This Agreement is between you, or the company or other legal entity that you represent and warrant you have the legal authority to bind, (hereinafter referred to as “You” or “Your”) and the creator of SpeakHDL and its subsidiaries (collectively, “SpeakHDL”) regarding Your use of the Materials to generate Hardware Description Language source code through the SpeakHDL server or locally running application (hereinafter referred to as the “Materials”). PLEASE READ THIS END USER LICENCE AGREEMENT CAREFULLY. This End User License Agreement (“EULA” or “Agreement”) governs your use of the application, software, their associated upgrades, patches, and updates and related services. By downloading, installing, copying or using the Materials, You agree to be bound by the terms of this Agreement. If You do not agree to the terms of this Agreement, or do not have legal authority or required age to agree to them, do not download, install, copy or use the Materials. SpeakHDL reserves the right to change, modify, add or delete articles in this EULA at any time, in accordance with the procedures described herein.
1. LICENSE DEFINITIONS.
A. “Cloud Provider” means a third-party service provider offering a cloud-based platform, infrastructure, application or storage services, such as Microsoft Azure or Amazon Web Services, which You may only utilize to host the Materials subject to the restrictions set forth in Section 2.
B. "Materials" mean the software, any library files, pre-synthesis and post-synthesis HDL files, documentation, and other collateral, including any updates, made available to You by SpeakHDL under this Agreement. Materials include Executable Code, HDL Source Code (encrypted and non-encrypted), Application Source Code, Sample Source Code, and Configuration Files, but do not include Third Party Software.
C. “Source Code” means either the software portion of the Materials provided in human readable format or any Hardware Description Language files in any pre-synthesis format.
D. “Third Party Software” mean the files (if any) listed in the third-party-software or other similarly-named text file that may be included in the Materials for the applicable software.
E. “Your Product” means one or more applications, products or projects developed by or for You using the Materials.
2. LICENSE GRANTS.
2.1 License to the Materials. Subject to the terms and conditions of this Agreement, SpeakHDL grants You a non-exclusive, non-assignable, non-sublicensable, non-commercial and personal license to install and/or use the Product (in whole or in part) and any Product (the “License”), for such time until either You or SpeakHDL terminates this EULA. You must in no event use, nor allow others to use the Product or this License for commercial purposes without obtaining a license to do so from SpeakHDL. Updates, upgrades, patches and modifications may be necessary in order to be able to continue to use the Product on certain hardware. THIS PRODUCT IS LICENSED TO YOU, NOT SOLD. You may not use the Materials in your internal business operations or for any commercial or production purpose, or for any purpose other than as set forth herein. If You want to use the Materials for any purpose other than as permitted in this Agreement, You must obtain a separate license from SpeakHDL.
2.2 Third Party Software. Third Party Software, even if included with the distribution of the Materials, may be governed by separate license terms, including without limitation, third party license terms, open-source software notices and terms, and/or other SpeakHDL software license terms. These separate license terms solely govern Your use of the Third-Party Software.
2.3 Third Party Use.
A. If You are an educational institution, Your faculty and/or students may use the Materials under the license specified in Section 2, provided: (i) their use of the Materials is solely on behalf of and in support of Your educational institution, (ii) they agree to the terms and conditions of this Agreement, and (iii) You are solely responsible for their use, misuse or disclosure of the Materials.
B. You may utilize a Cloud Provider to host the Materials for You, provided: (i) the Cloud Provider may only host the Materials for Your exclusive use and may not use the Materials for any other purpose whatsoever, including the restriction set forth in Section 3 (x); (ii) the Cloud Provider’s use of the Materials must be solely on behalf of and in support of Your Product, and (iii) You will indemnify, hold harmless, and defend SpeakHDL and its suppliers from and against any claims or lawsuits, costs, damages, and expenses, including attorney's fees, that arise or result from Your Cloud Provider’s use, misuse or disclosure of the Materials.
3. LICENSE CONDITIONS.
Restrictions. Except as expressly provided in this Agreement, You may NOT: (i) use, reproduce, disclose, distribute, or publicly display the Materials; (ii) share, publish, rent or lease the Materials to any third party; (iii) assign this Agreement or transfer the Materials; (iv) modify, adapt, or translate the Materials in whole or in part; (v) reverse engineer, decompile, or disassemble the Materials, or otherwise attempt to derive the source code for the software or HDL library files; (vi) work around any technical limitations in the Materials; (vii) distribute, sublicense or transfer any Source Code, Library Files, or Post-Synthesis Files, modifications or Derivative Works of any Source Code, Library Files, or Post-Synthesis Files to any third party; (viii) remove, minimize, block or modify any notices of SpeakHDL or its suppliers in the Materials; (ix) modify, create a Derivative Work, link, or distribute the Materials so that any part of it becomes Reciprocal Open Source Software; (x) use the Materials directly or indirectly for SaaS services or service bureau purposes.
