IMPORTANT NOTICE: Please read this agreement carefully.
BY DOWNLOADING, INSTALLING AND/OR USING THE PULSIC CONSTRAINTS RECOMMENDATION, OR CLICKING "I ACCEPT" WHEN PROMPTED IN CONJUNCTION THEREWITH, YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO ACCEPT ON BEHALF OF AND BIND THAT PERSON OR LEGAL ENTITY TO THESE TERMS.
This agreement is between Pulsic Inc. ("Pulsic") and the person who uses the Pulsic Constraints Recommendation (as defined below) provided pursuant to this agreement for his or her own personal use, or where the Pulsic Constraints Recommendation is used on behalf of an employer, another person, or organisation, the employer, other person or organisation on whose behalf the Pulsic Constraints Recommendation has been used (the "Licensee").
The Licensee shall only use, and shall ensure that any third party only uses, the custom routing constraints developed and documented by Pulsic (the "Pulsic Constraints Recommendation") for the purpose of evaluating the inclusion of the Pulsic Constraints Recommendation in an emerging, vendor independent industry standard format targeted for custom integrated circuit design environments, and the subsequent supply by the Licensee to Pulsic of feedback (the "Purpose"). The Licensee shall not use, and shall ensure that no third party uses, the Pulsic Constraints Recommendation in a manner that exceeds any limitations on the scope of its permitted use as set forth in this agreement.
The Licensee acknowledges that all intellectual property rights in or relating to the Pulsic Constraints Recommendation are and shall remain the exclusive property of Pulsic.
Pulsic grants to the Licensee a non-exclusive, non-transferable license to use the Pulsic Constraints Recommendations solely for the Purpose.
Where the Licensee supplies any feedback or comments on the Pulsic Constraints Recommendation or constraints to Pulsic, including any suggestions, improvements, derivatives, enhancements or changes to the Pulsic Constraints Recommendation, whether in oral, written or electronic form ("Feedback"), the Licensee hereby grants and shall grant to Pulsic a non-exclusive, fully paid-up, perpetual, irrevocable license (with the right to sub-license through multiple tiers) to use any such Feedback as Pulsic or any sub-licensee sees fit.
The Licensee shall do or procure the doing of all acts and things and sign or procure the signing of all such deeds and documents as Pulsic may require from time to time to enjoy the full benefit of the rights under Section 5.
THE PULSIC CONSTRAINTS RECOMMENDATION IS PROVIDED "AS IS" AND ALL TERMS, CONDITIONS, REPRESENTATIONS AND WARRANTIES EXPRESSED OR IMPLIED WHETHER BY STATUTE OR OTHERWISE ARE HEREBY EXPRESSLY EXCLUDED TO THE FULLEST EXTENT PERMISSIBLE IN LAW.
Pulsic does not exclude its liability (if any) to the Licensee:
(a) for personal injury or death resulting from Pulsic's negligence;
(b) for fraud; or
(c) for any other matter for which liability cannot be excluded by law.
SUBJECT TO SECTION 8, PULSIC SHALL HAVE NO LIABILITY UNDER THIS AGREEMENT (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE).
THE LICENSEE ACKNOWLEDGES THAT THE ABOVE PROVISIONS OF SECTIONS 7 AND 9 ARE REASONABLE, AND THE LICENSEE WILL ACCEPT SUCH RISK.
The Licensee may terminate this agreement at any time with or without notice to Pulsic.
This agreement will automatically terminate immediately without notice if the Licensee fails to comply with the provisions of this agreement.
Upon termination of this agreement, the Licensee shall immediately:
(d) cease using the Pulsic Constraints Recommendation; and
(e) uninstall or otherwise delete the Pulsic Constraints Recommendation stored on any media, including but not limited to any computer system.
The Licensee will comply with the laws of any jurisdiction that apply to the Pulsic Constraints Recommendation including without limitation any applicable export laws or regulations.
This agreement contains all the terms that the parties have agreed in relation to the subject matter of this agreement and supersedes any prior written or oral agreements, representations (save in respect of fraud) or understandings between the parties in relation to such subject matter.
The Licensee may not assign the benefit or delegate the burden of this agreement or hold the benefit of this agreement on trust for any other person.
This agreement (and any dispute or claim relating to it, or its formation, existence, construction, performance, validity or termination) will be governed by and construed in accordance with the laws of the State of California, USA.
The courts of the State of California will have non-exclusive jurisdiction to settle any disputes that may arise out of or in connection with this agreement. The parties irrevocably agree to submit to that jurisdiction.
The Licensee irrevocably agrees that a judgement or order of any court referred to in Section 18 is conclusive and binding upon it and may be enforced against it in the courts of any other jurisdiction.
The Licensee will be deemed to have accepted the terms of this agreement by downloading and/or using the Pulsic Constraints Recommendation.