Nilavon Subscription License Agreement

DRAFT 2026-11-14 - FOR REVIEW BY QUALIFIED COUNSEL BEFORE PUBLIC LAUNCH. Text in [square brackets] is a placeholder or a question for the owner and counsel. Remove this paragraph once reviewed.

This Subscription License Agreement (the “Agreement”) is between Nilavon [OWNER/COUNSEL: the legal name, form and address of the licensing entity] (“Nilavon”, “we”) and the person or organization that buys a subscription, starts a trial, or installs or uses the Software (“you”). If you accept this Agreement for an organization, you confirm that you may bind it. By installing, starting or using the Software you accept this Agreement. If you do not accept it, do not install or use the Software.

Nilavon Studio, the Nilavon engine and the nilavon command line program are proprietary commercial software. They are not open-source software, and no rights are granted except as expressly stated in this Agreement.

1. Definitions

“Software”: Nilavon Studio, the Nilavon engine, the nilavon command line program, their updates, and the documentation Nilavon provides with them, in object-code form.
“Subscription”: your paid right to use the Software for a Subscription Term, as described in an Order.
“Order”: the checkout page, order form, invoice or other ordering document that Nilavon accepts and that states your plan, the number of Authorized Users, the billing period, the fees and the Subscription Term.
“Subscription Term”: the period stated in the Order, including any renewal.
“Trial”: any free evaluation period that Nilavon offers, for the length stated when it starts.
“Authorized User”: an individual named by you, your employee or contractor, to whom you assign one of the seats in your Order.
“Your Content”: your RTL, specifications, plans, reviews, tests, simulation results, waveforms, reports, evidence packs and other files that you create or process with the Software.
“Third-Party Components”: software included with the Software that is licensed by others under its own terms (Section 9).

2. License grant

Subject to this Agreement and to payment of the fees, Nilavon grants you, for the Subscription Term, a limited, non-exclusive, non-transferable, non-sublicensable license to:

install the Software on computers that you own or control; and
let your Authorized Users use it for your internal business purposes, including professional and commercial design and verification work.

Each seat may be used by one Authorized User at a time. You may reassign a seat to a new Authorized User when the previous one no longer needs it, but you may not share a seat between people.

During a Trial, the same license applies, free of charge and for evaluation only, until the Trial ends or you buy a Subscription. [OWNER: confirm whether a Trial is offered and for how long.]

3. Subscription, fees and renewal

Fees, the billing period and the number of seats are those stated in your Order or on Nilavon’s pricing page at the time of purchase. Nilavon does not set prices in this Agreement.
Unless your Order says otherwise, a Subscription renews automatically for the same period unless you cancel it before the end of the current Subscription Term. Cancellation takes effect at the end of the period already paid for.
Nilavon may change its fees for a renewal by telling you at least 30 days before that renewal. [COUNSEL: confirm the notice period for the target markets.]
Fees exclude taxes; you pay any applicable taxes other than taxes on Nilavon’s income.
Fees are non-refundable except where the law requires a refund or your Order says otherwise. [OWNER/COUNSEL: refund policy, including any statutory cooling-off period for consumers.]
If a payment is overdue, Nilavon may suspend the license after telling you and giving you at least 14 days to pay.

4. Restrictions

Except where applicable law gives you a right that cannot be waived, you may not, and may not let anyone else:

use the Software beyond the number of seats, the plan or the Subscription Term in your Order, or after a Trial or Subscription ends;
copy the Software except as needed to install it under this Agreement or to keep one backup copy;
sell, rent, lease, lend, sublicense, distribute or host the Software for third parties, or offer it as a service;
modify, translate or create derivative works of the Software;
reverse engineer, decompile or disassemble any part of the Software, or try to derive its source code;
remove, bypass or interfere with any license check or usage limit; or
remove or alter any copyright, license, trademark or other proprietary notice.

