Terms & Conditions – Roa Logic

PLEASE CAREFULLY REVIEW THE FOLLOWING TERMS AND CONDITIONS BEFORE DOWNLOADING AND USING THE LICENSED MATERIALS.

THIS LICENSE AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER A SINGLE INDIVIDUAL, OR A SINGLE LEGAL ENTITY)(“YOU”) AND ROA LOGIC BV (“ROA LOGIC”) COVERING THE PRODUCTS OR SERVICES YOU PURCHASE FROM ROA LOGIC.

By purchasing or downloading and/or using or installing products from Roa Logic you automatically agree to and are bound by the terms and conditions of this agreement.

DEFINITIONS
1. “Intellectual Property” means any or all of the following and all rights in, arising out of, or associated with:
  1. all inventions (whether patentable or not), invention disclosures, improvements, trade secrets, proprietary information, know how, technology, algorithms, techniques, methods, devices, technical data, customer lists, and all documentation embodying or evidencing any of the foregoing;
  2. all computer software, source codes, object codes, firmware, development tools, files, records, data, and all media on which any of the foregoing is recorded.
2. “Product” means an Intellectual Property block consisting of, but not limited to, Verilog, VHDL, and/or SystemVerilog design files, specifications, block diagrams and documentation.
3. “Physical Implementation” means any implementation in programmable or non-programmable technologies including, but not limited to Field Programmable Gate Arrays (FPGAs), Complex Programmable Logic Devices (CPLDs), Application Specific Integrated Circuits (ASICs), Application Specific Standard Products (ASSPs)
4. “Silicon Device(s)” means any customer Physical Implementation containing a unique part number.
5. “You” the opposite contract party as referred to in article 6:231, subsection c, of the Dutch Civil Code, being the party to whom an offer is made by Roa Logic, or with whom and agreement is concluded by Roa Logic, or to whom the Product is supplied.
APPLICABILITY
1. These terms and conditions are applicable to all legal relationships between Roa Logic and you, except insofar as statutory regulations exclude or limit the application of these conditions, and notwithstanding deviations from these conditions which must be expressly confirmed by both parties in writing.
2. The applicability of general supply, payment, and purchasing conditions of you, of any description whatsoever, is expressly excluded. Those conditions are not applicable for the legal relationships with Roa Logic.
LICENSE TO USE.
Roa Logic hereby grants you a non-exclusive and non-transferable world-wide license for the use of the Product. The license to use the Product is strictly limited to the number of instances for which the corresponding fee has been paid and/or five (5) years, whichever occurs first, to:
1. Integrate the Product into your design to create, simulate, manufacture and implement a Silicon Device;
2. unlimited make, use, and sell or otherwise distribute said Silicon Device;
3. distribute the Product in netlist or GDSII format for the sole purpose of manufacturing said Silicon Device, under the condition that the receiving party is also subjected to this agreement or, at your discretion, any other agreement which is no less stringent than this one.
OWNERSHIP
1. The Product is owned by Roa Logic and is protected by copyright and other intellectual property right laws.
2. Roa Logic owns the Product, its documentation and any associated materials, including, but not limited to, enhancements, corrections, improvements, modified or derived works thereof, in whole or in part, that is created, conceived, or first reduced to practice (a) solely or on behalf of Roa Logic, (b) solely or on behalf of you, or (c) jointly by Roa Logic and you.
3. The Product is licensed, not sold. You do not have any rights other than expressly provided by this agreement. You may not redistribute, sell, sub-license or provide the Product to any third party other than as allowed by this agreement.
4. You shall not remove any copyright, disclaimers, or other notices from any parts of the Product.
5. You recognize that Roa Logic is an independent contractor and service provider. Nothing in this agreement prevents Roa Logic from undertaking discussions with third parties, including your competitors, or your customer’s competitors.
RESTRICTIONS
1. You may not make copies of the Product, except for backup purposes, provided the original copyright notice and disclaimers retain and this agreement is part of the backup copy.
2. You may not, nor permit any third party to modify, decompile, reverse engineer or attempt to identity or discover any underlying ideas or concepts of the Product.
CONFIDENTIALITY
