END USER SOFTWARE LICENSE AND MAINTENANCE AGREEMENT VERSION 2021.1 (AMERICAS AFRICA ISRAEL)IMPORTANT INFORMATION - READ CAREFULLYUNLESS YOU (THE “CUSTOMER”) HAVE OBTAINED PERMISSION TO USE THE LICENSED PRODUCT UNDER A SEPARATE, DULY
SIGNED LICENSE AGREEMENT OR AN EVALUATION LICENSE WITH SYNOPSYS OR AN AUTHORIZED DISTRIBUTOR, THE
ACCOMPANYING LICENSED PRODUCT IS PROVIDED UNDER THE FOLLOWING TERMS AND CONDITIONS AND ANY
SUPPLEMENTAL TERMS REFERENCED BELOW AND YOUR RIGHT TO USE THE LICENSED PRODUCT IS CONDITIONED UPON YOUR
ACCEPTANCE OF THIS AGREEMENT (THE “EULM”).
DEPENDING ON WHICH COUNTRY YOU TRANSACT BUSINESS WITH SYNOPSYS FROM, OTHER VERSIONS OF THIS EULM MAY BE
APPLICABLE. FOR PRODUCTS USED OR SERVICES PROVIDED IN A COUNTRY IN THE AMERICAS, ISRAEL OR AFRICA OR FOR
UNITED STATES DOLLAR TRANSACTIONS IN RUSSIA OR CHINA MAINLAND, THE MOST CURRENT VERSION IDENTIFIED FOR“AMERICAS AFRICA ISRAEL” SHALL APPLY. FOR PRODUCTS USED OR SERVICES PROVIDED IN TAIWAN, THE MOST CURRENTVERSION IDENTIFIED FOR “TAIWAN” SHALL APPLY. FOR PRODUCTS USED OR SERVICES PROVIDED IN JAPAN, THE MOST
CURRENT VERSION IDENTIFIED FOR “JAPAN” SHALL APPLY. FOR PRODUCTS USED OR SERVICES PROVIDED IN KOREA, THE MOST
CURRENT VERSION IDENTIFIED FOR “KOREA” SHALL APPLY. FOR PRODUCTS USED OR SERVICES PROVIDED IN CHINA
MAINLAND IN RENMINBI, THE MOST CURRENT VERSION IDENTIFIED AS “CHINA MAINLAND” SHALL APPLY. FOR PRODUCTS
USED OR SERVICES PROVIDED IN ANY COUNTRY OTHER THAN THOSE IDENTIFIED ABOVE, THE MOST CURRENT VERSIONIDENTIFIED FOR “GLOBAL SIL” SHALL APPLY. PLEASE REFER TO SECTION 8.14 BELOW FOR MORE INFORMATION.
IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS AND YOU DO NOT HAVE A SEPARATE LICENSE AGREEMENT AS
REFERENCED ABOVE, YOU MAY NOT USE OR COPY THE LICENSED PRODUCT AND YOU MUST DELETE ANY COPIES OF IT FROMYOUR SYSTEMS.
TERMS AND CONDITIONS
1. SCOPE AND KEY TERMS. The Licensed Product is the
proprietary information of Synopsys or its suppliers who
retain exclusive title to their intellectual property rights in the
Licensed Product. Customer’s rights to the Licensed Productare limited to those expressly granted below and Synopsys
reserves all rights not expressly granted in this Agreement.

Copyright © 2021 Synopsys, Inc.

1.1
Purchasing Agreements. The terms and conditionsin this End User Software License and MaintenanceAgreement and the Purchasing Agreement(s) accepted byboth Customer and Synopsys contain all terms and conditions
applicable to Customer’s use of the Licensed Product(collectively, the “Agreement”). A “Purchasing Agreement” isa document that references this Agreement and identifies the
specific Licensed Product and rights being licensed hereunder,
including the applicable License Type, quantity, license term,
Territory, Code Base, or other license constraint, and the feesand payment terms for the Licensed Product licenses (the“License Transaction”). An Affiliate of Customer may purchaselicenses to the Licensed Product by executing a Purchasing
Agreement referencing this Agreement provided that thisAgreement governs all such licenses and such Affiliatecomplies with all Customer obligations referenced in thisAgreement and the Purchasing Agreement. Customer agrees
that it shall be responsible for the acts and omissions of its
Affiliates with respect to any Licensed Product licensed under
an applicable Purchasing Agreement. Customer agrees that
Customer purchases under this Agreement and any
Purchasing Agreement incorporated herein by reference areneither contingent on the delivery of any future functionality

or features nor dependent on any oral or written publiccomments made by Synopsys regarding future functionality orfeatures.
1.2“Affiliate” of a party to this Agreement means
another person or entity that, directly or indirectly, controls,
is controlled by or is under common control with such party.
For the purposes of this definition, "control" means owning abeneficial interest (either directly or indirectly) in more than
50% of the outstanding shares or securities or otherownership interest entitled to vote for the election of
directors or similar managing authority. An entity shall bedeemed to be an Affiliate under this Agreement for only solong as such requisite conditions are maintained.
1.3“Authorized User” means a Customer’s, and its
Affiliate’s employees or authorized contractors: (a) whose
duties require access to or use of the Licensed Product orConfidential Information for the benefit of that party; and (b)whose legal obligations to protect confidential andproprietary information require protection of the Licensed
Product and Confidential Information to at least the same
extent as set out in this Agreement.
1.4“Code Base” means those portions of Party’s
software identified in an applicable Purchasing Agreement byreference to the name of the product, project or package.
1.5“Documentation” means the user documentation,in written, electronic or other format, which describes the
Licensed Product and its operation and which Synopsys makes

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End User Software License and Maintenance Agreement (eEULM) v2021.1 (Americas Africa Israel)generally available to its licensed customers for use with the
Licensed Product.

laws, as a result of the licenses granted by Synopsys to
Customer. Customer agrees to bear or reimburse Synopsys
for all such transaction taxes. Taxes and duties are based onwhere the Licensed Product is electronically delivered andwhere Services are delivered. Applicable sales tax will be
included on invoices for Licensed Products and / or Services.
Invoices for Licensed Products and / or Services are issued
upon Customer execution of the applicable Purchasing
Agreement.

1.6“License Type” means the usage rights purchased
under the applicable Purchasing Agreement. License Types
offered by Synopsys from time to time can be found at:https://www.synopsys.com/company/legal/softwareintegrity/license-types.html.

1.7“Licensed Product” means the specific products(including hosted products designated as “Subscription
Services” in the Purchasing Agreement) provided by Synopsys
and listed in a Purchasing Agreement and (a) all related
Documentation, and (b) all updates (including Licensed
Product Updates), modifications and maintenance services
provided to Customer. An overview of the product packages
included in the Licensed Product identified in the applicable
Purchase
Agreement
arepostedat:https://www.synopsys.com/software-integrity.html.

b.
If an amount payable hereunder is subject todeduction of any legally imposed income withholding tax,
then: (i) Customer may deduct and withhold from the total
amount due Synopsys an amount not exceeding the amountof withholding permitted under the domestic laws of theapplicable jurisdiction or any applicable income tax treaty; and(ii) Customer shall remit such withheld sums to the applicabletaxing authority on behalf of Synopsys. Customer shall obtain
official receipts issued by the appropriate taxing authority orother official documentation evidencing payment thereof andshall provide such documentation to Synopsys to establishthat any such withholding taxes had been paid within areasonable period of time, but in any event within sixty (60)days after the payment made to Synopsys from which suchwithholding tax payment was withheld. Customer shallprovide reasonable cooperation to Synopsys in obtaining tax
exemption for withholding tax under Customer’s local country
procedures and/or attempting to recover any taxes withheld
in excess of the amount required by law. Customer shall haveno recourse against Synopsys for withholding taxes, including,but not limited to, primary payment or reimbursement, unlessCustomer shall have deducted such withholding taxes paid tothe relevant authorities at the time of remittance andprovided Synopsys with such official documentation ofCustomer’s payment of such taxes to the applicable
authorities in accordance with this Section.

