PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING KNOWLENT SOFTWARE OR ANY ACCOMPANYING DOCUMENTATION (TOGETHER, THE “SOFTWARE”). THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) GOVERN YOUR USE OF THE SOFTWARE. Knowlent Corporation (“Knowlent”) will license the Software to Licensee (“Licensee”) only upon the condition that Licensee accepts all terms contained in this Agreement. By clicking on the “I accept” button below or by downloading, installing or using the Software, Licensee indicates understanding of this Agreement and accept all of its terms. 1. GRANT OF LICENSES. Subject to Licensee’s compliance with the terms and conditions of this Agreement, Knowlent grants Licensee a royalty-free, non-exclusive, worldwide and non-transferable free of charge license to install and use the executable form of Software solely for Licensee’s internal business of designing integrated circuits. Licensee may make copies of the Software for backup purposes provided that Licensee reproduce all copyright and other proprietary notices that are on the original copy of the Software. Knowlent and its licensors reserve all rights in the Software not expressly granted to Licensee in this Agreement. 2. RESTRICTIONS. Except for the rights granted in Section 1 above, Licensee will not: (a) modify, translate, reverse engineer, decompile, disassemble, create derivative works of the Software or copy the Software (except for the back-up copies of the Software); (b) rent, lend, transfer, distribute or grant any rights in the Software in any form to any person; or (c) remove any proprietary notices, labels or markings on the Software. 3. Free License. The Software is being provided to Licensee free of charge. Knowlent reserves the right to make any updates, upgrades, and new versions of the Software, or other products that incorporate the Software (collectively, “Future Products”) available for a fee, and Knowlent will have no obligation to provide Future Products to Licensee unless and until Licensee executes Knowlent’s standard fee-based software license agreement. Knowlent may withdraw the Software from free distribution at any time for any reason; however such withdrawal shall not in any way diminish the rights of copies of the Software legally downloaded prior to the date of withdrawal. 4. No Support. 4.1 No support. Technical support and maintenance are not provided to Licensee by Knowlent under this Agreement and Knowlent has no obligation pursuant to this Agreement or otherwise to provide such technical support or maintenance to Licensee. Licensee acknowledges and agrees that Knowlent will not be liable to Licensee or any third party for the failure to render any support or maintenance. 4.2 Technical Assistance. Subject to Section 4.1, Knowlent may, in its sole discretion and from time to time, provide technical assistance to Licensee such as responding to questions. In addition, Knowlent may, in its sole discretion, make error corrections, bug fixes or updates available to Licensee (i.e., via the support section of Knowlent’s website (http://www.Knowlent.com). If so provided and used by Licensee, they shall be treated as Software under this Agreement, and Licensee’s use shall be subject to the terms of this Agreement. Knowlent has no obligation to provide any of the foregoing and Knowlent will not be held liable to Licensee or any third party for any such provision. 4.3 Fee-Based Support. Knowlent makes fee-based support and maintenance generally available. Knowlent has no obligation to provide such support or maintenance to Licensee unless and until Licensee executes Knowlent’s separate standard support and maintenance agreement. 4.4 Feedback. In consideration of the royalty-free licenses granted hereunder, Licensee agrees that Knowlent may request feedback regarding the Software from Licensee that Knowlent may use without restriction. 5. OWNERSHIP. The Software is and will remain the sole and exclusive property of Knowlent, including all intellectual property rights therein, even when integrated with any other products. The Software is protected by United States copyright law and international treaties. Licensee will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on the Software as delivered to you. 6. TERM AND TERMINATION. 6.1 Term. The term of this Agreement shall commence upon the earlier of Licensee's downloading, installing or using the Software and will continue unless terminated as set forth in Section 6.2 below. 6.2 Termination. Each download has an associated software license key valid for a maximum of 30 days. This agreement will terminate with the software license. This Agreement and the licenses granted can also terminate: (i) automatically and immediately if Licensee fails to comply with Section 2 of this Agreement; (ii) Automatically if Licensee fails to comply with the terms of this Agreement (other than Section 2) and fails to cure such breach immediately upon receipt of written notice of the breach sent to Licensee’s address (including email) set forth in the registration form; (iii) immediately if the Software becomes the subject of a claim of infringement; or (iv) at Knowlent's discretion upon any action initiated by Licensee alleging that use or distribution by Knowlent or any other licensee of the Software under this Agreement, infringes a patent or copyright owned or controlled by Licensee. Upon termination of this Agreement Licensee shall cease all use of the Software and promptly return or certify destruction of all full and partial copies of the Software. 7. INDEMNIFICATION. Licensee will, at its expense, indemnify and hold Knowlent and its licensors harmless from and against all costs, losses, liabilities and expenses arising out of or related to Licensee's use of the Software, including but not limited to infringement or misappropriation of third party Intellectual Property Rights (other than infringement of Intellectual Property Rights by the Software when used in accordance with this Agreement). 8. WARRANTY & DISCLAIMER. The Software is provided “AS IS”, without warranty of any kind. KNOWLENT EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM KNOWLENT OR ELSEWHERE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. Some jurisdictions do not allow limitations on how long an implied warranty last, so the above limitation may not apply to you. All warranties implied by statute are limited to ten (10) days. 9. LIMITATION OF LIABILITY. KNOWLENT’S TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO AND WILL NOT EXCEED $100. IN NO EVENT WILL KNOWLENT BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT KNOWLENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. 10. COMPLIANCE WITH LAW. You agree that you do not intend to, and will not directly or indirectly export or re-export: (a) any Software or related documentation or technical data; or (b) any product (or any part thereof), process or service that is the direct product of any Software, to any country, person, entity or end user without the appropriate United States and foreign government export licenses. 11. GENERAL. This Agreement will be governed in accordance with the laws of the State of California without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods will not apply. Any action arising out of any dispute between any of the parties to this Agreement shall be brought in either the Superior Court for the County of Santa Clara or the United States District Court for the Northern District of California, and each of the parties hereto hereby submits itself to the jurisdiction of such courts for purposes of any such action. You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without Knowlent’s prior written consent, and any attempt by you to do so, without such consent, will be void and of no effect. If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in full force. 12. CONTACT. If you have any questions regarding this Agreement, you may contact us at Knowlent Corporation 2255 Martin Avenue, Suite H, Santa Clara, CA 95050. By phone: +1.408.748.0600 or support@knowlent.com. IF YOU AGREE TO THE FOREGOING TERMS AND CONDITIONS AND DESIRE TO INSTALL AND USE THE SOFTWARE, PLEASE CLICK THE “ACCEPT” BUTTON BELOW. OTHERWISE, PLEASE CLICK THE “DECLINE” BUTTON AND THE INSTALLATION PROCESS WILL STOP.
