CIRANOVA, INC. END USER SOFTWARE LICENSE AGREEMENT Copyright 2006 Ciranova, Inc. All Rights Reserved. This is a legal agreement between You and CIRANOVA, INC. ("CIRANOVA"). YOU MUST READ AND AGREE TO THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT BEFORE ANY LICENSED SOFTWARE CAN BE DOWNLOADED OR INSTALLED OR USED. BY CLICKING ON THE "ACCEPT" BUTTON OF THIS SOFTWARE LICENSE AGREEMENT, OR DOWNLOADING LICENSED SOFTWARE, OR INSTALLING LICENSED SOFTWARE, OR USING LICENSED SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT, THEN YOU SHOULD EXIT THIS PAGE AND NOT DOWNLOAD OR INSTALL OR USE ANY LICENSED SOFTWARE. BY DOING SO YOU FOREGO ANY RIGHTS TO DOWNLOAD OR INSTALL OR USE LICENSED SOFTWARE. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY ON WHOSE BEHALF YOU ARE ACCEPTING THIS AGREEMENT. 1. DEFINITIONS. 1.1 "Ciranova Open Code" means Ciranova owned and developed software tools and libraries made available by Ciranova, in its sole discretion, now and in the future, in source code form, for use along with the Software or otherwise. 1.2 "Intellectual Property Rights" means worldwide statutory and common law rights associated solely with: (i) patents and patent applications; (ii) works of authorship including copyrights, copyright applications, copyright registrations and "moral rights;" (iii) the protection of trade and industrial secrets and confidential information; and (iv) divisions, continuations, renewals, and re-issuances of the foregoing now existing or acquired in the future. 1.3 "PCell" means the generally accepted semiconductor industry term for a library element used in an integrated circuit design to create layout when executed, or instantiated, during the design of an integrated circuit. PCells developed by Licensee using the Software are referred to as "PyCells" and represent the output of the Software. 1.4 "Software" means collectively, the software and associated documentation (if any) provided by Ciranova for use to create PyCells including the Ciranova PyCell Studio, Ciranova OpenAccess PCell Plug-In, Pyros Interactive Layout Viewer, Ciranova Python IDE, PyCell Library Generator, PyCell Explorer, PyCell Developer Kit, and if so provided by Ciranova in its sole discretion, the Ciranova Open Code software. 2. LICENSE GRANT. 2.1 Software License Grant. Except as set forth herein and so long as Licensee is in compliance with this Agreement, Ciranova hereby grants to Licensee, to the extent of Ciranova's Intellectual Property Rights, a non-exclusive, worldwide and free of charge license to download and install the Software to do the following: (i) Use the Software within Licensee's enterprise to design integrated circuits; (ii) Reproduce and redistribute the Software within Licensee's enterprise, and to licensee's contractors, for use to design integrated circuits; and (iii) Use the Software to create PyCells, libraries of PyCells, and other output of the Software relevant to the use of PyCells, for use and distribution. 2.2 Ciranova Open Code License Grant. Subject to the copyright and permission notice set forth in Attachment A, Ciranova grants Licensee and Licensee Partners permission to, free of charge, use the Ciranova Open Code without restriction including without limitation the right to use, perform, display, copy, modify, merge, publish, distribute, sublicense, and sell copies of the Ciranova Open Code, and otherwise dispose of any elements thereof including as part of integrated circuits. 3. NO LICENSE FEES; NO ROYALTY FEES. The Software is being provided to Licensee free of charge, provided, however, that Ciranova reserves the right to make any updates, upgrades, and new versions of the Software, or other products that incorporate the Software (collectively, "Future Products") available for a fee, and Ciranova will have no obligation to provide Future Products to Licensee unless and until Licensee executes Ciranova's separate standard fee-based software license agreement. Ciranova may withdraw the Software from free distribution at any time for any reason, however such withdrawal shall not in any way diminish the rights of copies of the Software legally downloaded prior to the date of withdrawal. 4. NO SUPPORT. 4.1 No support. Technical support and maintenance are not provided to Licensee by Ciranova under this Agreement and Ciranova has no obligation pursuant to this Agreement or otherwise to provide such technical support or maintenance to Licensee. Licensee acknowledges and agrees that Ciranova will not be liable to Licensee or any third party for the failure to render any support and maintenance. 4.2 Technical Assistance. Subject to Section 4.1, Ciranova may, in its sole discretion and from time to time, provide technical assistance to Licensee such as responding to questions. In addition, Ciranova may, in its sole discretion, make error corrections, bug fixes or updates available to Licensee (i.e., via the support section of Ciranova's website (http://www.ciranova.com). If so provided and used by Licensee, they shall be treated as Software under this Agreement, and Licensee's use shall be subject to the terms of this Agreement, provided, however that Ciranova has no obligation to provide any of the foregoing and Ciranova will not be held liable to Licensee or any third party for any such provision. 4.3 Fee-Based Support. If Ciranova makes fee-based support and maintenance generally available, Ciranova will have no obligation to provide such support or maintenance to Licensee unless and until Licensee executes Ciranova's separate standard support and maintenance agreement. 