4. NOTICES RELATED TO CONTENT
Trademarks. Any trade names, trademarks, service marks, logos, trade dress, and other brand features (“Trademarks”) displayed on or featured in the Websites or the Materials are the property of either SpeakHDL or third-party licensors. Nothing in these Terms grants you any license rights or other rights to use or display any such Trademarks.
Third Party Content. The Websites and the Materials may contain third party submitted content. Such content is not reviewed, approved, or endorsed by SpeakHDL and is provided solely as a convenience to you. Under no circumstances will SpeakHDL be liable to you or to any third party in any way for any third-party submitted or provided content, including but not limited to any errors or omissions, or damages of any kind. By your use of the Websites, you agree that you must evaluate, and bear all risks associated with, the use of any third-party content, including any reliance on the accuracy, completeness, or usefulness of such third-party content.
5. DATA COLLECTION AND PRIVACY.
Data Collection. The Materials may generate and collect anonymous data and/or provisioning data about the Materials and/or the development environment and transmit the data to SpeakHDL during normal operation of the client-side application. This data is used by the SpeakHDL server application to process and generate output files. Optional data may also be collected by the Materials, however, You will be provided notice of the request to collect optional data and no optional data will be collected without Your consent. All data collection by SpeakHDL is performed pursuant to relevant privacy laws, including notice and consent requirements.
6. USER ACCOUNT, PASSWORD AND SECURITY.
To the extent that a user account is created by you to access and use SpeakHDL services (“User Account”), the following shall apply:
User Account. To access certain types of features, the Content and the Materials, we require the use of a username and password after setting up a User Account. We use reasonable precautions to protect the privacy of your username, password, and User Account information. You, however, are ultimately responsible for protecting your username, password, and User Account information from disclosure to third parties, and you are not permitted to circumvent the use of required encryption technologies, if any. You agree to (i) immediately notify us of any unauthorized use of your username, password, or User Account, or any other breach of security, and (ii) ensure that you exit from your User Account at the end of each session. While we provide certain encryption technologies and use other reasonable precautions to protect your confidential information and provide suitable security, we do not and cannot guarantee or warrant that information transmitted through the Internet is secure, or that such transmissions are free from delay, interruption, interception or error.
Accurate Information. In creating and using your User Account for use on the Materials, you agree to: (i) provide true, accurate, current, and complete information about yourself on any registration form required for the Web Properties; and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or if we have reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, then we have the right to suspend or terminate your User Account and refuse any and all current or future use of your User Account.
Non-Transferability of User Account. User Accounts and usernames are non-transferable, and all users are obligated to take preventative measures to prohibit unauthorized users from accessing the Web Properties with his or her username and password.
Account Deactivation. We reserve the right to deactivate or cancel a User Account in our sole discretion, including for the following reasons: (i) you request such deactivation; (ii) you are deceased; (iii) you do not respond to repeated communication attempts regarding the status of your User Account; (iv) you reside in or relocate to a state within the U.S. or to another country where use of a User Account is prohibited under applicable law; or (v) you act in a fraudulent or an inappropriate manner while using the User Account.
7. OWNERSHIP.
Title to the Materials and all copies remain with SpeakHDL or its suppliers. The generated artifact (whether it be software or synthesis hardware) is protected under the U.S Patent: 11,222,156, B2 METHODS AND SYSTEMS FOR FACILITATING DESIGNING A PROGRAMMABLE LOGIC DEVICE and by the Intellectual property rights, including without limitation, United States copyright laws and international treaty provisions. You will not remove any copyright or other proprietary notices from the Materials. Except as expressly provided herein, no license or right is granted to You directly or by implication, inducement, estoppel or otherwise; specifically, SpeakHDL does not grant any express or implied right to You under SpeakHDL patents, copyrights, trademarks, or trade secrets.
8. NO WARRANTY AND NO SUPPORT.
NO WARRANTY. DISCLAIMER. SPEAKHDL DISCLAIMS ALL WARRANTIES OF ANY KIND AND THE TERMS AND REMEDIES PROVIDED IN THIS AGREEMENT ARE INSTEAD OF ANY OTHER WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THOSE REGARDING MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY WARRANTY ARISING OUT OF ANY COURSE OF DEALING, USAGE OF TRADE, PROPOSAL, SPECIFICATION OR SAMPLE. SPEAKHDL DOES NOT ASSUME (AND DOES NOT AUTHORIZE ANY PERSON TO ASSUME ON ITS BEHALF) ANY LIABILITY.
No Support; Priority Support. SpeakHDL may make changes to the Materials, or to items referenced therein, at any time without notice, but is not obligated to support, update or provide training for the Materials under the terms of this Agreement.
