1 SYSTEMC OPEN SOURCE LICENSE
2 (SOFTWARE DOWNLOAD AND USE LICENSE AGREEMENT VERSION 2.3)
4 PLEASE READ THIS LICENSE AGREEMENT CAREFULLY BEFORE CLICKING ON
5 THE "ACCEPT" BUTTON, AS BY CLICKING ON THE "ACCEPT" BUTTON YOU
6 ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE
7 BOUND BY THIS LICENSE AGREEMENT AND ALL OF ITS TERMS AND
10 OPEN SYSTEMC INITIATIVE
12 The purpose of the following license agreement (the "Agreement") is to encourage
13 interoperability and distributed development of a C++ modeling language known as
14 "SystemC" for system simulation and design (the "Purpose"). The SystemC software
15 licensed hereunder is licensed, without fee of any kind, for use pursuant to the terms
16 and conditions set forth in this Agreement.
20 THE CONTRIBUTORS ARE WILLING TO LICENSE THE PROGRAM TO YOU ONLY
21 ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS LICENSE
22 AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS LICENSE
23 AGREEMENT, NO RIGHTS ARE GRANTED TO YOU HEREUNDER TO USE THE
24 PROGRAM. ANY USE, REPRODUCTION OR DISTRIBUTION OF THE PROGRAM
25 CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT.
29 1.1 "Agreement" means this document.
31 1.2 "Contribution" means: (a) the Original Program; and (b) all Modifications
32 that Recipient deposits or contributes in accordance with Section 3 in furtherance
33 of the Purpose of this Agreement but does not include any software that has
34 been previously so deposited or contributed.
36 1.3 “Contribution Questionnaire” means the questionnaire attached hereto as
39 1.4 "Contributor" means any Recipient, including Synopsys, Inc. ("Synopsys”),
40 that makes a Contribution pursuant to Section 3. Any Recipient depositing, as
41 part or all of a Contribution, code which has previously been so deposited by
42 another Recipient is not the Contributor of such re-deposited code for the
43 purposes of this Agreement. A list of the Contributors is attached hereto as
46 1.5 "Contributor's Necessary Patent Claim" means a claim in any patent now
47 or hereafter owned or licensable by Contributor that is directly infringed solely by
48 the portion of an executing computer program translated, compiled or interpreted
49 from and corresponding directly and solely to the Contribution disclosed by
50 Contributor hereunder and the SystemC Kernel Code, except that Contributor's
51 Necessary Patent Claim shall not include any claim directed towards a data
52 structure, method, algorithm, process, technique, circuit representation, or circuit
53 implementation that is not completely and entirely described in the combination
54 of such Contribution and the SystemC Kernel Code.
56 1.6 "Copyright/Trade Secret Rights" means worldwide statutory and common
57 law rights associated solely with (i) works of authorship including copyrights,
58 copyright applications, copyright registrations and "moral rights", and (ii) the
59 protection of trade and industrial secrets and confidential information. Patents are
60 not included in Copyright/Trade Secret Rights.
62 1.7 "Distribute" means making a Distribution.
64 1.8 "Distribution" means any distribution, sublicensing or other transfer of the
65 Program (with or without Modifications) to any third party.
67 1.9 "Executable" means Original Program (with or without Modifications)
68 compiled into object code form along with only those header files from such
69 Original Program that are strictly necessary to make use of the object code.
71 1.10 “Marks” means, collectively, the registered and unregistered marks and
72 logos that OSCI has licensed or otherwise authorized Recipient to use. All marks
73 and logos are listed on Exhibit D, which list may be amended from time to time
74 by OSCI to add or delete any marks or logos.
76 1.11 "Modification" means: (a) any software code which comprises change(s)
77 to the Program including additions and/or deletions; (b) any specifications for the
78 Program; and (c) any reference implementation of the Program.
80 1.12 "Original Program" means the SystemC 1.1 version of the software
81 accompanying this Agreement as released by Synopsys.
