END USER LICENCE AGREEMENT FOR ARM SOFTWARE
THIS END USER LICENCE AGREEMENT ("LICENCE") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER A SINGLE INDIVIDUAL, OR SINGLE LEGAL ENTITY) AND ARM LIMITED ("ARM") FOR THE USE OF THE SOFTWARE ACCOMPANYING THIS LICENCE. ARM IS ONLY WILLING TO LICENSE THE SOFTWARE TO YOU ON CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS LICENCE. BY CLICKING "I AGREE" OR BY INSTALLING OR OTHERWISE USING OR COPYING THE SOFTWARE YOU INDICATE THAT YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS LICENCE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, ARM IS UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU MAY NOT INSTALL, USE OR COPY THE SOFTWARE, AND YOU SHOULD PROMPTLY RETURN THE SOFTWARE TO YOUR SUPPLIER AND ASK FOR A REFUND OF ANY LICENCE FEE PAID (IF ANY).
"Input" means all suggestions, comments, feedback, ideas, or know-how (whether in oral or written form) provided by you to ARM under this Licence and in connection with the Software.
"Software" means any software, firmware and data accompanying this Licence, any printed, electronic or online documentation supplied with it, and any updates, patches and modifications ARM may agree to make available to you under the terms of this Licence. As determined by the specific version you have licensed, the Software package includes some or all of the following: (i) ARM Compiler consisting of compiler, assembler, linker and the libraries; (ii) ARM Performance Libraries; (iii) ARM Instruction Emulator; and (iv) example application code identified in example_code.txt ("Example Code").
"Third Party User" means a third party contractually authorised by you to use the Software for the Authorised Purpose (defined below).
1. LICENCE GRANTS TO YOU.
(i) SOFTWARE: ARM hereby grants to you, your permitted users or Third Party Users (subject to the provisions of clause 3 paragraphs 3 and 4), subject to the terms and conditions of this Licence, a non-exclusive, non-transferable licence to use the Software or certain components or optional functionality of it solely for the purposes of: (a) developing, testing, debugging, analysing and optimising software applications ("Software Applications"); (b) generating reports on the behaviour of Software Applications ("Analysis Reports"); (c)(i) developing, testing and debugging plug-ins which are compliant with ARM application programmer interfaces ("API"s) as described in the documentation; and (ii) using the plug-ins developed under Clause 1(i)(c)(i) with the Software to develop Software Applications; and (d) use, copy and modify the Example Code as a specimen Software Application (together Clauses 1(i)(a) to 1(i)(d) are the "Authorised Purpose"). You must comply with any technical restrictions in the Software that only allow you to use certain components or use it in certain ways.
Except as permitted by clauses 1(iii) and clause 1(iv)(c) below, you shall not modify the Software. Except as permitted by clauses 1(ii), 1(iii), 1(iv), 1(v) and 1(vi) below, you shall not redistribute any of the Software.
(ii) ARM Compiler: ARM hereby grants to you, subject to the terms and conditions of this Licence, additional non-exclusive, non-transferable licences to use the ARM Compiler libraries identified in compiler_libraries.txt ("Compiler Libraries") to: (a) incorporate, compile and link the Compiler Libraries into Software Applications, provided that Software Applications contain substantial additional functionality; and (b) subject to clause 1(vi) reproduce and distribute the Compiler Libraries, only in object code form, and only as part of Software Applications.
(iii) ANALYSIS REPORTS: In respect of any Analysis Reports that you generate under the licence granted in clause 1(i)(b), ARM hereby grants to you, additional non-exclusive, non-transferable licences to: (a) use the Analysis Reports internally solely for the purposes of: (i) developing, testing, debugging, analysing and optimising Software Applications; (ii) deriving simplified reports from the Analysis Reports in text file format using the "export to text file" option in the Software ("Text Reports"); (iii) modifying the Text Reports; and (b) reproduce and distribute Analysis Reports, Text Reports, including any modified versions of Text Reports created under the licence granted in clauses 1(iii)(a)(iii), provided you comply with the terms of clause 1(vi).
(iv) EXAMPLE CODE: In respect of any Example Code, ARM hereby grants to you, additional non-exclusive, non-transferable licences to: (a) incorporate, compile and link the Example Code and any modifications thereto into Software Applications; and (b) subject to clause 1(vi) reproduce and distribute the Example Code, and any modifications thereto, only in object code form and only as part of Software Applications.
(v) PLUG-INS: In respect of any plug-ins you create under the licence granted in clause 1(i)(c), ARM hereby grants to you, additional non-exclusive licences, subject to clause 1(vi) to reproduce and distribute the plug-ins for use solely with the Software in the development of Software Applications.
