LATTICE SEMICONDUCTOR CORPORATION
License Agreement

This is a legal agreement between you, the end user, and Lattice Semiconductor Corporation. By proceeding with the installation or use of the Software, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not use the Software, and promptly return the media package and all accompanying items (including written materials and binders or other containers) to the place you obtained them for a full refund.

Lattice Semiconductor Corporation ("Lattice") and the individual or entity acquiring the Software ("Licensee") agree as follows:

1. DEFINITIONS

"Software" means the computer program(s) in machine-readable form furnished to Licensee by Lattice, in whatever media and by whatever method, which are enabled for use pursuant to Lattice's software protection mechanism, and for which Licensee has paid all applicable license fees. Software includes any related update or upgrade programs that may be added from time-to-time.

2. SOFTWARE LICENSE

a. Lattice hereby grants to Licensee a non-exclusive, nontransferable license to use the Software for Licensee's internal purposes only on any computer possessed by Licensee on which the Software is designed to operate, such use to be in accordance with and subject to the terms and conditions of this Agreement.
b. Pursuant to this Agreement, Licensee may (a) physically transfer any Software from one computer to another provided that the Software is used on only one such computer at a time; and (b) make one (1) copy of the Software for Licensee's own use solely for backup or archive purposes. Licensee may also merge the Software (or a portion thereof) into any other software to form an updated work; provided that, upon termination of Licensee's license, the Software shall be completely removed from the updated work and treated as if permission to merge had never been granted. The use of any portion of the Software included in any such updated work remains at all times subject to the terms and conditions of this Agreement.
c. Licensee shall include Lattice's (and Lattice's suppliers', as applicable) copyrights, trademarks, and other proprietary notices on any copies and merged versions of the Software.
d. Licensee shall not distribute, copy, transfer, lend, incorporate, modify, or use the Software for any purpose except as expressly provided herein.
e. If Licensee fails to comply with the provisions of this Agreement, the License is automatically terminated.
f. Except for the rights expressly granted herein to Licensee, the title and all intellectual property rights in and to the Software and any copy of the Software which may be made by Licensee hereunder remain the sole and exclusive property of Lattice and/or Lattice's licensors.

3. LIMITED WARRANTY AND REMEDIES

a. Lattice warrants to Licensee that the media containing the Software will be free from defects in materials and workmanship under normal use and service for a period of ninety (90) days from the date of delivery. Lattice further warrants that the Software will substantially conform to Lattice's published specifications for the Software at the time of delivery for a period of ninety (90) days from the date of delivery.
b. During the 90-day warranty period, (1) Lattice will replace any Software not meeting the foregoing warranty and which is returned to Lattice; or (2) if Lattice is unable to deliver replacement Software which performs substantially in accordance with current program documentation or Software on a media which is free of defects in materials or workmanship, you may terminate this Agreement by returning the Software and your money will be refunded. Any replacement Software or media will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
c. Any products which are not returned to Lattice within the warranty period or which have been subject to accident, abuse, misuse, alteration, neglect, or unauthorized repair or installation are not covered by warranty.

4. WARRANTY DISCLAIMER

EXCEPT FOR THE ABOVE EXPRESSED LIMITED WARRANTIES, LATTICE MAKES NO WARRANTIES ON THE SOFTWARE, WHETHER EXPRESSED, IMPLIED, STATUTORY, OR IN ANY OTHER PROVISION OF THIS AGREEMENT OR COMMUNICATION WITH LICENSEE, AND LATTICE SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LATTICE DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE BY LICENSEE WILL BE UNINTERRUPTED OR ERROR FREE. LICENSEE ASSUMES RESPONSIBILITY FOR SELECTION OF THE SOFTWARE TO ACHIEVE ITS INTENDED RESULTS, AND FOR THE PROPER INSTALLATION, USE, AND RESULTS OBTAINED FROM THE SOFTWARE. EXCEPT FOR THE ABOVE EXPRESSED LIMITED WARRANTIES, LICENSEE ASSUMES THE ENTIRE RISK OF THE SOFTWARE PROVING DEFECTIVE OR FAILING TO PERFORM PROPERLY AND IN SUCH EVENT, LICENSEE SHALL ASSUME THE ENTIRE COST AND RISK OF ANY REPAIR, SERVICE, CORRECTION, OR ANY OTHER LIABILITIES OR DAMAGES CAUSED BY OR ASSOCIATED WITH THE SOFTWARE. LATTICE'S SOLE LIABILITY, AND LICENSEE'S SOLE REMEDY, IS SET FORTH ABOVE.

