** Xilinx designs and software copyright Xilinx, Inc. and its Affiliates Modifications and AWS designs copyright Amazon Web Services and its Affiliates All Rights Reserved. AWS F1.A.1.4 Shell License Agreement THIS IS AN AGREEMENT BETWEEN YOU AND AMAZON WEB SERVICES, INC. (WITH ITS AFFILIATES, "AWS" OR "WE") THAT GOVERNS YOUR USE OF THE AWS F1.A.1.4 SHELL (TOGETHER WITH ANY UPDATES AND UPGRADES TO IT, AND ACCOMPANYING DOCUMENTATION, THE ÒSOFTWAREÓ) THAT WE MAKE AVAILABLE TO YOU. IF YOU DOWNLOAD, INSTALL, OR USE THE SOFTWARE, YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT AND REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND YOURSELF OR THE ENTITY YOU REPRESENT TO THIS AGREEMENT. 1. Use of the Software We hereby grant you a personal, limited, nonexclusive, non-transferable, non-sublicenseable, revocable, royalty-free, worldwide license during the term of this Agreement to install and use the Software solely for developing, porting, synthesizing, testing, verifying, executing, and supporting designs only for use on AWS F1 instances. You may not use the Software if you do not have an account in good standing with AWS. Some components of the Software (whether developed by AWS or third parties) may also be governed by applicable third party software licenses located in the software component's source code. Your license rights with respect to these individual components are defined by the applicable third party software license, and nothing in this Agreement will restrict, limit, or otherwise affect any rights or obligations you may have, or conditions to which you may be subject, under such third party software licenses. ÒAWS ServicesÓ means each of the services made available by AWS as may be updated by AWS from time to time in its sole discretion at https://aws.amazon.com/service-terms/ and are subject to your AWS Customer Agreement or AWS Enterprise Agreement. For clarity, use of the AWS FPGA Developer AMI is subject to the terms and conditions outlined in the product End User License Agreement: https://d7umqicpi7263.cloudfront.net/eula/product/40257ab5-6688-4c95-97d1-e251a40fd1fc/d8989a70-d2f8-4816-b6cf-099c57431245.txt. 2. Limitations You may not, and you will not encourage, assist or authorize any other person to (a) sell, hypothecate, rent, lease, lend, loan, time-share, distribute, act as a service bureau, publicly communicate, transform, or sub-license the Software or otherwise assign or transfer any rights to the Software in whole or in part, (b) modify, alter, tamper with, repair, or otherwise create derivative works of the Software, (c) reverse engineer, disassemble, or decompile the Software or apply any other process or procedure to derive the source code of any software included in the Software, (d) remove, alter, or obscure any product identification, ownership, or intellectual property rights notices on or in the Software, or (e) access or use the Software or the AWS Service in a way intended to avoid incurring fees or exceeding usage limits or quotas. All rights granted to you are conditioned on your continued compliance with this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement or the AWS Customer Agreement or AWS Enterprise Agreement, including any failure to remit timely payment for the Software or the AWS Service. You will not use the Software with any software or other materials that are subject to licenses or restrictions (e.g., open source software licenses) that, when combined with the Software, would require us to disclose, license, distribute or otherwise make all or any part of such Software available to anyone. You will not remove, modify, or obscure any copyright, patent, trademark or other proprietary or attribution notices on or in any Software. 3. Reservation of Rights You may not use the Software for any illegal purpose. The Software is the intellectual property of AWS or its licensors. The Software is protected by applicable law, including without limitation copyright laws and international treaty provisions. Except for the rights expressly granted to you in this Agreement, all right, title and interest in the Software are reserved and retained by AWS and our licensors. You do not acquire any intellectual property or other rights in the Software as a result of downloading, installing, or using the Software. 