ARM hereby grants to you, provided you comply with terms of this clause 1(vi), additional non-exclusive, non-transferable licences to permit either or both your customers and your authorised distributors to redistribute: (i) the Example Code and any modifications you make thereto and Compiler Libraries, only in object form and only as part of Software Applications developed by you or your permitted users (identified in clause 3 paragraph three below); and (ii) the plug-ins for use solely with the Software in the development of Software Applications.
If you choose to redistribute the whole or any part of either or both, as applicable, the Example Code and the Compiler Libraries, you agree: (a) to ensure that they are licensed for use only as part of Software Applications developed by you or your permitted users and only for execution on microprocessors manufactured or simulated under licence from ARM; (b) not to use ARM's or any of its licensors names, logos or trademarks to market Software Applications; (c) to include valid copyright notices on Software Applications, and preserve any copyright notices which are included with, or in, either or both, as applicable the Example Code and the Compiler Libraries; and (d) to ensure that any further redistribution is limited to redistribution by either or both your customers and your authorised distributors as part of Software Applications developed by you or your permitted users and that your customers and your authorised distributors comply with the terms of this clause 1(vi).
If you choose to redistribute plug-ins you create under the licence granted in clause 1(i)(c)(i), you agree: (a) not to use ARM's or any of its licensors names, logos or trademarks to market such plug-ins; (b) to ensure that the plug-ins are only made available to third parties with notice from you that each third party can only use the plug-ins subject to the third party either; (i) having a current and valid license to the Software; or (ii) contacting ARM directly to obtain a licence to the Software on terms to be mutually agreed to enable such third parties to use the plug-ins.
If you choose to redistribute the Analysis Reports, Text Reports or modified Text Reports, you agree not to use ARM's or any of its licensors names, logos or trademarks to market such reports.
1A. LICENCE TO ARM.
1A.1 You may at your discretion deliver any Input to ARM.
1A.2 Except as expressly agreed to the contrary in writing by both parties, you hereby grant to ARM and its subsidiaries under your and your affiliates (as applicable) intellectual property a perpetual, irrevocable, royalty free, non-exclusive, worldwide licence to: (i) use, copy, modify, and create derivative works of the Input as part of any or all of the Software and any other ARM product(s); (ii) sell, supply or otherwise distribute the whole or any part of the Input (and derivative works thereof) as part of any or all of the Software and any other ARM product(s); and (iii) sublicense to third parties the foregoing rights, including the right to sublicense to further third parties. No right is granted by you to ARM to sublicense your and your affiliates (as applicable) intellectual property except to the extent that it is provided to ARM as Input and is embodied in any or all of Software and any other ARM product(s).
1A.3 Except as expressly licensed to ARM in Clause 1A.2, you retain all right, title and interest in and to the Input provided by you under this Licence.
1A.4 You shall not knowingly give to ARM any Input you have reason to believe is subject to any patent, copyright
or other intellectual property claim or right of any third party.
1A.5 For the avoidance of doubt, ARM shall be free to use, copy, disclose or otherwise distribute any Input as part of any or all of Software and any other ARM product(s) to any third party or pursuant to any of the licences granted in Clause 1A.2 without obligation or restriction of any kind.
2. PRODUCT IMPROVEMENTS AND AUTOMATIC UPDATE FEATURE
The Software includes features that enable the Software to automatically connect to ARM's or its service providers computer systems over the internet in order: (i) to notify you that updates to the Software are available for you to download and install; and (ii) for any and all of ARM and its subsidiaries to understand and analyse what components or features in the Software you are using to improve the Software and your experience with the Software. These connections may transmit certain computer information to ARM or its services providers computer systems, including but not limited to your computer's internet protocol address, operating system and the serial number of the Software you have licensed. You have the option to turn off this feature in the Software by updating the relevant setting in your list of preferences for the Software. The data collected by the Software will only be used for the aforementioned purposes.
3. RESTRICTIONS ON USE OF THE SOFTWARE.
INSTALLATION: You shall only install and use the Software on computers, or virtual machines running on computers, which are owned by you (or which are in your exclusive possession under an equipment finance arrangement) and which are either; (i) located at your premises; or (ii) portable computers which shall remain in the possession and control of your employees when outside such premises. You shall only use the Software in the quantities and for the time period stated in the sales order and delivery confirmation email.
