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SYSTEMC OPEN SOURCE LICENSE
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(SOFTWARE DOWNLOAD AND USE LICENSE AGREEMENT VERSION 2.3)
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PLEASE READ THIS LICENSE AGREEMENT CAREFULLY BEFORE CLICKING ON
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THE "ACCEPT" BUTTON, AS BY CLICKING ON THE "ACCEPT" BUTTON YOU
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ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE
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BOUND BY THIS LICENSE AGREEMENT AND ALL OF ITS TERMS AND
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CONDITIONS.
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OPEN SYSTEMC INITIATIVE
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The purpose of the following license agreement (the "Agreement") is to encourage
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interoperability and distributed development of a C++ modeling language known as
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"SystemC" for system simulation and design (the "Purpose"). The SystemC software
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licensed hereunder is licensed, without fee of any kind, for use pursuant to the terms
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and conditions set forth in this Agreement.
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LICENSE AGREEMENT
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THE CONTRIBUTORS ARE WILLING TO LICENSE THE PROGRAM TO YOU ONLY
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ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS LICENSE
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AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS LICENSE
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AGREEMENT, NO RIGHTS ARE GRANTED TO YOU HEREUNDER TO USE THE
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PROGRAM. ANY USE, REPRODUCTION OR DISTRIBUTION OF THE PROGRAM
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CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT.
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1. DEFINITIONS.
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1.1 "Agreement" means this document.
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1.2 "Contribution" means: (a) the Original Program; and (b) all Modifications
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that Recipient deposits or contributes in accordance with Section 3 in furtherance
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of the Purpose of this Agreement but does not include any software that has
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been previously so deposited or contributed.
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1.3 “Contribution Questionnaire” means the questionnaire attached hereto as
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Exhibit C.
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1.4 "Contributor" means any Recipient, including Synopsys, Inc. ("Synopsys”),
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that makes a Contribution pursuant to Section 3. Any Recipient depositing, as
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part or all of a Contribution, code which has previously been so deposited by
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another Recipient is not the Contributor of such re-deposited code for the
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purposes of this Agreement. A list of the Contributors is attached hereto as
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Exhibit A.
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1.5 "Contributor's Necessary Patent Claim" means a claim in any patent now
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or hereafter owned or licensable by Contributor that is directly infringed solely by
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the portion of an executing computer program translated, compiled or interpreted
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from and corresponding directly and solely to the Contribution disclosed by
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Contributor hereunder and the SystemC Kernel Code, except that Contributor's
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Necessary Patent Claim shall not include any claim directed towards a data
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structure, method, algorithm, process, technique, circuit representation, or circuit
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implementation that is not completely and entirely described in the combination
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of such Contribution and the SystemC Kernel Code.
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1.6 "Copyright/Trade Secret Rights" means worldwide statutory and common
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law rights associated solely with (i) works of authorship including copyrights,
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copyright applications, copyright registrations and "moral rights", and (ii) the
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protection of trade and industrial secrets and confidential information. Patents are
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not included in Copyright/Trade Secret Rights.
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1.7 "Distribute" means making a Distribution.
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1.8 "Distribution" means any distribution, sublicensing or other transfer of the
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Program (with or without Modifications) to any third party.
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1.9 "Executable" means Original Program (with or without Modifications)
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compiled into object code form along with only those header files from such
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Original Program that are strictly necessary to make use of the object code.
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1.10 “Marks” means, collectively, the registered and unregistered marks and
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logos that OSCI has licensed or otherwise authorized Recipient to use. All marks
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and logos are listed on Exhibit D, which list may be amended from time to time
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by OSCI to add or delete any marks or logos.
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1.11 "Modification" means: (a) any software code which comprises change(s)
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to the Program including additions and/or deletions; (b) any specifications for the
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Program; and (c) any reference implementation of the Program.
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1.12 "Original Program" means the SystemC 1.1 version of the software
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accompanying this Agreement as released by Synopsys.
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1.13 “OSCI” means Open SystemC Initiative, a California nonprofit mutual
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benefit corporation.
