END USER LICENCE AGREEMENT FOR ARM HPC DEVELOPMENT SOLUTION TOOLS
IMPORTANT NOTICE: PLEASE READ CAREFULLY BEFORE INSTALLING THE SOFTWARE: THESE LICENCE TERMS ARE PART OF A LEGAL AGREEMENT BETWEEN YOU ("LICENSEE" OR "YOU") AND ARM LIMITED (OF 110 FULBOURN ROAD, CAMBRIDGE, CB1 9NJ, UNITED KINGDOM) OR ONE OF OUR GROUP COMPANIES ("ARM", "LICENSOR" OR "US") RELATING TO THE SOFTWARE NAMED IN THE PRODUCT SALE AGREEMENT YOU HAVE AGREED WITH US OR ONE OF OUR RESELLERS.
BY CLICKING ON THE "ACCEPT" BUTTON BELOW YOU AGREE TO THESE LICENCE TERMS TOGETHER WITH THE TERMS AND CONDITIONS IN THE PRODUCT SALE AGREEMENT AND CONFIRM THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS LICENCE ON BEHALF OF YOUR ORGANIZATION. THE TERMS OF THIS LICENCE SHALL APPLY TO THE SUPPLY BY ARM OF SOFTWARE FOR BOTH COMMERCIAL AND NON-COMMERCIAL USE. IF YOU ARE RECEIVING THE SOFTWARE FOR EVALUATION, ACADEMIC OR EDUCATIONAL PURPOSES, OR THE SOFTWARE OR ANY COMPONENT THEREOF IS IDENTIFIED OR CLASSIFIED AS SUCH (INCLUDING SOFTWARE IDENTIFIED AS A 'PILOT', 'BETA' OR 'PRE-RELEASE' VERSION), THEN NOTWITHSTANDING ANY OF THE OTHER TERMS AND CONDITIONS OF THIS LICENCE, YOUR USE OF THE SOFTWARE SHALL BE LIMITED BY THE RESTRICTIONS OF USE SET OUT IN CLAUSE 2 BELOW (AS APPLICABLE).
THIS LICENCE CREATES LEGAL OBLIGATIONS. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE ARE UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU MUST DISCONTINUE INSTALLATION AND/OR USE OF THE SOFTWARE NOW BY CLICKING ON THE "REJECT" BUTTON BELOW AND RETURN THE MEDIUM ON WHICH THE SOFTWARE IS STORED (IF ANY) AND ALL ACCOMPANYING DOCUMENTATION TO US OR THE RESELLER (AS APPLICABLE) FROM WHICH YOU OBTAINED THE SOFTWARE.
1 Definitions and interpretation
1.1 The capitalised terms used in this Licence have the following meanings:
"Basic Licence Terms" refers to the terms and conditions in this document;
"Documentation" means the documentation relating to the Software made available from time to time on our website (whether supplied to you directly from our website or via a reseller);
"Initial Support Period" means the period of support specified in the Product Sale Agreement, commencing on the date you accept this Licence;
"Licence" refers to the Basic Licence Terms together with the terms contained in the Product Sale Agreement;
"New Version" means any new version of the Software containing significant differences from previous versions which from time to time is publicly marketed and offered for purchase by the Licensor in the course of its normal business;
"Product Fee" means the fee for use of the Software in accordance with this Licence as detailed in the Product Sale Agreement;
"Product Sale Agreement" means the firm quotation, order form or other document issued to you, whether via our website or by email, whether directly by us or by one of our resellers, which details some or all of the following:
(a) the name of the product licensed as the Software;
(b) applicable limitations such as the number of concurrent processes, architectures or GPU devices that may be applicable, the number of users that can use the Software at any time, or the number of CPUs or servers on which the Software may be used;
(c) the territory in which the Software may be used;
(d) whether the licence is an evaluation only licence, and if so, any additional terms and restrictions applicable to your use of the Software under this type of licence;
(e) whether the licence is a term licence and if so the length of the term;
(f) the Product Fee (if applicable);
(g) whether support is required and if so the length of the Initial Support Period and the Support Fee applicable to the Initial Support Period;
(h) customer contact details such as your organisation's name and postal address and your telephone number and email address;
"Purpose" means your internal business purposes only and does not include using the Software (a) for provision of a service to third parties or (b) for the purposes of competing with us, including for competitive analysis purposes;
"Software" means the files comprising the software product and any associated Documentation named in the Product Sale Agreement, in non-human readable form only, and includes any Updates;
"Support Fee" means the fee payable by you in respect of support of the Software, detailed in the Product Sale Agreement or any subsequent agreed additions to the Product Sale Agreement in respect of added or renewed support;
"Support Renewal Period" means one or more further periods of support agreed in writing between us and you, commencing on the date agreed in writing;
"Territory" means the territory specified in the Product Sale Agreement;
"Updates" means any update, enhancement, improvement or modification to the Software and/or Documentation including without limitation error corrections and patches that Licensor may in its discretion make available to its licensees as part of the provision of support, but excludes any New Version.
