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Altera Program License Subscription Agreement

PLEASE REVIEW THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE PROVIDED TO YOU ON DVD, VIA A WEB-SITE, OR ON ANOTHER MEDIUM OR THROUGH ANOTHER DELIVERY MECHANISM. BY INSTALLING OR USING THIS SOFTWARE OR PAYING A SUBSCRIPTION FEE, YOU INDICATE YOUR ACCEPTANCE OF SUCH TERMS AND CONDITIONS, WHICH CONSTITUTE THE LICENSE AGREEMENT (“AGREEMENT”) BETWEEN YOU AND ALTERA CORPORATION OR THE ALTERA CORPORATION SUBSIDIARY FROM WHICH YOU HAVE ACQUIRED THIS LICENSE (COLLECTIVELY “ALTERA”). HOWEVER, THIS SOFTWARE MAY CONTAIN PARTICULAR COMPONENTS, FILES OR PORTIONS WHICH ARE SUBJECT TO SEPARATE LICENSE AGREEMENTS WITH DIFFERENT TERMS AND CONDITIONS. IN EACH SUCH CASE, THE APPLICABLE TERMS AND CONDITIONS ARE SET FORTH IN A FILE (CALLED “LICENSE.TXT”) IN A SEPARATELY MARKED SECTION, WHERE TERMS AND CONDITIONS SET FORTH EXCLUSIVELY GOVERN THE NAMED COMPONENTS. IN THE EVENT THAT YOU DO NOT AGREE WITH ANY OF THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, COPY, INSTALL OR USE THIS SOFTWARE; IF YOU HAVE RECEIVED A COPY ON DVD OR ANOTHER MEDIUM, PLEASE PROMPTLY RETURN THE SOFTWARE UNUSED TO ALTERA.

IF YOU WISH TO PRINT OUT THIS PROGRAM LICENSE SUBSCRIPTION AGREEMENT, YOU SHOULD HIGHLIGHT THIS TEXT, RIGHT-CLICK, SELECT “COPY” THEN “PASTE” IT INTO A DOCUMENT IN YOUR WORD PROCESSING PROGRAM.

  1. Definitions: Licensed Program means whichever features of the software are enabled by the software protection mechanism corresponding to the configuration you have licensed. Software means any of the software provided under this Agreement on DVD, via a web-site, or on another medium or through another delivery mechanism, including any non-subscribed or unenabled features thereof, any intellectual property (IP) megafunctions or components provided with the software, except as noted in this paragraph, and any associated user documentation; excepting the portions identified in particular files which components are subject to the applicable license agreement(s) set forth therein. Intellectual property (IP) megafunctions or components means one or one or more design files, including encrypted net lists, RTL, test vectors, simulation models (such as VHDL, Verilog HDL, Quartus simulation, Matlab, Simulink, Verisity Specman, Synopsys Vera, etc.), and other models, which may be provided either as unencrypted source code, obfuscated source code or in encrypted netlist or encrypted source code format, that are designed to implement or support the design of at least one logic function into an Altera Device. IP megafunctions or components include any updates thereto or modified versions thereof as may be provided by Altera, in its sole and absolute discretion, to you under this Agreement. IP megafunctions or components, as defined in this Agreement, do not include any software or design files for any MegaCore® Functions (including the Nios® II embedded processor) distributed by Altera, which are covered by a separate MegaCore® Function License Agreement. Support means any services provided to you by Altera, its subsidiaries, distributors, and sales representatives in responding to email, telephone or other inquiries from you for maintenance, technical, or other support.

  2. License to the Licensed Program: By this Agreement, ALTERA grants to you a non-exclusive license to use the Licensed Program (and any updates thereof for which you have paid a subscription fee) on the terms and conditions outlined in this Agreement. Any features for which you have not paid a subscription fee or any other unenabled features of the Licensed Program (unless ALTERA provides a software protection enabling key or code for such unenabled features) are unlicensed and you agree not to use or access such features. Certain licenses to the Licensed Program are time limited, to the extent designated by ALTERA and as may be set forth in the feature line license key that is issued, and will automatically time-out at the end of the designated period.