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1.14 "Program" means the Original Program and each other Contribution and
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any combination thereof.
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1.15 "Recipient" means anyone who receives the Program under this
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Agreement, including all Contributors.
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1.16 For legal entities, "Recipient" includes any entity that controls, is controlled
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by, or is under common control with Recipient. For purposes of this definition,
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"control" means (a) the power, direct or indirect, to cause the direction or
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management of such entity, whether by contract or otherwise, or (b) ownership of
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fifty percent (50%) or more of the outstanding shares or beneficial ownership of
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such entity.
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1.17 "Source Code" means human readable text in an electronic form suitable
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for modification that describe the functions and data structures, including C, C++,
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and other language modules, plus any associated interface definition files, scripts
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used to control compilation and installation of an Executable, or a list of source
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code differential comparisons against the Original Program.
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1.18 "SystemC Kernel Code" means the set of compilable source and header
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files included in the Original Program that are necessary to build the target
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SystemC library object module, but does not include operating system header
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files, operating system library elements, documentation, example code, sample
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code fragments, or other ancillary information.
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2. GRANT OF RIGHTS
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2.1 Subject to the terms of this Agreement, each Contributor hereby grants
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Recipient a non-exclusive, worldwide, royalty-free license under Contributor's
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Copyright/Trade Secrets to do the following:
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(a) use, reproduce, prepare derivative works of, publicly display,
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publicly perform and Distribute in source code and object code form the
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Contribution of such Contributor and any such derivative works, subject to
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the terms and conditions of this Agreement including Section 4; and
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(b) use the know-how, information and knowledge embedded in the
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Contribution, without any obligation to keep the foregoing confidential so
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long as Recipient does not otherwise violate this Agreement.
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2.2 Contributor grants to each Recipient, a world-wide, royalty-free, non-
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exclusive license under Contributor's Necessary Patent Claims to make, use,
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sell, offer for sale, or import the such Contributor's Contribution and the Program
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only to the minimum extent necessary to exercise the rights granted in Section
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2.1(a).
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2.3 Each Contributor represents that to its knowledge it has sufficient rights in
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its Contribution, if any, to grant the licenses set forth in Sections 2.1 and 2.2.
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2.4 Except as expressly stated in Sections 2.1 and 2.2, Recipient receives no
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rights or licenses to the intellectual property of any Contributor under this
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Agreement, whether expressly, by implication, estoppel or otherwise. All rights in
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the Program not expressly granted under this Agreement are reserved.
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2.5 Recipient shall retain its entire right, title, and interest in and to
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Contributions disclosed by Recipient hereunder, including all Copyrights/Trade
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Secret Rights and patent rights embodied therein, subject to the underlying rights
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embodied in the Original Program and further subject to those rights expressly
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granted in this Agreement. Recipient agrees that Recipient shall not remove or
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alter any proprietary notices contained in the Contributions licensed to Recipient
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hereunder and shall reproduce and include such notices on any copies of the
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Contributions made by Recipient in any media.
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2.6 License to Marks.
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(a) OSCI shall retain all right, title and interest in and to the Marks
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worldwide, subject to the limited license granted to Recipient in this
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Section 2.6. OSCI hereby grants Recipient a non-exclusive, royalty-free,
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limited license to use the Marks solely in connection with its exercise of
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the rights granted pursuant to this Agreement and to indicate that the
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products being marketed by Recipient are compatible with, and meet the
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standards of, the SystemC modeling language. All uses of the Marks shall
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be in accordance with OSCI’s trademark usage policy set forth in Exhibit
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D.
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(b) Recipient shall assist OSCI to the extent reasonably necessary to
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protect and maintain the Marks worldwide, including, but not limited to,
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giving prompt notice to OSCI of any known or potential infringement of the
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Marks, and cooperating with OSCI in preparing and executing any
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documents necessary to register the Marks, or as may be required by the
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laws or rules of any country or jurisdiction. In its sole discretion, OSCI
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may commence, prosecute or defend any action or claim concerning the
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Marks. OSCI shall have the right to control any such litigation, and
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Recipient shall fully cooperate with OSCI in any such litigation. OSCI shall
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reimburse Recipient for the reasonable costs associated with providing
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such assistance, except to the extent that such costs result from
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Recipient’s breach of this Section 2.6. Recipient shall not commence any
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action regarding the Marks without OSCI’s prior written consent.
