END USER LICENCE AGREEMENT FOR THE CYCLE MODELS AND CYCLE MODEL TOOLS

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 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, BUT YOU SHOULD PROMPTLY RETURN THE MEDIA ON WHICH THE SOFTWARE IS DELIVERED TO YOUR SUPPLIER OR DESTROY THE ELECTRONIC COPY OF THE SOFTWARE, AS APPLICABLE, AND ASK FOR A REFUND OF ANY LICENCE FEE PAID (IF ANY).

"Crypto Option(s)" means the software package with the part number FCT01 which includes processor instructions that enable applications you develop to accelerate cryptographic algorithms.  

"Designated Site" means the address of your premises to which ARM will electronically deliver the Software, consisting of one (1) or more buildings located within a radius of two (2) kilometres of that address.

"Licence Key" means an electronic licence key issued to you by ARM to enable the use of the Software.

"Seat" means the authorisation from ARM to use and run certain components of the Software, in the quantities stated in the sales order and delivery confirmation email and for the time periods enabled by the Licence Key.

"Software" means any software and data accompanying this Licence, any printed, electronic or online documentation supplied with it, and any updates, upgrades, patches and modifications ARM may agree to make available to you under the terms of this Licence for the Software.


1. LICENCE GRANTS.
1.1 ARM hereby grants to you, subject to the terms and conditions of this Licence, a non-exclusive, non-transferable licence, only for the Seats, to use and copy the Software at the Designated Site to compile (subject to the terms of Clause 1.2 of this Licence) an electronic design specification that is suitable for compilation by the Software and to generate a linkable software object, solely for the purpose of analysing the performance of the system. 

For the avoidance of doubt, the Software should only be used for evaluation and design exploration; and should NOT be used for the purpose of making design decisions regarding your implementation of any processor, graphics processor or system IP technology licensed by ARM ("ARM Technology") which the Software simulates. The Software only provides an indication of the likely performance of the ARM Technology with which it simulates, therefore you should only make the aforementioned decisions based on the RTL of the ARM Technology.

1.2 No right is granted to you to use the Software for the purposes of compiling any or all of the RTL of any ARM Technology.

2. OTHER RESTRICTIONS ON USE OF THE SOFTWARE.SEATS, INSTALLATION AND LICENCE KEYS: Your use of the Software is limited to the specific number of Seats issued to you by ARM. For each Seat, ARM will make a Licence Key available to you to enable use of the Software, or certain components or optional functionality in the Software, as applicable. You shall only install and use the Software and Licence Keys 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 the Designated Site; or (ii) portable computers which shall remain in the possession and control of your employees when outside such premises. 

In respect of; (i) a node locked licence, each Seat and Licence Key shall be restricted to use by a single person at any one time and limited or locked to a single item of your computer hardware (also known as host ID) on which the Seat or Licence Key is initially installed; and (ii) in respect of a floating licence, each Seat and Licence Key shall be limited or controlled by a licence server shared by multiple computers so that one authorised Licence Key is required for each simulation process concurrently using the relevant Software, except where ARM may separately agree to authorise the transfer (also known as re-hosting) of a Seat or Licence Key.  

COPYING: You shall not use or copy the Software or Licence Keys except as expressly authorised in this Licence. You may copy the delivered Software media or image for backup or archival purposes. 

PERMITTED USERS: The Software and Licence Keys shall be used only by your employees, or by your bona fide sub-contractors for whose acts and omissions you hereby agree to be responsible to ARM 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 the Designated Site; (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. Only the single individual, company or other legal entity to whom ARM is supplying this Licence may use the Software and Licence Keys. Except as provided in this clause, you shall not allow third parties (including but not limited to any subsidiary, parent or affiliated companies, or offsite contractors you may have) to use the Software or Licence Keys unless ARM specifically agrees otherwise with you on a case by case basis.

REMOTE USE: The Software and Licence Keys shall only be used at the Designated Site, except when used offsite by an employee (but not a sub-contractor) of yours, on a portable computer, in accordance with the "SEATS, INSTALLATION AND LICENCE KEYS" paragraph above, as part of his or her normal work activities, and only for your benefit.

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.

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 valid Seats and Licence Keys 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 (collectively "Academic Software"), then notwithstanding anything else in this Licence, YOU AGREE TO USE THE ACADEMIC SOFTWARE ONLY FOR ACADEMIC, NON-COMMERCIAL PURPOSES.

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. 

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 the your assets whether in a single transaction or series of transactions.  You shall not rent or lease the Software. Except as provided in the "PERMITTED USERS" paragraph above, you shall not share the Software with contractors 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 your permitted users.

3. SUPPORT AND MAINTENANCE.
If you purchased the Software directly from ARM, and you are not receiving it as Academic Software (defined in clause 2), you are entitled to reasonable support and maintenance for the Software, for the shorter period of: (i) the term of your licence to the Software (as specified by the Licence Key); and (ii) one (1) year, commencing on the date of purchase. If: (i)  the Software was provided free of charge or for evaluation; or (ii) it is Academic Software, you are not entitled to support for the Software from ARM, but ARM may, at its sole discretion provide limited support to you. 