1.8“Licensed Product Updates” means features andfunctionalities of Licensed Products which may be updated
from time to time, including but not limited to updated
protocols for Defensics; updated checkers for Coverity;
updated definitions of, and metadata from open source andvulnerabilities related to Open Source Software for applicableBlack Duck labeled products; and updated vulnerability
definitions for Seeker.
1.9“Plug-In” means additional functionality or features
available to an end user through a standalone component
used in conjunction with a Licensed Product.
1.10“Territory” means the specific country(ies) or
geographical areas identified in the applicable Purchasing
Agreement to which Customer’s usage of the Licensed
Product is limited.
1.11“Hosting Services” shall have the meaning set forthin the Hosting Services Addendum.

2. 3
Conditions. The rights granted to Customer above
are conditional upon Customer’s compliance with thefollowing obligations:

2. LICENSE.
2. 1
License Grant. Subject to Customer’s compliancewith this Agreement, Synopsys grants Customer anonexclusive, non-transferable license, solely during thelicense term and in the Territory set out in the applicable
Purchasing Agreement, to (a) use and operate the Licensed
Product to the extent permitted by Customer’s payment ofapplicable fees, solely for the purpose of developing,analyzing, building or testing the Code Base, or other license
constraint identified in such Purchasing Agreement, and(b) copy the Licensed Product as reasonably necessary to
exercise the license rights granted in subsection (a), including
making a reasonable number of copies for backup and archival
purposes.
Copyright © 2021 Synopsys, Inc.

2. 2

a.
Customer will not copy Synopsys’ Licensed Products
or Documentation, in whole or in part, except as expressly
authorized in this Agreement.
b.
Customer will not transfer, assign, lease, lend or
rent Synopsys’ Licensed Products or Documentation, usethem to provide service bureau, time-sharing or otherservices, or otherwise provide or make the functionality
thereof available to third parties except as expressly
authorized in this Agreement.
c.
Customer will not disassemble, decompile, reverse
engineer, modify or create derivative works of the Licensed
Products or Documentation nor permit any third party to doso, except to the extent such restrictions are prohibited byapplicable mandatory local law.

Transaction Taxes; Withholding Taxes.

a.
Fees payable to Synopsys under this Agreement are
exclusive of any transaction taxes (including sales, use,
consumption, value-added and similar transaction basedtaxes) which may be imposed, in accordance with applicabled.
Customer will not allow access or use of theLicensed Products by, and will not display the Licensed
Products user interfaces to anyone other than the Authorized

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Users without Synopsys’s prior written consent.

for electronic download. Delivery of any tangible media will
be made F.O.B. point of shipment.

e.
Customer will not disclose to any third party any
comparison of the results of operation of the Licensed
Products with other products.

2.5. Offsite Contractors. Customer may allow Authorized
Users that are offsite contractors to access and use theLicensed Products solely for Customer’s benefit in accordancewith this Agreement provided that: (a) Customer is
responsible for the acts and omissions of its offsite contractors
with respect to any Licensed Product licensed under thisAgreement; (b) Customer ensures that the Licensed Products
are completely and irretrievably uninstalled from any offsite
contractor’s equipment and premises (except for thosemodules necessary to view results and other data generated
from using the Licensed Product) immediately uponcompletion of the offsite contractor’s services requiring use of
the Licensed Products; and (c) Customer has a writtenagreement in place with the offsite contractor requiring thatthe offsite contractor protect the Licensed Product,
Confidential Information and intellectual property at least to
the same extent as set forth in this Agreement. Customer
acknowledges that Synopsys has no warranty or otherobligations to Customer’s offsite contractors.

f.
Customer will not delete or in any manner alter the
copyright, trademark or other proprietary rights notices
appearing on the Licensed Product as delivered by Synopsys.
Customer will reproduce such notices on all copies Customer
is authorized to make of the Licensed Product.
g.
Customer’s use of the Licensed Product is timelimited to the licensed term set out in the applicable
Purchasing Agreement, and such use and access may bemonitored and regulated through a license management tool(the “License Manager”) and a Licensed Product Updates tool.
The License Manager will report such data (collectively,"License Manager Data”) to Synopsys. Customer will not
install or use the Licensed Product in a manner thatcircumvents or interferes with the operation of the LicenseManager, the Licensed Product Updates tool or any othertechnological measure that controls access to the Licensed
Product. Some configurations may require the LicenseManager or the Licensed Product Updates tool to be installed
only on designated servers. For those configurations,
Synopsys will support two changes to the designated servers
during any twelve-month period upon prior written notice.

2.6. Licensed Product Updates. Customers with licenses toLicensed Products are granted the right to use, as part of theLicensed Products, such Licensed Product Updates as andwhen they are made generally available to Synopsys’ end user
customers who have purchased such maintenance/support
offering and for such term as indicated in the applicable
Purchasing Agreement. This Agreement does not otherwise
permit Customer to obtain and use Licensed Product Updates.

h.
For telemetry data, Synopsys’ Use and Compliance
Data
Policyispostedat:https://www.synopsys.com/company/legal/softwareintegrity/use-compliance-data-policy.html.

Copyright © 2021 Synopsys, Inc.

2.4. Applicable Fees, Taxes and Delivery. All applicable fees
are owed upon the effective date of the Purchasing
Agreement, are non-refundable upon such date, and arepayable in accordance with the payment schedule set out in
the Purchasing Agreement. All past due amounts will incur
interest at a rate of 1.5% per month or the maximum rate
permitted by law, whichever is less. If Customer does not pay
an amount by the scheduled due date, Synopsys will have theright to withhold the delivery of the license keys and / or
terminate the Purchase Agreement and accelerate the due
date of all remaining payments. In the foregoing event,Customer will owe the entire outstanding balance as soon as
Customer receives written notice from Synopsys that payment
is overdue. Fees payable are net amounts, without deduction
for taxes or duties. Customer will pay taxes and duties(including but not limited to sales, use and withholding taxes)
associated with its purchases under the Purchasing
Agreement, except for Synopsys’ net income taxes. Taxes andduties are based on where the Licensed Products areelectronically delivered and where Services are delivered.
Applicable sales tax will be included on invoices for Licensed
Products and / or Services. Invoices for Licensed Products and/or Services are issued upon Customer’s execution of thePurchasing Agreement. Where practical, Synopsys will deliver
the Licensed Products electronically and delivery will bedeemed to occur upon the Licensed Products being available

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2.7. Special Terms for Third Party Software. The Licensed
Product may contain open source or community source
software (“Open Source Software”) provided under separate
license terms (the “Open Source License Terms”). The
applicable Open Source License Terms are identified in a
directory named “Licenses” provided with the delivery of theLicensed Product. Customer’s use of the Open Source
Software in conjunction with the Licensed Product in amanner consistent with the terms of this Agreement ispermitted, however, Customer may have broader rights under
the applicable Open Source License Terms and nothing in thisAgreement is intended to impose further restrictions on
Customer’s use of the Open Source Software. Open Source
Software is provided “AS-IS”, WITHOUT ANY WARRANTY OF
ANY KIND, AND SYNOPSYS FURTHER DISCLAIMS ALL OTHERWARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITHRESPECT TO OPEN SOURCE SOFTWARE, INCLUDING BUT NOT
LIMITEDTOTHEIMPLIEDWARRANTIESOFNONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A
PARTICULAR PURPOSE.
NEITHER SYNOPSYS NOR THE
LICENSORS OF OPEN SOURCE SOFTWARE SHALL HAVE ANY
LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL,EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDINGWITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSEDAND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT,STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR
OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OR
DISTRIBUTION OF THE OPEN SOURCE SOFTWARE, EVEN IF

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End User Software License and Maintenance Agreement (eEULM) v2021.1 (Americas Africa Israel)ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Copyrights
to Open Source Software are held by the copyright holders
indicated in the copyright notices in the corresponding source
files.

INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIESOF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESSFOR A PARTICULAR PURPOSE. SYNOPSYS AND ITS PARTNERS,SUPPLIERS AND DISTRIBUTORS DISCLAIM ALL LIABILITYUNDER THIS AGREEMENT WITH RESPECT TO ANY MODIFIED
PLUG-IN.