4.4 Feedback. In consideration of the royalty-free licenses granted hereunder, Licensee agrees that Ciranova may request feedback regarding the Software from Licensee that Ciranova may use without restriction. 5. RESTRICTIONS. Except as expressly permitted by Ciranova under Section 2 and except to the extent Licensee is expressly permitted to decompile under applicable law, Licensee agrees not to: (i) reverse engineer; decompile, disassemble, or otherwise attempt to derive the source code for the Software; (ii) adapt, alter, translate, or create derivative works of the Software; or (iii) lease, rent, loan, sell, or otherwise transfer the Software to any third party. Licensee also acknowledges that while the Software is intended for use in the design of integrated circuits, the Software itself is not intended, developed or licensed for use in the planning, construction, maintenance, or operation of nuclear facilities, or for the flight, navigation or communication of aircraft or ground support equipment, for military use, for use in medical or life support systems, or in any other inherently dangerous activity. Licensee agrees not to use the Software in this manner or provide it to any third party for such use, and that Ciranova shall not be liable for any claims, losses, costs or liabilities arising from Licensee or any third party's use of the Software within such applications. 6. THIRD PARTY SOFTWARE. The Software includes third-party software, and Licensee acknowledges and agrees that Licensee's use of such third-party software is governed by the third party's license agreement and not by this Agreement, whether that license agreement is presented for acceptance the first time that the third-party software is invoked, is included in a file in electronic form, or is included in Attachment A to this Agreement. 7. TIME-LIMITED SOFTWARE. Ciranova may, in its sole discretion, make time-limited versions of the Software available, free of charge, for download and installation by Licensee for evaluation and testing. If downloaded and installed by Licensee, all use shall be subject to the terms and conditions of this Agreement, however, the licenses granted shall be solely for the time period designated (i.e., 90 days), after which all access to the Software will expire and all licenses granted will automatically terminate. Ciranova will endeavor to make new or replacement versions available so Licensee may continue using Ciranova products after time-limited licenses expire, but Licensee acknowledges and agrees that, in doing so, Ciranova is not promising or guaranteeing, now or in the future, that any new or replacement versions will be available, nor assuming any express or implied obligation to Licensee or any third party, to make any new or replacement versions available, or to provide the Software as a product or similar or compatible product. 8. CONSENT AND LICENSE TO USE DATA. Licensee hereby consents and grants to Ciranova a license to collect and use certain data, subject to Ciranova's Privacy Policy at http://www.ciranova.com, as the same may be amended from time to time by Ciranova, and so long as any data designated by Licensee as confidential is treated by Ciranova in a manner that preserves and protects its confidentiality using the same measures that Ciranova uses to protect its own confidential information, which in no event will be less than commercially reasonable measures. Licensee may terminate Ciranova's right to collect and use data at any time, provided, however, that the Software and/or components of the Software may not be available to Licensee if such right is terminated. 9. OWNERSHIP; COPYRIGHT. All right, title and interest including all copyrights and other Intellectual Property Rights in and to the Software belong to and will remain the exclusive property of Ciranova and its licensors, provided, however, that PyCells and other output of the Software developed by Licensee (or Licensee Partners on behalf of Licensee) using the Software belong to Licensee. The Software is copyrighted by Ciranova, and may also contain copyrighted material of third parties. Licensee agrees to retain and reproduce all copyright and other notices presently on the Software and on any copies of the Software. Ciranova and its licensors reserve all rights not expressly granted hereunder. 10. TERM AND TERMINATION. 10.1 Term. The term of this Agreement shall commence upon the earlier of Licensee's downloading, installing or using the Software and will continue unless terminated as set forth in Section 10.2 below. 10.2 Termination. This Agreement and the licenses granted to Licensee will terminate: (i) Automatically and immediately if Licensee fails to comply with Section 2 of this Agreement; (ii) Automatically if Licensee fails to comply with the terms of this Agreement (other than Section 2) and fails to cure such breach within thirty (30) days of receipt of written notice of the breach sent to Licensee's address (including email) set forth in the registration form; (iii) Immediately if the Software becomes the subject of a claim of infringement; or (iv) At Ciranova's discretion upon any action initiated by Licensee alleging that use or distribution by Ciranova or any other licensee of the Software under this Agreement, infringes a patent or copyright owned or controlled by Licensee. Upon termination of this Agreement pursuant to this Section 10.2, Licensee shall cease all use of the Software and promptly return or certify destruction of all full and partial copies of the Software. 