The support will be provided on: (i) any version of the Software components defined in your Seat 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; and (ii) the export of any or all components of the Software as applicable executed in the OSCI System C proof of concept simulator.

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 upgrades, updates and patch releases to the Software as and when they are made generally available from ARM and it will only be provided on 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.Future releases of the Software might introduce backward incompatible changes. Refer to product documentation for the changes in each release and for guidance about compatibility.

ARM's obligation under this Clause 3 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. 

4. CONFIDENTIALITY AND NON-USE.
You acknowledge that the Software, Licence Keys and any benchmarking data and related information mentioned in clause 2 contains trade secrets and confidential material, and you agree to maintain 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 unauthorised disclosure and use of all such information. 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.

5. LIMITED WARRANTIES.
Unless you did not purchase the Software, ARM warrants to you that, for the period of ninety (90) days from the date of delivery of the Software to you, (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 limited 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 the 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, 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 ANY MODELS AND APPLICATION PROGRAMS YOU MAY CREATE WITH THE SOFTWARE, INCLUDING WITHOUT LIMITATION, MATERIALS DESIGNED OR INTENDED FOR MISSION CRITICAL APPLICATIONS, SUCH AS PACEMAKERS, WEAPONARY, AIRCRAFT NAVIGATION, FACTORY CONTROL SYSTEMS, ETC.. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

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 (INCLUDING LOSS OF PROFITS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE WHETHER BASED ON A CLAIM UNDER CONTRACT, TORT OR OTHER LEGAL THEORY, 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 or incidental 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 TOTAL OF SUMS PAID BY YOU TO ARM (IF ANY) FOR THIS LICENCE IN THE TWELVE MONTHS PRECEDING SUCH CLAIM . THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THE LIMIT.

7. THIRD PARTY SOFTWARE.
The Software may contain open source software. Such open source software is subject to the terms and conditions of the applicable open source software licence(s) and is not covered under the terms of this Licence. Information about such open source software accompanies the Software. 

8. U.S. GOVERNMENT END USERS.
US Government Restrictions: Use, duplication, reproduction, release, modification, disclosure or transfer of this commercial product and accompanying documentation is restricted in accordance with the terms of this Licence.

9. TERM AND TERMINATION.
This Licence shall remain in force until terminated by you, by ARM or by expiry. 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, and on expiry of this Licence, all licences granted to you under this Licence and any obligation of ARM to provide support shall terminate immediately, and you shall immediately stop using the Software and derivatives of the Software in your possession together with all documentation and related materials.   The provisions of Clauses 4, 6, 7, 8, 9 and 10 shall survive termination or expiry of this Licence.

10. GENERAL.
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, copies of Licence Keys, contents of any licence server log files, individual or concurrent usage of Seats, and any other information requested by ARM relating to Software installation, usage and Licence Key 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.K., European Union, and U.S. export control laws and regulations, including the U.S. Export Administration Act and its associated regulations (hereafter collectively referred to as "Export Regulations").  You agree to comply fully with all such Export Regulations and You agree that you shall not, either directly or indirectly, export in breach of the Export Regulations, 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 Export Regulations; or (ii) for any prohibited end use, which at the time of export requires an export license or other governmental approval, without first obtaining such license or approval. Delivery of the Software and any support and maintenance thereto (if applicable) is subject to ARM's receipt and the continued validity of any export licenses, forms or other export authorization that may be required during the term of this Licence.  You agree that any delay, denial, or revocation of an export authorization that impacts delivery will not constitute a breach of contract by ARM. 

Notwithstanding the above, if you have licensed the software package with the Crypto Option it shall have a US export control classification of ECCN 5D002.c.1 and are authorized for License Exception ENC under Section 740.17(a)(1) of the U.S Export Administration Regulations ("EAR").. Pursuant to Section 742.15 of the U.S Export Administration Regulations ("EAR"), you hereby agree and certify that, except pursuant to a license granted by the United States Department of Commerce Bureau of Industry and Security or as permitted pursuant to a License Exception under the EAR, you shall not export, re-export or release the Crypto Option to a national of a country outside the US or Canada.   For additional information about the EAR or your obligations under those regulations, please refer to the U.S. Bureau of Industry and Security's website a t http://www.bis.doc.gov.  In addition, you hereby agree and certify that you shall not breach any restriction, law, or regulation of the European Union or an individual Member State of the European Union that imposes on an exporter a burden equivalent to or greater than that imposed by the U.S. Bureau of Industry and Security Regulations. Delivery of the Software is subject to ARM's receipt of the required export forms. 



LES-PRE-20777  


26 January 2016
LES-PRE-20777
SP-Version: 2.0