2.8. Feedback and Analytics. Customer may choose to, but is
not required to, provide suggestions, data, feedback andother information to Synopsys, its subcontractors or
authorized distributors regarding possible improvements inthe operation, functionality or use of Synopsys’ Licensed
Products (“Feedback”). Customer hereby grants to Synopsys,
its subcontractors and authorized distributors, a nonexclusive, perpetual, irrevocable, royalty-free and fully paid up
license to use, copy, display, modify, create derivative worksof and distribute any Feedback, and to make, have made, use,lease, sell, offer for sale, import, export or otherwise transfer
any Synopsys product offering covered by any intellectual
property rights in such Feedback solely for the purpose of (i)improving the operation, functionality or use of its existing
and future product offerings and commercializing suchofferings; and (ii) publishing aggregated statistics about
software quality, provided that no data in any such publication
can be used to specifically identify Customer or Customer's
software code.

3. CONFIDENTIALITY.
3.1. Confidential Information. “Confidential Information”
means: (a) each party’s software products, in byte code orsource code form; (b) any authorization keys and passwords
delivered in order to operate such products;(c) Documentation, product road maps and development
plans, and product pricing information; (d) any business,
technical or training information of a party that, if disclosed inwriting, is marked “confidential” or “proprietary” at the timeof disclosure, or, if disclosed orally, is identified as“confidential” or “proprietary” at the time of disclosure, andis summarized in a writing sent by the disclosing party to theother party within thirty (30) days of such disclosure or,without a marking requirement where the receiving party
knows or reasonably should understand the disclosure to be
confidential or trade secret information; and (e) Customer
specific terms and pricing set forth in any quotation,
Purchasing Agreement or this Agreement.

2.9. Keys and Access. Synopsys agrees to provide Customer
those authorization keys and/or passwords, which arenecessary to permit Customer to gain access to the Licensed
Product made available to Customer for the Licensed Productwhich has been properly licensed to Customer in accordancewith this Agreement. Notwithstanding anything to thecontrary in this Agreement, Customer hereby acknowledges
that Customer shall have no right or license to any software
made available to Customer which has not been properly
licensed to Customer pursuant to this Agreement or theapplicable Purchasing Agreement, or that has been included
therein solely as a matter of convenience, and that Customer
agrees not to attempt to gain access to, or permit any third
party to attempt to gain access to, such software.

Copyright © 2021 Synopsys, Inc.

2.10.
Plug-Ins. For Customers with valid licenses to the
Licensed Products, Customer is hereby granted the right touse, in conjunction with the Licensed Products, Plug-Ins madeavailable for use with the Licensed Products. No additional
Purchasing Agreements are required in connection with theuse of such Plug-Ins. Customer’s right to use such Plug-Ins isprovided under the terms of this Agreement, including thelicense grant set forth in Section 2.1 of this Agreement. Any
obligation of Synopsys under Sections 4.1 and 5.1 hereof, andits obligations to provide Maintenance Services regarding
Plug-Ins, shall apply only to the extent that such Plug-In has
been developed by Synopsys or implemented for Customer bySynopsys and shall not extend to any conditions arising from
Customer’s environment or changes made by any third party
programs that such Plug-In is used in conjunction with(“Modified Plug-Ins”).
ALL MODIFIED PLUG-INS AREPROVIDED AS-IS”, WITHOUT ANY WARRANTY OF ANY KIND.
SYNOPSYS AND ITS PARTNERS, SUPPLIERS AND DISTRIBUTORSDISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR
STATUTORY, WITH RESPECT TO SUCH MODIFIED PLUG-IN,

3.2. Exclusions. Confidential Information does not include
information that: (a) is or becomes generally known oravailable to the public through no act or omission of the party
receiving Confidential Information (“Receiving Party”); (b) isrightfully known by the Receiving Party prior to receiving suchinformation from the other party (“Disclosing Party”) andwithout restriction as to use or disclosure; (c) is independently
developed by the Receiving Party without use of the Disclosing
Party’s Confidential Information and without breach of thisAgreement; or (d) is rightfully received by the Receiving Party
from a third party without restriction on use or disclosure.
The existence of this Agreement and the nature of thebusiness relationship between the parties are not considered
Confidential Information.

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3.3. Use and Disclosure Restrictions. Receiving Party will not
use the Disclosing Party’s Confidential Information except asnecessary to exercise the rights granted under this Agreement
or to evaluate opportunities to license additional Licensed
Products pursuant to this Agreement, and will not disclosesuch Confidential Information to any person or entity except
to its Authorized Users. Without limiting the generality of theforegoing, Customer agrees that it will not post the Licensed
Product, the Documentation, or any screenshots of theLicensed Product or results generated by the Licensed
Product, on any network that is accessible by anyone otherthan the Authorized Users. The foregoing obligations will not
restrict either party from disclosing Confidential Informationof the other party: (a) pursuant to the order or requirement ofa court, administrative agency, or other governmental body,provided that the party required to make such a disclosure
gives reasonable notice to the other party to contest suchorder or requirement; and (b) on a confidential basis to its
legal or financial advisors that need to know in order to

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RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, SATISFACTORY QUALITY, ACCURACY ORCOMPLETENESS OF RESULTS, CONFORMANCE WITH
DESCRIPTION, AND NON-INFRINGEMENT. SYNOPSYS AND ITS
SUPPLIERS
SPECIFICALLYDISCLAIMALL
IMPLIEDWARRANTIES, CONDITIONS AND REPRESENTATIONS ARISINGOUT OF COURSE OF DEALING, USAGE OR TRADE.

provide business advice to such party. In addition, each party
may disclose the terms and conditions of this Agreement:(i) as required under applicable securities regulations; and(ii) on a confidential basis to present or future providers ofventure capital and potential private investors in or acquirersof such party.
3.4. Right of Equitable Relief. The parties acknowledge that
violations of the obligations of this Agreement may cause thenon-breaching party irreparable injury for which an adequate
remedy at law may not be available. Therefore, the nonbreaching party shall be entitled to seek all remedies that may
be available under equity, including immediate injunctive
relief, in addition to whatever remedies may be available atlaw.

5. INDEMNIFICATION.
5.1. Infringement Indemnity. Synopsys will defend or settle
any action brought against Customer by paying all costs,
damages and reasonable attorneys’ fees that are finallyawarded against Customer to the extent those amounts are
based upon a third party claim that the Licensed Product, as
provided by Synopsys to Customer under this Agreement andused in accordance with this Agreement, directly infringes any
U.S. patent, or copyright or misappropriates any U.S. trade
secret. However, Synopsys’ obligations under this Section 5
are subject to the following conditions: (a) Customer must
promptly notify Synopsys in writing of the action;(b) Customer grants Synopsys sole control of the defense andsettlement of the action; and (c) Customer must provide
Synopsys, at Synopsys’ expense, with all assistance,
information and authority reasonably requested for the
defense and settlement of the action. Synopsys will not be
responsible for any compromise made or expense incurred
without its consent. If use of any of the Licensed Product is,or in Synopsys’ reasonable opinion is likely to be, the subjectof an action specified in this Section 5.1, Synopsys may, at its
sole option and at no additional charge: (i) procure for
Customer the right to continue using such Licensed Product;(ii) replace or modify such Licensed Product so that it is noninfringing and substantially equivalent in function to theoriginal Licensed Product; or (iii) if options (i) and (ii) above are
not accomplished despite Synopsys’ reasonable efforts,
terminate Customer’s rights and Synopsys’ obligations
hereunder with respect to such Licensed Product and refund
the unamortized portion of the license fees paid for such
Licensed Product, based upon a straight-line depreciation
over the term of the license commencing as of the date
Customer received such Licensed Product.

