Corporate terms and conditions for sales, delivery, payment and support
The present terms and conditions (“T&C”) covers all license (or purchase) of products and services by Dolphin Design SAS, a French law company, or its wholly owned subsidiaries (collectively called “Dolphin”) to you (any person or entity who places on order, unless or until we enter into a new agreement that expressly replaces this one.
Make sure you read carefully these T&C as quoted, before gaining access to the product data as deliverables.
You accept the terms of these T&C (i) by written acceptance, (ii) purchase order (iii) by opening or remotely loading any delivery package. In case some changes are requested, the delivery package must be returned unopened or the files must not be downloaded.
The acknowledgement of purchase order referring to a quote prevails over any other statement of terms and conditions.
- Foundry-Sponsored-Library ViC(s)
- Delivery and payment
- Warranties, guarantees, representations
1.1. The present terms and conditions apply to the following types of deliverables (“Deliverables”) provided by Dolphin, namely:
- Virtual components or “ViC(s)”, which means the reusable, pre-designed components, whether synthesizable (at functional level, so-called “soft”) or otherwise (at layout-level, so-called “hard”), possibly as a mix of the levels, for the design of “Permitted Devices” (The semiconductor devices (Integrated Circuits abbreviated IC, System-on-Chip abbreviated SoC, System-in-Package abbreviated SiP or Integrated-System-in-Board abbreviated ISB) to be designed, developed, marketed and sold under the License Agreement,
- Foundry-sponsored-Libraries, which refer to those ViC(s) which are subject to a contract between the Licensor and a specific foundry partner,
- Software solutions, which means any software products or platforms, sold by Dolphin,
- Maintenance and support services, which means the maintenance and support services provided by Dolphin
The term “Licensed Products” means ViC(s) and Software solutions.
The term “License Agreement” covers the product and services you license or purchase from Dolphin.
1.2. Additional terms and conditions (beyond those stated here and in any attached supplements) may apply to certain Licensed Products through specific sales agreement such as Virtual Component License Agreement, Software deal or Service or Support Agreement. When ordering these Licensed Products, you will be given an opportunity to review the additional terms and conditions that must be accepted for you to receive the Licensed Products. If the additional terms and conditions conflict in any way with the terms and conditions stated here, the additional terms and conditions will prevail.
2.1. Grants: When you purchase a license of a Licensed Product, you are granted, upon its delivery, a non-exclusive, worldwide, personal, non-transferable right for:
(a) the purpose of designing, developing, fabricating, marketing, using, selling, testing, maintaining, repairing, and supporting Permitted Devices, needing to use, execute, copy,reproduce, perform, and display the ViCs and all Deliverables and other items provided by Dolphin; whereby design, development, fabrication, test, maintenance, repair and support may be internal or subcontracted, selling may be direct or through distribution, under your same brand name, for Permitted Devices.
(b) making a reasonable number of copies of the ViC(s) for archival purpose in addition to the copying of the ViC which takes place in the process of fabricating the Permitted Device(s) -, provided that you ensure that each such copy bears all copyright, trade mark and other proprietary legends which were on such copy as provided by Dolphin.
2.2. In addition, you may disclose the ViC to a third party, for designing all or part of the Permitted Device(s) provided that:
a- such third party is not a competitor of Dolphin for the ViC; you shall beforehand ask Dolphin a formal authorization to disclose the ViC to such third party and shall be liable in case it would not ask for such an authorization.
b- as long as such third party is subject to written confidentiality obligations with you no less restrictive than the confidentiality obligations under these T&C; (ii) to use the ViC solely for the purpose of assisting you in the design of the Permitted Device(s); and (iii) to return or destroy any ViC upon completion of the design of your Permitted Device.
c- You shall be liable for any not authorized usage of the ViC or any type of violation of these T&C by such third party
d- You shall be entitled to disclose such information as is required by the foundry for the fabrication of Permitted Devices, as defined in clause 2.5.
For each ViC listed in the Appendix C, Dolphin commits to delivering for, and thus grants rights for the reference technological process defined in such Appendix
Regarding the usage of deliverables in a process technology different from those specified in Appendix C, Dolphin explicitly does not allow, nor warrant, nor guarantee the performance of the delivered ViC pursuant to such usage.
