ViaDesigner 2012.2.1

EULA - End User License Agreement

End User License Agreement
Triad Semiconductor ViaDesigner

Thank you for licensing the Triad Semiconductor ViaDesigner software (which is more precisely described below). Please read this End User License Agreement ("EULA") carefully and be sure you understand its contents. This EULA is a legal agreement between the undersigned person licensing the Software ("Licensee") and Triad Semiconductor, Inc. (“Triad”) a Florida corporation. This EULA establishes the terms under which Triad licenses the Software to Licensee. Licensee must review and accept the terms of this EULA before installing or using the Software.

The Software is designed to be used with Mentor Graphics Corporation's System Vision 650 software program. Licensee must enter into a separate agreement with Mentor Graphics Corporation permitting it to use the System Vision 650. That agreement, rather than this EULA, will govern Licensee's use of System Vision 650.

Definitions:

“Software” means Triad Semiconductor's ViaDesigner software in unmodified object code format, along with supplied libraries and utilities and related documentation and, if Licensee is obtaining an update, any pre-existing Software and data provided within earlier ViaDesigner releases. The term “Software” expressly does not include System Vision 650.

“Designated Users” means the employees of the Licensee who need to use the Software .

“Designated Equipment” means: (i) for Node Locked License(s), the individual computer on which the Software is first installed; and (ii) for Floating Licenses(s), computers in Licensee facilities located within an 800 meter radius of the computer server on which the license manager is first installed.

Grant of License:

Triad grants Licensee a nontransferable, nonexclusive license to install and use the Software solely in machine-readable, object code form by Designated Users on Designated Equipment, up to the number of nodes for which Licensee has a license and for which it has the security key(s) or authorization code(s) provided by Triad or its agents. Licensee may have Software temporarily used by employees at locations other than the site of the Designated Equipment where use is incidental to telecommuting, such as the employee's residence, an airport or hotel, provided that such employee's primary place of employment is the site where the Software is authorized for use. In addition, Triad grants Licensee a non-exclusive license to copy and distribute internally to Designated Users the documentation portion of the Software in support of its license to use the program portion of the Software.

Evaluation License:

If the License granted hereunder is an evaluation license, then the following additional terms, conditions, and restrictions apply: (a) the license to the Software terminates after 30 days (unless otherwise agreed to in writing by Triad); and (b) Licensee may use the Software for the sole purpose of tests and other evaluation to determine whether Licensee wishes to license the Software on a commercial basis. Licensee shall not use the Software to design any integrated circuits for production or pre-production purposes or any other commercial use including, but not limited to, for the benefit of its customers. If Licensee breaches any of the foregoing restrictions, Licensee shall pay to Triad a license fee equal to Triad's standard license fee for the commercial version of the Software.

Copy Restrictions:

The Software is protected by United States copyright laws and international treaty provisions and copying not in accordance with this EULA is forbidden. Licensee may copy the Software only as follows: (i) to directly support authorized use under the license and (ii) in order to make a copy of the Software for backup purposes. Copies must include all copyright and trademark notices.

Use Restrictions:

The Software is licensed for internal use only. The Software is a toolkit licensed for use by Triad customers only to specify and implement Triad Semiconductor Via-Configurable Array IP into the schematic capture portion of System Vision for the purpose of specifying/designing integrated circuits to be produced by Triad. Any other use is not permitted under this EULA. Licensee shall not (and shall not allow any third party to): (i) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Software by any means whatever, or disclose any of the foregoing; (ii) provide, rent, lease or lend the Software or use the Software to provide a software-based service; (iii) modify, incorporate into or with other software, or create a derivative work of any part of the Software; (iv) disclose the results of any benchmarking of the Software, or use such results for its own competing Software development activities, without the prior written permission of Triad; (v) attempt to circumvent any user limits, maximum gate count limits, CPU time, host I.D., or other license, timing or use restrictions that are built into the Software or license mechanism, or (vi) use the Software to design any integrated circuit for production by a party other than Triad or its affiliates.
Use Warnings:

Do not install ViaDesigner on a computer that has any of the following Mentor Graphics software installed: SystemVision, PADS, Expedition or DxDesigner. The ViaDesigner software must be run on a computer that does not contain any software that utilizes Mentor Graphics viewdraw.ini files.

The warranty will not apply to or be valid if:
· ViaDesigner software is installed on a computer that already has software installed that uses DxDesigner schematic capture or the viewdraw.ini file.
· After the ViaDesginer software is installed on a computer, the user later installs software on the same computer that uses DxDesigner schematic capture or the viewdraw.ini file.

Transfer Restrictions:

Licensee may not sublicense, assign or otherwise transfer this EULA or any interest in the Software without prior written permission of Triad.

Ownership of the Software:

Triad retains all right, title, and interest in the Software (including all copies), and reserves all rights not expressly granted to Licensee. This license is not a sale of the original Software or of any copy.

