diff --git a/platform-1/LICENSE b/platform-1/LICENSE index bfbbdad891..0b85776a1d 100644 --- a/platform-1/LICENSE +++ b/platform-1/LICENSE @@ -1,1573 +1,1238 @@ -END USER SOFTWARE LICENSE AND MAINTENANCE AGREEMENT VERSION 2019.2 (AMERICAS AFRICA ISRAEL) - -IMPORTANT INFORMATION - READ CAREFULLY - -UNLESS YOU (THE “CUSTOMER”) HAVE OBTAINED PERMISSION TO USE THE LICENSED -PRODUCT UNDER A SEPARATE, DULY SIGNED LICENSE AGREEMENT OR AN EVALUATION -LICENSE WITH SYNOPSYS OR AN AUTHORIZED DISTRIBUTOR, THE ACCOMPANYING -LICENSED PRODUCT IS PROVIDED UNDER THE FOLLOWING TERMS AND CONDITIONS -AND ANY SUPPLEMENTAL TERMS REFERENCED BELOW AND YOUR RIGHT TO USE THE -LICENSED PRODUCT IS CONDITIONED UPON YOUR ACCEPTANCE OF THIS AGREEMENT -(THE “EULM”). -DEPENDING ON WHICH COUNTRY YOU TRANSACT BUSINESS WITH SYNOPSYS FROM, -OTHER VERSIONS OF THIS EULM MAY BE APPLICABLE. FOR PRODUCTS USED OR -SERVICES PROVIDED IN A COUNTRY IN THE AMERICAS, ISRAEL OR AFRICA OR FOR -UNITED STATES DOLLAR TRANSACTIONS IN RUSSIA, THE MOST CURRENT VERSION -IDENTIFIED FOR “AMERICAS AFRICA ISRAEL” SHALL APPLY. FOR PRODUCTS USED -OR SERVICES PROVIDED IN TAIWAN, THE MOST CURRENT VERSION IDENTIFIED FOR -“TAIWAN” SHALL APPLY. FOR PRODUCTS USED OR SERVICES PROVIDED IN JAPAN, -THE MOST CURRENT VERSION IDENTIFIED FOR “JAPAN” SHALL APPLY. FOR -PRODUCTS USED OR SERVICES PROVIDED IN THE REPUBLIC OF KOREA, THE MOST -CURRENT VERSION IDENTIFIED FOR “KOREA” SHALL APPLY. FOR PRODUCTS USED OR -SERVICES PROVIDED IN CHINA IN RENMINBI, THE MOST CURRENT VERSION -IDENTIFIED AS “CHINA” SHALL APPLY. FOR PRODUCTS USED OR SERVICES -PROVIDED IN ANY COUNTRY OTHER THAN THOSE IDENTIFIED ABOVE, THE MOST -CURRENT VERSION IDENTIFIED FOR “GLOBAL SIL” SHALL APPLY. PLEASE REFER TO -SECTION 8.14 BELOW FOR MORE INFORMATION. -IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS AND YOU DO NOT HAVE A -SEPARATE LICENSE AGREEMENT AS REFERENCED ABOVE, YOU MAY NOT USE OR COPY -THE LICENSED PRODUCT AND YOU MUST DELETE ANY COPIES OF IT FROM YOUR -SYSTEMS. +END USER SOFTWARE LICENSE AND MAINTENANCE AGREEMENT -TERMS AND CONDITIONS +Agreement No: ___________________ +Effective Date: __________________ -1. SCOPE AND KEY TERMS. The Licensed Product is the proprietary -information of Synopsys or its suppliers who retain exclusive title to -their intellectual property rights in the Licensed Product. Customer’s -rights to the Licensed Product are limited to those expressly granted -below and Synopsys reserves all rights not expressly granted in this -Agreement. +This Agreement covers the Licensed Products, Maintenance Services, and Services +that your company ("You" or "Customer") license (or purchase from Black Duck), +unless and until we enter into a new agreement that expressly replaces this +one. -1.1 Purchasing Agreements. The terms and conditions set forth in this -End User Software License and Maintenance Agreement and the Purchasing -Agreement(s) accepted by both Customer and Synopsys contain all terms -and conditions applicable to Customer’s use of the Licensed Product -(collectively, the “Agreement”). A “Purchasing Agreement” is a document -that references this Agreement and identifies the specific Licensed -Product and rights being licensed hereunder, including the applicable -License Type, quantity, license term, Territory, Code Base, Team Name or -other license constraint, and the fees and payment terms for the -Licensed Product licenses (the “License Transaction”). An Affiliate of -Customer may purchase licenses to the Licensed Product by executing a -Purchasing Agreement referencing this Agreement provided that this -Agreement governs all such licenses and such Affiliate complies with all -Customer obligations referenced in this Agreement and the Purchasing -Agreement. Customer agrees that it shall be responsible for the acts and -omissions of its Affiliates with respect to any Licensed Product -licensed under an applicable Purchasing Agreement. Customer must refer -to a copy of the applicable Purchasing Agreement to determine these -conditions of the Agreement. If Customer does not receive any other -document executed by Synopsys referencing the License Transaction, a -Synopsys invoice referencing this Agreement, issued in response to a -correct Customer purchase order, shall be Synopsys’ acceptance of the -License Transaction. Additionally, the license term and/or maintenance -and support term for the specific Licensed Product identified in a -Purchasing Agreement may be renewed by issuance of a Synopsys invoice -referencing this Agreement and the applicable Purchasing Agreement in -response to a correct Customer purchase order for such renewal. Customer -agrees that Customer purchases under this Agreement and any Purchasing -Agreement incorporated herein by reference are neither contingent on the -delivery of any future functionality or features nor dependent on any -oral or written public comments made by Synopsys regarding future -functionality or features. - -1.2 “Affiliate” of a party to this Agreement means another person or -entity that, directly or indirectly, controls, is controlled by or is -under common control with such party. For the purposes of this -definition, "control" means owning a beneficial interest (either -directly or indirectly) in more than 50% of the outstanding shares or -securities or other ownership interest entitled to vote for the election -of directors or similar managing authority. An entity shall be deemed to -be an Affiliate under this Agreement for only so long as such requisite -conditions are maintained. - -1.3 “Authorized User” means a party’s, and its whollyowned subsidiaries’ -or Affiliate’s employees or authorized contractors: (a) whose duties -require access to or use of the Licensed Product or Confidential -Information for the benefit of that party; and (b) whose legal -obligations to protect confidential and proprietary information require -protection of the Licensed Product and Confidential Information to at -least the same extent as set out in this Agreement. For clarity, -Customer shall not appoint any third party as an Authorized User that -licensed all or any portions of the Code Base identified in an -applicable Purchasing Agreement to Customer. - -1.4 “Code Base” means those portions of Customer’s software identified -in an applicable Purchasing Agreement by reference to the name of the -product, project or package and a number of lines of code, if -applicable. - -1.5 “Documentation” means the user documentation, in written, electronic -or other format, which describes the Licensed Product and its operation -and which Synopsys makes generally available to its licensed customers -for use with the Licensed Product. - -1.6 “License Type” means the usage rights purchased under the applicable -Purchasing Agreement. License Types offered by Synopsys from time to -time can be found at: -https://www.synopsys.com/company/legal/softwareintegrity/license-types-v2015-2.html. -For clarification, where the License Type listed is “5 -User Pack” in a Purchasing Agreement, the License Type is a Team -License; all Team Licenses are sold in 5 User Packs and the Quantity -specified above denotes the total number of 5 User Packs. - -1.7 “Licensed Product” means the specific products provided by Synopsys -and listed in a Purchasing Agreement and (a) all related Documentation, -and (b) all updates (including Licensed Product Updates), modifications -and maintenance services provided to Customer. An overview of the -product packages included in the Licensed Product identified in the -applicable Purchase Agreement are posted at: -https://www.synopsys.com/company/legal/softwareintegrity/product-package-overview.html. - -1.8 “Licensed Product Updates” means features and functionalities of -Licensed Products which may be updated from time to time, including but -not limited to updated protocols for Defensics; updated checkers for -Coverity; updated definitions of, and metadata from open source and -vulnerabilities related to Open Source Software for applicable Black -Duck labeled products; and updated vulnerability definitions for Seeker. - -1.9 “Plug-In” means additional functionality or features available to an -end user through a standalone component used in conjunction with a -Licensed Product subject to the terms and conditions set forth in this -Agreement. +The effective date of this Agreement is the effective date stated in the upper +right corner of this signature page which is the date last signed below (the +"Effective Date"). -1.10 “Team Name” means the named development team that is licensed to -use and operate the Licensed Product pursuant to a Team License granted -in an applicable Purchasing Agreement. -1.11 “Territory” means the specific country(ies) or geographical areas -identified in the applicable Purchasing Agreement to which the -Customer’s usage of the Licensed Product is limited. -For Black Duck labeled products only: +BLACK DUCK SOFTWARE, INC. +800 District Avenue, +Suite 201 +Burlington, MA 01803 +United States -1.12 “Application” means the software code associated with a single -software build, including multiple versions thereof. -1.13 “Code Contributor” means the individuals within or contracted by -the Customer’s organization who contribute or work with code for an -Application that will be scanned or analyzed by the Licensed Product. -The number of Code Contributors includes all developers, engineers, -analysts, architects, testers and managers who have written, modified or -reviewed code for any scanned or analyzed Application during the License -Term, as well as any individuals who interact with the Licensed Product -via UI, email/text alerts, API, or third-party integration. Code -Contributors do not include, however, those individuals within the -Customer’s organization who perform only software related documentation -or project management tasks. -1.14 “Hosting Services” shall have the meaning set forth in the Hosting -Services Addendum. +TERMS AND CONDITIONS + -1.15 “Hosted Software” shall have the meaning set forth in the Hosting +1. SCOPE AND KEY TERMS. + +The Licensed Product is the proprietary information of Black Duck or its +suppliers who retain exclusive title to their intellectual property rights in +the Licensed Product. Customer's rights to the Licensed Product are limited to +those expressly granted below and Black Duck reserves all rights not expressly +granted in this Agreement. + +1.1 Purchasing Agreements. + +The terms and conditions in this End User Software License and Maintenance +Agreement and the Purchasing Agreement(s) accepted by both Customer and Black +Duck contain all terms and conditions applicable to Customer's use of the +Licensed Product (collectively, the "Agreement"). A "Purchasing Agreement" is +a document that references this Agreement and identifies the specific Licensed +Product and rights being licensed hereunder, including the applicable License +Type, quantity, license term, Territory, Code Base, or other license +constraint, and the fees and payment terms for the Licensed Product licenses +(the "License Transaction"). An Affiliate of Customer may purchase licenses to +the Licensed Product by executing a Purchasing Agreement referencing this +Agreement; provided that this Agreement governs all such licenses and such +Affiliate complies with all Customer obligations referenced in this Agreement +and the Purchasing Agreement. Customer agrees that it shall be responsible for +the acts and omissions of its Affiliates with respect to any Licensed Product +licensed under an applicable Purchasing Agreement. Customer agrees that +Customer purchases under this Agreement and any Purchasing Agreement +incorporated herein by reference are neither contingent on the delivery of any +future functionality or features nor dependent on any oral or written public +comments made by Black Duck regarding future functionality or features. + +1.2 "Affiliate" of a party to this Agreement means another person or entity +that, directly or indirectly, controls, is controlled by or is under common +control with such party. For the purposes of this definition, "control" means +owning a beneficial interest (either directly or indirectly) in more than 50% +of the outstanding shares or securities or other ownership interest entitled to +vote for the election of directors or similar managing authority. An entity +shall be deemed to be an Affiliate under this Agreement for only so long as +such requisite conditions are maintained. + +1.3 "Authorized User" means a Party's and its Affiliate's employees and +authorized contractors: (a) whose duties require access to or use of the +Licensed Product or Confidential Information for the benefit of that party; and +(b) whose legal obligations to protect confidential and proprietary information +require protection of the Licensed Product and Confidential Information to at +least the same extent as set out in this Agreement. + +1.4 "Code Base" means those portions of Customer's software identified in an +applicable Purchasing Agreement by reference to the name of the product, +project or package. + +1.5 "Documentation" means the user documentation, in written, electronic or +other format, which describes the Licensed Product and its operation and which +Black Duck makes generally available to its licensed customers for use with the +Licensed Product. + +1.6 "License Type" means the usage rights purchased under the applicable +Purchasing Agreement. License Types offered by Black Duck from time to time can +be found at: https://www.blackduck.com/company/legal/license-types.html. + +1.7 "Licensed Product" means the specific products (including hosted products +designated as "Subscription Services" in the Purchasing Agreement) provided by +Black Duck and listed in a Purchasing Agreement and (a)�all related +Documentation, and (b) all updates (including Licensed Product Updates), +modifications and maintenance services provided to Customer. + +1.8 "Licensed Product Updates" means features and functionalities of Licensed +Products which may be updated from time to time, including but not limited to +updated protocols for Defensics; updated checkers for Coverity; updated +definitions of, and metadata from open source and vulnerabilities related to +Open Source Software for applicable Black Duck labeled products; and updated +vulnerability definitions for Seeker. + +1.9 "Plug-In" means additional functionality or features available to an end +user through a standalone component used in conjunction with a Licensed +Product. + +1.10 "Territory" means the specific country(ies) or geographical areas +identified in the applicable Purchasing Agreement to which Customer's usage of +the Licensed Product is limited. + +1.11 "Hosting Services" shall have the meaning set forth in the Hosting Services Addendum. + 2. LICENSE. -2.1 License Grant and Applicable Fees and Delivery. Subject to -Customer’s compliance with the terms and conditions of this Agreement, -Synopsys grants Customer a nonexclusive, non-transferable license, -solely during the license term and in the Territory set out in the -applicable Purchasing Agreement, to (a) use and operate the Licensed -Product to the extent permitted by Customer’s payment of applicable fees -for the License Type purchased, solely for the purpose of developing, -analyzing, building or testing the Code Base, Team Name, or other -license constraint identified in such Purchasing Agreement, and (b) copy -the Licensed Product as reasonably necessary to exercise the license -rights granted in subsection (a), including making a reasonable number -of copies for backup and archival purposes. All applicable fees are owed -upon the effective date of the applicable Purchasing Agreement, are -non-refundable upon such date, and are payable in accordance with the -payment schedule set out in the applicable Purchasing Agreement. All -past due amounts will incur interest at a rate of 1.5% per month or the -maximum rate permitted by law, whichever is less. If Customer does not -pay an amount by the scheduled due date, Synopsys will have the right to -withhold the delivery of the license keys and / or terminate the -applicable Purchase Agreement and accelerate the due date of all -remaining payments. In the foregoing event, Customer will owe the entire -outstanding balance as soon as Customer receives written notice from -Synopsys that payment is overdue. Fees payable are net amounts, without -deduction for taxes or duties. Customer will pay taxes and duties -(including but not limited to sales, use and withholding taxes) -associated with its purchases under this Purchasing Agreement, except -for Synopsys’ net income taxes; taxes and duties are based on where the -Licensed Product is electronically delivered and where Services are -delivered. Applicable sales tax will be included on invoices for -Licensed Products and / or Services. Invoices for Licensed Products and -/ or Services are issued upon Customer execution of the applicable -Purchasing Agreement. Where practical, Synopsys will deliver the -Licensed Product electronically and delivery will be deemed to occur -upon the Licensed Product being available for electronic download. -Delivery of any tangible media will be made F.O.B. point of shipment. - -2.2 Conditions. The rights granted to Customer above are conditional -upon Customer’s compliance with the following obligations: - -a. Customer will not copy Synopsys’ Licensed Products or Documentation, -in whole or in part, except as expressly authorized in this Agreement. - -b. Customer will not transfer, assign, lease, lend or rent Synopsys’ +2.1 License Grant. + +Subject to Customer's compliance with this Agreement, Black Duck grants +Customer a nonexclusive, non-transferable license, solely during the license +term and in the Territory set out in the applicable Purchasing Agreement, to +(a) use and operate the Licensed Product to the extent permitted by Customer's +payment of applicable fees, solely for the purpose of developing, analyzing, +building or testing the Code Base, or other license constraint identified in +such Purchasing Agreement, and (b)�copy the Licensed Product as reasonably +necessary to exercise the license rights granted in subsection�(a), including +making a reasonable number of copies for backup and archival purposes. + +2.2 Conditions. + +The rights granted to Customer above are conditional upon Customer's compliance +with the following obligations: + +a. Customer will not copy Black Duck's Licensed Products or Documentation, in +whole or in part, except as expressly authorized in this Agreement. + +b. Customer will not transfer, assign, lease, lend or rent Black Duck's Licensed Products or Documentation, use them to provide service bureau, -time-sharing or other services, or otherwise provide or make the -functionality thereof available to third parties except as expressly -authorized in this Agreement. - -c. Customer will not disassemble, decompile, reverse engineer, modify or -create derivative works of Synopsys’ Licensed Products or Documentation -nor permit any third party to do so, except to the extent such -restrictions are prohibited by applicable mandatory local law. - -d. Customer will not allow access or use of the Licensed Product by, and -will not display the Licensed Product’s user interfaces to anyone other -than the Authorized Users without Synopsys’s prior express written -consent. - -e. Customer will not disclose to any third party any comparison of