SOC EMBEDDED DESIGN SUITE (EDS) LICENSE AGREEMENT VERSION 17.1 Copyright (C) 2017 Altera(R) Corporation. All rights reserved. "Quartus" is a registered trademark of Intel Corporation or its subsidiaries in the U.S. and other countries. Any other trademarks and trade names referenced here are the property of their respective owners. Certain files, programs, or other materials provided in connection with the Licensed Software may originate or contain components from Third Party Licensors and are licensed to You pursuant to the terms of the applicable Third Party License appearing upon activation or installation of the Licensed Software, and/or are contained or described in associated release notes, header source files, or other documentation. Any such additional terms, and conditions or restrictions will also be listed in a separate file called "Third Party Licenses document". You agree to carefully review and comply with the terms of such Third Party Licenses. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, AS BETWEEN LICENSEE AND ALTERA, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH THIRD PARTY LICENSES SHALL BE SUBJECT TO PARAGRAPH 11 (DISCLAIMER OF WARRANTIES), PARAGRAPH 13 (LIMITATION OF LIABILITY) AND PARAGRAPH 14 (GOVERNING LAW). ALTERA OFFERS NO WARRANTIES (WHETHER EXPRESS OR IMPLIED); INDEMNIFICATION; AND/OR SUPPORT OF ANY KIND WITH RESPECT TO THIRD PARTY MATERIALS, EXCEPT THAT WE WILL PASS THROUGH TO YOU, IF AND TO THE EXTENT AVAILABLE, ANY WARRANTIES EXPRESSLY PROVIDED TO US BY THIRD PARTY LICENSORS RELATING TO SUCH THIRD PARTY MATERIALS. PLEASE REVIEW THE FOLLOWING TERMS AND CONDITIONS IN THIS SOC EDS VERSION 17.1 LICENSE AGREEMENT (THE "SOC EDS AGREEMENT" OR "AGREEMENT") CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE LICENSED SOFTWARE. BY (A) DOWNLOADING, INSTALLING OR USING THE LICENSED SOFTWARE; OR (B) PAYING A LICENSE FEE OR OTHER FEE TO ALTERA; OR (C) PAYING A FEE TO AN AUTHORIZED DISTRIBUTOR, YOU INDICATE YOUR ACCEPTANCE OF THIS SOC EDS AGREEMENT OR THE AGREEMENT BETWEEN YOU AND THE AUTHORIZED DISTRIBUTOR FROM WHICH YOU HAVE ACQUIRED THE LICENSE. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE TERMS OF THIS SOC EDS AGREEMENT AND YOUR AGREEMENT WITH AN AUTHORIZED DISTRIBUTOR, THIS SOC EDS AGREEMENT WILL GOVERN AND CONTROL, EXCEPT WITH REGARDS TO PAYMENT TERMS. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS SOC EDS AGREEMENT OR THE TERMS OF ANY THIRD PARTY LICENSES, DO NOT DOWNLOAD, INSTALL, OR USE THE LICENSED SOFTWARE. IF YOU HAVE ALREADY DOWNLOADED THE LICENSED SOFTWARE, PLEASE UNINSTALL IT AND IRREVOCABLY DESTROY IT AND ANY COPIES YOU HAVE MADE AS SOON AS POSSIBLE. IF YOU HAVE RECEIVED A COPY OF THE LICENSED SOFTWARE ON A DVD OR OTHER MANNER THAN ELECTRONIC DOWNLOAD, PLEASE RETURN THE LICENSED SOFTWARE UNUSED TO ALTERA OR THE AUTHORIZED DISTRIBUTOR FROM WHICH YOU OBTAINED THE LICENSE PROMPTLY. 1. Definitions. "Altera" means Altera Corporation, a Delaware corporation with a place of business at 101 Innovation Drive, San Jose, California 95134 U.S.A., including its parent, affiliates and subsidiaries worldwide. "Altera Devices" means programmable logic devices, including field programmable gate arrays ("FPGAs") devices, complex programmable logic devices ("CPLDs"), SoC devices, and/or any other semiconductor devices designed, developed or manufactured by or on behalf of Altera. "Authorized Distributor" means a reseller, OEM, ODM, or any distributor that is authorized by Altera to license the Licensed Software to end users in a valid agreement entered into between Altera and such reseller or distributor. "Checkout License" means a time-limited license granted by Altera associated with an existing Floating Node Seat to install and Use the Licensed Software on a single fixed standalone computer for use by a single user. This license shall expire after a specified time as designated by Altera. The total number of Checkout Licenses that may be granted in relation to a single Floating Node Seat may not exceed the total number of individual Seats associated with such Floating Node Seat. "Concurrent Users" means the number of simultaneous Users accessing the Licensed Software. For example, a 20-use concurrent use license would allow 20 Users to log in and use the Licensed Software at one time, but the 21st User attempting to log in would be blocked and unable to do so until one other User logs out. "Confidential Information" means and includes, but is not limited to: (i) the Licensed Software (whether provided in source code or binary form, including any modifications, derivatives, updates and upgrades thereto) and the algorithms, concepts, techniques, methods, and processes embodied therein; (ii) the Licensed Products and all information and specifications associated therewith; (iii) any business, marketing, technical, scientific or financial information disclosed to Licensee or You by Altera or an Authorized Distributor; or (iv) any information which, at the time of disclosure, is designated in writing as confidential or proprietary, or similar designation, is disclosed in circumstances of confidence, or would be reasonably understood by a person, exercising business judgment, to be confidential. "Designated Equipment" means the computer system that is owned or leased by You and operated on Your premises, and identified by a network interface card ("NIC") or host ID number on which the Licensed Software is installed and Used, and which has the configuration, capacity, operating system version level, and pre-requisite applications described in the Documentation as necessary for the operation of the Licensed Software, and is designated by the NIC/host ID in the License Key as the computer system on which the License Key management software will be installed. "Documentation" means technical data in human or machine readable form furnished by Altera which: (i) provides operating instructions for using the Licensed Software, or (ii) explains the capabilities and functions of the Licensed Software, and any full or partial copies of any such technical data. "Fixed with Companion License" means a license to install: the Licensed Software on a fixed standalone computer for Use by a single User, and (ii) the Licensed Software on up to two companion fixed standalone computers. Under this license, only one Seat may be used by a single User at any given time. "Floating Node Seat" is a license that allows the Licensed Software to be: (i) installed on and accessed from any number of computers on a network environment; (ii) Used by the permitted number of Concurrent Users that is equal to the number of Seats licensed as determined by the License Key; and (iii) Used for the sole purposes of developing, programming, synthesizing, testing and verifying designs for Altera Devices. "Intellectual Property Rights" means all (i) patents, patent applications, patent disclosures and inventions (whether patentable or not); (ii) trademarks, service marks, trade dress, trade names, logos, corporate names, Internet domain names, and registrations and applications for the registration for any of them, together with all goodwill associated with any of them; (iii) copyrights and copyrightable works (including computer programs and mask works) and registrations and applications for registration; (iv) trade secrets, know-how and other Confidential Information; (v) waivable or assignable rights of publicity, waivable or assignable moral rights; (vi) unregistered and registered design rights and any applications for registration; (vii) database rights and all other forms of intellectual property, such as data; and (viii) any and all similar or equivalent rights throughout the world. "IP Megafunctions or Components" means one or more design files, including encrypted net lists, RTL, test vectors, simulation models (such as VHDL, Verilog HDL, Quartus simulation, Matlab, Simulink, Verisity Specman, Synopsys Vera, etc.), and other models, which may be provided either as unencrypted source code, or in encrypted netlist or encrypted source code format, that are designed to implement or support the design of at least one logic function into an Altera logic device. "IP Megafunctions or Components" includes any modified versions, or updates thereto as may be provided by Altera, in its sole and absolute discretion, to You under this Agreement. However, for purposes of this Agreement, the term "IP Megafunctions or Components" does not include any software or design files for any Intel FPGA IPs (including the Nios(R) II embedded processor) which are covered by and licensed under a separate Intel FPGA IP Agreement. "License Key" means a FlexNet license key, license file, license manager, dongle or other key, code or information provided by Altera that: (i) enables a User to download, install, operate and/or regulate User access to the Licensed Software; and (ii) describes the version number of the Licensed Software and lists the number of Concurrent Users authorized to Use the Licensed Software. "License Period" means the period of time Licensee has Use of the Licensed Software as governed by the License Key. "Licensee" means an individual, corporation or other legal entity to which Altera has issued a Seat. "Licensed Software" means the specific software enabled via the License Key, but does not include Unlicensed Software components, files, or portions specifically identified as not being included, licensed or enabled via the License Key. "Maintenance Expiration Date" is set as twelve (12) months from the date of license purchase/ license renewal. The Maintenance Expiration date for each seat license is noted in the license key. Further description is provided in Paragraph 12 below. "Open Source Software" means any software that requires as a condition of use, modification