In respect of: (i) a named user licence: (a) each licence shall be restricted to use by a single person (as named in the sales order and delivery confirmation email) at any one time and limited to a maximum of three computer hardware devices (also known as host IDs) on which the Software is initially installed; and (b) such single person can only use the Software on one such computer hardware device at a time; and (ii) a floating licence: (a) each licence shall not be limited to a number multiple computer hardware devices; and (b) each licence shall be restricted to a finite number of persons (as set out in the sales order and delivery confirmation email); and (c) each simulation process can be run concurrently by such persons on the computer hardware devices using the relevant Software. ARM may separately agree to authorise the transfer (also known as re-hosting) of the licence.
COPYING: You shall not use or copy the Software except as expressly authorised in this Licence. You may make one additional copy of the delivered Software media or image for backup or archival purposes.
PERMITTED USERS: The Software shall only be used by your employees, or by your bona fide sub-contractors for whose acts and omissions you hereby agree to be responsible for to the same extent as you are for any acts and omissions of your employees, and provided always that such sub-contractors: (i) work only onsite at your premises; (ii) comply with the terms of this Licence; (iii) are contractually obligated to use the Software only for your benefit, and (iv) agree to assign all their work product and any rights they create therein in the supply of such work to you.
THIRD PARTY USERS:
The Software may be used by Third Party Users subject to you entering into contractual obligations with Third Party Users that are substantially similar to this Licence. In the event of a breach by a Third Party User you agree to: (i) immediately terminate the Third Party User's rights to use the Software; and (i) indemnify ARM against all and any loss, liability, costs, damages, reasonable expenses (including the reasonable fees of lawyers and other professionals), suffered, incurred or sustained as a result of such breach.
MULTIPLE VERSIONS: The media on which the Software resides may contain more than one version of the Software, each of which is compatible with a different operating system (such as Microsoft Windows and Red Hat Linux). Each version may only be installed and used by you to the extent that you have a valid licence from ARM. To the extent that certain components of the Software are identified for use on a specific operating system, you are only licensed to use such components to develop Software Applications for use with the relevant operating system or future compatible versions of such operating system.
ACADEMIC OR EDUCATIONAL USE RESTRICTION: If you or your employer or institution paid academic or educational pricing for the Software, or the Software is identified as an academic or educational version, then notwithstanding anything else in this Licence, YOU AGREE TO USE THE SOFTWARE ONLY FOR ACADEMIC, NON-COMMERCIAL PURPOSES, AND ARM DOES NOT GRANT YOU ANY RIGHTS TO DISTRIBUTE OR SUB-LICENCE SOFTWARE APPLICATIONS UNDER THIS LICENCE.
EVALUATION ONLY USE RESTRICTION: If you or your employer or institution received an evaluation or internal evaluation only licence for the Software, or the Software is identified as an evaluation or internal evaluation version, then notwithstanding anything else in this Licence, YOU AGREE TO USE THE SOFTWARE ONLY FOR INTERNAL EVALUATION PURPOSES, AND ARM DOES NOT GRANT YOU ANY RIGHTS TO DISTRIBUTE OR SUB-LICENCE SOFTWARE APPLICATIONS UNDER THIS LICENCE.
REVERSE ENGINEERING: Except to the extent that such activity is permitted by applicable law you shall not reverse engineer, decompile or disassemble any of the Software. If the Software was provided to you in Europe you shall not reverse engineer, decompile or disassemble any of the Software for the purposes of error correction. You shall not work around any technical restrictions in the Software. Solely with respect to any third party materials included in the Software, to this extent that this clause conflicts with the terms and conditions of any applicable open source software licence, the terms of such open source software licence shall prevail.
RESTRICTIONS ON TRANSFER OF LICENSED RIGHTS: The rights granted to you under this Licence may not be assigned, sublicensed or otherwise transferred by you to any third party without the prior written consent of ARM. An assignment shall be deemed to include, without limitation; (i) any transaction or series of transactions whereby a third party acquires, directly or indirectly, the power to control the management and policies of you, whether through the acquisition of voting securities, by contract or otherwise; or (ii) the sale of more than fifty percent (50%) of your assets whether in a single transaction or series of transactions. You shall not rent or lease the Software. You shall not share the Software with contractors (except as identified in the 'PERMITTED USERS' clause above in this Clause 3) or other third parties.
COPYRIGHT AND RESERVATION OF RIGHTS: The Software is owned by ARM or its licensors and is protected by copyright and other intellectual property laws and international treaties. The Software is licensed not sold. You acquire no rights to the Software other than as expressly provided by this Licence. You shall not remove from the Software any copyright notice or other notice and shall ensure that any such notice is reproduced in any copies of the whole or any part of the Software made by you or other permitted users.