1.2 These Basic Licence Terms are additional to the terms in your Product Sale Agreement. Where there is any conflict between these Basic Licence Terms and any terms in your Product Sale Agreement, the conflicting terms in your Product Sale Agreement will prevail. For the avoidance of doubt, no terms or conditions contained in any purchase order or other document issued by you shall add to or supersede any terms or conditions of this Licence or otherwise be of any force or effect.
1.3 Where your Product Sale Agreement was agreed with and refers to another company in our group, references to "the Licensor" (or "us") in this Licence refer to that group company rather than to ARM Limited.
1.4 If there are any inconsistencies between the English language version of this Licence and any translated version, the English language version shall prevail.
1.5 If you want to contact us at any time with any questions or comments, you can find a link at https://www.arm.com/hpc-tools-support. Notices which are intended to have legal effect must, for notices to us, be sent to Licensing-DSG@arm.com. We may give notice to you at either the email or postal address you provided when purchasing the Software. Notice will be deemed received and properly served 24 hours after an email is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that the letter was properly addressed, stamped and put in the post and, in the case of an email, that the email was sent to the specified email address of the addressee.
2 Evaluation only Licence (including a 'pilot', 'beta' or 'pre-release' Licence) and restrictions on use
2.1 If you are receiving the Software for evaluation, academic or educational purposes, or the software or any component thereof is identified or classified as such (including software identified as a 'pilot', 'beta' or 'pre-release' version), then notwithstanding any of the other terms and conditions of this Licence, you agree that the grant of a non-exclusive, non-transferable right and licence to you by ARM is limited as follows:
2.1.1 you may use the Software only (i) in the case of an evaluation only licence, for a period of 7 days from the date on which you accept this Licence (or such longer period as we consent to in writing), (ii) in the case of pilot, beta or pre-release versions, for a period of 30 days from the date on which you accept this Licence (or such longer period as we consent to, or advise you of, in writing), and (ii) for the purposes of internal evaluation in a test environment;
2.1.2 ARM does not grant you any right to distribute or sub-license the Software whatsoever. The Software shall be used only by you, and you shall not (except as otherwise authorised in writing by ARM) allow any third party whatsoever to use the Software;
2.1.3 no support and/or maintenance shall be provided to you in respect of the Software;
2.1.4 ARM may immediately terminate this Licence at any time for any reason;
2.1.5 ARM gives you no warranty whatsoever in relation to (and accepts no liability in connection with) the Software or your use (as permitted by this Licence) of it; and
2.1.6 except as otherwise expressly agreed in writing by ARM, you shall grant to ARM in full the licence set out in clause 4.4 of this Licence (Licence to Feedback).
3 Grant and scope of Licence
3.1 Subject to your compliance with all terms and conditions of this Licence, including the payment of the Product Fee we hereby grant to you a non-exclusive, non-transferable licence to use the Software and the Documentation in the Territory on the terms of this Licence.
3.2 You may:
3.2.1 install and use the Software for the Purpose only, on the basis, and subject to the restrictions and limitations, set out in the Product Sale Agreement;
3.2.2 transfer the Software from one computer to another only as provided by, and subject to the restrictions and limitations set out in, the Product Sale Agreement;
3.2.3 use any Documentation in support of the use permitted under Section 3.1 and make copies of the Documentation as are reasonably necessary for use of the Software.
3.3 Where the Product Sale Agreement provides that this Licence is a term licence, this Licence will terminate on the expiry date shown in the Product Sale Agreement (unless terminated earlier under Section 9). Otherwise this Licence will continue until terminated under Section 9.
