The Ethernet Audio Video Bridging (AVB) Endpoint core is ideally suited for the development of broadcast, professional and consumer, automotive, and home networking applications.
Ethernet Audio Video Bridging is an emerging IEEE 802.1 standard designed by Audio Video Bridging (AVB) group to provide a reliable, high quality of service and low latency solution for streaming media. It is a low cost enhancement to standard 802.3 Ethernet functionality. Xilinx Ethernet AVB Endpoint core allows you to be on the cutting edge of this evolutionary technology while providing flexibility to make modifications to conform to any future standard changes. The Xilinx Ethernet AVB core is a parameterizable core, that operates at 100 Mbps or 1 Gbps. The Ethernet AVB Endpoint seamlessly connects to the Xilinx embedded Tri-Mode Ethernet MAC (TEMAC) for a highly flexible solution. The Ethernet AVB Endpoint is delivered through the Xilinx Core Generator™ tool and is part of the comprehensive suite of Xilinx Ethernet solutions.
Licensee address: _________________________________________________
Licensee's authorized representative: __________________________________
Effective Date: ____________________________________________________
Authorized Site: ___________________________________________________
CORE LICENSE AGREEMENT
CAREFULLY READ THIS CORE LICENSE AGREEMENT (“AGREEMENT”). BY CLICKING THE “ACCEPT” OR “AGREE” BUTTON, OR OTHERWISE ACCESSING, DOWNLOADING, INSTALLING OR USING THE LICENSED MATERIALS (DEFINED BELOW), YOU AGREE ON BEHALF OF LICENSEE TO BE BOUND BY THIS AGREEMENT. “LICENSEE” MEANS THE CORPORATION OR OTHER LEGAL ENTITY (IDENTIFIED ABOVE) TO WHICH XILINX, INC., A DELAWARE CORPORATION WITH AN OFFICE AT 2100 LOGIC DRIVE, SAN JOSE, CA 95124 (“XILINX”) HAS ISSUED THE LICENSE DESCRIBED HEREIN. IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CLICK THE “ACCEPT” OR “AGREE” BUTTON, AND DO NOT ACCESS, DOWNLOAD, INSTALL OR USE THE LICENSED MATERIALS, AND IF LICENSEE HAS ALREADY OBTAINED THE LICENSED MATERIALS FROM AN AUTHORIZED SOURCE, PROMPTLY RETURN THE LICENSED MATERIALS FOR A REFUND. AS USED HEREIN, THE “EFFECTIVE DATE” MEANS THE DATE ON WHICH LICENSEE CLICKS THE “ACCEPT” OR “AGREE” BUTTON (IDENTIFIED ABOVE) OR OTHERWISE ACCESSES, DOWNLOADS, INSTALLS OR USES THE LICENSED MATERIALS, WHICHEVER OCCURS FIRST.
The parties agree as follows:
1. Product Exhibit; Order of Precedence. This Agreement incorporates Exhibit A below (the “Product Exhibit”). The Product Exhibit shall identify any terms or conditions that are applicable to the Licensed Materials described therein that are additional to or different from Sections 1 through 12 of this Core License Agreement, and in such case the terms and conditions of the Product Exhibit shall supersede any conflicting provisions of this Core License Agreement solely for such Licensed Materials. The terms or conditions of any purchase order or other document issued by Licensee in connection with this Agreement shall be deemed invalid and have no force or effect to add to or modify this Agreement.
“Affiliate” means an entity which controls, is controlled by or is under common control with a party hereto; where “control” means that the controlling party directly or indirectly has the beneficial ownership of more than fifty percent of the controlled entity’s shares or ownership interest giving the power to direct or cause the direction of the general management of the controlled entity. An entity shall be an Affiliate only during the time when such control exists.
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“Bitstream” means a machine-executable, binary form of Licensee’s design used to program a Xilinx Device.
“Error” means a repeatable failure of the Licensed Materials to substantially conform to the Specification as published by Xilinx.
“Licensed Materials” means the Xilinx design files (also referred to as a “core”) and documentation as further described in the Product Exhibit, and any Updates thereto as delivered by Xilinx to Licensee.
“Specification” means the data sheet provided by Xilinx for use with the Licensed Materials.
“Updates” means, with respect to the Licensed Materials, the following as delivered by Xilinx to Licensee: (a) Error corrections developed by or for Xilinx; and (b) functional enhancements or other modifications developed by or for Xilinx (which Xilinx in its sole discretion decides does not constitute a new product).
“Xilinx Device” means FPGA, PLD, SoC, configurable memory or other semiconductor devices that Xilinx designs and sells directly or through one or more of Xilinx’s authorized distributors.
