END USER LICENCE AGREEMENT FOR ARM RAN ACCELERATION LIBRARY
THIS END USER LICENCE AGREEMENT (“LICENCE”) IS A LEGAL AGREEMENT BETWEEN YOU (A 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 ARM AND ASK FOR A REFUND OF ANY LICENCE FEE PAID (IF ANY).
“Input” means all feature requests, suggestions, comments, feedback, ideas, or know-how (whether in oral or written form) provided by you or your affiliates to Arm relating to the Software.
“Software” means the software programme in source code form and all accompanying example application code and data, any printed, electronic or online documentation supplied with it, and any updates, patches and modifications ARM may make available to you under the terms of this Licence.
“Third Party Licenses File” means a software file or folder named “third_party_licenses.txt" in the Software (or components thereof) which (if applicable) details any third party material included in the Software which is not licensed under the terms of this Licence, and a reference to the applicable third party license terms and conditions.
“Your Software” means Your wireless communication infrastructure software.
1. LICENCE GRANTS.
Licence to You:
1.1. SOFTWARE: Arm hereby grants to you, subject to the terms and conditions of this Licence, a non-exclusive, non-transferable, worldwide licence, to
(a) use and copy the Software for internal evaluation;
1.2 REDISTRIBUTION: Any redistribution of the whole or any part of the modified Software as permitted by this License is subject to any restrictions set out in this Licence and your compliance with the following:
Licence to Arm
1.3 You may at your discretion deliver any Input to Arm.
1.4 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 Deliverables 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 Deliverables 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 Arm owned or licensed product(s).
1.5 Except as expressly licensed to Arm in Clause 1.4, you retain all right, title and interest in and to the Input provided by you under this Licence.
1.6 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.
1.7 For the avoidance of doubt, Arm shall be free to use, copy, disclose or otherwise distribute any Input as part of any Arm owned or licensed product(s) to any third party or pursuant to any of the licences granted in Clause 1.4 without obligation or restriction of any kind.
2. RESTRICTIONS ON USE OF THE SOFTWARE.
2.1 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 for backup or archival purposes.
2.2 COPYRIGHT AND RESERVATION OF RIGHTS: Except as expressly licensed above, you acquire no right, title or interest in the Software or any intellectual property therein. 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.
2.3 PERMITTED USERS: The Software may be used only 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 the acts and omissions of your employees, provided that: such sub-contractors; (i) work only onsite at your premises or remotely within your IT network; (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 in that product in the supply of such work to you. Only the single legal entity to whom Arm is supplying this Licence may use the Software. Except as provided in this clause, you shall not allow third parties to use the Software unless Arm specifically agrees otherwise with you on a case by case basis.
2.4 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.
2.5 BENCHMARKING: This Licence does not prevent you from using the Software for internal benchmarking purposes. However, you shall treat any and all benchmarking data relating to the Software, and any other results of your use or testing of the Software which are indicative of its performance, efficacy, reliability or quality, as confidential information and you shall not disclose such information to any third party without the express written permission of Arm.
2.6 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.
The Software, including any derivatives thereof, data relating to the performance of the Software (including any derivatives), and any information provided by Arm in respect of use of the Software may contain trade secrets and confidential material, and you agree to maintain them 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 that Arm may disclose to its affiliates any confidential information received from you in respect of or related to your use of the Software.
4. NO SUPPORT.
Arm has no obligation to support or to continue providing or updating any of the Software.
5. NO WARRANTIES.
THE SOFTWARE IS LICENSED “AS IS” AND THAT ARM EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER TERMS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE.
6. 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 WHETHER SUCH DAMAGES ARE ALLEGED AS A RESULT OF TORTIOUS CONDUCT (INCLUDING NEGLIGENCE) OR BREACH OF CONTRACT OR OTHERWISE EVEN IF ARM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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.
Nothing in this Licence excludes liability for death or personal injury arising from ARM’s negligence or fraud.
7. THIRD PARTY MATERIAL.
7.1 The Software may contain material owned or developed by third parties, including but not limited to open source software, freeware and commercial software (“Third Party Material”). Details relating to such Third Party Material shall either be presented to you at the time of installation or shall be detailed in the Third Party Licenses File(s). Your use of such Third Party Material is subject to your compliance with the applicable Third Party Material license(s) and such Third Party Material is not covered by this Licence.
7.2 Arm hereby disclaims any and all warranties express or implied from any third parties regarding, or otherwise connected with, any Third Party Material included in the Software and any Third Party Material from which the Software is derived, and/or your use of any or all of the Third Party Material in connection with Your Software, including (without limitation) any warranties of satisfactory quality or fitness for a particular purpose.
7.3 No Third Party Material licensors shall have any liability for any direct, indirect, incidental, special, exemplary, or consequential damages (including without limitation lost profits) howsoever caused and whether made under contract, tort or otherwise arising in any way out of your use or distribution of the Third Party Material or the exercise of any rights granted under either or both this Licence and the legal terms applicable to any Third Party Material, even if advised in advance of the possibility of such damages.
8. 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.
9. TERM AND TERMINATION.
This Licence shall remain in force unless terminated by you or by Arm. Either party may terminate this Licence at any time upon giving written notice to the other party. Upon termination of this Licence by you or by Arm, you shall stop using the Software and destroy all copies of the Software in your possession together with all documentation and related materials and ensure that any subcontractors which you have allowed to use the Software under Clause 2 stop using the Software and destroy all copies of the Software in their possession together with all documentation and related materials. The provisions of Clauses 1.4, 2, 3, 4, 5, 6, 7, 8, 9, and 10 shall survive termination 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 Deliverables and it may only be modified by written agreement between you and Arm. 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.
The Software provided under this Licence may be subject to U.K., European Union, and U.S. export control laws and regulations, including the U.S. Export Administration Regulations (hereafter collectively referred to as “Export Laws”). You agree to comply fully with all applicable Export Laws and you agree that you shall not, either directly or indirectly, export in breach of the Export Laws any Software received under this Licence, nor any direct products thereof: (i) to any country, company or person subject to export restrictions or sanctions under the applicable Export Laws without required export authorization; or (ii) for any prohibited end use, including, without limitation, nuclear, chemical, or biological weapons proliferation, which at the time of export requires an export license or other governmental approval, without first obtaining such license or approval. You acknowledge that the Software provided under this Licence is dual-use, and not subject to the International Traffic in Arms Regulations (“ITAR”), the 600 Series of the Export Administration Regulations or other military controls. You are prohibited from sharing ITAR-controlled technical data, 600 series controlled technology, other sensitive military information, or any other information that might require an export license or other export authorization without prior written consent from Arm. Arm will provide Export Control Classification Numbers (ECCNs) for licensed Software upon request to email@example.com.
ARM contract references: Document ID VCX7RPJDF4PF-6178 / ID 12876 EULA – Arm RAN Acceleration Library.