and/or distribution of such software that such software or other software incorporated into, derived from or distributed with such software: (a) be disclosed or distributed in Source Code form; (b) be licensed for the purpose of making derivative works; and (c) be redistributable at no charge. Open Source Software includes, without limitation, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (i) GNU's General Public License (GPL) or Lesser/Library GPL (LGPL); (ii) the Artistic License (e.g., PERL); (iii) the Mozilla Public License; (iv) the Netscape Public License; (v) the Sun Community Source License (SCSL); (vi) the Sun Industry Source License (SISL); and (vii) the Common Public License (CPL). The Open Source Software components associated with the Licensed Software and their corresponding license terms may be found in one or more of: (A) text files associated with the Licensed Software; (B) within the Source Code of the Licensed Software; or (C) within the Source Code of the Open Source Software that is provided with the Licensed Software. "Seat" means the right granted under this Agreement by Altera or under a license agreement by an Authorized Distributor, to Use the Licensed Software by a single User in accordance with the terms and conditions of this Agreement or an Authorized Distributor's license agreement. A Seat is either a Floating Node Seat or a Fixed with Companion License, which is enabled via a License Key. "Support" means any support or maintenance services provided to Licensee by Altera, an Authorized Distributor, and/or authorized Altera representatives in responding to email, telephone, or other inquiries from You for maintenance, technical, or other support requests in connection with the Licensed Software. "Third Party Licenses" is a separate file, header, or release notes that contains additional terms, conditions or restrictions imposed by Third Party Licensors. Such Third Party Licenses will be identified in a Third Party Licenses Document describing each Third Party License associated with every Altera product. A hyperlink to an Altera database containing the text of all Third Party Licenses may be accessed by clicking on the applicable line in the Third Party Licenses Document. "Third Party Licensors" means and includes any third party that licenses or provides Third Party Materials to Altera. "Third Party Materials" are materials or components included in the download that include but are not limited to software, code portions or files owned by Third Party Licensors, and are provided subject to Third Party Licenses. "Unlicensed Software" means any Altera computer programs or code in any format for which Licensee does not hold an active License Key issued by Altera, including but not limited to any non-subscribed or disabled features. "Use" means downloading, installing and copying all or any portion of the Licensed Software into the Designated Equipment for processing the instructions contained in the Licensed Software, and/or loading data into or displaying, viewing or extracting output results from, or otherwise operating, any portion of the Licensed Software. "User" or "You" means each individual identified by Licensee as a person authorized to Use the Licensed Software on behalf of and for the benefit of Licensee. If Licensee is an individual who obtained a Seat for his/her individual use, Licensee and User are and will be one and the same. 2. Grant of License and License Key. 2.1 Grant of License. Subject to and conditioned upon Licensee's compliance with the terms and conditions of this Agreement, Altera hereby grants to Licensee, a personal, perpetual (but subject to termination as otherwise described in this Agreement), worldwide, non-exclusive, non-transferable license with no right to sublicense, to Use under Altera's copyrights and trade secret rights in and to the Licensed Software (and any updates or upgrades thereof for which Licensee has paid a license fee or other applicable fee to Altera or an Authorized Distributor) on the terms and conditions set forth in this Agreement. Licensee may: (i) use the Licensed Software on a single computer (or, if Licensee has purchased a Floating Node Seat, the number of Concurrent Users for which Licensee has obtained licenses from Altera may use the Licensed Software on networked workstations); (ii) use the Licensed Software for the sole purpose of creating, simulating, verifying, placing and routing, and programming Altera Devices (although if You have obtained the Licensed Software through Altera's University Program , You are only permitted to use the Licensed Software for educational and academic purposes, and cannot use the Licensed Software for any commercial purposes); (iii) make one copy of the Licensed Software in any computer-readable or printed form for back-up or archival purposes, or as otherwise permitted under this Agreement; and (iv) modify the Licensed Software, provided all Intellectual Property Rights notices (including all copyright and restricted rights notices on the Licensed Software) are included on any modified, merged, or combined portion of the Licensed Software. Any copy of the Licensed Software or portions thereof merged or combined into another program will continue to be subject to the terms and conditions of this Agreement. Licensee's end customers may use Altera Devices that have been programmed with the Licensed Software. 2.2 License Key. Altera will deliver the License Key to Licensee after Altera's receipt of all information required to generate the License Key, including the host identification number for the designated equipment onto which You will install the License Key management software. In accordance with its distribution method, Altera may include with the Licensed Software additional Unlicensed Software to which the License Key will not permit access. Inclusion of such Unlicensed Software in no way implies a license from Altera to access or use such Unlicensed Software, and You agree not to access or Use such Unlicensed Software, unless the License Key specifically authorizes such access and Use. 2.3 Transfer of Licensed Software. The Licensed Software may be transferred to a third party, provided such third party agrees in writing to accept the terms and conditions of this Agreement and You notify Altera in writing of the identity of such third party. If You transfer the Licensed Software in accordance with the foregoing, You must: (i) at the same time either transfer all copies or portions thereof, whether in printed or in computer-readable form, to such third party, or (ii) destroy any copies not transferred, including all portions of the Licensed Software contained or merged into another program, and certify the same in writing to Altera. 2.4 Floating Node Seat. If Licensee has purchased a Floating Node Seat, You may also copy the Licensed Software onto another computer (or access it through networked workstations) for use by another User or contractor, but only internally, with any remote access limited solely to such Users or contractors; provided that all Users agree to accept the terms and conditions of this Agreement in writing. 2.5 IP Megafunctions or Components License. IP Megafunctions or Components are provided to You free of charge, in source code form, and You may modify, create derivative works of, and freely distribute any such IP Megafunctions or Components, and any modifications or derivative works thereof, provided that the IP Megafunctions or Components may only be used to program Altera Devices. 3. Delivery of Licensed Software. The Licensed Software will be delivered electronically, and will be accepted upon delivery. 4. Designated Equipment. For all accepted orders, You will provide Altera with the Designated Equipment's host identification number, which Altera will include in the applicable License Key. Any time that the Designated Equipment is inoperative due to malfunction, repair, or maintenance, You may submit a request to change the Designated Equipment and receive a new License Key from Altera at no additional charge. Except for such temporary transfer, You and/or Licensee may not transfer or install the License Key on any other server or relocate the Designated Equipment without prior written consent of Altera. Whenever You receive a new License Key in order to effect a transfer to new Designated Equipment, You will immediately cease to use the Licensed Software under the previously issued License Key. You acknowledge and agree that You will not operate more than the number of seats of the Licensed Software associated with your License Key. 5. Confidential Information. The Confidential Information constitutes trade secrets and confidential and proprietary information of Altera and its licensors, and You and Licensee agree not to access or Use the Licensed Software, directly or indirectly, except and to the extent expressly permitted under this Agreement or by applicable law. Altera and its licensors retain all rights in and to the Licensed Software and Documentation, modifications, derivatives, updates, and upgrades, and all Intellectual Property Rights associated with any of the foregoing. You and Licensee agree not to remove, alter or obscure any copyright, patent, or other proprietary notices in the Licensed Software or Documentation. No other rights or licenses are granted by implication, estoppel or otherwise, to Licensee, You or any third party. 