5. OBJECT CODE

Licensee shall not attempt to reverse translate, decompile or otherwise attempt to derive the source code of the Software. In the event any source code is explicitly licensed to Licensee as part of the Software, such as the ispCODE, such limitation will not apply to such source code. Licensee shall not alter or remove from the Software any copyright, trademark or other proprietary notices of Lattice and/or Lattice's licensors. Any use or attempted use of the Software in violation of the foregoing restrictions is a breach of the Agreement which will cause irreparable harm to Lattice, entitling Lattice to injunctive relief in addition to all legal remedies.

6. LIMITATION OF LIABILITY

a. Licensee agrees that Lattice's entire liability to Licensee and Licensee's sole remedy hereunder for any cause whatsoever, regardless of the form of the action, shall be limited to the price paid to Lattice for the Software.
b. IN NO EVENT WILL LATTICE OR ANY OF ITS SUPPLIERS BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY DAMAGES, INCLUDING ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING EXPENSES, LOST PROFITS, LOST SAVINGS, OR OTHER DAMAGES OF ANY SORT ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF LATTICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

7. DEFAULT AND TERMINATION

This Agreement will continue indefinitely, until and unless terminated; it will terminate automatically in the event Licensee fails to perform any of its obligations hereunder. Licensee may terminate this Agreement at any time by returning to Lattice the original and all copies of the Software or by destroying the Software together with all copies thereof, including all modifications and merged portions in any form. Upon termination of this Agreement for any reason, Licensee shall either return to Lattice the original and all copies of the Software, or, upon Lattice's request, destroy such original and copies and provide Lattice with written certification of their destruction.

8. EXPORT CONTROL AND U.S. GOVERNMENT RESTRICTED RIGHTS

Licensee shall not export the Software or the direct product thereof without first obtaining any necessary U.S. or other governmental licenses and approvals. The Software and any accompanying documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of Commercial Computer Software--Restricted Rights at 48 CFR 52.227-19, as applicable. Contractor/manufacturer is Lattice Semiconductor Corporation, 5555 NE Moore Court, Hillsboro, Oregon 97124 and its licensors.

9. GENERAL

This Agreement will be governed by the laws of the State of Oregon.

Licensee may not sublicense, assign, or transfer the License or the Software.

The prevailing party in any legal action or arbitration arising out of this Agreement shall be entitled to reimbursement for reasonable attorneys fees and expenses, in addition to any other rights and remedies such party may have.

This Agreement is the entire agreement between the parties and supersedes any other communications or prior agreements, oral or written, regarding the Software.

If any provision of this Agreement is held invalid, the remainder of the Agreement shall continue in full force and effect.

Please direct all inquiries, in writing, to Lattice Semiconductor Corporation, 5555 N.E. Moore Court, Hillsboro, Oregon 97124.

10. ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO LATTICE PROGRAMMING HARDWARE

Lattice programmers, ispDOWNLOAD cables, and other hardware sold for use in conjunction with Lattice software ("Programming Hardware") are designed and intended for use solely with semiconductor components manufactured by Lattice Semiconductor Corporation. Programming Hardware is warranted to meet Lattice Specifications only for a period of ninety (90) days; in all other respects the terms and conditions of sale of Programming Hardware shall be Lattice's standard terms and conditions set forth in Lattice's Sales Order Acknowledgement. Furthermore, Lattice Specifications for the ispDOWNLOAD cable limit its use to low-volume engineering applications only, and not for volume production use. As with all other Programming Hardware, Lattice shall not be liable for any use of the ispDOWNLOAD cable in production, or use of worn or improperly-installed hardware or use with incompatible systems or components.

LATTICE SEMICONDUCTOR CORPORATION License Agreement