4. SUPPORT AND MAINTENANCE
If you purchased the Software directly from ARM, and you are not receiving it as academic Software or evaluation Software (identified in clause 3), you are entitled to reasonable support and maintenance for the Software for the term of your licence to the Software (as determined by the sales order and delivery confirmation email) commencing on the date of purchase. Support will be provided on any version of the Software components which, at the date of your support request, is either: (a) the current version made generally available by ARM; or (b) the previous version made generally available by ARM at some time during the previous ninety (90) days.
Support will be provided by telephone, email or other written format designated by ARM, prioritised at ARM's discretion, and may not be used as a substitute for training or as additional resource for your programming projects.
Maintenance will be provided in the form of updates and patch releases to the Software as and when they are made generally available from ARM and it will only be applied to the most recent version of the Software. ARM shall be under no obligation to provide such maintenance in respect of any modifications (where permitted) to the Software. Any updates replace the earlier releases of the Software that you are updating and are not additional copies. If you are receiving the Software as an update, you obtain no rights to, and shall not, install or use the update, as applicable, unless you have first ceased all use of, and deleted your Software for the version of the Software that you are updating or upgrading, as applicable. Future releases of the Software might introduce backward incompatible changes. Please refer to product documentation for the changes in each release and for guidance about compatibility.
ARM's obligation under this Clause 4 is limited to the provision of support and maintenance to you and ARM is under no obligation to provide any support and maintenance to any third parties under this Licence. If you purchase support and maintenance for additional years it will be provided pursuant to this Clause 4 and will be subject to the terms and conditions of the applicable end user licence agreement.
If: (i) you obtained the Software from an ARM authorised reseller or other third party; (ii) the Software was provided free of charge; (iii) it is academic Software (identified in Clause 3); or (iv) it is evaluation Software (identified in Clause 3), you are not entitled to support for the Software from ARM, but ARM may, at its sole discretion provide limited support to you. The vendor of the Software may or may not offer support to you for the Software. Please refer to the Technical Support area of http://www.arm.com for contact details for ARM's support service and (if applicable) other authorised support channels.
You acknowledge that the Software, the encoding scheme used in the Analysis Reports and any benchmarking data and related information mentioned in clause 3 contains trade secrets and confidential material and you agree to maintain all such information in confidence and apply security measures no less stringent than the measures which you apply to protect your own like information, but not less than a reasonable degree of care, to prevent their unauthorised disclosure and use. Subject to any restrictions imposed by applicable law, the period of confidentiality shall be indefinite. You agree that you shall not use any such information other than in normal use of the Software under the licences granted in this Licence. You agree to allow ARM to disclose your confidential information to subsidiaries of ARM subject to terms and conditions of confidentiality substantially similar to those set out above in this clause 5.
6. LIMITED WARRANTIES.
If you purchased the Software, for the period of ninety (90) days from the date of receipt by you of the Software, ARM warrants to you that; (i) the media on which the Software is provided shall be free from defects in materials and workmanship under normal use; and (ii) the Software will perform substantially in accordance with its accompanying documentation (if any). ARM's total liability and your exclusive remedy for breach of these warranties shall be limited to ARM, at ARM's option; (a) replacing the defective Software; or (b) using reasonable efforts to correct material, documented, reproducible defects in the Software and delivering such corrected Software to you. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
EXCEPT AS MAY BE PROVIDED ABOVE, YOU AGREE THAT THE SOFTWARE IS LICENSED "AS IS", AND THAT ARM EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER TERMS, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE.
YOU EXPRESSLY ASSUME ALL LIABILITIES AND RISKS, FOR USE OR OPERATION OF SOFTWARE APPLICATIONS, INCLUDING WITHOUT LIMITATION, SOFTWARE APPLICATIONS DESIGNED OR INTENDED FOR MISSION CRITICAL APPLICATIONS, SUCH AS PACEMAKERS, WEAPONRY, AIRCRAFT NAVIGATION, FACTORY CONTROL SYSTEMS, ETC. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
7. LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ARM BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE WHETHER BASED ON A CLAIM UNDER CONTRACT, TORT OR OTHERWISE, EVEN IF ARM WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ARM does not seek to limit or exclude liability for death or personal injury arising from ARM's negligence or ARM's fraud and because some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages the above limitation relating to liability for consequential damages may not apply to you.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LICENCE, THE MAXIMUM LIABILITY OF ARM TO YOU IN AGGREGATE FOR ALL CLAIMS MADE AGAINST ARM IN CONTRACT TORT OR OTHERWISE UNDER OR IN CONNECTION WITH THE SUBJECT MATTER OF THIS LICENCE SHALL NOT EXCEED THE GREATER OF; (I) THE TOTAL OF SUMS PAID BY YOU TO ARM (IF ANY) FOR THIS LICENCE; AND (II) $10.00 USD. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THE LIMIT.