83 1.13 “OSCI” means Open SystemC Initiative, a California nonprofit mutual
86 1.14 "Program" means the Original Program and each other Contribution and
87 any combination thereof.
89 1.15 "Recipient" means anyone who receives the Program under this
90 Agreement, including all Contributors.
92 1.16 For legal entities, "Recipient" includes any entity that controls, is controlled
93 by, or is under common control with Recipient. For purposes of this definition,
94 "control" means (a) the power, direct or indirect, to cause the direction or
95 management of such entity, whether by contract or otherwise, or (b) ownership of
96 fifty percent (50%) or more of the outstanding shares or beneficial ownership of
99 1.17 "Source Code" means human readable text in an electronic form suitable
100 for modification that describe the functions and data structures, including C, C++,
101 and other language modules, plus any associated interface definition files, scripts
102 used to control compilation and installation of an Executable, or a list of source
103 code differential comparisons against the Original Program.
105 1.18 "SystemC Kernel Code" means the set of compilable source and header
106 files included in the Original Program that are necessary to build the target
107 SystemC library object module, but does not include operating system header
108 files, operating system library elements, documentation, example code, sample
109 code fragments, or other ancillary information.
113 2.1 Subject to the terms of this Agreement, each Contributor hereby grants
114 Recipient a non-exclusive, worldwide, royalty-free license under Contributor's
115 Copyright/Trade Secrets to do the following:
117 (a) use, reproduce, prepare derivative works of, publicly display,
118 publicly perform and Distribute in source code and object code form the
119 Contribution of such Contributor and any such derivative works, subject to
120 the terms and conditions of this Agreement including Section 4; and
122 (b) use the know-how, information and knowledge embedded in the
123 Contribution, without any obligation to keep the foregoing confidential so
124 long as Recipient does not otherwise violate this Agreement.
126 2.2 Contributor grants to each Recipient, a world-wide, royalty-free, non-
127 exclusive license under Contributor's Necessary Patent Claims to make, use,
128 sell, offer for sale, or import the such Contributor's Contribution and the Program
129 only to the minimum extent necessary to exercise the rights granted in Section
132 2.3 Each Contributor represents that to its knowledge it has sufficient rights in
133 its Contribution, if any, to grant the licenses set forth in Sections 2.1 and 2.2.
135 2.4 Except as expressly stated in Sections 2.1 and 2.2, Recipient receives no
136 rights or licenses to the intellectual property of any Contributor under this
137 Agreement, whether expressly, by implication, estoppel or otherwise. All rights in
138 the Program not expressly granted under this Agreement are reserved.
140 2.5 Recipient shall retain its entire right, title, and interest in and to
141 Contributions disclosed by Recipient hereunder, including all Copyrights/Trade
142 Secret Rights and patent rights embodied therein, subject to the underlying rights
143 embodied in the Original Program and further subject to those rights expressly
144 granted in this Agreement. Recipient agrees that Recipient shall not remove or
145 alter any proprietary notices contained in the Contributions licensed to Recipient
146 hereunder and shall reproduce and include such notices on any copies of the
147 Contributions made by Recipient in any media.
149 2.6 License to Marks.
151 (a) OSCI shall retain all right, title and interest in and to the Marks
152 worldwide, subject to the limited license granted to Recipient in this
153 Section 2.6. OSCI hereby grants Recipient a non-exclusive, royalty-free,
154 limited license to use the Marks solely in connection with its exercise of
155 the rights granted pursuant to this Agreement and to indicate that the
156 products being marketed by Recipient are compatible with, and meet the
157 standards of, the SystemC modeling language. All uses of the Marks shall
158 be in accordance with OSCI’s trademark usage policy set forth in Exhibit
161 (b) Recipient shall assist OSCI to the extent reasonably necessary to
162 protect and maintain the Marks worldwide, including, but not limited to,
163 giving prompt notice to OSCI of any known or potential infringement of the
164 Marks, and cooperating with OSCI in preparing and executing any
165 documents necessary to register the Marks, or as may be required by the
166 laws or rules of any country or jurisdiction. In its sole discretion, OSCI
167 may commence, prosecute or defend any action or claim concerning the
168 Marks. OSCI shall have the right to control any such litigation, and
169 Recipient shall fully cooperate with OSCI in any such litigation. OSCI shall
170 reimburse Recipient for the reasonable costs associated with providing
171 such assistance, except to the extent that such costs result from
172 Recipient’s breach of this Section 2.6. Recipient shall not commence any
173 action regarding the Marks without OSCI’s prior written consent.
