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These Terms and Conditions (¡°Agreement¡¯) are a legal agreement between you (¡°Customer¡±) and the contracting ²ÝÁñÉçÇø entity identified below (¡°²ÝÁñÉçÇø¡±) for the use of the IP Kit Hardware Products (¡°Hardware¡±). BY ACCEPTING THE HARDWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU SHOULD NOT ACCEPT OR USE THE HARDWARE. BY DOING SO YOU FOREGO ANY IMPLIED OR STATED RIGHTS TO ACCEPT OR USE THE HARDWARE AND YOU MAY RETURN IT TO THE PLACE YOU OBTAINED IT FOR A FULL REFUND (IF APPLICABLE).

Limited Warranty.  ²ÝÁñÉçÇø warrants that the Hardware will be free from defects in material and workmanship under normal use and service (¡°Limited Warranty¡±) beginning on date of shipment and terminating ninety (90) days later (¡°Warranty Period¡±).  This Limited Warranty is non-transferable and is made solely to and for the benefit of Customer.  In the event of a breach of this Limited Warranty during the Warranty Period, Customer shall promptly notify ²ÝÁñÉçÇø in writing describing in detail the nature of the non-conformity.  At the direction of ²ÝÁñÉçÇø, Customer must ship the defective Hardware and any additional requested documentation to the address specified by ²ÝÁñÉçÇø. Upon receipt of the non-conforming Hardware, ²ÝÁñÉçÇø shall, at its sole option, repair or replace the Hardware at no charge to Customer and ship the same back to Customer.  If the non-conformance of any returned Hardware is found by ²ÝÁñÉçÇø to have been caused by any of the occurrences set forth in the section entitled Warranty Exclusions below, then any related repairs and/or replacements will be billed to Customer at ²ÝÁñÉçÇø¡¯s then-current rates. THIS SECTION STATES SYNOPSYS¡¯S SOLE AND EXCLUSIVE LIABILITY AND CUSTOMER¡¯S SOLE AND EXCLUSIVE REMEDY WITH REGARD TO ANY PRODUCTS THAT FAIL TO CONFORM TO THE LIMITED WARRANTY.  

Warranty Exclusions.  The above Limited Warranty is contingent upon proper use of the Hardware as intended and does not apply to any Hardware that has been subjected to unusual physical  or electrical stress, misuse, neglect, improper testing or storage, unauthorized repair, problems that arise from any use of the Hardware with other technology not approved by ²ÝÁñÉçÇø, alternations or modifications not authorized by ²ÝÁñÉçÇø made by Customer or a third party, or the combination of the Hardware with any third-party system, device, or components not provided or approved by ²ÝÁñÉçÇø. In addition, the Limited Warranty does not apply to Hardware that has been received improperly packaged and shipped.  Hardware received by ²ÝÁñÉçÇø from Customer exhibiting any of the following conditions shall void the Limited Warranty and the Hardware will be returned by ²ÝÁñÉçÇø to Customer at Customer¡¯s expense:  (i) inadequate packaging or boxed without protective cushioning (i.e. Hardware shipped in Styrofoam, peanuts, popcorn, or packaged without ESD protective bags); (ii) Hardware serial number labels removed or labels missing; (iii) labels exhibiting damage beyond that caused by normal wear and tear (examples include, but are not limited to, labels that are defaced such that the model number, serial number, part number, or manufacturing date is not readable); (iv) physical damage (examples include, but are not limited to, deep scratches on Printed Circuit Board (¡°PCB¡±) inconsistent with normal wear and tear, broken or dented PCB assembly, or missing or damaged connector); (v) components added or removed from the PCB (except for jumpers and socketed devices); or (vi) any indications that the PCB had been exposed to liquid or other foreign substance where rust or corrosion is present.

Software.  Loaded on to the Hardware are reference designs and example software drivers (collectively ¡°Software¡±).  ²ÝÁñÉçÇø hereby grants to Customer a limited, personal, non-exclusive, non-transferable, non-assignable, fully paid, royalty free, worldwide, perpetual license to use the Software, and create modifications of the components of the Software provided to Customer in source code format, solely for use with the Hardware and integration with ²ÝÁñÉçÇø DesignWare IP. All modifications of the Software are owned by ²ÝÁñÉçÇø, and Customer hereby irrevocably assigns ownership of those modifications (and all intellectual property rights therein) to ²ÝÁñÉçÇø.  However, Customer is under no obligation to disclose any such modifications to ²ÝÁñÉçÇø and the modifications are automatically licensed to Customer as Software under this Agreement. The Software and all modifications are the Confidential Information of ²ÝÁñÉçÇø, and Customer agrees not to distribute or disclose them. THE SOFTWARE IS PROVIDED BY SYNOPSYS SOLELY ON AN "AS IS" BASIS.

Warranty Disclaimer. OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREMENT, SYNOPSYS MAKES NO WARRANTIES, EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, WITH RESPECT TO THE HARDWARE AND SOFTWARE PROVIDED UNDER THIS AGREEMENT, AND SYNOPSYS SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

No Support. ²ÝÁñÉçÇø is under no obligation to assist in the use of the Hardware and Software (collectively, ¡°²ÝÁñÉçÇø Products¡±), to provide support to Customer, or to provide maintenance for the  ²ÝÁñÉçÇø Products.

