End-User Support Terms ("Terms")
This is a legal agreement concerning support services (as described below) between the company ordering support services (“Customer”) and the Mentor Graphics entity that issued the corresponding quotation or, if no quotation was issued, the applicable local Mentor Graphics entity (“Mentor Graphics”).
Mentor Graphics’ End-User License Agreement, Embedded Software and Hardware License Agreement, or a valid purchase and license agreement which is physically signed by Customer and Mentor Graphics (in either case “Agreement”) applies to Customer’s use of Mentor Graphics products, including software and any updates, modifications and revisions (“Software”) and hardware acquired under the Agreement (collectively “Products”).
If Customer orders support services, the following Terms shall also apply, unless the Agreement contains terms specifically applicable to the support services ordered, in which case the Agreement shall apply to the extent of any conflict. Support services vary depending on the service plan purchased. Specific support levels, hours of support availability, the number of eligible contacts, any response time options and any technical support options and guidelines are described in Mentor Graphics’ current published support documentation, which is subject to change without notice.
1. Support. Subject to these Terms and upon receipt of Customer’s payment or commitment to pay for support services for the applicable Products, Mentor Graphics will provide the support services identified in the applicable quotation or, if no quotation was issued, identified in the applicable signed agreement (in either case “Order”).
2. Technical Coordinators. For each site covered, Customer will provide Mentor Graphics with names, addresses, telephone and e-mail contact information for a technical coordinator and alternate who have a working knowledge of the supported Products, and may submit service requests for the site. Customers will notify Mentor Graphics of any changes to this information as soon as reasonably possible. Only Customer’s employees and authorized on-site contractors, excluding Mentor Graphics competitors, who use the supported Products may contact Mentor Graphics for support services. Support services are limited to the Products and the Customer site(s) identified in the Order and may not be shared across sites even if those groups routinely share internal support mechanisms such as Customer operated help desks or system administrators.
3. Software Support.
- 3.1 If Software support services include technical support, and Customer has reported a problem to Mentor Graphics’ support center, Mentor Graphics shall use reasonable efforts to correct any Software errors or provide work-around solutions. Mentor Graphics’ technical support will consist of providing Customer with technical advice or shipping replacement or modified Software to Customer.
- 3.2 To enable Mentor Graphics to respond to certain Software problems, Mentor Graphics may require that Customer furnish Mentor Graphics with a test case and sufficient documentation to allow recreation of the Software problem.
- 3.3 If support services include Software updates, Customer shall be entitled to receive for each supported site one copy of each applicable Software update, if any, that Mentor Graphics releases during the support term. Mentor Graphics is not required to alter or upgrade any third party software, including operating system software, to support Software updates. Mentor Graphics may, at its sole discretion, substitute products with similar functionality and features for discontinued Software.
- 3.4 For the avoidance of doubt, if Customer provides any feedback or requests any change or enhancement to Software in the course of receiving support services, any inventions, product improvements, modifications or developments made by Mentor Graphics (at Mentor Graphics’ sole discretion) will be the exclusive property of Mentor Graphics.
4. Hardware Support.
- 4.1 Support services for hardware include providing technical advice to Customer by telephone or e-mail and using reasonable efforts to repair or replace malfunctioning hardware. Mentor Graphics will provide parts and remedial support services to keep the hardware in good operating condition. A Mentor Graphics engineer or service technician will commence appropriate action after Customer’s technical coordinator notifies Mentor Graphics’ support center and describes the hardware malfunction in sufficient detail.
- 4.2 In order to perform testing and fault isolation with minimal system interruption, Mentor Graphics may request, and Customer will not unreasonably withhold its permission to allow, remote log-in access for the purpose of running diagnostics to detect failures. To implement such support services, Mentor Graphics may establish and test remote system log-in access to hardware during installation or when performing maintenance.
- 4.3 Replacement hardware may include either new or refurbished hardware at Mentor Graphics’ sole discretion. Replaced hardware or parts are the property of Mentor Graphics. If Customer does not return replaced hardware or parts within 30 days from receipt of the replacement, Mentor Graphics will invoice Customer and Customer shall pay the current list price. For some products or support options, Customer shall replace the malfunctioning part with the appropriate part included in the standard maintenance kit provided by Mentor Graphics with the hardware, and Customer will return the malfunctioning part to Mentor Graphics for replacement as noted above.
- 4.4 If Customer has purchased services that include installation or on-site support, or Mentor Graphics, at its sole discretion, deems that on-site support is necessary, Mentor Graphics may provide on-site services and shall have full and free access to and use of any hardware, at a time mutually agreed by Customer and Mentor Graphics.
5. Reports. Any reports or recommendations that Mentor Graphics provides to Customer (for example as part of any premium support offering such as on-site mentoring or model validation services) will be based on information that Mentor Graphics obtains from Customer. Accordingly, Mentor Graphics makes no representations as to the accuracy or completeness of such reports, and statements made in such reports regarding the results of implementation of any recommendations are provided as guidelines and estimates only, to be used at Customer’s sole discretion.
- 6.1 Mentor Graphics reserves the right to inspect Products and to set minimum configuration requirements for Products to be eligible for support. Mentor Graphics reserves the right to decline to support any Product that: (a) has not been on continuous support; (b) has been modified or repaired by Customer or a third party without Mentor Graphics’ prior written consent; or (c) has exceeded its reasonable life expectancy. If Mentor Graphics rejects a Product for support, Customer shall be responsible for all charges to restore that Product to a condition acceptable to Mentor Graphics prior to commencement of support.