175 (c) All goodwill with respect to the Marks shall accrue for the sole
176 benefit of OSCI. Recipient shall maintain the quality of any products,
177 associated packaging, collateral and marketing materials on which it uses
178 any of the Marks in a manner consistent with all terms, conditions and
179 requirements set forth in this Section 2.6 and at a level that meets or
180 exceeds Recipient’s overall reputation for quality and that is at least
181 commensurate with industry standards.
183 2.7 RECIPIENT UNDERSTANDS THAT ALTHOUGH EACH CONTRIBUTOR
184 GRANTS THE LICENSES TO ITS CONTRIBUTIONS SET FORTH HEREIN, NO
185 ASSURANCES ARE PROVIDED BY ANY CONTRIBUTOR THAT THE
186 CONTRIBUTION ALONE OR IN COMBINATION WITH THE PROGRAM DOES
187 NOT INFRINGE THE PATENT OR OTHER INTELLECTUAL PROPERTY
188 RIGHTS OF ANY OTHER ENTITY. EACH CONTRIBUTOR DISCLAIMS ANY
189 LIABILITY TO RECIPIENT FOR CLAIMS BROUGHT BY ANY OTHER ENTITY
190 BASED ON INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR
191 OTHERWISE. In addition, as a condition to exercising the rights and licenses
192 granted hereunder, each Recipient hereby assumes sole responsibility to secure
193 any other intellectual property rights needed, if any. For example, if a third party
194 patent license is required to allow Recipient to Distribute the Program, it is
195 Recipient's responsibility to acquire that license before Distributing the Program.
197 3. DESCRIPTION AND DEPOSIT OF CONTRIBUTIONS
199 3.1 To the extent Recipient wishes to become a Contributor by making a
200 Contribution, such Contributor shall:
202 (a) (i) deposit such Contribution in Source Code form at
203 http://www.systemc.org/ according to the Contribution instructions found at
204 such site, or (ii) disclose such Contribution at a meeting of any working
207 (b) (i) describe such Contribution in reasonable detail on Exhibit B
208 (including the additions or changes such Contributor made to create the
209 Contribution and the date of any such changes or additions), (ii)
210 completing a Contribution Questionnaire with respect to such Contribution,
211 and (iii) delivering both documents to OSCI. All Contributions made after
212 the date hereof shall be effectuated by Contributor (x) amending Exhibit B
213 and delivering such amended Exhibit B to OSCI, which amended exhibit
214 shall automatically replace the existing Exhibit B, (y) competing a
215 Contribution Questionnaire with respect to such Contribution, and (z)
216 delivering both documents to OSCI;
218 (c) cause such Contribution to contain a file documenting such
219 Contributor's name and contact information, additions or changes such
220 Contributor made to create the Contribution, and the date of any such
221 changes or additions;
223 (d) cause such Contribution to include in each file a prominent
224 statement substantially similar to the following: "The following code is
225 derived, directly or indirectly, from the SystemC source code Copyright (c)
226 1996-{date here} by all Contributors. All Rights reserved. The contents of
227 this file are subject to the restrictions and limitations set forth in the
228 SystemC Open Source License Version 2.3 (the "License"). You may not
229 use this file except in compliance with such restrictions and limitations.