the -results of operation of Synopsys’ Licensed Products with other products. - -f. Customer will not delete or in any manner alter the copyright, -trademark or other proprietary rights notices appearing on the Licensed -Product as delivered by Synopsys. Customer will reproduce such notices -on all copies Customer is authorized to make of the Licensed Product. - -g. Customer’s use of the Licensed Product is timelimited to the licensed -term set out in the applicable Purchasing Agreement, and such use and -access may be monitored and regulated through a license management tool -(the “License Manager”) and a Licensed Product Updatestool. The License -Manager will report such data (collectively, “Use and Compliance Data”) -to Synopsys. Customer will not install or use the Licensed Product in a -manner that circumvents or interferes with the operation of the License -Manager, the Licensed Product Updates tool or any other technological -measure that controls access to the Licensed Product. Some -configurations may require the License Manager or the Licensed Product -Updates tool to be installed only on designated servers. For those -configurations, Synopsys will support two changes to the designated +time-sharing or other services, or otherwise provide or make the functionality +thereof available to third parties, except as expressly authorized in this +Agreement. + +c. Customer will not disassemble, decompile, reverse engineer, modify or create +derivative works of the Licensed Products or Documentation nor permit any third +party to do so, except to the extent such restrictions are prohibited by +applicable mandatory local law. + +d. Customer will not allow access or use of the Licensed Products by, and will +not display the Licensed Products' user interfaces to anyone other than the +Authorized Users without Black Duck's prior written consent. + +e. Customer will not disclose to any third party any comparison of the results +of operation of the Licensed Products with other products. + +f. Customer will not delete or in any manner alter the copyright, trademark or +other proprietary rights notices appearing on the Licensed Products as +delivered by Black Duck. Customer will reproduce such notices on all copies +Customer is authorized to make of the Licensed Products. + +g. Customer's use of the Licensed Products is time-limited to the licensed term +set out in the applicable Purchasing Agreement, and such use and access may be +monitored and regulated through a license management tool (the "License +Manager") and a Licensed Product Updates tool. The License Manager will report +such data (collectively, "License Manager Data") to Black Duck. Customer will +not install or use the Licensed Products in a manner that circumvents or +interferes with the operation of the License Manager, the Licensed Product +Updates tool or any other technological measure that controls access to the +Licensed Products. Some configurations may require the License Manager or the +Licensed Product Updates tool to be installed only on designated servers. For +those configurations, Black Duck will support two changes to the designated servers during any twelve-month period upon prior written notice. -2.3. Offsite Contractors. Customer may allow Authorized Users that are -offsite contractors to access and use the Licensed Product solely for -Customer’s benefit in accordance with this Agreement provided that: (a) -Customer is responsible for the acts and omissions of its offsite -contractors with respect to any Licensed Product licensed under this -Agreement; (b) Customer ensures that the Licensed Product is completely -and irretrievably uninstalled from any offsite contractor’s equipment -and premises (except for those modules necessary to view results and -other data generated from using the Licensed Product) immediately upon -completion of the offsite contractor’s services requiring use of the -Licensed Product; and (c) Customer has a written agreement in place with -the offsite contractor requiring that the offsite contractor protect -Synopsys’ Licensed Product, Confidential Information and intellectual -property at least to the same extent as set forth in this Agreement. -Customer acknowledges that Synopsys has no warranty or other obligations -to Customer’s offsite contractors. - -2.4. Licensed Product Updates. Customers with licenses to Licensed -Products are granted the right to use, as part of the Licensed Products, -such Licensed Product Updates as and when they are made generally -available to Synopsys’ end user customers who have purchased such -maintenance/support offering and for such period of time as indicated in -the applicable Purchasing Agreement. This Agreement does not otherwise -permit Customer to obtain and use Licensed Product Updates. - -2.5. Special Terms for Third Party Software. The Licensed Product may -contain open source or community source software (“Open Source -Software”) provided under separate license terms (the “Open Source -License Terms”). The applicable Open Source License Terms are identified -in a directory named “Licenses” provided with the delivery of the -Licensed Product. Customer’s use of the Open Source Software in -conjunction with the Licensed Product in a manner consistent with the -terms of this Agreement is permitted, however, Customer may have broader -rights under the applicable Open Source License Terms and nothing in -this Agreement is intended to impose further restrictions on Customer’s -use of the Open Source Software. Open Source Software is provided -“AS-IS”, WITHOUT ANY WARRANTY OF ANY KIND, AND SYNOPSYS FURTHER -DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH -RESPECT TO OPEN SOURCE SOFTWARE, INCLUDING BUT NOT LIMITED TO THE -IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR -A PARTICULAR PURPOSE. NEITHER SYNOPSYS NOR THE LICENSORS OF OPEN SOURCE +h. For telemetry data, Black Duck's Use and Compliance Data Policy is posted +at: +https://www.blackduck.com/company/legal/software-integrity/use-compliance-data-policy.html. + +2.3. Applicable Fees, Taxes and Delivery. + +All applicable fees are owed upon the effective date of the Purchasing +Agreement, are non-refundable upon such date, and are payable in accordance +with the payment schedule set out in the Purchasing Agreement. All past due +amounts will incur interest at a rate of 1.5% per month or the maximum rate +permitted by law, whichever is less. If Customer does not pay an amount by the +scheduled due date, Black Duck will have the right to withhold the delivery of +the license keys and / or terminate the Purchase Agreement and accelerate the +due date of all remaining payments. In the foregoing event, Customer will owe +the entire outstanding balance as soon as Customer receives written notice from +Black Duck that payment is overdue. Fees payable are net amounts, without +deduction for taxes or duties. Customer will pay taxes and duties (including +but not limited to sales, use and withholding taxes) associated with its +purchases under the Purchasing Agreement, except for Black Duck's net income +taxes. Taxes and duties are based on where the Licensed Products are +electronically delivered and where Services are delivered. Applicable sales tax +will be included on invoices for Licensed Products and / or Services. Invoices +for Licensed Products and /or Services are issued upon Customer's execution of +the Purchasing Agreement. Where practical, Black Duck will deliver the +Licensed Products electronically and delivery will be deemed to occur upon the +Licensed Products being available for electronic download. Delivery of any +tangible media will be made F.O.B. point of shipment. + +2.4. Offsite Contractors. + +Customer may allow Authorized Users that are offsite contractors to access and +use the Licensed Products solely for Customer's benefit in accordance with this +Agreement provided that: (a) Customer is responsible for the acts and omissions +of its offsite contractors with respect to any Licensed Products licensed under +this Agreement; (b) Customer ensures that the Licensed Products are completely +and irretrievably uninstalled from any offsite contractor's equipment and +premises (except for those modules necessary to view results and other data +generated from using the Licensed Products) immediately upon completion of the +offsite contractor's services requiring use of the Licensed Products; and (c) +Customer has a written agreement in place with the offsite contractor requiring +that the offsite contractor protect the Licensed Products, Confidential +Information and intellectual property at least to the same extent as set forth +in this Agreement. Customer acknowledges that Black Duck has no warranty or +other obligations to Customer's offsite contractors. + +2.5. Licensed Product Updates. + +Customers with licenses to Licensed Products are granted the right to use, as +part of the Licensed Products, such Licensed Product Updates as and when they +are made generally available to Black Duck's end user customers who have +purchased such maintenance/support offering and for such term as indicated in +the applicable Purchasing Agreement. This Agreement does not otherwise permit +Customer to obtain and use Licensed Product Updates. + +2.6. Special Terms for Third Party Software. + +The Licensed Product may contain open source or community source software +("Open Source Software") provided under separate license terms (the "Open +Source License Terms"). The applicable Open Source License Terms are +identified in a directory named "Licenses" provided with the delivery of the +Licensed Product. Customer's use of the Open Source Software in conjunction +with the Licensed Product in a manner consistent with the terms of this +Agreement is permitted, however, Customer may have broader rights under the +applicable Open Source License Terms and nothing in this Agreement is intended +to impose further restrictions on Customer's use of the Open Source Software. +Open Source Software is provided "AS-IS", WITHOUT ANY WARRANTY OF ANY KIND, AND +BLACK DUCK FURTHER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR +STATUTORY, WITH RESPECT TO OPEN SOURCE SOFTWARE, INCLUDING BUT NOT LIMITED TO +THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A +PARTICULAR PURPOSE. NEITHER BLACK DUCK NOR THE LICENSORS OF OPEN SOURCE SOFTWARE SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, -SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT -LIMITATION LOST PROFITS), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, -WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR -OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OR DISTRIBUTION OF THE OPEN -SOURCE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. -Copyrights to Open Source Software are held by the copyright holders -indicated in the copyright notices in the corresponding source files. - -2.6. Feedback and Analytics. Customer may choose to, but is not required -to, provide suggestions, data, feedback and other information to -Synopsys, its subcontractors or authorized distributors regarding -possible improvements in the operation, functionality or use of -Synopsys’ Licensed Products (“Feedback”). Customer hereby grants to -Synopsys, its subcontractors and authorized distributors, a -nonexclusive, perpetual, irrevocable, royalty-free and fully paid up -license to use, copy, display, modify, create derivative works of and -distribute any Feedback, and to make, have made, use, lease, sell, offer -for sale, import, export or otherwise transfer any Synopsys product -offering covered by any intellectual property rights in such Feedback -solely for the purpose of (i) improving the operation, functionality or -use of its existing and future product offerings and commercializing -such offerings; and (ii) publishing aggregated statistics about software -quality, provided that no data in any such publication can be used to +SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST +PROFITS), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, +STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY +WAY OUT OF THE USE OR DISTRIBUTION OF THE OPEN SOURCE SOFTWARE, EVEN IF ADVISED +OF THE POSSIBILITY OF SUCH DAMAGES. Copyrights to Open Source Software are held +by the copyright holders indicated in the copyright notices in the +corresponding source files. + +2.7. Feedback and Analytics. + +Customer may choose to, but is not required to, provide suggestions, data, +feedback and other information to Black Duck, its subcontractors or authorized +distributors regarding possible improvements in the operation, functionality or +use of Black Duck's Licensed Products ("Feedback"). Customer hereby grants to +Black Duck, its subcontractors and authorized distributors, a non-exclusive, +perpetual, irrevocable, royalty-free and fully paid up license to use, copy, +display, modify, create derivative works of and distribute any Feedback, and to +make, have made, use, lease, sell, offer for sale, import, export or otherwise +transfer any Black Duck product offering covered by any intellectual property +rights in such Feedback solely for the purpose of (i) improving the operation, +functionality or use of its existing and future product offerings and +commercializing such offerings; and (ii) publishing aggregated statistics about +software quality, provided that no data in any such publication can be used to specifically identify Customer or Customer's software code. -2.7. Keys and Access. Synopsys agrees to provide Customer those -authorization keys and/or passwords, which are necessary to permit -Customer to gain access to the Licensed Product made available to -Customer for the Licensed Product which has been properly licensed to -Customer in accordance with this Agreement. Notwithstanding anything to -the contrary in this Agreement, Customer hereby acknowledges that -Customer shall have no right or license to any software made available -to Customer which has not been properly licensed to Customer pursuant to -this Agreement or the applicable Purchasing Agreement, or that has been -included therein solely as a matter of convenience, and that Customer -agrees not to attempt to gain access to, or permit any third party to -attempt to gain access to, such software. - -2.8. Plug-Ins. For Customers with valid licenses to the Licensed -Products, including Seeker, Customer is hereby granted the right to use, -in conjunction with the Licensed Products licensed to Customer, Plug-Ins -made available for use with the Licensed Products by Synopsys from time -to time. No additional Purchasing Agreements are required in connection -with the use of such Plug-Ins. Customer’s right to use such Plug-Ins are -provided under the terms of this Agreement, including the license grant -set forth in Section 2.1 of this Agreement. Notwithstanding the -foregoing, a Plug-In is not “Software” for purposes of this Agreement. -ALL PLUGINS ARE PROVIDED AS-IS”, WITHOUT ANY WARRANTY OF ANY KIND. -SYNOPSYS AND ITS PARTNERS, SUPPLIERS AND DISTRIBUTORS DISCLAIM ALL OTHER -WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO SUCH PLUG-IN, -INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NONINFRINGEMENT, -MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. SYNOPSYS AND ITS -PARTNERS, SUPPLIERS AND DISTRIBUTORS DISCLAIM ALL LIABILITY UNDER THIS -AGREEMENT WITH RESPECT TO ANY PLUG-IN. The indemnification provisions of -Section 5 of this Agreement shall not apply to Plug-Ins. +2.8. Keys and Access. + +Black Duck agrees to provide Customer those authorization keys and/or +passwords, which are necessary to permit Customer to gain access to the +Licensed Product made available to Customer for the Licensed Product which has +been properly licensed to Customer in accordance with this Agreement. +Notwithstanding anything to the contrary in this Agreement, Customer hereby +acknowledges that Customer shall have no right or license to any software made +available to Customer which has not been properly licensed to Customer pursuant +to this Agreement or the applicable Purchasing Agreement, or that has been +included therein solely as a matter of convenience, and that Customer agrees +not to attempt to gain access to, or permit any third party to attempt to gain +access to, such software. + +2.9. Plug-Ins. + +For Customers with valid licenses to the Licensed Products, Customer is hereby +granted the right to use, in conjunction with the Licensed Products, Plug-Ins +made available for use with the Licensed Products. No additional Purchasing +Agreements are required in connection with the use of such Plug-Ins. +Customer's right to use such Plug-Ins is provided under the terms of this +Agreement, including the license grant set forth in Section 2.1 of this +Agreement. Any obligation of Black Duck under Sections 4.1 and 5.1 hereof, and +its obligations to provide Maintenance Services regarding Plug-Ins, shall apply +only to the extent that such Plug-In has been developed by Black Duck or +implemented for Customer by Black Duck and shall not extend to any conditions +arising from Customer's environment or changes made by any third party programs +that such Plug-In is used in conjunction with ("Modified Plug-Ins"). ALL +MODIFIED PLUG-INS ARE PROVIDED AS-IS", WITHOUT ANY WARRANTY OF ANY KIND. BLACK +DUCK AND ITS PARTNERS, SUPPLIERS AND DISTRIBUTORS DISCLAIM ALL OTHER +WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO SUCH MODIFIED +PLUG-IN, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF +NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. BLACK +DUCK AND ITS PARTNERS, SUPPLIERS AND DISTRIBUTORS DISCLAIM ALL LIABILITY UNDER +THIS AGREEMENT WITH RESPECT TO ANY MODIFIED PLUG-INS. 3. CONFIDENTIALITY. -3.1. Confidential Information. “Confidential Information” means: (a) -each party’s software products, in byte code or source code form; (b) -any authorization keys and passwords delivered in order to operate such -products; (c) Documentation, product road maps and development plans, -and product pricing information; (d) any business, technical or training -information of a party that, if disclosed in writing, is marked -“confidential” or “proprietary” at the time of disclosure, or, if -disclosed orally, is identified as “confidential” or “proprietary” at -the time of disclosure, and is summarized in a writing sent by the -disclosing party to the other party within thirty (30) days of such -disclosure or, without a marking requirement where the receiving party -knows or reasonably should understand the disclosure to be confidential -or trade secret information; and (e) Customer specific terms and pricing -set forth in any quotation, Purchasing Agreement or this Agreement. - -3.2. Exclusions. Confidential Information does not include information -that: (a) is or becomes generally known or available to the public -through no act or omission of the party receiving Confidential -Information (“Receiving Party”); (b) is rightfully known by the -Receiving Party prior to receiving such information from the other party -(“Disclosing Party”) and without restriction as to use or disclosure; -(c) is independently developed by the Receiving Party without use of the -Disclosing Party’s Confidential Information and without breach of this -Agreement; or (d) is rightfully received by the Receiving Party from a -third party without restriction on use or disclosure. The existence of -this Agreement and the nature of the business relationship