End-User License Agreement

Avalda Corp.

Avalda FPGA Developer

End-User License Agreement for Avalda Software Products

IMPORTANT-READ CAREFULLY: This Avalda End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Avalda Corporation ("Avalda") for the SOFTWARE PRODUCT supplied by Avalda herewith. By downloading, clicking the acceptance/agreement button, installing, copying, or otherwise using or accessing the SOFTWARE PRODUCT, you agree to be bound by all the terms and conditions of this EULA. If you do not agree to the terms and conditions of this EULA, then Avalda is unwilling to license the SOFTWARE PRODUCT to you, and you may not use the SOFTWARE PRODUCT.

SOFTWARE PRODUCT LICENSE

The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.

INTRODUCTION. This EULA describes your rights with respect to the SOFTWARE PRODUCT and its components. You agree that English shall be deemed the language that controls the terms of this EULA and all related documents.

1. DEFINITIONS

* "SOFTWARE PRODUCT" means the computer software product supplied by Avalda herewith in any medium, which includes computer software, corresponding documentation, any associated media, printed materials, "online" or electronic documentation, and any activation codes or other protection devices provided with the SOFTWARE PRODUCT. The SOFTWARE PRODUCT includes the Avalda FPGA Developer program(s).

* "TRIAL VERSION" means a version of the SOFTWARE PRODUCT to be used only to review, demonstrate, and evaluate the SOFTWARE PRODUCT. The TRIAL VERSION has limited features, and will cease operating after a predetermined amount of time due to an internal mechanism within the TRIAL VERSION. The requirement to pay a license fee does not apply to the TRIAL VERSION of the SOFTWARE PRODUCT.

* "FULL USE VERSION" means any version of the SOFTWARE PRODUCT that includes features and capabilities not available in the TRIAL VERSION of the SOFTWARE PRODUCT and for which Avalda charges a license fee.

* "Output File" means an output file generated by your use of the SOFTWARE PRODUCT.

* "PLD" means a programmable logic device or programmable logic integrated circuit such as a field programmable gate array or a complex programmable gate array.

2. LICENSE GRANTS

* Subject to payment of applicable license fees, and subject to the terms and conditions of this EULA, Avalda grants you a non-exclusive, non-transferable license to install and use one (1) copy of the FULL USE VERSION of the SOFTWARE PRODUCT on a single computer. The FULL USE VERSION of the SOFTWARE PRODUCT requires a license key ("License Key") for activation and you agree to obtain such License Key only from Avalda or a third party authorized by Avalda. If you have obtained the TRIAL VERSION of the SOFTWARE PRODUCT and have not paid a license fee, and subject to the terms and conditions of this EULA, Avalda grants you a non-exclusive, non-transferable license to install and use one (1) copy of the TRIAL VERSION of the SOFTWARE PRODUCT only to review and evaluate the SOFTWARE PRODUCT for a period of sixty (60) days from the date of installation of the SOFTWARE PRODUCT unless otherwise specified ("Trial Period"), and your rights under this EULA shall terminate upon expiration of the Trial Period. Notwithstanding any contrary clause or stipulation contained herein, you may not use the SOFTWARE PRODUCT on any other computing device other than a single computer.

* You may make one copy of the SOFTWARE PRODUCT in machine-readable form solely for backup purposes. You must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the SOFTWARE PRODUCT.

* You may use internally the Output Files solely for design, simulation, implementation and creation of design files limited to PLD devices or technologies as part of your use of the SOFTWARE PRODUCT and in accordance with the terms of this EULA. The Output Files are the confidential and proprietary information of, and contain trade secrets of, Avalda. You agree to take adequate steps to protect any Output File from unauthorized disclosure or use, and you may not distribute, network, rent, lease, lend, assign, sublicense, or sell any Output File and any copies thereof. You may modify any Output File only if explicitly instructed to do so in such Output File and only in the manner described therein and in accordance with the restrictions stated in this EULA. You further agree not to remove or destroy any copyright notices, other proprietary markings or confidentiality legends placed upon or contained within any Output File. Any other use of the Output Files except as described herein is prohibited and will terminate your rights under this EULA, unless such use is explicitly licensed under a separate agreement with Avalda.

* You agree that Avalda may audit your use of the SOFTWARE PRODUCT for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the SOFTWARE PRODUCT by you other than in full compliance with the terms of this EULA, you shall reimburse Avalda for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance.

3. RESTRICTIONS

* Other than as set forth in section 2, you may not make or distribute copies of the SOFTWARE PRODUCT, or electronically transfer the SOFTWARE PRODUCT from one computer to another or over a network or otherwise transfer the SOFTWARE PRODUCT or your rights under this EULA or any part thereof.

* You may not (and may not permit other persons or entities to) alter, modify, translate, decompile, disassemble, reverse engineer, decrypt, or otherwise reduce the SOFTWARE PRODUCT to a human-perceivable form.