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(c) All goodwill with respect to the Marks shall accrue for the sole
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benefit of OSCI. Recipient shall maintain the quality of any products,
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associated packaging, collateral and marketing materials on which it uses
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any of the Marks in a manner consistent with all terms, conditions and
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requirements set forth in this Section 2.6 and at a level that meets or
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exceeds Recipient’s overall reputation for quality and that is at least
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commensurate with industry standards.
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2.7 RECIPIENT UNDERSTANDS THAT ALTHOUGH EACH CONTRIBUTOR
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GRANTS THE LICENSES TO ITS CONTRIBUTIONS SET FORTH HEREIN, NO
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ASSURANCES ARE PROVIDED BY ANY CONTRIBUTOR THAT THE
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CONTRIBUTION ALONE OR IN COMBINATION WITH THE PROGRAM DOES
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NOT INFRINGE THE PATENT OR OTHER INTELLECTUAL PROPERTY
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RIGHTS OF ANY OTHER ENTITY. EACH CONTRIBUTOR DISCLAIMS ANY
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LIABILITY TO RECIPIENT FOR CLAIMS BROUGHT BY ANY OTHER ENTITY
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BASED ON INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR
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OTHERWISE. In addition, as a condition to exercising the rights and licenses
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granted hereunder, each Recipient hereby assumes sole responsibility to secure
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any other intellectual property rights needed, if any. For example, if a third party
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patent license is required to allow Recipient to Distribute the Program, it is
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Recipient's responsibility to acquire that license before Distributing the Program.
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3. DESCRIPTION AND DEPOSIT OF CONTRIBUTIONS
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3.1 To the extent Recipient wishes to become a Contributor by making a
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Contribution, such Contributor shall:
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(a) (i) deposit such Contribution in Source Code form at
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http://www.systemc.org/ according to the Contribution instructions found at
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such site, or (ii) disclose such Contribution at a meeting of any working
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group of OSCI;
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(b) (i) describe such Contribution in reasonable detail on Exhibit B
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(including the additions or changes such Contributor made to create the
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Contribution and the date of any such changes or additions), (ii)
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completing a Contribution Questionnaire with respect to such Contribution,
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and (iii) delivering both documents to OSCI. All Contributions made after
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the date hereof shall be effectuated by Contributor (x) amending Exhibit B
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and delivering such amended Exhibit B to OSCI, which amended exhibit
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shall automatically replace the existing Exhibit B, (y) competing a
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Contribution Questionnaire with respect to such Contribution, and (z)
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delivering both documents to OSCI;
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(c) cause such Contribution to contain a file documenting such
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Contributor's name and contact information, additions or changes such
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Contributor made to create the Contribution, and the date of any such
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changes or additions;
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(d) cause such Contribution to include in each file a prominent
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statement substantially similar to the following: "The following code is
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derived, directly or indirectly, from the SystemC source code Copyright (c)
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1996-{date here} by all Contributors. All Rights reserved. The contents of
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this file are subject to the restrictions and limitations set forth in the
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SystemC Open Source License Version 2.3 (the "License"). You may not
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use this file except in compliance with such restrictions and limitations.
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You may obtain instructions on how to receive a copy of the License at
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http://www.systemc.org/. Software distributed by Contributors under the
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License is distributed exclusively on an "AS IS" basis, WITHOUT
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WARRANTY OF ANY KIND, either express or implied. See the License
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for the specific language governing rights and limitations under the
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License."; and
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(e) cause such Contribution to include a text file titled "LEGAL" which
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describes any intellectual property rights of which Contributor is aware that
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it or any third party may hold in the functionality or code of such
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Contribution.
