Parties.  The parties to this Agreement are you, the licensee (“You” or “Licensee”) and Mentor Graphics. If You are not acting on behalf of Yourself as an individual, then “You” means Your company or organization.

The Software.  The Software licensed under this Agreement consists of computer programs and documentation referred to as Sourcery CodeBench™ Lite Edition (the “Software”).

Definitions. 

License Grant to Proprietary Components of the Software.  You are granted a non-exclusive, royalty-free license (a) to install and use the Mentor Graphics Proprietary Components of the Software, (b) to transmit the Mentor Graphics Proprietary Components over an internal computer network, (c) to copy the Mentor Graphics Proprietary Components for Your internal use only, and (d) to distribute the Redistributable Component(s) in binary form only and only as part of Licensee object code developed with the Software that provides substantially different functionality than the Redistributable Component(s).

Restrictions.  You may not: (i) copy or permit others to use the Mentor Graphics Proprietary Components of the Software, except as expressly provided above; (ii) distribute the Mentor Graphics Proprietary Components of the Software to any third party, except as expressly provided above; or (iii) reverse engineer, decompile, or disassemble the Mentor Graphics Proprietary Components of the Software, except to the extent this restriction is expressly prohibited by applicable law.

“Free Software” or “Open Source” License to Certain Components of the Software.  This Agreement does not limit Your rights under, or grant You rights that supersede, the license terms of any Open Source Software Component delivered to You by Mentor Graphics. Sourcery CodeBench includes components provided under various different licenses. The Getting Started Guide provides an overview of which license applies to different components, and, for components subject to the Eclipse Public License, contains information on how to obtain the source code. Definitive licensing information for each “free software” or “open source” component is available in the relevant source file.

Mentor Graphics Trademarks.  Notwithstanding any provision in a “free software” or “open source” license agreement applicable to a component of the Software that permits You to distribute such component to a third party in source or binary form, You may not use any Mentor Graphics trademark, whether registered or unregistered, including without limitation, CodeSourcery™, Sourcery CodeBench™, the CodeSourcery crystal ball logo, or the Sourcery CodeBench splash screen, or any confusingly similar mark, in connection with such distribution, and You may not recompile the Open Source Software Components with the --with-pkgversion or --with-bugurl configuration options that embed Mentor Graphics trademarks in the resulting binary.

Term and Termination.  This Agreement shall remain in effect unless terminated pursuant to this provision. Mentor Graphics may terminate this Agreement upon seven (7) days written notice of a material breach of this Agreement if such breach is not cured; provided that the unauthorized use, copying, or distribution of the Mentor Graphics Proprietary Components of the Software will be deemed a material breach that cannot be cured.

Transfers.  You may not transfer any rights under this Agreement without the prior written consent of Mentor Graphics, which consent shall not be unreasonably withheld. A condition to any transfer or assignment shall be that the recipient agrees to the terms of this Agreement. Any attempted transfer or assignment in violation of this provision shall be null and void.

Ownership.  Mentor Graphics owns and/or has licensed the Mentor Graphics Proprietary Components of the Software and all intellectual property rights embodied therein, including copyrights and valuable trade secrets embodied in its design and coding methodology. The Mentor Graphics Proprietary Components of the Software are protected by United States copyright laws and international treaty provisions. Mentor Graphics also owns all rights, title and interest in and with respect to its trade names, domain names, trade dress, logos, trademarks, service marks, and other similar rights or interests in intellectual property. This Agreement provides You only a limited use license, and no ownership of any intellectual property.

Warranty Disclaimer; Limitation of Liability.  MENTOR GRAPHICS AND ITS LICENSORS PROVIDE THE SOFTWARE “AS-IS” AND PROVIDED WITH ALL FAULTS. MENTOR GRAPHICS DOES NOT MAKE ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. MENTOR GRAPHICS SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND DATA ACCURACY. THERE IS NO WARRANTY OR GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, OR THAT THE SOFTWARE WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE, QUALITY, ACCURACY, PURPOSE, OR NEED. YOU ASSUME THE ENTIRE RISK OF SELECTION, INSTALLATION, AND USE OF THE SOFTWARE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

Local Law.  If implied warranties may not be disclaimed under applicable law, then ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE PERIOD REQUIRED BY APPLICABLE LAW.

Limitation of Liability.  INDEPENDENT OF THE FORGOING PROVISIONS, IN NO EVENT AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION, TORT, CONTRACT, OR STRICT PRODUCTS LIABILITY, SHALL MENTOR GRAPHICS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER MALFUNCTION, OR ANY OTHER KIND OF COMMERCIAL DAMAGE, EVEN IF MENTOR GRAPHICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. IN NO EVENT SHALL MENTOR GRAPHICS' LIABILITY FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, EXCEED THE AMOUNT PAID BY YOU IN FEES UNDER THIS AGREEMENT DURING THE PREVIOUS ONE YEAR PERIOD.

Export Controls.  You agree to comply with all export laws and restrictions and regulations of the United States or foreign agencies or authorities, and not to export or re-export the Software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals. As applicable, each party shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to its own export of the Software from the U.S. Neither the Software nor the underlying information or technology may be electronically transmitted or otherwise exported or re-exported (i) into Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any other country subject to U.S. trade sanctions covering the Software, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Table of Denial Orders. By downloading or using the Software, Licensee agrees to the foregoing and represents and warrants that it complies with these conditions.

U.S. Government End-Users.  The Software is a “commercial item,” as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Software with only those rights set forth herein.

Licensee Outside The U.S.  If You are located outside the U.S., then the following provisions shall apply: (i) Les parties aux presentes confirment leur volonte que cette convention de meme que tous les documents y compris tout avis qui siy rattache, soient rediges en langue anglaise (translation: “The parties confirm that this Agreement and all related documentation is and will be in the English language.”); and (ii) You are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use the Software, and You represent that You have complied with any regulations or registration procedures required by applicable law to make this license enforceable.

Severability.  If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.

Arbitration.  Except for actions to protect intellectual property rights and to enforce an arbitrator's decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association (“AAA”) then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall take place in Granite Bay, California, and may be conducted by telephone or online. The arbitrator shall apply the laws of the State of California, USA to all issues in dispute. The controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Should either party file an action contrary to this provision, the other party may recover attorney's fees and costs up to $1000.00.

Jurisdiction And Venue.  The courts of Placer County in the State of California, USA and the nearest U.S. District Court shall be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under this Agreement.

Independent Contractors.  The relationship of the parties is that of independent contractor, and nothing herein shall be construed to create a partnership, joint venture, franchise, employment, or agency relationship between the parties. Licensee shall have no authority to enter into agreements of any kind on behalf of Mentor Graphics and shall not have the power or authority to bind or obligate Mentor Graphics in any manner to any third party.

Force Majeure.  Neither Mentor Graphics nor Licensee shall be liable for damages for any delay or failure of delivery arising out of causes beyond their reasonable control and without their fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, or communications failure.

Miscellaneous.  This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, representations, and agreements. This Agreement may be modified only by a written agreement signed by the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be construed under the laws of the State of California, USA, excluding rules regarding conflicts of law. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This license is written in English, and English is its controlling language.