The following license agreement applies to all Xylon's logicBRICKS products purchased under conditions defined by Xylon's Low-Volume IP Program. Please read the document carefully before using the licensed materials. PDF version:
Xylon Low-Volume IP Program License Agreement
IMPORTANT: THIS XYLON DEVELOPMENT SEAT LICENSE AGREEMENT (“XDSLA”) IS A LEGAL AGREEMENT BETWEEN YOU AND XYLON LTD PROVIDING YOU WITH THE LICENSE TO USE THE LICENSED MATERIALS UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THIS XDSLA CAREFULLY BEFORE USING THE LICENSED MATERIALS. BY USING THE LICENSED MATERIALS, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THE LICENSE/XDSLA. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL AND USE LICENSED MATERIALS.
1. Definitions
(a)
“Intellectual Property Rights” means any and all tangible and intangible: (i) rights associated with works of authorship throughout the world, including but not limited to copyrights, neighboring rights, moral rights, and all derivative works thereof, (ii) trademark and trade name rights and similar rights, (iii) trade secret rights, (iv) patents, designs, algorithms and other industrial property rights, and, (v) all other intellectual and industrial property rights (of every kind and nature throughout the world and however designated) whether arising by operation of law, treaty, contract, license, or otherwise, together with all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force (including any rights in any of the foregoing).
(b)
“Licensed Materials” means the design data and information relating to Xylon’s virtual design component (also referred to as a “core”) that is made available to you subject to the terms of this XDSLA.
(c)
“Licensed Products” means any integrated circuits manufactured by Xilinx, Inc. hereinafter “Xilinx”) that are programmed with a bitstream generated by use of the Licensed Materials.
(d)
“Development Seat” means one personal computer or other device on which you plan to install and use one copy of the Licensed Materials; said PC or other device hosted at a geographic location of your principle place of business.
(e)
“You” or
“Licensee” means you, either an individual or a single entity, intending to obtain the license to use the Licensed Materials as well as to download the Licensed Materials from XYLON’s website available on the following URL address:
www.logicbricks.com, under the terms and conditions set out in this XDSLA as well as on the Registration Page completed by You. For the avoidance of doubt, you will not be considered as the end-consumer protected by the consumer protection laws and regulations.
(f)
“License Period” means any period of one (1) or three (3) years depending on the type of the licensing model chosen by you either on-line or via other purchasing methods available in Xylon’s price list.
(g)
“Technical Support” means support services provided by XYLON to your Licensed Materials and their functionality , including detection and correction of any IP cores bugs, access to IP-Core updates, extensions, changes and upgrades made by XYLON for the standard IP-Cores and alike; said services to be provided via email or telephone and within reasonable time.
(h)
“Effective Date” means the commencement date of the License Period.
2. License
Upon execution of the purchase and payment of the applicable fees, subject to the terms herein, Xylon hereby grants you a nonexclusive, nontransferable, revocable license: (i) to install and use the Licensed Materials at only one (1) Development Seat for the
sole purpose of creating, simulating and implementing chip designs to be programmed on to the Licensed Products; and (ii) to sell and/or distribute Licensed Products.
3. Restrictions on Use
3.1 Installation and Use of the Licensed Materials by any person outside the Development Seat is prohibited unless authorized in writing by Xylon.
3.2 Use of the Licensed Materials shall cease to exist after the expiry of the License Period. You are not permitted to use the Licensed Materials after expiry of the License Period. You may enter into a new XDSLA with Xylon for the purpose of extending the License Period. For avoidance of doubt, there are no time limitation for the manufacturing and selling the Licensed Products.
3.3 You may copy the Licensed Materials only to the extent necessary for your authorized use of the Licensed Materials, and for archival and back-up purposes, provided always that you will at all times and in each instance, reproduce all copyright notices and proprietary legends on each copy in the same manner as such notices and legends appeared on the original. No other copies may be made without Xylon’s prior written consent.
3.4 You may not provide Licensed Materials to a third party without prior written approval from Xylon; provided, however, that you may provide device programming files – bitstream files or PROM files – to third parties without XYLON’s prior approval in order to program the Licensed Product.
3.5 You and/or any third party provided by you with the device programming files – bitstream files or PROM files - will be entitled to sell and/or distribute up to five thousand (5.000) items of the Licensed Products manufactured on the basis of the Licensed Materials. You will regularly notify Xylon on a number of manufactured, sold and/or distributed Licensed Products on each anniversary of the Effective Date. You are not permitted to manufacture, sell and/or distribute more than 5.000 items of the Licensed Products unless you purchase additional production rights – bitstreams from Xylon or enter into a new XDSLA with Xylon.
3.6 You acknowledges that use of the Licensed Materials in combination with other functionality (ies), software or protocols may require licenses from third parties and you accept sole responsibility for obtaining such licenses.