4. WARRANTY.
4.1. Limited Licensed Product Warranty. Subject to theremainder of this Section 4, for a period of ninety (90) days
from earlier of the date that the Licensed Product is first madeavailable to Customer for download or Customer’s first receiptof the Licensed Product pursuant to an Purchasing
Agreement, Synopsys represents and warrants that, (a) the
media on which the Licensed Product is delivered will be freeof defects in material and workmanship, (b) the Licensed
Product will substantially conform to the functional
specifications set forth in the applicable Documentation, and(c) it has used commercially available virus-detection software
to scan the Licensed Product, and it has not knowingly
introduced into the Licensed Product any virus, Trojan horse,
trap door, or other code that is intended to cause harm to theCode Base or other systems.
4.2. Sole Remedy. If, during the warranty period set forth in
Section 4.1, Synopsys receives written notice from Customer
of non-conformity of the Licensed Product with the warranty
set forth in Section 4.1, Synopsys will, as Customer’s sole andexclusive remedy and Synopsys’ entire liability for such nonconformity: (a) deliver a correction or workaround for the
non-conformity; or (b) if Synopsys is unable to deliver such a
correction or workaround, provide written notice to Customer
and, upon Customer’s return or confirmed destruction of all
copies of the non-conforming Licensed Product to Synopsys,
refund the license fees paid by Customer for such nonconforming Licensed Product. THE FOREGOING STATESCUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR WARRANTY
CLAIMS RELATED TO THE LICENSED PRODUCT.

Copyright © 2021 Synopsys, Inc.

5.2. Exclusions. Notwithstanding the terms of Section 5.1,
Synopsys will have no liability for any infringement or
misappropriation action or claim of any kind to the extent thatit results from: (a) modifications to the Licensed Productmade by a party other than Synopsys, if the infringement or
misappropriation would not have occurred but for suchmodifications; (b) the combination, operation or use of theLicensed Product with equipment, devices, software, systems
or data not supplied by Synopsys, if the infringement or
misappropriation would not have occurred but for suchcombination, operation or use; (c) Customer’s failure to use
the updated or modified Licensed Product provided by
Synopsys to avoid infringement or misappropriation;(d) Synopsys’ compliance with any designs or specifications
provided by Customer; and/or (e) Customer’s use of theLicensed Product other than as authorized by this Agreement.

4.3. Disclaimer. Synopsys does not warrant that the Licensed
Product will meet Customer’s requirements, that the Licensed
Product will operate in combinations with equipment,
devices, software or systems provided by persons other thanSynopsys, that the operation of the Licensed Product will beerror-free or uninterrupted, or that the Licensed Product will
discover all open source or third-party code, potential license
conflicts, errors and vulnerabilities that may reside in the CodeBase. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,SYNOPSYS AND ITS SUPPLIERS DISCLAIM ALL OTHERWARRANTIES, CONDITIONS AND REPRESENTATIONS,EXPRESS, IMPLIED OR STATUTORY, INCLUDING THOSE

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End User Software License and Maintenance Agreement (eEULM) v2021.1 (Americas Africa Israel)5.3. Sole Remedy. THE PROVISIONS OF THIS SECTION 5 SETFORTH SYNOPSYS’ SOLE AND EXCLUSIVE OBLIGATIONS, AND
CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECTTO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL
PROPERTY RIGHTS OF ANY KIND. EXCEPT AS SET FORTHABOVE, SYNOPSYS AND ITS SUPPLIERS DISCLAIM ALL IMPLIEDOBLIGATIONS WITH RESPECT TO INTELLECTUAL PROPERTYINDEMNIFICATION.

thereof. Either party will have the right to terminate thisAgreement if the other becomes insolvent or makes anassignment for the benefit of creditors, or a trustee or receiveris appointed for such other party or for a substantial part of its
assets, or bankruptcy, reorganization or insolvency
proceedings shall be instituted by or against such other party.
Termination of this Agreement under this Section 7
terminates all Purchasing Agreements and Licensed Productlicenses granted hereunder.

6. LIMITATION OF LIABILITY.
6.1. Exclusion of Damages. Notwithstanding anything to thecontrary, this Agreement does not limit liability due to deathor personal injury caused by gross negligence, or liability due
to fraudulent misrepresentations or willful misconduct, or
liability arising from breaches of confidentiality obligations or
license grants or conditions hereunder. SUBJECT TO THE
FOREGOING SENTENCE, IN NO EVENT WILL EITHER PARTY, OR
ITS SUPPLIERS, BE LIABLE TO THE OTHER FOR ANY SPECIAL,INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL
DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR
PROFITS, REVENUE, GOODWILL, ANTICIPATED SAVINGS) OR
FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ORSERVICES ARISING OUT OF THIS AGREEMENT, WHETHERBASED UPON CONTRACT, WARRANTY, TORT (INCLUDINGNEGLIGENCE), FAILURE OF A REMEDY TO ACCOMPLISH ITSPURPOSE, STRICT LIABILITY OR OTHERWISE, AND EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Customer
acknowledges that Synopsys would not be able to provide theLicensed Product without the limitations set forth in thisSection 6. Customer may have other rights under applicablemandatory local laws. This Agreement does not change
Customer’s rights under applicable mandatory local laws if
such laws do not permit it to do so.

7.4. Effect of Termination or Expiration. Upon termination
or expiration of this Agreement or a Purchasing Agreement,
all Licensed Product licenses and rights to use Confidential
Information that are granted thereunder shall terminate.
Upon termination of this Agreement or expiration of thelicense term in any Purchasing Agreement, Customer will: (a)promptly return to Synopsys or destroy the applicable
Licensed Product and Confidential Information and all copies
and portions thereof, in all forms and types of media; and (b)promptly pay all fees owing up to the date of termination.
7.5. Survival. Sections 1, 2.3, 2.5, 2.6, 3, 4.3, 5.3, 6, 7.2, 7.3
and 8 of the Agreement, Section 6 of the SDK Addendum, andthe Special Terms Addendum and the Hosting Services
Addendum, will survive the termination or expiration of thisAgreement or of any Purchasing Agreement.
8. GENERAL.
8.1. Ownership of IP Rights. Synopsys, Inc. and its licensors
own all patent rights, copyrights, trade secret rights, mask
works, and trademark rights (including service marks andtrade names), and any applications for these rights, in all
countries (“Intellectual Property Rights”) in the Licensed
Products and the Documentation. Customer’s only rights in
the Licensed Products and the Documentation are the rights
expressly granted in this Agreement; all other rights arereserved by Synopsys. Synopsys’s licensors are third-party
beneficiaries of, and thus may enforce against Customer, thelicense restrictions and confidentiality obligations in thisAgreement with respect to their intellectual property andproprietary information.

6.2. Cap on Liability. IN NO EVENT WILL SYNOPSYS, ITS
AFFILIATES OR ITS SUBSIDIAIRIES, OR ITS SUPPLIERS’
AGGREGATE LIABILITY UNDER THIS AGREEMENT, OR
RELATING TO ITS SUBJECT MATTER, EXCEED WITH RESPECT TO
ANY LICENSED PRODUCT, THE AMOUNT PAID BY CUSTOMERFOR THE LICENSED PRODUCT GIVING RISE TO THE CLAIM, AND
WITH RESPECT TO SERVICES, THE AMOUNT PAID BY
CUSTOMER FOR THE SERVICES GIVING RISE TO THE CLAIM.

8.2. “Maintenance Services” means any standard Synopsys
maintenance and support services (excluding onsite support
or consulting services referenced in Section 8.3 below) related
to the Licensed Product, where such services shall begoverned by the applicable Synopsys Maintenance Services
terms attached to this Agreement. Except as indicated on an
applicable Purchasing Agreement, fees for Licensed Products
include Synopsys Standard Maintenance Services for theduration of the license term applicable to such Licensed
Products. In the event that the Synopsys Maintenance
Services Terms are not included herein (as an addendum
hereto or otherwise), the terms for Synopsys Maintenance
Services are hereby incorporated herein by references, andareavailableat:https://www.synopsys.com/company/legal/softwareintegrity/end-user-licenses.html.

