NanGate, Inc.
2900 Lakeside Drive, Suite 250
Santa Clara, CA 95054
USA

PROPRIETARY INTELLECTUAL PROPERTY LICENSE AGREEMENT
NANGATE 15NM OPEN CELL LIBRARY

 

IMPORTANT: READ CAREFULLY

This License Agreement covers the “NanGate 15nm Open Cell Library”, in the following referred to as “NANGATE OCL”. By installing, copying or using the NANGATE OCL covered by this Proprietary Intellectual Property License Agreement (Agreement) Licensee accepts and agrees to be bound by the terms and conditions of the Agreement and pay the applicable license fee. If Licensee determines not to accept these terms and conditions, the NANGATE OCL must be uninstalled and all full and partial copies of the NANGATE OCL and related documentation deleted within five days after receipt or download of the NANGATE OCL. If accepted, these terms and conditions are a legal agreement between Licensee and Nangate Inc., a California corporation having a place of business at 2900 Lakeside Drive, Suite 250, Santa Clara, CA 95054, USA (Licensor) (Licensee and Licensor together the Parties).

 

  1. CONDITIONS FOR USE. The NANGATE OCL is intended for use by universities, other research activities, educational programs and industry companies having a need to develop, test or demonstrate EDA tool flows and interoperability between EDA tools, designs or silicon intellectual property. However allowed, the NANGATE OCL is not intended for design or manufacture of real integrated circuits. If you have questions or concerns then please contact NanGate. 
  2. LICENSE TERMS. Permission is hereby granted, based on payment of the applicable fee, to any person or organization obtaining a copy of the NANGATE OCL and accompanying documentation covered by this license to use, reproduce, display, distribute, execute, and transmit the Library.

    The copyright notices in the Library and this entire statement, including the above license grant, this restriction and the following disclaimer, must be included in all copies of the Library, in whole or in part unless such copies or derivative works are solely in the form of machine-executable object code generated by a source language processor. The library has been generated using a non-optimized open PDK and is not suited for any commercial purpose. Measuring or benchmarking the Library against any other library or standard cell set is prohibited. Any meaningful library benchmarking must be done in collaboration with Nangate or other providers of optimized and production-ready PDKs.

    Licensee’s modification or attempted modification of the NANGATE OCL, Licensee’s preparation of a derivative work of the NANGATE OCL, or Licensee’s implementation of corrections, improvements, or revisions to the NANGATE OCL, without the written consent of Licensor, shall be considered a breach of this Agreement and void any Maintenance and Support obligations of Licensor under this Agreement. Licensee is not allowed to make derivative cells in other technologies – commercial or non-commercial – based on cells in the NANGATE OCL. Any and all derivative work shall be the property of NanGate.

    THE LIBRARY IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL THE COPYRIGHT HOLDERS OR ANYONE DISTRIBUTING THE LIBRARY BE LIABLE FOR ANY DAMAGES OR OTHER LIABILITY, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE LIBRARY OR THE USE OR OTHER DEALINGS IN THE LIBRARY.

    NEW RELEASES OF THE NANGATE OCL PROVIDED UNDER MAINTENANCE CAN BE USED ONLY AS A REPLACEMENT FOR EXISTING NANGATE OCL.

    Licensor and its suppliers reserve all rights not expressly granted to Licensee herein.

     

  3. TERM. This Agreement shall be effective upon the date Licensee downloads the NANGATE OCL from the web-site of Licensor or obtains a copy of the NANGATE OCL by any other means. This Agreement shall remain in force until terminated. The Licensee may terminate this Agreement at any time by returning all copies of the NANGATE OCL and documentation to Licensor. Termination of this Agreement by Licensee shall not relieve Licensee of any obligations under this Agreement. Licensor may terminate this Agreement at any time if Licensee breaches any of the terms and conditions of this Agreement. If this Agreement is terminated for any reason, Licensee agrees to certify in writing that all full and partial copies of the NANGATE OCL and related documentation have been returned to Licensor. 
  4. FEES. With the exception of Universities any other organization or company must pay a license fee to use the NANGATE OCL. The license fee (as adjusted from time to time) is a fixed, fully paid up-front and non-refundable fee publicized on www.nangate.com. 
  5. MAINTENANCE. The NANGATE OCL is provided on an “as-is” basis without any maintenance, support or warranty what-so-ever. Support and maintenance can be purchased from NanGate at the discretion of NanGate. Support fees can be found on www.nangate.com. 
  6. TITLE. This Agreement grants Licensee no title or rights of or to ownership in the NANGATE OCL or documentation or any corrections, improvements or revisions furnished under the Maintenance and Support provisions hereof. THIS AGREEMENT DOES NOT INCLUDE THE RIGHT TO SUBLICENSE EXCLUDING THE LICENCEE’S AFFILIATES. 
  7. OFFICIAL LANGUAGE. The Parties agree that the official language of this Agreement is English. Documents or notices not written in English shall have no effect under this Agreement. 
  8. RELIEF. Licensee acknowledges that any violation of this Agreement by Licensee will cause irreparable injury to Licensor, and Licensor shall be entitled to injunctive relief in any court having jurisdiction thereof. 
  9. GOVERNING LAW AND JURISDICTION. This agreement shall be governed by and construed under the laws of the State of California, USA. All disputes arising out of or in relation to this Agreement shall be subject to the exclusive jurisdiction of federal and state courts located in San Jose, California when the laws of California apply, provided, however, that Licensor may elect to bring an action against Licensee in courts located in a judicial district in which Licensee’s place of business is located. The application of law shall be exclusive of conflicts of law principles, and The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. 
  10. GENERAL. This Agreement merges all prior written and oral communications and defines the entire Agreement of the parties concerning the NANGATE OCL. All notices required under this Agreement or pertaining to modifications to this Agreement shall be in writing, including facsimile copies, however, excluding all variations of electronic mail, and shall be considered given upon personal delivery of the written notice or within five (5) days of mailing, postage prepaid and appropriately addressed. The failure by either party at any time to enforce its rights under this Agreement will not be construed as a waiver of such rights, nor will it in any way affect the validity of this Agreement. No waiver by either party will be valid unless given in an appropriate writing signed by both parties.