You acknowledge that the Product, documentation and any information exchanged in the provision of support and related information contain trade secrets and confidential material. You agree to maintain them in confidence and apply security measures to prevent their unauthorised disclosure and use in the same manner as you protect your own confidential information.
ORDER & DELIVERY
1. The Product is delivered in either encrypted RTL format or as unencrypted source code.
2. The downloadable products in the webshop are only delivered as encrypted RTL
3. Roa Logic uses IEEE P1735 encryption to secure its cores. Encryption keys for the following tools/tool providers are included, and hence the Product can be decrypted by:
  1. Synplicity;
  2. Aldec;
  3. Mentor Graphics Corporation;
  4. MicroSemi Corporation.
4. The Product can not be decrypted by any other tool/tool provider. It is your responsibility to ensure you have access to the listed tools.
5. To obtain unencrypted source code for any of the Products a separate license agreement and Non-Disclosure-Agreement is required.
FEES & PAYMENTS
1. You are required to pay all license fees for the downloadable Products up front. Payments are non-refundable.
2. License fees for the Products delivered as source code may be covered by the separate license agreement. If not, then payment of the license fees is due within 30 days after the date of the Roa Logic invoice. If you do not pay the amount by the scheduled due date, Roa Logic reserves the right to withhold the delivery of the Product and in this event you will owe the entire outstanding amount as soon as you receive written notice from Roa Logic. In the case of late payment, without prejudice to its other rights, Roa Logic is entitled to deem the agreement to be dissolved, without judicial intervention being required. In that case, you will be liable for the losses suffered by Roa Logic, including, but not limited to, loss of profits and the cost of the notice. All payments are non-refundable. You may not offset any amounts you believe Roa Logic owes you against any payments you make to Roa Logic under this agreement. Roa Logic reserves the right to add additional charges in case of late payment.
TAXES
1. You will be solely responsible for paying any and all taxes, including sales, use, consumption, withholding, value-add and similar taxes, that are imposed on or result from your purchase, license, or use of the Products and services.
2. If Roa Logic is required by law to collect and remit any such taxes, then Roa Logic will invoice you for such taxes and you agree to pay the invoiced amount to Roa Logic.
WARRANTY
1. Roa Logic hereby warrants that for a period of ninety (90) days following the delivery of the Product or the Product License, whichever period is longer, the Product shall perform in accordance with the specifications as outlined in the product documentation.
2. If Roa Logic determines that any defect is due to an error in the product documentation, Roa Logic shall correct the applicable documents and shall not be required to correct the Product.
3. In no event does Roa Logic warrant that the Product is error free or that you can operate the Product without problems or interruptions.
4. This warranty does not apply if:
  1. the Product has been altered, except by Roa Logic;
  2. has not been installed, operated, or maintained in accordance with instructions from Roa Logic;
  3. has been subjected to abnormal physical or electrical stress, misuse, negligence or accident;
  4. is used in ultra hazardous environments.
5. The limited warranty as worded in this article replaces and/or expressly excludes any other explicit or implicit warranty, such to include, but not limited to, a warranty of saleability for a particular purpose, use, or application.
INDEMNIFICATION
This section states the entire liability and obligations from Roa Logic and your sole and exclusive rights and remedies with respect to any proceeding or claim relating to infringement of any intellectual property right.
1. Expressly subject to section 12, Roa Logic shall defend you against any proceeding brought by a third party to the extend based on a claim that the Product or its associated documentation, as delivered by Roa Logic, infringes a third party’s United States or European Union copyright, trade secret or trademark, and pay any damages finally awarded in the proceeding as a result of the claim or as part of a settlement of the claim, provided that Roa Logic shall have no such liability unless you notify Roa Logic in writing of any such proceeding claims within ten (10) days following receipt of such claim, give Roa Logic sole and complete authority to control the defense and settlement of the proceeding or claim, and comply with any and all requests by Roa Logic for information, materials, and other assistance.