4 Your obligations
4.1 Except as expressly set out in this Licence or as otherwise agreed by us in writing (including, for the avoidance of doubt, any licence terms and conditions applicable to third party software referenced in this Licence), or as permitted by any local law, you agree:
4.1.1 to provide us with the installation details necessary to generate and issue a permanent licence key within 30 days of accepting this Licence (provided you are not receiving the Software solely for internal evaluation purposes);
4.1.2 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documentation;
4.1.3 not to tamper with or circumvent any licence keys provided by us;
4.1.4 not to make alterations to, or modifications of, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
4.1.5 not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things except to the extent that (because of applicable law) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities:
(i) is used only for the purpose of achieving inter-operability of the Software with another software program;
(ii) is not disclosed or communicated without our prior written consent to any third party to whom it is not necessary to disclose or communicate it; and
(iii) is not used to create any software which is substantially similar to the Software;
4.1.6 to ensure that the Software is used by your employees and representatives in accordance with the terms of this Licence;
4.1.7 to include the copyright notices and any other attribution notices on all entire and partial copies of the Software in any form;
4.1.8 except and to the extent expressly permitted or required by any of the terms of any of the licence agreements referred to in Section 6.3 (and then only in respect of the relevant components) not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person other than your staff or contractors who are authorised users (or in the case of an academic institution to any person other than staff or students) without our prior written consent;
4.1.9 in cases where you are expressly permitted under this Licence (including for the avoidance of doubt by inclusion of agreed wording in the Product Sale Agreement) to sub-license or redistribute any Software to your customers or other third parties, you are responsible for ensuring that such customers and third parties accept, and comply with, the terms and conditions of this Licence; and
4.1.10 not by any act or omission to put us in breach of any of the terms of any licence agreement referred to in Section 6.3.
4.2 ARM may appoint an independent third party to examine the books and records of the Licensee to determine if Licensee's use of the Software complies with the provisions of this Licence ("Auditor") to determine if Licensee's use of the Software complies with the provisions of this Licence. Any such audit (i) shall be made during Licensee's normal business hours, (ii) shall be undertaken only after reasonable prior written notice thereof has been given by Licensor to Licensee, and (iii) shall not unreasonably interfere with Licensee's business operations. Licensee agrees to cooperate with ARM and its Auditors, in any such audit. In the event that ARM wishes to exercise its rights under this clause 4.2, where possible it shall give the Licensee as much notice as is reasonably practicable in the circumstances. For the avoidance of doubt, ARM's rights under this clause 4.2 shall be subject to its obligations of confidentiality pursuant to clause 6 (and it shall ensure that any Auditor is subject to similar confidentiality obligations).
4.3 You may at your discretion (or as agreed with ARM in the Product Sale Agreement) deliver suggestions, comments, feedback, ideas, or know-how (whether in oral or written form) to ARM ("Feedback"). Notwithstanding the foregoing, you shall not knowingly give to ARM any Feedback that you are aware (or should reasonably be aware) is subject to any patent, copyright or other intellectual property claim or right of any third party.
4.4 Subject to clause 2.1.6, except as expressly notified by you to ARM (in writing which may include email) to the contrary, 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 Feedback; (ii) sell, supply or otherwise distribute the whole or any part of the Feedback (and derivative works thereof) as part of any ARM owned or licensed product(s) without obligation or restriction of any kind; and (iii) sub-license to third parties the foregoing rights, including the right to sub-license to further third parties. No right is granted by you to ARM to sub-license your and your affiliates (as applicable) intellectual property except to the extent that it is provided to ARM as Feedback and is embodied in any ARM owned or licensed product(s). Except as expressly licensed to ARM in this clause 4.4, you retain all right, title and interest in and to the Feedback provided by you under this Licence.
5.1 If your Product Sale Agreement includes technical support then, for the Initial Support Period and any subsequent Support Renewal Periods, subject to payment of the Support Fee, you will be entitled to:
5.1.1 receive and use any supplementary software code or update of the Software incorporating patches and corrections of errors as we may provide from time to time;
5.1.2 receive, install and use any Updates of the Software as we may provide from time to time; and
5.1.3 receive any other support services and technical advice relating to use of the Software as may be included in the Product Sale Agreement.
5.2 Nothing in this Licence entitles Licensee to receive any New Versions. You will only be entitled to New Versions on payment of an additional fee and agreement to all applicable terms and conditions.
5.3 To the extent Licensor continues to make available technical support, Licensee may renew technical support for Support Renewal Periods, either before or after the end of the Initial Support Period or then-current Support Renewal Period, by contacting us or your reseller, as applicable. Any such renewal shall
be subject to then-current pricing and terms and conditions.
5.4 If your Product Sale Agreement does not include technical support or you do not renew your support you can request that support be added to this Licence at any time by contacting us.
