Altera Hardware Reference Design License Agreement

PLEASE REVIEW THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING OR
USING THIS ALTERA HARDWARE REFERENCE DESIGN. BY DOWNLOADING OR USING THIS HARDWARE
REFERENCE DESIGN, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS, WHICH
CONSTITUTE THE LICENSE AGREEMENT (the "AGREEMENT") BETWEEN YOU AND ALTERA
CORPORATION AND ALTERA'S SUBSIDIARIES ("ALTERA"). IN THE EVENT THAT YOU DO NOT
AGREE WITH ANY OF THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, COPY, OR USE THIS
REFERENCE DESIGN. THE REFERENCE DESIGN IS GOVERNED SOLELY BY THIS AGREEMENT AND
NOT BY ANY OTHER AGREEMENT OR LICENSE THAT YOU MAY HAVE WITH ALTERA, UNLESS SIGNED
BY AN AUTHORIZED OFFICER OF ALTERA.

IF YOU WISH TO PRINT OUT THIS AGREEMENT, YOU SHOULD HIGHLIGHT THIS TEXT, RIGHT-
CLICK, SELECT "COPY" THEN "PASTE" IT INTO A DOCUMENT IN YOUR WORD PROCESSING
PROGRAM.

Altera Device (s): means programmable logic devices and mask-programmable

logic devices designed, developed or manufactured by ALTERA.

Reference Design: means one or more hardware reference design files in source code
format (including simulation models (VHDL and Verilog HDL)) each designed to
implement a specific logic function into an Altera Device that are offered free-of-
charge by ALTERA; but expressly excluding any MegaCore(r) logic functions, any
design files provided in encrypted netlist or encrypted source code formats and any
design files provided under Altera's OpenCore and OpenCore(r) Plus programs, which
are subject to other applicable license agreements.

Licensed Products: means Altera Device(s) into which the Reference Design has
been incorporated pursuant to the terms of this License.

Licensee: means YOU.

1.0 License to the Reference Design:

1.1 Subject to the terms and conditions of this Agreement, ALTERA grants to
LICENSEE a single user, non-transferable, non-exclusive, perpetual license to use
the Reference Design in accordance with Section 1.2. The Reference Design, and the
algorithms, concepts, techniques, methods and processes embodied therein, are
proprietary to ALTERA and its Licensors. ALTERA and its Licensors retain all
rights with respect to the Reference Design, including any copyright, patent, and
other proprietary rights, not expressly granted herein.

1.2 LICENSEE may:

(a) design with, parameterize, compile, and route the Reference Design;

(b) modify such Reference Design and create derivative works thereof; and

(c) program Altera Devices with the Reference Design; LICENSEE is expressly
prohibited from using the Reference Design, in whole or part, or as modified by
LICENSEE, to program any programmable logic devices, field programmable gate
arrays, application specific integrated circuits, application specific standard
products or integrated circuits other than Altera Devices;

1.3 The Reference Design(s) may be used by any employee of LICENSEE. The
Reference Design(s) may not be copied to, installed on or used with any other
computer, or accessed or otherwise used over any network, without prior written
approval from ALTERA.
1.4 Any copies of the Reference Design made by LICENSEE under this Agreement
shall include all intellectual property notices, including copyright and
proprietary rights notices, appearing on such Reference Design. Any copy or portion
of the Reference Design, including any derivative works thereof, including any
portion merged into a design and any design or product that incorporates any
portion of the Reference Design, will continue to be subject to the terms and
conditions of this Agreement.

1.5 Except as otherwise provided in Section 10.0, LICENSEE may use, distribute,
sell, and or otherwise market Licensed Products developed in accordance with this
Agreement to any third party in perpetuity. LICENSEE may also sublicense its right
to use and distribute Licensed Products as necessary to permit LICENSEE's
distributors to distribute and LICENSEE's customers to use Licensed Products.

