End User Licence Agreement

This End User Licence Agreement (the "Agreement") is between Lumees Lab, [registered address to be added] ("Lumees Lab", "we") and the company, institution or person that installs or uses the Software ("you"). If you accept it on behalf of an organisation, you confirm you are authorised to bind that organisation.

By installing or using the Software you accept this Agreement. If you do not accept it, do not install or use the Software.

If you and Lumees Lab have signed a licence, evaluation, test partner or other agreement covering the Software, that agreement prevails where it differs from this one.

1. Definitions

• Software: Lumina and its parts (including Lumina Sim, Lumina Lint, Lumina CDC, Lumina Formal, Lumina Reg, Lumina Spice and Lumina Protect), their command-line tools, libraries, APIs, editor extensions and servers, licence keys, documentation, and any updates we provide.
• Licence Key: the file, key or licence-server entitlement that enables the Software and sets its scope: the features, number of seats, term and any other limits.
• Order: a quote, order, invoice, evaluation or partner agreement, or email from us that sets out the scope of your licence.
• Your Designs: the source code, netlists, constraints, testbenches, models and other material you process with the Software, and the results the Software produces from them.
• Early-Access Release: any version we describe as alpha, beta, preview, early access, evaluation or test partner software, or that is provided without charge.

2. Licence

Subject to this Agreement and to payment of any fees due, we grant you a non-exclusive, non-transferable, non-sublicensable licence, for the term and within the scope of your Licence Key and Order, to:

1. install the Software on computers you control, and on a licence server for floating licences;
2. use it for your internal design, verification and research work, by your employees and by contractors working on your behalf who are bound by obligations at least as protective as these; and
3. make a reasonable number of copies for backup.

Where no Order sets a scope, the licence is for internal evaluation only, for the period the Licence Key allows.

3. Restrictions

Except where this Agreement or the law expressly permits it, you must not:

• copy, modify, translate or create derivative works of the Software;
• reverse engineer, decompile or disassemble the Software, or try to derive its source code, except to the extent the law allows despite this restriction;
• circumvent, disable or tamper with licence keys, licence checks or the IEEE 1735 protection of encrypted material;
• use the Software beyond the seats, features or term of your licence, or share a Licence Key outside your organisation;
• rent, lease, lend, sell, sublicense or distribute the Software, or offer it to third parties as a hosted service;
• use the Software to build a competing product;
• publish benchmark or comparison results about the Software without our prior written consent; or
• remove or change any notices of ownership.

4. Your Designs and your data

Your Designs belong to you. This Agreement gives Lumees Lab no rights in them. You are responsible for having the rights to process Your Designs, including third-party IP, with the Software.

If you choose to send us Your Designs, logs or test cases, for example to report a problem, we will use them only to support you and to improve the Software, keep them confidential, and delete them on your request, unless a signed agreement says otherwise.

5. AI agents and automation

The Software can be driven by scripts and by AI agents you connect to it. You are responsible for the agents and tools you connect, for what they do with the Software and with Your Designs, and for reviewing the results before relying on them.

6. Early-Access Releases

Early-Access Releases may be incomplete, contain errors, change or be withdrawn at any time, and may not be suitable for production or sign-off use. Features described as Planned are not part of the Software until released. Early-Access Releases are provided "as is" under section 10, and section 11's liability cap for them is the lower amount stated there.

7. Feedback

If you give us suggestions, bug reports or other feedback, we may use it freely to improve our products, without obligation to you. We will not identify you or disclose Your Designs in doing so without your permission.

8. Confidentiality

The Software, its documentation, licence terms, pre-release information and any results of your evaluation are our confidential information. Keep them confidential, use them only under this Agreement, and protect them at least as carefully as your own confidential information. This does not cover information that is public through no fault of yours, that you already had or developed independently, or that you must disclose by law.

9. Third-party and open-source components

The Software includes components licensed by third parties, including open-source software. Their licences, listed in the Software's documentation or notices, apply to those components and prevail over this Agreement where they require it. Standard verification libraries and other material you supply remain under their own licences.

10. Warranty

For paid licences, we warrant that the Software will perform substantially as its documentation describes for 90 days from delivery. If it does not, and you tell us within that period, we will, at our choice, correct the problem, replace the Software, or end the licence and refund the fees paid for it. That is your only remedy under this warranty.

Except as stated above, and as far as the law allows, the Software is provided "as is", without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the Software is free of errors, or that it will find every defect in a design. The Software assists engineering judgement; it does not replace it. You remain responsible for verifying your designs and for decisions to manufacture, release or certify them.

The Software is not qualified for use as a tool in safety certification under standards such as DO-254 or ISO 26262 unless a signed agreement says so.

11. Limitation of liability

As far as the law allows:

• neither party is liable to the other for indirect, incidental, special or consequential loss, or for loss of profit, revenue, data, goodwill or business, including the cost of a design respin or of substitute products;
• each party's total liability under this Agreement is limited to the fees you paid for the Software in the 12 months before the claim arose; for Early-Access Releases and other licences provided without charge, our total liability is limited to 100 euros or the equivalent in your currency.

These limits do not apply to liability that cannot be limited by law, such as for death or personal injury caused by negligence or for fraud, or to breach of sections 3 or 8.

12. Term and termination

This Agreement lasts for the term of your Licence Key or Order, or until it ends under this section. Either party may end it if the other materially breaches it and does not cure the breach within 30 days of notice. We may end an Early-Access or evaluation licence at any time by notice. When it ends, you must stop using the Software and delete it and any Licence Keys. Sections 3, 4, 7, 8, 10, 11 and 14 survive.

13. Export control

The Software is subject to export control and sanctions laws. You must not export, re-export or transfer it, or use it, in breach of those laws, including for prohibited end uses or by restricted parties.

14. General

• Governing law. This Agreement is governed by [the laws of the country of Lumees Lab's registered office, to be confirmed]. Disputes are for [the courts of that country, to be confirmed].
• Entire agreement. This Agreement, with your Order and any signed agreement under the introduction above, is the whole agreement about the Software.
• Assignment. You may not assign this Agreement without our consent, except to a successor of your whole business that accepts it.
• Changes. We may update this Agreement for future releases. The version that came with a release applies to it.
• Severability. If a provision is unenforceable, the rest stays in force.
• No waiver. Not enforcing a right is not a waiver of it.
• Notices. Send notices to legal@lumeeslab.com.