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3.2 OSCI or the administrators of the http://www.systemc.org/ web site shall
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have the right to authorize removal from such site any Contribution at any time.
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4. REQUIREMENTS OF DISTRIBUTION
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4.1 A Recipient may choose to Distribute the Program in object code form
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under its own license agreement, provided that:
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(a) Recipient complies with the terms and conditions of this
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Agreement; and
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(b) the terms and conditions of Recipient's license agreement with its
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licensees:
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i. effectively disclaim on behalf of all Contributors all
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warranties and conditions, express and implied, including
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warranties or conditions of title and non-infringement, and implied
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warranties or conditions of merchantability and fitness for a
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particular purpose;
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ii. effectively exclude on behalf of all Contributors all liability for
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damages, including, but not limited to, direct, indirect, special,
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incidental and consequential damages, such as lost profits;
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iii. state that any provisions which differ from this Agreement
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are offered by that Recipient alone and not by any other party; and
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iv. state that source code for the Program is available from such
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Recipient, and inform licensees how to obtain it in a reasonable
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manner on or through a medium customarily used for software
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exchange.
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4.2 If a Recipient chooses to Distribute the Program in source code form then:
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(a) the Program must be Distributed under this Agreement; and
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(b) a copy of this Agreement must be included with each copy of the
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Program.
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4.3 Each Recipient must include the following in a conspicuous location in the
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Program so Distributed or transferred:
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Copyright (c) 1996-{date here}, by all Contributors. All rights
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reserved.
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4.4 In addition, each Recipient that creates and Distributes or otherwise
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transfers a Modification whether or not such Modification has been deposited
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pursuant to Section 3 must identify the originator of such Modification in a
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manner that reasonably allows third parties to identify the originator of the
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Modification.
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5. INDEMNIFICATION
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A Recipient who Distributes the Program (a "Distributor") may accept certain
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responsibilities with respect to end users, business partners and the like. While this
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license is intended to facilitate the commercial use of the Program, a Distributor shall
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Distribute the Program in a manner which does not create potential liability for
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Contributors. Therefore each Distributor hereby agrees to defend and indemnify every
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Contributor ("Indemnified Contributor") against any losses, damages and costs
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(collectively "Losses") arising from claims, lawsuits and other legal actions brought by a
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third party against the Indemnified Contributor to the extent caused by the acts or
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omissions of such Distributor, including but not limited to the terms and conditions under
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which Distributor offered the Program, in connection with its Distribution of the Program.
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The obligations in this section do not apply to any claims or Losses relating to any
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actual or alleged intellectual property infringement of the Program. In order to qualify,
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an Indemnified Contributor must: (a) promptly notify the Distributor in writing of such
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claim, and (b) allow the Distributor to control, and cooperate with the Distributor in, the
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defense and any related settlement negotiations. The Indemnified Contributor may
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participate in the defense of any such claim at its own expense.
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For example, a Recipient might include the Program in a commercial product offering,
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Product X. That Recipient is then a Distributor. If that Distributor then makes
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performance claims, or offers warranties, support, or indemnity or any other license
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terms related to Product X, those performance claims, offers and other terms are such
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Distributor's responsibility alone. Under this section, the Distributor would have to
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defend claims against the Contributors related to those performance claims, offers, and
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other terms, and if a court requires any Contributor to pay any damages as a result, the
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Distributor must pay those damages.
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6. NO WARRANTY
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EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROGRAM IS
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PROVIDED EXCLUSIVELY ON AN "AS IS" BASIS, WITHOUT WARRANTIES OR
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CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT
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LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT,
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MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EACH RECIPIENT IS
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SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF ITS USE AND
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DISTRIBUTION OF THE PROGRAM AND ASSUMES ALL RISKS ASSOCIATED WITH ITS
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EXERCISE OF RIGHTS UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO
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THE RISKS AND COSTS OF PROGRAM ERRORS, COMPLIANCE WITH APPLICABLE
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LAWS, DAMAGE TO OR LOSS OF DATA, PROGRAMS OR EQUIPMENT, AND
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UNAVAILABILITY OR INTERRUPTION OF OPERATIONS. THIS DISCLAIMER OR
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WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF
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THE PROGRAM OR ANY MODIFICATIONS THERETO ARE AUTHORIZED HEREUNDER
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EXCEPT UNDER THIS DISCLAIMER.