     

    The source code of the Software, and the algorithms, concepts, techniques, methods and processes embodied therein, constitute trade secrets and confidential and proprietary information of ALTERA and its licensors, and LICENSEE shall not access or use such trade secrets and information in any manner, except to the extent expressly permitted herein. ALTERA and its licensors retain all title, copyright, patent and other proprietary rights therein. LICENSEE agrees not to remove or obscure any copyright, trademark or patent notices found in or on any user documentation or the Software.

    Pursuant to this Agreement, you may: (a) use the Licensed Program on a single computer (or, if you have purchased a floating node license, the number of concurrent users for which you have obtained licenses from ALTERA may use the Licensed Program on networked workstations); (b) use the Licensed Program for the sole purpose of creating, simulating, verifying, placing and routing, and programming designs on logic devices manufactured by ALTERA and sold by ALTERA or its authorized distributors, although if you have obtained the Licensed Program through Altera’s University Program or obtained a Student Version, you are only permitted to use the Licensed Program for educational and academic purposes only and expressly excluding any commercial purposes; (c) you may only use simulation model output files generated by the “Simgen” feature of the Licensed Software for simulation purposes and expressly not for synthesis or any other purposes; (d) make one copy of the Licensed Program in any computer-readable or printed form for back-up or archival purposes or as otherwise permitted under this Agreement; and (e) modify the Licensed Program and/or merge it into another program solely in order to facilitate the management of software licensing controls of the Licensed Program and third party software licensed using Flex LM software, provided all intellectual property notices including copyright and restricted rights notices appearing on the Licensed Program are included on any such copy, modification, or portion merged or combined with the other program. Any copy or portion of the Licensed Program merged into another program will continue to be subject to the terms and conditions of this Agreement. Your end customers may use ALTERA programmable logic devices that have been programmed with the Licensed Program.

    The Licensed Program may be transferred to another party provided the other party agrees to accept the terms and conditions of this Agreement and you notify ALTERA in writing of the identity of the transferee. If you transfer the Licensed Program, you must at the same time either transfer all copies, whether in printed or computer-readable form, to the same party or destroy any copies not transferred, including all portions of the Licensed Program contained or merged into another program, and certify the same to ALTERA. If you have purchased a floating node license as provided above, you may also copy the Licensed Program onto another computer (or access it through networked workstations) for use by another person or persons within your company only; provided that all users agree to accept the terms and conditions of this Agreement.

    YOU MAY NOT USE, COPY, MODIFY, DISTRIBUTE OR TRANSFER THE SOFTWARE OR ANY COPY, OR MERGED OR COMBINED PORTION THEREOF, IN WHOLE OR IN PART, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT. IF YOU TRANSFER POSSESSION OF ANY COPY, OR MERGED OR COMBINED PORTION OF THE SOFTWARE, TO ANOTHER PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN, YOUR LICENSE IS AUTOMATICALLY TERMINATED. YOU MAY NOT DECOMPILE, DISASSEMBLE, REVERSE ENGINEER OR OTHERWISE ATTEMPT TO ACCESS THE SOURCE CODE OF THE SOFTWARE OR REDUCE IT TO A HUMAN READABLE FORM; PROVIDED, HOWEVER, THAT IF YOU ARE LOCATED IN A MEMBER NATION OF THE EUROPEAN COMMUNITY OR OTHER JURISDICTION THAT PERMITS LIMITED REVERSE ENGINEERING, YOU MAY PERFORM LIMITED REVERSE ENGINEERING, BUT ONLY AFTER GIVING NOTICE TO ALTERA AND ONLY TO THE EXTENT PERMITTED BY THE EC SOFTWARE DIRECTIVE OR OTHER APPLICABLE LAW. YOU MAY NOT PUBLISH OR DISCLOSE THE RESULTS OF ANY BENCHMARKING OF THE SOFTWARE, OR USE SUCH RESULTS FOR YOUR OWN COMPETING SOFTWARE DEVELOPMENT ACTIVITIES, WITHOUT THE PRIOR WRITTEN PERMISSION OF ALTERA.

