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END USER LICENSE AGREEMENTCAREFULLY READ THIS END USER LICENSE AGREEMENT ("AGREEMENT"). BY CLICKING THE"ACCEPT" OR "AGREE" BUTTON, OR OTHERWISE ACCESSING, DOWNLOADING, INSTALLING OR
USING THE SOFTWARE, YOU AGREE ON BEHALF OF LICENSEE TO BE BOUND BY THISAGREEMENT.
IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THISAGREEMENT, DO NOT CLICK THE "ACCEPT" OR "AGREE" BUTTON OR ACCESS, DOWNLOAD,
INSTALL OR USE THE SOFTWARE; AND IF LICENSEE HAS ALREADY OBTAINED THE SOFTWAREFROM AN AUTHORIZED SOURCE, PROMPTLY RETURN IT FOR A REFUND.
1. Definitions"Authorization Codes" means any FLEXlm license key, license file, license manager, dongle or other key,code or information issued by (or on behalf of) Xilinx that is necessary to download, install, operate and/or
regulate User access to the applicable Software.
"Bitstream" means a machine-executable, binary form of a core used to program a Xilinx Device.
"Licensee" means the individual, corporation or other legal entity to which Xilinx has issued a Seat as
described herein.
"User" means a specific human being who is identified by Licensee as a person who is authorized to use
the applicable Software on behalf of Licensee. In cases where Licensee is an individual who has
obtained a Seat from Xilinx for his/her individual use, Licensee and User are one and the same.
"Seat" means the right granted by Xilinx to Licensee to have the Software used by one User inaccordance with the terms and conditions of this Agreement. Note: a "Seat" is either a node-locked Seator a floating Seat, which is set by the Authorization Codes.
"Software" means any one or more of the Xilinx design tools listed immediately below, to the extent that
Xilinx has issued to Licensee a Seat as described herein that enables use of such software tool(s), as
well as Updates (as defined below), but excluding any third-party files, programs or other materials
governed by a separate license as mentioned in Section 3(b) (Third-Party Licenses) below.
Vivado Design Suite: HL System Edition
Vivado Design Suite: HL Design Edition
Vivado Design Suite: WebPACK Edition
Vivado Design Suite: Lab Edition
System Generator for DSP
SDAccel Development Environment
SDSoC Development Environment
SDNet Development Environment
Software Development Kit (SDK)
Model Composer
XCLbin(s)Vitis"Update" means any updates, bug fixes, maintenance releases and the like, if any, to the Software that
Xilinx may, in its sole discretion, make generally available to all of its then-current licensees of the
Software during the Update Period (defined below).
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"Update Period" means, with respect to each Seat issued in connection with this Agreement, a period ofone (1) year from the first date of issuance to Licensee of the Authorization Codes for such Seat.
"Xilinx" means Xilinx, Inc., a Delaware corporation, with a place of business at 2100 Logic Drive, San
Jose, CA 95124.
"Xilinx Device" means a programmable logic device, including a field programmable gate array (FPGA)
device or complex programmable logic device (CPLD), manufactured and marketed by or for Xilinx.
2. Authorization Codes. Only the specific items of Software for which Xilinx has issued to Licensee theapplicable Authorization Codes are validly licensed under this Agreement. Licensee may contact Xilinx toobtain replacement Authorization Codes to supersede previously issued Authorization Codes asnecessary to facilitate Licensee's continued valid and authorized use of the applicable Software due tosuch matters as employee turnover, hard drive failures or the purchase of new computers. At the time ofobtaining replacement Authorization Codes, Licensee may be required to certify that the previously
issued Authorization Codes and the Software governed thereby have been permanently deleted or
destroyed. Licensee shall not alter, over-ride or disable the Authorization Codes, or seek or use
replacement Authorization Codes for purposes of exceeding the number of Seats purchased by
Licensee. Licensee shall maintain the Authorization Codes strictly confidential. Licensee shall be
responsible for any failure of its Users to comply with the terms and conditions of this Agreement.
