IP Core License Agreement

THIS IS A LEGAL AGREEMENT BETWEEN YOU, THE END USER, AND LATTICE SEMICONDUCTOR CORPORATION IF YOU ARE AN END USER LOCATED IN THE UNITED STATES AND LATTICE SG PTE. LTD. IF YOU ARE AN END USER LOCATED IN A COUNTRY OTHER THAN THE UNITED STATES. REFERENCES TO "LATTICE" IN THIS AGREEMENT MEAN LATTICE SEMICONDUCTOR CORPORATION OR LATTICE SG. PTE. LTD. BY PROCEEDING WITH THE USE OF THE IP CORE, YOU: (1) ACKNOWLEDGE YOU HAVE READ THIS AGREEMENT, YOU UNDERSTAND IT, AND YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT; AND (2) IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER.  IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THE IP CORE, AND IF YOU HAVE ALREADY OBTAINED THE IP CORE FROM AN AUTHORIZED SOURCE, PROMPTLY RETURN IT FOR A REFUND.  

1. Definitions.

1.1 "Configured Object Code" means the form of the IP Core in bitstream, encrypted net list, or other non-human readable device programming file format.  

1.2 "Design" means: (a) a single printed circuit board on which one or more Lattice Devices may be programmed using one or more programming files containing the IP Core; or (b) more than one printed circuit board, so long as all Lattice Devices on such boards are programmed using an identical programming file containing the IP Core; in each case, together with bug fixes or updates to the printed circuit board(s) which do not substantially change or expand the functions of the printed circuit board(s). 

1.3 "IP Core" means the Lattice Intellectual Property Core product made available to Licensee by Lattice under the terms of this Agreement. 

1.4 "Lattice Device" means a programmable logic device, including a field programmable gate array (FPGA) or complex programmable logic device (CPLD), developed, designed or manufactured by or for Lattice. 

1.5 "Licensee"  means the individual, corporation or other legal entity, who is obtaining the IP Core from this website under the terms of this Agreement. 

1.6 "Object Code"  means the form of the IP Core in either Configured Object Code or User Configurable Object Code. 

1.7 "Third Party Contractor"  means a contractor or consultant who is under written agreement with Licensee to provide design, testing, or other services to Licensee.  

1.8 "User Configurable Object Code" means the form of the IP Core in object code that can be configured using Lattice's IPexpress software tool.  

2. License.  Subject to the terms and conditions of this Agreement, Lattice hereby grants Licensee the following licenses:

2.1. Use Rights.  Lattice grants to Licensee a non-exclusive, non-transferable, revocable right to use the IP Core in Object Code form, under one of the license types set forth in Section 2.2 below, for the sole purpose of creating and implementing designs to program Lattice Devices.
 
2.2. License Types.  

a. Single Design License.  If Licensee has obtained a "Single Design License", use of the IP Core is limited to a single Design, as identified by the Project Name and Project Description provided by Licensee in the IP Core Software Request Form on this website.  

b. Multi-Site Corporate License.  If Licensee has obtained a "Multi-Site Corporate License", use of the IP Core is limited to the Licensee's Authorized Sites identified by Licensee in the IP Core Software Request Form on this website and approved by Lattice.
  
c. IP Design Suite License.  If Licensee has obtained an "IP Design Suite License", use of the IP Core is limited to a single Lattice design tool electronic license key, but is unlimited as to the number of Designs in which the IP Core may be used. The term of the IP Design Suite License is limited to one (1) year from the date that Lattice issues an electronic license key to Licensee.  If Licensee does not complete a Design within one (1) year from the date that Lattice issues an electronic license key to Licensee, such uncompleted Design may not be completed without the purchase of an additional license for a renewal term.  

2.3	Third Party Use and Distribution.  

a. Third Party Contractors.  Licensee may grant a sublicense to its Third Party Contractors to the use the IP Core in Configured Object Code or User Configurable Object Code only to program Lattice Devices and only during such time that a Third Party Contractor is providing services for Licensee and provided that Licensee complies with the following:  (i)  Licensee's agreement with each Third Party Contractor must be as protective of Lattice and the IP Core as the terms set forth in this Agreement; (ii) Licensee assumes full liability for all use of the IP Core by Third Party Contractors in compliance with the terms of this Agreement; (iii) a Third Party Contractor may only use the IP Core on the physical premises of Licensee or the premises of the Third Party Contractor; and (iv) each Third Party Contractor's use of the IP Core is for Licensee's benefit only.

b. End Customers.  Licensee may grant a sublicense to its end customers to use the IP Core in Configured Object Code only to program Lattice Devices provided that Licensee's agreements with its end customers must be as protective of Lattice and the IP Core as the terms set forth in this Agreement.

c. Distribution.  Licensee may distribute the IP Core as programmed into Lattice Devices and further embedded into Licensee's system-level hardware products to end customers of such products.  