5.1 With respect to Confidential Information, You and Licensee agree: (a) to use at least the same degree of care as You use with respect to Your own Confidential Information of similar importance, but in no event less than reasonable care, to prevent any Confidential Information from being disclosed to any third party, except as otherwise permitted by this Agreement; (b) not to use or disclose Confidential Information for any purpose except to the extent necessary and for the purpose of programming Altera Devices with the Licensed Software (the "Intended Purpose"); and (c) to restrict the disclosure and possession of Confidential Information solely to those of Licensee's Users, employees and Authorized Contractors with a need to know/need to access for the Intended Purpose, who agree to be bound by written confidentiality agreements no less strict than those this Agreement. Licensee agrees to be liable to Altera for any breaches by Licensee, its Users, employees and Authorized Contractors of the confidentiality obligations in this Section. 5.2 You and Licensee will have no obligations of confidentiality with respect to any Confidential Information to the extent that it is: (a) already in the public domain or falls into the public domain through no breach of this Agreement (or any other obligation to Altera) by Licensee and Authorized Contractors; (b) already rightfully known to Licensee without any obligation of confidentiality; (c) is rightfully obtained by Licensee from a third party; or (d) developed independently by Licensee, its employees or Authorized Contractors without breach of Licensee's obligation of confidentiality under this Agreement. With respect to a disclosure required by order of a court or an authorized government agency, You may disclose Confidential Information, provided: (i) that You give prompt written notice of any such required disclosure to Altera; (ii) You disclose the Confidential Information only to the extent required by such court or governmental agency; and (iii) You provide reasonable assistance to Altera in its efforts to protect the confidentiality of the Confidential Information required to be disclosed. 5.3 Notwithstanding anything in this Agreement to the contrary, You and Licensee agree that Altera may disclose Licensee's identity by name and address, and identify the Licensed Software licensed to Licensee, to the extent required by its agreement with its licensors and Authorized Distributors. 6. Restrictions on Use. You and Licensee may not use, copy, modify, distribute, or otherwise transfer the Licensed Software or any portions thereof, or permit any remote access thereof by any person or entity, except as expressly provided for in this Agreement. You shall not use the Licensed Software to program any device other than Altera Devices. If You or Licensee transfer possession the Licensed Software, or any modifications or portions thereof to another party except as expressly provided herein, this license shall automatically terminate. You and Licensee may not decompile, disassemble, reverse engineer, or otherwise attempt to access the source code of the Licensed Software or reduce it to a human readable form ("Reverse Engineer") except as otherwise permitted by applicable law or any applicable third party software license terms accompanying the Licensed Software. In such case, You or Licensee may Reverse Engineer, but only after giving written notice to Altera, and only to the extent permitted by applicable law. You or Licensee may not publish or disclose the results of any benchmarking or testing of the Licensed Software, or use such results for Licensee's own software development activities, without the prior written permission of Altera. 7. No Other Licenses or Intellectual Property Rights. The software code licensed under the Agreement (the "Licensed Software") is protected by copyright law and international treaties. Other than the rights expressly granted to Licensee in the Agreement, Altera and its licensors retain and own all right, title and interest in and to the Licensed Software, including any modifications, derivatives and updates thereof, and all Intellectual Property Rights in all of the foregoing. Nothing in this Agreement shall be construed to: (i) transfer any rights of ownership and/or interest in and to the Documentation and Licensed Software or portions thereof, or any derivative works of the foregoing to You, except as specifically provided in the Agreement; or (ii) enable You to exercise the rights granted herein with respect to the Licensed Software with: (A) products other than Your products; or (B) using the Licensed Software to program any non-Altera Devices. We expressly reserve all other rights in and to the Licensed Software, Documentation, and Intellectual Property Rights not granted to You under this Agreement. You acknowledge and agree that: (i) this Agreement does not grant You or Licensee any right to practice, or any other right at all with respect to any patent of Altera or its licensors, and a separate license agreement from Altera or its licensors is needed to use or practice any patent of Altera or its licensors. You, on behalf of Licensee and its affiliates and subsidiaries, agree not to contend in any context that, as a result of this SOC EDS Agreement, either Altera or its licensors have any obligation to extend, or You, Licensee, or any other party has obtained any right to, any license, whether express or implied, with respect to any patent of Altera or its licensors, for any purpose whatsoever. 8. Third Party Licensors. The Licensed Software may contain or include Third Party Materials licensed or provided to Altera by third parties (the "Third Party Licensors") which may be subject to additional terms and conditions or restrictions imposed by such Third Party Licensors in a separate license agreement (the "Third Party Licenses"). Such Third Party Licenses will be identified in the Third Party Licenses document describing each such Third Party Licenses associated with every Altera product. A hyperlink to an Altera webpage containing the text of all Third Party Licenses may be accessed at http://dl.altera.com/eula. 9. Term and Termination. The license is effective until terminated by either party, or terminated in accordance with its terms, whichever occurs first. You may terminate it at any time by uninstalling and irrevocably destroying the Licensed Software, including all modifications, copies, and all portions of the foregoing, and certifying to such destruction in a writing signed by an officer of Licensee. Altera may terminate the license if You or Licensee fail to comply with any material term or condition of this Agreement, including but not limited to Licensee's or Your breach of the license rights granted to Licensee in this Agreement, or breach of Licensee's obligations of confidentiality, and may also terminate the license in accordance with the terms of the Agreement. 10. Limited Warranty and Remedies. 10.1 Limited Warranty. For a period of ninety (90) days from the date of Licensee's first receipt from Altera or the Authorized Distributor, as the case may be, of the License Key (the "Warranty Period"), Altera warrants to Licensee that the Licensed Software will perform substantially in accordance with Altera's Documentation, if used in full compliance with the terms of this Agreement. This warranty is personal in nature, provided only to Licensee, and is not transferable to Licensee's end users, customers, or to any third party. 10.2 Exceptions to Warranty. During the Warranty Period, (i) Altera (either directly or through its Authorized Distributor) will replace any Licensed Software not meeting the foregoing warranty which is returned to Altera or the Authorized Distributor with adequate proof of purchase; or (ii) if Altera (either directly or through the Authorized Distributor) is unable to deliver replacement Licensed Software that performs substantially in accordance with Altera's Documentation, Licensee may terminate this Agreement by either returning to Altera or irrevocably destroying the Licensed Software, and providing the certification described in Paragraph 8 above. Any replacement Licensed Software will be warranted for the remainder of the original Warranty Period or thirty (30) days, whichever is longer. The foregoing warranty extends only to the Licensed Software in the form delivered by Altera to Licensee, and not to any: (i) modifications not made by Altera or its Authorized Distributor; (ii) misuse, abuse, or use of the Licensed Software in a manner not contemplated by this Agreement; (iii) failure to use compatible Altera Devices as set forth in the Documentation; or (iv) Third Party Materials. 11. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH ABOVE, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SOC EDS AGREEMENT, NO OTHER WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO THE LICENSED SOFTWARE AND/OR SUPPORT PROVIDED BY ALTERA, ITS LICENSORS, OR ANY AUTHORIZED DISTRIBUTOR, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. ALTERA, ITS LICENSORS, AND AUTHORIZED DISTRIBUTORS EXPRESSLY DISCLAIM ALL LIABILITY FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, AND CONSEQUENTIAL DAMAGES, SUCH AS EXPENSES, RECALL COSTS, BUSINESS INTERRUPTION DAMAGES, LOSS OF OR DAMAGE TO INFORMATION, LOSS OF GOODWILL, LOST PROFITS, LOST SAVINGS, OTHER DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED SOFTWARE; THAT THE FUNCTIONS CONTAINED IN THE LICENSED SOFTWARE WILL MEET LICENSEE REQUIREMENTS; OR THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. LICENSEE ALSO ASSUMES RESPONSIBILITY FOR THE SELECTION OF THE LICENSED SOFTWARE TO ACHIEVE ITS INTENDED RESULTS AND FOR THE INSTALLATION, USE, AND RESULTS OBTAINED FROM THE LICENSED SOFTWARE. YOUR'S AND LICENSEE'S SOLE REMEDIES AND ALTERA'S, ITS LICENSORS' AND THE AUTHORIZED DISTRIBUTORS' ENTIRE LIABILITY ARE AS SET FORTH ABOVE. Some jurisdictions do not permit the exclusion of implied warranties, so the above exclusion may not apply to You or Licensee, but shall be interpreted to apply to the maximum extent permissible under applicable law. 12. Support Services. After expiration of the Warranty Period, upon payment of the applicable support fee, Altera or its Authorized Distributor, as the case may be, Altera or the Authorized Distributor shall: (i) be obligated to provide Support for the Licensed Software (including bug fixes, error corrections and any other updates) made generally available by Altera to licensees that purchase support and maintenance for a period of 12 months from the date of the license purchase or renewal, whichever is later; and (ii) use commercially reasonable efforts to respond by telephone or email to Your inquiries for support for the Licensed Software. Any information collected by Altera or the Authorized Distributor arising from or relating to Your requests for Support, including but not limited to design files compiled using the Licensed Software provided by You or Licensee for purposes of design assistance, enhancement, and troubleshooting, may be used internally by Altera for the purpose of improving future versions of the Licensed Software and developing future products. Any such information will not be disclosed by Altera to any third parties other than its subsidiaries, its Authorized Distributors, its authorized sales representatives, and to You. If you purchased a license to the Licensed Software directly from Altera, and you are not receiving such Licensed Software as academic software in a university setting, you are entitled to receive reasonable support and maintenance from Altera for the DS-5 Altera Edition portion of the Licensed Software for a period of: (i) the term of your license to the Licensed Software, as determined by the License Key; or (ii) one (1) year, commencing on the date of purchase, whichever is shorter. Support will be provided on any version of the Licensed Software components defined in your Seat which, at the date of your support request, is either: (a) the current version made generally available by Altera; or (b) the previous version made generally available by Altera at some time during the previous ninety (90) days. 13. Limitation of Liability. Under no circumstances shall Altera, its licensors, or an Authorized Distributor be liable to You, Licensee or to any third party in an amount greater than One Thousand Dollars ($1,000.00) or the subscription fee paid by Licensee to Altera or the Authorized Distributor for the Licensed Software covered by this SOC EDS Agreement. You or Licensee may not sublicense, assign, or transfer the license rights granted herein, or disclose any trade secrets associated with the Licensed Software, except as expressly provided in this SOC EDS Agreement. Any attempt to sublicense, assign, or transfer any of the rights, duties, or obligations hereunder is void and shall automatically terminate any licenses and rights granted under this Agreement. 14. Choice of Law/Venue. This Agreement will in all respects be governed by, and construed and interpreted under, the laws of the United States of America and the State of Delaware, without reference to conflict of laws principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded from and will not apply to this Agreement. All disputes arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the courts of the State of Delaware or of the Federal courts sitting in that State. Each party submits to the personal jurisdiction of those courts and waives all objections to that jurisdiction and venue for those disputes. 15. Export Control. You shall not export, directly or indirectly, any Confidential Information, the Licensed Software, or any any product, service or technical data or system incorporating the Licensed Software without first obtaining any required license or other approval from the U.S. Department of Commerce or any other agency or department of the U.S. government. In the event of export from the United States or re-export from a foreign destination, You will ensure that the distribution and export or import of the product is in compliance with all laws, regulations, orders, or other restrictions of the U.S. Export Administration Regulations and the appropriate foreign government. 16. U.S. Government Restricted Rights. You and Licensee acknowledge and agree that all software and software-related items licensed to Licensee by Altera pursuant to this Agreement are "Commercial Computer Software" or "Commercial Computer Software Documentation" as defined in FAR 12.212 for civilian agencies and DFARS 227-7202 for military agencies (as amended) and in the event You are permitted under this Agreement to provide such items to the U.S. government, such items shall be provided under terms that are at least as restrictive as the provisions of this SOC EDS Agreement. The Contractor/manufacturer is Altera Corporation, 101 Innovation Drive, San Jose, CA 95134 and its licensors. 17. Access to Information on the ALTERA Cloud Site. If enabled, all users have the ability to view the compile data transmitted by logging into the https://cloud.altera.com ALTERA cloud site with the same user account specified when enabling the Quartus Prime notifications feature. From this site, any users can browse the compile status data, or delete/purge results as they wish. 18. OPEN SOURCE STATEMENT. The Licensed Software may include Open Source Software that is licensed pursuant to the applicable Open Source Software license agreement(s) identified in the Open Source Software comments in the applicable source code file(s) and/or file header(s) provided with or otherwise associated with the Licensed Software. Additional detail may be provided (where applicable) in the accompanying on-line documentation, or within the user interface of the device, if any. With respect to Open Source Software, nothing in this SOC EDS Agreement limits any rights under, or grants rights that supersede, the terms of any applicable Open Source Software license agreement. Neither Licensee nor any OEM, ODM, customer, or distributor, will subject the Licensed Software or associated Documentation, in whole or in part, to any license obligations associated with Open Source Software including combining or distributing the Licensed Software and/or Documentation with Open Source Software in a manner that subjects Intel or any portion of the Licensed Software to any license obligations of such Open Source Software. 19. General Terms. This SOC EDS Agreement is entered into for the benefit of Altera, its licensors and Authorized Distributors, and all rights granted to You and Licensee, and all obligations owed to Altera, its licensors and the Authorized Distributors shall be enforceable by Altera, its licensors and the Authorized Distributors. No modification of this SOC EDS Agreement will be binding unless in writing and signed by authorized representatives of each party. If any of the provisions of this SOC EDS Agreement are found to be in violation of applicable law, void, or unenforceable, then such provisions shall be deemed to be deleted from the SOC EDS Agreement, but the remaining provisions of the SOC EDS Agreement shall remain in full force and effect. If You have any questions concerning this SOC EDS Agreement, including questions relating to software maintenance or warranty service, please contact Altera Corporation, 101 Innovation Drive, San Jose, CA 95134. By downloading, installing, copying or using the Licensed Software, or by paying a subscription or other applicable fee, You acknowledge that You have read this SOC EDS Agreement, understand it, and agree to be bound by its terms and conditions. You further agree that the SOC EDS Agreement is the complete and entire agreement of the parties with respect to the subject matter hereof. No statements, promises or representations have been made by one party to the other, or are relied upon by either party when entering into this SOC EDS Agreement. All prior and contemporaneous discussions and negotiations, whether verbal or written, are merged into and superseded by the SOC EDS Agreement. No entity or person not a party hereto shall have any interest under this SOC EDS Agreement, or be deemed to be a third party beneficiary of the SOC EDS Agreement. If the Agreement terminates for any reason, all definitions in this Agreement and the rights, obligations, and restrictions under Paragraphs 1 (Definitions); 5 (Confidential Information; 6 (Restrictions on Use); 7 (No Other Licenses or Intellectual Property Rights); 8 (Third Party Licensors); 10 (Limited Warranty and Remedies); 11 (Disclaimer of Warranties); 13 (Limitation of Liability); 14 (Choice of Law/Venue); 15 (Export Control); 16 (U.S. Government Restricted Rights); and 19 (General Terms) shall survive termination of this Agreement. [END OF SOC EDS VERSION 17.1 LICENSE AGREEMENT] ALTERA(R) HARDWARE REFERENCE DESIGNS OR DESIGN EXAMPLES (GHRD) VERSION 17.1 LICENSE AGREEMEENT Copyright (C) 2017 Altera(R) Corporation. All rights reserved. "Altera" is a registered trademark of Altera Corporation in the U.S. and other countries. Any other trademarks and trade names referenced here are the property of their respective owners. Certain files, programs, or other materials provided in connection with the Licensed Software may originate or contain components from Third Party Licensors and are licensed to You pursuant to the terms of the applicable Third Party License appearing upon activation or installation of the Licensed Software, and/or are contained or described in associated release notes, header source files, or other documentation. Any such additional terms, and conditions or restrictions will also be listed in a separate file called "Third Party Licenses document". You agree to carefully review and comply with the terms of such Third Party Licenses. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, AS BETWEEN LICENSEE AND ALTERA, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH THIRD PARTY LICENSES SHALL BE SUBJECT TO PARAGRAPH 11 (DISCLAIMER OF WARRANTIES), PARAGRAPH 13 (LIMITATION OF LIABILITY) AND PARAGRAPH 14 (GOVERNING LAW). ALTERA OFFERS NO WARRANTIES (WHETHER EXPRESS OR IMPLIED); INDEMNIFICATION; AND/OR SUPPORT OF ANY KIND WITH RESPECT TO THIRD PARTY MATERIALS, EXCEPT THAT WE WILL PASS THROUGH TO YOU, IF AND TO THE EXTENT AVAILABLE, ANY WARRANTIES EXPRESSLY PROVIDED TO US BY THIRD PARTY LICENSORS RELATING TO SUCH THIRD PARTY MATERIALS. PLEASE REVIEW THE FOLLOWING TERMS AND CONDITIONS IN THIS HARDWARE REFERENCE DESIGNS OR DESIGN EXAMPLES (GHRD) VERSION 17.1 LICENSE AGREEMENT (THE "GHRD AGREEMENT" OR "AGREEMENT") CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE LICENSED SOFTWARE. BY (A) DOWNLOADING, INSTALLING OR USING THE LICENSED SOFTWARE; OR (B) PAYING A LICENSE FEE OR OTHER FEE TO ALTERA; OR (C) PAYING A FEE TO AN AUTHORIZED DISTRIBUTOR, YOU INDICATE YOUR ACCEPTANCE OF THIS GHRD AGREEMENT OR THE AGREEMENT BETWEEN YOU AND THE AUTHORIZED DISTRIBUTOR FROM WHICH YOU HAVE ACQUIRED THE LICENSE. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE TERMS OF THIS GHRD AGREEMENT AND YOUR AGREEMENT WITH AN AUTHORIZED DISTRIBUTOR, THIS GHRD AGREEMENT WILL GOVERN AND CONTROL, EXCEPT WITH REGARDS TO PAYMENT TERMS. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS GHRD AGREEMENT OR THE TERMS OF ANY THIRD PARTY LICENSES, DO NOT DOWNLOAD, INSTALL, OR USE THE LICENSED SOFTWARE. IF YOU HAVE ALREADY DOWNLOADED THE LICENSED SOFTWARE, PLEASE UNINSTALL IT AND IRREVOCABLY DESTROY IT AND ANY COPIES YOU HAVE MADE AS SOON AS POSSIBLE. IF YOU HAVE RECEIVED A COPY OF THE LICENSED SOFTWARE ON A DVD OR OTHER MANNER THAN ELECTRONIC DOWNLOAD, PLEASE RETURN THE LICENSED SOFTWARE UNUSED TO ALTERA OR THE AUTHORIZED DISTRIBUTOR FROM WHICH YOU OBTAINED THE LICENSE PROMPTLY. 1. Definitions. "Altera" means Altera Corporation, a Delaware corporation with a place of business at 101 Innovation Drive, San Jose, California 95134 U.S.A. including its parent, affiliates and subsidiaries worldwide. "Altera Devices" means programmable logic devices, including field programmable gate arrays ("FPGAs") devices, complex programmable logic devices ("CPLDs"), SoC devices, and/or any other semiconductor devices designed, developed or manufactured by or on behalf of Altera. "Authorized Distributor" means a reseller, OEM, ODM, or any distributor that is authorized by Altera to license the Licensed Software to end users in a valid agreement entered into between Altera and such reseller or distributor. "Contractor" means a person, corporation, or other entity that: (i) provides design, testing, or integration services for Licensee solely for implementation within Altera devices; and (ii) is subject to a written confidentiality agreement protecting Altera's Confidential Information with restrictions no less restrictive than those contained in this Agreement. No competitor of Altera shall be a Contractor. "Confidential Information" means and includes, but is not limited to: (i) the Licensed Software (whether provided in source code or binary form, including any modifications, derivatives, updates and upgrades thereto) and the algorithms, concepts, techniques, methods, and processes embodied therein; (ii) the Licensed Products and all information and specifications associated therewith; (iii) any business, marketing, technical, scientific or financial information disclosed to Licensee or You by Altera or an Authorized Distributor; or (iv) any information which, at the time of disclosure, is designated in writing as confidential or proprietary, or similar designation, is disclosed in circumstances of confidence, or would be reasonably understood by a person, exercising business judgment, to be confidential. "Deliverables" means: (i) the applicable Reference Design; (ii) any format test benches (if applicable) and/or suite of test vectors (if applicable); and (iii) product/user Documentation (if applicable) relating to the Reference Design. "Documentation" means technical data in human or machine readable form furnished by Altera which: (i) provides operating instructions for using the Licensed Software, or (ii) explains the capabilities and functions of the Licensed Software, and any full or partial copies of any such technical data. "Intellectual Property Rights" means all (i) patents, patent applications, patent disclosures and inventions (whether patentable or not); (ii) trademarks, service marks, trade dress, trade names, logos, corporate names, Internet domain names, and registrations and applications for the registration for any of them, together with all goodwill associated with any of them; (iii) copyrights and copyrightable works (including computer programs and mask works) and registrations and applications for registration; (iv) trade secrets, know-how and other Confidential Information; (v) waivable or assignable rights of publicity, waivable or assignable moral rights; (vi) unregistered and registered design rights and any applications for registration; (vii) database rights and all other forms of intellectual property, such as data; and (viii) any and all similar or equivalent rights throughout the world. "Licensee Customers" is defined in Section 2.2 (v) below. "Licensee" means You or the entity or person entering into this Agreement. "User" "You" and "Licensee" may be used interchangeably in this Agreement. "Licensed Products" means Altera Device(s) in which the Reference Design, in whole or in part, is modified by Licensee or a Contractor in accordance with the terms of this Agreement, and implemented into Altera Devices. "Open Source Software" means any software that requires as a condition of use, modification and/or distribution of such software that such software or other software incorporated into, derived from or distributed with such software: (a) be disclosed or distributed in Source Code form; (b) be licensed for the purpose of making derivative works; and (c) be redistributable at no charge. Open Source Software includes, without limitation, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (i) GNU's General Public License (GPL) or Lesser/Library GPL (LGPL); (ii) the Artistic License (e.g., PERL); (iii) the Mozilla Public License; (iv) the Netscape Public License; (v) the Sun Community Source License (SCSL); (vi) the Sun Industry Source License (SISL); and (vii) the Common Public License (CPL). The Open Source Software components associated with the Licensed Software and their corresponding license terms may be found in one or more of: (A) text files associated with the Licensed Software; (B) within the Source Code of the Licensed Software; or (C) within the Source Code of the Open Source Software that is provided with the Licensed Software. "Reference Design" means one or more hardware reference design files or design examples in source code or encrypted source code format (including simulation models (VHDL and Verilog HDL)), each designed to implement a specific logic function into an Altera Device. The term, "Reference Design" expressly excludes any Intel FPGA IPs and any design files provided under Altera's OpenCore and OpenCore Plus programs. "Support" means any support services provided to Licensee by Altera and/or authorized Altera representatives in responding to email, telephone, or other inquiries from You for technical, or other support requests in connection with the Licensed Products. "Third Party Licenses" is a separate file, header, or release notes that contains additional terms, conditions or restrictions imposed by Third Party Licensors. Such Third Party Licenses will be identified in a Third Party Licenses Document describing each Third Party License associated with every Altera product. A hyperlink to an Altera database containing the text of all Third Party Licenses may be accessed by clicking on the applicable line in the Third Party Licenses Document. "Third Party Licensors" means and includes any third party that licenses or provides Third Party Materials to Altera. "Third Party Materials" are materials or components included in the download that include but are not limited to software, code portions or files owned by Third Party Licensors, and are provided subject to Third Party Licenses. "User" or "You" means each individual identified by Licensee as a person authorized to Use the Licensed Software on behalf of and for the benefit of Licensee. 2. Grant of License to Deliverables. 2.1 Grant of License. Subject to and conditioned upon Your compliance with the terms and conditions of this Agreement, Altera hereby grants to You a personal, perpetual (but subject to termination as otherwise described in this Agreement), worldwide, non- exclusive, non-transferable license with no right to sublicense (except as otherwise permitted under the Agreement), to use the Deliverables as described in this Section 2. 