3. License Grants.
(a) Xilinx Licenses. Subject to the terms and conditions of this Agreement, Xilinx hereby grants toLicensee the following personal, non-exclusive, non-transferable, non-sublicensable licenses (under
Xilinx' intellectual property rights as embodied in the applicable Software):(1) Node-Locked (per-User) Seat. If Xilinx has issued to Licensee a (FLEXlm) node-locked Seat,then Licensee may allow the Software to be (a) installed on and accessed from only the specificmachine(s) allowed by the applicable Authorization Codes, (b) used by only one User (at a time)for each one Seat for such Software that has been issued to Licensee by Xilinx, and (c) used forthe sole purposes of developing, synthesizing, testing and verifying designs only for Xilinx Devices.
(2) Floating (concurrent-User) Seat. If Xilinx has issued to Licensee a (FLEXlm) floating Seat, thenLicensee may allow the Software to be (a) installed on and accessed from any number ofmachines, (b) used by up to the number of concurrent Users that is equal to the number of Seatsfor such Software that have been issued to Licensee by Xilinx as determined by the applicable
Authorization Codes, and (c) used for the sole purposes of developing, synthesizing, testing andverifying designs only for Xilinx Devices.
(3) Distributable Components License.
A. Certain Definitions. "Distributable Component(s)" means those files supplied by Xilinx
that are contained within certain Software tools and that are identified by Xilinx in such toolor its associated documentation as either (a) an IP core (or a LogiCORE product), which isdesigned for use in programming functionality onto a Xilinx Device (hereafter a "Core"), (b) aprimitive, macro, example instantiation code, instantiation template, schematic or otherwritten or graphic instructions that are specifically designed for utilizing functionality that
Xilinx has permanently instantiated in a Xilinx Device (hereafter a "Design Element"), or (c)a software driver (or a device driver), which is designed for use in enabling a Xilinx Device
to interoperate with other independent software programs such as an operating system(hereafter a "Driver"). Distributable Components may be supplied by Xilinx in either (y)source code form, such as a Core or Design Element provided in VHDL or Verilog form or a
Driver provided in C language source form (hereafter "Modifiable Form"), or (z) a format
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other than source code, such as a Core or Design Element provided in netlist form or
encrypted netlist form or a Driver provided in complied object code form (hereafter"Restricted Form"). For purposes of clarity, a "Core" as used herein includes only a "Core"
provided by Xilinx in the Software tools listed above at no additional charge, and not any
fee-based LogiCORE products which are licensed separately under other agreements.
B. Modification Rights. For Distributable Components supplied by Xilinx in Modifiable Form,
Licensee may modify such Distributable Components, provided that such modifications arelimited to enabling such Distributable Components to, in the case of a Core or Design
Element, program only a Xilinx Device, and in the case of a Driver, enable only a Xilinx
Device to interoperate with other independent software programs such as an operating
system. Licensee shall have no right to modify a Distributable Component that is supplied
by Xilinx in a Restricted Form.
C. Distribution Rights. Licensee may distribute Distributable Components (including whenmodified per Section 3(a)(3)B (Modification Rights) above), provided that either (a) such
Distributable Components have been converted into a machine executable form, such as in
the case of a Core or Design Element, a Bitstream, and in the case of a Driver, in compiled
object code form; or (b) the recipient thereof has a valid license from Xilinx to use the same
Software. In all cases Distributable Components shall be distributed only for use to programa Xilinx Device.
(b) Third-Party Licenses. Certain files, programs or other materials distributed in connection with theSoftware may originate from third-party licensors and are licensed to Licensee (not under the terms andconditions of this Agreement, but rather) pursuant to the terms and conditions of the applicable licenses
that appear upon installation, acceptance and/or activation of the Software and/or are contained or
described in the corresponding release notes or other documentation or header or source files. Suchfiles, programs or other materials may be subject to the terms of the GNU General Public License or otheropen source or free software licenses. Licensee agrees to carefully review and abide by the terms andconditions of these licenses to the extent that they govern such files, programs or othermaterials. Notwithstanding the foregoing, as between Xilinx and Licensee, to the maximum extent
permitted by applicable law and if not prohibited by any such third-party licenses, all such third-party files,
programs or other materials shall be deemed covered under Sections 10 (Disclaimers) and 11 (Limitationof Liability) and 14(c) (Governing Law) of this Agreement.