10.3 Survival. Provisions which, by their nature, should remain in effect beyond the termination of this License shall survive, including without limitation, Sections 1, 3, 4.1, 4.2 (the last sentence only), 4.3, 5, 6, 7 (the last sentence only), and 9-14. 11. INDEMNIFICATION. Licensee will, at its expense, indemnify and hold Ciranova and its licensors harmless from and against all costs, losses, liabilities and expenses arising out of or related to Licensee's use of the Software, including but not limited to infringement or misappropriation of third party Intellectual Property Rights (other than infringement of Intellectual Property Rights by the Software when used in accordance with this Agreement). 12. NO WARRANTY. ALL SOFTWARE IS PROVIDED "AS IS," WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY INCLUDING WITHOUT LIMITATION ANY WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INFORMATIONAL CONTENT, OR SYSTEM INTEGRATION, AND WITHOUT ANY WARRANTY THAT THE SOFTWARE IS FREE OF DEFECTS, ERRORS OR BUGS, THAT OPERATION THEREOF WILL BE UNINTERRUPTED, OR THAT ANY RESULTS OR INFORMATION THAT IS OR MAY BE DERIVED FROM THE USE THEREOF WILL BE ACCURATE, COMPLETE, RELIABLE AND/OR SECURE. LICENSEE AGREES TO BEAR THE ENTIRE RISK IN CONNECTION WITH THE USE AND DISTRIBUTION OF THE SOFTWARE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE. NO USE OF ANY SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. 13. LIMITATION OF LIABILITY. IN CONSIDERATION OF THE ROYALTY-FREE LICENSES GRANTED TO LICENSEE UNDER THIS AGREEMENT, LICENSEE ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CIRANOVA OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE, HOWEVER IT ARISES AND ON ANY THEORY OF LIABILITY, WHETHER IN AN ACTION FOR CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WHETHER OR NOT CIRANOVA AND/OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT SHALL CIRANOVA OR ITS LICENSORS' TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED FIVE HUNDRED DOLLARS (US$500). 14. MISCELLANEOUS. 14.1 U.S. Government Restricted Rights. The Software (including its documentation) is a "commercial item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), or "commercial computer software" and "commercial computer software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as applicable. All U.S. government end users acquire the Software (and documentation) with only those rights set forth herein. 14.2 English Language. This Agreement is in the English language only, which language shall be controlling in all respects, and all versions of the Agreement in any other language shall be for accommodation only and shall not be binding on the parties to this Agreement. 14.3 Export. The Software (including the documentation) is subject to U.S. export control laws and may be subject to export or import regulation in other countries. Licensee agrees to comply strictly with all such laws and regulations. Licensee represents that Licensee will not use or transfer the Software for end use relating to any nuclear, chemical or biological weapons, or missile software unless authorized by the U.S. Government by regulation or specific license. Licensee acknowledges it is Licensee's ultimate responsibility to comply with any and all import and export restrictions, and other applicable laws, in the U.S. or elsewhere, and that Ciranova has no further responsibility after the initial sale to Licensee within the original country of sale. Licensee certifies that Licensee is not a citizen, national or resident of, and am not under the control of, the government of Cuba, Iran, Sudan, Iraq, Libya, North Korea, Syria, nor any other country to which the United States has prohibited export. Licensee agrees not to download or otherwise export or re-export the Programs, directly or indirectly, to the above mentioned countries nor to citizens, nationals or residents of those countries. Licensee certifies that Licensee is not listed on the United States Department of Treasury lists of Specially Designated Nationals, Specially Designated Terrorists, or Specially Designated Narcotic Traffickers, or on the United States Department of Commerce Table of Denial Orders. Licensee agrees not to download or otherwise export or re-export the Programs, directly or indirectly, to persons on the above mentioned lists. Licensee agrees to be responsible for passing the obligations set forth in this Section 14.3 to its redistributees. 14.4 Governing Law. This Agreement shall be governed by the laws of the United States and the State of California, as applied to contracts entered into and to be performed in California between California residents. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. 14.5 Assignment. Licensee may not assign or transfer, by operation of law or otherwise, any of its rights under this Agreement to any third party without Ciranova's prior written consent. Any attempted assignment or transfer in violation of the foregoing will be void. 14.6 Attorneys' Fees. The prevailing party in any action to enforce the terms of this Agreement shall be entitled to seek reasonable attorney's fees and other costs and expenses incurred by it in connection with such action. 14.7 Severability and Waiver. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provisions shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other subsequent default or breach. 