SIMPLIFIED END USER LICENSE AGREEMENT FOR FREE OF CHARGE ARM REDISTRIBUTABLES
This end user license agreement ("License") is a legal agreement between you (a single individual), or the company or organisation (a single legal entity) that you represent and have the legal authority to bind, and Arm relating to use of the Arm Tools. By clicking "I Agree" or by installing or otherwise using the Arm Tools you indicate that you agree to be bound by all of the terms and conditions of this License.
For the purposes of this License the following words and expressions shall have the following meanings:
"Arm" means Arm Limited whose registered office is situated at 110 Fulbourn Road, Cambridge CB1 9NJ, England and/or any member of Arm's group of companies.
"Arm Tools" means any and all software, firmware, data and associated documentation licensed to you by Arm under this License and any Updates thereto.
"Third Party Licenses File" means a software file or folder typically named 'third_party_licenses' located within the 'license_terms' folder in an Arm Tool (or components thereof) which (if applicable) details any third party material included in the relevant Arm Tool which is not licensed under the terms of this License, and a reference to the applicable third party license terms and conditions.
"Update" means an update, patch, hotfix, bug fix, support release, modification or limited functional enhancement (as applicable) to an Arm Tool or component thereof, including but not limited to error corrections to any program or associated documentation developed by or for Arm comprised in the Arm Tools, which (i) Arm makes generally available to the market, and (ii) does not, in Arm's opinion, constitute an upgrade or a new product.
"Your Hardware" means hardware manufactured or developed by you or on your behalf, or hardware owned or licensed by you, which is supported by the Arm Tools.
"Your Reports" means any written reports or other information relating to the behavior or performance of Your Software or Your Hardware, in html, binary, text or any other format, generated by you from or using the Arm Tools and any modifications thereto.
"Your Software" means any software owned or licensed by you (including, but not limited to, applications, libraries and Arm API compliant plug-ins, but excluding Arm Tools) which is supported by (or developed by you using) the Arm Tools.
1. LICENSE GRANT
1.1 Subject to your compliance with the terms and conditions of this License Arm hereby grants to you a license to use the Arm Tools (or components thereof) for the purpose of:
(a) building, developing, testing, debugging, analysing and optimising Your Software or Your Hardware; and
(b) generation of Your Reports, and use of Your Reports to develop, test, debug, analyse and optimise Your Software or Your Hardware; and
(c) incorporating, compiling and/or linking the Arm Tool or components thereof into Your Software, provided that Your Software contains substantial additional functionality; and (ii) subject to clause 2.1 below, reproducing and redistributing the Arm Tool or components thereof (and permitting your customers and/or your authorised distributors to reproduce and redistribute the components), only in object code form, and only as part of Your Software. You may only copy the Arm Tools (or any component thereof) to the extent that such copying is incidental to the permitted uses set out in this clause 1.1, including installation, backup and execution.
1.2 Arm shall not be obligated to provide any support, Updates or other maintenance in respect of the Arm Tools.
2. YOUR OBLIGATIONS AND RESTRICTIONS ON USE
2.1 Any redistribution as permitted by this License is subject to your compliance with the following:
(a) You are responsible for ensuring that such customers, authorised distributors and third parties accept, and are contractually bound (by agreement with you or directly with Arm) to comply with, the terms and conditions of this License;
(b) Any use by you of Arm's or any of its licensors' names, logos or trademarks to publicise or market any of Your Software containing (or developed or generated using) Arm Tools is subject to you obtaining express written permission from Arm;
(c) You warrant that you shall not make any representations or warranties on behalf of Arm in respect of any of the Arm Tools or in respect of any other software, reports or documentation developed or generated by you in accordance with the license grants set out in this License; and
(d) You must reproduce or preserve (as applicable) any copyright notices which are included in or with any Arm Tools or components thereof.
2.2 Your use of the Arm Tools shall specifically exclude the reverse engineering, decompiling, disassembly, translation, adaptation, arrangement or other alteration of any part of the Arm Tools (except to the extent that applicable law overrides this provision or any part hereof).
2.3 The Arm Tools are owned by Arm and/or its licensors and are protected by copyright and other intellectual property rights, laws and international treaties. The Arm Tools are licensed not sold. Except as expressly provided by this License, you acquire no rights to the Arm Tools or any element thereof, or to any other Arm products or services. You shall not remove from the Arm Tools any copyright notice or other notice (including this License) and shall ensure that any such notice is reproduced in any reproduction of the whole or any part of the Arm Tools.
2.4 You agree not to circumvent or work around any feature, key or other licensing control mechanism included in an Arm Tool that ensures your use is consistent with the keys or features that you have licensed from Arm under this License.
2.5 You may use Arm documentation (if any) internally only in conjunction with your use of the Arm software to which it relates.
3. LICENSE OF FEEDBACK TO ARM
You may at your discretion deliver any suggestions, comments, feedback, ideas, or know-how (whether in oral or written form) to Arm relating to or connected with your use of the Arm Tools ("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. Except as expressly notified by you to Arm (in writing which may include email) to the contrary, you hereby grant to Arm under your and your affiliates (as applicable) intellectual property, a perpetual, irrevocable, royalty free, non-exclusive, worldwide license 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). For the avoidance of doubt, if, during the term of this License, you provide notice to Arm revoking the license granted under this clause 3, you acknowledge and agree that such revocation shall not apply to Feedback delivered to Arm prior to the date of receipt of the revocation notice, and that (notwithstanding the foregoing) Arm shall continue to be permitted to use Feedback received after the date of receipt of the revocation notice for internal purposes. Except as expressly licensed to Arm in this clause 3, you retain all right, title and interest in and to the Feedback provided by you under this License.