8. THIRD PARTY RIGHTS
The Software may contain third party software. Such third party software is subject to the terms and conditions of the applicable third party software licence(s) and is not covered under the terms of this Licence. Information about such third party software accompanies the Software.
ARM HEREBY DISCLAIMS ANY AND ALL WARRANTIES EXPRESS OR IMPLIED FROM ANY THIRD PARTIES REGARDING ANY SEPARATE FILES, ANY THIRD PARTY MATERIALS INCLUDED IN THE SOFTWARE, ANY THIRD PARTY MATERIALS FROM WHICH THE SOFTWARE IS DERIVED (COLLECTIVELY "OTHER CODE"), AND THE USE OF ANY OR ALL THE OTHER CODE IN CONNECTION WITH THE SOFTWARE, INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
NO THIRD PARTY LICENSORS OF OTHER CODE SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND WHETHER MADE UNDER CONTRACT, TORT OR OTHERWISE, ARISING IN ANY WAY OUT OF THE USE OR DISTRIBUTION OF THE OTHER CODE OR THE EXERCISE OF ANY RIGHTS GRANTED UNDER EITHER OR BOTH THIS LICENCE AND THE LEGAL TERMS APPLICABLE TO ANY SEPARATE FILES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. U.S. GOVERNMENT END USERS.
US Government Restrictions: Use, duplication, reproduction, release, modification, disclosure or transfer of the Software is restricted in accordance with the terms of this Licence.
10. TERM AND TERMINATION.
This Licence shall remain in force until terminated by you, by ARM or by expiry (in the case of a time limited licence). If you received the Software as evaluation Software (identified in Clause 3), this Licence shall remain in force for the period of thirty (30) days. Without prejudice to any of its other rights if you are in breach of any of the terms and conditions of this Licence then ARM may terminate this Licence immediately upon giving written notice to you. You may terminate this Licence at any time. Upon termination of this Licence by you or by ARM or upon expiry: (i) you shall (and ensure that your permitted users shall) stop using the Software and confidential information and destroy all copies of the Software and confidential information in your possession, together with all documentation and related materials; and (ii) ARM's obligations to provide and maintenance (if applicable) shall terminate immediately. Notwithstanding the foregoing, except where ARM has terminated this Licence for your breach, your rights to distribute the following components developed prior to termination or expiry of this Licence: (i) either or both, the Example Code and the Target Libraries, as part of Software Applications; (ii) the Analysis Reports and the Text Reports; and (iii) the plug-ins created pursuant to clause 1 (i) (a) (iii), shall survive subject to the terms and conditions of this Licence.
The provisions of clauses 1A, 5, 6, 7, 8, 9, 10 and 11 shall survive termination or expiry of this Licence.
This Licence is governed by English Law. Except where ARM agrees otherwise in: (i) a written contract signed by you and ARM; or (ii) a written contract provided by ARM and accepted by you, this is the only agreement between you and ARM relating to the Software and it may only be modified by written agreement between you and ARM. Except as expressly agreed in writing, this Licence may not be modified by purchase orders, advertising or other representation by any person. If any clause or sentence in this Licence is held by a court of law to be illegal or unenforceable the remaining provisions of this Licence shall not be affected thereby. The failure by ARM to enforce any of the provisions of this Licence, unless waived in writing, shall not constitute a waiver of ARM's rights to enforce such provision or any other provision of this Licence in the future.
At ARM's request, you agree to check your computers for installations of the Software, contents of any licence server log files, individual or concurrent usage, and any other information requested by ARM relating to Software installation, usage and management, and to provide this information to ARM. You agree that auditors nominated by ARM may also perform such checking and reporting on behalf of ARM by prior appointment during your normal business hours on seven (7) days' notice. ARM shall bear the auditors' costs for that audit unless it reveals unlicensed usage in which case you shall promptly reimburse ARM for all reasonable costs and expenses, including professional fees, relating to such audit. Any information which is disclosed to ARM or such auditors during checking or audit shall be treated as your confidential information and shall only be used by ARM for licence management, compliance and enforcement purposes.
The Software provided under this Licence is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. You agree to comply fully with all laws and regulations of the United States and other countries ("Export Laws") to assure that the Software, is not: (i) exported, directly or indirectly, in violation of Export Laws, either to any countries that are subject to U.S.A. export restrictions or to any end user who has been prohibited from participating in the U.S.A. export transactions by any federal agency of the U.S.A. government; or (ii) intended to be used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.
ARM contract references: LES-PRE-21012 - ARM SOFTWARE