- 6.2 Mentor Graphics’ Software support obligations apply for a period of two years from the date of first general customer release, and only to the extent the Software is still generally available from and supported by Mentor Graphics.
- 6.3 Support services do not include: (a) services connected with the installation, configuration, relocation or reconfiguration of Products (except in the case of certain hardware support offerings, as may be specifically agreed by Mentor Graphics in the Order); (b) supplies, accessories or media; (c) support of third party operating system software, other than that provided by Mentor Graphics; (d) service resulting from (i) neglect, misuse, or accidental damage, (ii) modification of Products or the use of Products with computer hardware or materials that do not meet Mentor Graphics’ specifications, (iii) the failure of Customer to provide and maintain a suitable installation environment including but not limited to proper electrical power, air conditioning or humidity control, (iv) the use of Products for other than the purpose for which they were designed, or (v) electrical work external to Products; or (e) the support of software developed by Customer, developed by Mentor Graphics at Customer’s request or obtained from third parties, or the support of any other items which are not standard, generally supported products provided by Mentor Graphics.
7. Third Party Materials. To the extent Customer provides to Mentor Graphics any test case or other information or materials licensed to Customer by a third party, or in which a third party otherwise has intellectual property rights (collectively “Third Party Materials”), Customer shall ensure that Mentor Graphics has the right to use the Third Party Materials on Customer’s behalf. Mentor Graphics shall limit its use of Third Party Materials to support services performed for Customer. Customer will indemnify Mentor Graphics against any claim, expense, or liability of any kind arising out of Mentor Graphics’ use of Third Party Materials on Customer’s behalf.
8. Relocation. Customer will provide Mentor Graphics with advance written notice of the relocation of any Product covered by support services. The relocation will be subject to Mentor Graphics’ prior written approval and its current policies and charges regarding Product relocation and/or transfers.
9. Cancellation. Customer may cancel support services only at the time of its annual support contract renewal with 60 days prior written notice unless (a) otherwise specified in the Order, or (b) Customer has purchased non-cancelable premium support services. Mentor Graphics may cancel support services if Customer fails to comply with these Terms or to pay for the services when due and such failure continues for a period of 30 days from the date of written notice from Mentor Graphics.
10. Confidentiality. Customer shall take appropriate action to protect the confidentiality of Products and ensure that any person permitted access does not disclose or use Products except as permitted by the Agreement. Log files, data files, rule files and script files generated by or for the Software (collectively “Files”), including without limitation files containing Standard Verification Rule Format (“SVRF”) and Tcl Verification Format (“TVF”) which are Mentor Graphics’ proprietary syntaxes for expressing process rules, constitute or include confidential information of Mentor Graphics. Customer may share Files with third parties, excluding Mentor Graphics competitors, provided that the confidentiality of such Files is protected by written agreement at least as well as Customer protects other information of a similar nature or importance, but in any case with at least reasonable care. Customer may use Files containing SVRF or TVF only with Mentor Graphics products. Under no circumstances shall Customer use Products or Files or allow their use for the purpose of developing, enhancing or marketing any product that is in any way competitive with Products, or disclose to any third party the results of, or information pertaining to, any benchmark.
11. Export. The Products, including for the avoidance of doubt any Software updates, modifications, revisions, patches, workarounds and custom code which may be provided hereunder, are subject to regulation by local laws and European Union (“E.U.”) and United States (“U.S.”) government agencies, which prohibit export, re-export or diversion of certain products, information about the products, and direct or indirect products thereof, to certain countries and certain persons. Customer agrees that it will not export or re-export Products in any manner without first obtaining all necessary approval from appropriate local, E.U. and U.S. government agencies. If Customer wishes to disclose any information to Mentor Graphics that is subject to any E.U., U.S. or other applicable export restrictions, including without limitation the U.S. International Traffic in Arms Regulations (ITAR) or special controls under the Export Administration Regulations (EAR), Customer will notify Mentor Graphics personnel in advance of each instance of disclosure that such information is subject to such export restrictions.
12. Assignment. Mentor Graphics may delegate any of its duties to an affiliated Mentor Graphics entity. No such delegation shall relieve Mentor Graphics of its obligations hereunder. To the maximum extent permitted by applicable law, the rights and duties hereunder may not be sublicensed, assigned or otherwise transferred by Customer without Mentor Graphics’ prior written consent. Without limiting the foregoing, to the extent any resale of a supported Software license is found by a court of competent jurisdiction to be permissible under mandatory local law or directive, the resale purchaser shall have no right whatsoever to receive any support services, including without limitation subsequent updates, unless otherwise expressly agreed in writing by Mentor Graphics. Mentor Graphics Corporation and Mentor Graphics (Ireland) Limited may be third party beneficiaries hereunder with the right to enforce the obligations set forth herein.
13. General; Miscellaneous. The controlling law set forth in the Agreement shall apply. These Terms, the Agreement, and the Order contain the parties’ entire understanding relating to the subject matter and supersede all prior or contemporaneous agreements. Any additional or conflicting terms and conditions appearing on any purchase order or presented in any electronic portal or other automated order management system, whether or not required to be electronically accepted, will not be effective unless agreed in writing and physically signed by an authorized representative of Mentor Graphics. These Terms may only be modified in writing, signed by an authorized representative of each party. Waiver of terms or excuse of breach must be in writing and shall not constitute subsequent consent, waiver or excuse.