An end user agreement, also known as an end-user license agreement or EULA, is a contract that regulates the relationship between a software developer and a software user. An end user agreement establishes that while the user has purchased the software from an intermediary vendor or retailer or downloaded from the internet, the user actually buys or rents the use of the product within specified limits, not ownership of the software from the developer. Such an agreement protects the copyright ownership and the intellectual property rights of the software developer.
Below is a list of common sections included in End User Agreements. These sections are linked to the below sample agreement for you to explore.
Artisan Components End User License Agreement
For Standard Cells, I/Os and Memory Generators
Optimized For [Foundry] Processes
Artisan Components, Inc.
141 Caspian Court
Sunnyvale, CA 94089
License Agreement No.
Licensee’s Main Contact
Licensee’s Contact for Section 2.3 Quarterly Reporting
Products To Be Licensed: Standard Cell Library, Memory Generators and I/O Cells for the [Foundry ] processes.
Ship-To Address (if different from above):
Licensee elects to obtain Support: (yes) or (no). If yes, complete and attach the AccessFirst Support Agreement, AccessBasic Support Addendum, or AccessCustom Support Addendum, as applicable.
This First Page and the attached Artisan Components End User License Agreement Terms and Conditions make up a binding agreement between Licensee and Artisan. The effective date of this Agreement is the date last signed below (“Effective Date”).
Accepted and Agreed To:
PLEASE COMPLETE ALL OF THE ABOVE, HAVE AN AUTHORIZED REPRESENTATIVE OF YOUR COMPANY SIGN TWO COPIES OF THIS COMPLETED AGREEMENT, AND SEND THE TWO SIGNED COPIES TO THE ABOVE ARTISAN COMPONENTS ADDRESS, ATTENTION: END USER LICENSES.
Artisan Components End User License Agreement Terms and Conditions
| 1. | Definitions: |
1.1 “ Back-End Views ” means the library element physical design and related documentation deliverables, whether in object code, reconfigurable binary, ASCII data, binary data, or any other form. Typically each Product delivered hereunder will come with a list identifying the Back-End Views deliverables, and such deliverables will typically include GDS II and SPICE.
1.2 “ Front-End Views ” means the library element timing, simulation models, logical symbols, floor planning abstracts and related documentation deliverables. Typically each Product delivered hereunder will come with a list identifying the Front-End Views deliverables, and such deliverables will typically include Verilog files.
1.3 “ Product(s) ” means the Product(s) identified on the first page of this Agreement, and any Products added to this Agreement per a request by Licensee pursuant to (a) an addendum to this Agreement signed by both parties; or (b) an e-mail from an authorized representative of the Artisan End User Group sent to Licensee’s Main Contact that references the License Agreement Number of this Agreement. Where applicable, each Product licensed hereunder will consist of both Front-End Views and Back-End Views.
1.4 “ Foundry ” means .
1.5 “ Confidential Information ” means (a) the Products and (b) the confidential or proprietary information delivered under this Agreement except for information which (i) was known to recipient at the time of disclosure; (ii) is or becomes publicly available without fault of recipient; and (iii) is lawfully obtained by recipient from a third party without confidentiality restriction.
1.6 “ Part Number ” means a unique alphanumeric sequence used by Licensee and Foundry for ordering and tracking Licensee’s integrated circuit designs through the Foundry manufacturing and/or delivery processes. “Part Number” includes any prefixes or suffixes that indicate the current revision or version of a particular IC design. If Licensee does not use a sequence for ordering and tracking integrated circuits that meets the preceding definition of “Part Number,” then this definition shall be deemed to include whatever sequence, designation or system is in use by Licensee.
