LICENSE AGREEMENT

This License Agreement is made between Metrics Design Automation Inc. and its subsidiaries and affiliates from time-to-time (as applicable, “Metrics”) and you, and applies to (a) DSim Desktop™, a free, downloadable copy of DSim™ – Metrics’ electronic design automation (EDA) simulation software, accessible on your computer (the “Desktop Software”); (b) DSim Cloud™, Metrics’ cloud-based interface for DSim™ (the “Cloud Software”); and (c) services, updates, upgrades and modifications for and to the Desktop Software and/ or the Cloud Software of Metrics in connection therewith (collectively, and as applicable, the “Software”), and except to the extent any of the foregoing has separate terms that apply.

BEFORE ACCESSING AND USING THE SOFTWARE PLEASE READ THIS AGREEMENT CAREFULLY, TOGETHER WITH ALL OTHER ANCILLARY AGREEMENTS AND POLICIES REFERENCED HEREIN OR ANCILLARY HERETO, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS, INCLUDING DISCLAIMERS, LIMITATIONS, AND EXCLUSIONS OF LIABILITY AND LIMITATIONS OF METRICS, AND WAIVERS OF YOUR RIGHTS AND REMEDIES.

By checking the box you acknowledge and agree to the terms of this agreement.

  1. Desktop Software. You may download and install the Desktop Software. Metrics will grant to you a non-exclusive, personal, non-transferable, non-assignable, non-sublicensable, revocable right and license to download, install, access, and use the Desktop Software, subject to the terms of this agreement. The Desktop Software is available for use by authorized users without fees or charges, subject to the terms of this agreement.

  2. Cloud Software. You may install and run the Cloud Software through such tools as Metrics may enable, offer or require from time-to-time. Metrics will grant to you a non-exclusive, personal, non-transferable, non-assignable, non-sublicensable, revocable right and license to access and use the Cloud Software, subject to the terms of this agreement. Metrics has a flexible fee structure for the Cloud Software where fees are charged for usage on a per-minute basis and are based on the size of your computer or workstation as well as the type of workflow for which your computer or workstation is used. You will be charged fees for such use as communicated by Metrics from time-to-time.

  3. Use of Data. Metrics will only use your data: (a) to enable use of the Software pursuant to this agreement; (b) for business purposes that do not involve monetizing or sharing user data; and (c) to comply with a legal or regulatory requirements. Metrics will only use your personal data for purposes related to providing the Software and marketing to you by Metrics in accordance with applicable law. The Software may collect information about you and your use of the Software, and Metrics may use this information to provide services and improve its products and services.

  4. No Ownership of Your IP. Nothing in this agreement or your use of the Software will grant Metrics any right, title, or interest in or to any intellectual property that is owned by you (or a third party), including as a result of you uploading code, designs or other files to the Software. Any data uploaded by you to the Software will be used strictly for the purposes of enabling use of the Software.

  5. Scope of License and Restrictions. The Software is licensed, not sold. This agreement only gives you some specified rights to use the Software, and all rights and licenses not so expressly granted are expressly reserved by Metrics. Unless applicable law gives you more rights despite this limitation, you agree to use the Software only as permitted in this agreement. In doing so, you must comply with any technical limitations in the Software that only allow you to use it in certain ways. In addition, you will not (directly or indirectly) at any time:

  1. sell, license, sublicense, relicense, transfer, rent, lease, make available or engage in any unauthorized commercial transaction relating to the Software;
  2. modify, copy, duplicate, virtualize, mirror, create derivative works of, reverse engineer, decompile, disassemble, translate, manipulate or otherwise work around any technical limitations in the Software;
  3. create more than one user account, or assign (or otherwise indirectly transfer) your user account to any other person;
  4. access or use any portion of the Software in a manner not authorized by Metrics, including integrating the Software with any other software of any kind;
  5. “exploit” the Software in whole or in part, including by way of a software tool designed to take advantage of a flaw in a computer system, installing malware, trespassing, burdening network capacity, or otherwise for malicious purposes (as determined by Metrics);
  6. reverse engineer, decompile or disassemble the Software, or otherwise attempt to derive the source code for the Software;
  7. remove, minimize, block or modify any notices (including copyright or trademark notices) in the Software; or use the Software in any way contrary to applicable law.
  1. Support. Non-paying users of the Desktop Software only will be entitled to access a forum or other portal made available for all users of the Software. Paying users of the Software will be entitled to technical support as communicated by Metrics from time-to-time.
  2. Upgrades and Modifications. Metrics may, in its sole discretion and without notice: (a) restrict the availability of the Software, certain areas or features of the Software; (b) carry out maintenance measures or upgrades that ensure the proper or improved functioning of the Software; and (c) modify the Software, including to introduce new releases, new features, or new services.
  3. Third-Party Components. The Software may include third party components with separate legal notices or governed by other agreements. Any third-party software, services, or products offered with, linked to, referenced by, or otherwise associated with, the Software are licensed or made available to you by the third-party owners thereof, and not by Metrics. The Software is licensed or made available to you (and not sold to you), subject to your compliance with the terms, restrictions, and conditions of this agreement. Even if such components are governed by other agreements, the disclaimers and the limitations on and exclusions of damages herein apply.
  4. User Account. In order to access and use the Software you must: (a) register for a user account with Metrics; (b) be at least 18 years of age; and (c) be able to enter into legally binding contracts. To create your user account, you will be required to provide certain information about yourself, and to provide a payment method for your account for paid use of the Cloud Software. You may not create more than one user account unless Metrics authorizes you to do so in writing, or assign (or otherwise indirectly transfer) your user account to any other person.
  5. Canceling User Account. You have the ability to cancel your user account at any time by notifying us via email to support@metrics.ca. You will immediately notify Metrics via email to support@metrics.ca if you know or have any reason to suspect that your user account credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your user account. Metrics reserves the right to decline your request to register for a user account or to cancel, suspend, revoke, or terminate your user account for any reason, including supply and demand, cost to maintain data, or other business considerations, for no reason, or otherwise in accordance with this agreement.
  6. Payment Terms and Conditions.
    1. Fees; Taxes. You agree to pay Metrics any and all fees, charges and applicable taxes set out by Metrics from time-to-time in accordance with the terms and conditions of this agreement. Metrics reserves the right, in its sole discretion, to update and revise the fees, charges, pricing, conditions, and payment terms at any time.
    2. Free Trial–Cloud Software. Metrics currently offers a one-time initial free trial for the Cloud Software after which fees (and any applicable charges) will apply. Metrics may revise the terms of the free trial, discontinue the free trial or offer other incentive terms from time-to-time.
    3. Payment Method. You will be required to provide Metrics with a valid payment method and customary billing information, to process payments in connection with your use of the Cloud Software. You authorize Metrics or a third-party processor to store and use any and all information you provide for use in maintaining your payment method and charging your payment method for any and all fees, charges, and taxes. You are required to ensure such information is accurate at all times. Failure to maintain valid and accurate information may result in your inability to access and use the Cloud Software.
    4. Payments. When you use the Cloud Software, applicable fees, charges and taxes will be charged to your payment method and certain charges may apply. Metrics will invoice you and third-party payment processors will charge process payment using your payment method. Metrics will generally invoice you and charge your payment method monthly in arrears, subject to any terms or conditions requiring pre-payment (including in connection with use of the Cloud Software). Invoiced amounts are due immediately upon the time and date of the invoice (unless otherwise specified). If Metrics is unable to process your primary method of payment, you agree that Metrics may charge any other payment method on file or otherwise collect payment from you and pursue any rights or remedies available to Metrics. Use of the Cloud Software is at all times subject to terms and conditions of use as communicated by Metrics from time-to-time.
    5. Third-Party Processors. Metrics will use third-party payment processors to access, hold, use, and process your payment method to process payments made by you to Metrics. Payment processors may require you to accept certain additional terms and conditions. You should review these terms and conditions carefully. The processing of payments or refunds will be subject to the terms and conditions of the third-party payment processors and your financial institution, credit card issuer, or other administrator of your payment method. In addition to any fees, charges and taxes or other amounts payable pursuant to this agreement, if there are delinquent amounts or charge backs associated with your payment method, you may be subject to additional charges incidental to the collection of these delinquent amounts and charge backs. Your payment method may be subject to additional terms and conditions imposed by third-party payment processors.