5.5 If the Licensor releases an Update for the Software or replaces the current version of the Software with any New Version, you are not obliged to purchase such New Version or download such Update, but the Licensor will not be obliged to provide you with technical support for the current version once a subsequent version has been made available (whether as an Update or New Version).
5.6 You can find a link at https://www.arm.com/hpc-tools-support in respect of all requests for support.
6 Intellectual property and proprietary information
6.1 You acknowledge and agree that, as between you and us, all intellectual property rights throughout the world in the Software and the Documentation belong to us and/or our licensors, that rights in the Software and Documentation are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documentation other than the right to use them in accordance with the terms of this Licence. You further acknowledge and agree that the Software and Documentation is proprietary and confidential material of Licensor, and agree to use your best efforts to maintain the confidentiality of the Software and Documentation.
6.2 You acknowledge that, except where expressly permitted or required by any of the terms of any of the licence agreements listed in Section 6.3 (and then only in respect of the relevant components) you have no right to have access to the Software in source code form.
6.3 The Software aggregates and/or contains material owned or developed by third parties, including but not limited to open source software, freeware and commercial software ("Third Party Material"). Any Third Party Material is subject to the terms and conditions of the applicable Third Party Material licence(s) and is not covered under the terms of this Licence. Details relating to such Third Party Material shall either be presented to you at the time of installation or shall be detailed in the software file or folder typically named 'THIRDPARTYLICENSES' located within the Software. Your use of such Third Party Material is subject to your compliance with the applicable Third Party Material licence(s). Source code for some open source components can be found at https://developer.arm.com/products/software-development-tools/hpc/downloads/source-code. ARM disclaims any and all liability in respect of your use of the Third Party Material.
6.4 You further acknowledge and agree that the Software and Documentation and any other written or tangible information disclosed by a party to the other in relation to or arising out of this Licence, including information relating to roadmaps and future product plans and information disclosed by you under clause 4.3, is proprietary and confidential information of the disclosing party, and each party shall maintain, in confidence, the proprietary information disclosed by the other party and apply security measures no less stringent than the measures that such party applies to protect its own like information, but in any event not less than a reasonable degree of care, to prevent unauthorised disclosure and use of the proprietary information. Except as otherwise expressly agreed or by applicable law, the period of confidentiality shall be five (5) years from the date of disclosure.
7 Disclaimer of warranties
7.1 You acknowledge that the Software has not been developed to meet your individual requirements and that it is your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.
7.2 You acknowledge that the Software may not be free of bugs or errors and you agree that the existence of any minor errors shall not constitute a breach of this Licence.
7.3 THE SOFTWARE IS LICENSED "AS IS". THIS LICENCE SETS OUT THE FULL EXTENT OF THE LICENSOR'S OBLIGATIONS AND LIABILITIES IN RESPECT OF THE SUPPLY OF THE SOFTWARE AND DOCUMENTATION. THERE ARE NO CONDITIONS, WARRANTIES, REPRESENTATIONS OR OTHER TERMS, EXPRESS OR IMPLIED, THAT ARE BINDING ON US EXCEPT AS SPECIFICALLY STATED IN THIS LICENCE. ANY CONDITIONS, WARRANTIES, REPRESENTATION OR OTHER TERM CONCERNING THE SOFTWARE AND DOCUMENTATION WHICH MIGHT OTHERWISE BE IMPLIED INTO OR INCORPORATED IN THIS LICENCE, OR ANY COLLATERAL CONTRACT, WHETHER BY STATUTE, COMMON LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE, ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
7.4 Licensee acknowledges and agrees that the Software is not fault-tolerant and is not designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in connection with the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines, or any other application in which the failure of the Software could lead directly to death, personal injury, or severe physical or property damage (collectively, "High Risk Activities"). LICENSOR EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES.
8.1 EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, THIS SECTION 8 SETS OUT THE ENTIRE FINANCIAL LIABILITY OF THE PARTIES (INCLUDING ANY LIABILITY FOR THE ACTS OR OMISSIONS OF THEIR RESPECTIVE EMPLOYEES, AGENTS AND SUBCONTRACTORS) TO EACH OTHER IN RESPECT OF:
8.1.1 ANY BREACH OF THIS LICENCE HOWEVER ARISING;
8.1.2 ANY USE MADE OR RESALE OF THE SOFTWARE OR THE DOCUMENTATION BY YOU, OR OF ANY PRODUCT OR SERVICE INCORPORATING ANY OF THE SOFTWARE OR THE DOCUMENTATION; AND
8.1.3 ANY REPRESENTATION, STATEMENT OR TORTIOUS ACT OR OMISSION (INCLUDING NEGLIGENCE) ARISING UNDER OR IN CONNECTION WITH THIS LICENCE.