4. Restrictions.
(a) Special Use Restrictions. No right is granted hereunder to use the Software or any Bitstream
generated by use of the Software to program or develop designs for non-Xilinx Devices; however,Licensee may port ASIC designs to Xilinx Devices for the purpose of prototyping andverification. Furthermore, the Hardware Manager tool contained within the Software may be used toprogram devices solely for prototype purposes, and Xilinx specifically disclaims any liability for results
obtained from use of the Hardware Manager tool to program devices for production purposes.
(b) General Restrictions. Except only to the extent otherwise expressly allowed under Section 3 (License
Grants) above (or under applicable laws notwithstanding these restrictions), Licensee is not licensed to,
and agrees not to: (i) decompile, translate, reverse-engineer, disassemble, or otherwise reduce to humanreadable form the Software or the data files generated by the Software; (ii) transmit the Software ordisplay the object code of the Software on any computer screen, or make any hard-copy memory dumpsof the object code; (iii) publish or disclose the results of any benchmarking of the Software, or use such
results for any other software development activities; (iv) make any copies of the Software, except tomake one (1) copy of the Software in machine-readable form solely for backup purposes; (v) modify or
prepare derivative works of the Software, in whole or in part; (vi) hypothecate, rent, lease, loan, lend,time-share, sublicense, distribute or otherwise transfer the Software to any other individual, corporation or
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other legal entity; or (vii) remove, alter or obscure any product identification, ownership or intellectual
property rights notices on or in the Software.
5. Payment; Taxes.
(a) Payment. Xilinx may invoice Licensee for the license fee identified by Xilinx to Licensee in connection
with this Agreement. Licensee shall pay Xilinx' invoices in full thirty (30) days after the invoice date,
without any deduction, counterclaim or offset. Overdue amounts shall accrue interest at the rate of one
and one-half percent (1.5%) per month, or at the highest legal interest rate, if less. Notwithstanding theforegoing, Xilinx may require pre-payment or other security, depending on Xilinx' credit review orLicensee's payment history or changes in financial condition. If Licensee's procedures require that an
invoice be submitted against a purchase order before payment can be made, Licensee will be responsiblefor issuing such purchase order thirty (30) days before the payment due date. In cases where license
fees have been pre-paid under a Xilinx Productivity Advantage (XPA) or similar arrangement, theoutstanding budget available to Licensee will be reduced by the amount of the license fee.
(b) Transfer Taxes. The amounts payable to Xilinx pursuant to this Agreement are exclusive of any sales
or use or other taxes or governmental charges. Licensee shall be responsible for payment of all suchtaxes or charges, except for any taxes based solely on Xilinx's net income. If applicable, Licensee will
provide Xilinx with valid certification of any exemption from tax or reduced rate of tax imposed by any
applicable taxing authority at the time of order.
(c) Withholding Taxes. If Licensee is required by applicable law to apply withholding taxes, Licensee
shall provide Xilinx with advance notification of the requirement to apply such taxes and shall take all
allowable actions requested by Xilinx that will reduce the withholding tax liability regarding transactions
under this Agreement, including, but not limited to, applying on its own or on Xilinx' behalf for reduced
withholding rates, concessionary tax rates or other favorable tax treatment. Licensee shall comply withapplicable tax laws and regulations at its sole expense. Licensee will assist Xilinx' efforts to obtainallowable tax credits or deductions for withholding taxes by providing to Xilinx, in a form acceptable toLicensee, original or certified copies of tax payments receipts or other evidence of payment of taxes
withheld by Licensee regarding payments made under this Agreement.
6. Ownership. Licensee acknowledges and agrees that all intellectual property and industrial rights inand to the Software and all copies thereof are and will remain the sole property of Xilinx (or its licensors,
as applicable). Nothing contained in this Agreement will be construed as conferring by implication,
estoppel or otherwise upon Licensee any license or other right except the licenses and rights expressly
granted to Licensee in Section 3 (License Grants). The Software is protected by laws and international
treaty provisions covering intellectual property rights. With respect to any files, programs or othermaterials distributed in connection with the Software that have been licensed to Xilinx from third parties
and which are not governed by a separate license as mentioned in Section 3(b) (Third-Party Licenses)
above, such third parties are intended third-party beneficiaries of the terms of this Agreement.