Use Restrictions. Customer acknowledges and agrees that it shall not, nor permit any third party to: (i) disassemble, reverse engineer or attempt to reconstruct, identify or discover any underlying ideas, concepts, composition, interconnection, schematics or designs of the ²ÝÁñÉçÇø Products by any means whatever, or disclose any of the foregoing; (ii) use the ²ÝÁñÉçÇø Products for the benefit of anyone other than Customer; (iii) disclose the results of any benchmarking of the ²ÝÁñÉçÇø Products (whether or not obtained with ²ÝÁñÉçÇø' assistance) to third parties; (iv) use the ²ÝÁñÉçÇø Products to develop or enhance any product that competes with a ²ÝÁñÉçÇø product; or (v) employ the ²ÝÁñÉçÇø Products in, or in the development of, life critical applications or in any other application where failure of the ²ÝÁñÉçÇø Products or any results from the use thereof can reasonably be expected to result in personal injury. In addition, the microprocessor information programmed into the Hardware is the property of ²ÝÁñÉçÇø, shall not be used except in connection with the Hardware and shall not be disclosed to any third party.

Fees; Payment; Taxes.  The fees for the Hardware will be identified in the applicable ²ÝÁñÉçÇø sales quotation or other agreement (¡°Purchasing Agreement¡±) describing (among other things) the Hardware you have purchased, including pricing information.  You agree to pay the fees according to the payment terms in the applicable Purchasing Agreement. 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 ²ÝÁñÉçÇø¡¯s invoice.  If you do not pay an amount by the Purchasing Agreement due date, ²ÝÁñÉçÇø will have the right to terminate this Agreement and/or the 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 ²ÝÁñÉçÇø that your payment is due.  All payments you make to ²ÝÁñÉçÇø are non-refundable.  You may not offset any amounts you believe ²ÝÁñÉçÇø owes you against any payments you make to ²ÝÁñÉçÇø under this Agreement.  You must make payments in U.S. dollars.  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. If you become the subject of any bankruptcy, dissolution, liquidation, or similar proceedings or make a general assignment for the benefit of your creditors, ²ÝÁñÉçÇø may apply any payments you have previously made to ²ÝÁñÉçÇø for products or services not yet delivered by ²ÝÁñÉçÇø against any amounts you owe ²ÝÁñÉçÇø at that time for products or services that have been delivered by ²ÝÁñÉçÇø (under this Agreement or otherwise). The fees are net of any taxes and you will be solely responsible for paying all taxes (including sales, use, consumption, withholding, and value-added taxes and similar taxes), other than ²ÝÁñÉçÇø¡¯s income taxes, that are imposed on or result from your purchase, license, or use of ²ÝÁñÉçÇø products and services.  

Limitation of Liability. SYNOPSYS PROVIDES NO INDEMNIFICATION FOR THIRD-PARTY PATENT, TRADEMARK, COPYRIGHT OR OTHER CLAIMS OF INTELLECTUAL PROPERTY RIGHT INFRINGEMENT WITH RESPECT TO THE SYNOPSYS PRODUCTS.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SYNOPSYS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTIONS, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SYNOPSYS PRODUCTS, EVEN IF SYNOPSYS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL SYNOPSYS BE LIABLE TO CUSTOMER FOR DAMAGES IN AN AMOUNT GREATER THAN THE FEES PAID FOR THE SYNOPSYS PRODUCT, IF ANY. Some states/jurisdictions do not allow the limitation or exclusion of incidental or consequential damages, so the above limitations or exclusions may not apply.

Export. Customer shall remain familiar with its obligations under any and all laws, statutes, regulations, ordinances of any local, states, federal, national, or other jurisdictional locality, as applicable to the export, import, and/or end-use of ²ÝÁñÉçÇø products, technology, and services.  Products and/or technology sold or licensed 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.  Customer agrees that ²ÝÁñÉçÇø shall not be required to complete delivery of export controlled products or technology unless and until all required export licenses have been obtained.  

Protection of Confidential Information. ¡°Confidential Information¡± means (i) the ²ÝÁñÉçÇø Products, ²ÝÁñÉçÇø¡¯s product plans, designs, costs, prices and names; non-published financial information; marketing plans; business opportunities; personnel; research; development or know-how; (ii) any information designated by ²ÝÁñÉçÇø as confidential in writing or, if disclosed orally, designated as confidential at the time of disclosure and reduced to writing and designated as confidential in writing within thirty (30) days; and (iii) the terms and conditions of this Agreement; provided, however that ¡°Confidential Information¡± will not include information that: (a) is or becomes generally known or available by publication, commercial use or otherwise through no fault of Customer; (b) is known and has been reduced to tangible form by Customer at the time of disclosure and is not subject to restriction; (c) is independently developed by Customer without use of the Confidential Information; (d) is lawfully obtained from a third party who has the right to make such disclosure; and (e) is released for publication by ²ÝÁñÉçÇø in writing.  Customer will protect the Confidential Information from unauthorized dissemination and use with the same degree of care that Customer uses to protect its own like information. Customer will not use the Confidential Information for purposes other than those necessary to directly further the purposes of this Agreement. Customer will not disclose to third parties the Confidential Information without the prior written consent of ²ÝÁñÉçÇø.

