Foreign Asset Control (OFAC), the European Union (EU) Export Control Regime Regulation (EC) No. 428/2009, and/or the EU Consolidated Sanctions List. Where a product and/or technology is identified as export controlled from the country(ies) of export to (1) the destination country(ies), (2) a restricted/proscribed end use, and/or (3) a restricted end user, a government-issued export license must be obtained prior to fulfillment under this agreement and in accordance with all applicable laws and in all applicable jurisdictions. You agree that Synopsys shall not be required to complete delivery of export controlled products unless and until all required export licenses have been obtained.

9.7 Governing Law; Jurisdiction: This agreement is governed by the laws of the United States and the State of California, without regard to conflicts of laws principles. The federal and state courts located in Santa Clara County, California have exclusive jurisdiction over any disputes arising from or relating to this agreement, and each party consents to such jurisdiction and venue.

9.8 Notices: Any notice, approval, consent, or other communication intended to have legal effect under this agreement must be given to the other party in writing, must be sent by first-class, registered, or overnight mail or private overnight courier (to the address for the other party stated on the signature page, unless the other party has given notice of a new address), and will be deemed given upon receipt or when delivery is refused. A copy of any communication sent to Synopsys must also be sent to the attention of the General Counsel.

9.9 Waivers: Either party’s failure to enforce any provision of this agreement will not be deemed a waiver of the future enforcement of that provision or enforcement of any other provision. In order to be binding, a waiver must be in writing and signed by the party giving the waiver.

9.10 Independent Contractors: The parties to this agreement are independent contractors. Neither party is the agent or partner of the other party, or has any power or authority to act on behalf of the other party.

9.11 Severability: If any provision in this agreement is found to be invalid or unenforceable as written, the remaining provisions will remain in full force and effect and the invalid or unenforceable provision is to be construed (and, if necessary, modified) so that it is valid and enforceable to the greatest extent possible.

9.12 Attorneys’ Fees: The prevailing party in any action to enforce this agreement will be entitled to recover costs and expenses including reasonable attorneys’ fees.

9.13 Remedies: Except where this agreement expressly provides exclusive remedies, all rights and remedies of either party (including termination rights) are cumulative. You agree that monetary damages alone would not be an adequate remedy, and therefore Synopsys will be entitled to injunctive relief if you materially breach the license restrictions or confidentiality provisions in this agreement.

9.14 Force Majeure: Each party will be excused from performance of its obligations under this agreement, except payment obligations, to the extent that performance is rendered impossible by earthquake, fire, flood, governmental action, labor disruptions, supplier failures, or any other event or circumstance beyond that party’s reasonable control.

9.15 Construction: Section headings in this agreement are for convenience only. The word “including” (and variations thereof) is not intended to be limiting. No rule of strict construction is to be used when interpreting this agreement.

9.16 Counterparts: This agreement may be signed in multiple counterparts, each of which will be deemed an original and which together will constitute one instrument.

9.17 Government Users: If you are a branch or agency of the United States Government, or are acquiring any Licensed Product on behalf of any branch or agency of the United States Government, then the following provision applies. The Licensed Products and Documentation are comprised of “commercial computer software” and “commercial computer software documentation”, as such terms are used in 48 C.F.R. 12.212, and are provided to the Government (a) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3.

9.18 Synopsys Entities: Synopsys, Inc. and its wholly-owned subsidiaries, including, but not limited to, Synopsys International Limited, Synopsys International Limited Taiwan Branch, Synopsys Global Kft and Nihon Synopsys, G.K., have agreed to their respective rights and obligations regarding the distribution of the Licensed Products and the performance of obligations related to the Licensed Products. You acknowledge that: (a) Synopsys Inc. or any directly or indirectly wholly-owned subsidiary or branch of Synopsys, Inc. may treat a purchase order addressed to that entity, representative office or branch as having been addressed to the appropriate entity or entities or branch with distribution rights for the geographic region in which the Licensed Products will be used; and (b) delivery will be completed by the Synopsys entity or branch with distribution rights for the geographic region in which the Licensed Products will be used or service will be provided. For products used or services provided in a country in the Americas or Africa, the distributing Synopsys entity is Synopsys, Inc., based in California, USA. For products used or services provided in Taiwan, the distributing Synopsys entity is Synopsys International Limited Taiwan Branch, based in Taiwan. For products used or services provided in Hungary, Australia, Belarus, Bulgaria, Israel, Poland, the Republic of Korea, Romania, Russia, Ukraine or Vietnam, the distributing Synopsys entity is Synopsys Global Kft, based in Hungary. For products used or services provided in Japan, the distributing Synopsys entity is Nihon Synopsys G.K., based in Japan. For products used or services provided in any country other than those identified above, the distributing Synopsys entity is Synopsys International Limited, based in Ireland.

9.19 Entire Agreement: This agreement and any applicable attachments and Purchasing Agreements are the entire agreement between the parties concerning its subject matter, and supersede any prior or contemporaneous agreements, communications, or understandings (whether written or oral). However, any confidentiality or nondisclosure agreements that Synopsys previously entered into with you will remain in effect (according to their terms) with respect to the confidential information disclosed thereunder.

9.20 Amendments: This agreement may be amended only by means of a written instrument signed by authorized representatives of both parties that specifically refers to this agreement and states the parties’ intention to amend it. No additional or inconsistent terms on any purchase order or similar document you may submit to Synopsys will be binding on Synopsys or have any legal effect.