7. Confidentiality. Except as otherwise expressly permitted in Section 3 (License Grants), Licensee shall(a) maintain the confidentiality of the Software as the proprietary trade secrets of Xilinx (or its licensors, asapplicable); and (b) not make the Software available in any form to any person other than to its Users
who have a genuine "need to know" for purposes authorized by this Agreement, and who are bound by
obligations of confidentiality no less protective of Xilinx (or its licensors, as applicable) than thosecontained herein. Licensee represents to Xilinx that it maintains a system of confidentiality consistent
with commonly accepted practices to protect its own confidential business information, including writtenagreements with its Users, and that the Software will be protected by such a system to the same extent,
but in no event with less than reasonable care. Licensee agrees that a breach of this Agreement may
result in irreparable and continuing damage to Xilinx for which there may be no adequate remedy at law,and Xilinx shall be entitled to seek injunctive relief and/or a decree for specific performance, and suchother relief (including monetary damages) as may be proper.
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8. Updates; Support. Any Updates that are provided to Licensee shall be deemed and treated the sameas the "Software" under this Agreement for which such Update applies. Also, any support (whether
provided via the Xilinx technical support website or otherwise) for the Software provided to Licensee shallbe governed by the terms and conditions of this Agreement.
9. Limited Warranty and Sole Remedy. Xilinx warrants that, for a period of ninety (90) days from thefirst date of issuance to Licensee of the Authorization Codes for a Seat (the "Warranty Period"), any
media on which the Software may be furnished will, under normal use, be free from defects in material
and workmanship. If Licensee reports in writing to Xilinx a breach of the foregoing warranty during theWarranty Period, Xilinx, at its option, after return of the defective software media, will either replace suchmedia or refund the applicable license fee received by Xilinx and terminate this Agreement. The
foregoing describes the sole liability of Xilinx and the exclusive remedy of Licensee with respect to any
breach of the foregoing limited warranty.
10. DISCLAIMERS.
(A) EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN SECTION 9 ABOVE, THE
SOFTWARE (INCLUDING SUPPORT, IF ANY) IS PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY
KIND. XILINX AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS,EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS,
AND FITNESS FOR A PARTICULAR PURPOSE. XILINX DOES NOT WARRANT THAT THE
FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, OR THAT
THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT
THE DEFECTS IN THE SOFTWARE WILL BE CORRECTED. FURTHERMORE, XILINX DOES NOTWARRANT OR MAKE ANY REPRESENTATIONS REGARDING USE OR THE RESULTS OF THE USE
OF THE SOFTWARE (INCLUDING SUPPORT, IF ANY) IN TERMS OF CORRECTNESS, ACCURACY,RELIABILITY, OR OTHERWISE.
(B) LICENSEE ACKNOWLEDGES THAT USE OF THE SOFTWARE IN COMBINATION WITH OTHER
FUNCTIONALITY, SOFTWARE OR PROTOCOLS MAY REQUIRE LICENSES FROM THIRD PARTIESAND LICENSEE ACCEPTS SOLE RESPONSIBILITY FOR OBTAINING SUCH LICENSES.
(C) THE SOFTWARE IS NOT DESIGNED OR INTENDED TO BE FAIL-SAFE, OR FOR USE IN
CONNECTION WITH ANY APPLICATION REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN
LIFE-SUPPORT OR SAFETY DEVICES OR SYSTEMS, CLASS III MEDICAL DEVICES, NUCLEAR
FACILITIES, APPLICATIONS RELATED TO THE DEPLOYMENT OF AIRBAGS, OR ANY OTHERAPPLICATIONS THAT COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PROPERTY OR
ENVIRONMENTAL DAMAGE (INDIVIDUALLY AND COLLECTIVELY, "CRITICALAPPLICATIONS"). FURTHERMORE, THE SOFTWARE IS NOT DESIGNED OR INTENDED FOR USE
IN CONNECTION WITH ANY APPLICATIONS THAT AFFECT CONTROL OF A VEHICLE OR
AIRCRAFT, UNLESS THERE IS A FAIL-SAFE OR REDUNDANCY FEATURE (WHICH DOES NOTINCLUDE USE OF SOFTWARE IN THE XILINX DEVICE TO IMPLEMENT THE REDUNDANCY) AND A
WARNING SIGNAL UPON FAILURE TO THE OPERATOR. LICENSEE AGREES, PRIOR TO USING
OR DISTRIBUTING ANY SYSTEMS THAT WERE DEVELOPED BY USE OF THE SOFTWARE OR
THAT INCORPORATE ANY PORTION OF THE SOFTWARE, TO THOROUGHLY TEST THE SAMEFOR SAFETY PURPOSES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
LICENSEE ASSUMES THE SOLE RISK AND LIABILITY OF ANY CRITICAL APPLICATIONS.
11. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (1)
IN NO EVENT SHALL XILINX OR ITS LICENSORS BE LIABLE FOR ANY LOSS OF DATA, LOSTPROFITS, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY
SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING UNDER, RELATED
TO, OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR OPERATION OF THE
SOFTWARE, IN WHOLE OR IN PART, HOWEVER CAUSED AND UNDER ANY THEORY OF
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LIABILITY; (2) IN NO EVENT SHALL XILINX' OR ITS LICENSORS' ENTIRE LIABILITY ARISINGUNDER, RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT, EXCEED THE AMOUNT OF
LICENSE AND SUPPORT FEES RECEIVED BY XILINX FROM LICENSEE FOR THE APPLICABLE
SOFTWARE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISETO SUCH LIABILITY; (3) THESE LIMITATIONS AND EXCLUSIONS SHALL APPLY EVEN IF SUCHLOSS WAS REASONABLY FORESEEABLE OR IF XILINX HAS BEEN ADVISED OF THE POSSIBILITYOF SUCH DAMAGES; AND (4) THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE
FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES HEREIN.
12. Termination. This Agreement shall be effective until terminated as follows. If the Software licensed
hereunder is only for trial or evaluation purposes (as set by the Authorization Codes), then (a) thisAgreement and all rights hereunder shall automatically terminate on a date determined by the
Authorization Codes (typically 30 or 60 or 90 days) or earlier upon notice by Xilinx, and (b) certain
features and functions of the Software may be disabled by Xilinx during the trial/evaluation
period. Licensee may terminate this Agreement at any time by destroying the Software and all copies
thereof. This Agreement will terminate immediately without notice from Xilinx if Licensee fails to comply
with any of the terms and conditions herein. Upon termination of this Agreement for any reason,
Licensee must destroy the Software and all copies thereof. The following provisions of this Agreement
survive its termination: 1 (Definitions) and all defined terms, 2 (Authorization Codes), 3b (Third-Party
Licenses) to the extent not separately terminated according to the terms of such licenses, 4 (Restrictions),
5 (Payment; Taxes) for all unpaid amounts, 6 (Ownership), 7 (Confidentiality), 10 (Disclaimers), 11(Limitation of Liability), 12 (Termination), 13 (WebTalk Notice, Consent and Opt-Out) and 14 (General).
13. WebTalk Notice, Consent and Opt-Out.
(a) Collection and Transmission of Data. "WebTalk" is a feature of the Software that electronicallytransmits to Xilinx various data relating to Licensee's use of the Software. WebTalk does not transmit theactual logic designs or Bitstreams processed via the Software. The types of data that WebTalk willtransmit to Xilinx include: (i) constraint data (e.g., location assignments, clock and timing requirement andassignments, any constraints set via the Software graphical user interface), (ii) device data (e.g., targeted
device and family), (iii) compilation data (e.g., device, memory and I/O utilization, time of compilation), (iv)
design data (e.g., the number of each type of file used, intellectual property cores/LogiCORE IP cores
logic functions used, and intellectual property parameterization), (v) Software data (e.g., synthesis,
simulation and timing analysis tools used, and version and build of the Software), (vi) platform data (e.g.,
operating system, speed and number of processors and main memory), (vii) Authorization Codes data,(viii) Software errors log data (e.g., previous exit status), and (ix) help access data. Xilinx may correlate
the data collected by WebTalk (primarily via the Authorization Codes data) to determine the identity of theLicensee and the User. WebTalk functions by bundling the collected data resulting from your use of the
Software and writing it to html and/or xml files which are electronically transmitted over the internet to
Xilinx by https (hypertext transfer protocol secure) post. WebTalk collects and maintains the lastusage_statistics_webtalk file that was meant for transmission for a given design. Every new recompilation of that given design will overwrite the previous file. If the https post transmission fails, or aninternet connection is not available at the time of attempted transmission, the data is stored as an html
and/or xml file. Once an internet connection is achieved by Licensee, the https post transmission willagain be attempted upon re-compilation. The operation of WebTalk will not materially affect theperformance of the Software.