* You may not (and may not permit other persons or entities to) display the SOFTWARE PRODUCT's object code on any computer screen or make any hard copy memory dumps of the SOFTWARE PRODUCT's object code.

* You may not network, rent, lease, lend, assign, sublicense, or sell the SOFTWARE PRODUCT or your rights under this EULA or any part thereof. Any attempt to do so shall be void and of no effect.

* You may not modify, resell for profit, distribute, or create derivative works based upon the SOFTWARE PRODUCT or any part thereof.

* You may not (and may not permit other persons or entities to) remove or obscure Avalda's copyright, trademarks and/or service marks, or other proprietary notices or legends from any of the materials contained in the SOFTWARE PRODUCT.

* You may not (and may not permit other persons or entities to) use the SOFTWARE PRODUCT to develop any application having the same primary function as the SOFTWARE PRODUCT.

* You may not use the TRIAL VERSION of the SOFTWARE PRODUCT for a purpose other than the sole purpose of determining whether to purchase a license for the FULL USE VERSION of the SOFTWARE PRODUCT.

* There are technological measures in the SOFTWARE PRODUCT that are designed to prevent unlicensed or illegal use of the SOFTWARE PRODUCT. You agree that Avalda may use those measures and you agree to follow any requirements regarding such technological measures.

* Upon expiration of the Trial Period, you must purchase a license for the FULL USE VERSION of the SOFTWARE PRODUCT or cease using the TRIAL VERSION of the SOFTWARE PRODUCT and destroy all copies of the SOFTWARE PRODUCT. You may not (a) in the aggregate, install or use more than one copy of the TRIAL VERSION of the SOFTWARE PRODUCT, or (b) alter the contents of a hard drive or computer system to enable the use of the TRIAL VERSION of the SOFTWARE PRODUCT for an aggregate period in excess of the Trial Period for one license to such TRIAL VERSION.

* You must maintain in confidence any License Key that you receive for the SOFTWARE PRODUCT. Avalda will terminate your rights under this EULA immediately if you disclose any License Key you receive for the SOFTWARE PRODUCT to another person or entity and it is used by that person or entity or others to install the SOFTWARE PRODUCT.

* The Output Files and any modifications or copies that you are authorized by Avalda to make are the intellectual property of and are owned by Avalda. Avalda retains all title, trade secrets, copyrights, patents and other intellectual property rights in and to the Output Files, and all copies thereof. All rights in and to the Output Files not expressly granted in this EULA are reserved by Avalda.

4. UPGRADES. If the SOFTWARE PRODUCT is an upgrade from an earlier version of the SOFTWARE PRODUCT, it is provided to you on a license exchange basis. You agree by your installation and use of such copy of the SOFTWARE PRODUCT to voluntarily terminate your earlier EULA and that you will not continue to use the earlier version of the SOFTWARE PRODUCT or transfer it to another person or entity.

5. TERMINATION. Any rights granted to you under this EULA shall be automatically terminated if you fail to comply with any provision of this EULA. Upon such termination, you shall cease all use of the SOFTWARE PRODUCT. Further, you shall delete the SOFTWARE PRODUCT and destroy all tangible copies of the SOFTWARE PRODUCT and other materials related to the SOFTWARE PRODUCT in your possession or under your control, including any License Key you receive for the SOFTWARE PRODUCT and any Output File.

YOU AGREE THAT UPON TERMINATION OF THIS EULA FOR ANY REASON, AVALDA MAY TAKE ACTIONS SO THAT THE SOFTWARE PRODUCT NO LONGER OPERATES.

6. INTELLECTUAL PROPERTY RIGHTS. The SOFTWARE PRODUCT and any copies that you are authorized by Avalda to make are the intellectual property of and are owned by Avalda and its suppliers. The structure, organization and code of the SOFTWARE PRODUCT are the valuable trade secrets and confidential information of Avalda and its suppliers. The SOFTWARE PRODUCT is protected by copyright, including without limitation by United States Copyright Law, international treaty provisions and applicable laws in the country in which it is being used. Except as expressly stated herein, this EULA does not grant you any intellectual property rights in the SOFTWARE PRODUCT and all rights not expressly granted are reserved by Avalda.

7. DISCLAIMER OF WARRANTIES. You expressly acknowledge and agree that use of the SOFTWARE PRODUCT is at your sole risk. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE PRODUCT IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, AND AVALDA AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE PRODUCT, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT. AVALDA DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE PRODUCT WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE PRODUCT WILL BE CORRECTED. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE PRODUCT IS ASSUMED BY YOU. FURTHERMORE, AVALDA DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE PRODUCT IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AVALDA OR AN AVALDA AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE SOFTWARE PRODUCT PROVE DEFECTIVE, YOU (AND NOT AVALDA OR AN AVALDA AUTHORIZED REPRESENTATIVE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