3.7. During the License Period, you will be entitled to use Technical Support services up to a number of working hours as set out on Xylon web page.. Technical Support will include the work hours provided by Xylon for the purpose of investigating, testing, correcting the Licensed Materials as well as other actions that Xylon’s engineers find appropriate in assisting your use of the Licensed Materials. After completion of the dedicated working hours for Technical Support and/or after the expiry of the License Period, you will not be entitled to use the Technical Support services without purchasing additional working hours of the Technical Support from Xylon. Technical Support will be available via telephone, e-mail or other electronic means of communications during Xylon’s regular working hours from 9.30 am to 11.00 pm, CET, five days per week (excluding Saturdays and Sundays). Technical Support policies shall be exclusively determined, modified and changed by XYLON, including but not limited to the possibility of termination of Technical Support Services and/or interruption of its regular provision to you and your Licensed Materials. You agree that XYLON may collect and use technical information gathered as a part of the Technical Support services provided to you, if any, related to the Licensed Material. Xylon may use this information solely to improve its products or to provide customized services and will not disclose this information in a form that personally identifies you.
4. Critical Applications
LICENSED MATERIALS ARE NOT DESIGNED TO BE FAIL-SAFE AND ARE THEREFORE NOT WARRANTED FOR USE, AS PROGRAMMED ON TO LICENSED PRODUCTS, AS THE PRINCIPAL MECHANISM IN LIFE-SUPPORT APPLICATIONS, DEVICES, OR SYSTEMS OR OTHER APPLICATIONS THAT INVOKE POTENTIAL RISKS OF DEATH, PERSONAL INJURY, OR SEVERE PROPERTY OR ENVIRONMENTAL DAMAGE (“CRITICAL APPLICATIONS”). USE OF LICENSED MATERIALS IN SUCH CRITICAL APPLICATIONS IS UNDERSTOOD TO BE FULLY AT LICENSEE’S OWN RISK.
5. Intellectual Property Rights
You acknowledge that all Intellectual Property Rights in the Licensed Materials are and will remain the sole property of Xylon or its licensors, if any. To protect such Intellectual Property Rights, you may not decompile, reverse-engineer, disassemble, or otherwise reduce the Licensed Materials to a human-perceivable form. You may not modify or prepare derivative works of the Licensed Materials in whole or in part, except for the purposes set forth in Section 2. Nothing contained in this XDSLA will be construed as conferring by implication, estoppel or otherwise upon either party any license or other right except the licenses and rights expressly granted hereunder to a party hereto.
6. Term; Termination
This XDSLA will be effective upon your completion of the On-line purchase on Xylon web page and electronic acceptance of the terms and conditions hereto. Effective Date of the License Period shall start on the date of Xylon’s receipt of our payment of the License Fee. This XDSLA will remain effective until expiry of the License Period unless terminated earlier by any of the parties hereto.
You may terminate this License at any time by destroying the Licensed Materials and all copies thereof. This XDSLA will terminate immediately and automatically without notice from Xylon if you fail to comply with any provision of this XDLSA, provided that any payment obligations accruing prior to such immediate termination will remain due and owing. Upon termination of this XDSLA, the licenses, rights and covenants granted hereunder and the obligations imposed hereunder will cease, except as otherwise expressly provided for herein, and you will destroy the Licensed Materials, including all copies and all relevant documentation. Sections 1, 3.3, 4 ~ 6, 7.2, 8, 9, 12 and 13 will survive the termination of this XDSLA.
7. Limited Remedy and Disclaimer
7.1. Xylon represents and warrants that for a period of ninety (90) days as of the Effective Date, t the Licensed Materials will substantially conform to Xylon’s published specifications for the Licensed Materials. If an implied warranty or condition is created by your jurisdiction and laws of your country prohibits disclaimer of it, you also have an implied warranty and/or condition BUT ONLY as to the defects discovered during the period of this limited warranty (ninety days). Xylon’s sole liability and Licensee’s exclusive remedy with respect to breach of the foregoing limited representation will be limited to error correction or replacement of the Licensed Material, or if neither is in Xylon’s opinion commercially feasible, termination of this XDSLA and refund of any license fee received by Xylon from you for the Licensed Materials. As to any defects discovered after the ninety days period, there is no warranty and/or condition of any kind but you can use the Technical Support Services described under Point 3.7. hereof.
7.2. EXCEPT AS SPECIFICALLY STATED ABOVE, THE LICENSED MATERIALS LICENSED HEREUNDER ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTY WITH RESPECT TO NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Xylon does not warrant that the functions contained in any of the Licensed Materials will meet your requirements, or that the operation of the Licensed Materials will be uninterrupted or error-free, or that defects in the Licensed Materials will be corrected. Furthermore, Xylon does not warrant or make any representations regarding use or the results of the use of the Licensed Materials in terms of correctness, accuracy, reliability or otherwise.