Contracting ²ÝÁñÉçÇø Entity.  The specific ²ÝÁñÉçÇø entity with which you are contracting under this Agreement depends on the country to which the Hardware is delivered when you obtain it from ²ÝÁñÉçÇø.  If the Hardware is delivered to you in the Americas or in Africa, the contracting ²ÝÁñÉçÇø entity is ²ÝÁñÉçÇø., with a principal place of business at 690 E. Middlefield Road, Mountain View, California 94043, USA.  If the Hardware is delivered to you in Taiwan, the contracting ²ÝÁñÉçÇø entity is ²ÝÁñÉçÇø International Limited Taiwan Branch, with a principal place of business at Taipei, Room 3108, 31F, 333, Section 1, Keelung Road, Taipei 110, Taiwan.  If the Hardware is delivered to you in Hungary, Australia, Belarus, Bulgaria, Israel, Poland, the Republic of Korea, Romania, Russia, Ukraine or Vietnam, the contracting ²ÝÁñÉçÇø entity is ²ÝÁñÉçÇø Global Kft, with a principal place of business at K¨¢lm¨¢n Imre ¨²tca # 1, 5th Floor, Budapest 1054, Hungary.  If the Hardware is delivered to you in Japan, the contracting ²ÝÁñÉçÇø entity is Nihon ²ÝÁñÉçÇø Co., Ltd., with a principal place of business at Sumitomo Fudosan Oimachi Ekimae Bldg., 1-28-1, Oi, Shinagawa-ku, Tokyo 140-0014.  If the Hardware is delivered to you in any country other than those identified above, the contracting ²ÝÁñÉçÇø entity is ²ÝÁñÉçÇø International Limited, with a principal place of business at Block One Blanchardstown Corporate Park, Blanchardstown, Dublin 15, Ireland. Customer assumes the full expense of transportation, insurance, and delivery of the Hardware to Customer's site. Title to the Hardware and risk of loss will pass to Customer upon ²ÝÁñÉçÇø¡¯s delivery of the Hardware to the carrier.

²ÝÁñÉçÇø Entities. ²ÝÁñÉçÇø. and its wholly-owned subsidiaries, including ²ÝÁñÉçÇø International Limited, ²ÝÁñÉçÇø International Limited Taiwan Branch, ²ÝÁñÉçÇø Global Kft, and Nihon ²ÝÁñÉçÇø Co., Ltd., have agreed to their respective rights and obligations regarding the distribution of Hardware and the performance of obligations related to the Hardware.  You acknowledge that: (i) ²ÝÁñÉçÇø Inc. or any directly or indirectly wholly-owned subsidiary or branch of ²ÝÁñÉçÇø. 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 Hardware will be used; and (ii) delivery will be completed by the ²ÝÁñÉçÇø entity or branch with distribution rights for the geographic region in which Hardware will be used or service will be provided.

Assignment.  This Agreement shall bind and inure to the benefit of ²ÝÁñÉçÇø¡¯s successors and assigns, including without limitation, any entity into which ²ÝÁñÉçÇø shall merge or consolidate.  Customer may not assign, directly or indirectly, by operation of law or otherwise, any of Customer¡¯s rights or obligations under this Agreement without ²ÝÁñÉçÇø¡¯s prior written consent.  Any attempted assignment, delegation, or transfer by Customer without such consent of ²ÝÁñÉçÇø shall be void. For purposes of this section, a transfer or assignment 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 Customer¡¯s assets or of the stock or other equity interests entitled to vote for Customer¡¯s directors or equivalent managing authority, or (b) in the event of a merger, consolidation or other business combination between Customer and one or more third parties where Customer¡¯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.

Miscellaneous. This Agreement is the entire agreement between Customer and ²ÝÁñÉçÇø with respect to the ²ÝÁñÉçÇø Products, and supersedes any previous oral or written communications or documents. No additional or inconsistent terms on any purchase order or similar document that Customer may submit to ²ÝÁñÉçÇø will be binding on ²ÝÁñÉçÇø or have any legal effect. This Agreement is governed by the laws of the State of California, USA excluding its 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. This Agreement will not be governed by the U. N. Convention on Contracts for the International Sale of Goods. If any provision, or portion thereof, of this Agreement is found to be invalid or unenforceable, it will be enforced to the extent permissible under applicable law and the remainder of this Agreement will remain in full force and effect. Failure to prosecute a party¡¯s rights with respect to a default hereunder will not constitute a waiver of the right to enforce rights with respect to the same or any other breach.  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. Except where this Agreement expressly provides exclusive remedies, all rights and remedies of either party (including termination rights) are cumulative. The prevailing party in any action to enforce this Agreement will be entitled to recover costs and expenses including reasonable attorneys¡¯ fees. 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. 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.