230 You may obtain instructions on how to receive a copy of the License at
231 http://www.systemc.org/. Software distributed by Contributors under the
232 License is distributed exclusively on an "AS IS" basis, WITHOUT
233 WARRANTY OF ANY KIND, either express or implied. See the License
234 for the specific language governing rights and limitations under the
236 (e) cause such Contribution to include a text file titled "LEGAL" which
237 describes any intellectual property rights of which Contributor is aware that
238 it or any third party may hold in the functionality or code of such
241 3.2 OSCI or the administrators of the http://www.systemc.org/ web site shall
242 have the right to authorize removal from such site any Contribution at any time.
244 4. REQUIREMENTS OF DISTRIBUTION
246 4.1 A Recipient may choose to Distribute the Program in object code form
247 under its own license agreement, provided that:
249 (a) Recipient complies with the terms and conditions of this
252 (b) the terms and conditions of Recipient's license agreement with its
255 i. effectively disclaim on behalf of all Contributors all
256 warranties and conditions, express and implied, including
257 warranties or conditions of title and non-infringement, and implied
258 warranties or conditions of merchantability and fitness for a
261 ii. effectively exclude on behalf of all Contributors all liability for
262 damages, including, but not limited to, direct, indirect, special,
263 incidental and consequential damages, such as lost profits;
265 iii. state that any provisions which differ from this Agreement
266 are offered by that Recipient alone and not by any other party; and
268 iv. state that source code for the Program is available from such
269 Recipient, and inform licensees how to obtain it in a reasonable
270 manner on or through a medium customarily used for software
273 4.2 If a Recipient chooses to Distribute the Program in source code form then:
275 (a) the Program must be Distributed under this Agreement; and
277 (b) a copy of this Agreement must be included with each copy of the
280 4.3 Each Recipient must include the following in a conspicuous location in the
281 Program so Distributed or transferred:
282 Copyright (c) 1996-{date here}, by all Contributors. All rights
285 4.4 In addition, each Recipient that creates and Distributes or otherwise
286 transfers a Modification whether or not such Modification has been deposited
287 pursuant to Section 3 must identify the originator of such Modification in a
288 manner that reasonably allows third parties to identify the originator of the
293 A Recipient who Distributes the Program (a "Distributor") may accept certain
294 responsibilities with respect to end users, business partners and the like. While this
295 license is intended to facilitate the commercial use of the Program, a Distributor shall
296 Distribute the Program in a manner which does not create potential liability for
297 Contributors. Therefore each Distributor hereby agrees to defend and indemnify every
298 Contributor ("Indemnified Contributor") against any losses, damages and costs
299 (collectively "Losses") arising from claims, lawsuits and other legal actions brought by a
300 third party against the Indemnified Contributor to the extent caused by the acts or
301 omissions of such Distributor, including but not limited to the terms and conditions under
302 which Distributor offered the Program, in connection with its Distribution of the Program.
303 The obligations in this section do not apply to any claims or Losses relating to any
304 actual or alleged intellectual property infringement of the Program. In order to qualify,
305 an Indemnified Contributor must: (a) promptly notify the Distributor in writing of such
306 claim, and (b) allow the Distributor to control, and cooperate with the Distributor in, the
307 defense and any related settlement negotiations. The Indemnified Contributor may
308 participate in the defense of any such claim at its own expense.
310 For example, a Recipient might include the Program in a commercial product offering,
311 Product X. That Recipient is then a Distributor. If that Distributor then makes
312 performance claims, or offers warranties, support, or indemnity or any other license
313 terms related to Product X, those performance claims, offers and other terms are such
314 Distributor's responsibility alone. Under this section, the Distributor would have to
315 defend claims against the Contributors related to those performance claims, offers, and
316 other terms, and if a court requires any Contributor to pay any damages as a result, the