between the -parties are not considered Confidential Information. - -3.3. Use and Disclosure Restrictions. Receiving Party will not use the -Disclosing Party’s Confidential Information except as necessary to -exercise the rights granted under this Agreement or to evaluate -opportunities to license additional Licensed Products pursuant to this -Agreement, and will not disclose such Confidential Information to any -person or entity except to its Authorized Users. Without limiting the -generality of the foregoing, Customer agrees that it will not post the -Licensed Product, the Documentation, or any screenshots of the Licensed -Product or results generated by the Licensed Product, on any network -that is accessible by anyone other than the Authorized Users. The -foregoing obligations will not restrict either party from disclosing -Confidential Information of the other party: (a) pursuant to the order -or requirement of a court, administrative agency, or other governmental -body, provided that the party required to make such a disclosure gives -reasonable notice to the other party to contest such order or -requirement; and (b) on a confidential basis to its legal or financial -advisors that need to know in order to provide business advice to such -party. In addition, each party may disclose the terms and conditions of -this Agreement: - -(i) as required under applicable securities regulations; and - -(ii) on a confidential basis to present or future providers of venture -capital and potential private investors in or acquirers of such party. - -3.4. Right of Equitable Relief. The parties acknowledge that violations -of the covenants and obligations of this Agreement may cause the -non-breaching party irreparable injury for which an adequate remedy at -law may not be available. Therefore, the non-breaching party shall be -entitled to seek all remedies that may be available under equity, -including immediate injunctive relief, in addition to whatever remedies -may be available at law. +3.1. Confidential Information. + +"Confidential Information" means: (a) each party's software products, in byte +code or source code form; (b) any authorization keys and passwords delivered in +order to operate such products; (c) Documentation, product road maps and +development plans, and product pricing information; (d) any business, technical +or training information of a party that, if disclosed in writing, is marked +"confidential" or "proprietary" at the time of disclosure, or, if disclosed +orally, is identified as "confidential" or "proprietary" at the time of +disclosure, and is summarized in a writing sent by the disclosing party to the +other party within thirty (30) days of such disclosure or, without a marking +requirement where the receiving party knows or reasonably should understand the +disclosure to be confidential or trade secret information; and (e)�Customer +specific terms and pricing set forth in any quotation, Purchasing Agreement or +this Agreement. + +3.2. Exclusions. + +Confidential Information does not include information that: (a) is or becomes +generally known or available to the public through no act or omission of the +party receiving Confidential Information ("Receiving Party"); (b) is rightfully +known by the Receiving Party prior to receiving such information from the other +party ("Disclosing Party") and without restriction as to use or disclosure; (c) +is independently developed by the Receiving Party without use of the Disclosing +Party's Confidential Information and without breach of this Agreement; or (d) +is rightfully received by the Receiving Party from a third party without +restriction on use or disclosure. The existence of this Agreement and the +nature of the business relationship between the parties are not considered +Confidential Information. + +3.3. Use and Disclosure Restrictions. + +Receiving Party will not use the Disclosing Party's Confidential Information +except as necessary to exercise the rights granted under this Agreement or to +evaluate opportunities to license additional Licensed Products pursuant to this +Agreement, and will not disclose such Confidential Information to any person or +entity except to its Authorized Users. Without limiting the generality of the +foregoing, Customer agrees that it will not post the Licensed Product, the +Documentation, or any screenshots of the Licensed Product or results generated +by the Licensed Product, on any network that is accessible by anyone other than +the Authorized Users. The foregoing obligations will not restrict either party +from disclosing Confidential Information of the other party: (a) pursuant to +the order or requirement of a court, administrative agency, or other +governmental body, provided that the party required to make such a disclosure +gives reasonable notice to the other party to contest such order or +requirement; and (b) on a confidential basis to its legal or financial advisors +that need to know in order to provide business advice to such party. In +addition, each party may disclose the terms and conditions of this Agreement: +(i) as required under applicable securities regulations; and (ii) on a +confidential basis to present or future providers of venture capital and +potential private investors in or acquirers of such party. + +3.4. Right of Equitable Relief. + +The parties acknowledge that violations of the obligations of this Agreement +may cause the non-breaching party irreparable injury for which an adequate +remedy at law may not be available. Therefore, the non-breaching party shall +be entitled to seek all remedies that may be available under equity, including +immediate injunctive relief, in addition to whatever remedies may be available +at law. + 4. WARRANTY. -4.1. Limited Licensed Product Warranty. Subject to the remainder of this -Section 4, for a period of forty five (45) days from earlier of the date -that the Licensed Product is first made available to Customer for -download or Customer’sfirst receipt of the Licensed Product pursuant to -an Purchasing Agreement, Synopsys represents and warrants that, (a) the -media on which the Licensed Product is delivered will be free of defects -in material and workmanship, (b) the Licensed Product will substantially -conform to the functional specifications set forth in the applicable -Documentation, and (c) it has used commercially available -virus-detection software to scan the Licensed Product, and it has not -knowingly introduced into the Licensed Product any virus, Trojan horse, -trap door, or other code that is intended to cause harm to the Code Base -or other systems. - -4.2. Sole Remedy. If, during the warranty period set forth in Section -4.1, Synopsys receives written notice from Customer of non-conformity of -the Licensed Product with the warranty set forth in Section 4.1, -Synopsys will, as Customer’s sole and exclusive remedy and Synopsys’ -entire liability for such nonconformity: (a) deliver a correction or -workaround for the non-conformity; or (b) if Synopsys is unable to -deliver such a correction or workaround, provide written notice to -Customer and, upon Customer’s return or confirmed destruction of all -copies of the non-conforming Licensed Product to Synopsys, refund the -license fees paid by Customer for such nonconforming Licensed Product. -THE FOREGOING STATES CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR WARRANTY -CLAIMS RELATED TO THE LICENSED PRODUCT. - -4.3. Disclaimer. Synopsys does not warrant that the Licensed Product -will meet Customer’s requirements, that the Licensed Product will -operate in combinations with equipment, devices, software or systems -provided by persons other than Synopsys, that the operation of the -Licensed Product will be error-free or uninterrupted, or that the -Licensed Product will discover all open source or third-party code, -potential license conflicts, errors and vulnerabilities that may reside -in the Code Base. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, -SYNOPSYS AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, CONDITIONS AND -REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THOSE RELATED -TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY -QUALITY, ACCURACY OR COMPLETENESS OF RESULTS, CONFORMANCE WITH -DESCRIPTION, AND NON-INFRINGEMENT. SYNOPSYS AND ITS SUPPLIERS -SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, CONDITIONS AND -REPRESENTATIONS ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. +4.1. Limited Licensed Product Warranty. + +Subject to the remainder of this Section 4, for a period of ninety (90) days +from earlier of the date that the Licensed Product is first made available to +Customer for download or Customer's first receipt of the Licensed Product +pursuant to an Purchasing Agreement, Black Duck represents and warrants that, +(a) the media on which the Licensed Product is delivered will be free of +defects in material and workmanship, (b) the Licensed Product will +substantially conform to the functional specifications set forth in the +applicable Documentation, and (c) it has used commercially available +virus-detection software to scan the Licensed Product, and it has not knowingly +introduced into the Licensed Product any virus, Trojan horse, trap door, or +other code that is intended to cause harm to the Code Base or other systems. + +4.2. Sole Remedy. + +If, during the warranty period set forth in Section 4.1, Black Duck receives +written notice from Customer of non-conformity of the Licensed Product with the +warranty set forth in Section 4.1, Black Duck will, as Customer's sole and +exclusive remedy and Black Duck's entire liability for such non-conformity: +(a)� deliver a correction or workaround for the non-conformity; or (b)�if Black +Duck is unable to deliver such a correction or workaround, provide written +notice to Customer and, upon Customer's return or confirmed destruction of all +copies of the non-conforming Licensed Product to Black Duck, refund the license +fees paid by Customer for such non-conforming Licensed Product. THE FOREGOING +STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR WARRANTY CLAIMS RELATED TO THE +LICENSED PRODUCT. + +4.3. Disclaimer. + +Black Duck does not warrant that the Licensed Product will meet Customer's +requirements, that the Licensed Product will operate in combinations with +equipment, devices, software or systems provided by persons other than Black +Duck, that the operation of the Licensed Product will be error-free or +uninterrupted, or that the Licensed Product will discover all open source or +third-party code, potential license conflicts, errors and vulnerabilities that +may reside in the Code Base. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, +BLACK DUCK AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, CONDITIONS AND +REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THOSE RELATED TO +MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, +ACCURACY OR COMPLETENESS OF RESULTS, CONFORMANCE WITH DESCRIPTION, AND +NON-INFRINGEMENT. BLACK DUCK AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ALL +IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS ARISING OUT OF COURSE OF +DEALING, USAGE OR TRADE. + 5. INDEMNIFICATION. -5.1. Infringement Indemnity. Synopsys will defend or settle any action -brought against Customer by paying all costs, damages and reasonable -attorneys’ fees that are finally awarded against Customer to the extent -those amounts are based upon a third party claim that the Licensed -Product, as provided by Synopsys to Customer under this Agreement and -used in accordance with this Agreement, directly infringes any U.S. -patent, or copyright or misappropriates any U.S. trade secret. However, -Synopsys’ obligations under this Section 5 are subject to the following -conditions: - -(a) Customer must promptly notify Synopsys in writing of the action; - -(b) Customer grants Synopsys sole control of the defense and settlement -of the action; and - -(c) Customer must provide Synopsys, at Synopsys’ expense, with all -assistance, information and authority reasonably requested for the -defense and settlement of the action. - -Synopsys will not be responsible for any compromise made or expense -incurred without its consent. If use of any of the Licensed Product is, -or in Synopsys’ reasonable opinion is likely to be, the subject of an -action specified in this Section 5.1, Synopsys may, at its sole option -and at no additional charge: - -(i) procure for Customer the right to continue using such Licensed -Product; - -(ii) replace or modify such Licensed Product so that it is noninfringing -and substantially equivalent in function to the original Licensed -Product; or - -(iii) if options (i) and (ii) above are not accomplished despite -Synopsys’ reasonable efforts, terminate Customer’s rights and Synopsys’ -obligations hereunder with respect to such Licensed Product and refund -the unamortized portion of the license fees paid for such Licensed -Product, based upon a straight-line depreciation over the term of the -license commencing as of the date Customer received such Licensed -Product. +5.1. Infringement Indemnity. + +Black Duck will defend or settle any action brought against Customer by paying +all costs, damages and reasonable attorneys' fees that are finally awarded +against Customer to the extent those amounts are based upon a third party claim +that the Licensed Product, as provided by Black Duck to Customer under this +Agreement and used in accordance with this Agreement, directly infringes any +U.S. patent, or copyright or misappropriates any U.S. trade secret. However, +Black Duck's obligations under this Section 5 are subject to the following +conditions: (a) Customer must promptly notify Black Duck in writing of the +action; (b) Customer grants Black Duck sole control of the defense and +settlement of the action; and (c) Customer must provide Black Duck, with all +assistance, information and authority reasonably requested for the defense and +settlement of the action. Black Duck will not be responsible for any +compromise made or expense incurred without its consent. If use of any of the +Licensed Product is, or in Black Duck's reasonable opinion is likely to be, the +subject of an action specified in this Section 5.1, Black Duck may, at its sole +option and at no additional charge: (i) procure for Customer the right to +continue using such Licensed Product; (ii) replace or modify such Licensed +Product so that it is non-infringing and substantially equivalent in function +to the original Licensed Product; or (iii) if options (i) and (ii) above are +not accomplished despite Black Duck's reasonable efforts, terminate Customer's +rights and Black Duck's obligations hereunder with respect to such Licensed +Product and refund the unamortized portion of the license fees paid for such +Licensed Product, based upon a straight-line depreciation over the term of the +license commencing as of the date Customer received such Licensed Product. + +5.2. Exclusions. + +Notwithstanding the terms of Section 5.1, Black Duck will have no liability for +any infringement or misappropriation action or claim of any kind to the extent +that it results from: (a) modifications to the Licensed Product made by a party +other than Black Duck, if the infringement or misappropriation would not have +occurred but for such modifications; (b) the combination, operation or use of +the Licensed Product with equipment, devices, software, systems or data not +supplied by Black Duck, if the infringement or misappropriation would not have +occurred but for such combination, operation or use; (c) Customer's failure to +use the updated or modified Licensed Product provided by Black Duck to avoid +infringement or misappropriation; (d) Black Duck's compliance with any designs +or specifications provided by Customer; and/or (e) Customer's use of the +Licensed Product other than as authorized by this Agreement. + +5.3. Sole Remedy. + +THE PROVISIONS OF THIS SECTION 5 SET FORTH BLACK DUCK'S SOLE AND EXCLUSIVE +OBLIGATIONS, AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO +INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND. +EXCEPT AS SET FORTH ABOVE, BLACK DUCK AND ITS SUPPLIERS DISCLAIM ALL IMPLIED +OBLIGATIONS WITH RESPECT TO INTELLECTUAL PROPERTY INDEMNIFICATION. -5.2. Exclusions. Notwithstanding the terms of Section 5.1, Synopsys will -have no liability for any infringement or misappropriation action or -claim of any kind to the extent that it results from: -(a) modifications to the Licensed Product made by a party other than -Synopsys, if the infringement or misappropriation would not have -occurred but for such modifications; +6. LIMITATION OF LIABILITY. -(b) the combination, operation or use of the Licensed Product with -equipment, devices, software, systems or data not supplied by Synopsys, -if the infringement or misappropriation would not have occurred but for -such combination, operation or use; +6.1. Exclusion of Damages. Notwithstanding anything to the contrary, this +Agreement does not limit liability due to death or personal injury caused by +gross negligence, or liability due to fraudulent misrepresentations or willful +misconduct, or liability arising from breaches of confidentiality obligations +or license grants or conditions hereunder. SUBJECT TO THE FOREGOING SENTENCE, +IN NO EVENT WILL EITHER PARTY, OR ITS SUPPLIERS, BE LIABLE TO THE OTHER FOR ANY +SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING +LOSS OF USE, DATA, BUSINESS OR PROFITS, REVENUE, GOODWILL, ANTICIPATED SAVINGS) +OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF +THIS AGREEMENT, WHETHER BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING +NEGLIGENCE), FAILURE OF A REMEDY TO ACCOMPLISH ITS PURPOSE, STRICT LIABILITY OR +OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Customer +acknowledges that Black Duck would not be able to provide the Licensed Product +without the limitations set forth in this Section 6. Customer may have other +rights under applicable mandatory local laws. This Agreement does not change +Customer's rights under applicable mandatory local laws if such laws do not +permit it to do so. + +6.2. Cap on Liability. + +IN NO EVENT WILL BLACK DUCK, ITS AFFILIATES OR ITS SUBSIDIAIRIES, OR ITS +SUPPLIERS' AGGREGATE LIABILITY UNDER THIS AGREEMENT, OR RELATING TO ITS SUBJECT +MATTER, EXCEED WITH RESPECT TO ANY LICENSED PRODUCT, THE AMOUNT PAID BY +CUSTOMER FOR THE LICENSED PRODUCT GIVING RISE TO THE CLAIM, AND WITH RESPECT TO +SERVICES, THE AMOUNT PAID BY CUSTOMER FOR THE SERVICES GIVING RISE TO THE +CLAIM. -(c) Customer’s failure to use the updated or modified Licensed Product -provided by Synopsys to avoid infringement or misappropriation; -(d) Synopsys’ compliance with any designs or specifications provided by -Customer; and/or (e) Customer’s use of the Licensed Product other than -as authorized by this Agreement. +7. EXPIRATION AND TERMINATION. -5.3. Sole Remedy. THE PROVISIONS OF THIS SECTION 5 SET FORTH SYNOPSYS’ -SOLE AND EXCLUSIVE OBLIGATIONS, AND CUSTOMER’S SOLE AND EXCLUSIVE -REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF -INTELLECTUAL PROPERTY RIGHTS OF ANY KIND. EXCEPT AS SET FORTH ABOVE, -SYNOPSYS AND ITS SUPPLIERS DISCLAIM ALL IMPLIED OBLIGATIONS WITH RESPECT -TO INTELLECTUAL PROPERTY INDEMNIFICATION. +7.1. Term of Agreement. -6. LIMITATION OF LIABILITY. +The term of this Agreement shall begin on the Effective Date of this