8.2 NOTHING IN THIS LICENCE SHALL LIMIT OR EXCLUDE THE LIABILITY OF EITHER PARTY FOR ANY LOSS OR DAMAGE TO THE EXTENT SUCH LOSS OR DAMAGE CANNOT BE LAWFULLY LIMITED OR EXCLUDED, INCLUDING (AS APPLICABLE) LOSS OR DAMAGE ARISING OUT OF DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE, FRAUD OR FRAUDULENT MISREPRESENTATION, OR THE DELIBERATE DEFAULT OR WILFUL MISCONDUCT OF THAT PARTY, ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS. IN ADDITION, NOTHING IN THIS LICENCE SHALL LIMIT OR EXCLUDE YOUR LIABILITY FOR ANY INFRINGEMENT, VIOLATION OR MISAPPROPRIATION OF THE INTELLECTUAL PROPERTY RIGHTS OF LICENSOR OR ANY OF ITS GROUP COMPANIES.
8.3 WITHOUT PREJUDICE TO SECTION 8.2, NEITHER PARTY SHALL UNDER ANY CIRCUMSTANCES WHATEVER BE LIABLE TO THE OTHER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR RESTITUTION, OR FOR BREACH OF STATUTORY DUTY OR MISREPRESENTATION, OR OTHERWISE, FOR ANY:
8.3.1 LOSS OF INCOME;
8.3.2 LOSS OF BUSINESS PROFITS OR CONTRACTS;
8.3.3 BUSINESS INTERRUPTION;
8.3.4 LOSS OF THE USE OF MONEY OR ANTICIPATED SAVINGS;
8.3.5 LOSS OF INFORMATION;
8.3.6 LOSS OF OPPORTUNITY, GOODWILL OR REPUTATION;
8.3.7 LOSS OF, DAMAGE TO OR CORRUPTION OF DATA; OR
8.3.8 ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND HOWSOEVER
ARISING AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF
CONTRACT OR OTHERWISE.
8.4 SUBJECT TO SECTION 8.2 AND SECTION 8.3, AND EXCEPT AS REQUIRED BY APPLICABLE LAW, THE LICENSOR'S MAXIMUM AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS LICENCE, OR ANY COLLATERAL CONTRACT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL IN ALL CIRCUMSTANCES BE LIMITED TO A SUM EQUAL TO THE PRODUCT FEE (IF ANY).
9.1 We, the Licensor, may terminate this Licence immediately by written notice to you if:
9.1.1 a petition for a bankruptcy order to be made against you has been presented to the court; or
9.1.2 the Licensee (where the Licensee is a company) becomes insolvent or unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986 or equivalent legislation in the jurisdiction applicable to this Licence), enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt; or
9.1.3 you breach any term or condition of this Licence, which if capable of remedy, has not been remedied within thirty (30) days of the date of breach.
9.2 Upon termination for any reason:
9.2.1 all rights granted to you under this Licence will cease;
9.2.2 you must cease all activities authorised by this Licence;
9.2.3 you must immediately pay any sums due under this Licence; and
9.2.4 you must immediately delete or remove the Software from all computer equipment in your possession and immediately destroy or return to us (at our option) all copies of the Software then in your possession, custody or control and, in the case of destruction, certify that you have done so.
10 Publicity and marketing
10.1 The Licensor is entitled to state in the public domain that you are a customer of the Licensor.
10.2 By providing us with your email address and/or telephone number, you consent to our using these details to let you know about our other services or promotions that may be of interest to you. Please contact us if you do not consent to our using these details.
11 Export laws
You may not export, directly or indirectly, any technical data acquired from us under this Licence (or the Software, where it incorporates any such data) in breach of any applicable laws or regulations including United Kingdom and United States export laws and regulations, to any country for which the United Kingdom or the United States or any other government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.