2.0 Reference Design License Restrictions: LICENSEE MAY NOT USE, COPY, MODIFY,
DISTRIBUTE, SUBLICENSE OR TRANSFER THE REFERENCE DESIGN, OR MERGED OR COMBINED
PORTION THEREOF, IN WHOLE OR IN PART, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS
AGREEMENT.

3.0 Altera's Licensors: The Reference Design may contain or be derived from
portions of code and documentation provided by third parties ("Licensors") under
license to ALTERA. None of the Licensors assume any liability regarding the
Reference Design or the use thereof.

4.0 Term: This Agreement is effective until terminated. LICENSEE may terminate it
at any time by destroying the Reference Design together with all copies, derivative
works and portions thereof in any form (including any portions merged into a design
or Licensed Product). It will also terminate immediately upon LICENSEE'S material
breach and upon conditions set forth elsewhere in this Agreement or if LICENSEE
fails to comply with any term or condition of this Agreement. Upon any termination
of this Agreement, the license and rights of LICENSEE under this Agreement shall
terminate, and LICENSEE shall destroy the Reference Design, including all copies,
derivative works and portions thereof in any form (including any portions thereof
merged into a design or Licensed Product), and certify the same to ALTERA upon
request except that in the event of termination of this Agreement, LICENSEE and
LICENSEE'S customers may continue to sell and use Licensed Products which have been
developed in accordance with this Agreement and shipped to LICENSEE'S end customers
prior to termination. In no event may any portion of the Reference Design be used
in development after termination. In the event of termination for any reason, the
rights, obligations, and restrictions under Sections 2, 3, 4, 6, 7, 8 and 9 shall
survive termination of this Agreement.

5.0 Payment: The Reference Design is being provided to LICENSEE at no cost.

ALTERA shall be compensated for any customization of a standard ALTERA Reference
Design as agreed upon in writing by the parties.

6.0 No Warranties, Support or Maintenance: THIS REFERENCE DESIGN IS PROVIDED TO

LICENSEE "AS-IS". LICENSEE ALSO AGREES THAT NEITHER ALTERA NOR ITS LICENSORS
PROVIDE MAINTENANCE OR SUPPORT FOR THE REFERENCE DESIGN. NO WARRANTIES,
REPRESENTATIONS OR GUARANTIES, EITHER EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO
THE REFERENCE DESIGN, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.
EXCEPT AS OTHERWISE DESCRIBED UNDER THIS AGREEMENT, LICENSEE ASSUMES THE ENTIRE
RISK AS TO THE QUALITY, COMPLETENESS AND PERFORMANCE OF THE REFERENCE DESIGN AND
ANY DESIGN OR LICENSED PRODUCT IN WHICH THE REFERENCE DESIGN MAY BE USED. SHOULD
THE REFERENCE DESIGN PROVE DEFECTIVE, ALTERA ASSUMES NO LIABILITY FOR ANY COST OF
ANY NECESSARY SERVICING, REPAIR, OR CORRECTION. Some jurisdictions do not allow
the exclusion of implied warranties, so the above exclusion may not apply to you in
full, but shall be interpreted to apply to the maximum extent permissible under
applicable law.

ALTERA AND ITS LICENSORS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE
REFERENCE DESIGN WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE
REFERENCE DESIGN WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ALSO ASSUME
RESPONSIBILITY FOR THE SELECTION OF THE REFERENCE DESIGN TO ACHIEVE YOUR INTENDED
RESULTS AND FOR THE INSTALLATION, USE, AND RESULTS OBTAINED FROM THE REFERENCE
DESIGN.

By making the Reference Design available, ALTERA expressly does not recommend,
suggest or require that this Reference Design be used in combination with any other
product not provided by Altera.

7.0 Limitations of Liability:

7.1 In no event shall the aggregate liability of ALTERA relating to this

Agreement or the subject matter hereof under any legal theory (whether in tort,
contract, or otherwise), including any liability for any loss or damages directly
or indirectly suffered by LICENSEE relating to the Reference Design(s), exceed One
US Dollar ($1.00).