Agreement +and will end when this Agreement is terminated by either party in accordance +with this Section 7. -6.1. Exclusion of Damages. Notwithstanding anything to the contrary, -this Agreement does not limit liability due to death or personal injury -caused by gross negligence, or liability due to fraudulent -misrepresentations or willful misconduct, or liability arising from -breaches of confidentiality obligations or license grants or conditions -hereunder. SUBJECT TO THE FOREGOING SENTENCE, IN NO EVENT WILL EITHER -PARTY, OR ITS SUPPLIERS, BE LIABLE TO THE OTHER FOR ANY SPECIAL, -INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS -OF USE, DATA, BUSINESS OR PROFITS, REVENUE, GOODWILL, ANTICIPATED -SAVINGS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES -ARISING OUT OF THIS AGREEMENT, WHETHER BASED UPON CONTRACT, WARRANTY, -TORT (INCLUDING NEGLIGENCE), FAILURE OF A REMEDY TO ACCOMPLISH ITS -PURPOSE, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE -POSSIBILITY OF SUCH DAMAGES. Customer acknowledges that Synopsys would -not be able to provide the Licensed Product without the limitations set -forth in this Section 6. Customer may have other rights under applicable -mandatory local laws. This Agreement does not change Customer’s rights -under applicable mandatory local laws if such laws do not permit it to -do so. - -6.2. Cap on Liability. IN NO EVENT WILL SYNOPSYS, ITS AFFILIATES OR ITS -SUBSIDIAIRIES, OR ITS SUPPLIERS’ AGGREGATE LIABILITY UNDER THIS -AGREEMENT, OR RELATING TO ITS SUBJECT MATTER, EXCEED WITH RESPECT TO ANY -LICENSED PRODUCT, THE AMOUNT PAID BY CUSTOMER FOR THE LICENSED PRODUCT -GIVING RISE TO THE CLAIM, AND WITH RESPECT TO SERVICES, THE AMOUNT PAID -BY CUSTOMER FOR THE SERVICES GIVING RISE TO THE CLAIM. +7.2. Term of Purchasing Agreement. -7. EXPIRATION AND TERMINATION. +Each Purchasing Agreement will have its own term, as indicated by the license +term applicable to the Licensed Product licensed under such Purchasing +Agreement. + +7.3. Termination for Breach. -7.1. Term of Agreement. The term of this Agreement shall begin on the -Effective Date of this Agreement and will end when this Agreement is -terminated by either party in accordance with this Section 7. - -7.2. Term of Purchasing Agreement. Each Purchasing Agreement will have -its own term, as indicated by the License Term applicable to the -Licensed Product licensed under such Purchasing Agreement. - -7.3. Termination for Breach. Either party will have the right to -terminate this Agreement or any Purchasing Agreement if the other party -breaches any material term of the Agreement or Purchasing Agreement, as -the case may be, and if such breach is capable of cure, the breaching -party fails to cure such breach within thirty (30) days after receiving -written notice thereof. Either party will have the right to terminate -this Agreement if the other becomes insolvent or makes an assignment for -the benefit of creditors, or a trustee or receiver is appointed for such +Either party will have the right to terminate this Agreement or any Purchasing +Agreement if the other party breaches any material term of the Agreement or +Purchasing Agreement, as the case may be, and if such breach is capable of +cure, the breaching party fails to cure such breach within thirty (30) days +after receiving written notice thereof. Either party will have the right to +terminate this Agreement if the other becomes insolvent or makes an assignment +for the benefit of creditors, or a trustee or receiver is appointed for such other party or for a substantial part of its assets, or bankruptcy, -reorganization or insolvency proceedings shall be instituted by or -against such other party. Termination of this Agreement under this -Section 7 terminates all Purchasing Agreements and Licensed Product -licenses granted hereunder. - -7.4. Effect of Termination or Expiration. Upon termination or expiration -of this Agreement or a Purchasing Agreement, all Licensed Product -licenses and rights to use Confidential Information that are granted -thereunder shall terminate. Upon termination of this Agreement or -expiration of the license term in any Purchasing Agreement, Customer -will: (a) promptly return to Synopsys or destroy the applicable Licensed -Product and Confidential Information and all copies and portions -thereof, in all forms and types of media; and (b) promptly pay all fees -owing up to the date of termination. - -7.5. Survival. Sections 1, 2.2, 2.4, 2.5, 3, 4.3, 5.3, 6, 7.2, 7.3 and 8 -of the Agreement, Section 6 of the SDK Addendum, and the Special Terms -Addendum and the Hosting Services Addendum, will survive the termination -or expiration of this Agreement or of any Purchasing Agreement. +reorganization or insolvency proceedings shall be instituted by or against such +other party. Termination of this Agreement under this Section 7 terminates all +Purchasing Agreements and Licensed Product licenses granted hereunder. -8. GENERAL. +7.4. Effect of Termination or Expiration. -8.1. Promotion. Unless otherwise provided in the Purchasing Agreement, -Customer agrees that Synopsys may use Customer’s name and logo (in a -form approved by Customer) to identify Customer as a customer on -Synopsys’ website or in marketing or publicity materials or in any -filings made in connection with state or federal securities laws. -Additionally, upon execution of this Agreement, the parties will use -commercially reasonable efforts to issue mutually agreed upon joint -press releases or other public communications announcing Customer’s -entry into this Agreement. - -8.2. “Maintenance Services” means any standard Synopsys maintenance and -support services (excluding onsite support or consulting services -referenced in Section 8.3 below) related to the Licensed Product -licensed hereunder pursuant to a Purchasing Agreement, where such -services shall be governed by the applicable Synopsys Maintenance -Services terms attached to this Agreement. Except as indicated on an -applicable Purchasing Agreement, fees for Licensed Products include -Synopsys Standard Maintenance Services for the duration of the license -term applicable to such Licensed Products. In the event that the -Synopsys Maintenance Services Terms are not included herein (as an -addendum hereto or otherwise), the terms for Synopsys Maintenance -Services are hereby incorporated herein by references, and are available -at: - -for (a) Black Duck labeled products at -https://www.blackducksoftware.com/support/support-plans - -and (b) for all other Licensed Products at: -https://www.synopsys.com/company/legal/softwareintegrity/maintenance- -service-terms-v2015-1.html, or as otherwise indicated in the Purchasing -Agreement. +Upon termination or expiration of this Agreement or a Purchasing Agreement, all +Licensed Product licenses and rights to use Confidential Information that are +granted thereunder shall terminate. Upon termination of this Agreement or +expiration of the license term in any Purchasing Agreement, Customer will: (a) +promptly return to Black Duck or destroy the applicable Licensed Product and +Confidential Information and all copies and portions thereof, in all forms and +types of media; and (b) promptly pay all fees owing up to the date of +termination. + +7.5. Survival. -8.3. Onsite Support Services; Customer Success; Training; Hosting -Services. If Synopsys provides any Services (as defined in the attached -Onsite Support Services Terms Addendum, and excluding Maintenance -Services referenced in Section 8.2 above) to Customer, the Services -shall be governed by the attached Synopsys Onsite Support Services -Terms. In the event that the Synopsys Onsite Support Services Terms are -not attached to this Agreement (as an addendum or otherwise), the terms -for Onsite Support Services, are hereby incorporated herein by -reference, and are available at: -https://www.synopsys.com/company/legal/softwareintegrity/onsite-support- -services-terms-v2015- 1.htmlindex.html,or as otherwise indicated in the -Purchasing Agreement. Synopsys shall not be obligated to perform any -On-Site Support Services, excluding Training, until the parties enter -into a written Statement of Work describing the scope of such Services -to be performed and such Statement of Work shall be governed by the -terms of this Agreement and the applicable Purchasing Agreement. Where -described in the applicable Purchasing Agreement or the Statement of -Work, as applicable, actual travel and related expenses will be charged -to Customer as incurred, provided that such expenses shall be capped at -$3,000 per each five (5) consecutive consulting days. For clarity, -payment for Onsite Support Services or Maintenance Services does not -entitle Customer to Customer Success program services or training -services. Onsite Support Services, Customer Success program services or -training services that remain unused at the end of the license term -referenced in the applicable Purchasing Agreement will be forfeited and -Customer will not be entitled to any refund for unused portions. If -Synopsys provides any Hosting Services (as defined in the attached -Hosting Services Addendum) to Customer, the Hosting Services will be +Sections 1, 2.2, 2.4, 2.5, 3, 4.3, 5.3, 6, 7.2, 7.3 and 8 of the Agreement, +Section 6 of the SDK Addendum, and the Special Terms Addendum and the Hosting +Services Addendum, will survive the termination or expiration of this Agreement +or of any Purchasing Agreement. + + +8. GENERAL. + +8.1. Ownership of IP Rights. + +Black Duck and its licensors own all patent rights, copyrights, trade secret +rights, mask works, and trademark rights (including service marks and trade +names), and any applications for these rights, in all countries ("Intellectual +Property Rights") in the Licensed Products and the Documentation. Customer's +only rights in the Licensed Products and the Documentation are the rights +expressly granted in this Agreement; all other rights are reserved by Black +Duck. Black Duck's licensors are third-party beneficiaries of, and thus may +enforce against Customer, the license restrictions and confidentiality +obligations in this Agreement with respect to their intellectual property and +proprietary information. + +8.2. "Maintenance Services" means any standard Black Duck maintenance and +support services (excluding onsite support or consulting services referenced in +Section 8.3 below) related to the Licensed Product, where such services shall +be governed by the applicable Black Duck Maintenance Services terms attached to +this Agreement. Except as indicated on an applicable Purchasing Agreement, +fees for Licensed Products include Black Duck Standard Maintenance Services for +the duration of the license term applicable to such Licensed Products. In the +event that the Black Duck Maintenance Services Terms are not included herein +(as an addendum hereto or otherwise), the terms for Black Duck Maintenance +Services are hereby incorporated herein by references, and are available at: +https://www.blackduck.com/company/legal/end-user-licenses.html. + +8.3. Onsite Support Services; Customer Success; Hosting Services. + +If Black Duck provides any Services (as defined in the attached Onsite Support +Services Terms Addendum, and excluding Maintenance Services referenced in +Section 8.1 above) to Customer, the Services shall be governed by the attached +Black Duck Onsite Support Services Terms. In the event that the Black Duck +Onsite Support Services Terms are not attached to this Agreement, the terms for +Onsite Support Services, are hereby incorporated herein by reference, and are +available at: +https://www.blackduck.com/content/dam/black-duck/en-us/legal/onsite-services/blackduck-standard-onsite-support-services-terms.pdf. +Onsite Support Services or Customer Success program services that remain unused +at the end of the license term referenced in the applicable Purchasing +Agreement will be forfeited and Customer will not be entitled to any refund for +unused portions. If Black Duck provides any Hosting Services (as defined in the +attached Hosting Services Addendum) to Customer, the Hosting Services shall be governed by the attached Hosting Services Addendum. -8.4. Software Development Kit. For some Licensed Products, Synopsys -provides a software development kit (“SDK”) to Customer with the -Licensed Product. Use of the SDK shall be governed by the Synopsys SDK -terms included in the addendum attached to this Agreement. In the event -that the Synopsys SDK terms are not included herein (as an addendum -hereto or otherwise), the SDK terms are available at: -https://www.synopsys.com/company/legal/softwareintegrity/software- -development-kit.html. - -8.5. Export Control. Customer agrees that the Licensed Product, Services -and Technical Support subject to this Agreement are subject to the -export control laws and regulations of the United States, including but -not limited to the Export Administration Regulations (“EAR”), and -sanctions regulations of the U.S. Department of the Treasury, Office of -Foreign Assets Control and that Customer will comply with these laws and -regulations. Without limiting the foregoing, if any of the Licensed -Products, Services and Technical Support governed by this Agreement, or -the direct product of any such Licensed Product, Services and Technical -Support (each, a “Controlled Product”), is subject to the national -security controls as identified on the Commerce Control List (the -“Controlled Products”), Customer will not, without a U.S. Bureau of -Industry and Security license or license exception, export, re-export, -or transfer a Controlled Product, either directly or indirectly, to any -national of any country identified in Country Groups D:1 or E:1 as -defined in the EARs. In addition, the Licensed Product, Services and -Technical Support subject to this Agreement may not be exported, -reexported, or transferred to (a) any person or entity listed on the -“Entity List”, “Denied Persons List” or the list of “Specifically -Designated Nationals and Blocked Persons" as such lists are maintained -by the U.S. Government, or (b) an end-user engaged in activities related -to weapons of mass destruction. Such activities include but are not -necessarily limited to activities related to: (i) the design, -development, production, or use of nuclear materials, nuclear -facilities, or nuclear weapons; (ii) the design, development, -production, or use of missiles or support of missiles projects; and -(iii) the design, development, production, or use of chemical or -biological weapons. Customer will, at Synopsys’ request, demonstrate -compliance with all such applicable export laws, restrictions, and -regulations. - -8.6. Assignment. Customer may not assign this Agreement, or any licenses -granted hereunder, in whole or in part, by operation of law or -otherwise. Any attempt to so assign without such consent will be void -and of no effect. Subject to the foregoing, this Agreement will bind and -inure to the benefit of each party’s permitted successors and assigns. - -8.7. Governing Law and Jurisdiction. This Agreement will be governed by -and construed in accordance with the laws of the State of California -excluding that body of laws known as conflicts of law. The parties -expressly agree that the United Nations Convention on Contracts for the -International Sale of Goods will not apply. Any legal action or -proceeding arising under this Agreement will be brought exclusively in -the federal or state courts located in the Northern District of -California and the parties irrevocably consent to the personal -jurisdiction and venue therein. Customer agrees that the Uniform -Computer Information Transactions Act or any version thereof, adopted by -any state, in any form ("UCITA"), shall not apply to this Agreement. To -the extent that UCITA is applicable, the parties agree to opt out of the -applicability of UCITA pursuant to the opt-out provision(s) contained -therein. - -8.8. Verification and Audit. In addition to the Use and Compliance Data -collected by the License Manager, Customer will monitor and track access -to and use of the Licensed Product. At Synopsys’ written request, -Customer will furnish Synopsys with (a) a certification signed by an -authorized representative of Customer providing user or access -information that identifies whether the Licensed Product is being used -in accordance with the terms of this Agreement, and (b) log files from -any License Manager that regulates access to the Licensed Product. Upon -at least thirty (30) days prior written notice, Synopsys may engage, at -its expense, an independent auditor to audit Customer’s use of the -Licensed Product to ensure that Customer is in compliance with the terms -of this Agreement and the applicable Purchasing Agreements. Any such -audit will be conducted during regular business hours at Customer’s -facilities and will not unreasonably interfere with Customer’s business -activities. Customer will provide the auditor with access to the -relevant records and facilities. If an audit reveals that Customer has -underpaid fees to Synopsys during the period audited, then Synopsys will -invoice Customer, and Customer will promptly pay Synopsys for such -underpaid fees based on Synopsys’s price list in effect at the time the -audit is completed. If the underpaid fees exceed five percent (5%) of -the license fees paid by Customerfor the Licensed Product, then Customer -will also pay Synopsys’ costs of conducting the audit. - -8.9. Nonexclusive Remedy. Except as expressly set forth in this -Agreement, the exercise by either party of any of its remedies under -this Agreement will be without prejudice to its other remedies under -this Agreement or otherwise. - -8.10. Force Majeure. Neither party will be responsible for any failure -or delay in its performance under this Agreement (except for any payment -obligations) due to causes beyond its reasonable control, including, but -not limited to, labor disputes, strikes, lockouts, shortages of or -inability to obtain labor, energy, raw materials or supplies, war, -terrorism, riot, natural disasters or governmental action. - -8.11. Notices. All notices required or permitted under this Agreement -will be in writing. Notices will be effective upon delivery if delivered -in person and upon mailing if delivered by courier service, overnight -delivery services or by a form of certified or express mail. Notices -affecting this Agreement as a whole will be sent to the address set -forth above, if any, or to such other address of a party as such party -may identify in writing; notices related to a particular transaction -will be sent to the primary corporate addresses set forth in the -Purchasing Agreement or to such other address as Customer or Synopsys -may notify the other party in writing. - -8.12. Entire Agreement; Modification; Interpretation. This Agreement, -including any Addenda hereto and any Statements of Work attached -thereto, and all accepted Purchasing Agreements referencing this -Agreement, constitute the complete and exclusive understanding and -agreement between the parties regarding its subject matter and -supersedes all prior or contemporaneous agreements or understandings, -written or oral, relating to its subject matter. Customer agrees that -additional or different terms on Customer’s purchase order shall not -apply. Failure 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 this Agreement will -be