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7. DISCLAIMER OF LIABILITY
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EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER RECIPIENT NOR
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ANY CONTRIBUTORS SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT,
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INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING
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WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND ON ANY THEORY OF
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LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING
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NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OR
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DISTRIBUTION OF THE PROGRAM OR THE EXERCISE OF ANY RIGHTS GRANTED
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HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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8. U.S. GOVERNMENT USE
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If Recipient is licensing the Program on behalf of any unit or agency of the United States
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Government, then the Program and any related documentation is commercial computer
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|
software, and, pursuant to FAR 12.212 or DFARS 227.7202 and their successors, as
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applicable, shall be licensed to the Government under the terms and conditions of this
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Agreement.
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9. PATENT CLAIMS
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If Recipient institutes patent litigation against any entity (including a cross-claim,
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counterclaim or declaratory judgment claim in a lawsuit) alleging that the Program itself
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(excluding combinations of the Program with other software or hardware) infringes such
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Recipient's patent(s), then the rights granted to Recipient by each Contributor under
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Section 2.2 shall terminate as of the date such litigation is filed.
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10. TERMINATION
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All Recipient's rights under this Agreement shall terminate if Recipient fails to comply
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with any of the material terms or conditions of this Agreement and does not cure such
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failure in a reasonable period of time after becoming aware of such noncompliance. If
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such occurs, Recipient shall cease use and Distribution of the Program based upon the
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rights granted to Recipient under this Agreement as soon as reasonably practicable.
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However, Recipient's obligations under this Agreement and any licenses granted by
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Recipient relating to the Program shall survive such termination.
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11. LICENSE VERSIONS
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OSCI may publish new versions (including revisions) of this Agreement from time to
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time. Each new version of the Agreement will be given a distinguishing version number.
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The Program may always be Distributed subject to the version of the Agreement under
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which it was received. In addition, after a new version of the Agreement is published,
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Contributor may elect to Distribute the Program under the new version. No one other
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than OSCI, acting by a vote of at least 75% of the members of its Board of Directors,
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has the right to modify this Agreement; provided that Exhibit B and Exhibit C may be
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amended as specifically set forth in Section 3.1(b), and Exhibit D may be amended as
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specifically set forth in Section 1.10.
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12. ELECTRONIC ACCEPTANCE
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This Agreement may be executed either electronically or on paper. By clicking on the
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“Accept” button, Recipient warrants that it agrees to all of the terms of this Agreement,
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|
that Recipient is authorized to enter into this Agreement, and that this Agreement is
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|
legally binding upon Recipient. If Recipient does not agree to be bound by this
|
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|
|
|
Agreement, then Recipient shall click the “Decline” button and Recipient shall not
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|
receive any rights from the Contributors nor shall Recipient download any materials,
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including the Program.
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13. GENERAL
|
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This Agreement represents the complete agreement concerning the subject matter
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|
hereof and supersedes all prior agreements or representations, oral or written,
|
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|
regarding the subject matter hereof. If any provision of this Agreement is invalid or
|
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|
|
unenforceable under applicable law, it shall not affect the validity or enforceability of the
|
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|
|
remainder of the terms of this Agreement, and without further action by the parties
|
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|
hereto, such provision shall be reformed to the minimum extent necessary to make such
|
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|
provision valid and enforceable.