7.2 IN NO EVENT SHALL ALTERA BE LIABLE UNDER ANY LEGAL THEORY, WHETHER IN TORT,
CONTRACT OR OTHERWISE (a) FOR ANY LOST PROFITS, LOST REVENUE OR LOST BUSINESS, (b)
FOR ANY LOSS OF OR DAMAGES TO OTHER SOFTWARE OR DATA, OR (c) FOR ANY INCIDENTAL,
INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES RELATING TO THIS AGREEMENT OR
THE SUBJECT MATTER HEREOF, INCLUDING BUT NOT LIMITED TO THE DELIVERY, USE, SUPPORT,
OPERATION OR FAILURE OF THE REFERENCE DESIGN, EVEN IF ALTERA HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
6.3 LICENSEE ACKNOWLEDGES THAT ALTERA HAS NO RESPONSIBILITY OR DUTY TO DEFEND,
INDEMNIFY OR HOLD LICENSEE HARMLESS FROM AND AGAINST ANY CLAIMS, SUITS,
PROCEEDINGS, DAMAGES, LOSTS, COSTS AND EXPENSES, BASED ON PATENT OR OTHER
INTELLECTUAL PROPERTY CLAIMS.

8.0 Governing Law, Jurisdiction, Attorneys Fees: All disputes, controversies,

and claims shall be decided under the laws of the State of California, USA
(including the substantive and procedural laws of the State of California), as
those laws are applied to agreements entered into and to be performed entirely
within California by California residents, excluding any choice of law rules. You
agree to submit to the exclusive jurisdiction of the courts in the County of Santa
Clara, State of California for the resolution of any dispute or claim arising out
of or relating to this Agreement. The parties hereby agree that the party who is
not the substantially prevailing party with respect to a dispute, claim, or
controversy relating to this Agreement shall pay the costs actually incurred by the
substantially prevailing party in relation to such dispute, claim, or controversy,
including attorneys' fees.

9.0 U.S. Government Restricted Rights: If LICENSEE is an agency or

instrumentality of the United States Government, the Reference Design and related
documentation are "commercial computer software" and "commercial computer software
documentation", and pursuant to FAR 12.212 or DFARS 227.7202, and their successors,
as applicable, use, reproduction and disclosure of the Reference Design and related
documentation are governed by the terms of this Agreement. Contractor/manufacturer
is Altera Corporation, 101 Innovation Drive, San Jose, CA 95134 and its Licensors.

10.0 General: Any attempt by LICENSEE to sublicense, assign, or otherwise

transfer this Agreement or the Reference Design except as expressly provided in
this Agreement is null and void. LICENSEE shall not export the Reference Design or
the direct product thereof, including any Licensed Products, without first
obtaining any necessary U.S. or other governmental licenses and approvals. This
Agreement is entered into for the benefit of ALTERA and its Licensors and all
rights granted to LICENSEE and all obligations owed to ALTERA shall be enforceable
by ALTERA. No amendment to this Agreement shall be effective unless it is in
writing signed by a duly authorized representative of both parties. The waiver of
any breach or default shall not constitute a waiver of any other right hereunder.
In the event that any provision of this Agreement is held by a court of competent
jurisdiction to be legally ineffective or unenforceable, such provision shall be
reformed only to the extent necessary to make it enforceable and the validity of
the remaining provisions shall not be affected. The article headings throughout
this Agreement are for reference purposes only and the words contained therein
shall not be construed as a substantial part of this Agreement and shall in no way
be held to explain, modify, amplify, or aid in the interpretation, construction or
meaning of the provisions of this Agreement.

BY DOWNLOADING OR USING THE REFERENCE DESIGN, LICENSEE ACKNOWLEDGES THAT IT HAS

READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND
CONDITIONS. LICENSEE AND ALTERA FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT BETWEEN LICENSEE AND ALTERA, WHICH SUPERSEDES ANY
PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN
LICENSEE AND ALTERA RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

Altera Hardware Reference Design License Agreement (c) 2011 Altera Corporation.
All rights reserved. MegaCore and OpenCore are registered trademarks of Altera
Corporation.