effective only if in writing and signed by Customer and an authorized -representative of Synopsys. If for any reason a court of competent -jurisdiction finds any provision of this Agreement invalid or -unenforceable, that provision will be enforced to the maximum extent -permissible and the other provisions of this Agreement will remain in -full force and effect. The word “including” when used in this Agreement -will mean including without limitation of the generality of any -description, definition, term or phrase preceding that word. - -8.13. U.S. Government Restricted Rights. All Licensed Products are -“Commercial Computer Software” as defined under FAR 252.227-7014. For -customers subject to the Defense Federal Acquisition Resolutions (DFAR), -the Commercial Computer Software and associated documentation are sold -pursuant to Synopsys' standard commercial license pursuant to DFARS -227.7202- 1.Commercial Products. For all other government customers, -use, duplication, or disclosure by the U.S. Government is subject to -restrictions set forth in subparagraph (b)(2) of Commercial Computer -Software License 48 CFR 52.227-19, as applicable. - -8.14. Synopsys Entities. Synopsys, Inc. and its whollyowned -subsidiaries, including, but not limited to, Synopsys International -Limited, Synopsys International Limited Taiwan Branch, Nihon Synopsys, -G.K., Synopsys Korea, Inc. and Synopsys Technologies Company Limited, +8.4. Software Development Kit. + +For some Licensed Products, Black Duck provides a software development kit +("SDK") to Customer with the Licensed Product. Use of the SDK shall be governed +by the Black Duck SDK terms available at: +https://www.blackduck.com/company/legal/software-development-kit.html. + +8.5. Export Control. + +Customer agrees that it shall remain familiar and fully compliant with its +obligations under any and all laws, statutes, regulations, ordinances of any +local, state, federal, national, or other jurisdictional locality, as +applicable to the export, import, and/or end-use of the Licensed Product, +Services and Maintenance Services. Licensed Products, Services and Maintenance +Services sold under this Agreement may be subject to various Export Control +Laws and Regulations including but not limited to, U.S. Export Administration +Regulations (EAR), the U.S. Office of Foreign Asset Control (OFAC), the +European Union (EU) Export Control Regime Regulation (EC) No. 428/2009, and/or +the EU Consolidated Sanctions List. Where the Licensed Products or technology +is identified as export controlled from a country(ies) of export to (1) the +destination country(ies), (2) a restricted/proscribed end use, and/or (3) a +restricted end user, a government-issued export license must be obtained prior +to fulfillment under this Agreement and in accordance with applicable laws. +Customer agrees that Black Duck shall not be required to complete delivery of +export controlled products or technology unless and until all required export +licenses have been obtained. + +8.6. Assignment. + +Customer may not assign this Agreement, or any licenses granted hereunder, in +whole or in part, by operation of law or otherwise. Any attempt to so assign +without such consent will be void and of no effect. Subject to the foregoing, +this Agreement will bind and inure to the benefit of each party's permitted +successors and assigns. + +8.7. Governing Law and Jurisdiction. + +This Agreement will be governed by and construed in accordance with the laws of +the State of California excluding that body of laws known as conflicts of law. +The parties expressly agree that the United Nations Convention on Contracts for +the International Sale of Goods will not apply. Any legal action or proceeding +arising under this Agreement will be brought exclusively in the federal or +state courts located in the Northern District of California and the parties +irrevocably consent to the personal jurisdiction and venue therein. Customer +agrees that the Uniform Computer Information Transactions Act or any version +thereof, adopted by any state, in any form ("UCITA"), shall not apply to this +Agreement. To the extent that UCITA is applicable, the parties agree to opt +out of the applicability of UCITA pursuant to the opt-out provision(s) +contained therein. + +8.8. Verification and Audit. + +In addition to the License Manager Data collected by the License Manager, +Customer will monitor and track access to and use of the Licensed Product. At +Black Duck's written request, Customer will furnish Black Duck with (a) a +certification signed by an authorized representative of Customer providing user +or access information that identifies whether the Licensed Product is being +used in accordance with the terms of this Agreement, and (b) log files from any +License Manager that regulates access to the Licensed Product. Upon at least +thirty (30) days' prior written notice, Black Duck may engage, at its expense, +an independent auditor to audit Customer's use of the Licensed Product to +ensure that Customer is in compliance with the terms of this Agreement and the +applicable Purchasing Agreements. Any such audit will be conducted during +regular business hours at Customer's facilities and will not unreasonably +interfere with Customer's business activities. Customer will provide the +auditor with access to the relevant records and facilities. If an audit +reveals that Customer has underpaid fees to Black Duck during the period +audited, then Black Duck will invoice Customer, and Customer will promptly pay +Black Duck for such underpaid fees based on Black Duck's price list in effect +at the time the audit is completed. If the underpaid fees exceed five percent +(5%) of the license fees paid by Customer for the Licensed Product, then +Customer will also pay Black Duck's costs of conducting the audit. + +8.9. Nonexclusive Remedy. + +Except as expressly set forth in this Agreement, the exercise by either party +of any of its remedies under this Agreement will be without prejudice to its +other remedies under this Agreement or otherwise. + +8.10. Force Majeure. + +Neither party will be responsible for any failure or delay in its performance +under this Agreement (except for any payment obligations) due to causes beyond +its reasonable control, including, but not limited to, labor disputes, strikes, +lockouts, shortages of or inability to obtain labor, energy, raw materials or +supplies, war, terrorism, riot, natural disasters or governmental action. + +8.11. Notices. + +All notices required or permitted under this Agreement will be in writing. +Notices will be effective upon delivery if delivered in person and upon mailing +if delivered by courier service, overnight delivery services or by a form of +certified or express mail. Notices affecting this Agreement as a whole will be +sent to the address set forth above, if any, or to such other address of a +party as such party may identify in writing; notices related to a particular +transaction will be sent to the primary corporate addresses set forth in the +Purchasing Agreement or to such other address as Customer or Black Duck may +notify the other party in writing. + +8.12. Entire Agreement; Modification; Interpretation. + +This Agreement, including any Addenda hereto and any Statements of Work +attached thereto, and all accepted Purchasing Agreements referencing this +Agreement, constitute the complete and exclusive understanding and agreement +between the parties regarding its subject matter and supersedes all prior or +contemporaneous agreements or understandings, written or oral, relating to its +subject matter. Customer agrees that additional or different terms on +Customer's purchase order shall not apply. Failure 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 this Agreement +will be effective only if in writing and signed by Customer and an authorized +representative of Black Duck. If for any reason a court of competent +jurisdiction finds any provision of this Agreement invalid or unenforceable, +that provision will be enforced to the maximum extent permissible and the other +provisions of this Agreement will remain in full force and effect. The word +"including" when used in this Agreement will mean including without limitation +of the generality of any description, definition, term or phrase preceding that +word. + +8.13. Government Users. + +If Customer is a branch or agency of the United States Government, or is +acquiring any Licensed Product on behalf of any branch or agency of the United +States Government, then the following provision applies. The Licensed Products +and Documentation are comprised of "commercial computer software" and +"commercial computer software documentation," as such terms are used in 48 +C.F.R. 12.212, and are provided to the Government (a) for acquisition by or on +behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. +12.212; or (b) for acquisition by or on behalf of units of the Department of +Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and +227.7202-3 + +8.14. Black Duck Entities. + +Black Duck Software, Inc. and its wholly-owned subsidiaries, including, but not +limited to, Black Duck Software Limited, Black Duck Software Limited Taiwan +Branch, Black Duck Software G.K., and Black Duck Software Shanghai Limited., have agreed to their respective rights and obligations regarding the distribution of the Licensed Products and the performance of obligations -related to the Licensed Products. You acknowledge that: (a) Synopsys -Inc. or any directly or indirectly wholly-owned subsidiary or branch of -Synopsys, Inc. may treat a purchase order addressed to that entity, -representative office or branch as having been addressed to the -appropriate entity or entities or branch with distribution rights for -the geographic region in which the Licensed Products will be used; and -(b) delivery will be completed by the Synopsys entity or branch with -distribution rights for the geographic region in which the Licensed -Products will be used or service will be provided. For products used or -services provided in a country in the Americas, Israel or Africa or US -dollar transactions in Russia, the distributing Synopsys entity is -Synopsys, Inc., based in California, USA. For products used or services -provided in Taiwan, the distributing Synopsys entity is Synopsys -International Limited Taiwan Branch, based in Taiwan. For products used -or services provided in Japan, the distributing Synopsys entity is Nihon -Synopsys G. K., based in Japan. For products used or services provided -in the Republic of Korea, the distributing Synopsys entity is Synopsys -Korea, Inc., based in Korea. For products used or services provided in -China in Renminbi, the distributing Synopsys entity is Synopsys -Technologies Company Limited, based in China. For products used or -services provided in any country other than those identified above, the -distributing Synopsys entity is Synopsys International Limited, based in -Ireland. - -8.15. Counterparts and Execution. This Agreement may be executed in -counterparts, each of which will be deemed an original, but all of which -together will constitute one and the same instrument. An originally -executed version of this Agreement or any Exhibit, attachment and -subsequent Purchasing Agreement (including, where applicable, a Customer -purchase order issued in response to a Purchasing Agreement where such -issuance constitutes execution), that is delivered by one party to the -other party, as evidence of signature, by facsimile, or by electronic -mail after having been scanned as an image file (including, Adobe PDF, -TIF, etc.) shall, for all purposes hereof, be deemed an original -signature and neither party shall have the right to object to the manner -in which the Agreement was executed as a defense to the enforcement of -the Agreement. - -8.16. Controlling Language. This Agreement has been prepared, negotiated -and signed in English, and English is the controlling language of this -Agreement. Even if any other language version is prepared, including the -Japanese version of this document, such version is for convenience -purposes only and the English version shall prevail if there is any -difference between such version and English version. +related to the Licensed Products. You acknowledge that: (a) Black Duck +Software, Inc. or any directly or indirectly wholly-owned subsidiary or branch +of Black Duck Software, Inc. may treat a purchase order addressed to that +entity, representative office or branch as having been addressed to the +appropriate entity or entities or branch with distribution rights for the +geographic region in which the Licensed Products will be used; and (b) delivery +will be completed by the Black Duck entity or branch with distribution rights +for the geographic region in which the Licensed Products will be used or +service will be provided. For products used or services provided in a country +in the Americas, Israel or Africa or US dollar transactions in Russia or China +Mainland, the distributing Black Duck entity is Black Duck Software, Inc., +based in California, USA. For products used or services provided in Taiwan, +the distributing Black Duck entity is Black Duck Software Limited Taiwan +Branch, based in Taiwan. For products used or services provided in Japan, the +distributing Black Duck entity is Black Duck Software G. K., based in Japan. +For products used or services provided in China Mainland in Renminbi, the +distributing Black Duck entity is Black Duck Software Shanghai Limited, based +in China Mainland. For products used or services provided in any country other +than those identified above, the distributing Black Duck entity is Black Duck +Software Limited based in Ireland. + +8.15. Counterparts and Execution. + +This Agreement may be executed in counterparts, each of which will be deemed an +original, but all of which together will constitute one and the same +instrument. An originally executed version of this Agreement or any Exhibit, +attachment and subsequent Purchasing Agreement (including, where applicable, a +Customer purchase order issued in response to a Purchasing Agreement where such +issuance constitutes execution), that is delivered by one party to the other +party, as evidence of signature, by facsimile, or by electronic mail after +having been scanned as an image file (including, Adobe PDF, TIF, etc.) shall, +for all purposes hereof, be deemed an original signature and neither party +shall have the right to object to the manner in which the Agreement was +executed as a defense to the enforcement of the Agreement. + +8.16. Controlling Language. + +This Agreement has been prepared, negotiated and signed in English, and English +is the controlling language of this Agreement. Even if any other language +version is prepared, including the Japanese version of this document, such +version is for convenience purposes only and the English version shall prevail +if there is any difference between such version and English version. + END OF TERMS AND CONDITIONS + MAINTENANCE SERVICES TERMS ADDENDUM -1. MAINTENANCE SERVICES. “Maintenance Services” means the standard -Maintenance and Support provided by Synopsys to Customer as further -described below. Subject to Customer’s payment of applicable fees, -Synopsys will provide the following standard Maintenance Services to -Customer for the period agreed by the parties in the order -documentation: - -1.1 Maintenance and Support. - -(a) Maintenance. “Maintenance” means the provision by Synopsys to -Customer of any Releases or Workarounds that are made generally -available by Synopsys to customers who subscribe for Synopsys’ -Maintenance Services offering. - -(i) A Release will be one of the following: A “Major Release” means a -specific edition of the Licensed Product that contains major -functionality changes. The content and timing of all Major Releases will -be determined by Synopsys in its sole discretion. Major Releases are -signified by version changes to the left of the decimal point (e.g. 2.0 --> 3.0) following the product name. A “Minor Release” means a specific -edition of the Licensed Product that contains minor, but significant -functionality changes and could include Licensed Product Updates. The -content and timing of all Minor Releases will be determined by Synopsys -in its sole discretion. Minor Releases are signified by version changes -to the right of the decimal point (e.g. 2.5 -> 2.6) following the -product name. - -(ii) “Workaround” means a Licensed Product patch, error correction, or -feasible change in operating procedures whereby the Licensed Product is -made sufficiently functional so that Customer can continue to use the -Licensed Product. Synopsys may provide Workarounds for a release to -resolve a Service Issue for up to twelve (12) months after the earlier -of (i) the date the subsequent Release is first made commercially -available, and (ii) the date the current Release is no longer made -available as a commercial offering by Synopsys. After such twelve (12) -month period, Synopsys is not obligated to provide Workarounds but will -support Customer’s update of the Licensed Product to the latest Release. -Where Workarounds are to be delivered to resolve a Service Issue, -Synopsys will provide Customer with a single copy of a Workaround on -suitable media or shall make available the applicable Workaround for -download by Customer from Synopsys’ web site. - -(b) Support. “Support” means the e-mail and telephone technical services -that Synopsys offers regarding the use and function of the Licensed -Product. Synopsys will provide Support and respond to Service Issues as -further described below. A “Service Issue” is a Customer inquiry -regarding the functionality or use of the Licensed Product. Customer -agrees that Synopsys’ Support obligations concerning the Licensed -Product’s use with third party products, including compilers, operating -systems and other Licensed Product, shall be limited to those items set -forth in the Documentation. Service Issues are assigned a classification -at the time of Customer’s initial contact with Synopsys, and are -classified according to the severity levels set forth below. Synopsys -will initially respond in accordance with the response times applicable -to Service Issues reported by telephone or e-mail during Synopsys’ -regular service hours for the applicable region as set forth below. -Failure to contact Customer within the response time period because -Customer is unavailable (e.g., phone busy, no answer, in a meeting, or -out of the office) does not constitute Synopsys’ noncompliance with the -response commitment. Customer shall cooperate with Synopsys to provide -reproducible results for any errors reported. Synopsys’ ability to -provide Support will depend, in some cases, on the ability of Customer’s -representatives to provide accurate and detailed information and to aid -Synopsys in handling a Service Issue. Customer shall provide Synopsys -with reasonable access to Customer systems, premises and staff as needed -to provide Support. Synopsys will provide Support for each Release for -at least eighteen (18) months after the subsequent Release is first made -commercially available. After such period, Synopsys will provide -Support, as needed, to Customer to update its use of the Licensed -Product to the latest Release of the Licensed Product. - -Service Issue Classification - -Response Time - -Next Steps - -Severity P1—Critical Business Impact: Licensed Product is not -functioning or is stopped or severely impacted so that Customer cannot -reasonably continue use of Licensed Product and no Workaround is -available. + +1. MAINTENANCE SERVICES. + +"Maintenance Services" means the standard Maintenance and Support provided by +Black Duck to Customer as further described below. Subject to Customer's +payment of applicable fees, Black Duck will provide the following standard +Maintenance Services to Customer for the period agreed by the parties in the +order documentation: + +1.1 Maintenance and Support. + +(a) Maintenance. + +"Maintenance" means the provision by Black Duck to Customer of any Releases or +Workarounds that are made generally available by Black Duck to customers who +subscribe for Black Duck's Maintenance Services offering. +(i) A Release will be one of the following: +A "Major Release" means a specific edition of the Licensed Product that contains +major functionality changes. The content and timing of all Major Releases will +be determined by Black Duck in its sole discretion. +Major Releases are signified by version changes to the left of the decimal +point (e.g. 2.0 -> 3.0) following the product name. +A "Minor Release" means a specific edition of the Licensed Product that contains +minor, but significant functionality changes and could include Licensed Product +Updates. The content and timing of all Minor Releases will be determined by +Black Duck in its sole discretion. +Minor Releases are signified by version changes to the right of the decimal +point (e.g. 2.5 -> 2.6) following the product name. +(ii) "Workaround" means a Licensed Product patch, error correction, or feasible +change in operating procedures whereby the Licensed Product is made sufficiently +functional so that Customer can continue to use the Licensed Product. +Black Duck may provide Workarounds for a release to resolve a Service Issue +for up to twelve (12) months after the earlier of +(i) the date the subsequent Release is first made commercially available, and +(ii) the date the current Release is no longer made available as a commercial +offering by Black Duck. +After such twelve (12) month period, Black Duck is not obligated to +provide Workarounds but will support Customer's update of the Licensed Product +to the latest Release. Where Workarounds are to be delivered to resolve a +Service Issue, Black Duck will provide Customer with a single copy of a +Workaround on suitable media or shall make available the applicable Workaround +for download by Customer from Black Duck's web site. + +(b) Support. + +"Support" means the e-mail and telephone technical services that Black Duck +offers regarding the use and function of the Licensed Product. Black Duck will +provide Support and respond to Service Issues as further described below. A +"Service Issue" is a Customer inquiry regarding the functionality or use of the +Licensed Product. Customer agrees that Black Duck's Support obligations +concerning the Licensed Product's use with third party products, including +compilers, operating systems and other Licensed Product, shall be limited to +those items set forth in the Documentation. Service Issues are assigned a +classification at the time of Customer's initial contact with Black Duck, and +are classified according to the severity levels set forth below. Black Duck +will initially respond in accordance with the response times applicable to +Service Issues reported by telephone or e-mail during Black Duck's regular +service hours for the applicable region as set forth below. Failure to contact +Customer within the response time period because Customer is unavailable (e.g., +phone busy, no answer, in a meeting, or out of the office) does not constitute +Black Duck's noncompliance with the response commitment. Customer shall +cooperate with Black Duck to provide reproducible results for any errors +reported. Black Duck's ability to provide Support will depend, in some cases, +on the ability of Customer's representatives to provide accurate and detailed +information and to aid Black Duck in handling a Service Issue. Customer shall +provide Black Duck with reasonable access to Customer systems, premises and +staff as needed to provide Support. + +Black Duck will provide Support for each Release for at least eighteen (18) +months after the subsequent Release is first made commercially available. After +such period, Black Duck will provide Support, as needed, to Customer to update +its use of the Licensed Product to the latest Release of the Licensed Product. + + +Service Issue Classification Response Time + +Next Steps + +Severity P1 - Critical +Business Impact: Licensed Product is not functioning or is stopped or severely +impacted so that Customer cannot reasonably continue use of Licensed Product +and no Workaround is available. + +One business day +Once the Service Issue is verified, Black Duck will engage +development staff during Black Duck's business hours (but in no event later +than 12 hours after the Service Issue is verified) until a Workaround is achieved. + +Severity P2 - Major Business Impact: Licensed Product is functioning +inconsistently causing significantly impaired Customer usage and productivity, +such as periodic work stoppages and feature crashes. One business day +Once the Service Issue is verified, Black Duck will engage development staff +during Black Duck's business hours (but in no event later than 24 hours after +the Service Issue is verified) until a Workaround is achieved. + +Severity P3 - Minor Business Impact: Licensed Product is functioning +inconsistently causing slightly impaired Customer usage and productivity but +Customer can work around such inconsistency or impairment. + +Two business days +Once the Service Issue is verified, Black Duck will consider a Workaround, +if appropriate in Black Duck's sole discretion, and Licensed Product enhancements +for such Service Issue for inclusion in a subsequent Release. + +Severity P4 - No Business Impact: Licensed Product is functioning consistently +but Customer requests minor changes in Licensed Product such as Documentation +updates, cosmetic defects or enhancements. + +Three business days + +Once contact has been made with Customer, Black Duck will consider Licensed Product +enhancements for inclusion in a subsequent Release. + +(c) Customer Point of Contact. + +Customer will designate a specific individual to be the primary point of +contact for Maintenance Service communications with Black Duck and will deliver +contact information for such individual to Black Duck's support team. -Once the Service Issue is verified, Synopsys will engage development -staff during Synopsys’ business hours (but in no event later than 12 -hours after the Service Issue is verified) until a Workaround is -achieved. - -Severity P2—Major Business Impact: Licensed Product is functioning -inconsistently causing significantly impaired Customer usage and -productivity, such as periodic work stoppages and feature crashes. - -One business day - -Once the Service Issue is verified, Synopsys will engage development -staff during Synopsys’ business hours (but in no event later than 24 -hours after the Service Issue is verified) until a Workaround is -achieved. - -Severity P3—Minor Business Impact: Licensed Product is functioning -inconsistently causing slightly impaired Customer usage and productivity -but Customer can work around such inconsistency or impairment. - -Two business days - -Once the Service Issue is verified, Synopsys will consider a Workaround, -if appropriate in Synopsys’ sole discretion, and Licensed Product -enhancements for such Service Issue for inclusion in a subsequent -Release. - -Severity P4—No Business Impact: Licensed Product is functioning -consistently but Customer requests minor changes in Licensed Product -such as Documentation updates, cosmetic defects or enhancements. - -Three business days - -Once contact has been made with Customer, Synopsys will consider -Licensed Product enhancements for inclusion in a subsequent Release. - -(c) Customer Point of Contact. Customer will designate a specific -individual to be the primary point of contact for Maintenance Service -communications with Synopsys and will deliver contact information for -such individual to Synopsys’ support team. - -1.2 On-Site Support. Customer may elect to purchase specific on-site -support packages, details of which can be found on Synopsys’ website: -https://www.synopsys.com/company/legal/softwareintegrity/onsite-support- -services-terms-v2015.1-1.html. The purpose of on-site support is to help -customers optimize deployment of the Licensed Product, including -installation, setup, configuration, and additional support offerings. - -1.3 Exclusions to Maintenance Services. Maintenance Services do not -include the right to access new or bundled product offerings made -available by Synopsys, unless licenses for such offerings are separately -purchased. Synopsys will not have any obligation to provide Maintenance -Services for problems in the operation or performance of the Licensed -Product to the extent caused by any of the following: (a) modifications -to the Licensed Product made by a party other than Synopsys; - -(b) Customer’s use of the Licensed Product other than as authorized by -the applicable agreement licensing the Licensed Product to Customer or -as provided in the Documentation; or (c) Customer’s use of releases -other than those releases of the Licensed Product covered by Maintenance -Services, (d) Customer’s failure to use any error corrections or updates -thereto provided by Synopsys to address such problem, or (e) use of -scripts or other deliverables provided to Customer under On-Site Support -services (as described in Section 1.2 above). If, in its sole -discretion, Synopsys determines that a problem in the operation or -performance of the Licensed Product is caused by the foregoing, then -Synopsys will notify Customer promptly and have no further Maintenance -Service obligations related to such problem. If Customer requests -services beyond standard Maintenance Services, Synopsys will have the -right to invoice Customer at Synopsys’ thencurrent published time and -materials rates for the provision of such services. - -2. HOURS OF SERVICE AND CONTACT INFORMATION. - -For Customers located in Europe: - -Contact by: At During ------------ -------------------------------------------- -------------------- -Email software-integritysupport@synopsys.com 9:00 – 17:00 UK time -Phone +44 (0) 1276 400352 9:00 – 17:00 UK time - -For Japanese-language support: - -Contact by: At During ------------ -------------------------------------------- -------------------- -Email software-integrity-supportjapan@synopsys.com 9am – 5pm JST -Phone +81-03-6746-3666 9am – 5pm JST - -For Korean-language support: - -Contact by: At During ------------ -------------------------------------------- -------------------- -Email software-integrity-supportkorea@synopsys.com 9am – 5pm KST -Phone +82-2-3404-9332 9am – 5pm KST - -For Mandarin-language support: - -Contact by: At During ------------ -------------------------------------------- -------------------- -Email software-integrity-supportchina@synopsys.com 9am – 5pm CST -Phone +86-4006-966-606 9am – 5pm CST - -For Customers located in India: - -Contact by: At During ------------ -------------------------------------------- -------------------- -Email software-integritysupport@synopsys.com 9:00 – 17:00 IST -Phone +91-(0)80 6751 1888 or 1(800) 419-4311 9:00 – 17:00 IST - -For all other Customers: - -Contact by: At During ------------ -------------------------------------------- -------------------- -Email software-integritysupport@synopsys.com 7am – 6pm Pacific Time -Phone +1 800-873-7793 or +1 415.321.5239 7am – 6pm Pacific Time - -All contact information is subject to change upon notice from Synopsys. +1.2 Exclusions to Maintenance Services. + +Maintenance Services do not include the right to access new or bundled product +offerings made available by Black Duck, unless licenses for such offerings are +separately purchased. Black Duck will not have any obligation to provide +Maintenance Services for problems in the operation or performance of the +Licensed Product to the extent caused by any of the following: +(a) modifications to the Licensed Product made by a party other than Black Duck; +(b) Customer's use of the Licensed Product other than as authorized by the +applicable agreement licensing the Licensed Product to Customer or as provided +in the Documentation; or +(c) Customer's use of releases other than those releases of the Licensed Product +covered by Maintenance Services, +(d) Customer's failure to use any error corrections or updates thereto provided by +Black Duck to address such problem, or +(e) use of scripts or other deliverables provided to Customer under On-Site +Support services. +If, in its sole discretion, Black Duck determines that a problem in the operation +or performance of the Licensed Product is caused by the foregoing, then Black Duck +will notify Customer promptly and have no further Maintenance Service +obligations related to such problem. If Customer requests services beyond +standard Maintenance Services, Black Duck will have the right to invoice +Customer at Black Duck's then-current published time and materials rates for +the provision of such services. + + +2. HOURS OF SERVICE AND CONTACT INFORMATION. + +For Customers located in Europe: Contact us by: At During Email Phone + +tech-support@blackduck.com +44 (0) 1276 400352 9:00 - 17:00 UK time 9:00 - +17:00 UK time + +For Japanese-language support: Contact us by: At During Email Phone + +tech-support-japan@blackduck.com +81-03-6746-3666 9am - 5pm JST 9am - 5pm JST + +For Korean-language support: Contact us by: At During Email Phone + +tech-support-korea@blackduck.com +82-2-3404-9332 9am - 5pm KST 9am - 5pm KST + +For Mandarin-language support: Contact us by: At During Email Phone + +tech-support-china@blackduck.com +86-4006-966-606 9am - 5pm CST 9am - 5pm CST + +For Customers located in India: Contact us by: At During Phone + ++91.80.4018.5502 9:00 - 17:00 IST + +For all other Customers: Contact us by: At During Web Email Phone Submit a +Support Case + +tech-support@blackduck.com +1 415.321.5239 7am - 6pm Pacific Time 7am - 6pm +Pacific Time 7am - 6pm Pacific Time + +All contact information is subject to change upon notice from Black Duck. Closed on public holidays. -3. GENERAL. These terms and conditions contain the parties’ entire -agreement concerning Maintenance Services. Customer agrees that -additional or different terms on Customer’s purchase order shall not -apply. Any waiver, modification or amendment of these terms and -conditions will be effective only if in writing and signed by an -authorized representative of Customer and Synopsys. -END OF MAINTENANCE SERVICES TERMS ADDENDUM +3. GENERAL. + +These terms and conditions contain the parties' entire agreement concerning +Maintenance Services. Customer agrees that additional or different terms on +Customer's purchase order shall not apply. Any waiver, modification or +amendment of these terms and conditions will be effective only if in writing +and signed by an authorized representative of Customer and Black Duck. + +END OF MAINTENANCE SERVICES TERMS ADDENDUM + ONSITE SUPPORT SERVICES TERMS ADDENDUM + 1. SERVICES -1.1. Services. Customer has entered into an Agreement for a license to -the Licensed Product as set forth therein. In connection with Customer’s -use of the Licensed Product, Customer may contract to retain Synopsys to -provide Customer with the services set out in the applicable Addendum, +1.1. Services. + +In connection with Customer's use of the Licensed Product, Customer may retain +Black Duck to provide Customer with the services set out in the applicable Purchasing Agreement, Customer Success Package and/or Statement of Work -to the Agreement (collectively the “Services”). The delivery of the -Services is expressly conditioned on Customer’s acceptance of the terms -and conditions of this Addendum. - -1.2. Purchasing Agreements; Statements of Work. Customer will order -Services by executing one or more written Statements of Work or -Purchasing Agreements as applicable. Synopsys shall not be obligated to -deliver such Services until Customer and Synopsys enter into one or more -(a) written statements of work (each a “Statement of Work”) specifically -identifying the Services to be delivered by Synopsys in connection with -the applicable Purchasing Agreement, unless otherwise agreed to by the -parties in the applicable Addendum or (b) Purchasing Agreements -identifying the applicable Services to be performed. If applicable, a -Statement of Work shall identify the Services that Customer requests -Synopsys to provide, the duration of the Services, the fees payable by -Customer for the Services, and the payment structure. To be effective, -each Addendum, Purchasing Agreement and/or Statement of Work (as -applicable) must reference this Addendum, and be agreed to in writing by -an authorized representative of Synopsys and Customer, and once so -agreed upon will be incorporated herein by reference. If no Purchasing -Agreement or Statement of Work is executed in connection with the -performance of the Services, a Synopsys invoice referencing this -Addendum in response to Customer’s correct purchase order shall be -Synopsys’ acceptance of the services transaction. Additional or -different terms of Customer’s purchase order shall not apply. - -1.3. Performance of Services. Synopsys will perform the Services using -such resources as Synopsys deems necessary in accordance with the terms -and conditions of this Addendum and of each applicable Purchasing -Agreement and Statement of Work. The Services shall be performed solely -in relation to the licenses to the Licensed Product granted by Synopsys -to Customer under the Agreement. All terms of the Agreement and -Purchasing Agreement that are not specifically amended herein will -remain in full effect. Nothing in this Agreement grants Customer any -rights to the Licensed Product other than as explicitly stated herein. -If Synopsys personnel are working on Customer’s premises: - -(a) Customer will provide a safe and secure working environment for such -personnel; and - -(b) Synopsys will comply with all reasonable workplace safety and -security standards and policies that are applicable to Customer’s -employees and of which Customer notifies Synopsys in writing and in -advance of the commencement of any Services. - -1.4. Customer Responsibilities. Customer will provide Synopsys with -access to Customer’s sites and facilities during Customer’s normal -business hours as reasonably required by Synopsys to perform the -Services. Customer will also make available to Synopsys any data, -information and any other materials reasonably required by Synopsys to -perform the Services, including, but not limited to, any data, -information or materials specifically identified in the Statement of -Work (collectively, “Customer Materials”). - -1.5. Relationship of the Parties. Synopsys is performing the Services as -an independent contractor, not as an employee, agent, joint venturer or -partner of Customer. Synopsys acknowledges and agrees that its personnel -are not eligible for or entitled to receive any compensation, benefits -or other incidents of employment that Customer makes