    6. Disputes. You agree that you will provide us with notice of any dispute of any fees, charges or taxes on any invoice within 30 days of the invoice date and provide any supporting documentation (and provided that you agree to pay any undisputed portion of such invoice, as applicable). If you do not dispute all or a portion of any invoice you will be deemed to have agreed to such invoice and, to the maximum extent permitted by applicable law, you will have no further right to challenge or dispute such invoice in whole or in part.
  7. Metrics Property. Notwithstanding any other provision of this agreement, you acknowledge and agree that: (a) all property of Metrics is protected by copyright and owned by, or licensed to, Metrics and contains proprietary information and material owned by Metrics, its affiliates, and other persons, and their respective licensors, who in each case reserve all their rights in law and equity, and is protected by applicable law, including copyright law; (b) as between the parties, Metrics owns all right, title, and interest in and to all property of Metrics and you will not acquire any right, title, or interest in or to any property of Metrics unless and only to the extent otherwise granted in writing by Metrics; (c) all trademarks, service marks, graphics, and logos used in connection with the Software or any other property of Metrics are the trademarks of their respective owners and you are not granted any right or license with respect to any of the foregoing or any use thereof; and (d) by accessing or using the Software you do not acquire any ownership rights in or to any of the foregoing.
  8. Waiver of Moral Rights. You irrevocably and unconditionally waive any and all moral rights arising under applicable law that you may have now or in the future have with respect to the Software.
  9. Export Restrictions. You must comply with all domestic and international export laws and regulations that apply to the Software, which include restrictions on destinations, end users, and end use.
  10. DISCLAIMER, LIMITATION OF LIABILITY AND ACKNOWLEDGMENT OF RISK.
    1. DISCLAIMER OF WARRANTY. THE SOFTWARE IS LICENSED “AS-IS.” YOU BEAR THE RISK OF USING IT. METRICS GIVES NO EXPRESS WARRANTIES, GUARANTEES OR CONDITIONS OF ANY KIND. TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, METRICS EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
    2. LIMITATION AND EXCLUSION OF DAMAGES. YOU CAN RECOVER FROM METRICS ONLY DIRECT DAMAGES UP TO $100. YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES.
    3. APPLICATION. THE FOREGOING LIMITATION APPLIES TO: (I) ANYTHING RELATED TO THE SOFTWARE, SERVICES, CONTENT (INCLUDING CODE) ON THIRD PARTY INTERNET SITES, OR THIRD PARTY APPLICATIONS; AND (II) CLAIMS FOR BREACH OF CONTRACT, BREACH OF WARRANTY, GUARANTEE OR CONDITION, STRICT LIABILITY, NEGLIGENCE, OR OTHER TORT TO THE EXTENT PERMITTED BY APPLICABLE LAW. IT ALSO APPLIES EVEN IF METRICS KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES. THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU TO THE EXTENT THAT APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES.
  11. General Terms.
    1. Entire Agreement. This agreement, and the terms for supplements, updates, Internet-based services and support services that you use, are the entire agreement for the Software and support services. Metrics may terminate this agreement at any time upon written notice to you. The terms in Sections 5, 11, 12, 13, 15 and this Section 16 will continue and survive any termination of this agreement by Metrics.
    2. Amendments. Metrics reserves the right, in its sole discretion, to amend, modify, restate, replace, or supplement this agreement in whole or in part at any time and from time-to-time. By accessing or using the Software in whole or in part after any such amendments, modifications, restatements, replacements, or supplements, you agree to be bound by, and comply with, this agreement, as so amended, modified, restated, replaced, or supplemented. If any such amendment, modification, restatement, replacement, or supplement is not acceptable to you, you must immediately cease accessing and using the Software.
    3. Third-Party Beneficiaries. This agreement applies to you, Metrics and any of Metrics’ affiliates who may subsequently have any rights hereunder. This agreement does not confer any rights or remedies upon any other persons.
    4. Governing Law. This agreement, and all matters related thereto, will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any principles of conflicts of law, and notwithstanding your domicile, residency, or physical location.
    5. Forum. You hereby unconditionally and irrevocably consent and agree to submit to the exclusive jurisdiction of the courts of the Province of Ontario in any action or proceeding involving or in connection with the Software or this agreement and waive any objection relating to improper venue or forum non conveniens to the conduct of any proceeding in any such court.
    6. No Jury Trial or Class Actions. You acknowledge and agree that, to the maximum extent permitted by applicable law, you waive the right to participate in: (a) a trial by jury; and/ or (b) as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration in respect of any and all disputes arising from or in connection with the Software or this agreement.
    7. Assignment. Neither this agreement nor any of the rights or obligations pursuant hereto may be assigned, transferred, or delegated by you without the prior written consent of Metrics, which may be withheld for any reason or no reason, and any purported assignment of same will be void. Metrics may without restriction assign, transfer, or delegate this agreement and any rights and obligations hereunder, at its sole discretion, to any person without notice to you.
  12. Contact Us. If you have any questions regarding this agreement, please contact us via email to info@metrics.ca.