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3.2 Distribution Rights: Licensee may reproduce and distribute the Licensed Materials, solely in Bitstream form for use to program a Xilinx Device that operates in Licensee’s system-level hardware products.
Licensee may allow any of its Affiliates to exercise the rights granted to Licensee above; provided however, that Licensee shall be liable for any failure of Affiliates to the abide by the terms and conditions of this Agreement as if such failure was the failure of Licensee.
4.1 Licensee shall not use the Licensed Materials for any purpose other than in compliance with Section 3.1 (Use Rights), or allow use by any person outside the Authorized Site other than in compliance with Section 3.2 (Distribution Rights).
4.2 Licensee shall not reproduce the Licensed Materials other than to the extent necessary for its authorized use or distribution of the Licensed Materials (per Section 3 above), and for archival and back-up purposes, provided always that Licensee will at all times and in each instance, reproduce all copyright notices and proprietary legends on each copy in the same manner as such notices and legends appeared on the original.
4.3 Licensee shall not distribute or provide Licensed Materials to a third party, other than in compliance with Section 3.2 (Distribution Rights).
4.4 Licensee shall not publish or disclose the results of any benchmarking of the Licensed Materials, or use such results for its own competing development activities.
4.5 Licensee shall not decrypt, decompile, reverse-engineer, disassemble, or otherwise reduce to a human-perceivable form, the Licensed Materials.
4.6 Licensee shall not modify or alter the Licensed Materials.
4.7 Licensee shall not hypothecate, rent, lease, loan, lend, time-share, sublicense or otherwise transfer the Licensed Materials.
5. Payment; Taxes.
5.1 Payment. For purchases made through Xilinx’s authorized distributor, this Section 5 (Payment; Taxes) shall not apply. Xilinx shall invoice Licensee for the license fee identified by Xilinx to Licensee in connection with this Agreement and any amounts set forth in a purchase order issued by License for support renewals. Licensee shall pay such invoices in full thirty (30) days after the invoice date, without any deduction, counterclaim or offset. Overdue amounts shall accrue interest at the rate of one and one-half percent (1.5%) per month, or at the highest legal interest rate, if less. Notwithstanding the foregoing, Xilinx may require pre-payment or other security, depending on a credit review by Xilinx of Licensee’s payment history or changes in financial condition. If Licensee’s procedures require that an invoice be submitted against a purchase order before payment can be made, Licensee will be responsible for issuing such purchase order thirty (30) days before the payment due date. In cases where license fees have been pre-paid and remain valid under a Xilinx Productivity Advantage (XPA) or similar arrangement, the outstanding budget available to Licensee will be reduced by the amount of the license fee and any amounts set forth in a purchase order issued by License for support renewals.
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6. Intellectual Property.
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7.2 Exceptions. The obligations of confidentiality under this Agreement shall not apply to information that: (a) is already known to Licensee at the time of disclosure without obligation of confidentiality; (b) is or becomes publicly known through no wrongful act or omission of Licensee; (c) is rightfully received by Licensee from a third party without obligation of confidentiality; (d) is approved for release by written authorization of Xilinx; or (e) was developed by Licensee independently and without the use or benefit of the Licensed Materials.
8. Limited Warranty. Xilinx warrants that if Licensee reports an Error to Xilinx in writing within a period of one (1) year from the Effective Date (the “Warranty Period”), then Xilinx shall correct or provide a workaround for the Error or replace the Licensed Materials with substantially similar materials without such Error, or if neither is in the opinion of Xilinx commercially feasible, then Xilinx may terminate the license granted to Licensee for such Licensed Materials and refund the license fee received by Xilinx for such Licensed Materials. The foregoing describes the sole liability of Xilinx and the exclusive remedy of Licensee with respect to any breach of the foregoing limited warranty.
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9.2 LICENSEE ACKNOWLEDGES THAT USE OF THE LICENSED MATERIALS IN COMBINATION WITH OTHER FUNCTIONALITY, CORES, SOFTWARE OR PROTOCOLS MAY REQUIRE LICENSES FROM THIRD PARTIES AND LICENSEE ACCEPTS SOLE RESPONSIBILITY FOR OBTAINING SUCH LICENSES.