3. License Restrictions.  Except for the rights expressly granted herein, the title and all intellectual property rights in and to the IP Core remain the sole and exclusive property of Lattice or Lattice's licensors. Licensee agrees not to remove or destroy any copyright notices, proprietary markings, or confidential legends placed upon, contained within, or associated with the IP Core. Licensee will not distribute, copy, transfer, lend, incorporate, modify, or use the IP Core for any purpose except as expressly provided herein. If Licensee fails to comply with the provisions of this Agreement, the License is automatically terminated. Any use or attempted use of the IP Core in violation of the restrictions contained in this Agreement is a breach of this Agreement which will cause irreparable harm to Lattice, entitling Lattice to injunctive relief in addition to all legal remedies, and will result in automatic termination of the License. 

4. Critical Applications.  The IP Core is not designed, intended, authorized, or warranted for use as components in systems intended for surgical implant into the body, or in other applications intended to support or sustain life, or in any other application in which the failure of IP Core could create a situation where personal injury, death, or severe property or environmental damage may occur. Licensee assumes the risk of any use of the IP Core in such unintended or unauthorized applications, subject only to applicable laws governing limitations on product liability.  

5. Source Code Restrictions.  Unless and to the extent expressly permitted by applicable law in a particular jurisdiction, Licensee will not attempt to reverse translate, decompile, or otherwise attempt to derive the source code of the IP Core. Any use or attempted use of the IP Core in violation of the foregoing restrictions is a breach of this Agreement which will cause irreparable harm to Lattice, entitling Lattice to injunctive relief in addition to all legal remedies, and will result in automatic termination of the License.

6. Payment.  In consideration of the license and other rights granted under this Agreement, Licensee shall pay the license fee specified by Lattice to Lattice or to a Lattice authorized distributor, as applicable, by the due date specified by Lattice or its authorized distributor.  Licensee agrees to pay any and all taxes, duties, or similar governmental fees or charges associated with the licenses granted in this Agreement, except only for taxes based on Lattice's net income.
7. Confidentiality.  Licensee agrees to hold confidential the IP Core Object Code, product documentation and any other information which is furnished hereunder, using the same degree of care as it uses for its own confidential information, but in no event less than reasonable care, and not to disclose such information to any person other than Licensee's employees and Third Party Contractors, who have a need to know such information and who are subject to restrictions no less stringent than those contained herein.  This obligation will not apply to information that (a) is in or enters the public domain without breach of this Agreement by Licensee; or (b) is rightfully received by Licensee from a third party without a duty of confidentiality; or (c) is independently developed by Licensee without use of Lattice's intellectual property; or (d) is already known to Licensee at the time of disclosure under this Agreement as shall be proved by contemporaneous written records; or (e) is made public by Lattice.  Licensee shall not publish or disclose the results of any benchmarking of the IP Core or use such results for its own competing development activities without the prior written permission of Lattice. 

8. Limited Warranty.  

8.1. Lattice represents and warrants that the IP Core will at the time of delivery to Licensee and for a period of one (1) year thereafter substantially conform to the specifications published by Lattice for the IP Core.  If the IP Core fails to comply with the foregoing warranty, Lattice's obligation herein shall be, at Lattice's election and through commercially reasonable efforts: (a) to correct any nonconformance; (b) to replace the nonconforming IP Core; or (c) if neither of the foregoing is commercially feasible in the opinion of Lattice, to terminate this Agreement and refund any license fees received by Lattice for the IP Core. The remedy provisions set forth in section shall constitute Licensee's sole and exclusive remedy and Lattice's sole liability for the IP Core failing to comply with the foregoing warranty.

8.2. EXCEPT AS EXPRESSLY PROVIDED ABOVE IN SECTION 8.1, LATTICE MAKES NO OTHER WARRANTIES WITH RESPECT TO THE IP CORE, WHETHER EXPRESSED, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR COMMUNICATION WITH LICENSEE, AND LATTICE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. LATTICE DOES NOT WARRANT THAT USE OF THE IP CORE WILL BE UNINTERRUPTED OR ERROR FREE. LICENSEE ASSUMES RESPONSIBILITY FOR SELECTION OF THE IP CORE TO ACHIEVE ITS INTENDED RESULTS AND FOR THE PROPER INSTALLATION, USE, AND RESULTS OBTAINED FROM THE IP CORE. EXCEPT AS OTHERWISE PROVIDED UNDER THIS AGREEMENT, LICENSEE ASSUMES THE ENTIRE RISK OF THE IP CORE PROVING DEFECTIVE OR FAILING TO PERFORM PROPERLY, AND IN SUCH EVENT, EXCEPT AS OTHERWISE PROVIDED UNDER THIS AGREEMENT, LICENSEE WILL ASSUME THE ENTIRE COST AND RISK OF ANY REPAIR, SERVICE, CORRECTION, OR ANY OTHER LIABILITIES OR DAMAGES CAUSED BY OR ASSOCIATED WITH THE IP CORE.
9. Limitation of Liability.  Licensee agrees that Lattice's entire liability arising under this Agreement and Licensee's sole remedy hereunder for any cause whatsoever, regardless of the form of the action, will be limited to the amount of monetary consideration, if any, paid to Lattice for the IP Core. IN NO EVENT WILL LATTICE OR ANY OF ITS SUPPLIERS BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY DAMAGES, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, WHETHER CHARACTERIZED AS EXPENSES, LOST PROFITS, LOST SAVINGS, OR OTHER DAMAGES OF ANY SORT, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE IP CORE, EVEN IF LATTICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THIS LIMITATION SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES HEREIN.  

