END-USER LICENSE AGREEMENT THIS END-USER LICENSE AGREEMENT is between PDF Solutions, Inc. ("Vendor") and you and your company ("You" or "Your"). You may download and install the Vendor's software application(s), and/or third party software available together therewith, for which you have a valid license file (such proprietary and third-party applications, collectively as used herein, the "Software"), if You accept this End-User License Agreement (the "EULA"). By clicking the "I ACCEPT" button located on this page, You accept. If you do not agree with all the terms of this EULA and do not agree to be bound by this EULA, please click the "I DECLINE" button. 1. SOFTWARE LICENSE 1.1 Grant of License. Subject to the terms and conditions of this EULA, Vendor hereby grants to You a non-exclusive, non-transferable license (without the right to sublicense): (a) to install a copy of the Software at the customer site stated in the quotation or license file issued by Vendor; (b) to access, copy, run and otherwise use (by local access or WAN) the Software and all related documentation (the "Documentation") only in accordance with its intended purpose and the other terms and conditions of this EULA by up to the number of concurrent users, named users, or tools as set forth in the quotation or license file issued by Vendor, as applicable, and only for the purposes of data analysis and yield management of Your semiconductor manufacturing processes at such site in the ordinary course of Your business; and (c) to make a copy the Software for archival or backup purposes, and to make a sufficient number of copies of Documentation for the authorized use stated in subsection (b) above. 1.2 Restrictions. You will not copy or use the Software or Documentation except as expressly permitted by this EULA. You will not install the Software at any location other than such site. You will not relicense, sublicense, rent, lease or make accessible to any third party the Software, or use the Software for third-party training, commercial time-sharing or service bureau use. You will not, and will not permit any third party to, reverse-engineer, disassemble or decompile the Software, except if, and then only to the extent, expressly permitted by applicable law, and then only after You have notified Vendor in writing of Your intended activities. You will not modify the Software, or use the Software on multiple processors without the prior written consent of Vendor. Vendor retains all right, title and interest in and to the patent, copyright, trademark, trade secret and any other intellectual property rights in the Software and any derivative works thereof, subject only to the limited licenses set forth in this EULA. You do not acquire any other rights, express or implied, in the Software other than those rights expressly granted under this EULA. The Software and Documentation are the confidential information of Vendor. You will not disclose the Software or Documentation to any third parties, or any employee or individual contractor otherwise permitted to use the Software that is not bound to You by confidentiality obligations no less restrictive than those herein. You will use reasonable efforts to protect against the unauthorized disclosure or use of the Software and Documentation. No third-party licensee to Vendor has any obligation or liability to You under this EULA. 2. SUPPORT Except as stated in the quotation or valid license file issued by Vendor, Vendor has no obligation to provide support, maintenance, upgrades, modifications or new releases under this EULA. In the event of such support or maintenance, Vendor will provide You with updates only if, as and when Vendor makes any such updates generally available during any maintenance and support periods for which You have paid the applicable fees. 3. DISCLAIMER OF WARRANTIES; REMEDIES 3.1 Disclaimer. VENDOR MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SOFTWARE, DOCUMENTATION, OR OTHERWISE RELATED TO THIS EULA. WITHOUT LIMITING THE FOREGOING, VENDOR EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. 3.2 Limitation of Liability. Vendor's entire liability to You for damages or other amounts related to the Software, Documentation, or any other aspect of this EULA shall not exceed the license fees paid by You to Vendor hereunder. IN NO EVENT SHALL VENDOR BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, ANY DAMAGES FOR LOST PROFITS, LOST DATA OR LOST BUSINESS, OR ANY OTHER INDIRECT DAMAGES, EVEN IF VENDOR HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. 3.3 Applicability. This Section 3 is an essential element of the bargain between Vendor and You and applies regardless of whether a claim is in contract, tort, or otherwise or a remedy fails in its essential purpose. 4. TERMINATION This EULA is effective from the date You first accept it or download the Software (whichever is earlier) until terminated. Vendor may terminate this EULA at any time upon Your breach of payment obligations or of this EULA. Upon termination of this EULA, You will cease all use of the Software, return to Vendor or destroy the Software and all Documentation and related materials in Your possession, and upon Vendor's written request, certify compliance with the foregoing to Vendor. Except for the license granted herein or as otherwise expressly provided herein, the terms of this EUAL will survive termination. 5. GENERAL TERMS 5.1 Law. This EULA and all related matters will be governed by the internal laws of the State of California excluding choice of law rules. This EULA will not be governed by the United Nations Convention on Contracts for the International Sales of Goods. In the event of any unresolved dispute between Vendor and You relating to this EULA, You consent to the jurisdiction and venue of the state or federal courts for Santa Clara County, California. 5.2 Severability and Waiver. If any provision of this EULA is held unenforceable, such provision will be enforced to the extent enforceable consistent with the parties' intent, or, if incapable of any such enforcement, will be deemed severed, while the remainder of this EULA will continue in full force and effect. A party's waiver of any breach hereunder will not constitute a waiver of any other or subsequent breach. 5.3 No Assignment. You may not assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law, change of ownership or otherwise, this EULA or any rights or obligations under this EULA without the prior written consent of Vendor. Any such purported assignment, by You will be null and void. Subject to the foregoing, this EULA will be binding upon and will inure to the benefit of the parties and their respective successors and assigns. 5.4 Logs. Upon Vendor's request, You will provide Vendor with quarterly automated logs of Software usage from the license manager utility. 5.5 Export Administration. You warrant that You will comply in all respects with all U.S. export and re-export restrictions that may apply to the Software or Documentation provided under this EULA and the direct product thereof. 5.6 Entire Agreement. In the absence of any written and signed agreement between the parties regarding the Software, this EULA with the associated quotation or valid license file issued by Vendor constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter herein. For the avoidance of doubt, in the event of a written, signed software license or other definitive agreement between You and Vendor covering the Software, although You may "accept" this EULA to download the Software this EULA is of no effect. This EULA may not be modified or amended except in a writing signed by a duly authorized representative of each party; no other act, document, usage or custom will be deemed to amend or modify this EULA. It is expressly agreed that the terms of this EULA will supersede the conflicting terms in any purchase orders or other ordering documents, which such terms are hereby expressly rejected. BY CLICKING ON THE "I ACCEPT" BUTTON BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS EULA AND AGREE TO BE BOUND BY IT.
