END USER LICENSE AGREEMENT FOR ARM AI MODEL OPTIMIZER PERFORMANCE EVALUATION SOFTWARE
THIS END USER LICENSE AGREEMENT (“LICENSE”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER A SINGLE INDIVIDUAL OR A SINGLE LEGAL ENTITY) AND ARM LIMITED (“ARM”) FOR THE USE OF THE ARM AI MODEL OPTIMIZER PERFORMANCE EVALUATION SOFTWARE AND RELATED MATERIALS DISTRIBUTED BY ARM (“SOFTWARE”). ARM IS ONLY WILLING TO LICENSE THE SOFTWARE TO YOU ON CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS LICENSE. BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, ARM WILL NOT LICENSE THE SOFTWARE TO YOU AND YOU MAY NOT DOWNLOAD, INSTALL, COPY OR USE THE SOFTWARE.
The Software is distributed and sublicensed by Arm under license and may include third-party and open-source software components that are subject to separate license terms.
1. DEFINITIONS
“Performance Results” means performance, compatibility or other technical measurements or results generated through use of the Software, which may include measurements relating to latency, throughput, memory usage, model size, accuracy or other performance characteristics.
“Third Party Material” means any third-party or open-source software component included in the Software and subject to separate license terms.
2. LICENSE GRANTS TO YOU
2.1 Subject to the terms and conditions of this License, Arm grants you a non-exclusive, non-transferable, worldwide, royalty-free license to:
(i) download, install, execute and use the Software for the purpose of evaluating the performance or compatibility of AI models and devices supported by the Software; and
(ii) make copies of the Software as reasonably necessary for installation, backup and internal deployment.
2.2 Any copy of the Software made pursuant to Clause 2.1 must remain unmodified and must retain this License and all copyright, proprietary, third-party license and attribution notices supplied with the Software.
2.3 Except as expressly provided in this License or the applicable license terms for any Third Party Material, no license or other rights are granted in respect of the Software or any underlying technology. No ownership of the Software or any underlying technology is transferred to you and all rights not expressly granted are reserved.
3. RESTRICTIONS ON USE OF THE SOFTWARE
Except to the extent that such activity is permitted by applicable law and cannot lawfully be excluded, or is expressly permitted by the applicable license terms solely in respect of any Third Party Material:
COPYING AND REDISTRIBUTION: You shall not use, copy, reproduce or distribute the Software except as expressly authorized in this License.
MODIFICATION: You shall not modify, adapt or create derivative works of the Software.
REVERSE ENGINEERING: You shall not reverse engineer, decompile or disassemble the Software.
NOTICES: You shall not remove, obscure or alter any copyright, license, proprietary or attribution notice included with the Software.
COMMERCIAL EXPLOITATION: You shall not sell, rent, sublicense or commercially exploit the Software as a standalone product or service.
4. YOUR MODELS AND DATA
You are responsible for ensuring that you have all rights and permissions necessary to use any AI model, data or other material that you use with the Software.
Nothing in this License grants you any rights in any third-party AI model, data or other material.
5. PERFORMANCE RESULTS
This License does not impose any confidentiality or non-disclosure obligation on you in relation to Performance Results generated through your use of the Software. Subject to any rights or restrictions applicable to the underlying model, data or device, you may use and disclose those Performance Results.
Performance Results may vary depending on factors including the AI model, model configuration, architecture, target device, operating environment and other technical conditions.
Performance Results are provided for evaluation and informational purposes. They do not constitute a certification or guarantee of the performance, suitability, compatibility or behavior of any AI model, device or configuration, and results obtained in one environment may not be reproduced in another environment.
6. SUPPORT AND MAINTENANCE
Arm is not obligated under this License to provide any maintenance, support, updates or corrections in respect of the Software.
7. THIRD PARTY MATERIAL
The Software may include Third Party Material. Details relating to any Third Party Material and the applicable license, copyright and attribution notices are provided with the Software.
Your use of Third Party Material is subject to your compliance with the applicable third-party or open-source license terms. To the extent of any conflict between this License and those separate license terms, the separate license terms shall prevail in relation to the relevant Third Party Material.
Nothing in this License is intended to restrict or override any rights granted to you under an applicable third-party or open-source license.
You shall retain any copyright, license, attribution or other notices required by the applicable third-party or open-source license when reproducing or using the relevant Third Party Material.
8. NO WARRANTIES
YOU AGREE THAT THE SOFTWARE AND PERFORMANCE RESULTS ARE PROVIDED “AS IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARM AND ITS LICENSORS EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER TERMS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION AS TO SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, FREEDOM FROM ERRORS AND UNINTERRUPTED OPERATION.
9. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ARM OR ITS LICENSORS 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.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LICENSE, 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 LICENSE SHALL NOT EXCEED $10.00 USD. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THE LIMIT.
Nothing in this License excludes liability for death or personal injury arising from Arm's negligence or fraud.
10. TERM AND TERMINATION
This License and the rights granted to you by Arm under it shall terminate automatically if you materially breach this License.
Upon termination of this License, you shall stop using the Software and delete all copies of the Software in your possession or control, except to the extent that you have separate rights to retain or use Third Party Material under the applicable third-party or open-source license terms.
Termination of this License shall not terminate any rights independently granted to you under an applicable third-party or open-source license.
Clauses 2.3, 3, 4, 5, 7, 8, 9, 10 and 11 shall survive termination of this License.
11. GENERAL
SEVERABILITY: If any provision of this License is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this License shall not be affected and shall continue in full force and effect.
EXPORT CONTROL AND SANCTIONS: The Software provided under this License may be subject to U.K., European Union, and U.S. export control and sanctions laws and regulations, including the U.S. Export Administration Regulations (“EAR”) (hereafter collectively referred to as “Export Regulations”). You agree to comply fully with all applicable Export Regulations. You shall not, either directly or indirectly, export in breach of the Export Regulations any material received under this License, nor any direct products thereof: (i) to any country, company or person subject to export restrictions or sanctions under the applicable Export Regulations 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, and without prior written consent from Arm. Software provided under this License is dual-use, and is not listed on the UK Military List, nor is it subject to the International Traffic in Arms Regulations (ITAR), the 500/600 Series of the EAR or other military export control regimes. You are prohibited from providing or using with the Software ITAR-controlled technical data, 500/600 series-controlled technology, UK strategic military data, or any other data that might require an export license or other export authorization, without prior written consent from Arm. In the event that any Software provided under this License is subject to the U.S. Federal Acquisition Regulations (“FAR”), U.S. Department of Energy Acquisition Regulation (“DEAR”), and related supplements including but not limited to the Defense Federal Acquisition Regulation Supplement (“DFARS”), (hereafter collectively referred to as “Government Regulated Software”), such Government Regulated Software shall consist solely of dual-use export items and technology and only commercial items. You shall be responsible for ensuring that any Government Regulated Software provided to the US Government under the terms of this License is provided with the rights and restrictions described elsewhere herein.
GOVERNING LAW: This License is governed by the laws of England and Wales.