Download Agreement ("Agreement") for IP-XACT Specification Documentation, XML Schema, Semantic Checker, and SystemRDL (all being "Specifications" as defined below)
THE SPECIFICATION YOU ARE ABOUT TO DOWNLOAD CONTAINS NON-CONFIDENTIAL PROPRIETARY MATERIAL AND IS PROVIDED TO YOU BY THE SPIRIT CONSORTIUM SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, THE CONSORTIUM IS UNWILLING TO LICENSE THE SPECIFICATION TO YOU OR GRANT ANY OF THE LICENSES SET OUT BELOW, AND YOU MAY NOT DOWNLOAD, USE OR COPY THE SPECIFICATION.
1. Subject to all the terms of this Agreement, The SPIRIT Consortium hereby grants to You a perpetual, non-exclusive, non-transferable, royalty-free, worldwide license, under all Essential IP to the extent that it is owned, controlled or outwardly licensable by The SPIRIT Consortium, solely to copy the Specification and to make, have made, develop, use, sell or otherwise dispose of products that conform fully with all relevant portions of the Specification.
2. You agree that You shall not assert any right in any Essential IP owned or controlled by You, against the use of the Specification by the SPIRIT Consortium or any third party solely for the purpose of copying, making, having made, developing, using, supplying, selling or otherwise disposing of products that conform fully with all relevant portions of the Specification. You represent and warrant that You have sufficient authority to agree to the terms of this Agreement on behalf of Yourself and each of Your Affiliated Companies.
3. Except as specifically licensed in accordance with Clause 1 of this Agreement, You acquire no right, title or interest in any technology of The SPIRIT Consortium or its members, or any intellectual property embodied therein. In no event shall the license granted in Clause 1 of this Agreement be construed as granting You, expressly or by implication, estoppel or otherwise, a license to use any technology except the Specification. No right is granted to You to sublicense the rights granted to You under this Agreement except to the extent of any implied sublicense of Essential IP granted as a necessary part of Your supplying, selling or otherwise disposing of products under this Agreement.
4. Except as expressly permitted by the terms of any instruction in the Specification in order to make, have made, develop or use products under this Agreement, no right is granted to You under this Agreement to adapt, alter, transform, or modify the Specification or otherwise create a derivative work based upon the original Specification.
5. Subject to all the terms of this Agreement, the SPIRIT Consortium hereby grants to You a perpetual, non-exclusive, non-transferable, royalty-free, worldwide license to use the SPIRIT Consortium's IP-XACT(TM) logo (the "Logo") in connection with the promotion, sale and supply of products under this Agreement, provided that such use is only in accordance with any current Logo usage guidelines that the SPIRIT Consortium may publish on its website or otherwise make available to You.
6. Except as specifically licensed in accordance with Clause 5 of this Agreement, no license, express, implied or otherwise, is granted to You, under this Agreement, to use the SPIRIT Consortium's name, logos, or trademarks in connection with any Specification or any products based thereon, or otherwise. Nothing in this Agreement shall be construed as authority for You to make any representations on behalf of the SPIRIT Consortium or any third party in respect of the Specification.
7. USE OR IMPLEMENTATION OF THE SPECIFICATION MAY REQUIRE USE OF SUBJECT MATTER COVERED BY PATENT RIGHTS. NO POSITION IS TAKEN BY THE SPIRIT CONSORTIUM WITH RESPECT TO THE EXISTENCE OR VALIDITY OF ANY PATENT RIGHTS IN CONNECTION THEREWITH. THE SPIRIT CONSORTIUM SHALL NOT BE RESPONSIBLE FOR IDENTIFYING PATENTS FOR WHICH A LICENSE MAY BE REQUIRED BY THE SPECIFICATION, NOR FOR CONDUCTING INQUIRIES INTO THE LEGAL VALIDITY OR SCOPE OF ANY PATENTS THAT ARE BROUGHT TO ITS ATTENTION.
8. THE SPECIFICATION IS PROVIDED "AS IS" AND ANY WARRANTIES EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF SATISFACTORY QUALITY, MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED.
9. IN NO EVENT SHALL THE SPIRIT CONSORTIUM BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), OR OTHERWISE ARISING IN ANY WAY OUT OF THE USE OF THE SPECIFICATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
10. Acceptance and Termination. If, at any time, You expressly assented to this Agreement, that assent indicates your clear and irrevocable acceptance of this Agreement and all of its terms and conditions. This Agreement conditions your rights to undertake the activities listed in Clauses 1 and 5 of this Agreement concerning, respectively, the Specification and the Logo. The rights granted under this Agreement shall terminate immediately and You may no longer exercise any of those rights upon Your intentional failure to honor the terms and conditions of this Agreement. Termination of Your rights under this Clause does not terminate the rights of those to whom you have granted sublicenses under this Agreement in connection with Your supply, sale or other disposition of products under this Agreement.
11. Termination for Patent Action. Any and all rights granted to You under this Agreement shall terminate automatically and You may no longer exercise any of those rights as of the date You commence an action, including a cross-claim or counterclaim, against the SPIRIT Consortium or any third party alleging that the Specification infringes a patent. . Termination of Your rights under this section does not terminate the rights of those to whom you have granted sublicenses under this Agreement in connection with Your supply, sale or other disposition of products under this Agreement.