    If you have paid a subscription fee, ALTERA shall, but only until the date through which you have purchased an valid subscription, provide you with fixes and other updates to the Licensed Program that ALTERA chooses to make generally available to its customers who have paid a subscription fee; and use commercially reasonable efforts to respond by telephone or email to inquiries from you for technical or other Support regarding the Software. Any information collected by ALTERA from you pursuant to any requests from you for Support, including design files compiled using the Software and provided by you to ALTERA for design assistance, enhancement and troubleshooting, may be used internally at ALTERA for the purpose of improving the future versions of the Software and other future products. Any such information will not be disclosed by ALTERA to any third parties other than its subsidiaries, its distributors and sales representatives and to the company on behalf of whom you are using the Software (collectively, Partners). ALTERA shall exercise reasonable efforts to maintain the confidentiality of the information.

  3. Altera’s Licensors: The Software may contain or be derived from portions of code and documentation provided by third parties (“Licensors”) who may include, without limitation, Sun Microsystems, Inc.; The Regents of the University of California; Softel vdm; Verific Design Automation, Inc.; and Compass Design Automation, Inc. under license to ALTERA. ALTERA has assumed responsibility for the selection of such code and documentation and its use in producing and licensing the Licensed Program. LICENSORS DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES AND CONDITIONS WITH RESPECT TO THE USE OF SUCH CODE OR DOCUMENTATION IN THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. LICENSORS DISCLAIM ALL LIABILITY FOR DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, AND CONSEQUENTIAL DAMAGES, SUCH AS EXPENSES, RECALL COSTS, BUSINESS INTERRUPTION DAMAGES, LOSS OF OR DAMAGE TO INFORMATION, LOST PROFITS, LOST SAVINGS, OR OTHER DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE.

  4. Term: The license is effective until terminated. You may terminate it at any time by destroying the Software together with all copies, modifications, and merged portions thereof in any form. It will also terminate upon conditions set forth elsewhere in this Agreement or if you fail to comply with any term or condition of this Agreement. You agree upon such termination to destroy the Software together with all copies, and merged or combined portions thereof in any form and certify

  5. Limited Warranty and Remedies: For a period of ninety (90) days from the date of your first receipt from ALTERA of the software protection code or key to enable the Licensed Program, ALTERA warrants that (a) the Software will perform substantially in accordance with ALTERA’s current program documentation, if used in compliance with the terms of this Agreement, and (b) the DVD, if any, on which the Software is furnished will be free from defects in materials and workmanship under normal use. This warranty is limited to you and is not transferable.

     

    During the 90-day warranty period, (1) ALTERA will replace any Software or DVD not meeting the foregoing warranty and which is returned to ALTERA or an authorized ALTERA distributor (“Authorized Distributor”) with adequate proof of purchase; or (2) if ALTERA or the Authorized Distributor is unable to deliver replacement Software which performs substantially in accordance with current program documentation or a DVD which is free of defects in materials or workmanship, you may terminate this Agreement by returning the Software, and your money will be refunded. Any replacement Software or DVD will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.

    THE FOREGOING WARRANTY DOES NOT EXTEND TO ANY DVD THAT HAS BEEN DAMAGED AS A RESULT OF ACCIDENT, MISUSE, ABUSE, OR AS A RESULT OF SERVICE OR MODIFICATION BY ANYONE OTHER THAN ALTERA OR AN AUTHORIZED DISTRIBUTOR.

    EXCEPT AS EXPRESSLY SET FORTH ABOVE, NO OTHER WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO THE SOFTWARE OR SUPPORT PROVIDED BY ALTERA OR ITS PARTNERS, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND WARRANTIES OR CONDITIONS OF TITLE AND NONINFRINGEMENT, AND ALTERA EXPRESSLY DISCLAIMS ALL WARRANTIES NOT STATED HEREIN. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU AND NOT ALTERA OR AN AUTHORIZED DISTRIBUTOR SHALL ASSUME THE ENTIRE COST OF NECESSARY SERVICING, REPAIR, OR CORRECTION. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you in full, but shall be interpreted to apply to the maximum extent permissible under applicable law.

    ALTERA DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ALSO ASSUME RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE, AND RESULTS OBTAINED FROM THE SOFTWARE.

    YOUR SOLE REMEDIES AND ALTERA’S ENTIRE LIABILITY ARE AS SET FORTH ABOVE. IN NO EVENT WILL ALTERA BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DAMAGES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EXPENSES, RECALL COSTS, BUSINESS INTERRUPTION DAMAGES, LOSS OF OR DAMAGE TO INFORMATION, LOST PROFITS, LOST SAVINGS, OR OTHER DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR ANY SUPPORT PROVIDED BY ALTERA OR ITS PARTNERS. Some jurisdictions do not allow the limitation or exclusion of special, incidental or consequential damages, so the above limitations or exclusions may not apply to you in full but shall be interpreted to apply to the maximum extent permissible under applicable law.

    THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. To the extent that the Software is derived from third-party software, no such third party warrants the Software, assumes any liability regarding use of the Software or undertakes to furnish you any support or information relating to the Software.

  6. Representations: ALTERA has the right to enter into this Agreement. With the exception of any portion of the Software that is licensed by ALTERA from its Licensors, the Software is proprietary to ALTERA.

  7. General: Under no circumstances shall ALTERA be liable to any party in an amount beyond the greater of ten dollars or the license fee paid by you or your employer to ALTERA for the Licensed Program, Software, or Support covered by this Agreement. You may not sublicense, assign, or transfer the license, the Software, or disclose any trade secrets embodied in the Software, except as expressly provided in this Agreement. Any attempt otherwise to sublicense, assign, or transfer any of the rights, duties, or obligations hereunder is void and shall automatically terminate this license. You agree not to knowingly, directly or indirectly, without prior written consent, if required, of the Office of Export Administration of the US Department of Commerce, Washington D.C. 20230, export or transmit any of the Software, or any direct product thereof, to any country to which such transmission is restricted by applicable regulations or statutes.

     

    This Agreement is entered into for the benefit of ALTERA and its Licensors, and all rights granted to you and all obligations owed to ALTERA shall be enforceable by ALTERA and its Licensors. No modification of this Agreement will be binding unless in writing and signed by authorized representatives of each party. If any of the provisions of this Agreement are held to be in violation of applicable law, void or unenforceable, then such provisions are herewith waived or amended to the extent necessary for the Agreement to be otherwise enforceable. If you have any questions concerning this Agreement, including software maintenance or warranty service, you should contact Altera Corporation, 101 Innovation Drive, San Jose, CA 95134.

    This Agreement will be governed by the laws of the State of California, United States of America. You agree to submit to the exclusive jurisdiction of the courts in the County of Santa Clara, State of California for the resolution of any dispute or claim arising out of or relating to this Agreement. The prevailing party in any legal action or arbitration arising out of this Agreement shall be entitled to reimbursement for its expenses, including court costs and reasonable attorneys’ fees, in addition to any other rights and remedies such party may have.

    BY INSTALLING OR USING THE SOFTWARE OR BY PAYING A SUBSCRIPTION FEE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND ALTERA WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND ALTERA RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

  8. U.S. Government Restricted Rights: The Programs and any accompanying documentation are commercial products. Use, duplication, release, modification, transfer or disclosure thereof by the U.S. Government is subject to restrictions as set forth in subparagraph (c) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of Commercial Computer Software--Restricted Rights at 48 FAR 52.227-19, as applicable, or in similar or successor clauses

  9. TalkBack Feature Notice : The TalkBack feature, included with the Licensed Program(s), enables ALTERA to receive limited information concerning the Licensed Program(s) that you use and your compilation of logic designs (but not the logic design files themselves) using the Licensed Program(s). One of the primary purposes of the TalkBack feature is to assist ALTERA in understanding how its customers use the Licensed Program(s) and ALTERA’S other products, so more effort can be placed on improving the features most important to users. To disable/enable the TalkBack feature, run qtb_install.exe located in your quartus/bin folder.
    Information Collected

    The only information that ALTERA will receive through the TalkBack feature is the information listed below. No design files will be collected or transmitted through the TalkBack feature.

    Logic design compilation information regarding the following categories will be collected: constraints (e.g., location assignments, clock and timing requirement and assignments, any constraints set via the Quartusâ II graphical user interface), device (e.g., targeted device and family), compilation (e.g., device, memory and I/O utilization, time of compilation), design (e.g., the number of each type of file used and name of top file, intellectual property cores/Megacore® logic functions used), software tools (e.g., synthesis, simulation and timing analysis tools used and version and build of the Licensed Program(s)), platform (e.g., operating system, speed and number of processors and main memory), license file identification number (T-Guard, host ID, NIC ID or C: drive), graphical user interface activities and software errors log (e.g., previous exit status).