317 Distributor must pay those damages.
321 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PROGRAM IS
322 PROVIDED EXCLUSIVELY ON AN "AS IS" BASIS, WITHOUT WARRANTIES OR
323 CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT
324 LIMITATION, ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT,
325 MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EACH RECIPIENT IS
326 SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF ITS USE AND
327 DISTRIBUTION OF THE PROGRAM AND ASSUMES ALL RISKS ASSOCIATED WITH ITS
328 EXERCISE OF RIGHTS UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO
329 THE RISKS AND COSTS OF PROGRAM ERRORS, COMPLIANCE WITH APPLICABLE
330 LAWS, DAMAGE TO OR LOSS OF DATA, PROGRAMS OR EQUIPMENT, AND
331 UNAVAILABILITY OR INTERRUPTION OF OPERATIONS. THIS DISCLAIMER OR
332 WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF
333 THE PROGRAM OR ANY MODIFICATIONS THERETO ARE AUTHORIZED HEREUNDER
334 EXCEPT UNDER THIS DISCLAIMER.
336 7. DISCLAIMER OF LIABILITY
338 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER RECIPIENT NOR
339 ANY CONTRIBUTORS SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT,
340 INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING
341 WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND ON ANY THEORY OF
342 LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING
343 NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OR
344 DISTRIBUTION OF THE PROGRAM OR THE EXERCISE OF ANY RIGHTS GRANTED
345 HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
347 8. U.S. GOVERNMENT USE
349 If Recipient is licensing the Program on behalf of any unit or agency of the United States
350 Government, then the Program and any related documentation is commercial computer
351 software, and, pursuant to FAR 12.212 or DFARS 227.7202 and their successors, as
352 applicable, shall be licensed to the Government under the terms and conditions of this
357 If Recipient institutes patent litigation against any entity (including a cross-claim,
358 counterclaim or declaratory judgment claim in a lawsuit) alleging that the Program itself
359 (excluding combinations of the Program with other software or hardware) infringes such
360 Recipient's patent(s), then the rights granted to Recipient by each Contributor under
361 Section 2.2 shall terminate as of the date such litigation is filed.
365 All Recipient's rights under this Agreement shall terminate if Recipient fails to comply
366 with any of the material terms or conditions of this Agreement and does not cure such
367 failure in a reasonable period of time after becoming aware of such noncompliance. If
368 such occurs, Recipient shall cease use and Distribution of the Program based upon the
369 rights granted to Recipient under this Agreement as soon as reasonably practicable.
370 However, Recipient's obligations under this Agreement and any licenses granted by
371 Recipient relating to the Program shall survive such termination.
375 OSCI may publish new versions (including revisions) of this Agreement from time to
376 time. Each new version of the Agreement will be given a distinguishing version number.
377 The Program may always be Distributed subject to the version of the Agreement under
378 which it was received. In addition, after a new version of the Agreement is published,
379 Contributor may elect to Distribute the Program under the new version. No one other
380 than OSCI, acting by a vote of at least 75% of the members of its Board of Directors,
381 has the right to modify this Agreement; provided that Exhibit B and Exhibit C may be
382 amended as specifically set forth in Section 3.1(b), and Exhibit D may be amended as
383 specifically set forth in Section 1.10.
385 12. ELECTRONIC ACCEPTANCE
387 This Agreement may be executed either electronically or on paper. By clicking on the
388 “Accept” button, Recipient warrants that it agrees to all of the terms of this Agreement,
389 that Recipient is authorized to enter into this Agreement, and that this Agreement is
390 legally binding upon Recipient. If Recipient does not agree to be bound by this
391 Agreement, then Recipient shall click the “Decline” button and Recipient shall not
392 receive any rights from the Contributors nor shall Recipient download any materials,
393 including the Program.
397 This Agreement represents the complete agreement concerning the subject matter
398 hereof and supersedes all prior agreements or representations, oral or written,
399 regarding the subject matter hereof. If any provision of this Agreement is invalid or
400 unenforceable under applicable law, it shall not affect the validity or enforceability of the
401 remainder of the terms of this Agreement, and without further action by the parties
402 hereto, such provision shall be reformed to the minimum extent necessary to make such
403 provision valid and enforceable.