2. In the event of (a thread of) such a claim or proceeding, Roa Logic shall use reasonably effort to replace or modify the Product such that it no longer infringes or has reduced likelihood of infringement, provided that functionality remains comparable to that of the original. Subjected to the limitation of sections 11 and 12, Roa Logic may seek a license to permit the continued use of the original Product. If Roa Logic is unable to provide a replacement, modification or obtain a license, Roa Logic may terminate this agreement, in which event you must destroy all copies of the Product and associated documents and deliverables, including those used in any Physical Implementation, and certify this to Roa Logic. Roa Logic shall refund the license fee, if any, paid by you during the previous one (1) year for the Product.
3. Roa Logic has no liability or any obligation to you for any (claim of) infringement based on or resulting from (a) the use of the Product in combination with other products or components such that the infringement arises from the combination or use, (b) any modification of the Product, (c) the use of any version of the Product other than the most recent one if the usage of the most recent version would have avoided or reduced the likelihood of the infringement, (d) customisation based on your requirements, (e) any unauthorised use of the Product, or (f) non-compliance with this agreement.
LIMITATION OF LIABILITY
1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ROA LOGIC OR YOU BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFIT, BUSINESS INTERRUPTIONS OR LOSS OF INFORMATION) ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCT WHETHER BASED ON A CLAIM UNDER CONTRACT, TORT OR OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. IN NO EVENT WILL ROA LOGIC BE LIABLE TO ANY AGGREGATED CLAIMS MADE AGAINST ROA LOGIC GREATER THAN THE FEES PAID FOR THE PRODUCT IN THE PREVIOUS ONE (1) YEAR.
U.S. GOVERNMENT END USERS
If you are, or are acquiring the Product on behalf of, a branch or agency of the United States Government, then the product and accompanying documentation are comprised of “commercial computer software” and “commercial computer software documentation”. The use, duplication, reproduction, release, modification, disclosure or transfer of the Product and accompanying documentation is restricted in accordance with the terms of the agreement.
EXPORT RESTRICTIONS
The Product may be subject to U.S. or E.U. export laws and may be subject to export or import regulations in other countries. You agree to comply fully with all laws and regulations of the United States, European Union, and other countries to ensure that the product is not:
1. exported directly, or indirectly, in violation of export laws;
2. intended to be used for any purposes prohibited by export laws, including, but not limited to, nuclear, chemical, or biological weapons proliferation.
TERM AND TERMINATION
1. Term of Agreement
  The term of this agreement will begin on the effective date that you first download the Product or receive the services.
2. Termination
  This agreement shall remain in force until terminated by you or by Roa Logic. Notwithstanding any of its other rights, if you are in breach of any of the terms in this agreement then Roa Logic may, at its discretion, terminate the agreement immediately upon giving written notice to you.
3. Consequences of Termination
  If the agreement is either terminated by you or by Roa Logic then:
  1. all other agreements between Roa Logic and you are also terminated;
  2. you must immediate cease all use of the Product, documentation, and any other material you received from Roa Logic;
  3. you must destroy all copies of the Product, documentation and any other material you received from Roa Logic;
  4. you must certify in writing that you complied with 15.3.2 and 15.3.3;
  5. you remain obligated to pay any outstanding amounts that you owe Roa Logic at the time of termination;
  6. the provisions of clauses 4, 5, 6, 12, 13, 14, 15.3 and 16 remain in effect.
APPLICABLE LAW AND CHOICE OF FORUM
1. All agreements and contracts between you and Roa Logic, which these conditions are applicable to, shall be governed by Dutch law with the exclusion of the uniform UN Convention on Contracts for the International Sale of Goods (CISG) and other bilateral or multilateral treaties for the purpose of unifying international sales.
2. The competent courts in the district where Roa Logic has its registered office in The Netherlands has jurisdiction over all disputes concerning rights and obligations associated with the contractual relations.
3. Conversion
  If any clause or sentence of this agreement is held by a court of law to be illegal or unenforceable, the remaining provisions of the agreement remain in effect. The failure of Roa Logic to enforce any of the provisions in the agreement does not constitute a waiver of Roa Logic’s rights to enforce any provision of the agreement in the future.

Updated 21 April 2016