(b) Use, Protection and Disclosure of Data. Xilinx uses the data received via WebTalk so that Xilinx
can continuously improve the Software and other products, technologies and services that Xilinx offers to
its customers, and also for sales and marketing email communications (for example, for selective
announcement of new Xilinx products and services, distribution of marketing data, etc.). Xilinx uses
reasonable efforts to maintain the privacy of the data during transmission (as discussed above) and after
receipt by Xilinx via "firewalls" and other commonly available physical and technical security
measures. However, due to technological limitations, the transmission of data through various internet
service providers not under contract with Xilinx, and the risk of unlawful interceptions and accessing of
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transmissions and/or data, Xilinx cannot completely assure Licensee or Users, and Licensee and Users
should not expect, that the data will be absolutely protected or confidential. If you attempt to tamper withor modify the Software in any way (other than as expressly authorized by Xilinx in this Agreement), Xilinx
disclaims all responsibility for the operation of WebTalk and for the collection, transmission and protectionof data as described herein. Xilinx may disclose data received via WebTalk to its corporate subsidiaries
and to its authorized distributors and sales representatives (collectively, "Sales Partners"), which
disclosures may be in a form that may be correlated to personally identify Licensee and Users, for theiruse of such data in the same manner as Xilinx might use such data. Except for disclosures to its Sales
Partners, the data received by Xilinx via WebTalk will not be intentionally disclosed by Xilinx to any third
parties in a form that is knowingly capable of being correlated to personally identify Licensee and its
Users; however, Xilinx may share this data in an aggregate form that does not knowingly identify
Licensee and its Users with its business affiliates including without limitation electronic design automation(EDA) companies with whom Xilinx has a commercial relationship including, but not limited to, Synopsys,
Mentor Graphics, and Cadence. Xilinx also seeks to require Sales Partners and business affiliates toexercise reasonable efforts to maintain the confidentiality of the data disclosed to them. In addition todisclosures to Sales Partners, Xilinx may disclose personally identifiable data (collected by WebTalk andcorrelated to Licensee and Users), with or without prior notice, when Xilinx believes that the law requires
it, in response to subpoenas or at the demand of governmental agencies, to protect its systems orbusiness, or to respond to an emergency. Further, Xilinx reserves the right to transfer any and all datacollected by WebTalk from Licensee and Users to a third party in the event that Xilinx sells or transfers
substantially all of its assets related to the Software to such third party.
(c) Enable/Disable. Please note that WebTalk will collect and transmit certain data that may contain(or be correlated to reveal, primarily via the Authorization Codes data) personally identifiable
information. By agreeing to this Agreement, you hereby give your consent (on behalf of Licensee andUsers) for Xilinx to use and disclose this information anywhere in the world for the purposes and as
described in this Agreement. Licensee or its Users may disable/enable WebTalk during installation or byediting the user preferences in the WebTalk options. Please note that WebTalk data transmission is
mandatory for WebPACK Edition (which is made available by Xilinx at no charge), and WebTalk makes
decisions on data transmission based on the Authorization Codes used for design compilation; the only
exception to this mandatory transmission is if the software is used on a machine that is not connected tothe internet. If you obtained WebPACK Edition (which is made available by Xilinx at no charge) anddesire to have the ability to disable WebTalk, you may purchase a license to System Edition or Design
Edition and not use WebPACK Edition. Versions of the Software for which Xilinx is paid a license fee,and SDK, contain the capability for disabling WebTalk as described herein.