Invoicing:

Unless otherwise agreed in writing, Licensee shall pay Triad the license fees and applicable taxes in full for all Software, documentation, maintenance, accessories and services within thirty (30) days of the invoice date.

Protection of Confidential Information:

"Confidential Information" means (i) the source code of the Software, and any included trade secrets; (ii) either party's product plans, designs, costs, prices, and these contract terms (except as may be specified for press release or other promotional purposes); non-published financial information; marketing plans; business opportunities; personnel; research; development or know-how; and (iii) any information designated by the disclosing party as confidential in writing or, if disclosed orally, designated as confidential at the time of disclosure and reduced to writing and given to the receiving party and designated as confidential in writing within 30 days; provided, however that "Confidential Information" will not include information that: (a) is or becomes generally known or available by publication, commercial use or otherwise through no fault of the receiving party; (b) is known and has been reduced to tangible form by the receiving party at the time of disclosure and is not subject to restriction; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; (d) is lawfully obtained from a third party who has the right to make such disclosure; or (e) is released for publication by the disclosing party in writing.

Each party will protect the other's Confidential Information from unauthorized dissemination and use with the same degree of care that each such party uses to protect its own like information. Neither party will use the other's Confidential Information for purposes other than those necessary to directly further the purposes of this EULA. Neither party will disclose to third parties the other's Confidential Information without the prior written consent of the other party. To the extent protection of Confidential Information is addressed by prior agreement between Licensee and Triad or one of its affiliates, the other agreement shall control the parties' respective obligations with respect to Confidential Information.

Termination:

This EULA and the term of the license granted hereunder shall terminate one (1) year from the date Licensee accepts its terms, unless the license is an evaluation license, in which case this EULA and the term of such license shall terminate thirty (30) days from the date Licensee accepts its terms. Triad may terminate this agreement in the event of Licensee's failure to pay Triad amounts due, or any other breach or default by Licensee. Upon termination, Licensee shall have no further rights to use the Software and shall cease using the Software and return or destroy all copies (and partial copies) of the Software and documentation.

Export:

Licensee shall not allow the Software to be sent or used in any country except in compliance with applicable U. S. laws and regulations.

Limited Warranty and Disclaimer:

Except with respect to evaluation Software, Triad warrants that the program portion of the Software will perform substantially in accordance with the accompanying documentation for a period of ninety (90) days from the date of receipt. Triad's entire liability and Licensee's exclusive remedy for a breach of the preceding limited warranties shall be, at Triad's option, either (a) return of the license fee, or (b) providing a fix, patch, work-around, or replacement of the Software that does not meet such limited warranty. In either case, Licensee must return the Software to Triad with a copy of the purchase receipt or similar document. Replacements are warranted for the remainder of the original warranty period or 30 days, whichever is longer. EXCEPT AS EXPRESSLY SET FORTH ABOVE, NO OTHER WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, ARE MADE BY TRIAD WITH RESPECT TO THE SOFTWARE AND THE ACCOMPANYING DOCUMENTATION (STATUTORY OR OTHERWISE), AND TRIAD EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS NOT EXPRESSLY STATED HEREIN, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. TRIAD DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL DEFECTS IN THE PROGRAM WILL BE CORRECTED.

Limitation of Liability:

IN NO EVENT SHALL TRIAD OR ITS AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTIONS, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THESE TRIAD PRODUCTS, EVEN IF TRIAD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event will TRIAD be liable for damages in an amount more than the greater of any fees paid for the use of the Software or $50.

Intellectual Property Rights Infringement:

If a claim alleging infringement of an intellectual property right arises concerning the Software (including but not limited to patent, trade secret, copyright or trademark rights), Triad in its sole discretion may elect to defend or settle such claim. Triad in the event of such a claim may also in its sole discretion elect to terminate this EULA and all rights to use the Software, and require the return or destruction of the Software, with a refund of the fees paid for use of the Software less a reasonable allowance for use and shipping.

Miscellaneous:

If Licensee is a corporation, partnership or similar entity, then the license to the Software that is granted under this EULA is expressly conditioned upon acceptance by a person who is authorized to sign for and bind the entity. This EULA is the entire agreement between Licensee and Triad with respect to the license to the Software, and supersedes any previous oral or written communications or documents (including, if Licensee are obtaining an update, any agreement that may have been included with the initial version of the Software). This EULA is governed by the laws of the State of North Carolina. This EULA will not be governed by the U.N. Convention on Contracts for the International Sale of Goods and will not be governed by any statute based on or derived from the Uniform Computer Information Transactions Act (UCITA). If any provision of this EULA is found to be invalid or unenforceable, it will be enforced to the extent permissible and the remainder of this EULA will remain in full force and effect. Failure to prosecute a party's rights with respect to a default hereunder will not constitute a waiver of the right to enforce rights with respect to the same or any other breach.