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This Agreement is governed by the laws of California, without reference to conflict of
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|
laws principles. Each party waives its rights to a jury trial in any resulting litigation. Any
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|
litigation relating to this Agreement shall be subject to the jurisdiction of the Federal
|
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|
Courts of the Northern District of California, with venue lying in Santa Clara County,
|
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California, or the Santa Clara County Superior Court. The application of the United
|
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|
Nations Convention on Contracts for the International Sale of Goods is expressly
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excluded. The provisions of this Agreement shall be construed fairly in accordance with
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its terms and no rules of construction for or against either party shall be applied in the
|
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|
interpreting this Agreement. Recipient shall not use the Program in violation of local
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|
and other applicable laws including, but not limited to, the export control laws of the
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|
United States.
|
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|
EXHIBIT A
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List of Contributors
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1. Synopsys, Inc.
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2. Cadence Design Systems, Inc.
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3. CoWare, Inc.
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EXHIBIT D
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Trademark Usage Policy
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I. LIST OF MARKS
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1. Open SystemC
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2. Open SystemC Initiative
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3. OSCI, SystemC
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4. SystemC Graphic Logo
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5. All logos that incorporate the foregoing word marks
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II. PROPER USE OF MARKS
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Trademarks and service marks function as adjectives and generally should not be used as
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nouns or verbs. Accordingly, as often as possible, the Marks should be used as adjectives
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immediately preceding the generic noun that refers to the service in question. For example:
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The SystemC™ software
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The SystemC™ LRM
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No Possessives or Plurals. Since they are not nouns, the Marks should never be used in the
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possessive or plural forms. For example, it is not appropriate to write “SystemC’s software.”
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No Use as Verbs or as Puns. The Marks should never be used as verbs or as puns.
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III. PROPER ATTRIBUTION
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Trademark ownership is attributed in two ways, with the use of a symbol (TM, SM, ®) after the mark
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and with a legal legend, usually found at the end of a document following the copyright notice.
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Following are OSCI’s rules for symbols and legends to attribute the Marks:
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Symbols:
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Which Symbol Do I Use?
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The Marks generally function as trademarks rather than servicemarks. Unless you are
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specifically directed otherwise, please use the ™ or ® symbol after the Marks.
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Where Do I Place the ® Symbol?
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The ™ or ® symbol is placed immediately after the mark, either in superscript or subscript.
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When Do I Use the Symbol?
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The ™ or ® symbol is to be used after the Marks in the following instances:
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Most Prominent Uses : A ™ or ® symbol is required after prominent uses of the Marks, e.g., in
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the headlines and large print text of web pages, advertisements, other promotional materials
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and press releases, except where space limitations or specific style considerations prevent
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compliance with this requirement.
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First Use in Text: A ™ or ® symbol is required after the first use of each Mark in text, e.g.
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advertising copy or the body of press releases, even though the symbol may have already
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appeared in the headline or after another prominent use of the mark in the same document.
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All Logos: The ™ or ® symbol must appear after all logos incorporating the Marks.
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IV. Legends
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All Marks that appear on a web page or in a press release, advertisement or other written
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material (whether in print or electronic form) must be attributed in an appropriate legend. The
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legend may be presented in “mouseprint” but must be large enough to be read easily. Legends
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|
generally appear at the end of a document or the bottom of a web page but may be placed
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elsewhere, e.g. the inside cover of documentation.
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The OSCI Legend: The following legend should be used in all materials in which any of the
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Marks appear:
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[Insert the Marks] are trademarks or registered trademarks of Open SystemC Initiative, Inc. in
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the United States and other countries and are used with permission.
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V. MARKS NEVER COMBINED
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The Marks should never be combined with the marks of any business other than OSCI. The
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Marks should always appear visually separate from any other marks appearing in the same
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materials such that each mark creates a distinct commercial impression. It would, for instance,
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not be appropriate to superimpose the logo of another business over any OSCI logo.
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VI. LOGOS
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Logos incorporating the Marks can only be used in the format provided to you by OSCI for
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incorporation into your materials or web pages. The logos provided to you by OSCI cannot be
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modified in any way without OSCI’s prior written approval. Logos copied from OSCI web pages
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or other materials may not to be used. Please contact webmaster@systemc.org to obtain
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electronic files containing the OSCI logos and to ask any questions regarding the logos.
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