The 6SigmaDCX and 6SigmaET EULA is the licence agreement for a software suite that Cadence now hosts at its own domain under the Future Facilities name. The Cadence page states that it “is redirected from” the Future Facilities website, and it opens with a routing rule: if licences were selected from Cadence’s System Pricebook under a Cadence Product Quotation or Order, the Software License and Maintenance Terms and Conditions for time-based (TBL) or 99-year product licences apply, along with the quotation; if they were not selected from the System Pricebook and were provided under a co-branded Future Facilities and Cadence quotation, the EULA on the page applies.[1] The page therefore documents two contract paths for the same products, and the first task for a licence manager is to establish which path an order followed. The rest of this article describes the EULA text as published, not any order.
Parties and formation
The Head Licensor is 6SigmaDC Limited, and the licensor under the agreement is the Head Licensor Authorized Representative named in the quotation, or Future Facilities Limited if none is named.[1] The quotation and the EULA form the whole agreement. Different or additional terms on a customer purchase order are rejected, and terms in an electronic portal have no effect.[1] The agreement becomes effective on acceptance: for a mutually signed quotation when the second party signs; for a quotation of GBP 80,000 or less that is not mutually executed when the licensee sends a purchase order referencing it; and for quotations through distributors by purchase order, by choosing “I accept the agreement” during installation, or by installing, accessing or using the software.[1] The licensor states a current policy of allowing contract formation without the licensee’s signature for quotations of USD 100,000 or below, and reserves the right to change it.[1] Acceptance is irrevocable, “regardless of whether the License Start Date is a future date”.
Two points matter for records. Click-through acceptance by an individual during installation can bind the licensee, so installations by individual engineers should be traceable to an order. And the licensor warns that retaining or using unauthorised copies, or obtaining the software through anyone other than the licensor or an authorised distributor, is treated as piracy that it may pursue civilly and, where applicable, criminally.[1]
Licence grant and metrics
The grant is “a revocable, non-exclusive non-transferable license, without any right to sub-license, to install and to use the Licensed Software (in machine readable, object-code form only) on the Equipment beginning on the License Start Date”, for internal business purposes and within the usage and period limits in the quotation.[1] Two licence forms are defined by their licence keys.
A Node-Locked Licence permits “one (1) copy of the Licensed Software on a single identified computer at any time” in the location agreed with the licensor, for each licence. The licence may be moved to another computer, or the computer to another country, only with the licensor’s prior written approval, which may carry a fee and instructions such as removing the old key.[1]
A Floating Licence permits the software to be installed on the License Server and used concurrently, “one (1) concurrent use of the Licensed Software for each Floating License key”, on computers on the same network as the server and located in the countries agreed in writing.[1] The License Server is defined as a computer on the licensee’s internal network, and it cannot be permanently moved to another location or to other equipment without the licensor’s written consent, which is not to be unreasonably withheld.[1]
Location is therefore a licence term in both forms. The country or countries named in the quotation limit where floating licences may be used, so a licence server reachable from a new site is not enough on its own.
Keys and registration
The software “will be inoperable without a Licensor authorization key”. To obtain a key the licensee registers electronically after installation, and “failure by Licensee to complete the registration process within 5 days of installation shall constitute a material breach.”[1] A five-day window is short, and installation without a recorded registration is a documented breach condition. Free-of-charge licences may be issued without a quotation, in which case the licence specification issued with the keys supplies the entitlement and period.[1]
Evaluation, beta and educational use
Evaluation, trial, demo-and-test or non-productive licences are limited to evaluating the software for internal business purposes, with no copying of features or recording of intellectual property and no commercial or productive use. They are issued “for limited duration - typically 30 days - and in limited quantity - typically 1 per Licensee”, with multiple trial keys possible at the licensor’s discretion, for example where training is purchased.[1] Beta code must be kept in confidence, and evaluation results may be communicated only to the licensor and the employees involved.[1]
Educational Software is priced for education or intended for educational use and non-commercial research. The licensee or its users “must be enrolled in, or employed by, an accredited academic institution” and use the software only in a qualification-granting programme. Non-educational research, or funded research done at a university or under an academic name, does not qualify unless the licensor authorises it in writing.[1] That last rule catches university-hosted industry projects.
Use, audit and records
Section 6 sets the working restrictions. The software may be used only on the Equipment, and “the Licensee shall not make the Licensed Software or installation kit available in any form to any person other than Licensee’s employees and on-site contractors” whose work requires access and who are bound by confidentiality, and contractors may not include the licensor’s competitors.[1] Reverse engineering, modification and derivative works are prohibited. Benchmark results may not be disclosed to third parties without written permission, and the software and its files may not be used to develop a competing product.[1] Proprietary-format data files may be shared with third parties other than competitors under a written confidentiality agreement, but may be used only with the licensor’s products.[1]
The audit clause permits the licensor, “at all reasonable times, and at the Licensor’s expense”, to verify use within the agreement. If the audit reveals a breach, “the Licensee shall reimburse the Licensor for any and all costs and expenses incurred for such an audit.”[1] The clause states no notice period, frequency limit or audit scope, so the practical protections are the reasonable-times standard and the licensee’s own records. Section 7.4 requires those records: “Licensee shall maintain a record of the number and primary location of all copies of Licensed Software and shall make those records available to Licensor upon request.”[1] Copies are limited to transient copies and reasonable backups, and each copy is subject to the agreement.[1]
Maintenance and charges
Maintenance and support is provided to the extent set out in the executed quotation and paid for, and covers Maintenance Releases made generally available during the maintenance period. The maintenance terms are on a separate page and may be updated by posting, provided no change has a material negative impact on the licensee.[1]
On charges, the licensor may vary periodic licence or maintenance charges “by giving to the Licensee not less than 3 months’ written notice”, effective at the end of the initial period or later, and not above its then-current standard scale of charges.[1] Invoices are payable within 30 days, fees are net of taxes, and overdue amounts carry interest at 1.5% per month, or the highest lawful rate if lower.[1] Delivery is by electronic download unless otherwise agreed, and the software is deemed delivered when made available for download.[1]
Warranty, ownership and indemnity
The EULA disclaims all warranties, including for free and beta versions, and states the software is for trained professionals and is not a substitute for professional judgment; dangerous applications are the licensee’s responsibility with an indemnity.[1] The licensor owns all intellectual property in the software and in any modifications or additions, whoever produces them.[1] The licensor defends claims that the software as delivered infringes a US, EU, UK or Japanese patent or any copyright or trade secret, subject to prompt notice, no admissions and the licensor’s control of the defence.[1]
Out of scope
Sections after the intellectual property indemnity, including limitation of liability, termination and governing law, were not read for this edition and are not summarised. The time-based and 99-year Software License and Maintenance Terms and Conditions that the page references were also not retrievable.