    Transmission of Information

    The TalkBack feature functions by bundling the collected information resulting from your installation and/or execution of the Licensed Program(s) and each logic design compilation and writing it to XML files which are transmitted to ALTERA’S external web server by https (hypertext transfer protocol secure) post.

    The TalkBack feature will only maintain up to fifteen (15) files at any given time, i.e., the last five (5) sent files and up to ten (10) unsent files. As new files are created, prior files (whether or not previously transmitted) will be deleted. Each saved file will be less than 500 KB in size and can be viewed as text files found in your temporary directory on your hard drive (typically in /tmp, c:/temp, or c:\documents and setting\username\local settings\temp).

    If an https post transmission fails, or an internet connection is not available at the time of installation, execution or compilation, the information is stored as an XML file. Once an internet connection is achieved by you, the https post transmission will again be attempted upon a successful compilation. The TalkBack feature will not initiate an internet connection. Files that have not been successfully transmitted will be named “quartus_talkback*.xml”, while successfully transmitted files will be renamed as “sent_quartus_talkback*.xml.”

    The collection and bundling of information by the TalkBack feature will not materially affect the installation, compilation time or the performance of the Licensed Program(s).

    ALTERA uses reasonable efforts to maintain the privacy of the transmitted information. However, due to technological limitations, and the risk of unlawful interceptions and accessing of transmissions and/or data, ALTERA cannot completely assure you, and you should not expect, that the information will be absolutely protected or confidential. Once received, the transmitted information is protected from outside ALTERA by “firewalls.”

    Should you attempt to tamper with or modify any installation of the Licensed Program(s) in any way (other than as permitted herein or by your license), ALTERA does not take any responsibility regarding the operation of the TalkBack feature, or the collection and transmission of data as described herein.

    Non-Disclosure of Information Collected; Use of Information

    The information collected by the TalkBack feature will not be disclosed by ALTERA to any third parties other than its subsidiaries and the company on behalf of whom you are using the Quartus II software (collectively, Partners) . Once the collected data is received by ALTERA within their firewall, ALTERA may correlate the data collected by the TalkBack feature to determine the identity of the user and utilize this information internally only on a confidential basis. ALTERA also seeks to require its Partners to exercise reasonable efforts to maintain the confidentiality of the information.

    The information collected by the TalkBack feature will only be used by ALTERA and its Partners for marketing and sales research , product planning and software development purposes (for example, solving software problems, optimizing software processing and designing future products to your needs). This information will not be used to send you any sales and marketing communications, and ALTERA will only send you such information if you have previously provided your consent to receive such communications. If you do not wish to receive sales and marketing communications, you may contact webmaster@altera.com. In that case, we will use reasonable efforts to promptly remove you from such lists.

    EUROPEAN USERS OF THE LICENSED PROGRAM(S): Please note that the TalkBack feature will collect and provide certain personally identifiable information to ALTERA. By agreeing to this Program Subscription License Agreement, you hereby give your consent for ALTERA to use this information both within and outside of the European Union for the purposes described in this TalkBack disclosure notice.

    Access To Information By ISPs
    Through the https post procedure, your and ALTERA’s Internet Service Providers will also receive the information collected by the TalkBack feature. However, ALTERA’S ISP does not disclose, share, release, publish, disseminate, rent or sell any of the information to any third parties. You should contact your ISP to determine their disclosure policies.

    Required Disclosures

    In addition to the permitted disclosures described herein, and regardless of anything herein to the contrary, ALTERA may disclose personally identifiable information (collected by the TalkBack feature and correlated to users), with or without prior notice, when ALTERA believes that the law requires it, in response to subpoenas or at the demand of governmental agencies, to protect its systems or business, or to respond to an emergency.

    Assignment

    ALTERA reserves the right to transfer any and all information collected by the TalkBack feature from users of the Licensed Program(s) to a third party in the event that it sells or transfers substantially all of its assets related to the Licensed Program(s) to such third party.

    Disabling/Enabling

    You may disable/enable the TalkBack feature at any time by running qtb_install.exe located in your quartus/bin folder.

Altera Program Subscription License Agreement © 2009 Altera Corporation. All rights reserved. Quartus is a registered trademark of Altera Corporation in the US and other countries.

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REV. 10/2009