14.8 No Agency. Nothing contained herein shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties. 14.9 Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of: (i) any provision of any present or future law or regulation of the United States or any applicable law that applies to the subject hereof; and (ii) interruptions in the electrical supply, failure of the Internet, terrorism, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, or any other cause which is beyond the reasonable control of such party. 14.10 Amendment. This Agreement may only be amended by an agreement signed by authorized representatives of both parties or except as otherwise provided herein, except that Ciranova may modify the Ciranova Privacy Policy at any time, in its discretion, via notification posted at http://www.ciranova.com . 14.11 Entire Agreement. This Agreement and any attachments and exhibits hereto, constitute the entire Agreement between the parties with respect to the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern, any prior or collateral agreements with respect to the subject matter hereof with the exception of any prior confidentiality agreements between the parties. 14.12 Ciranova Contact Information. If Licensee would like to contact Ciranova for any reason, please contact Ciranova, Inc. at info@ciranova.com or +1 408-553-6080. ATTACHMENT A Use of Python 2.4 is subject to the following notice and license agreement: Copyright © 2001, 2002, 2003, 2004 Python Software Foundation; All Rights Reserved. PSF LICENSE AGREEMENT FOR PYTHON 2.4 1. This LICENSE AGREEMENT is between the Python Software Foundation ("PSF"), and the Individual or Organization ("Licensee") accessing and otherwise using Python 2.4 software in source or binary form and its associated documentation. 2. Subject to the terms and conditions of this License Agreement, PSF hereby grants Licensee a nonexclusive, royalty-free, world-wide license to reproduce, analyze, test, perform and/or display publicly, prepare derivative works, distribute, and otherwise use Python 2.4 alone or in any derivative version, provided, however, that PSF's License Agreement and PSF's notice of copyright, i.e., "Copyright (c) 2001, 2002, 2003, 2004 Python Software Foundation; All Rights Reserved" are retained in Python 2.4 alone or in any derivative version prepared by Licensee. 3. In the event Licensee prepares a derivative work that is based on or incorporates Python 2.4 or any part thereof, and wants to make the derivative work available to others as provided herein, then Licensee hereby agrees to include in any such work a brief summary of the changes made to Python 2.4. 4. PSF is making Python 2.4 available to Licensee on an "AS IS" basis. PSF MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED. BY WAY OF EXAMPLE, BUT NOT LIMITATION, PSF MAKES NO AND DISCLAIMS ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THAT THE USE OF PYTHON 2.4 WILL NOT INFRINGE ANY THIRD PARTY RIGHTS. 5. PSF SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER USERS OF PYTHON 2.4 FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOSS AS A RESULT OF MODIFYING, DISTRIBUTING, OR OTHERWISE USING PYTHON 2.4, OR ANY DERIVATIVE THEREOF, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. 6. This License Agreement will automatically terminate upon a material breach of its terms and conditions. 7. Nothing in this License Agreement shall be deemed to create any relationship of agency, partnership, or joint venture between PSF and Licensee. This License Agreement does not grant permission to use PSF trademarks or trade name in a trademark sense to endorse or promote products or services of Licensee, or any third party. 8. By copying, installing or otherwise using Python 2.4, Licensee agrees to be bound by the terms and conditions of this License Agreement. Source Code for the LSI Python OpenAccess or Python4oa software is available for download at http://openeda.si2.org. Use of the Ciranova Open Code software is subject to the following notice and license agreement: Copyright (c) 2006 Ciranova, Inc. All Rights Reserved.             Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation ("Ciranova Open Code"), to use the Ciranova Open Code without restriction, including without limitation the right to use, copy, modify, merge, publish, distribute, sublicense, and sell copies of the Ciranova Open Code, and to permit persons to whom the Ciranova Open Code is furnished to do so, subject to the following conditions: The above copyright notice and this permission notice must be included in all copies and all distribution, redistribution, and sublicensing of the Ciranova Open Code. THE CIRANOVA OPEN CODE IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. IN NO EVENT SHALL CIRANOVA, INC. BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM, OUT OF OR IN CONNECTION WITH THE CIRANOVA OPEN CODE OR ANY USE OF THE CIRANOVA OPEN CODE, OR BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, HOWEVER IT ARISES AND ON ANY THEORY OF LIABILITY, WHETHER IN AN ACTION FOR CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE CIRANOVA OPEN CODE OR ANY USE OF THE CIRANOVA OPEN CODE. The Ciranova Open Code is subject to U.S. export control laws and may be subject to export or import regulations in other countries, and all use of the Ciranova Open Code must be in compliance with such laws and regulations. If any license for the Ciranova Open Code is obtained pursuant to a government contract, all use, distribution and/or copying by the U.S. government shall be subject to this permission notice and any applicable FAR provisions. Document in PDF form Close