2.1 License Grant . Artisan grants Licensee a non-exclusive, non-transferable license to use the Products internally solely to design and layout integrated circuits for manufacture at Foundry’s manufacturing facilities. To the extent elements of the Products are intended to be, and are made, part of any integrated circuits developed using the Products, Artisan further grants Licensee a non-exclusive, non-transferable license to use, import, export, market, offer for sale, sell, and otherwise dispose of such elements solely as part of any such integrated circuits. There is no charge to Licensee for the licenses granted hereunder.
2.2 Limitations . Licensee may not disclose or distribute, except as set forth in Section 2.4, or modify the Products. The manufacture of any integrated circuits containing or based upon any portion of the Products or output from the Products (e.g., memory instances) may occur only at Foundry’s manufacturing facilities. Licensee agrees to ensure that tags identifying the Products as Artisan’s royalty-bearing products will be included in and will not be removed from the integrated circuit database developed using the Products, and further agrees that it shall include, and shall not alter, modify or remove the tagging located at special text layer 63 in the GDSII format. In addition, Licensee shall notify Foundry at the time of submission of a design for manufacturing that Artisan Product(s) have been used in the design. Licensee acknowledges that
(a) its receipt of the Products does not guarantee a business relationship with Foundry, (b) a separate agreement between Foundry and Licensee must be in place to cover foundry services to be provided by Foundry to Licensee, and (c) it has entered, or shall enter, into such separate agreement with Foundry based upon its own judgment and expressly disclaims any reliance upon statements made by Artisan to Licensee, if any, with regards to such separate agreement with Foundry. The Products are Confidential Information of Artisan (and/or its licensors) and, except as set forth in Section 2.4, they may not be disclosed to any third parties and they may be used as authorized hereunder only by Licensee’s employees (and its individual independent contractors working on site at Licensee and who are under a written agreement with Licensee sufficient to ensure compliance with this Agreement) with a need to know in order to design and layout integrated circuits using the Products for eventual manufacture at Foundry’s manufacturing facilities. Certain elements of the Products may be provided in files/data formatted for use with or by certain third party tools/products. No license to any third party tools/products is granted to Licensee by Artisan. Licensee must ensure that it has the necessary licenses and rights to use the third party tools/products necessary to utilize the Products. Licensee may not reverse engineer (except to the extent any prohibition on reverse engineering is not allowed in the jurisdiction in which Licensee is located) any of the Products.
| 2.3 | Material Condition . |
(a) Quarterly Product Usage Reports. As a material condition to the license granted hereunder and to all the benefits to Licensee of this Agreement (including but not limited to Artisan’s indemnification of Licensee pursuant to Section 8 hereof), Licensee must provide quarterly Product usage reporting to Artisan. These quarterly reports must be submitted to Artisan no less frequently than seven (7) days after the end of every calendar quarter indicating the current status of all designs that contain or are based upon any portion of the Products or output from the Products (e.g., memory instances) using the Quarterly Product Usage sheet found at http://www.artisan.com/usage-report.html (a substantially similar example is attached hereto as Exhibit A). Such quarterly reports must identify, by Part Number, each integrated circuit design that was delivered to Foundry during the prior quarter for use in manufacturing integrated circuits. Each quarterly report must include all Part Numbers in wafer fabrication at Foundry during that quarter, regardless of whether or not the Part Number(s) have also been submitted in prior quarters. If Licensee’s designs have not taped out to Foundry at the time a quarterly report is due, Licensee can indicate “in-design” status on the form.
(b) Use of Quarterly Product Usage Reports. Artisan acknowledges the reports delivered by Licensee are the Confidential Information of Licensee or its Affiliates and agrees not to disclose, except to Foundry, (and will cause its employee, agent, or whoever obtain the information hereof not to disclose) the Confidential information of Licensee or its Affiliates without Licensee’s prior written consent. With respect to each such employee, agent or other person to whom Artisan discloses the Confidential Information of Licensee or its Affiliates, Artisan shall be responsible for such party’s compliance with the confidentiality obligations of this Agreement.