7. EXPIRATION AND TERMINATION.
7.1. Term of Agreement. The term of this Agreement shallbegin on the Effective Date of this Agreement and will end
when this Agreement is terminated by either party inaccordance with this Section 7.
7.2. Term of Purchasing Agreement. Each Purchasing
Agreement will have its own term, as indicated by the License
Term applicable to the Licensed Product licensed under such
Purchasing Agreement.
Copyright © 2021 Synopsys, Inc.

7.3. Termination for Breach. Either party will have the rightto terminate this Agreement or any Purchasing Agreement if
the other party breaches any material term of the Agreement
or Purchasing Agreement, as the case may be, and if suchbreach is capable of cure, the breaching party fails to cure suchbreach within thirty (30) days after receiving written notice

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End User Software License and Maintenance Agreement (eEULM) v2021.1 (Americas Africa Israel)8.3. Onsite Support Services; Customer Success; Hosting
Services. If Synopsys provides any Services (as defined in theattached Onsite Support Services Terms Addendum, andexcluding Maintenance Services referenced in Section 8.1
above) to Customer, the Services shall be governed by theattached Synopsys Onsite Support Services Terms. In theevent that the Synopsys Onsite Support Services Terms are
not attached to this Agreement, the terms for Onsite Support
Services, are hereby incorporated herein by reference, andareavailableat:https://www.synopsys.com/company/legal/softwareintegrity/onsite-support-services-terms-v20151.htmlindex.html. Onsite Support Services or Customer
Success program services that remain unused at the end of thelicense term referenced in the applicable Purchasing
Agreement will be forfeited and Customer will not be entitledto any refund for unused portions. If Synopsys provides any
Hosting Services (as defined in the attached Hosting Services
Addendum) to Customer, the Hosting Services will begoverned by the attached Hosting Services Addendum.

State of California excluding that body of laws known as
conflicts of law. The parties expressly agree that the United
Nations Convention on Contracts for the International Sale ofGoods will not apply. Any legal action or proceeding arisingunder this Agreement will be brought exclusively in thefederal or state courts located in the Northern District ofCalifornia and the parties irrevocably consent to the personal
jurisdiction and venue therein. Customer agrees that the
Uniform Computer Information Transactions Act or any
version thereof, adopted by any state, in any form ("UCITA"),shall not apply to this Agreement. To the extent that UCITA isapplicable, the parties agree to opt out of the applicability of
UCITA pursuant to the opt-out provision(s) contained therein.
8.8. Verification and Audit. In addition to the LicenseManager Data collected by the License Manager, Customer
will monitor and track access to and use of the Licensed
Product. At Synopsys’ written request, Customer will furnish
Synopsys with (a) a certification signed by an authorized
representative of Customer providing user or accessinformation that identifies whether the Licensed Product isbeing used in accordance with the terms of this Agreement,and (b) log files from any License Manager that regulates
access to the Licensed Product. Upon at least thirty (30) days
prior written notice, Synopsys may engage, at its expense, an
independent auditor to audit Customer’s use of the Licensed
Product to ensure that Customer is in compliance with theterms of this Agreement and the applicable Purchasing
Agreements. Any such audit will be conducted during regularbusiness hours at Customer’s facilities and will not
unreasonably interfere with Customer’s business activities.
Customer will provide the auditor with access to the relevant
records and facilities. If an audit reveals that Customer has
underpaid fees to Synopsys during the period audited, thenSynopsys will invoice Customer, and Customer will promptly
pay Synopsys for such underpaid fees based on Synopsys’s
price list in effect at the time the audit is completed. If theunderpaid fees exceed five percent (5%) of the license fees
paid by Customer for the Licensed Product, then Customer will
also pay Synopsys’ costs of conducting the audit.

8.4. Software Development Kit. For some Licensed Products,
Synopsys provides a software development kit (“SDK”) toCustomer with the Licensed Product. Use of the SDK shall begoverned by the Synopsys SDK terms available at:https://www.synopsys.com/company/legal/softwareintegrity/software-development-kit.html.
8.5. Export Control. Customer agrees that it shall remainfamiliar and fully compliant with its obligations under any andall laws, statutes, regulations, ordinances of any local, state,federal, national, or other jurisdictional locality, as applicableto the export, import, and/or end-use of the Licensed Product,
Services and Maintenance Services. Licensed Products,
Services and Maintenance Services sold under this Agreement
may be subject to various Export Control Laws andRegulations including but not limited to, U.S. Export
Administration Regulations (EAR), the U.S. Office of Foreign
Asset Control (OFAC), the European Union (EU) Export Control
Regime Regulation (EC) No. 428/2009, and/or the EU
Consolidated Sanctions List. Where the Licensed Products or
technology is identified as export controlled from acountry(ies) of export to (1) the destination country(ies), (2) arestricted/proscribed end user, and/or (3) a restricted end
use, a government-issued export license must be obtained
prior to fulfillment under this Agreement and in accordancewith applicable laws. Customer agrees that Synopsys shall not
be required to complete delivery of export controlled
products or technology unless and until all required export
licenses have been obtained.

8.9. Nonexclusive Remedy. Except as expressly set forth in
this Agreement, the exercise by either party of any of its
remedies under this Agreement will be without prejudice toits other remedies under this Agreement or otherwise.
8.10.
Force Majeure. Neither party will be responsible forany failure or delay in its performance under this Agreement(except for any payment obligations) due to causes beyond its
reasonable control, including, but not limited to, labor
disputes, strikes, lockouts, shortages of or inability to obtainlabor, energy, raw materials or supplies, war, terrorism, riot,
natural disasters or governmental action.

Copyright © 2021 Synopsys, Inc.

8.6. Assignment. Customer may not assign this Agreement,or any licenses granted hereunder, in whole or in part, by
operation of law or otherwise. Any attempt to so assign
without such consent will be void and of no effect. Subject tothe foregoing, this Agreement will bind and inure to thebenefit of each party’s permitted successors and assigns.

8.11.
Notices. All notices required or permitted under
this Agreement will be in writing. Notices will be effective
upon delivery if delivered in person and upon mailing if
delivered by courier service, overnight delivery services or by
a form of certified or express mail. Notices affecting thisAgreement as a whole will be sent to the address set forth

8.7. Governing Law and Jurisdiction. This Agreement will begoverned by and construed in accordance with the laws of the7
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End User Software License and Maintenance Agreement (eEULM) v2021.1 (Americas Africa Israel)above, if any, or to such other address of a party as such party
may identify in writing; notices related to a particulartransaction will be sent to the primary corporate addresses set
forth in the Purchasing Agreement or to such other address as
Customer or Synopsys may notify the other party in writing.

subsidiary or branch of Synopsys, Inc. may treat a purchaseorder addressed to that entity, representative office or branch
as having been addressed to the appropriate entity or entitiesor branch with distribution rights for the geographic region inwhich the Licensed Products will be used; and (b) delivery will
be completed by the Synopsys entity or branch with
distribution rights for the geographic region in which the
Licensed Products will be used or service will be provided. For
products used or services provided in a country in theAmericas, Israel or Africa or US dollar transactions in Russia or
China Mainland, the distributing Synopsys entity is Synopsys,Inc., based in California, USA. For products used or services
provided in Taiwan, the distributing Synopsys entity is
Synopsys International Limited Taiwan Branch, based in
Taiwan. For products used or services provided in Japan, thedistributing Synopsys entity is Nihon Synopsys G. K., based inJapan. For products used or services provided in Korea, thedistributing Synopsys entity is Synopsys Korea, Inc., based in
Korea. For products used or services provided in China
Mainland in Renminbi, the distributing Synopsys entity is
Synopsys Technologies Company Limited, based in China
Mainland. For products used or services provided in any
country other than those identified above, the distributing
Synopsys entity is Synopsys International Limited, based in
Ireland.