Glossary of Definitions

Client means an instance of a Licensed Product running on a computer. This means, for example, that two Clients can be either two instances of a Licensed Product running on the same computer or one instance of a Licensed Product running on each of two computers.

Confidential Information of Synopsys means: (a) the Licensed Products (in any form), the Documentation, the License Keys, and Online Support; (b) all ideas and information (such as algorithms) contained or embodied in the Licensed Products, Documentation, License Keys, or Online Support; (c) the prices, discounts, payment terms, and other information in the Purchasing Agreements; (d) Synopsys Training Services materials including without limitation presentations, demonstrations, software and course handouts, and (e) any other confidential or proprietary information that Synopsys provides to you in connection with this agreement. Your Confidential Information is any confidential or proprietary information in (i) written form that you provide to Synopsys in order for Synopsys to fulfill your orders and provide products and services to you under this agreement, and (ii) oral form that you provide to Synopsys in order to receive Maintenance Services; as long as you notify Synopsys at the time of disclosure that such information is to be treated as confidential under this agreement. However, Feedback is not your Confidential Information. Also, Confidential Information does not include any of the following: (1) information that has become generally available to the public, through no fault of yours (in the case of Synopsys Confidential Information) or Synopsys (in the case of your Confidential Information) and that is not still regarded as a trade secret under laws governing information that was negligently or maliciously distributed; (2) information that the receiving party had already obtained in a tangible form, through lawful means, before obtaining it under this agreement; (3) information that the receiving party developed independently, without the use of any materials or information obtained from the other party in connection with this agreement; (4) information that the receiving party has lawfully obtained, in a tangible form, from a third party that had the right to provide it to the receiving party; or (5) information that the disclosing party releases for publication in writing.

Documentation means any user manuals, reference manuals, release, application and methodology notes, written utility programs, and other materials in any form provided by Synopsys or its designated distributor for use with a Licensed Product.

End User means an individual who works for you as an employee or independent contractor and whom you designate and authorize to access and use a Licensed Product as permitted by this agreement.

Error means a defect in a Licensed Product that causes it to deviate substantially from the specifications in the corresponding Documentation.

Feedback means any ideas or suggestions you voluntarily provide to Synopsys (in any manner, whether in writing or orally or otherwise) regarding the Licensed Products or Documentation, including possible enhancements or improvements.

Fees means the amounts you must pay when you purchase Synopsys products and services under this agreement, as identified in each Purchasing Agreement.

Floating License means a licensing approach in which the purchased number of licenses for the Licensed Product are shared among the End Users, as permitted by the License Key that is installed on a Key Server.

FTP Server means a Synopsys server that you can access via the Internet in order to download Licensed Products you have ordered.

Hardware Key means the computer hardware device used for authentication purposes and which is required to use a Locked License.

Intellectual Property Rights means all patent rights, copyrights, trade secret rights, mask works, and trademark rights (including service marks and trade names), and any applications for these rights, in all countries.

Key Server means the computer with the host I.D. number that is identified in the License Key and which controls access to and enables the use of a Licensed Product.

License Key means a document (in physical or electronic format) provided by Synopsys that identifies: (a) the Licensed Product, including version number, licensed to you; (b) the Key Server (for Floating Licenses) or the Hardware Key (for Locked Licenses); (c) the number of permitted Clients; and (d) the codes that initialize use of the Key Server.

License Term means the period of time during which you may use a Licensed Product under a particular license.

Licensed Products has the meaning given in section 1 of this agreement.

Locked License means a licensing approach in which the Licensed Product and Hardware Key are installed and run on the same computer used by the End User.

Maintenance Services has the meaning given in section 1 of this agreement.

Online Support means Synopsys’s suite of online support services accessible via the Internet.

Optical Solutions Product means a Synopsys software product that is used to design, modify or analyze optical systems.

Parent Entity means a person, company or other entity that owns, directly or indirectly, more than fifty percent (50%) of your assets or of the stock or other equity interests entitled to vote for your directors or equivalent managing authority.

Perpetual License means a license of a Licensed Product that is continuous until non-renewal of Maintenance Services, upon which a License Key, with a term of twenty (20) years and without the right to receive Maintenance Services, shall be issued for the Licensed Product, unless the license is sooner terminated in accordance with this Agreement.

Purchasing Agreement means the applicable sales quotation, purchase agreement or other agreement describing (among other things) the products and services that you have licensed or purchased, including pricing information, from Synopsys or Synopsys’s designated distributor.

Synopsys Competitor means any corporation or other legal entity in the business of developing and/or marketing (including making generally commercially available to end user customers) one or more software products used to design, modify or analyze optical systems, or related services.

TSL means a time-based technology subscription license of a Licensed Product. A TSL lasts for a specific period of time (the License Term) from when the license is delivered and includes (at no additional charge) Maintenance Services for the Licensed Product in question.

Updates means error corrections and minor improvements to the Licensed Products.

Use Area for a Licensed Product means a single geographical site that you own or occupy as your place of business, which may consist of one or more buildings located within 5 miles of one another, and in which the Clients and End Users for that Licensed Product (and Key Servers for Floating Licenses) are all located, except as modified by the right to allow End Users to access remotely in section 2.4 or use over a WAN in section 2.6.

WAN means a wide area network as referred to in section 2.6.

You (and variations thereof) means the entity that agrees to this agreement as the customer.


EULOP2 - Rev. 2014 Feb. 10

 

 

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