5. Your Content

You own Your Content. Nilavon claims no right in it. The Software runs on your computers; Nilavon does not receive Your Content unless you send it to Nilavon yourself, for example in a support email. Reports, evidence packs and other outputs that you create during a Trial or Subscription are yours to keep and use after it ends. The Nilavon privacy statement (PRIVACY.md, packaged with the Software) says what the Software keeps on your computer and the only times it contacts a network.

6. AI features and third-party services

Some features (for example online planning and online General RTL drafting) are optional and send the data they list, before you agree, to an AI provider that you choose, using your own account and API key with that provider. Your use of that provider is governed by your agreement with it, and its charges are yours. Nilavon is not responsible for third-party services. Everything an AI feature produces is an unapproved proposal until you review and approve it.

7. Verification results and Beta features

The Software helps you check designs; it does not certify them. A passing simulation shows only that the executed checks passed. It does not establish adequate coverage, correct interpretation of a specification, protocol compliance, formal proof, sign-off readiness or general design correctness. You are responsible for reviewing results and for decisions you make based on them.

Features marked “Beta” (including General RTL and Local AI) are pre-release, are not qualified, and may change or be withdrawn. They are provided as described in Section 11.

8. Updates and support

During the Subscription Term you may install the updates that Nilavon makes available for your plan. The Software does not update itself. Nilavon provides support by email at hello@nilavon.com and uses reasonable efforts to answer. No service level applies unless your Order states one.

9. Third-party software

The Software includes or is distributed with Third-Party Components governed by their own license terms, including Electron and Chromium, CPython and its bundled libraries, cocotb, pyslang and Icarus Verilog (GPL-2.0-or-later). Those terms apply only to the corresponding Third-Party Components and are provided in THIRD_PARTY_NOTICES.md, THIRD_PARTY_LICENSES.txt, LICENSES.chromium.html, LOCAL_AI_RUNTIME_LICENSES.txt (where present) and the license files retained in the bundled Python environment. Nothing in this Agreement limits any right that a third-party license grants you directly, including any right to obtain the corresponding source code of GPL-licensed components.

10. Ownership and feedback

Nilavon and its licensors own the Software and all rights in it. This Agreement grants a license; it does not sell the Software or grant any trademark or patent right. If you send suggestions or feedback, Nilavon may use them without obligation to you.

11. Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NILAVON DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR THAT IT WILL FIND EVERY DEFECT IN A DESIGN. [COUNSEL: any limited warranty for paid plans, and consumer-law carve-outs.]

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

NILAVON AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF DATA, PROFITS, REVENUE, BUSINESS OR GOODWILL, INCLUDING ANY LOSS ARISING FROM A DESIGN DEFECT, RESPIN OR PRODUCTION DELAY; AND
NILAVON’S TOTAL LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SOFTWARE WILL NOT EXCEED THE FEES YOU PAID FOR THE SOFTWARE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM (OR, FOR A TRIAL, ZERO).

Nothing in this Agreement limits liability that cannot be limited by law.

13. Term and termination

This Agreement lasts while you have a Trial or an active Subscription. It ends when the Trial or Subscription Term ends without renewal, or earlier if Nilavon terminates it because you materially breach it and, where the breach can be fixed, you do not fix it within 30 days of notice. You may stop using the Software at any time. When the Agreement ends you must stop using the Software and delete it, except as the law requires you to keep it. Sections 4, 5, 9 to 12, 13 and 14 continue after it ends.

14. General

Export: you will comply with the export control and sanctions laws that apply to your use of the Software.
Changes: Nilavon may update this Agreement for future Subscription Terms by telling you before a renewal; the version in force when a Subscription Term starts applies to that term.
Assignment: you may not assign this Agreement without Nilavon’s written consent, except to a successor of your whole business.
Governing law and venue: [OWNER/COUNSEL: governing law and courts].
Entire agreement: this Agreement and your Order are the entire agreement about the Software. If they conflict, the Order wins.
Contact: hello@nilavon.com.