Silexica Software Terms and Conditions
1. License Grant. Provided that you comply with the terms and conditions of this Agreement, Silexica grants you a non-exclusive and non-transferable license to Use the executable form of the Silexica software ordered by you (the “Software”) according to the quantities and terms in your accepted order (the “Order”). If you are executing the Software on your computers, then your Use is limited to loading, installing, and running the Software on your computers for your internal business purposes. If this is a SaaS or similar subscription, then your Use is limited to accessing the Software at Silexica’s hosted site for your internal business purposes. Your Use is further limited according to the license type and other terms in the Order. Silexica reserves all rights in the Software not expressly granted to you in this Agreement. Use of the Software may require access to models of processor cores and/or multicore platforms (“Models”). Models provided by Silexica or developed by Silexica for you may require you to possess certain license rights, and you represent that you have sufficient license rights to use such Models. Unless otherwise agreed, Silexica does not charge a license fee for Models. Demonstration code may be used only to evaluate and demonstrate the Software; demonstration code may not be used for commercial purposes or incorporated into your product. Open source software is provided according to its terms; a list of open source software included in the Software is available on Silexica’s website.
2. Restrictions. You may not: (a) copy (except in the course of loading or installing) or modify the Software; or (b) transfer, sublicense, lease, lend, rent or otherwise distribute the Software to any third party. Because the Software contains Silexica’s trade secrets, you agree not to disassemble, decompile or reverse engineer the Software or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law. You will not use the Software for purposes of benchmarking or competitive analysis, or for the development of a competing software product or service. The Software may contain security or license features designed to prevent unauthorized use of the Software. You agree not to remove, disable, or otherwise circumvent such features. If you are hosting the Software, you may be required to provide a license server. Upon at least thirty (30) days prior written notice, Silexica may audit your use of the Software to ensure that you are in compliance with the terms of this Agreement.
3. Ownership. Silexica retains ownership of the Software, including all intellectual property rights therein. You will not delete or alter any copyright, trademark, and other proprietary rights notices or markings appearing on the Software. If you make any suggestions, recommendations or feedback regarding the Software (“Feedback”), Silexica is free to use such Feedback and you assign to Silexica the Feedback and all intellectual property rights therein.
4. Confidentiality. Continuing until 5 years after the end of your license, each party agrees to keep all information, documents and data, which is marked as or which would reasonably be considered to be confidential (“Confidential Information”) as strictly confidential and to use such information only within the scope of the licenses granted to you. The Software and its pricing are Silexica’s Confidential Information.
5. Payment Terms. All licenses are to be paid in advance. The licenses granted in this Agreement are not valid if you do not timely pay the license fees. All prices are excluding any taxes, if applicable. You will be solely responsible for paying any applicable taxes.
6. Term. The Software licenses granted remain in effect for the term specified in the Order, unless earlier terminated under this Agreement. If this is a Commercial term license, at the end of each term, the Software licenses will automatically renew for an additional term, unless either party provides thirty (30) days prior written notice of non-renewal. The licenses granted under this Agreement will automatically terminate, with or without notice from Silexica, if you breach any term of this Agreement. Upon termination, you must at Silexica’s option either promptly destroy or return to Silexica all copies of the Software in your possession or control. Sections 2-4 and 8-12 will survive any termination of the Agreement.
7. Maintenance. Commercial term licenses include support in accordance with Silexica’s then-standard maintenance and support terms. You may separately purchase additional maintenance and support services.
8. Warranty Disclaimer. SILEXICA DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, WILL OPERATE IN THE COMBINATIONS THAT YOU DESIRE, WILL OPERATE ERROR-FREE OR UNINTERRUPTED, OR THAT ALL SOFTWARE ERRORS WILL BE CORRECTED. SILEXICA EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
9. Limitation of Liability. SILEXICA’S TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO THE GREATER OF $500 AND THE AMOUNTS RECEIVED BY SILEXICA FROM YOU FOR THE SOFTWARE. IN NO EVENT WILL SILEXICA BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS OR ABILITY TO EXECUTE) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES, WHETHER SUCH LIABILITY IS BASED UPON CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SILEXICA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
10. U.S. Government End Users. The Software is “commercial items” as that term is defined in FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and DFARS 227.7202.
11. Export Law. You agree to comply fully with all U.S. and other export laws and regulations to ensure that neither the Software nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
12. General. This Agreement will be governed by the laws of the State of California, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods will not apply. Except for disputes relating to intellectual property or proprietary rights, all disputes arising out of or in connection with this Agreement will be finally settled by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce by 1 arbitrator. The arbitration will be conducted in English in Köln, Germany. You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without Silexica’s prior written consent, and any attempt by you to do so, without such consent, will be void. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible, and the other provisions will remain in full force and effect. This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter. Any terms or conditions contained in your purchase order or other ordering document that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by Silexica and will be deemed null.