405 This Agreement is governed by the laws of California, without reference to conflict of
406 laws principles. Each party waives its rights to a jury trial in any resulting litigation. Any
407 litigation relating to this Agreement shall be subject to the jurisdiction of the Federal
408 Courts of the Northern District of California, with venue lying in Santa Clara County,
409 California, or the Santa Clara County Superior Court. The application of the United
410 Nations Convention on Contracts for the International Sale of Goods is expressly
411 excluded. The provisions of this Agreement shall be construed fairly in accordance with
412 its terms and no rules of construction for or against either party shall be applied in the
413 interpreting this Agreement. Recipient shall not use the Program in violation of local
414 and other applicable laws including, but not limited to, the export control laws of the
423 2. Cadence Design Systems, Inc.
428 Trademark Usage Policy
434 2. Open SystemC Initiative
438 4. SystemC Graphic Logo
440 5. All logos that incorporate the foregoing word marks
443 II. PROPER USE OF MARKS
445 Trademarks and service marks function as adjectives and generally should not be used as
446 nouns or verbs. Accordingly, as often as possible, the Marks should be used as adjectives
447 immediately preceding the generic noun that refers to the service in question. For example:
449 The SystemC™ software
452 No Possessives or Plurals. Since they are not nouns, the Marks should never be used in the
453 possessive or plural forms. For example, it is not appropriate to write “SystemC’s software.”
455 No Use as Verbs or as Puns. The Marks should never be used as verbs or as puns.
458 III. PROPER ATTRIBUTION
460 Trademark ownership is attributed in two ways, with the use of a symbol (TM, SM, ®) after the mark
461 and with a legal legend, usually found at the end of a document following the copyright notice.
462 Following are OSCI’s rules for symbols and legends to attribute the Marks:
466 Which Symbol Do I Use?
467 The Marks generally function as trademarks rather than servicemarks. Unless you are
468 specifically directed otherwise, please use the ™ or ® symbol after the Marks.
470 Where Do I Place the ® Symbol?
471 The ™ or ® symbol is placed immediately after the mark, either in superscript or subscript.
473 When Do I Use the Symbol?
474 The ™ or ® symbol is to be used after the Marks in the following instances:
476 Most Prominent Uses : A ™ or ® symbol is required after prominent uses of the Marks, e.g., in
477 the headlines and large print text of web pages, advertisements, other promotional materials
478 and press releases, except where space limitations or specific style considerations prevent
479 compliance with this requirement.
481 First Use in Text: A ™ or ® symbol is required after the first use of each Mark in text, e.g.
482 advertising copy or the body of press releases, even though the symbol may have already
483 appeared in the headline or after another prominent use of the mark in the same document.
485 All Logos: The ™ or ® symbol must appear after all logos incorporating the Marks.
490 All Marks that appear on a web page or in a press release, advertisement or other written
491 material (whether in print or electronic form) must be attributed in an appropriate legend. The
492 legend may be presented in “mouseprint” but must be large enough to be read easily. Legends
493 generally appear at the end of a document or the bottom of a web page but may be placed
494 elsewhere, e.g. the inside cover of documentation.
496 The OSCI Legend: The following legend should be used in all materials in which any of the
499 [Insert the Marks] are trademarks or registered trademarks of Open SystemC Initiative, Inc. in
500 the United States and other countries and are used with permission.
503 V. MARKS NEVER COMBINED
505 The Marks should never be combined with the marks of any business other than OSCI. The
506 Marks should always appear visually separate from any other marks appearing in the same
507 materials such that each mark creates a distinct commercial impression. It would, for instance,
508 not be appropriate to superimpose the logo of another business over any OSCI logo.
513 Logos incorporating the Marks can only be used in the format provided to you by OSCI for
514 incorporation into your materials or web pages. The logos provided to you by OSCI cannot be
515 modified in any way without OSCI’s prior written approval. Logos copied from OSCI web pages
516 or other materials may not to be used. Please contact webmaster@systemc.org to obtain
517 electronic files containing the OSCI logos and to ask any questions regarding the logos.