8.12.
Entire Agreement; Modification; Interpretation.
This Agreement, including any Addenda hereto and any
Statements of Work attached thereto, and all accepted
Purchasing Agreements referencing this Agreement,
constitute the complete and exclusive understanding andagreement between the parties regarding its subject matterand supersedes all prior or contemporaneous agreements orunderstandings, written or oral, relating to its subject matter.
Customer agrees that additional or different terms on
Customer’s purchase order shall not apply. Failure to enforce
any provision of this Agreement will not constitute a waiver of
future enforcement of that or any other provision. Any
waiver, modification or amendment of this Agreement will beeffective only if in writing and signed by Customer and an
authorized representative of Synopsys. If for any reason acourt of competent jurisdiction finds any provision of thisAgreement invalid or unenforceable, that provision will be
enforced to the maximum extent permissible and the otherprovisions of this Agreement will remain in full force andeffect. The word “including” when used in this Agreement will
mean including without limitation of the generality of any
description, definition, term or phrase preceding that word.

8.15.
Counterparts and Execution. This Agreement may
be executed in counterparts, each of which will be deemed an
original, but all of which together will constitute one and thesame instrument. An originally executed version of thisAgreement or any Exhibit, attachment and subsequent
Purchasing Agreement (including, where applicable, aCustomer purchase order issued in response to a Purchasing
Agreement where such issuance constitutes execution), thatis delivered by one party to the other party, as evidence of
signature, by facsimile, or by electronic mail after having beenscanned as an image file (including, Adobe PDF, TIF, etc.) shall,
for all purposes hereof, be deemed an original signature andneither party shall have the right to object to the manner inwhich the Agreement was executed as a defense to theenforcement of the Agreement.

8.13.
Government Users. If Customer is a branch or
agency of the United States Government, or is acquiring any
Licensed Product on behalf of any branch or agency of theUnited States Government, then the following provisionapplies. The Licensed Products and Documentation arecomprised of“commercial computer software” and“commercial computer software documentation,” as suchterms are used in 48 C.F.R. 12.212, and are provided to theGovernment (a) for acquisition by or on behalf of civilian
agencies, consistent with the policy set forth in 48 C.F.R.
12.212; or (b) for acquisition by or on behalf of units of the
Department of Defense, consistent with the policies set forthin 48 C.F.R. 227.7202-1 and 227.7202-3.

8.16.
Controlling Language. This Agreement has been
prepared, negotiated and signed in English, and English is thecontrolling language of this Agreement. Even if any otherlanguage version is prepared, including the Japanese versionof this document, such version is for convenience purposes
only and the English version shall prevail if there is any
difference between such version and English version.

8.14.
Synopsys Entities. Synopsys, Inc. and its whollyowned subsidiaries, including, but not limited to, Synopsys
International Limited, Synopsys International Limited Taiwan
Branch, Nihon Synopsys, G.K., Synopsys Korea, Inc. andSynopsys Technologies Company Limited, have agreed to theirrespective rights and obligations regarding the distribution of
the Licensed Products and the performance of obligations
related to the Licensed Products. You acknowledge that: (a)Synopsys Inc. or any directly or indirectly wholly-owned
Copyright © 2021 Synopsys, Inc.

END OF TERMS AND CONDITIONS

8EXECUTION COPY
End User Software License and Maintenance Agreement (eEULM) v2021.1 (Americas Africa Israel)MAINTENANCE SERVICES TERMS ADDENDUM
1.
MAINTENANCE SERVICES.
“Maintenance
Services” means the standard Maintenance and Support
provided by Synopsys to Customer as further described
below. Subject to Customer’s payment of applicable fees,
Synopsys will provide the following standard Maintenance
Services to Customer for the period agreed by the parties in
the order documentation:

Workarounds are to be delivered to resolve a Service Issue,
Synopsys will provide Customer with a single copy of a
Workaround on suitable media or shall make available theapplicable Workaround for download by Customer from
Synopsys’ web site.
(b)
Support. “Support” means the e-mail andtelephone technical services that Synopsys offers regarding
the use and function of the Licensed Product. Synopsys will
provide Support and respond to Service Issues as further
described below. A “Service Issue” is a Customer inquiry
regarding the functionality or use of the Licensed Product.
Customer agrees that Synopsys’ Support obligations
concerning the Licensed Product’s use with third party
products, including compilers, operating systems and other
Licensed Product, shall be limited to those items set forthin the Documentation.
Service Issues are assigned aclassification at the time of Customer’s initial contact with
Synopsys, and are classified according to the severity levels
set forth below. Synopsys will initially respond inaccordance with the response times applicable to Service
Issues reported by telephone or e-mail during Synopsys’
regular service hours for the applicable region as set forth
below. Failure to contact Customer within the responsetime period because Customer is unavailable (e.g., phonebusy, no answer, in a meeting, or out of the office) does notconstitute Synopsys’ noncompliance with the response
commitment. Customer shall cooperate with Synopsys toprovide reproducible results for any errors reported.
Synopsys’ ability to provide Support will depend, in somecases, on the ability of Customer’s representatives toprovide accurate and detailed information and to aid
Synopsys in handling a Service Issue. Customer shall provide
Synopsys with reasonable access to Customer systems,
premises and staff as needed to provide Support.
Synopsys will provide Support for each Release for at least
eighteen (18) months after the subsequent Release is firstmade commercially available. After such period, Synopsys
will provide Support, as needed, to Customer to update its
use of the Licensed Product to the latest Release of theLicensed Product.

1.1
Maintenance and Support.
(a)
Maintenance. “Maintenance” means theprovision by Synopsys to Customer of any Releases or
Workarounds that are made generally available bySynopsys to customers who subscribe for Synopsys’
Maintenance Services offering.
(i) A Release will be one of the following: A “Major
Release” means a specific edition of the Licensed Productthat contains major functionality changes. The content andtiming of all Major Releases will be determined by Synopsys
in its sole discretion. Major Releases are signified by version
changes to the left of the decimal point (e.g. 2.0 -> 3.0)
following the product name. A “Minor Release” means a
specific edition of the Licensed Product that contains minor,
but significant functionality changes and could include
Licensed Product Updates. The content and timing of all
Minor Releases will be determined by Synopsys in its sole
discretion. Minor Releases are signified by version changes
to the right of the decimal point (e.g. 2.5 -> 2.6) following
the product name.
(ii) “Workaround” means a Licensed Product patch, error
correction, or feasible change in operating procedures
whereby the Licensed Product is made sufficiently
functional so that Customer can continue to use theLicensed Product. Synopsys may provide Workarounds fora release to resolve a Service Issue for up to twelve (12)months after the earlier of (i) the date the subsequent
Release is first made commercially available, and (ii) thedate the current Release is no longer made available as acommercial offering by Synopsys. After such twelve (12)month period, Synopsys is not obligated to provide
Workarounds but will support Customer’s update of theLicensed Product to the latest Release.
Where

Copyright © 2021 Synopsys, Inc.

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End User Software License and Maintenance Agreement (eEULM) v2021.1 (Americas Africa Israel)Service Issue Classification

Response Time

Next Steps

Severity P1—Critical Business Impact: Licensed
Product is not functioning or is stopped orseverely impacted so that Customer cannot
reasonably continue use of Licensed Product andno Workaround is available.
Severity P2—Major Business Impact: Licensed
Product is functioning inconsistently causing
significantly impaired Customer usage andproductivity, such as periodic work stoppages
and feature crashes.
Severity P3—Minor Business Impact: Licensed
Product is functioning inconsistently causingslightly impaired Customer usage andproductivity but Customer can work around suchinconsistency or impairment.
Severity P4—No Business Impact: Licensed
Product is functioning consistently but Customer
requests minor changes in Licensed Product suchas Documentation updates, cosmetic defects orenhancements.

One business day

Once the Service Issue is verified, Synopsys will
engage development staff during Synopsys’business hours (but in no event later than 12hours after the Service Issue is verified) until a
Workaround is achieved.
Once the Service Issue is verified, Synopsys will
engage development staff during Synopsys’business hours (but in no event later than 24hours after the Service Issue is verified) until a
Workaround is achieved.
Once the Service Issue is verified, Synopsys willconsider a Workaround, if appropriate in
Synopsys’ sole discretion, and Licensed Productenhancements for such Service Issue for inclusion
in a subsequent Release.
Once contact has been made with Customer,
Synopsys will consider Licensed Productenhancements for inclusion in a subsequent
Release.