14. General.
(a) Governmental Use. The Software is comprised of commercial computer software developed
exclusively at the expense of Xilinx. Accordingly, pursuant to the Federal Acquisition Regulations (FAR)
Section 12.212 and Defense FAR Supplement (DFARS) Section 227.7202, use, duplication anddisclosure of the Software by or for the U.S. government is subject to the restrictions set forth in thisAgreement. Manufacturer is Xilinx, Inc., 2100 Logic Drive, San Jose, CA 95124.
(b) Export Compliance. Licensee shall adhere to all applicable import and export laws and regulations ofLicensee's country and of the United States, without limitation. This Agreement may involve items andinformation that are subject to the International Traffic in Arms Regulations (ITAR) of the U.S. Departmentof State or Export Administration Regulations (EAR) of the U.S. Department of Commerce, Bureau ofIndustry and Security. The importer/exporter of record shall not export, reexport, resell, transfer, ordisclose, directly or indirectly, any products or technical data, to any proscribed person, entity, or country,
or foreign persons thereof, unless properly authorized by the U.S. government and/or any otherapplicable or relevant government or regulatory body.
(c) Governing Law. This Agreement shall be governed by the laws of the State of California, without
reference to conflict of laws principles.
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(d) Assignment. Licensee shall not assign this Agreement or transfer any of the rights or obligations
under this Agreement, in whole or in part, by operation of law or otherwise, without Xilinx' prior writtenconsent. Any merger, acquisition, reorganization, change of control, or the like, involving Licensee shallbe deemed an assignment in violation of the foregoing. Subject to the foregoing, this Agreement will be
for the benefit of Xilinx and its successors and assigns, and will be binding on Licensee's permitted
assignees.
(e) Allocation of Risk. Licensee acknowledges and agrees that each provision of this Agreement thatprovides for a disclaimer of warranties or an exclusion or limitation of damages represents an express
allocation of risk, and is part of the consideration of this Agreement.
(f) Waiver; Amendment. No waiver, express or implied, by either party of any right or remedy for any
breach by the other party of any provision of this Agreement will be deemed or construed to be a waiverof any succeeding breach of such provision or as a waiver of the provision itself or of any other breach orprovision. No waiver of or amendment to this Agreement will be effective unless reduced to writing andexecuted by authorized representatives of the parties.
(g) Severability. If, for any reason, a court of competent jurisdiction finds any provision of this Agreement,or portion thereof, to be invalid, illegal or unenforceable, then such provision shall be enforced to the
maximum extent permissible to carry out the intent of the parties, otherwise stricken, and the remainder ofthis Agreement shall continue in full force and effect.
(h) Notices. Any notices required or permitted by this Agreement shall be in writing and shall be delivered
as follows, with notice deemed given as indicated: (i) by personal delivery, when delivered personally; (ii)by overnight courier, upon written verification of receipt; (iii) by facsimile transmission, upon
acknowledgment of receipt of electronic transmission, provided that notice is also provided by one of theother methods herein within five (5) days thereafter; or (iv) by certified or registered mail, return receipt
requested, upon verification of receipt. Notice shall be sent to the addresses provided by each party tothe other in connection with this Agreement, or to such other address as either party may specify inwriting. Notices to Xilinx shall be addressed to the attention of: Xilinx, Inc., Attn: General Counsel, Legal
Department, 2100 Logic Drive, San Jose, CA 95124.
(i) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect
to the Software, and supersedes all prior or contemporaneous discussions, understandings or
agreements, written or oral, regarding the subject matter hereof. No additional terms or modifications
proposed by Licensee shall be binding on Xilinx unless expressly agreed to in writing and signed by
Xilinx. All terms and conditions of any purchase order or other document issued by Licensee inconnection with this Agreement or the Software shall be void and of no force or effect to add to or modify
this Agreement.
(j) Interpretation. By clicking to "accept" or "agree" to this Agreement, Licensee acknowledges andagrees that it has read and understood this Agreement, has had an opportunity to discuss this Agreementwith its legal and other advisors, and agrees to be bound by the terms and conditions of thisAgreement. This Agreement shall be interpreted fairly in accordance with its terms and without any strict
construction in favor of or against either party.
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