10. Export Control.  Licensee agrees and certifies that the IP Core will not be exported, directly or indirectly, into any country to which such export is prohibited by the United States Export Administration Act and the regulations thereunder without the required authorization from the United States government, nor will the IP Core be used for any purpose prohibited by the same.

11. Term and Termination.  

11.1     Term of Single Design or Multi-Site Corporate License.  If Licensee has obtained a Single Design or Multi-Site Corporate License, this Agreement will continue indefinitely unless and until terminated as provided in Section 11.3.  

11.2	Term of IP Design Suite License.  If Licensee has obtained an IP Design Suite License, the term of this Agreement is limited as provided in Section 2.2(c).  Notwithstanding the foregoing,  Licensee may continue to use the bitstream programming files that contain the IP Core to program Lattice Devices after expiration of the limited term set forth in Section 2.2(c).  

11.3	Termination.  This Agreement will terminate automatically in the event Licensee fails to perform any of its obligations hereunder. Licensee may terminate this Agreement at any time by returning to Lattice the original and all copies of the IP Core or by destroying the IP Core together with all copies thereof (and causing any permitted sublicensees to destroy the IP Core and all copies). Upon termination of this Agreement for any reason, Licensee will either return to Lattice the original and all copies of the IP Core, or upon Lattice's request, destroy such original and all copies (including causing any permitted sublicensees to destroy the IP Core and all copies) and provide Lattice with written certification of their destruction. In addition, upon termination of this Agreement for any reason (except under Section 11.2), Licensee will destroy all bitstream programming files that contain the IP Core (and cause any permitted sublicensees to destroy such bitstream programming files that contain the IP Core) and provide Lattice with written certification of their destruction. Notwithstanding anything to the contrary, in the event of termination of this Agreement or any license granted herein, Licensee's end customers may continue to sell and use systems containing the IP Core previously and properly sublicensed in accordance with the terms hereof prior to such termination.

11.4	Survival.  The provisions of Sections 1, 3,Ê4, 5, 7, 8.2, 9, 10, 11, 12, and 13 will survive any termination or expiration of this Agreement.

12. Government Use. The IP Core and any accompanying documentation provided to agencies of the U.S. Government are "commercial computer software" and "commercial computer software documentation" pursuant to DFARS 227.7202 and FAR 12.212, and their successors. All use, reproduction, release, performance, display or disclosure of the IP Core and related documentation by or for the U.S. Government shall be in strict accordance with the terms and conditions of this Agreement.  Contractor/manufacturer is Lattice Semiconductor Limited c/o Lattice Semiconductor Corporation, 111 SW Fifth Avenue, Suite 700, Portland, Oregon 97204 USA and its licensors.

13. General.

13.1. Applicable Law.  If Licensee is located in the United States, this Agreement will be governed by the laws of the State of Oregon, U.S.A. without reference to any conflict of law principles.  If Licensee is located in a country other than the United States, this Agreement will be governed by the laws of the Republic of Singapore without reference to any conflict of law principles.  The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Nothing in this Agreement will be interpreted or construed so as to limit or exclude the rights or obligations of Licensee or Lattice which it is unlawful to limit or exclude under applicable national laws, including the law of any Member State of the European Union which implement relevant European Communities Council Directives.  

13.2. No Assignment.  Licensee may not assign this Agreement or transfer any of its rights or obligations under this Agreement, in whole or in part, by operation of law or otherwise, without Lattice's prior written consent.  Any attempted assignment or transfer by Licensee in violation of this provision shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties.

13.3. Attorneys Fees.  The prevailing party in any legal action arising out of this Agreement will be entitled to reimbursement for reasonable and actual attorney's fees and expenses, in addition to any other rights and remedies such party may have. 

13.4. Severability.  If a court of competent jurisdiction finds any provision of this Agreement unlawful or unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.

13.5. Amendment; Waiver.  No amendment to this Agreement will be effective unless it is in writing and signed by an authorized representative of both parties.  The waiver of any breach or default will not constitute a waiver of any other right hereunder. 

13.6. Entire Agreement.  This Agreement is the entire agreement between the parties with respect to the subject matter and supersedes any other communication or prior agreements, oral or written, regarding the IP Core.  No additional terms or modifications proposed by either party shall be binding on the other party unless expressly agreed to in writing and signed by both parties.

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