8. Limitation of Liability
TO THE EXTENT PERMITTED BY THE APPLICABLE LAWS AND REGULATIONS, THE ENTIRE LIABILITY OF XYLON IN RESPECT OF ANY AND ALL BREACHES OF ITS CONTRACTUAL OBLIGATIONS ARISING UNDER THIS XDSLAAND ANY REPRESENTATION, STATEMENT OR TORTIOUS ACT OR OMISSION ARISING UNDER OR IN CONNECTION WITH THIS XDSLA (TOGETHER AN “EVENT OF DEFAULT”) SHALL BE LIMITED TO DAMAGES IN THE TOTAL AMOUNT EQUAL TO ALL LICENSE FEES PAID BY YOU TO XYLON IN THE PRECEDING 12 MONTHS FOR THE APPLICABLE LICENSED MATERIALS. NOTWITHSTANDING THE FOREGOING, XYLON WILL NOT BE LIABLE TO YOU IN REGARD TO ANY EVENT OF DEFAULT FOR LOSS OF DATA, PROFITS, GOODWILL OR ANY TYPE OF SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS (INCLUDING LOSS OR DAMAGE SUFFERED BY YOU AS A RESULT OF ANY ACTION BROUGHT BY A THIRD PARTY) EVEN IF SUCH LOSS WAS REASONABLY FORESEEABLE OR XYLON HAD BEEN ADVISED OF THE POSSIBILITY OF YOU INCURRING THE SAME. THIS LIMITATION SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES HEREIN. NOTHING IN THIS SECTION WILL CONFER ANY RIGHT OR REMEDY UPON YOU TO WHICH IT WOULD NOT OTHERWISE BE LEGALLY ENTITLED.
9. Export Restriction
Licensee agrees to obey all applicable export laws and regulations, including those administered by the U.S. Department of Commerce (U.S. Export Administration Regulations 15 CFR 730 et seq.), and shall not export, re-export, resell, transfer, or disclose, directly or indirectly, any Licensed Materials, or the direct product thereof, to any proscribed person, entity, or country, or foreign national thereof, unless properly authorized by the U.S. government or applicable foreign government.
10. Third-Party Beneficiary
You understand that portions of the Licensed Materials and related documentation may have been licensed to Xylon from third parties and that such third parties are intended third-party beneficiaries of the provisions of this XDSLA.
11. Nondisclosure
Except as otherwise expressly permitted in this XDSLA, you will hold in confidence the Licensed Materials and all other information received hereunder from Xylon. You agree that the Licensed Materials and documentation furnished hereunder will be treated as proprietary trade secrets of Xylon, and you will not make the Licensed Materials or the documentation available in any form to any person other than to its employees and to contractors located on your premises with a need to know subject to restrictions no less stringent than those contained herein. You represent to Xylon that you maintain a system of confidentiality consistent with semiconductor industry standards to protect your own confidential business information, including written agreements with employees, and that the Licensed Materials and documentation will be protected by such a system to the same extent.
12. Governing Law
Governing Law and Jurisdiction. Unless expressly prohibited by the local law of your domicile, this XDSLA shall be governed by the laws of the Republic of Croatia.
United Nations Convention on Contracts for the International Sale of Goods shall not apply.
Any dispute, controversy or claim arising under, out of or relating to this XDSLA and any subsequent amendments of this XDSLA, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be submitted to mediation in accordance with the WIPO Mediation Rules. The place of mediation shall be Zagreb, Croatia. The language to be used in the mediation shall be English.
If, and to the extent that, any such dispute, controversy or claim has not been settled pursuant to the mediation within sixty (60) days of the commencement of the mediation, it shall, upon the filing of a Request for Arbitration by either party, be referred to and finally determined by arbitration in accordance with the WIPO Arbitration Rules. Alternatively, if, before the expiration of the said period of sixty (60) days, either party fails to participate or to continue to participate in the mediation, the dispute, controversy or claim shall, upon the filing of a Request for Arbitration by the other party, be referred to and finally determined by arbitration in accordance with the WIPO Arbitration Rules. The arbitral tribunal shall consist of one (1) arbitrator. The place of arbitration shall be Zagreb, Croatia. The language to be used in the arbitral proceedings shall be English
Nothing in this XDSLA shall affect the right of Xylon to commence legal proceedings, preliminary relief measures/injunctions or otherwise sue you in any appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other papers upon you in any manner authorized by the laws of any such jurisdiction.
13. General
You may not assign this License/XDSLA or transfer any of the rights or obligations under this XDSLA without the prior written consent of Xylon. This XDSLA shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties. No waiver will be implied from conduct or failure to enforce rights, nor be effective, unless in writing signed on behalf of the party against whom the waiver is asserted. Any part of this XDSLA found to be unenforceable shall be enforced to the maximum extent permitted by law and the remainder of this XDSLA will remain in full force. This XDSLA (including the Registration Pages and contains the entire agreement between the parties relating to its subject matter and supersedes all prior representations, discussions and agreements. To the extent that the terms and conditions of any Xylon policies for support services conflict with the terms of this XDSLA, the terms of this XDSLA shall prevail.