2.2 You may: (i) design, parameterize, compile, route, and generate programming files and netlists with the Deliverables for implementation in Altera Devices; (ii) program Altera Devices with the Deliverables; (iii) if the licensed file format is "Source Code", modify and create Derivative Works (in whole or in part) of the Deliverables for implementation in Altera Devices; (iv) if the Licensee type is "Partner", sublicense its rights under Sections 2.2(i) and 2.2(ii) above to Contractors, but only for the period during which such party is acting as a Contractor to Licensee, and for so long as Licensee assumes full liability for Contractor's access to and use of the Deliverables in compliance with this Agreement; and (v) sublicense the Deliverables to its customers or end users ("Licensee Customers"), but only if the following conditions are met: (a) if Licensee Type is "Partner", and if the licensed file format is "Source Code", and if You are is expressly granted sublicensing rights by Altera; (b) if the Deliverables are sublicensed to Licensee Customers in encrypted form, and the Deliverables are modified in compliance with this Agreement; and (c) if the Deliverables are made available only to Licensee Customers for the purposes of internally evaluating the Deliverables, to program Altera Devices with such Deliverables, and to manufacture or have manufactured, distribute or have distributed, sell or have sold, or otherwise market or have marketed products containing one or more Licensed Products. (vi) ) if the Licensee Type is "End User", use the Deliverables to manufacture or have manufactured, distribute or have distributed, sell or have sold, or otherwise market or have marketed products containing one or more Licensed Products. 2.3 Altera shall use commercially reasonable efforts to deliver to You, via electronic transfer when possible, the Deliverables in a timely manner. 2.4 You may make one copy the Deliverables for back-up or archival purposes only and may use the Deliverables over a network. 2.5 You will not, and shall cause its Contractors and Licensee Customers, if applicable, to not remove any Altera Intellectual Property Rights notices from the Deliverables. Any copies of the Deliverables and portions thereof, including but not limited to modifications, derivative works, or portions merged into a Licensed Product made by or for You shall include all Intellectual Property Rights and confidentiality notices appearing on such Deliverables, and will continue to be subject to the terms and conditions of this Agreement. 2.6 No Other Licenses or Intellectual Property Rights. The Deliverables licensed under the Agreement are protected by copyright law and international treaties. Other than the rights expressly granted to You in the Agreement in Sections 2.1 and 2.2 above, Altera and its licensors retain and own all right, title and interest in and to the Deliverables, including but not limited to any modifications, derivatives, updates, and portions and copies thereof, whether made solely by or on behalf of Altera, or by Altera and Licensee jointly, and all Intellectual Property Rights in all of the foregoing (collectively, the "Altera Materials"), except and only to the extent as specifically required by mandatory applicable laws or any applicable third party software license terms accompanying the Licensed Software. Subject to foregoing sentence, if Licensee is granted rights under Section 2.2(b) above and Licensee independently modifies the Deliverables, Licensee will own all Intellectual Property Rights in any such modification. Nothing in this Agreement shall be construed to: (i) transfer any rights of ownership and/or interest in and to the Deliverables and Altera Materials to You or any other person or entity, except as specifically provided in the Agreement; or (ii) enable You to exercise the rights granted herein with respect to the Deliverables and Altera Materials with: (a) products other than Your products; or (b) using the Licensed Software to program any non-Altera Devices. Altera expressly reserves all other rights in and to the Deliverables and the Altera Materials and associated Intellectual Property Rights not granted to You or to any other person or entity under this Agreement. 2.7 You acknowledge and agree that: (i) this Agreement does not grant You any right to practice, or any other right at all with respect to any patent of Altera or its licensors, and a separate license agreement from Altera or its licensors is needed to use or practice any patent of Altera or its licensors. You, on behalf of Licensee and its affiliates and subsidiaries, agree not to contend in any context that, as a result of this GHRD Agreement, either Altera or its licensors have any obligation to extend, or You, Licensee, or any other party has obtained any right to, any license, whether express or implied, with respect to any patent of Altera or its licensors, for any purpose whatsoever. 2.8 To perfect Altera's ownership interests in its Intellectual Property described in Section 2.6 above, You agree to assign to Altera all rights that You may otherwise have in such Intellectual Property and to assist and cooperate with Altera in all reasonable respects: (i) in actions to establish, transfer, or maintain such ownership rights, including executing documents associated therewith, and (ii) in actions of enforcement of such ownership rights. You agree to waive and hereby waive any and all Intellectual Property Rights related to Altera's Intellectual Property described in Section 2.6 above, including without limitation any and all rights of identification of authorship and any and all rights of approval, restrictions or limitation on use, or subsequent modification. 2.9 Third Party Licensors. The Licensed Software may contain or include Third Party Materials licensed or provided to Altera by third parties (the "Third Party Licensors") which may be subject to additional terms and conditions or restrictions imposed by such Third Party Licensors in a separate license agreement (the "Third Party Licenses"). Such Third Party Licenses will be identified in the Third Party Licenses document describing each such Third Party Licenses associated with every Altera product. A hyperlink to an Altera webpage containing the text of all Third Party Licenses may be accessed at http://dl.altera.com/eula. 2.10 You recognize that Altera is or may be independently developing for commercial use products that may be complementary to or competitive with products of Licensee (if the Licensee Type is "End User") or products of Licensee or Licensee Customers (if the Licensee Type is "Partner") and may in the future independently develop products or services that compete with Your products or services. Nothing in this Agreement shall limit Altera's independent development and marketing of any products or systems, without use of You confidential information in any of the foregoing cases. This Agreement shall not prevent Altera from undertaking discussions with third parties, including competitors of Licensee (if the Licensee Type is "End User") or competitors of Licensee or Licensee Customers (if the Licensee Type is "Partner"), provided that in all instances Altera does not do so in breach of Section 5 below. 3. Use Restrictions. You may not use, copy, modify, distribute, or otherwise transfer the Deliverables or any portions thereof, or permit any remote access thereof by any person or entity, except as expressly provided for in this Agreement. You shall not use the Deliverables to program any device other than Altera Devices. If You or Licensee transfer possession the Deliverables, or any modifications or portions thereof to another party except as expressly provided herein, this license shall automatically terminate. You may not publish or disclose the results of any benchmarking or testing of the Deliverables, or use such results for Licensee's own software development activities, without the prior written permission of Altera. 4. Grant of License to Altera. 4.1 If You provide Altera with comments or suggestions for the modification, correction, improvement, or enhancement of: (i) the Deliverables; (ii) any Confidential Information disclosed by Altera to You; or (iii) Altera products that may embody such Confidential Information, then You agree to grant and hereby grant to Altera a nonexclusive, irrevocable, worldwide, royalty-free license, including the right to sublicense Altera licensees and customers, under Your Intellectual Property Rights, the right to use and disclose such comments or suggestions in any manner Altera chooses and to display, perform, copy, have copied, make, have made, use, sell, offer to sell, have sold, and otherwise dispose of Altera's and its sublicensees' products embodying such comments in any manner and via any media Altera chooses, but in all cases without reference to the source of such comments and/or suggestions. 4.2 Except for the express licenses granted in Section 4.1 above, no other licenses are granted by implication, estoppel, or otherwise, and all rights not expressly granted herein are reserved by You. 5. Confidential Information. 5.1 The Confidential Information constitutes trade secrets and confidential and proprietary information of Altera and its licensors, and You agree not to access or Use the Deliverables, directly or indirectly, except and to the extent expressly permitted under this Agreement or by applicable law. Altera and its licensors retain all rights in and to the Deliverables, modifications, derivatives, updates, and upgrades, and all Intellectual Property Rights associated with any of the foregoing. You agree not to remove, alter or obscure any copyright, patent, or other proprietary notices in the Deliverables. No other rights or licenses are granted by implication, estoppel or otherwise, to You or any third party. 5.2 With respect to Confidential Information, You agree: (i) to use at least the same degree of care as You use with respect to Your own Confidential Information of similar importance, but in no event less than reasonable care, to prevent any Confidential Information from being disclosed to any third party, except as otherwise permitted by this Agreement; (ii) not to use or disclose Confidential Information for any purpose except to the extent necessary and for the purpose of programming Altera Devices with the Deliverables (the "Intended Purpose"); and (iii) to restrict the disclosure and possession of Confidential Information solely to those of Licensee Customers, employees and Contractors with a need to know/need to access for the Intended Purpose, who agree to be bound by written confidentiality agreements no less strict than those this Agreement. You agree to be liable to Altera for any breaches of the confidentiality obligations in this Section by You, Licensee Customers, Your employees. agents and Contractors. 