4. Updates In order to keep the Software up-to-date, we may offer automatic or manual updates at any time. If we elect to provide maintenance or support of any kind, we may terminate that maintenance or support at any time without notice to you. 5. Termination You may terminate this Agreement at any time by uninstalling and destroying all copies of the Software that are in your possession or control. This Agreement (including any rights granted to you under this Agreement) will immediately and automatically terminate without notice from us if (a) you fail to comply with any term or condition of this Agreement or any other agreement you have with AWS, or (b) you fail to make timely payment for any AWS Service. In the case of termination, you must cease all downloading, installation, and use of the Software and uninstall and destroy all copies of the Software that are in your possession or control. We may modify, suspend, discontinue, or terminate your right to use part or all of the Software at any time without notice to you, and in that event we may modify the Software to make it inoperable. AWS will not be liable to you should it exercise those rights. Our failure to insist upon or enforce your strict compliance with this Agreement will not constitute a waiver of any of our rights. No waiver of any provision of this Agreement shall be effective unless in writing. 6. Disclaimer of Warranties and Limitation of Liability a. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT INSTALLATION AND USE OF, AND ANY OTHER ACCESS TO, THE SOFTWARE IS AT YOUR SOLE RISK. THE SOFTWARE IS DELIVERED TO YOU ÒAS ISÓ WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND AWS, ITS LICENSORS AND DISTRIBUTORS, AND EACH OF THEIR RESPECTIVE AFFILIATES AND SUPPLIERS (COLLECTIVELY, THE ÒRELEASED PARTIESÓ) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY A RELEASED PARTY OR AN AUTHORIZED REPRESENTATIVE OF A RELEASED PARTY WILL CREATE A WARRANTY. THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. b. TO THE EXTENT NOT PROHIBITED BY LAW, NO RELEASED PARTY WILL BE LIABLE TO YOU FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY RELATED TO THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY DAMAGES ARISING OUT OF LOSS OF PROFITS, REVENUE, DATA, OR USE OF THE APPLICATION, EVEN IF A RELEASED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, ANY RELEASED PARTYÕS AGGREGATE LIABILITY UNDER THE AGREEMENT WILL BE LIMITED TO $50.00. THE LAWS OF CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. 7. Indemnification You are liable for and will defend, indemnify, and hold harmless the Released Parties and their officers, directors, agents, and employees, from and against any liability, loss, damage, cost, or expense (including reasonable attorneysÕ fees) arising out of your use of the Software, violation of the Agreement, violation of applicable law, or violation of any right of any person or entity, including without limitation intellectual property rights. 8. Compliance with Laws; Export Regulations You will comply with all export and re-export restrictions and regulations of the United States Department of Commerce and other United States and foreign agencies and authorities that may apply to the Software, and not to transfer, or encourage, assist, or authorize the transfer of the Software to a prohibited country or otherwise in violation of any applicable restrictions or regulations. 9. U.S. Government End Users The Software is provided to the U.S. Government as Òcommercial items,Ó Òcommercial computer software,Ó Òcommercial computer software documentation,Ó and Òtechnical dataÓ with the same rights and restrictions generally applicable to the Software. If you are using the Software on behalf of the U.S. Government and these terms fail to meet the U.S. GovernmentÕs needs or are inconsistent in any respect with federal law, you will immediately discontinue your use of the Software. The terms Òcommercial item,Ó Òcommercial computer software,Ó Òcommercial computer software documentation,Ó and Òtechnical dataÓ are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement. 10. Amendment We may amend this Agreement at our sole discretion by posting the revised terms on the AWS website (aws.amazon.com) or within the Software. Your continued use of the Software after any amendment's effective date evidences your agreement to be bound by it. If you do not agree to a change, you must stop using the Software and terminate this Agreement. 13. Conflicts In the event of any conflict or inconsistency among the terms and conditions of this Agreement and the existing AWS Customer Agreement or your AWS Enterprise Agreement, such conflict or inconsistency will be resolved by giving precedence to this Agreement. 14. Entire Agreement and Severability This is the entire agreement between AWS and you regarding the Software and supersedes all prior understandings regarding such subject matter (including any Evaluation Agreement). If any term or condition of this Agreement is deemed invalid, void, or for any reason unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining term or condition.