(c) Audit. For so long as Licensee has an obligation to provide Quarterly Product Usage Reports and for a period of one (1) year thereafter, Artisan or its designee shall have the right to conduct up to one (1) audit per year of Licensee’s relevant books and records solely to verify (a) status of designs made with the Product, and (b) amounts payable from Licensee to Foundry in connection with the manufacture of designs made with the Product. Such audits may, at Artisan’s discretion, include the use of a third party auditor to audit Licensee’s wafer volume,
in order to correlate such wafer volume information with Foundry. Audits pursuant to this Section shall be conducted (i) with reasonable prior written notice to Licensee, (ii) during normal business hours, (iii) pursuant to a mutually agreed-upon nondisclosure agreement, and (iv) at Artisan’s sole expense.
2.4 Sharing Products With Authorized Recipients . Under one or more programs Artisan authorizes certain service provider, EDA vendors and other third party entities (“Authorized Recipients”) to receive and use certain Artisan Products with and for end users such as Licensee. Artisan will make the names of Authorized Recipients for the Products hereunder known to Licensee via Artisan’s web site or other means. Licensee may disclose/distribute the Products to “Authorized Recipients” and may receive the Products from Authorized Recipients to assist Licensee directly or indirectly with the design and layout of integrated circuits using the Products for eventual manufacture at Foundry’s manufacturing facilities. If Licensee desires to disclose the Products to a third party that is not an Authorized Recipient, Artisan’s prior written consent shall be required and any such consent shall require that such entity be under a restricted use/non-disclosure agreement satisfactory to Artisan (such entity may seek to become an Authorized Recipient with Artisan). If Licensee desires to disclose/share the Products with another existing end user licensee of the Products (i.e., a licensed end user of the Products who is not a service provider, EDA vendor or other service vendor and who is not already an Authorized Recipient), Licensee should first obtain Artisan’s confirmation that such third party is an authorized end user licensee of the Products, and upon such confirmation such end user licensee shall be an Authorized Recipient for the Products as to Licensee. Products shared with an Authorized Recipient remain subject to the terms and conditions of this Agreement.
3. Ownership; No Implied Licenses: Subject to the licenses granted herein to Licensee, Artisan and its licensors retain all rights, title and interest in and to the Products and all patent rights, trademarks, trade secrets, copyrights, and all other proprietary rights therein. Artisan and its licensors reserve all rights not expressly granted to Licensee hereunder. The only licenses granted hereunder are those expressly stated in this Agreement, and there are no implied licenses granted hereunder.
4. Warranty Disclaimer: The Products are being provided hereunder “AS IS.” Licensee may obtain technical support and be eligible for receiving updates to the Products by entering into a support agreement/addendum – concurrently with this Agreement – with Artisan under Artisan’s standard terms and conditions for support. ARTISAN AND ITS LICENSORS DO NOT MAKE ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT RELATING TO THE PRODUCTS OR THIS AGREEMENT, OR ARISING FROM A COURSE OF DEALING, TRADE USAGE OR TRADE PRACTICE, AND ANY AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED.
5. No Support Obligation. Artisan has no obligation under this Agreement to provide technical support to Licensee, and Artisan cannot be held liable to Licensee for the failure to render such support and assistance. Licensee may obtain support pursuant to a separate support agreement/addendum under Artisan’s standard terms, conditions and annual fees for support (a “Support Addendum”). Notwithstanding the foregoing, Artisan may, at its sole option, provide support to Licensee, such as responding to questions regarding the installation and use of the Products submitted via the customer support pages on the Artisan website ( http://www.artisan.com ).
If Artisan chooses to respond to questions from Licensee, such questions will be given a lower priority than questions posed by licensees with an existing Support Addendum with Artisan, and questions posed by Licensee’s Main Contact shall be given priority over questions submitted by others. Subject to this prioritization, Artisan will generally respond to questions submitted via Artisan’s website on a first in, first out basis.
| 6. | Term and Termination: |