Redwood EDA
SandPiper(TM) License Agreement, revision 1
For Commercial Use


IMPORTANT: THIS LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU (IN YOUR CAPACITY AS AN INDIVIDUAL AND AS AN AGENT FOR YOUR COMPANY, INSTITUTION OR OTHER ENTITY) (COLLECTIVELY, "YOU" OR "LICENSEE") AND REDWOOD EDA.  DOWNLOADING, INSTALLING, USING, OR COPYING OF THE SOFTWARE BY YOU OR BY A THIRD PARTY ON YOUR BEHALF INDICATES YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.

This product includes open source software under licenses that can be found in the folder "open_source_licenses".


1) LICENSE GRANT.

Redwood EDA grants you, and you hereby accept, a non-exclusive, non-transferable, perpetual license to install, use, copy, modify and prepare derivative works of the SandPiper(TM) software, in executable, byte code, and (if provided) source code formats, together with associated media, printed materials, on-line or electronic documentation, scripts, and TL-Verilog code examples provided by Redwood EDA (collectively the "Software"), on computer systems now or in the future owned or leased by you, subject to the following terms and conditions:

(a) You may use the Software solely for your own internal use;

(b) The software may be used on computers owned or leased by you on your premises; you may not transfer a copy of the Software to any third party, nor may you allow the Software to be accessed over a network or the internet in a manner that would allow users to access the Software who are not employed by you, without the prior written consent of Redwood EDA;

(c) You may copy the Software solely to the extent necessary to exercise the foregoing license, and for backup and archival purposes, provided however that (i) you must reproduce all copyright notices and other proprietary notices on any copies of the Software and you must not remove or alter those notices; (ii) all copies of the Software shall be subject to the terms of this Agreement; (iii) you may not otherwise copy or allow copies of the Software to be made; and

(d) You may not rent, lease, loan, sublicense, or distribute the Software or any derivative work thereof to any third party.

(e) Licensee will not reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from the Licensed Software (though source code may be provided), except to the extent enforcement of the foregoing is prohibited by applicable law.


2) COPYRIGHT; RETENTION OF RIGHTS.

2.1 Ownership of Software.
(i) you hereby acknowledge that the Software is protected by United States copyright law and international treaty provisions; (ii) Redwood EDA, and its licensors (if any), hereby reserve all rights in the Software which are not explicitly granted to you herein; and (iii) without limiting the generality of the foregoing, Redwood EDA and its licensors retain all title, copyright, and other proprietary interests in the Software and any copies thereof, and you do not acquire any rights, express or implied, in the Software, other than those specifically set forth in this Agreement.

2.2 Ownership of Derivative Works.  Subject to the underlying copyright in the Software by Redwood EDA and its licensors, Licensee retains all title, copyright, and other proprietary interests in derivative works of the Software that are developed by or on behalf of Licensee.  Redwood EDA does not acquire any rights, express or implied, in such derivative works.

2.3 Enhancements.  You are under no obligation whatsoever to provide any bug fixes, patches, or upgrades to the features, functionality or performance of the source code ("Enhancements") to anyone; however, if you choose to make your Enhancements available either publicly, or directly to Redwood EDA, without imposing a separate written license agreement for such Enhancements, then you hereby grant the following license: a non-exclusive, royalty-free perpetual license to install, use, modify, prepare derivative works, incorporate into other computer software, distribute, and sublicense such enhancements or derivative works thereof, in binary and source code form.


3) NO MAINTENANCE OR SUPPORT.

Redwood EDA shall be under no obligation whatsoever to: (i) provide maintenance or support for the Software; or (ii) to notify you of bug fixes, patches, or updates (collectively, "Update") to the Software (if any).  If, in its sole discretion, Redwood EDA makes an Update available to you and Redwood EDA does not separately enter into a written license agreement with you relating to such Update, then it shall be deemed incorporated into the Software and subject to this Agreement.


4) LICENSE FEE.

In consideration of the rights granted hereunder, you agree to pay Redwood EDA the appropriate license fee due when you agree to this Agreement.


5) CONFIDENTIALITY.

Licensee will take appropriate steps to ensure that the source code of the Software remains confidential and is protected against unauthorized disclosure, use, or release, and will treat it with at least the same level of care as Licensee would use to protect and secure Licensee’s own confidential information, but in any event using no less than a reasonable standard of care.


6) WARRANTY DISCLAIMER.

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.  REDWOOD EDA AND ITS LICENSORS: (1) DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, (2) DO NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SOFTWARE, (3) DO NOT REPRESENT THAT USE OF THE SOFTWARE WOULD NOT INFRINGE PRIVATELY OWNED RIGHTS, (4) DO NOT WARRANT THAT THE SOFTWARE WILL FUNCTION UNINTERRUPTED, THAT IT IS ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED.


7) LIMITATION OF LIABILITY.

IN NO EVENT SHALL REDWOOD EDA OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE (INCLUDING BUT NOT LIMITED TO PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, BUSINESS INTERRUPTION, AND LOSS OF USE, DATA OR PROFITS) FOR ANY REASON WHATSOEVER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF WARNED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.  IN NO EVENT SHALL REDWOOD EDA OR ITS LICENSORS’ LIABILITY FOR DAMAGES ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE.


8) INDEMNITY.

You shall indemnify, defend, and hold harmless Redwood EDA, its licensors, the Software developers, the Software sponsors, and their agents, officers, and employees, against any and all claims, suits, losses, damage, costs, fees, and expenses arising out of or in connection with your use of the Software pursuant to this Agreement.  You shall pay all costs incurred by Redwood EDA in enforcing this provision, including reasonable attorney fees.


9) TERM AND TERMINATION.

The license granted to you under this Agreement shall continue perpetually unless terminated by Redwood EDA in accordance with this Agreement, or, if this agreement is associated with a specific engagement with Redwood EDA, this Agreement shall terminate upon completion of the engagement.  If you breach any term of this Agreement, and fail to cure such breach within thirty (30) days of the date of written notice, this Agreement shall immediately terminate.  Upon such termination, you shall immediately cease using the Software, destroy all copies of the Software, and provide Redwood EDA with written certification of your compliance with the foregoing.  Termination shall not relieve you from your obligations arising prior to such termination, including but not limited to the responsibility to pay previously accrued fees.  Notwithstanding any provision to the contrary, Sections 5 (Confidentiality) through 11 (General) shall survive termination of this Agreement.


10) EXPORT CONTROLS.

You shall observe all applicable United States and foreign laws and regulations with respect to the export, re-export, diversion or transfer of the Software, related technical data and direct products thereof, including, without limitation, the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations.  The export of any technology from the United States, including without limitation the Software and related technical data, may require some form of export control license from the U.S. Government.  Pursuant to U.S. laws, failure to obtain any required export control license may result in criminal liability.


11) GENERAL.

This Agreement shall be governed by the laws of the State of Massachusetts, excluding its rules governing conflicts of laws.  No provision in either party's purchase orders, or in any other business forms employed by either party shall supersede the terms of this Agreement, and no modification or amendment of this Agreement is binding, unless in writing signed by a duly authorized representative of each party.  This Agreement is binding upon and shall inure to the benefit of Redwood EDA, its successors and assigns.  This Agreement represents the entire understanding of the parties, and supersedes all previous communications, written or oral, relating to the subject of this Agreement.


BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, AND/OR CLICKING THE "I AGREE" BUTTON, YOU ARE INDICATING YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS HEREIN.