12. Jurisdiction, Venue and Governing Law. This Agreement shall be governed by and interpreted and construed under the laws of the State of California. Any disputes arising that cannot be resolved amicably shall be settled finally by the state and federal courts of the State of California.
13. Attorneys' Fees. In any action to enforce the terms of this Agreement or seeking damages relating thereto, the prevailing party shall be entitled to recover its costs and expenses, including, without limitation, reasonable attorneys' fees and costs incurred in connection with such action, including any appeal of such action.
14. Miscellaneous. If any provision of this Agreement is held to be unenforceable or invalid, it shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and shall not invalidate the rest of this Agreement, which shall remain in effect according to its terms.
15. In this Agreement, the following defined terms have the following meanings:
15.1 "Affiliated Company" means any legal corporate entity of which more than fifty percent (50%) of the voting shares (or similar voting rights), are owned or controlled, directly or indirectly by You or Your ultimate parent company. Any such legal entity shall be considered to be an Affiliated Company only for so long as such control exists.
15.2 "Essential IP" means any Intellectual Property Rights that would necessarily be infringed by implementation of the Specification in that there is no technically feasible non-infringing alternative for implementing the relevant portions of the Specification; however the following shall not be deemed to constitute Essential IP; (i) a patent claim not necessarily infringed by implementation of the Specification even if contained in the same patent as Essential IP; (ii) patent claims which would be infringed only by; (a) a portion of an implementation that is not required by the Specification, as applicable; (b) any enabling technologies that may be necessary to make or use any product or portion thereof that complies with the Specification, as applicable, but is not itself expressly set forth in the Specification, as applicable (e.g., semiconductor manufacturing technology, compiler technology, object oriented technology, basic operating system technology, and the like); (c) the implementation of other published specifications or technology developed outside the framework of the Consortium and merely incorporated by reference in the body of the Specification, as applicable; and (d) an optional implementation example contained in the Specification, as applicable.
15.3 "Intellectual Property Rights" means (i) all patents, industrial designs, utility models, utility certificates, certificates of invention, and other indicia of invention ownership (including any such rights granted upon reissue, division, continuation or continuation-in-part applications); (ii) semiconductor mask work rights; (iii) all copyright and all other literary property and author rights, database rights; (iv) rights relating to the protection of trade secrets and confidential information; and (v) any application, registration or renewal of the foregoing, or any right analogous to those set forth herein.
15.4 "Specification" means the document(s) or file(s) You are about to download, comprising a set of definitions, including an XML schema, that allows the packaging/wrapping of design modules to be independent from specific system development tools, languages or architectures and an open standard application programming interface for a common interface for a tool framework for the development flow of integrated circuits and systems, as published by the Consortium. "Specification" shall not mean, as defined in this Clause 9.4; (i) Functional IP in either analog or digital forms, including but not limited to hardware or software implementations of either a Cell-based Integrated Circuit, an Array-based Integrated Circuit, a Platform-based Integrated Circuit, or a Custom ASIC; (ii) a specific connectivity architecture for an Integrated Circuit, including but not limited to a switching fabric, interconnect between cells that is synchronous, asynchronous or isochronous, FPGA-based, or relies on communication protocols including but not limited to such protocols as 8B/10B, GXS, XUAI or FibreChannel; or (iii) specific Integrated Circuit manufacturing processes, including but not limited to Silicon-On-Insulator technology, FlipChip packaging technology, copper damascene process technology, and low-k technology. In this Clause 9.4; "Array-based Integrated Circuit" means an Integrated Circuit fabricated using gate arrays or structured arrays where the transistors are prefabricated on the silicon and the design logic is defined by connecting the transistors to generate a wiring pattern to interconnect such gate arrays or structured arrays into a desired Integrated Circuit; "Cell-based Integrated Circuit" means an Integrated Circuit fabricated using one or more cells, megacells, megafunctions and cell libraries to generate a wiring pattern to implement the design logic to provide a desired Integrated Circuit that has functionality customized for a particular customer; "Custom ASIC" means an Integrated Circuit designed to meet only the application requirements for a particular customer by executing a particular application or function as defined by that particular customer, and not for executing general-purpose or multiple applications or functions (including microprocessors or chipsets), and whose functionality is defined by a particular customer for that Integrated Circuit; "Integrated Circuit" means an integrated unit comprising one or more active and/or passive circuit elements associated on one or more substrates, such unit forming, or contributing to the formation of, a circuit for performing electrical functions (including, if provided therewith, housing and/or supporting means); "Platform" shall mean an interim Integrated Circuit of general applicability that is defined by design logic incorporated into a partially processed silicon wafer; and "Platform-based Integrated Circuit" shall mean an Integrated Circuit of less than general applicability that is fabricated from a Platform modified during the final manufacturing phase of the Integrated Circuit.
15.5. "The SPIRIT Consortium" means The SPIRIT Consortium Inc., a California Mutual Benefit Corporation.
15.6. "You" and "Your" means an individual or a legal entity exercising rights under, and complying with all of the terms of, this Agreement. For legal entities, "You" includes all Affiliated Companies, officers, directors, representatives, agents, successors-in-interest, and any person acting on behalf of that legal entity.
15.7. The singular includes the plural and the plural includes the singular; "and" and "or" shall be construed inclusively rather than exclusively; the term "person" includes both a legal entity and an individual.
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