5.3 You will have no obligations of confidentiality with respect to any Confidential Information to the extent that it is: (i) already in the public domain or falls into the public domain through no breach of this Agreement (or any other obligation to Altera) by You and Your Contractors; (ii) already rightfully known to You without any obligation of confidentiality; (iii) is rightfully obtained by You from a third party; or (iv) developed independently by You, Your employees or Contractors without breach of Your obligation of confidentiality under this Agreement. With respect to a disclosure required by order of a court or an authorized government agency, You may disclose Confidential Information, provided: (i) that You give prompt written notice of any such required disclosure to Altera; (ii) You disclose the Confidential Information only to the extent required by such court or governmental agency; and (iii) You provide reasonable assistance to Altera in its efforts to protect the confidentiality of the Confidential Information required to be disclosed. 5.4 Notwithstanding anything in this Agreement to the contrary, You agree that Altera may disclose Your identity by name and address, and identify the Deliverables licensed to You to the extent required by its agreement with its licensors and distributors. 6. Term and Termination. 6.1 Term. This Agreement is effective from the date you download, install or use the Deliverables, and continues in force until terminated either by a party or terminated in accordance its terms, whichever occurs first. 6.2 Termination. Altera may terminate this Agreement immediately upon a determination by a court of competent jurisdiction that the Deliverables, in whole or in part, infringe any intellectual property right. You may terminate this Agreement at any time by destroying the Deliverables together with all copies and portions thereof in any form (including any portions merged into a design or product) and providing no less than one hundred twenty (120) days' prior written notice to Altera. Either Party may terminate this Agreement immediately for cause by written notice to the other Party if the other Party: (i) ceases to do business or terminates its business operations; (ii) breaches any material term or condition of this Agreement; or (iii) becomes insolvent or seeks protection under any bankruptcy or liquidation or similar proceedings. 6.3 Effect of Termination. Upon termination of this Agreement, Your license and any rights granted under this Agreement shall terminate, and You shall destroy, and shall cause any Contractors and sublicensees (if applicable) to destroy, the Deliverables, including all copies and portions thereof in any form (including any portions thereof merged into a design or Licensed Product), and certify the same in writing to Altera. Notwithstanding the foregoing, in the event of termination of this Agreement, Licensee Customers (if the Licensee Type is "Partner") or Licensee (if the Licensee Type is "End User") may continue to sell and use the systems containing the Licensed Products that, prior to termination, have been developed in accordance with this Agreement and shipped to the end customers of Licensee Customers (if the Licensee Type is "Partner") or Licensee (if the Licensee Type is "End User"). In no event may any portions of the Deliverables be used in development after termination. In the event of termination for any reason, all definitions in this Agreement and the rights, obligations, and restrictions under Sections 2.6, 2.7, 2.8, 2.9, 3, 4, 5, 6.3, 8, 9, 10, 11, and 12 shall survive termination of this Agreement. 7. Consideration. For the license and other rights granted under this Agreement, Licensee shall provide the consideration specified by Altera. Such consideration shall, as directed by Altera, be provided directly to Altera or through an authorized distributor. Licensee shall pay any and all sales, use, excise, and other tax assessments on the Deliverables or otherwise arising out of this Agreement or the transactions contemplated hereunder, exclusive of taxes based on Altera's net income or corporate or franchise taxes. 8. No Maintenance or Support. 8.1 Licensee agrees that Altera is not obligated to provide any maintenance or support for the Deliverables, except as expressly set forth in this Agreement. 8.2 Except as set forth in Section 8.1 above, Altera will not have any obligation to provide to Licensee any maintenance, support, or training, or to provide any error corrections, updates, upgrades, new versions, other modifications, or enhancements to the Deliverables, the Altera Devices, or any Licensed Products. Licensee shall, at its own expense, be solely responsible for providing technical support and training to any of its customers and any other end users of the Deliverables, any Deliverable, or any Licensed Products, and Altera will have no obligation to any such parties with respect thereto. Licensee shall be solely responsible for, and Altera shall have no obligation to honor, any warranties that Licensee provides to its customers or to any other end users of any Licensed Products. 9. Confidential Information. 9.1 Licensee acknowledges that the Deliverables contain Confidential Information of Altera. Licensee agrees (a) to use at least the same degree of care as it uses with respect to its own confidential information, but in no event less than reasonable care, to prevent any Confidential Information disclosed by Altera from being disclosed to any third party, except as permitted by this Agreement, (b) not to use or disclose Altera Confidential Information for any purpose other than the purpose of programming Altera Devices with the Deliverables (the "Intended Purpose"), and (c) to restrict disclosure of Altera Confidential Information solely to those of Licensee's employees and Contractors (if applicable), each with a need to know for the Intended Purpose and who agree to be bound by confidential non-disclosure agreements no less strict than this Agreement, and not disclose it to other third parties. Licensee shall be liable to Altera for any breaches by its employees and Contractors (if applicable). 9.2 Licensee shall have no obligations of confidentiality with respect to any Confidential Information to the extent that it (a) is already in the public domain or falls into the public domain through no breach of this Agreement (or any other obligation to Altera) on the part of Licensee; (b) is already known to Licensee and is not under any obligation of confidentiality before receiving such Confidential Information from Altera; (c) is rightfully obtained by Licensee from a third party and not under any obligation of confidentiality; or (d) is developed independently by Licensee by individuals without access to the Confidential Information. Licensee may, however, disclose Confidential Information to the extent required by a court of competent jurisdiction or an authorized government agency, provided Altera is given reasonable notice of such disclosure. 10. No Warranties or Guarantees. ALTERA HAS PROVIDED THE DELIVERABLES AND SUPPORT SERVICES, IF ANY, ON AN "AS-IS," "WHERE IS" BASIS. NO WARRANTIES OR GUARANTEES, EITHER EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO THE DELIVERABLES OR SUPPORT SERVICES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALTERA EXPRESSLY DISCLAIMS ALL WARRANTIES NOT EXPRESSLY STATED HEREIN. EXCEPT AS OTHERWISE PROVIDED UNDER THIS AGREEMENT, LICENSEE ASSUMES THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE DELIVERABLES AND ANY DESIGN OR PRODUCT IN WHICH THE DELIVERABLES MAY BE USED, INCLUDING, WITHOUT LIMITATION, ANY LICENSED PRODUCTS. SHOULD THE DELIVERABLES PROVE DEFECTIVE, NEITHER ALTERA NOR ITS AUTHORIZED DISTRIBUTORS ASSUMES LIABILITY FOR ANY COST OF ANY NECESSARY REPAIR OR CORRECTION. No representation or other affirmation of fact, including but limited to statement regarding capacity, suitability for use or performance of the Deliverables, whether made by Altera employees or otherwise, shall be deemed to be a warranty for any purpose or give rise to any liability of Altera whatsoever. By making the Deliverables available, Altera expressly does not recommend, suggest, or require that the Deliverables be used in combination with any other product not provided by Altera. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to Licensee in full, but shall be interpreted to apply to the maximum extent permissible under applicable law. 11. Limitation of Liability. Notwithstanding anything in this Agreement to the contrary, to the extent permitted by law: 11.1 In no event shall the aggregate liability of Altera relating to this Agreement or the subject matter hereof under any legal theory (whether in tort, contract or otherwise), including any liability for any loss or damages directly or indirectly suffered by Licensee relating to the Deliverables, exceed the lesser of (a) the aggregate amount of the license fees actually paid by Licensee under this Agreement or (b) One Thousand U.S. Dollars (USD$1,000). 11.2 IN NO EVENT SHALL ALTERA BE LIABLE UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE (a) FOR ANY LOST PROFITS, LOST REVENUE, OR LOST OR INTERRUPTION OF BUSINESS, (b) FOR ANY LOSS OF OR DAMAGES TO OTHER SOFTWARE OR DATA, OR (c) FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SPECIAL DAMAGES RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, INCLUDING BUT NOT LIMITED TO THE USE, SUPPORT, OPERATION, OR FAILURE OF THE DELIVERABLES, WHETHER OR NOT FORESEEABLE AND EVEN IF ALTERA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND DAMAGES. LICENSEE ACKNOWLEDGES THAT ALTERA HAS NO RESPONSIBILITY OR DUTY TO DEFEND, INDEMNIFY, OR HOLD LICENSEE HARMLESS FROM AND AGAINST ANY CLAIMS, SUITS, PROCEEDINGS, DAMAGES, LOSTS, COSTS AND EXPENSES BASED ON PATENT OR OTHER INTELLECTUAL PROPERTY CLAIMS. 