END USER LICENCE AGREEMENT FOR THE Deliverables.
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 Deliverables ACCOMPANYING THIS LICENCE. ARM IS ONLY WILLING TO LICENSE THE DELIVERABLES 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 Deliverables 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 Deliverables TO YOU AND YOU MAY NOT INSTALL, USE OR COPY THE Deliverables, AND YOU SHOULD PROMPTLY RETURN THE Deliverables TO ARM.
- DEFINITIONS.
“Authorised Purpose” means the right to use the ARM Deliverables internally on LICENSEE’s hardware devices which contain a GPU, in order to test and evaluate the performance of, and subsequently debug and optimize, LICENSEE’s graphics software applications that conform to the Khronos Vulkan application programming interface.
“Deliverables” means the software binaries accompanying this Licence, and any printed, electronic or online documentation supplied with it, in all cases relating to ARM’s PerfDoc Tool.
“Input” means all suggestions, comments, feedback, ideas, or know-how (whether in oral or written form) provided by you to ARM under this Licence.
“Subsidiary” means any company the majority of whose voting shares is now or hereafter owned or controlled, directly or indirectly, by ARM. A company shall be a Subsidiary only for the period during which such control exists.
“Term” means the period of one (1) year commencing on the date that you use the Deliverables.
- LICENCE GRANT.
DELIVERABLES: ARM hereby grants to you, subject to the terms and conditions of this Licence, a nonexclusive, nontransferable, royalty free, worldwide licence to use and copy the Deliverables solely for the Authorised Purpose and only during the Term.
2A. LICENCE TO ARM
You may at your discretion deliver any Input to ARM.
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 or all of the Deliverables and any other ARM product(s).
Except as expressly licensed above to ARM in this Clause 2A, you retain all right, title and interest in and to the Input provided by you under this Licence.
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;
For the avoidance of doubt, ARM shall be free to use, copy, disclose or otherwise distribute any Input as part of any or all of the Deliverables and any other ARM product(s) to any third party or pursuant to any of the licences granted above in this Clause 2A without obligation or restriction of any kind.
- RESTRICTIONS ON USE OF THE DELIVERABLES.
RESTRICTIONS ON LICENSED RIGHTS: No right is granted to you under the terms of this Licence to manufacture, have manufactured, or sell, supply or distribute the Deliverables or any products which take into use or which embody any or all of the Deliverables, or any of the intellectual property embodied therein or sublicence any of the foregoing rights to any third party.
COPYING: You shall not copy the Deliverables except as necessary for use of the Deliverables under the licence grants in Clause 2. You may make one additional copy of the downloaded Deliverables solely for backup or archival purposes.
RESULTS: You shall treat any and all behaviour and performance figures relating to the Deliverables, and any other results of your use and testing of the Deliverables which are indicative of the performance, efficacy, reliability or quality of any ARM technology (“Results”) as confidential information, and you shall not disclose such information to any third party without the express written permission of ARM. ARM may agree to waive the restrictions in this paragraph if requested in writing. You agree that the Results are not representative of simulation results that may be obtained on Mali™ hardware.
PERMITTED USERS: The Deliverables shall only be used 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 any acts and omissions of your employees, and provided always that such sub-contractors; (i) work only onsite at your premises; (ii) comply with the terms of this Licence; (iii) are contractually obligated to use the Deliverables 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 immediately on creation. Only the single individual, company or other legal entity to whom ARM is supplying this Licence may use the Deliverables. 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 Deliverables unless ARM explicitly agrees otherwise with you, in writing, on a case by case basis.
REMOTE USE: The Deliverables shall only be used onsite at your premises, except when legitimately used offsite by an employee (but not a sub-contractor) of yours, in whose control the Deliverables shall remain at all times, 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 Deliverables. If the Deliverables were provided to you in Europe you shall not reverse engineer, decompile or disassemble any of the Deliverables for the purposes of error correction.
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 Deliverables. You shall not share the Deliverables with contractors (except as identified in the ‘PERMITTED USERS’ clause above in this Clause 3) or other third parties.
COPYRIGHT AND RESERVATION OF RIGHTS: The Deliverables are owned by ARM or its licensors and is protected by copyright and other intellectual property laws and international treaties. The Deliverables are licensed not sold. You acquire no rights to the Deliverables other than as expressly provided by this Licence. You shall not remove from the Deliverables 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 Deliverables made by you or other permitted users.
- CONFIDENTIALITY.
You acknowledge that (i) the Deliverables; (ii) any know-how relating to the Deliverables which may be provided as part of any support; (iii) the Results; and (iv) any related information mentioned in clause 3; all contain trade secrets and confidential material and you agree to maintain all 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 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 Deliverables under the licences granted in this Licence. You agree to allow ARM to disclose your confidential information to Subsidiaries of ARM subject to terms and conditions of confidentiality substantially similar to those set out above in this clause 4.
- NO SUPPORT.
ARM has no obligation to provide you with support and maintenance in respect of the Deliverables, but ARM may, at its sole discretion, choose to provide limited support and maintenance services to you.
- NO WARRANTIES.
YOU AGREE THAT THE DELIVERABLES ARE LICENSED “AS IS”, AND THAT ARM EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER TERMS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY, MERCHANTIBILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
YOU EXPRESSLY ASSUME ALL LIABILITIES AND RISKS, FOR USE OR OPERATION OF ANY APPLICATION PROGRAMS YOU CREATE WITH THE DELIVERABLES, AND YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
- 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 (INCLUDING LOSS OF PROFITS) ARISING OUT OF THE USE OR INABILITY TO USE THE DELIVERABLES WHETHER BASED ON A CLAIM UNDER CONTRACT, TORT OR OTHER LEGAL THEORY, EVEN IF ARM OR ANY SUCH LICENSOR 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 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 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 GREATER OF THE TOTAL OF SUMS PAID BY YOU TO ARM (IF ANY) FOR THIS LICENCE AND US$5.00.
- 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.
- TERM AND TERMINATION.
Unless earlier terminated by you or by ARM, this Licence shall remain in force until the expiry of the Term.
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 expiry of the term, or earlier termination of this Licence by you or by ARM, you shall immediately stop using the Deliverables, any know-how relating to the Deliverables which may be provided as part of any support, the Results and any related information mentioned in clause 3 which contains trade secrets and confidential material (the “Materials”) and destroy all copies of the Materials in your possession.
The provisions of Clauses 1, 2A, 4, 6, 7, 8, 9, and 10 shall survive termination of this Licence.
- GENERAL.
This Licence is governed by English Law. Except where ARM agrees otherwise in a written contract signed by you and ARM, 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. 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 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 Deliverables provided under this Licence is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. You agree to comply fully with all laws and regulations of the United States and other countries (“Export Laws”) to assure that the Deliverables, are not: (i) exported, directly or indirectly, in violation of Export Laws, either to any countries that are subject to U.S.A. export restrictions or to any end user who has been prohibited from participating in the U.S.A. export transactions by any federal agency of the U.S.A. government; or (ii) intended to be used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.
ARM contract reference: LES-PRE-21131-V2.0
/end
I accept the terms of the EULA, proceed to download PerfDoc tool
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