9. LIMITATION OF LIABILITY.
SPEAKHDL WILL NOT BE LIABLE FOR ANY OF THE FOLLOWING LOSSES OR DAMAGES (WHETHER SUCH LOSSES OR DAMAGES WERE FORESEEN, FORESEEABLE, KNOWN OR OTHERWISE): (I) LOSS OF REVENUE; (II) LOSS OF ACTUAL OR ANTICIPATED PROFITS; (III) LOSS OF THE USE OF MONEY; (IV) LOSS OF ANTICIPATED SAVINGS; (V) LOSS OF BUSINESS; (VI) LOSS OF OPPORTUNITY; (VII) LOSS OF GOODWILL; (VIII) LOSS OF USE OF THE MATERIALS; (IX) LOSS OF REPUTATION; (X) LOSS OF, DAMAGE TO, OR CORRUPTION OF DATA; OR (XI) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS OF DAMAGE HOWEVER CAUSED (INCLUDING LOSS OR DAMAGE OF THE TYPE SPECIFIED IN THIS SECTION OR OTHERWISE EVEN IF SPEAKHDL ARE EXPRESSLY ADVISED OR AWARE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
ALL CONTENT IS PROVIDED BY SPEAKHDL ON AN “AS IS” BASIS ONLY. THE SPEAKHDL AND PROVIDE NO REPRESENTATIONS, CONDITIONS AND/OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NONINFRINGEMENT.
SpeakHDL reserve the right to investigate complaints or reported violations of this Agreement and to take any action they deem appropriate including, without limitation, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information.
SpeakHDL reserve the right to seek all remedies available at law and in equity for violations of this User Agreement, including but not limited to the right to block access from a particular Internet address or account holder to this Web site.
10. USER SUBMISSIONS
.
Should you provide SpeakHDL with comments, modifications, corrections, enhancements or other input (“Feedback”) related to the Materials, SpeakHDL will be free to use, disclose, reproduce, license or otherwise distribute or exploit the Feedback in its sole discretion without any obligations or restrictions of any kind, including without limitation, Intellectual property rights or licensing obligations. If You wish to provide SpeakHDL with information that You intend to be treated as confidential information, SpeakHDL requires that such confidential information be provided pursuant to a non-disclosure agreement (“NDA”); please contact Your SpeakHDL representative to ensure the proper NDA is in place.
11. TERM AND TERMINATION.
This Agreement becomes effective on the date You accept this Agreement and will continue until terminated as provided for in this Agreement. This Agreement will terminate if You are in breach of any of its terms and conditions. Upon termination, You will promptly destroy the Materials and all copies.
12. GENERAL PROVISIONS.
ENTIRE AGREEMENT. This Agreement contains the complete and exclusive agreement and understanding between the parties concerning the subject matter of this Agreement, and supersedes all prior and contemporaneous proposals, agreements, understanding, negotiations, representations, warranties, conditions, and communications, oral or written, between the parties relating to the same subject matter. Each party acknowledges and agrees that in entering into this Agreement it has not relied on, and will not be entitled to rely on, any oral or written representations, warranties, conditions, understanding, or communications between the parties that are not expressly set forth in this Agreement. The express provisions of this Agreement control over any course of performance, course of dealing, or usage of the trade inconsistent with any of the provisions of this Agreement. The provisions of this Agreement will prevail notwithstanding any different, conflicting, or additional provisions that may appear on any purchase order, acknowledgement, invoice, or other writing issued by either party in connection with this Agreement.
MODIFICATION. No modification or amendment to this Agreement will be effective unless in writing and signed by authorized representatives of each party; except that SpeakHDL may make changes to this Agreement as it distributes new versions of the Materials. When changes are made, SpeakHDL will make a new version of the Agreement available on its website and Apps. If You received a copy of this Agreement translated into another language, the English language version of this Agreement will prevail in the event of any conflict between versions.
GOVERNING LAW, JURISDICTION, AND VENUE. All disputes arising out of or related to this Agreement, whether based on contract, tort, or any other legal or equitable theory, will in all respects be governed by, and construed and interpreted under, the laws of the United States of America and the State of Maryland, without reference to conflict of laws principles. All disputes arising out of or related to this Agreement, whether based on contract, tort, or any other legal or equitable theory, will be subject to the exclusive jurisdiction of the courts of the State of Maryland or of the Federal courts sitting in that State. Each party submits to the personal jurisdiction of those courts and waives all objections to that jurisdiction and venue for those disputes.
SEVERABILITY. The parties intend that if a court holds that any provision or part of this Agreement is invalid or unenforceable under applicable law, the court will modify the provision to the minimum extent necessary to make it valid and enforceable, or if it cannot be made valid and enforceable, the parties intend that the court will sever and delete the provision or part from this Agreement. Any change to or deletion of a provision or part of this Agreement under this Section will not affect the validity or enforceability of the remainder of this Agreement, which will continue in full force and effect.
13. CONTACT US
For any question concerning this Agreement, you may contact SpeakHDL at the following address:
Email: support@speakhdl.com