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EXHIBIT AFRONT-END VIEWS EVALUATION LICENSEAGREEMENT
PLEASE READ THIS AGREEMENT BEFORE CLICKING THE “I ACCEPT” BUTTON BELOW AND/OR DOWNLOADING, USING AND/OR INSTALLING ANY OF THE SOFTWARE AND DATA AVAILABLE FOR DOWNLOAD THROUGH THIS WEB PAGE - OR IF THIS LICENSE AGREEMENT IS PROVIDED AS PART OF A CD-ROM OR OTHER HARD MEDIA, BEFORE USING AND/OR INSTALLING ANY OF THE SOFTWARE CONTAINED ON THE MEDIA INCLUDED WITH THIS LICENSE AGREEMENT (ALL OF THE FOREGOING SOFTWARE AND DATA IS REFERRED TO HEREIN AS THE "LICENSED FRONT-END VIEWS"). BY CLICKING THE “I ACCEPT” BUTTON BELOW AND/OR DOWNLOADING, USING AND/OR INSTALLING ANY OF THE LICENSED FRONT-END VIEWS, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. THE TERM "LICENSED FRONT-END VIEWS" SHALL ALSO INCLUDE ANY UPGRADES, MODIFIED VERSIONS OR UPDATES OF THE LICENSED FRONT-END VIEWS THAT MAY BE PROVIDED TO YOU BY ARM UNDER THIS LICENSE AGREEMENT. BY INDICATING YOU AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, YOU ARE AGREEING ON BEHALF OF YOURSELF AND THE ENTITY YOU REPRESENT (COLLECTIVELY "LICENSEE") TO COMPLY WITH AND BE BOUND BY ALL OF THE FOLLOWING TERMS AND CONDITIONS. IF LICENSEE DOES NOT AGREE TO ANY OF THE FOLLOWING TERMS AND CONDITIONS, LICENSEE MAY NOT DOWNLOAD, USE AND/OR INSTALL ANY OF THE LICENSED FRONT-END VIEWS AND, IF THE LICENSED FRONT-END VIEWS WERE PROVIDED ON MEDIA, LICENSEE MUST RETURN PROMPTLY THE MEDIA TO ARM COMPONENTS.
1. Evaluation License. Subject to all the terms and conditions of this Agreement, ARM, Inc. ("ARM") grants Licensee a nonexclusive, nontransferable license to use the Licensed Front-End Views internally solely for evaluation and/or training purposes and solely in connection with the Magma Design Automation ("Magma") product with which Licensee received the Front-End Views, and the applicable ARM licensed foundry. Licensee may not otherwise use, reproduce, modify, reverse engineer (except to the extent any prohibition on reverse engineering is not allowed in the jurisdiction in which Licensee is located) or further distribute or disclose any of the Licensed Front-End Views. Except as may he permitted by the limited license granted hereunder, Licensee may not develop, design, or create any products derived from or based upon the Licensed Front-End Views. Except for the limited license granted hereunder, ARM reserves all rights in and to the Licensed Front-End Views.
2. Preliminary Views. CERTAIN OF THE LICENSED FRONT-END VIEWS BEING PROVIDED HEREUNDER MAY BE IDENTIFIED AS "PRELIMINARY", MEANING THEY ARE INCOMPLETE AND ARE LIKELY TO CHANGE. IT IS RECOMMENDED THAT ANY LICENSED FRONT-END VIEWS IDENTIFIED AS "PRELIMINARY" SHOULD BE USED FOR EVALUATION ONLY AS ANY WORK LICENSEE MAY DO BASED ON THE PRELIMINARY LICENSED FRONT-END VIEWS WILL LIKELY NEED TO BE CHANGED AND/OR MAY NOT BE USABLE.
3. No Warranty Limitation of Liability. THE LICENSED FRONT-END VIEWS ARE PROVIDED "AS IS" AND TO THE EXTENT ALLOWED BY LAW, ALL IMPLIED AND EXPRESS WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, ARE DISCLAIMED. IN NO EVENT SHALL ARM, ITS SUPPLIERS AND DISTRIBUTORS OR THEIR SUPPLIERS AND DISTRIBUTORS BE LIABLE FOR ANY CONSEQUENTIAL, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES, EVEN IF APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES. FURTHERMORE, LICENSEE ACKNOWLEDGES THAT THE LICENSED FRONT-END VIEWS ARE PROVIDED TO LICENSEE AT NO CHARGE, AND IN NO EVENT SHALL ARM'S AND IT’S DISTRIBUTORS LIABILITY TO LICENSEE EXCEED $,1,000.00.
4. Term and Termination. This Agreement shall begin upon the Effective Date and continue until terminated. Licensee may terminate this Agreement at any time, with or without cause, upon written notice. ARM may terminate this Agreement at any time upon Fifteen (15) days prior written notice in the event Licensee is in breach of this Agreement and fails to remedy such breach within such fifteen (15) day period. Upon any termination of this Agreement, Licensee shall return to ARM, or at ARM's request destroy, all copies of the Licensed Front-End Views and certify in writing to ARM within 15 days after termination that the Licensed Front-End Views have been returned or destroyed. Sections 3 and 5 shall survive any termination of this Agreement.
5. Miscellaneous. Your receipt of the Licensed Front-End Views does not guarantee a business relationship with any foundry. Signing a separate agreement with the foundry is the mechanism to secure a business relationship with the foundry. This Agreement shall be construed in accordance with the laws of the State of California, except that body of laws dealing with conflicts of laws. Venue for all disputes arising out of or relating to this Agreement shall lie exclusively with the state and federal courts sitting in Santa Clara Country, California, and Licensee hereby consents and waives any objection to the jurisdiction of such courts for such disputes. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The prevailing party in any suit or action shall be entitled to its attorneys' fees and other costs relating to such suit and action. In the event any court or tribunal of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, all other provisions shall remain in full force and effect and the parties agree to replace the offending provision with a provision that is enforceable and valid and that most closely reflects the intent of the original invalid/unenforceable provision. The Licensed Front-End Views may not be shipped, transferred, or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions, or regulations. This Agreement may only be modified in writing signed by an authorized officer of ARM.
6. Notice to Government End Users. If Licensee is an agency, department, or other entity of the United States Government ("Government"), the Government's use, reproduction, release, modification, disclosure or transfer of the Licensed Front-End Views, or of any related documentation of any kind, including technical data, is restricted in accordance with Federal Acquisition Regulation ("FAR") 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement ("DFARS") 227.7202 for military agencies. The Licensed Front-End Views are commercial. The use of the Licensed Front-End Views by any Government agency, department, or other entity of the Government, is further restricted in accordance with the terms of this Agreement, or any modification hereto.
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