11.3 The limitations set forth in Sections 11.1 and 11.2 above shall apply notwithstanding any failure of essential purpose of any limited remedy stated herein. 11.4 Altera is willing to enter into this Agreement only in consideration of and in reliance upon the provisions contained herein limiting Altera's exposure to liability. Such provisions constitute an essential part of the bargain underlying this Agreement and have been reflected in the consideration agreed upon by the Parties. Both Parties understand and agree that the exclusion of warranties, limitation of liability, and the limitation of remedies allocate risks between the Parties as authorized under applicable law. 11.5 The Reference Design may contain or be derived from portions of code and documentation provided by third parties under license to Altera. To the extent that the Deliverables are developed by a third party or derived from third-party software, no such third party provides any representations or warranties with respect to the Deliverables, assumes any liability regarding use of the Deliverables, or undertakes to furnish Licensee any support or information relating to the Deliverables. Notwithstanding anything herein to the contrary, Licensee agrees that Altera may disclose Licensee's identity by name and address, and identify the Deliverables licensed, to the extent required by agreement with its licensors and partners. 12. General. 12.1 Altera shall have a right to audit any Licensee records to confirm Licensee's compliance with its obligations under this Agreement. Such audit (i) shall be conducted at Licensee's facilities at reasonable times upon reasonable prior written notice as needed to verify Licensee's compliance with its obligations under this Agreement, and (ii) shall not unreasonably interfere with Licensee's normal business operations. This Section 12.1 shall survive for one (1) year after expiration or termination of this Agreement. 12.2 Licensee may not sublicense, assign, or transfer this Agreement or the licenses granted, or any rights, duties, or obligations hereunder, or any Deliverables, whether by operation or law or otherwise, or disclose any trade secrets or Confidential Information embodied in the Deliverables, except as expressly provided in this Agreement. Any attempt to sublicense, assign, or otherwise transfer without prior written consent of the other Party any of the rights, duties, or obligations hereunder is void. For the purposes of this Section, a change in the persons or entities that directly or indirectly control fifty percent (50%) or more of the equity securities or beneficial or voting interest of Licensee shall be considered an assignment by Licensee and shall require the other Party's prior written consent, which shall not be unreasonably withheld. 12.3 You shall not export, directly or indirectly, any Confidential Information, the Licensed Software, or any any product, service or technical data or system incorporating the Licensed Software without first obtaining any required license or other approval from the U.S. Department of Commerce or any other agency or department of the U.S. government. In the event of export from the United States or re-export from a foreign destination, You will ensure that the distribution and export or import of the product is in compliance with all laws, regulations, orders, or other restrictions of the U.S. Export Administration Regulations and the appropriate foreign government. 12.4 This Agreement is entered into for the benefit of Altera and its licensors and all rights granted to Licensee and all obligations owed to Altera shall be enforceable by Altera. 12.5 This Agreement will in all respects be governed by, and construed and interpreted under, the laws of the United States of America and the State of Delaware, without reference to conflict of laws principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded from and will not apply to this Agreement. All disputes arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the courts of the State of Delaware or of the Federal courts sitting in that State. Each party submits to the personal jurisdiction of those courts and waives all objections to that jurisdiction and venue for those disputes. 12.6 Intentionally omitted. 12.7 No amendment to this Agreement shall be effective unless it is in writing signed by a duly authorized representative of both Parties. The waiver of any breach or default shall not constitute a waiver of any other right hereunder. 12.8 If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible. 12.9 The article headings throughout this Agreement are for reference purposes only and the words contained therein shall not be construed as a substantial part of this Agreement and shall in no way be held to explain, modify, amplify, or aid in the interpretation, construction, or meaning of the provisions of this Agreement. 12.10 BY USING THE DELIVERABLES OR ANY PART THEREOF, LICENSEE AND ALTERA ACKNOWLEDGE THAT LICENSEE AND ALTERA HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. LICENSEE AND ALTERA FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN LICENSEE AND ALTERA, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN LICENSEE AND ALTERA RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. 12.11 Licensee agrees (on behalf of itself, its subsidiaries, and other affiliated parties) that neither it nor any of its subsidiaries or other affiliated parties will, whether during or after the term of this Agreement, institute any claim or action against Altera, or any subsidiaries or other affiliated parties of Altera, that is based in whole or in part on infringement (whether direct or contributory infringement, inducement to infringe, or otherwise) of any Licensee intellectual property rights in connection with the use, license, offer to license, importing, exporting, or otherwise disposing of the Deliverables, including any portion, enhancements, modifications, or derivative works thereof (collectively, "Subject Claims"), or authorize any third party to file any Subject Claims. This covenant shall extend to any Subject Claims against third-party manufacturers, suppliers, distributors, resellers, partners, customers, and other licensees of Altera or any subsidiaries or other affiliated parties of Altera. This covenant shall apply to and be binding on any assignees, licensees, or other transferees of Licensee's intellectual property rights. To the extent that such covenant shall not automatically be binding on any such assignees, licensees, or other transferees, the assigning party shall cause such covenant to be so binding and shall indemnify and hold harmless Altera, or any subsidiaries or other affiliated parties of Altera, against all damages, costs, expenses, and other liabilities (including attorneys' fees) incurred by Altera, or any subsidiaries or other affiliated parties of Altera, that result from or relate to any failure to cause such covenant to be so binding. 12.13 If Licensee is an agency or instrumentality of the United States Government, the Deliverables are "commercial computer software" and "commercial computer software documentation", and pursuant to FAR 12.212 or DFARS 227.7202, and their successors, as applicable, use, reproduction, and disclosure of the Deliverables are governed by the terms of this Agreement. Contractor/manufacturer is Altera Corporation, 101 Innovation Drive, San Jose, CA 95134 and its licensors. 13. OPEN SOURCE STATEMENT. The Licensed Software may include Open Source Software that is licensed pursuant to the applicable Open Source Software license agreement(s) identified in the Open Source Software comments in the applicable source code file(s) and/or file header(s) provided with or otherwise associated with the Licensed Software. Additional detail may be provided (where applicable) in the accompanying on-line documentation, or within the user interface of the device, if any. With respect to Open Source Software, nothing in this GHRD Agreement limits any rights under, or grants rights that supersede, the terms of any applicable Open Source Software license agreement. Neither Licensee nor any OEM, ODM, customer, or distributor, will subject the Licensed Software or associated Documentation, in whole or in part, to any license obligations associated with Open Source Software including combining or distributing the Licensed Software and/or Documentation with Open Source Software in a manner that subjects Intel or any portion of the Licensed Software to any license obligations of such Open Source Software. [END OF GHRD LICENSE VERSION 17.1] =================================================================== THIRD-PARTY LICENSES NOTE: The following third-party licenses and notices represent each third-party contributor's use requirements for Your usage of any third- party software incorporated into or provided in conjunction with the Intel FPGA product(s) licensed under the Intel FPGA Software License Agreement ("Agreement"). The provisions contained in each such license apply only to the respective Third-Party Components (as such term is defined in the Agreement) and not to any Intel FPGA products licensed to You. SoC Embedded Design Suite (EDS) THIRD-PARTY LICENSES ------------------------------------------------------------------ View SoC Embedded Design Suite (EDS) Third-Party License Agreements at http://dl.altera.com/eula or in your installation directory.