12 Restricted rights
12.1 To the extent that Licensee is an agency, contractor or instrumentality of the U.S. Government, the parties agree that the Software and Documentation are commercial computer software and commercial computer software documentation, respectively, and that Licensee's rights therein are as specified in this Licence, per FAR 12.212 and DFARS 227.7202-3, as applicable, or in the case of NASA, subject to NSF 1852.22786. ARM acknowledges that, whilst commercial computer software or commercial computer software documentation shall be acquired under licenses customarily provided to the public, such licences must be consistent with Federal law and otherwise satisfy the Government's needs ("US Government Requirements"). If there is a conflict between any US Government Requirement and any provisions of this Licence, the terms of the US Government Requirement shall prevail and the provision in question shall be deemed varied or deleted (as applicable) as required by the terms of the relevant US Government Requirement. For the avoidance of doubt, in such circumstances, all other terms, conditions and provisions of this Licence will continue to be valid to the fullest extent permitted by law in accordance with the below clause 16.
12.2 To the extent that Licensee is an agency, contractor or instrumentality of the U.S. Government, the U.S. Government authorizes and consents to all use and manufacture, in performing this Licence and the applicable Product Sale Agreement, of any invention described in and covered by a United States patent embodied in the structure or composition of any article the delivery of which is accepted by the Government under such licence or agreement.
13 Transfer of rights and obligations
13.1 This Licence is binding on you and us and on both your and our respective successors and assigns.
13.2 Subject to the remaining terms of this clause 13.2, it may not transfer, assign, charge or otherwise dispose of this Licence, or any of your rights or obligations arising under it, without our prior written consent. Any merger of Licensee, acquisition of all or substantially all of Licensee's assets or change of control of Licensee shall be deemed an assignment of this Licence for which prior written consent is required. To the extent that Licensee is an agency, contractor or instrumentality of the U.S. Government, Licensee may assign its rights under this Licence to the relevant US Government Federal Department or the successor contractor designated by the US Government Federal Department upon termination of Licensee's related prime contract with that US Government Federal Department. For the avoidance of doubt, if Licensee exercises its rights under this clause 13.2, it acknowledges and agrees that it shall remain liable to ARM in respect of its obligations under this Licence.
13.3 The Licensor may transfer, assign, charge, sub-contract or otherwise dispose of this Licence, or any of its rights or obligations arising under it, at any time.
If you have licensed the Software from a reseller, you acknowledge that your reseller is an independent contractor and there is no partnership, joint venture, agency or fiduciary relationship between your reseller and us. Your reseller has no authority to bind us to any terms and conditions you agree with your reseller.
15.1 If we do not at any time insist on strict performance of any of your obligations under this Licence, or if we do not exercise any of the rights or remedies to which we are entitled under this Licence, we do not mean to waive those rights or remedies and you will not be relieved from compliance with your obligations.
15.2 A waiver by us of any default will not be a waiver of any subsequent default.
15.3 No waiver by us of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
If any of the terms of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
17 Entire agreement
17.1 This Licence and any document expressly referred to in it are the whole agreement between us and supersede any previous arrangement, understanding or agreement between us, relating to the licensing of the Software and Documentation.
17.2 We each acknowledge that, in entering into this Licence, neither party relies on any statement, representation, assurance or warranty ("Representation") of any person (whether a party to this Licence or not) other than as expressly set out in this Licence.
17.3 Each party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as provided in this Licence.
17.4 Nothing in this clause shall limit or exclude any liability for fraud.
17.5 This Licence may not be modified except by a written variation signed by the parties or an amendment presented electronically by the Licensor to the Licensee and assented to by the Licensee (including through a "click-to-accept" mechanism). It is agreed that no use of trade or other regular practice or method of dealing between the parties hereto shall be used to modify, interpret, supplement, or alter in any manner the terms of this Licence.
18 Law and jurisdiction
18.1 Where the Product Sale Agreement specifies that the Licensor is a group company of ARM Limited incorporated in either any state within the United States of America, Canada, or any country within Central or South America, this Licence, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Delaware (excluding its conflicts of laws principles) and submitted to the exclusive jurisdiction of the courts of the State of Delaware. Notwithstanding the foregoing, to the extent that Licensee is an agency or instrumentality of the U.S. Government, disputes arising under or relating to this Licence shall be decided under the U.S. federal law of government contracting, including without limitation the Contract Disputes Act. Nothing in this Licence will prevent Licensor from enforcing its intellectual property rights or seeking injunctive or other equitable relief in any court of competent jurisdiction. The parties hereby disclaim application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.
18.2 In every other case, this Licence, its subject matter and its formation (including noncontractual disputes or claims) shall be governed by and construed in accordance with English law (excluding its conflicts of laws principles) and submitted to the nonexclusive jurisdiction of the English courts.
Arm Document Ref : LES-PRE-21157 Version 13.0_Dated 22.02.2018