One business day

Two business days

Three
days

business(c)
Customer Point of Contact. Customer will
designate a specific individual to be the primary point ofcontact for Maintenance Service communications with
Synopsys and will deliver contact information for suchindividual to Synopsys’ support team.

Licensed Product to Customer or as provided in theDocumentation; or (c) Customer’s use of releases otherthan those releases of the Licensed Product covered by
Maintenance Services, (d) Customer’s failure to use any
error corrections or updates thereto provided by Synopsys
to address such problem, or (e) use of scripts or otherdeliverables provided to Customer under On-Site Support
services. If, in its sole discretion, Synopsys determines thata problem in the operation or performance of the Licensed
Product is caused by the foregoing, then Synopsys will notify
Customer promptly and have no further Maintenance
Service obligations related to such problem. If Customer
requests services beyond standard Maintenance Services,
Synopsys will have the right to invoice Customer at
Synopsys’ then-current published time and materials rates
for the provision of such services.

1.2
Exclusions
to
Maintenance
Services.
Maintenance Services do not include the right to access newor bundled product offerings made available by Synopsys,
unless licenses for such offerings are separately purchased.
Synopsys will not have any obligation to provide
Maintenance Services for problems in the operation or
performance of the Licensed Product to the extent causedby any of the following: (a) modifications to the Licensed
Product made by a party other than Synopsys;(b) Customer’s use of the Licensed Product other than as
authorized by the applicable agreement licensing the2.

HOURS OF SERVICE AND CONTACT INFORMATION.

For Customers located in Europe:
Copyright © 2021 Synopsys, Inc.

Contact us by:
Email
Phone

At
software-integritysupport@synopsys.com+44 (0) 1276 400352

During9:00 – 17:00 UK time
9:00 – 17:00 UK time

For Japanese-language support:

10
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End User Software License and Maintenance Agreement (eEULM) v2021.1 (Americas Africa Israel)Contact us by:
Email
Phone

At
software-integrity-supportjapan@synopsys.com+81-03-6746-3666

During9am – 5pm JST

At
software-integrity-supportkorea@synopsys.com+82-2-3404-9332

During9am – 5pm KSTAt
software-integrity-supportchina@synopsys.com+86-4006-966-606

During9am – 5pm CSTAt
software-integritysupport@synopsys.com+91-(0)80 6751 1888 or
1(800) 419-4311

During9:00 – 17:00 ISTAt
software-integritysupport@synopsys.com+1 800-873-7793 or+1 415.321.5239

During7am – 6pm Pacific Time

9am – 5pm JST

For Korean-language support:
Contact us by:
Email
Phone

9am – 5pm KST

For Mandarin-language support:
Contact us by:
Email
Phone

9am – 5pm CST

For Customers located in India:
Contact us by:
Email
Phone

9:00 – 17:00 IST

For all other Customers:
Contact us by:
Email
Phone

7am – 6pm Pacific TimeAll contact information is subject to change upon notice from Synopsys. Closed on public holidays.

END OF MAINTENANCE SERVICES TERMS ADDENDUM

Copyright © 2021 Synopsys, Inc.

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End User Software License and Maintenance Agreement (eEULM) v2021.1 (Americas Africa Israel)ONSITE SUPPORT SERVICES TERMS ADDENDUM
1.

SERVICES

employees or contractors, provided that a job postingavailable to the general public shall not be deemed such asolicitation.

1.1.
Services. In connection with Customer’s use of
the Licensed Product, Customer may retain Synopsys toprovide Customer with the services set out in the applicable
Purchasing Agreement, Customer Success Package and/orStatement of Work to the Agreement (collectively the“Services”).

2.
FEES AND EXPENSES. Customer will pay Synopsys
fees in accordance with the terms set forth in the applicable
Purchasing Agreement or Statement of Work. In addition,
Customer will reimburse Synopsys for all reasonable andcustomary travel, lodging and other related expenses
incurred by Synopsys or its personnel in connection withthe performance of the Services upon being provided withreceipts and other documentation for all such expenses.

1.2.
Purchasing Agreements; Statements of Work. To
order Services, Customer shall enter into (a) written
statements of work (each a “Statement of Work”)
identifying the Services or (b) Purchasing Agreements
identifying the Services to be performed. Each Purchasing
Agreement and/or Statement of Work must reference thisAgreement.

3.
OWNERSHIP. Material and associated intellectual
property rights developed by a party prior to or outside of
the scope of a Customer Success Package, Statement ofWork or Purchasing Agreement (“Pre-Existing Material”)
shall be, as between the parties, owned by the developing
party. Synopsys shall own all rights, title and interest in all
scripts, methodologies, processes, and documentation, andall intellectual property rights therein, developed during theprovision of the Services involving (i) implementation or
installation of Licensed Products into Customer’s
environment, (ii) configuration of workflow or reporting
capabilities of the Licensed Product, and (iii) optimization of
the use of the Licensed Product in Customer’s environment(collectively, the “Synopsys-Owned Work Product”).
Synopsys hereby grants to Customer, for the license term
applicable to the Licensed Product licensed to Customer
under the applicable Purchasing Agreement, anonexclusive, worldwide, right to use, reproduce andcreate derivative works of any Pre-Existing Material owned
by Synopsys and incorporated into deliverables of theServices, and the Synopsys-Owned Work Product, forCustomer’s internal business purposes to aid in Customer’s
use of Licensed Product licensed by it.

1.3.
Performance of Services. The Services shall be
performed solely in relation to the licenses to the Licensed
Product granted by Synopsys to Customer under the
Agreement. Nothing in this Addendum grants Customer
any rights to the Licensed Product other than as explicitly
stated herein. If Synopsys personnel are working on
Customer’s premises: (a) Customer will provide a safe andsecure working environment for such personnel; and (b)Synopsys will comply with all reasonable workplace safety
and security standards and policies that are applicable to
Customer’s employees and of which Customer notifies
Synopsys in writing and in advance of the commencementof any Services.
1.4.
Customer Responsibilities. Customer will provide
Synopsys with access to Customer’s sites and facilities
during Customer’s normal business hours as reasonably
required by Synopsys to perform the Services. Customer
will also make available to Synopsys any data, information
and any other materials reasonably required by Synopsys toperform the Services, including, but not limited to, any data,
information or materials specifically identified in theStatement of Work (collectively, “Customer Materials”).

4.
SERVICES WARRANTY. Synopsys warrants that
the Services will be performed in a professional andworkmanlike manner consistent with applicable industry
standards. If Synopsys receives from Customer a written
notice of the Service’s non-conformance with theprovisions set forth in this Section 4, Synopsys will, as
Customer’s sole and exclusive remedy and Synopsys’ entire
liability for any breach of the foregoing warranty, atSynopsys’ sole option and expense, promptly re-performthe Services or refund to Customer the fees paid for theServices. THE FOREGOING STATES CUSTOMER’S SOLE AND
EXCLUSIVE REMEDY FOR WARRANTY CLAIMS RELATED TO
THE SERVICES.

1.5.
Relationship of the Parties. Synopsys is
performing the Services as an independent contractor, notas an employee, agent, joint venturer or partner ofCustomer. Synopsys acknowledges and agrees that its
personnel are not eligible for or entitled to receive anycompensation, benefits or other incidents of employmentthat Customer makes available to its employees.
Accordingly, for a period of twelve (12) months following
the completion of the Services, Customer agrees not todirectly or indirectly solicit for employment any Synopsys
Copyright © 2021 Synopsys, Inc.

END OF ONSITE SUPPORT SERVICES ADDENDUM

12EXECUTION COPY
End User Software License and Maintenance Agreement (eEULM) v2021.1 (Americas Africa Israel)SPECIAL TERMS AND CONDITIONS ADDENDUM
1.
SEEKER; DEFENSICS. If Customer has purchased
a license to the Licensed Products known as either Seeker(“Seeker”) or Defensics (“Defensics”), the following
additional terms apply:
1.1.