THE SOFTWARE PRODUCT IS NOT DESIGNED OR INTENDED FOR USE IN CREATING FAIL-SAFE DESIGNS OR FOR CREATING DESIGNS TO BE USED IN ANY HAZARDOUS ENVIRONMENT REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF LIFE-SUPPORT OR SAFETY DEVICES OR SYSTEMS, NUCLEAR FACILITIES, WEAPONS SYSTEMS, THE DEPLOYMENT OF AIRBAGS, APPLICATIONS THAT AFFECT CONTROL OR NAVIGATION OF A VEHICLE OR AIRCRAFT OR IN ANY OTHER APPLICATION IN WHICH ITS FAILURE COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PROPERTY OR ENVIRONMENTAL DAMAGE (INDIVIDUALLY AND COLLECTIVELY "CRITICAL APPLICATIONS"). YOU ASSUME THE RISK OF ANY USE OF THE SOFTWARE PRODUCT IN CONNECTION WITH SUCH CRITICAL APPLICATIONS, SUBJECT ONLY TO APPLICABLE LAWS AND REGULATIONS GOVERNING LIMITATIONS ON PRODUCT LIABILITY.

8. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AVALDA OR ITS SUPPLIERS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE PRODUCT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF AVALDA OR AN AVALDA AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. Avalda will not be liable for 1) loss of, or damage to, your records or data or 2) any damages claimed by you based on any third party claim. In no event shall Avalda's total liability to you for all damages, losses, and causes of action (whether in contract, tort (including negligence) or otherwise) exceed the amount paid by you for the SOFTWARE PRODUCT. You agree that the provisions in this EULA that limit liability are essential terms of this EULA.

9. U.S. GOVERNMENT RESTRICTED RIGHTS. If you are a government end user, then this provision applies to you. As defined in FAR section 2.101, DFARS section 252.227-7014(a)(1) and DFARS section 252.227-7014(a)(5) (or any equivalent or subsequent agency regulation thereof), the SOFTWARE PRODUCT is "commercial items", "commercial computer software" and/or "commercial computer software documentation" developed entirely at private expense. Consistent with DFARS section 227.7202 and FAR section 12.212, and to the extent required under U.S. federal law, the minimum restricted rights as set forth in FAR section 52.227-19 (or any equivalent or subsequent agency regulation thereof), any use, modification, reproduction, release, performance, display, disclosure or distribution of the SOFTWARE PRODUCT by or for the U.S. Government shall be governed solely by this EULA and shall be prohibited except to the extent expressly permitted by this EULA.

10. EXPORT RESTRICTIONS. The SOFTWARE PRODUCT, including technical data, is subject to Canadian and U.S. export control laws and may be subject to export or import regulations in other countries. You agree to abide by U.S., Canadian, and other applicable export control laws and agree not to transfer the SOFTWARE PRODUCT to a foreign national, or national destination, which is prohibited by such laws, without first obtaining, and then complying with, any requisite government authorization. You certify that you are not a person or entity with whom Avalda is prohibited from transacting business under applicable law.

11. THIRD PARTY SOFTWARE. Portions of the SOFTWARE PRODUCT may utilize Third Party Software. Such Third Party Software is made available as a separate download at Avalda's Web site located at http://www.avalda.com. Copyright notices, licensing terms and disclaimers for such Third Party Software are contained in their accompanying documentation, and your use of such Third Party Software is governed by their respective terms. However, the disclaimer of warranties and limitation of liability provisions in this EULA will apply to such Third Party Software.

12. GENERAL. This EULA shall be governed by and construed under the laws of the Province of Ontario, Canada, without reference to its conflict of law principles. Any dispute related hereto will be brought only in the courts in Toronto (in the Province of Ontario, Canada) and such courts are agreed to be the convenient forum. In the event of any conflicts between foreign law, rules, and regulations, and Canadian law, rules, and regulations, Canadian law, rules, and regulations shall prevail and govern. The provisions of the U.N. Convention on Contracts For The International Sale of Goods (1980) and any successor Convention, will not apply to this EULA. If for any reason a court of competent jurisdiction finds any provision of this EULA or portion thereof, to be unenforceable, that provision of this EULA shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this EULA shall continue in full force and effect. Where you are located in the Province of Québec, Canada, the following clause applies: The parties hereby confirm that they have requested that this EULA and all related documents be drafted in English. Les parties ont exigé que le présent contrat et tous les documents connexes soient rédigés en anglais.

13. Entire Agreement. This EULA constitutes the entire agreement between you and Avalda with respect to the SOFTWARE PRODUCT and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this EULA will be binding unless made in writing and signed by a duly authorized representative of Avalda. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the SOFTWARE PRODUCT licensed hereunder shall be of no effect. The failure or delay of Avalda to exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach.

If you are interested in additional information on licensing or use of Avalda FPGA Developer, please visit Avalda's Web site located at http://www.avalda.com. Should you have any questions concerning this EULA, or if you desire to contact Avalda for any reason, please send an email to info@avalda.com.