4.1 YOU AGREE THAT THE ARM TOOLS ARE 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 ACKNOWLEDGE THAT IT IS YOUR RESPONSIBILITY TO SATISFY YOURSELF THAT THE ARM TOOLS ARE FIT FOR THE INTENDED PURPOSE AND SATISFY YOUR REQUIREMENTS, INCLUDING COMPATIBILITY WITH YOUR HARDWARE, AND YOU EXPRESSLY ASSUME ALL LIABILITIES AND RISKS RELATING TO (I) ANY USE OF AN ARM TOOL WHICH IS INCONSISTENT WITH ITS DESIGN OR ANY GUIDANCE PROVIDED TO YOU IN ANY APPLICABLE DOCUMENTATION ACCOMPANYING THE SOFTWARE, AND/OR (II) ANY USE OF AN ARM TOOL WITH YOUR SOFTWARE OR YOUR HARDWARE WHERE SUCH SOFTWARE OR HARDWARE (AS APPLICABLE) IS NOT SUPPORTED BY OR COMPATIBLE WITH THE RELEVANT ARM TOOL.
4.2 You expressly assume all liabilities and risks relating to your use or operation of Your Software and Your Hardware designed or modified using the Arm Tools, including without limitation, Your software or Your Hardware designed or intended for safety-critical applications. Should Your Software or Your Hardware prove defective, you assume the entire cost of all necessary servicing, repair or correction.
5. LIMITATION OF LIABILITY
5.1 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 OF, OR INABILITY TO USE, THE ARM TOOLS, WHETHER BASED ON A CLAIM UNDER CONTRACT, TORT OR OTHERWISE, EVEN IF ARM WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5.2 Arm does not seek to limit or exclude liability for death or personal injury arising from Arm's negligence or Arm's fraud. Arm acknowledges that certain jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages, and in such cases the above limitation relating to liability for consequential damages may not apply to you.
5.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LICENSE, THE MAXIMUM LIABILITY OF ARM TO YOU IN AGGREGATE (IN CONTRACT, TORT OR OTHERWISE) IN RELATION TO OR IN CONNECTION WITH THE SUBJECT MATTER OF THIS LICENSE SHALL NOT EXCEED THE GREATER OF (I) THE TOTAL SUMS PAID BY YOU TO ARM (IF ANY) FOR THIS LICENSE, AND (II) $10.00 USD. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THE LIMIT.
6. THIRD PARTY MATERIAL
6.1 The Arm Tools 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 License.
6.2 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 Arm Tools and any Third Party Material from which the Arm Tools are derived, and/or your use of any or all of the Third Party Material in connection with Your Software or Your Hardware, including (without limitation) any warranties of satisfactory quality or fitness for a particular purpose.
6.3 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 License and the legal terms applicable to any Third Party Material, even if advised in advance of the possibility of such damages.
7. TERM AND TERMINATION
7.1 Subject to clauses 7.2 and 7.3 below, this License shall remain in force until terminated by you or Arm.
7.2 Arm may terminate this License at any time for any reason by giving written notice to you.
7.3 In the event of a party breaching of any of the terms and conditions of this License, which if capable of remedy, has not been remedied by that party within thirty (30) days of the date of breach, without prejudice to any of its other rights under this License, the non-breaching party may terminate this License immediately upon giving written notice to the breaching party. Upon termination of this License by you or by Arm you shall immediately (i) stop using the Arm Tools (or any element thereof) and, (ii) destroy all copies of the same in your possession or control.
7.4 Notwithstanding the foregoing, except where Arm has terminated this License for your breach, your rights (if applicable) to distribute any of Your Software or Your Hardware developed prior to termination of this License, either (i) developed using the Arm Tools; or incorporating or linking to the Arm Tools or components thereof (as permitted by this License) shall, subject to your continued compliance with the terms and conditions of this License, survive such termination.
7.5 Upon termination of this License, the provisions of clauses 2 to 8 of this License shall survive.
8.1 This License is governed by English Law. Notwithstanding the foregoing, to the extent that you are an agency, contractor or instrumentality of the U.S. Government, disputes arising under or relating to this License shall be decided under the U.S. federal law of government contracting, including without limitation the Contract Disputes Act. Nothing in this License shall prevent you from enforcing your 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.
8.2 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 Arm Tools and it may only be modified by written agreement between you and Arm. No terms and conditions contained in any purchase order or other document issued by you, or any advertising or other representation by you or any third party shall add to, supersede or in any way vary the terms and conditions of this License. This License (and any documents expressly incorporated into it by reference herein) represents the entire agreement between you and Arm in relation to its subject matter.
8.3 If any clause or sentence in this License is held by a court of law to be illegal or unenforceable, the remaining provisions of this License shall not be affected. Any failure by Arm to enforce any of the provisions of this License, unless waived in writing, shall not constitute a waiver of Arm's rights to enforce such provision or any other provision of this License in the future.
Arm document version 1.0, effective 24 June 2020