2.3. Restrictions: You undertake (and may not allow anyone else to): (i) not to copy or use any Licensed Product (or Documentation) in any manner that is not expressly allowed by the license rights stated above;
(ii) decompile, reverse engineer, or otherwise attempt to derive the source code for any Licensed Product; (iii) not to modify any ViC Deliverables except for the purposes authorized in these T&C.
You have no right to introduce modifications to a Permitted Device including an instance of a ViC without it being a new instance, except for fixing functional defaults in the operation of the Permitted Device or yield problems for its fabrication.
2.4. Assignment: either party may assign the rights and obligations of the License Agreement, in whole or in part, with the prior written consent of the other party, provided, however, that Dolphin shall have the right to assign such rights and obligations, without your consent, to an acquirer of all or substantially all of Dolphin’s assets or business, whether by merger, sale, or acquisition.
2.5. Foundry Confidentiality Provisions: whenever Dolphin provides deliverables in conformity with design rules or electrical parameters of the foundry defined in Appendix C, you are duly authorized by a Non-Disclosure Agreement with that specific foundry to accede to and make use of such confidential process data.
You commit not to remove the IP Tagging related to such data owned by the foundry and embedded in the GDSII database of the ViC.
You shall be entirely and solely liable for any not explicitly authorized usage of the ViC that incorporates proprietary data from the foundry.
3. Foundry-Sponsored-Library ViC(s)
3.1. Grant: You are granted a yearly Multiple Usage Right FREE of license fees, which is associated with mandatory support and maintenance fees.
3.2. Where the Appendix C specifies that support and maintenance fees are payable, you shall provide Dolphin with a report describing without ambiguity each Permitted Device using the Foundry-Sponsored-Library ViC(s), per the Appendix B2. This report shall be sent within two (2) weeks of the end of every anniversary date of the ViC(s) delivery. To avoid any doubt, you must produce such reports even if no Permitted Device(s) were taped-out during such year.
4. Delivery and payment
(a) The fees for the products and services you may purchase under this License Agreement will be identified in the Appendix C. Any obligation of payment contained in this Appendix C shall survive its expiration or termination.
(b) Shipments are performed Ex Works per Incoterm EXW convention.
(a) If the applicable Appendix C does not contain specific payment terms for the fees in question, payment of those fees will be due within 30 days after the date of Dolphin’s invoice.
(b) All payments shall be due and payable as specified in the Appendix C. If you default in paying any sums when due, then Dolphin shall notify you in writing of such default and request immediate payment of such amounts. All sums not paid when due shall accrue interest from the date such sums become payable (whether before or after judgment) ten percent (10 %) per annum above the base rate of the European Central Bank.
(c) Furthermore, any postponement of payment authorizes Dolphin to immediately put on hold the engineering work and to postpone, for the same duration, any delivery, including support for requests, until the payment of the due sums, including the accrued interest.
4.3. Audit: Dolphin may audit (using its own employees and those of an independent auditing firm that is subject to appropriate confidentiality obligations) your use of the Licensed Products to verify your compliance with these T&C. You agree to give Dolphin (or the auditing firm) reasonable access to your facilities and records for purposes of conducting these audits. Audits shall be conducted with reasonable advanced notice, during normal business hours and no more than once per year, unless Dolphin has a good-faith basis for believing that more frequent audits are warranted. Dolphin will bear all the costs it incurs (including the fees and expenses of the auditing firm, if any) in conducting an audit, unless the audit reveals that you have failed to comply with this T&C in a material way, in which case you agree to reimburse Dolphin for these costs.
4.4. Taxes: All payments specified in the Appendix C are net of any fees, bank charges, duties and taxes.
You shall be responsible for (i) all government permit or license fees and all customs, duty, tariff and similar fees levied upon the delivery of the ViC(s) pursuant to the Appendix C, and any costs associated with the collection of any of the foregoing items. (ii) obtaining, at yout own expense, all necessary government licenses, including import licenses, permits or other governmental orders.
In particular, the payment shall be net of withholding of taxes. We will then promptly provide reasonable assistance by providing required documents to you in seeking tax exemption of the payments made by you to Dolphin pursuant to this License Agreement.
You shall be responsible for all bank charges levied in connection with payments made to Dolphin and you shall instruct its bank to charge you and not Dolphin for all such charges.