SUPPLIED TEST/FORM DATA ONLY IN THE OPERATION OF
SEEKER. CUSTOMER IS HEREBY FURTHER ADVISED THATTHE USE OF REGULATED DATA IN SEEKER OPERATIONS IS A
VIOLATION OF THE TERMS AND CONDITIONS OF THISAGREEMENT. IN THE EVENT THAT CUSTOMER USESREGULATED DATA IN SEEKER OPERATIONS, CUSTOMERSHALL HOLD SYNOPSYS HARMLESS FROM ANY LIABLITYRESULTING FROM SUCH USE.

Seeker

1.1.1.
Use in Test Environment Only. SEEKER IS AN
AUTOMATED TESTING SOLUTION DESIGNED TO BE USED IN
NON-PRODUCTION ENVIRONMENTS ONLY. As part of theprocesses completed by Seeker, Seeker will automaticallygenerate requests to the applicable Customer website, thus
activating various website and associated database
operations. Such processes may add to, modify, tamper
with, and /or delete any persistent data contained in suchsite or in such database. CUSTOMER IS HEREBY ADVISED TO
EXCLUDE ALL WEBSITES FOR WHICH CUSTOMER DOES NOTWANT SEEKER TO PERFORM SUCH OPERATIONS. SUCHOPERATIONS MAY ALSO BE DISABLED FROM THE SETTINGS>TEST/GENERAL SCREEN.

1.1.4.
Credit Card Usage.
As part of Seeker’s
operations, Seeker will automatically test credit card forms,
creating credit card transactions using such credit card
forms using Test/Form Data. CUSTOMER SHALL BE SOLELYRESONSIBLE TO ENSURE THAT ANY ALL TESTEDENVIRONMENTS, APPLICATIONS, DATABASES, ANDSERVERS CONTAIN TEST/FORM DATA ONLY. CUSTOMER IS
HEREBY ADVISED TO USE TEST CREDIT CARD FORMS ONLY,AND TO DISCONNECT TESTED WEBSITES FROMPRODUCTION TRANSACTION SERVERS PRIOR TO TESTING.
SUCH OPERATIONS MAY ALSO BE DISABLED FROM THE
SETTINGS->TEST/GENERAL SCREEN. SYNOPSYS SHALL BEARNO LIABILITY FOR AND CUSTOMER SHALL BE SOLELYRESPONSIBLE FOR AND SHALL HOLD SYNOPSYS HARMLESSIN CONNECTION WITH ANY CUSTOMER-INITIATED CREDIT
CARD TRANSACTIONS RESULTING FROM THE USE OF ANYDATA OTHER THAN TEST/FORM DATA IN THE OPERATION
OF SEEKER.

1.1.2.
Purpose; Data Modification; Data Collection.
Customer understands that Seeker is software that
conducts certain tests by (i) gathering data and informationfrom the environments, websites, software products,
databases, and servers in which it operates and potentiallysaving such data and information in the database of Seeker,and (ii) potentially changing, deleting, or otherwise alteringsuch data and information. Customer further understands
that Seeker is designed to be used solely as part of adevelopment and test environments, which are notproduction environments.

1.2.

Defensics

1.2.1.
Use in Test Environment Only. DEFENSICS IS AN
automated TESTING SOLUTION DESIGNED TO BE USED IN
NON-PRODUCTION ENVIRONMENTS ONLY. As part of theprocesses completed by Defensics, Defensics willautomatically test specific protocols of Customer software
identified by Customer. Such protocols may add to, modify,
tamper with, and /or delete portions of the software under
test, and may disable software functionality in production
environments. CUSTOMER IS HEREBY ADVISED NOT TO USE
DEFENSICS IN ANY PRODUCTION ENVIRONMENT.

1.1.3.
Use of Customer End User Information. Seeker
uses sample end user data (including names, passwords,
addresses, account numbers, credit card numbers andother data) that has been created for use in the operations
performed by Seeker (“Test/Form Data”). Customer end
user data used in Customer’s production website, databaseand server environment may contain Personally Identifiable
Information (as defined under U.S. law), Personal Data (asdefined under European Union law and the implementing
regulations of its member states) and other data regulated
by U.S. and international law (collectively, “Regulated
Data”). In the event that Customer provides Synopsys
access to such Regulated Data for purposes of theperformance of Synopsys Maintenance Services orotherwise, as between Synopsys and Customer, Synopsys
shall be deemed a data processor and Customer shall bedeemed the data controller with respect to such RegulatedData. CUSTOMER IS HEREBY ADVISED TO USE THE

2.
DISCLAIMER. CUSTOMER IS NOT LICENSED TO
USE SEEKER OR DEFENSICS IN PRODUCTIONENVIRONMENTS; IN THE EVENT THAT CUSTOMER USESEITHER SEEKER OR DEFENSICS IN PRODUCTIONENVIRONMENTS,
SYNOPSYS
SHALL
BEAR
NO
RESPONSIBILITY FOR SUCH USES AND CUSTOMER SHALL
BEAR ALL LIABILITY FOR SUCH USES AND SHALL HOLDSYNOPSYS HARMLESS IN CONNECTION WITH ANY LIABILITYRESULTING FROM SUCH CUSTOMER USES.

Copyright © 2021 Synopsys, Inc.

END OF SPECIAL TERMS AND CONDITIONS ADDENDUM

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End User Software License and Maintenance Agreement (eEULM) v2021.1 (Americas Africa Israel)HOSTING SERVICES ADDENDUM
1.

DEFINITIONS.

1.1“Hosted Software” means the software described in the applicable Purchasing Agreement that Synopsys
will provision hosting services for on behalf of Customer under the terms of this Hosting Services Addendum.
1.2
Addendum.

“Hosting Services” means the services related to the Hosted Software described in this Hosting Services

2.
Hosting Services Description. During the term set forth in the applicable Purchasing Agreement, Synopsys shallprovision Hosting Services on behalf of Customer as follows:
Synopsys will be responsible for managing the set-up, configuration and hosting of the Hosted Software including, but notlimited to, managing the installation of all revisions, new versions, and updates to the Hosted Software.
3.

POST-TERMINATION HOSTING.

Synopsys will permit Customer to access the Hosted Software for a maximum of thirty (30) days post termination of
the Agreement or the applicable Purchasing Agreement, as applicable, for the limited purpose of accessing and downloading
any Customer data retained therein.
4.

HOSTING SERVICES PERFORMANCE WARRANTY.

4.1
Uptime. Synopsys will (a) have at least 99.5% uptime (“Service Availability”), as measured monthly,
excluding planned downtime and any time necessary to implement updates, upgrades or modification to the Hosted Software,and (b) not experience more than two (2) instances of unscheduled downtime of more than one (1) hour each in any rolling
thirty (30) day period. Routine updates to the Hosted Software are scheduled once per month on a Sunday, typically between
the hours of 4 am and 8 am (Eastern US time zone).
4.2
Exclusions. This Service Availability warranty shall not apply in the event of any interruption or failure of
telecommunication or digital transmission links outside of Synopsys’ network, Internet network congestion outside of Synopsys’
network or other failures outside of Synopsys’ network.
5.
Limitation of Liability. EXCEPT FOR THE EXPRESS SERVICE AVAILABILITY WARRANTY STATED IN SECTION 4, THISHOSTING SERVICES ADDENDUM DOES NOT CREATE ANY OTHER REPRESENTATION OR WARRANTY RELATED TO THE
AVAILABILITY, ACCESSIBILITY, OR USEABILITY OF THE HOSTED SOFTWARE. THE REMEDIES STATED IN THE AGREEMENT ARE
CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR SYNOPSYS’ FAILURE TO MEET THE WARRANTIES SET FORTH HEREIN.
6.
ENTIRE ADDENDUM. The parties acknowledge that they have had previous discussions related to Synopsys’
performance of the Hosting Services for Customer. This Addendum constitutes the complete and exclusive understanding andagreement between the parties on the subject matter and supersedes all prior or contemporaneous agreements orunderstandings, written or oral, relating to the Agreement or this Addendum.
END OF HOSTING SERVICES ADDENDUM

Copyright © 2021 Synopsys, Inc.

14
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End User Software License and Maintenance Agreement (eEULM) v2021.1 (Americas Africa Israel)