The Synopsys End-User Software License and Maintenance Agreement is the contract template Synopsys publishes for its software licences. It describes itself as covering “the products and services you license (or purchase) from Synopsys, unless and until we enter into a new agreement that expressly replaces this one”, and states that it consists of a signature page, the Terms and Conditions, the Attachment for DesignWare Fee-Per-Use Cores, and one or more Purchasing Agreements that identify the products, services and prices.[1] The copy on the Synopsys site has a blank signature page and the footer “EULMD2 SINC 10.Feb.2014”, so it is a template rather than an executed contract, and it may be superseded by a later form or a negotiated agreement. This article describes the template’s clauses because they define how Synopsys licence keys are meant to be counted and policed.
Products and licence rights
The agreement defines Licensed Products as Licensed Software, meaning Synopsys software other than DesignWare, together with DesignWare (software products and implementation and verification IP sold under that brand), and it adds Maintenance Services and Training Services.[1] Further terms for particular products may be shown at ordering and prevail if they conflict.[1]
On delivery of a paid licence the customer has a nonexclusive right to install the Licensed Product on one or more computers, to install the licence key on the computer identified in it, and to allow its End Users to use the product and Design Techniques during the License Term “solely for the purpose of creating, modifying, and simulating your own Designs”.[1] Backup copies and a reasonable number of copies of documentation are allowed. The licence is conditioned on timely payment and compliance, and “when the License Term expires, your license rights also expire and you may no longer use the Licensed Product.”[1]
An End User is an individual who works for the customer as an employee or independent contractor and whom the customer designates and authorises.[1] Independent contractors may use the products only while working on the customer’s physical premises, and the customer must monitor each End User’s use.[1]
Counting: nodes, Clients and Key Servers
Two counting models appear. Under a node-locked licence a node is a specific machine; the product may be installed only on the number of nodes shown on the Purchasing Agreement, used only there, and accessed only by users physically present, and “a node-locked license may only be used by one (1) user at a time running one (1) instance of the Licensed Product at a time.”[1]
Otherwise the licence key governs. A License Key is a document that identifies the licensed product including version number, the Key Server, the number of permitted Clients and the codes that initialize use of the Key Server.[1] The Key Server is the computer with the host ID named in the key.[1] A Client is “an instance of a Licensed Product running on a computer”, so two Clients can be two instances on one computer or one instance on each of two computers, which means a simultaneous limit counts instances and not machines.[1] The customer “must ensure that this limit is not exceeded, by platform virtualization or any other means.”[1]
Use Area, WAN and relocation
The Use Area is a single geographical site owned or occupied by the customer, of one or more buildings within 5 miles of one another, in which the Key Servers, Clients and End Users are located.[1] End Users must be in the Use Area when they use the product, with one exception: an employee whose primary work location is in the Use Area and whose primary residence is within 50 miles may connect from home through a secure network that requires a secure ID card or stronger safeguards.[1] A purchased WAN right widens this: End Users at any customer facility worldwide for a global WAN, or on the continent of the Key Server for a continental WAN. None of this applies to node-locked licences.[1]
A Key Server may not be permanently relocated outside the Use Area without written approval, and if it fails the customer may ask permission to use a single back-up Key Server in the same Use Area temporarily.[1] The practical effect for a multinational customer is that a data centre move, a site consolidation or a shift to a remote workforce can each fall outside the purchased Use Area, and the licence record should list the Use Area, the Key Server location and any WAN right for each key.
Restrictions
The agreement prohibits, among other things: using the product in a way not expressly allowed; reverse engineering; tampering with or circumventing a licence key, which “includes, for example, resetting the CPU time in order to extend the License Term, or using a false host ID number or additional virtualized copy(ies) of the host ID number to enable unauthorized copies of a License Key”; giving access to anyone other than End Users, including in a timesharing, service bureau or application service provider model; using the product or its output “to create, modify, or simulate Designs for third parties”; using it to develop a competing product; disclosing benchmark results; and using it in products whose failure could cause injury or catastrophic loss.[1] The bar on designing for third parties is significant for design service companies and for groups working on behalf of affiliates, and it is the clause most likely to need explicit written consent.
Licence rights cannot be transferred or assigned without Synopsys’s written consent, and the clause defines a transfer to include a third party acquiring 50 percent or more of the customer’s or a parent entity’s assets or voting equity, and certain mergers where the customer’s stockholders end with less than 50 percent.[1] A merger or acquisition therefore needs a licence review before closing.
Evaluation licences
An evaluation licence has the same rights except that the product may be used “only for the purpose of evaluating it and deciding whether to purchase a license”. It may not be used to design integrated circuits for production or pre-production purposes or for any other commercial use, including for customers. If the customer breaches the restriction it must pay a licence fee equal to Synopsys’s perpetual list price plus maintenance for the commercial version, which the agreement calls a reasonable liquidated amount and not a penalty. Evaluation copies are provided as is and the warranty and indemnity do not apply.[1]
Orders, fees and delivery
An order submitted through Synopsys’s ordering system cannot be cancelled or changed, and must state the type of licence, quantity, License Term and the facility locations.[1] Fees are set in the Purchasing Agreement; absent payment terms they are due within 30 days of the invoice, Synopsys may withhold keys or terminate for non-payment, payments are non-refundable and in U.S. dollars, and late amounts carry 1.5 percent per month or the highest lawful rate if lower.[1] Delivery by electronic transfer is complete when Synopsys sends an e-mail, and the customer downloads the software and licence key.[1]
Maintenance and TSL
Maintenance Services are access to SolvNet and online documentation, a support centre during business hours, and Updates, defined as error corrections and minor improvements, as they become generally available; other upgrades may be charged.[1] Synopsys has no obligation to support any version “other than the latest and immediately preceding version”. A lapsed service can be reinstated, at Synopsys’s sole option, for the fees for the lapsed period plus the then-current reinstatement fee and the new term.[1] The Technology Subscription License is “a time-based technology subscription license” that lasts for a specific License Term and includes maintenance at no extra charge, so under a TSL there is no separate maintenance line to renew.[1]
Audit, updates and termination
Synopsys may audit the customer’s use with its own staff or an independent firm under confidentiality, with access to facilities and records. It must give at least five days’ notice, audit during normal business hours, and audit no more than once per year unless it has a good-faith basis for more frequent audits; it bears its costs unless the audit reveals a material failure to comply, when the customer reimburses them.[1] Separately, Licensed Products “communicate with Synopsys servers” to provide updates, detect piracy and verify conformity with the licence key.[1]
Either party may terminate for an uncured breach, with 15 days to cure a curable breach after written notice. On termination or expiry the customer must cease use, return or destroy copies and certify compliance in writing.[1] The customer agrees that monetary damages alone would not be adequate and Synopsys is entitled to injunctive relief for material breach of the licence restrictions or confidentiality terms.[1] The warranty is 90 days against Errors, with liability capped at fees paid for the product or service, subject to the infringement indemnity.[1]
DesignWare Fee-Per-Use Cores
The Attachment covers cores for which Synopsys “charges an additional fee each time it is used in the design of an integrated circuit”. The customer may use and reproduce the core software to design, test and verify the specific Licensee IC for its own manufacture and sale. Access is limited to the single design team, contractors may be admitted only under stated conditions, third-party manufacturers may make the ICs only for the customer, and a Hard IP Core is limited to the manufacturer and process node in the purchase order.[1] Royalties, where applicable, are reported within 30 days after the end of each calendar quarter.[1]
Out of scope
This article does not cover ARC, MetaWare or MQX product-specific grants, Training Services, governing-law and notice clauses, or later versions of the template that Synopsys may use in executed agreements.