5. Warranties, guarantees, representations
5.1. Limited warranty (“Trust Commitment”)
(a) As a specific and unique benefit, Dolphin grants the benefit of the “Trust Commitment”, for one (1) year from the date of acceptance of these T&C as stated in preamble. The Trust Commitment is the insurance that Dolphin will provide technical resources to analyze any ViC dysfunction without considering whether the dysfunction originates from Dolphin or you.
(b) Any request for activating the Trust Commitment to launch a Diagnostic is deemed receivable if any of the following three cases happens: (i) At any time, if royalties are involved for ViC(s) and due payments have been executed, or (ii) At any time for ViC(s) which are listed as part of the Foundry-Sponsored-Library ViC(s) of the Foundry Partner at the date of application of the Trust Commitment, as long as its Permitted Device(s) is (are) in mass fabrication or intended to be, (iii) And if all Acceptance reviews, as set forth in Appendix C4, have been held and performed successfully.
(c) If any diagnostic is deemed necessary by you, you commit to issuing a conditional purchase order in accordance with the fees applicable for the Trust Commitment associated with the Data for diagnostic as set forth in Appendix D.
An invoice will be emitted only if the conclusion of the diagnostic shows that the ViC is faultless or if you decide to stop the diagnostic process before its end.
(d) Renewal of the order for diagnostic continuation
As soon as you have reached an amount of expense authorized by the purchase order from you for the Trust Commitment, Dolphin shall inform you to renew your purchase order if needed.
If you do not extend the diagnostic process by renewing your purchase order within one week from the date of release of the diagnostic report (which must show that all support hours have been spent by Dolphin), then Dolphin shall consider the diagnostic as closed and shall immediately invoice its diagnostic costs for solving the problem.
(e) If the Deliverables of the ViC are not in accordance with the functionality or performances described in the Specifications:
- the cost of diagnostic and redesign works made by Dolphin for solving the problem, and only it, shall be incurred by Dolphin. In such a case, Dolphin will provide you as compensation with:
- new Deliverables (per the Appendix C) as soon as possible and in any case within a period of three (3) months from the date of conclusion of the diagnostic,
- renewal of one period for the Trust Commitment.
- if the diagnostic demonstrates said ViC to be faultless, you are committed to paying Dolphin for diagnostic expenses actually incurred by Dolphin.
5.2. Exclusion: Dolphin does not warrant the performance or results you may obtain by incorrect usage or misinterpretation of the ViC Deliverables as stated in the Specifications, documentation and user’s manual.
No guarantee, expressed or implicit, especially those offered by the Trust Commitment hereunder, shall be applicable in the cases where you did not apply the rules specified in the documentation of deliverables of placement and interconnections for embedding the ViC within any Permitted Device.
Care must be taken and rules must be respected so that a Test Mode is available to allow isolation of the ViC from the rest of the Permitted Device for proper diagnostic if needed, and that Silicon Qualification can be performed for the ViC outside or within the Permitted Device, at least at the prototyping stage.
Full Silicon Qualification is required for ensuring an effective Trust Commitment.
5.3. Representations: Dolphin represents and warrants that it is the lawful owner of the ViC(s), and related Intellectual Property provided under this License Agreement, and possesses the legal rights to license. In case the ViC(s) contains intellectual property from a third party, and unless stated otherwise, Dolphin warrants that he possesses all the legal right to license under the term of this License Agreement.
Except as otherwise provided in this License Agreement, Dolphin makes no other representations and extends no warranties of any kind, either express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose. The same applies to validity of the ViC beyond compatibility with its specification, and expressly excludes said warranties whether express, implied, statutory or otherwise, especially as to the quality or fitness of the ViC for any particular purpose.
5.4. No Current Infringement; Protection of Rights: Dolphin warrants that, to the best of his knowledge, all ViC Deliverables and potential Instances do not infringe patents, copyrights, trade secrets, or industrial secrets obtained improperly of a third party, and that no such claim of infringement has been expressed to-date.
Dolphin warrants that the ViC Deliverables are not issued from data obtained improperly.
5.5. Warranty disclaimer: Dolphin hereby disclaims express or implied warranties of merchantability, satisfactory quality, title, non-infringement, fitness for a particular purpose, or other implied warranties however arising.
The warranties and/or representations expressed herein as clause 5, are void in the event that the you modify the ViC(s).
The entire liability of each party to the other party under this License Agreement shall be limited to the amount of license fees paid by you to Dolphin, excluding any support fee or royalties if any. In the case of Foundry sponsored Libraries, the amount of license fees concerned is that paid by foundry to Dolphin.