available to its -employees. Accordingly, for a period of twelve (12) months following the -completion of the Services, Customer agrees not to directly or -indirectly solicit for employment any Synopsys employees or contractors, -provided that a job posting available to the general public shall not be -deemed such a solicitation. - -2. FEES AND EXPENSES. As consideration for the Services, Customer will -pay Synopsys fees in accordance with the terms set forth in the -applicable Purchasing Agreement. Unless otherwise stated in the -applicable Purchasing Agreement, Customer Success Package or Statement -of Work, all Services are provided on a time and materials basis. In -addition, Customer will reimburse Synopsys for all reasonable and -customary travel, lodging and other related expenses incurred by -Synopsys or its personnel in connection with the performance of the -Services in accordance with the terms set forth in the applicable -Purchasing Agreement, Customer Success Package, or Statement of Work -upon being provided with receipts and other documentation for all such -expenses. - -3. OWNERSHIP. Material and associated intellectual property rights -developed by a party prior to or outside of the scope of a Customer -Success Package or Statement of Work (“Pre-Existing Material”) shall be, -as between the parties, owned by the developing party. Synopsys shall -own all rights, title and interest in all scripts, methodologies, -processes, and documentation, and all intellectual property rights -therein, developed during the provision of the Services involving (i) -implementation or installation of Licensed Products into Customer’s -environment, (ii) configuration of workflow or reporting capabilities of -the Licensed Product, and (iii) optimization of the use of the Licensed -Product in Customer’s environment (collectively, the “Synopsys-Owned -Work Product”). Synopsys hereby grants to Customer, for the license term -applicable to the Licensed Product licensed to Customer under the -applicable Purchasing Agreement, a nonexclusive, worldwide, right to -use, reproduce and create derivative works of any PreExisting Material -owned by Synopsys and incorporated into deliverables of the Services, -and the Synopsys-Owned Work Product, for Customer’s internal business -purposes to aid in Customer’s use of Licensed Product licensed by it. - -4. SERVICES WARRANTY. Synopsys warrants that, for a period of ninety -(90) days from the completion of the Services (the “Services Warranty -Period”) the Services will be performed in a professional and -workmanlike manner consistent with applicable industry standards. If -during the Services Warranty Period, Synopsys receives from Customer a -written notice of the Service’s nonconformance with the provisions set -forth in this Section 4, Synopsys will, as Customer’s sole and exclusive -remedy and Synopsys’ entire liability for any breach of the foregoing -warranty, at Synopsys’ sole option and expense, promptly re-perform the -non-conforming Services or refund to Customer the fees paid for the -non-conforming Services. THE FOREGOING STATES CUSTOMER’S SOLE AND -EXCLUSIVE REMEDY FOR WARRANTY CLAIMS RELATED TO THE SERVICES. - -5. ENTIRE ADDENDUM. The parties acknowledge that they have had previous -discussions related to Synopsys’ performance of the Services for -Customer. This Addendum, together with any Statements of Work or -Customer Success Packages incorporated into the Agreement by reference -and the Agreement, constitutes the complete and exclusive understanding -and agreement between the parties on the subject matter and supersedes -all prior or contemporaneous agreements or understandings, written or -oral, relating to the Agreement, this Addendum, any Customer Success -Packages or any Statements of Work. - -END OF ONSITE SUPPORT SERVICES ADDENDUM - -SOFTWARE DEVELOPMENT KIT ADDENDUM - -IMPORTANT INFORMATION – READ CAREFULLY UNLESS YOU HAVE OBTAINED -PERMISSION TO USE THE LICENSED PRODUCT UNDER A SEPARATE, DULY SIGNED -LICENSE AGREEMENT OR AN EVALUATION LICENSE WITH SYNOPSYS OR AN -AUTHORIZED DISTRIBUTOR, THE ACCOMPANYING SOFTWARE IS PROVIDED UNDER THE -FOLLOWING TERMS AND CONDITIONS AND ANY SUPPLEMENTAL TERMS REFERENCED -BELOW AND YOUR RIGHT TO USE THE SOFTWARE IS CONDITIONED UPON YOUR -ACCEPTANCE OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS AND -CONDITIONS AND YOU DO NOT HAVE A SEPARATE LICENSE AGREEMENT AS -REFERENCED ABOVE, YOU MAY NOT USE OR COPY THE SOFTWARE AND YOU MUST -DELETE ANY COPIES OF IT FROM YOUR SYSTEMS. - -1. SCOPE AND KEY TERMS. This is an addendum (this “SDK Addendum”) to the -Agreement concerning Customer’s use of the Licensed Product described -below. The rights granted to the Licensed Product are expressly -conditioned upon acceptance of the additional terms and conditions -stated in this SDK Addendum by Customer. If an Authorized User of -Customer is using the Licensed Product, Customer is the licensee of the -Licensed Product. Customer may have already accepted a version of the -terms and conditions of this SDK Addendum by signing a Purchasing -Agreement referencing them. In all other circumstances, use by an -Authorized User binds such user and Customer to these Terms and -Conditions by using the Licensed Product. The Licensed Product is the -proprietary information of Synopsys or its suppliers who retain -exclusive title to their intellectual property rights in the Software. -Customer’s rights to the Licensed Product are limited to those expressly -granted below, and Synopsys reserves all rights not expressly granted in -this SDK Addendum. - -2. Definitions. Capitalized terms in this Addendum have the meanings -given them in the Agreement and/or applicable Purchasing Agreement. -Whenever capitalized in this SDK Addendum: - -2.1 “SDK Addendum” means this Synopsys SDK Addendum. - -2.2 “Agreement” means the applicable Synopsys End User Software License -and Maintenance Agreement pursuant to which a license to the Licensed -Product was granted to Customer in accordance with the terms and -conditions therein. This SDK Addendum is hereby incorporated by -reference into the Agreement. - -2.3 “Checker” means one or more bug checkers developed by Customer or -its Authorized Users in compliance with the Documentation for specific -use with the Licensed Product. - -2.4 “Documentation” means, for purposes of this SDK Addendum, the -Documentation (as defined in the Agreement) that is specific to the -Licensed Product licensed pursuant to this SDK Addendum. - -2.5 “SDK” or “Software Development Kit” means the Documentation and the -Licensed Product (source code and object code) provided or made -available by Synopsys for use by Customer in connection with Customer’s -use of the Licensed Product in accordance with the terms of the -Agreement. +(collectively the "Services"). + +1.2. Purchasing Agreements; Statements of Work. + +To order Services, Customer shall enter into +(a) written statements of work (each a "Statement of Work") identifying +the Services or +(b) Purchasing Agreements identifying the Services to be performed. + +Each Purchasing Agreement and/or Statement of Work must reference this Agreement. + +1.3. Performance of Services.. + +The Services shall be performed solely in relation to the licenses to the +Licensed Product granted by Black Duck to Customer under the Agreement. +Nothing in this Addendum grants Customer any rights to the Licensed Product +other than as explicitly stated herein. +If Black Duck personnel are working on Customer's premises: +(a) Customer will provide a safe and secure working environment for such +personnel; and +(b) Black Duck will comply with all reasonable workplace safety and security +standards and policies that are applicable to Customer's employees and of which +Customer notifies Black Duck in writing and in advance of the commencement +of any Services. + +1.4. Customer Responsibilities. + +Customer will provide Black Duck with access to Customer's sites and facilities +during Customer's normal business hours as reasonably required by Black Duck to +perform the Services. Customer will also make available to Black Duck any +data, information and any other materials reasonably required by Black Duck to +perform the Services, including, but not limited to, any data, information or +materials specifically identified in the Statement of Work (collectively, +"Customer Materials"). + +1.5. Relationship of the Parties. + +Black Duck is performing the Services as an independent contractor, not as an +employee, agent, joint venturer or partner of Customer. Black Duck +acknowledges and agrees that its personnel are not eligible for or entitled to +receive any compensation, benefits or other incidents of employment that +Customer makes available to its employees. Accordingly, for a period of twelve +(12) months following the completion of the Services, Customer agrees not to +directly or indirectly solicit for employment any Black Duck employees or +contractors engaged in the performance of the Services, provided that a job +posting available to the general public shall not be deemed such a solicitation. + + +2. FEES AND EXPENSES. + +Customer will pay Black Duck fees in accordance with the terms set forth in the +applicable Purchasing Agreement or Statement of Work. In addition, Customer +will reimburse Black Duck for all reasonable and customary travel, lodging and +other related expenses incurred by Black Duck or its personnel in connection +with the performance of the Services upon being provided with receipts and +other documentation for all such expenses. + + +3. OWNERSHIP. + +Material and associated intellectual property rights developed by a party prior +to or outside of the scope of a Customer Success Package, Statement of Work or +Purchasing Agreement ("Pre-Existing Material") shall be, as between the +parties, owned by the developing party. Black Duck shall own all rights, title +and interest in all scripts, methodologies, processes, and documentation, and +all intellectual property rights therein, developed during the provision of the +Services involving (i) implementation or installation of Licensed Products into +Customer's environment, (ii) configuration of workflow or reporting +capabilities of the Licensed Product, and (iii) optimization of the use of the +Licensed Product in Customer's environment (collectively, the "Black Duck-Owned +Work Product"). Black Duck hereby grants to Customer, for the license term +applicable to the Licensed Product licensed to Customer under the applicable +Purchasing Agreement, a nonexclusive, worldwide, right to use, reproduce and +create derivative works of any Pre-Existing Material owned by Black Duck and +incorporated into deliverables of the Services, and the Black Duck-Owned Work +Product, for Customer's internal business purposes to aid in Customer's use of +Licensed Product licensed by it. + + +4. SERVICES WARRANTY. + +Black Duck warrants that the Services will be performed in a professional and +workmanlike manner consistent with applicable industry standards. Ift Black +Duck receives from Customer a written notice of the Service's non-conformance +with the provisions set forth in this Section 4, Black Duck will, as Customer's +sole and exclusive remedy and Black Duck' entire liability for any breach of +the foregoing warranty, at Black Duck's sole option and expense, promptly +re-perform the Services or refund to Customer the fees paid for the Services. +THE FOREGOING STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR WARRANTY CLAIMS +RELATED TO THE SERVICES. + + +END OF ONSITE SUPPORT SERVICES TERM ADDENDUM -2.6 “Licensed Product” means, for purposes of this SDK Addendum, the -Synopsys Analysis Integration Toolkit (including without limitation any -applications, sample code, simulator, tools, libraries, APIs, data, -files, and materials). - -2.7 “Licensed Term” means the period described in the applicable -Purchasing Agreement for the Licensed Product. - -3. SDK INTERNAL USE LICENSE AND RESTRICTIONS. - -3.1 Permitted Uses and Restrictions. Subject to Customer’s compliance -with the terms and conditions of the Agreement and this SDK Addendum, -Synopsys hereby grants Customer during the Licensed Term, a limited, -nonexclusive, personal, revocable, non-sub-licensable and -nontransferable license to: - -3.1.1 Install up to the licensed number of copies of the SDK on -computers owned or controlled by Customer, to be used internally by -Customer or Customer’s Authorized Users for the sole purpose of -developing or testing Checkers; and - -3.1.2 Make and distribute a reasonable number of copies of the -Documentation to Authorized Users for Customer’s internal use only and -for the sole purpose of developing or testing Checkers. Customer -understands that Checkers developed using the SDK can only be installed -or used in conjunction with the Licensed Product. Synopsys shall not be -responsible for any costs, expenses or other liabilities Customer may -incur as a result of Customer’s Checker development or use of this SDK. - -3.2 Copies. Customer agrees to retain and reproduce in full the Synopsys -copyright, disclaimers and other proprietary notices (as they appear in -the SDK and Documentation provided) in any Checker created by Customer -and/or its Authorized Users and in all copies of the SDK and -Documentation that Customer is permitted to make under this Addendum. - -4. OWNERSHIP. - -4.1 Synopsys retains all rights, title, and interest in and to the SDK -it may make available to Customer under this Addendum. Customer agrees -to cooperate with Synopsys to maintain Synopsys’ ownership of the SDK -(including all Synopsys SDK materials incorporated into the Checkers -that are created in connection therewith), and Customer agrees to -promptly provide notice of any claims relating to the SDK (and any SDK -materials incorporated into such Checkers). - -4.2 Except with respect to the SDK materials that are permitted to be -incorporated into a Checker pursuant to the terms of this Addendum, -Customer shall retain all rights, title and interest in and to the -Checkers, subject to the use limitations stated herein. - -4.3 Customer hereby grants to Synopsys, its subcontractors and -authorized distributors, without charge, the right to use, copy, modify -and create derivative works of any such Checkers solely for the purpose -of (i) improving the operation, functionality or use of Synopsys’ -existing and future product offerings and commercializing such -offerings; and (ii) publishing aggregated statistics about software -quality, provided that no data in any such publication can be used to -specifically identify Customer or Customer’s Checkers or software code. - -4.4 No Other Permitted Uses. Customer agrees not to rent, lease, lend, -upload to or host on any website or server, sell, redistribute, or -sublicense the SDK or any Checker, in whole or in part, or to enable -others to do so. Customer shall not use the SDK or any Checker for any -purpose not expressly permitted by this Addendum. Customer may not and -Customer agrees not to, or to enable others to, copy (except as -expressly permitted under this Addendum), decompile, reverse engineer, -disassemble, attempt to derive the source code of, modify, decrypt, or -create derivative works of the SDK or any services provided by the SDK, -or any part thereof (except as and only to the extent any foregoing -restriction is prohibited by applicable law, or to the extent as may be -permitted by licensing terms governing use of open-sourced components or -sample code included with the SDK). Customer agrees not to exploit any -services provided by the SDK in any unauthorized way whatsoever. Any -attempt to do so is a violation of the rights of Synopsys and its -licensors of the SDK. If Customer breaches any of the foregoing -restrictions, Customer may be subject to prosecution and damages. All -licenses not expressly granted in this Agreement are reserved and no -other licenses, immunity or rights, express or implied are granted by -Synopsys, by implication, estoppel, or otherwise. This Addendum does not -grant Customer any rights to use any trademarks, logos or service marks -belonging to Synopsys. - -4.5 Releases and Workarounds; No Support or Maintenance. Synopsys may -extend, enhance, or otherwise modify the SDK at any time without notice, -but Synopsys shall not be obligated to provide Customer with any -Releases or Workarounds to the SDK. If Releases or Workarounds are made -available by Synopsys, the terms of this Addendum will govern such -Releases and Workarounds. Synopsys is not obligated to provide any -Maintenance or other support for the SDK. Customer acknowledges that -Synopsys has no express or implied obligation to announce or make -available any Releases or Workarounds of the SDK to anyone in the -future. Should a Release or Workaround be made available, it may have -APIs, features, services or functionality that are different from those -found in the SDK licensed hereunder. - -5. CUSTOMER OBLIGATIONS. - -5.1 Use of the SDK. As a condition to using the SDK, Customer agrees -that: - -5.1.1 Customer will only use the SDK for the purposes and in the manner -expressly permitted by this Addendum and in accordance with all -applicable laws and regulations; - -5.1.2 Customer will not use the SDK for any unlawful or illegal -activity, nor to develop any Checker which would commit or facilitate -the commission of a crime, or other tortious, unlawful, or illegal act; - -5.1.3 To the best of Customer’s knowledge and belief, Customer Checkers -do not and will not violate, misappropriate, or infringe any copyright, -patent, trademark, trade secret, rights of privacy and publicity, or -other proprietary or legal right of any third party or of Synopsys. - -5.2 Requirements for Checkers. Any Checker developed using this SDK must -comply with these criteria and requirements, as they may be modified by -Synopsys from time to time: - -5.2.1 Checkers may only use SDK materials in the manner prescribed by -Synopsys and must not use or call any materials not published or -authorized by Synopsys. - -5.2.2 A Checker may not itself install or launch other executable code -by any means, including without limitation through the use of a plug-in -architecture, calling other frameworks, other APIs or otherwise. No -interpreted code may be downloaded and used in a Checker except for code -that is interpreted and run by the Licensed Product. - -5.2.3 Checkers must comply with the Documentation provided by Synopsys. - -5.2.4 If Customer’s Checker includes any Open Source Licensed Product, -Customer agrees to comply with all applicable Open Source Licensed -Product licensing terms. Customer also agrees not to use any Open Source -Licensed Product in the development of Customer’s Checker in such a way -that would cause the non-Open Source Licensed Product portions of the -SDK to be subject to any Open Source Licensed Product licensing terms or -obligations, including, without limitation, any condition of use, -copying, modification or redistribution, which would require such -Checker or the Licensed Product and derivative works thereof to be -disclosed or distributed in source code form, to be licensed for the -purpose of making derivative works, or to be redistributed free of -charge (including without limitation as software distributed under the -GNU General Public License or GNU Lesser/Library GPL). - -6. INDEMNIFICATION. Customer agrees to indemnify, defend and hold -harmless Synopsys (including without limitation its directors, officers, -employees, independent contractors and agents) from any and all claims, -losses, liabilities, damages, expenses and costs (including without -limitation attorney’s fees and court costs) (collectively “Losses“) -incurred by Synopsys as a result of Customer’s breach of this Addendum, -a breach of any certification, covenant, representation or warranty made -by Customer in this Addendum, any claims that Customer’s Checkers -violate or infringe any third party intellectual property or proprietary -rights, or otherwise related to or arising from Customer’s use of the -SDK, Customer’s Checker(s) or Customer’s development of Checkers, -including any Losses as a result of a claim for death, personal injury -or property damage. In no event may Customer enter into any settlement -or like agreement with a third party that affects Synopsys’srights or -binds Synopsys in any way, without the prior written consent of -Synopsys. - -7. NO WARRANTIES. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF -THE SDK IS AT CUSTOMER’S SOLE RISK AND THAT THE ENTIRE RISK AS TO -SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH CUSTOMER. -THE SDK IS PROVIDED “AS IS”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY -KIND, AND SYNOPSYS AND SYNOPSYS’ LICENSORS HEREBY DISCLAIM ALL -WARRANTIES AND CONDITIONS WITH RESPECT TO THE SDK, EITHER EXPRESS, -IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED -WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, -FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, AND -NON-INFRINGEMENT OF THIRD PARTY RIGHTS. SYNOPSYS DOES NOT WARRANT -AGAINST INTERFERENCE WITH CUSTOMER’S ENJOYMENT OF THE SDK, THAT THE SDK -WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE OPERATION OF THE SDK WILL BE -UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE SDK WILL BE CORRECTED, -OR THAT THE SDK WILL BE COMPATIBLE WITH FUTURE SYNOPSYS PRODUCTS OR -SOFTWARE. - -8. ENTIRE ADDENDUM. This Addendum constitutes the complete and exclusive -understanding and agreement between the parties on the subject matter -and supersedes all prior or contemporaneous agreements or -understandings, written or oral, relating to this Addendum. Parties -specifically agree that Sections 1.5 (Documentation), 1.7 (Licensed -Product), 2 (License), 4 (Warranty) and 5 (Indemnity) of the Agreement -are not applicable to the SDK and that the SDK shall not be eligible for -maintenance services. - -END OF SOFTWARE DEVELOPMENT KIT ADDENDUM SPECIAL TERMS AND CONDITIONS ADDENDUM -1. SEEKER; DEFENSICS. If Customer has purchased a license to the -Licensed Products known as either Seeker (“Seeker”) or Defensics -(“Defensics”), the following additional terms apply: + +1. SEEKER; DEFENSICS. + +If Customer has purchased a license to the Licensed Products known as either +Seeker ("Seeker") or Defensics ("Defensics"), the following additional terms +apply: 1.1. Seeker -1.1.1. Use in Test Environment Only. SEEKER IS AN AUTOMATED TESTING -SOLUTION DESIGNED TO BE USED IN NON-PRODUCTION ENVIRONMENTS ONLY. As -part of the processes completed by Seeker, Seeker will automatically -generate requests to the applicable Customer website, thus activating -various website and associated database operations. Such processes may -add to, modify, tamper with, and /or delete any persistent data -contained in such site or in such database. CUSTOMER IS HEREBY ADVISED -TO EXCLUDE ALL WEBSITES FOR WHICH CUSTOMER DOES NOT WANT SEEKER TO -PERFORM SUCH OPERATIONS. SUCH OPERATIONS MAY ALSO BE DISABLED FROM THE -SETTINGS- ->TEST/GENERAL SCREEN. -> -1.1.2. Purpose; Data Modification; Data Collection. Customer understands -that Seeker is software that conducts certain tests by (i) gathering -data and information from the environments, websites, software products, -databases, and servers in which it operates and potentially saving such -data and information in the database of Seeker, and (ii) potentially -changing, deleting, or otherwise altering such data and information. -Customer further understands that Seeker is designed to be used solely -as part of a development and test environments, which are not production -environments. - -1.1.3. Use of Customer End User Information. Seeker uses sample end user -data (including names, passwords, addresses, account numbers, credit -card numbers and other data) that has been created for use in the -operations performed by Seeker (“Test/Form Data”). Customer end user -data used in Customer’s production website, database and server -environment may contain Personally Identifiable Information (as defined -under U.S. law), Personal Data (as defined under European Union law and -the implementing regulations of its member states) and other data -regulated by U.S. and international law (collectively, “Regulated -Data”). In the event that Customer provides Synopsys access to such -Regulated Data for purposes of the performance of Synopsys Maintenance -Services or otherwise, as between Synopsys and Customer, Synopsys shall -be deemed a data processor and Customer shall be deemed the data -controller with respect to such Regulated Data. CUSTOMER IS HEREBY -ADVISED TO USE THE SUPPLIED TEST/FORM DATA ONLY IN THE OPERATION OF -SEEKER. CUSTOMER IS HEREBY FURTHER ADVISED THAT THE USE OF REGULATED -DATA IN SEEKER OPERATIONS IS A VIOLATION OF THE TERMS AND CONDITIONS OF -THIS AGREEMENT. IN THE EVENT THAT CUSTOMER USES REGULATED DATA IN SEEKER -OPERATIONS, CUSTOMER SHALL HOLD SYNOPSYS HARMLESS FROM ANY LIABLITY -RESULTING FROM SUCH USE. - -1.1.4. Credit Card Usage. As part of Seeker’s operations, Seeker will -automatically test credit card forms, creating credit card transactions -using such credit card forms using Test/Form Data. CUSTOMER SHALL BE -SOLELY RESONSIBLE TO ENSURE THAT ANY ALL TESTED ENVIRONMENTS, -APPLICATIONS, DATABASES, AND SERVERS CONTAIN TEST/FORM DATA ONLY. -CUSTOMER IS HEREBY ADVISED TO USE TEST CREDIT CARD FORMS ONLY, AND TO -DISCONNECT TESTED WEBSITES FROM PRODUCTION TRANSACTION SERVERS PRIOR TO -TESTING. SUCH OPERATIONS MAY ALSO BE DISABLED FROM THE -SETTINGS->TEST/GENERAL SCREEN. SYNOPSYS SHALL BEAR NO LIABILITY FOR AND -CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR AND SHALL HOLD SYNOPSYS -HARMLESS IN CONNECTION WITH ANY CUSTOMER-INITIATED CREDIT CARD -TRANSACTIONS RESULTING FROM THE USE OF ANY DATA OTHER THAN TEST/FORM -DATA IN THE OPERATION OF SEEKER. - -1.2. Defensics - -1.2.1. Use in Test Environment Only. DEFENSICS IS AN automated TESTING -SOLUTION DESIGNED TO BE USED IN NON-PRODUCTION ENVIRONMENTS ONLY. As -part of the processes completed by Defensics, Defensics will -automatically test specific protocols of Customer software identified by -Customer. Such protocols may add to, modify, tamper with, and /or delete -portions of the software under test, and may disable software -functionality in production environments. CUSTOMER IS HEREBY ADVISED NOT -TO USE DEFENSICS IN ANY PRODUCTION ENVIRONMENT. - -2. DISCLAIMER. CUSTOMER IS NOT LICENSED TO USE SEEKER OR DEFENSICS IN -PRODUCTION ENVIRONMENTS; IN THE EVENT THAT CUSTOMER USES EITHER SEEKER -OR DEFENSICS IN PRODUCTION ENVIRONMENTS, SYNOPSYS SHALL BEAR NO -RESPONSIBILITY FOR SUCH USES AND CUSTOMER SHALL BEAR ALL LIABILITY FOR -SUCH USES AND SHALL HOLD SYNOPSYS HARMLESS IN CONNECTION WITH ANY -LIABILITY RESULTING FROM SUCH CUSTOMER USES. +1.1.1. Use in Test Environment Only. + +SEEKER IS AN AUTOMATED TESTING SOLUTION DESIGNED TO BE USED IN NON-PRODUCTION +ENVIRONMENTS ONLY. As part of the processes completed by Seeker, Seeker will +automatically generate requests to the applicable Customer website, thus +activating various website and associated database operations. Such processes +may add to, modify, tamper with, and /or delete any persistent data contained +in such site or in such database. CUSTOMER IS HEREBY ADVISED TO EXCLUDE ALL +WEBSITES FOR WHICH CUSTOMER DOES NOT WANT SEEKER TO PERFORM SUCH OPERATIONS. +SUCH OPERATIONS MAY ALSO BE DISABLED FROM THE SETTINGS->TEST/GENERAL SCREEN. + +1.1.2. Purpose; Data Modification; Data Collection. + +Customer understands that Seeker is software that conducts certain tests by (i) +gathering data and information from the environments, websites, software +products, databases, and servers in which it operates and potentially saving +such data and information in the database of Seeker, and (ii) potentially +changing, deleting, or otherwise altering such data and information. Customer +further understands that Seeker is designed to be used solely as part of a +development and test environments, which are not production environments. + +1.1.3. Use of Customer End User Information. + +Seeker uses sample end user data (including names, passwords, addresses, +account numbers, credit card numbers and other data) that has been created for +use in the operations performed by Seeker ("Test/Form Data"). Customer end +user data used in Customer's production website, database and server +environment may contain Personally Identifiable Information (as defined under +U.S. law), Personal Data (as defined under European Union law and the +implementing regulations of its member states) and other data regulated by U.S. +and international law (collectively, "Regulated Data"). In the event that +Customer provides Black Duck access to such Regulated Data for purposes of the +performance of Black Duck Maintenance Services or otherwise, as between Black +Duck and Customer, Black Duck shall be deemed a data processor and Customer +shall be deemed the data controller with respect to such Regulated Data. +CUSTOMER IS HEREBY ADVISED TO USE THE SUPPLIED TEST/FORM DATA ONLY IN THE +OPERATION OF SEEKER. CUSTOMER IS HEREBY FURTHER ADVISED THAT THE USE OF +REGULATED DATA IN SEEKER OPERATIONS IS A VIOLATION OF THE TERMS AND CONDITIONS +OF THIS AGREEMENT. IN THE EVENT THAT CUSTOMER USES REGULATED DATA IN SEEKER +OPERATIONS, CUSTOMER SHALL HOLD BLACK DUCK HARMLESS FROM ANY LIABLITY RESULTING +FROM SUCH USE. + +1.1.4. Credit Card Usage. + +As part of Seeker's operations, Seeker will automatically test credit card +forms, creating credit card transactions using such credit card forms using +Test/Form Data. CUSTOMER SHALL BE SOLELY RESONSIBLE TO ENSURE THAT ANY ALL +TESTED ENVIRONMENTS, APPLICATIONS, DATABASES, AND SERVERS CONTAIN TEST/FORM +DATA ONLY. CUSTOMER IS HEREBY ADVISED TO USE TEST CREDIT CARD FORMS ONLY, AND +TO DISCONNECT TESTED WEBSITES FROM PRODUCTION TRANSACTION SERVERS PRIOR TO +TESTING. SUCH OPERATIONS MAY ALSO BE DISABLED FROM THE SETTINGS->TEST/GENERAL +SCREEN. BLACK DUCK SHALL BEAR NO LIABILITY FOR AND CUSTOMER SHALL BE SOLELY +RESPONSIBLE FOR AND SHALL HOLD BLACK DUCK HARMLESS IN CONNECTION WITH ANY +CUSTOMER-INITIATED CREDIT CARD TRANSACTIONS RESULTING FROM THE USE OF ANY DATA +OTHER THAN TEST/FORM DATA IN THE OPERATION OF SEEKER. + +1.2. Defensics + +1.2.1. Use in Test Environment Only. + +DEFENSICS IS AN automated TESTING SOLUTION DESIGNED TO BE USED IN +NON-PRODUCTION ENVIRONMENTS ONLY. As part of the processes completed by +Defensics, Defensics will automatically test specific protocols of Customer +software identified by Customer. Such protocols may add to, modify, tamper +with, and /or delete portions of the software under test, and may disable +software functionality in production environments. CUSTOMER IS HEREBY ADVISED +NOT TO USE DEFENSICS IN ANY PRODUCTION ENVIRONMENT. + + +2. DISCLAIMER. + +CUSTOMER IS NOT LICENSED TO USE SEEKER OR DEFENSICS IN PRODUCTION ENVIRONMENTS; +IN THE EVENT THAT CUSTOMER USES EITHER SEEKER OR DEFENSICS IN PRODUCTION +ENVIRONMENTS, BLACK DUCK SHALL BEAR NO RESPONSIBILITY FOR SUCH USES AND +CUSTOMER SHALL BEAR ALL LIABILITY FOR SUCH USES AND SHALL HOLD BLACK DUCK +HARMLESS IN CONNECTION WITH ANY LIABILITY RESULTING FROM SUCH CUSTOMER USES. + END OF SPECIAL TERMS AND CONDITIONS ADDENDUM + HOSTING SERVICES ADDENDUM -1. DEFINITIONS. -1.1 “Hosted Software” means the software described in the applicable -Purchasing Agreement that Synopsys will provision hosting services for -on behalf of Customer under the terms of this Hosting Services Addendum. +1. DEFINITIONS. -1.2 “Hosting Services” means the services related to the Hosted Software +1.1 "Hosted Software" means the software described in the applicable +Purchasing Agreement that Black Duck will provision hosting services for on +behalf of Customer under the terms of this Hosting Services Addendum. + +1.2 "Hosting Services" means the services related to the Hosted Software described in this Hosting Services Addendum. -2. Hosting Services Description. During the term set forth in the -applicable Purchasing Agreement, Synopsys shall provision Hosting -Services on behalf of Customer as follows: Synopsys will be responsible -for managing the set-up, configuration and hosting of the Hosted +2. Hosting Services Description. + +During the term set forth in Section 3 below, Black Duck shall provision +Hosting Services on behalf of Customer as follows: Black Duck will be +responsible for managing the set-up, configuration and hosting of the Hosted Software including, but not limited to, managing the installation of all -revisions, new versions, and updates to the Hosted Software. - -3. POST-TERMINATION HOSTING. Synopsys will permit Customer to access the -Hosted Software for a maximum of thirty (30) days post termination of -the Agreement or the applicable Purchasing Agreement, as applicable, for -the limited purpose of accessing and downloading any Customer data -retained therein. - -4. HOSTING SERVICES PERFORMANCE WARRANTY. - -4.1 Uptime. Synopsys will (a) have at least 99.5% uptime (“Service -Availability”), as measured monthly, excluding planned downtime and any -time necessary to implement updates, upgrades or modification to the -Hosted Software, and (b) not experience more than two (2) instances of -unscheduled downtime of more than one (1) hour each in any rolling -thirty (30) day period. Routine updates to the Hosted Software are -scheduled once per month on a Sunday, typically between the hours of 4 -am and 8 am (Eastern US time zone). - -4.2 Exclusions. This Service Availability warranty shall not apply in -the event of any interruption or failure of telecommunication or digital -transmission links outside of Synopsys’ network, Internet network -congestion outside of Synopsys’ network or other failures outside of -Synopsys’ network. - -5. Limitation of Liability. EXCEPT FOR THE EXPRESS SERVICE AVAILABILITY -WARRANTY STATED IN SECTION 4, THIS HOSTING SERVICES ADDENDUM DOES NOT -CREATE ANY OTHER REPRESENTATION OR WARRANTY RELATED TO THE AVAILABILITY, -ACCESSIBILITY, OR USEABILITY OF THE HOSTED SOFTWARE. THE REMEDIES STATED -IN THE AGREEMENT ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR SYNOPSYS’ -FAILURE TO MEET THE WARRANTIES SET FORTH HEREIN. - -6. ENTIRE ADDENDUM. The parties acknowledge that they have had previous -discussions related to Synopsys’ performance of the Hosting Services for -Customer. This Addendum constitutes the complete and exclusive -understanding and agreement between the parties on the subject matter -and supersedes all prior or contemporaneous agreements or -understandings, written or oral, relating to the Agreement or this -Addendum. +revisions, new versions, and updates to the Hosted Software. + + +3. POST-TERMINATION HOSTING. + +Black Duck will permit Customer to access the Hosted Software for a maximum of +thirty (30) days post termination of the Agreement or the applicable Purchasing +Agreement, as applicable, for the limited purpose of accessing and downloading +any Customer data retained therein. + + +4. HOSTING SERVICES PERFORMANCE WARRANTY. + +4.1 Uptime. + +Black Duck will (a) have at least 99.5% uptime ("Service Availability"), as +measured monthly, excluding planned downtime and any time necessary to +implement updates, upgrades or modification to the Hosted Software, and (b) not +experience more than two (2) instances of unscheduled downtime of more than one +(1) hour each in any rolling thirty (30) day period. Routine updates to the +Hosted Software are scheduled once per month on a Sunday, typically between the +hours of 4 am and 8 am (Eastern US time zone). + +4.2 Exclusions. + +This Service Availability warranty shall not apply in the event of any +interruption or failure of telecommunication or digital transmission links +outside of Black Duck's network, Internet network congestion outside of Black +Duck's network or other failures outside of Black Duck's network. + + +5. Limitation of Liability. + +EXCEPT FOR THE EXPRESS SERVICE AVAILABILITY WARRANTY STATED IN SECTION 4, THIS +HOSTING SERVICES ADDENDUM DOES NOT CREATE ANY OTHER REPRESENTATION OR WARRANTY +RELATED TO THE AVAILABILITY, ACCESSIBILITY, OR USEABILITY OF THE HOSTED +SOFTWARE. THE REMEDIES STATED IN THE AGREEMENT ARE CUSTOMER'S SOLE AND +EXCLUSIVE REMEDY FOR BLACK DUCK'S FAILURE TO MEET THE WARRANTIES SET FORTH +HEREIN. + + +6. ENTIRE ADDENDUM. + +The parties acknowledge that they have had previous discussions related to +Black Duck's performance of the Hosting Services for Customer. This Addendum +constitutes the complete and exclusive understanding and agreement between the +parties on the subject matter and supersedes all prior or contemporaneous +agreements or understandings, written or oral, relating to the Agreement or +this Addendum. END OF HOSTING SERVICES ADDENDUM + + +EXECUTION COPY + +End User Software License and Maintenance Agreement (EULM) v2024.2 (Americas +Israel Africa) diff --git a/platform-1/hardening_manifest.yaml.template b/platform-1/hardening_manifest.yaml.template index d0842302ab..4258abb9d6 100644 --- a/platform-1/hardening_manifest.yaml.template +++ b/platform-1/hardening_manifest.yaml.template @@ -2,7 +2,7 @@ apiVersion: v1 # The repository name in registry1, excluding /ironbank/ -name: "synopsys/blackduck/blackduck-client" +name: "blackduck/blackduck/blackduck-client" # List of tags to push for the repository in registry1 # The most specific version should be the first tag and will be shown @@ -21,11 +21,11 @@ labels: ## Human-readable description of the software packaged in the image org.opencontainers.image.description: "Client tools for Blackduck" ## License(s) under which contained software is distributed - org.opencontainers.image.licenses: "Synopsys proprietary License" + org.opencontainers.image.licenses: "Black Duck proprietary License" ## URL to find more information on the image org.opencontainers.image.url: "blackducksoftware/blackduck-client" ## Name of the distributing entity, organization or individual - org.opencontainers.image.vendor: "Synopsysi, Inc." + org.opencontainers.image.vendor: "BLACK DUCK SOFTWARE, INC." org.opencontainers.image.version: "TARGET_IMAGE_TAG" ## Keywords to help with search (ex. "cicd,gitops,golang") mil.dso.ironbank.image.keywords: "SCA" @@ -37,17 +37,17 @@ labels: # List of resources to make available to the offline build context resources: - filename: detect-RELEASE_VERSION-air-gap.zip - url: https://sig-repo.synopsys.com/artifactory/blackduck-repo1.dso.mil-generic/blackduck-client/detect-RELEASE_VERSION-air-gap.zip + url: https://repo.blackduck.com/blackduck-repo1.dso.mil-generic/blackduck-client/detect-RELEASE_VERSION-air-gap.zip validation: type: sha256 value: ZIP_SHA256_VALUE auth: type: "basic" - id: "synopsys" + id: "blackduck" # List of project maintainers maintainers: -- email: "mjmcint@synopsys.com" +- email: "mjmcint@blackduck.com" name: "Megan McIntyre" username: "mjmcint" cht_member: false