9.3 THE LICENSED MATERIALS ARE NOT DESIGNED OR INTENDED TO BE FAIL-SAFE, OR FOR USE IN ANY APPLICATION REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS APPLICATIONS RELATED TO LIFE-SUPPORT OR SAFETY DEVICES OR SYSTEMS, CLASS III MEDICAL DEVICES, NUCLEAR FACILITIES, DEPLOYMENT OF AIRBAGS, CONTROL OF VEHICLE OR AIRCRAFT (UNLESS THERE IS A FAIL-SAFE OR REDUNDANCY FEATURE WHICH DOES NOT INCLUDE USE OF SOFTWARE IN THE XILINX DEVICE TO IMPLEMENT THE REDUNDANCY AND A WARNING SIGNAL UPON FAILURE TO THE OPERATOR), OR ANY OTHER APPLICATIONS THAT COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PROPERTY OR ENVIRONMENTAL DAMAGE (INDIVIDUALLY AND COLLECTIVELY, “CRITICAL APPLICATIONS”). LICENSEE AGREES, PRIOR TO USING OR DISTRIBUTING ANY SYSTEMS THAT INCORPORATE THE LICENSED MATERIALS, TO THOROUGHLY TEST THE SAME FOR SAFETY PURPOSES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSEE ASSUMES THE SOLE RISK AND LIABILITY OF ANY USE OF THE LICENSED MATERIALS IN CRITICAL APPLICATIONS.
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11. Term and Termination.
11.1 Term. This Agreement will commence upon the Effective Date and will remain effective until terminated in accordance with this Section 11.
11.2 Termination by Licensee. Licensee may terminate this Agreement at any time for any or no reason by destroying the Licensed Materials and all copies and derivative works, and providing notice to Xilinx of same. Licensee may also terminate this Agreement for material breach by Xilinx, provided that Licensee has given written notice to Xilinx of such breach and Xilinx fails to cure such breach within thirty (30) days thereof.
11.3 Termination by Xilinx. Xilinx may terminate this Agreement for material breach by Licensee, provided that Xilinx has given written notice to Licensee of such breach and Licensee fails to cure such breach within thirty (30) days thereof; provided, however, in the event of a breach of confidentiality under Section 7 whereby unauthorized disclosure and/or dissemination by electronic or other means is likely to cause undue harm to Xilinx, then Xilinx may, at its discretion, immediately terminate this Agreement and seek other appropriate equitable and legal remedies as deemed necessary to protect its interests hereunder.
11.4 Effects of Termination. Upon termination of this Agreement the licenses and rights granted by Xilinx hereunder will cease, and Licensee shall destroy the Licensed Materials, including all copies and derivative works, and all related documentation and certify such destruction in writing to Xilinx. In addition to any outstanding payment obligations of Licensee, each party’s rights and obligations under the following provisions of this Agreement shall indefinitely survive the termination of this Agreement: Sections 6 (Intellectual Property); 7 (Confidentiality); 9 (Disclaimers); 10 (Limitation of Liability), 11.4 (Effects of Termination); and 12 (General).
12.1 Governmental Use. The Licensed Materials are comprised of commercial computer software developed exclusively at the expense of Xilinx. Accordingly, pursuant to the U.S. government’s Federal Acquisition Regulations (FAR) Section 12.212 and Defense FAR Supplement (DFARS) Section 227.7202, use, duplication and disclosure of the Licensed Materials by or for the U.S. government is subject to the restrictions set forth in this Agreement. Manufacturer is Xilinx, Inc., 2100 Logic Drive, San Jose, CA 95124.
12.2 Export Compliance. Licensee shall adhere to all applicable import and export laws and regulations of Licensee’s country and of the United States, without limitation. This Agreement may involve items and information that are subject to the U.S. government’s International Traffic in Arms Regulations (ITAR) or Export Administration Regulations (EAR). The importer/exporter of record shall not export, reexport, resell, transfer, or disclose, directly or indirectly, any products or technical data, to any proscribed person, entity, or country, or foreign persons thereof, unless properly authorized by the U.S. government and/or any other applicable or relevant government or regulatory body.
12.3 Governing Law. This Agreement and its performance will be governed by, subject to, and construed in accordance with the laws of the State of California, excluding conflict of law rules. The parties specifically exclude from application to this Agreement the United Nations Convention on contracts for the International Sale of Goods.
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EXHIBIT A - PRODUCT EXHIBIT
Xilinx Part Number: _________________________________
Product Name/Description: ____________________________
For one year from the date of order entry, Xilinx will provide, free of additional charge, the following support services for the Licensed Materials listed above: (1) on-line access to Xilinx support personnel for reasonable assistance to Licensee's engineers regarding difficulties that may be commonly encountered with installing, configuring and operating a core, as reported to Xilinx in the form of a WebCase on Xilinx' technical support website; (2) on-line access to Xilinx support personnel to assist Licensee's engineers with resolution of or workarounds to Errors, as reported to Xilinx in the form of a WebCase on Xilinx' technical support website; and (3) on-line access to Error corrections and other updates to a core that Xilinx makes freely available to all currently supported licensees of such core.