Multiple claims will not enlarge the limits set forth hereabove.
Neither party shall be liable to the other for loss of data, profits, goodwill or any type of special indirect or consequential loss or damages (including loss or damage suffered by either party as a result of any action brought by a third party) even if such loss was reasonably foreseeable or either party had been advised of the possibility of the other party incurring the same. This limitation shall apply notwithstanding the failure of the essential purpose of any limited remedies herein. Nothing in this clause will confer any right or remedy upon either party to which it would not otherwise be legally entitled.
The confidentiality rules are ruled by a Non Disclosure Agreement (“NDA”) signed between the parties. Both parties agree to keep in vigor the validity of such NDA as long as this Agreement exists.
8.1. Ownership of IP rights: The ViC(s) and associated deliverables are the confidential and proprietary property of Dolphin or of third parties from which rights to license have been obtained from or through Dolphin.
Except for the licenses granted hereunder, you receive no rights to the ViC(s).
You shall take all reasonable measures to ensure that no unauthorized persons shall have access to the Intellectual Property subject of this License Agreement.
8.2. This T& License Agreement are governed by the laws of France, without regard to conflicts of laws principles. The courts located in France have exclusive jurisdiction over any disputes arising from or relating to this License Agreement, and each party consents to such jurisdiction and venue.
8.3. Severability: In the event that a particular provision of this License Agreement is held by a court of competent jurisdiction to be invalid, such provision shall be severed from the License Agreement and shall not affect the validity of this License Agreement as a whole or any of its other provisions. The parties hereto agree to replace such invalid provision with a new provision that has the most nearly similar permissible, economic, or other effect.
8.4. Force Majeure: Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except the obligations described in the clauses related to confidentiality, IP rights, ownership, grants and restrictions) on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond the reasonable control of such party. Each party agrees to provide the other with notice upon becoming aware of an event of force majeure, such notice to contain details of the circumstances giving rise to the event of force majeure and the plan for expedient resolution and mitigation of any impact.
8.5. Remedies: It is understood and agreed that notwithstanding any other provisions of this License Agreement, a breach by one party of one of the Clauses 2, 7, 10 may cause the other party irreparable damage for which recovery of money damages would be inadequate, and that the non-breaching party may therefore be entitled to seek an interdiction or injunction or other relief in equity to protect its rights under this License Agreement in addition to any and all remedies available at law.
8.6. Compliance with Laws; Export Controls: It is understood that you are subject to national laws and regulations controlling the export of technical data, computer software, laboratory prototypes and other commodities and that its obligations hereunder are contingent on compliance with applicable national export laws and regulations. The transfer of certain technical data and commodities may require a license from the cognizant agency of Dolphin’s Government and/or written assurances by you that you shall not export data or commodities to certain foreign countries without prior approval of such agency. The time when said approval is needed, is the date of transfer of the Intellectual Property Rights to you. Dolphin neither represents that a license shall not be required or that, if required, it shall be issued.
Both parties agree that the obligations contained in this License Agreement and any action taken by it pursuant to this License Agreement shall be performed in accordance with all applicable federal, state, local and foreign laws, statutes, rules, regulations and ordinances.
Dolphin warrants and represents that no export restrictions apply to the present ViCs at the date of execution of the present License Agreement.
8.7. Corruption: Both parties employees are not permitted to (i) accept gifts except for token gifts of symbolic value (but not financial value) from the other party, and/or (ii) solicit gifts or favors of any kind and value from the other party and agree to immediately inform such party of any act (or omission) of any of her employee(s) not in compliance with the foregoing.
8.8. Entire Agreement: The provisions of this License Agreement constitute the entire agreement between the parties and supersede all prior agreements, oral or written, and all other communications relating to the subject matter hereof, notwithstanding that nothing in this clause shall purport to exclude reliance on fraudulent misstatements.
8.9. Precedence: For lifting any ambiguity, in the event of a doubt between the terms and conditions of the main body of this License Agreement, the appendixes, the order of precedence is the following one: Appendixes, main body of License Agreement. A different order will prevail when explicitly stated and agreed between the Parties.
8.10. Counterparts: This License Agreement may be signed in multiple counterparts, each of which will be deemed an original and which together will constitute one instrument.
Last update: March 24th, 2020