END USER LICENSE AGREEMENT FOR ARM ECOSYSTEM MODELS

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. 

DEFINITIONS 
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.  
"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. 
"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 Software) 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.

2.	YOUR OBLIGATIONS AND RESTRICTIONS ON USE 
2.1	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.

2.2	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. 

2.3	You must reproduce or preserve (as applicable) any copyright notices which are included in or with any Arm Tools or components thereof.

2.4	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). 

2.5	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.

2.6	You must comply with any technical restrictions in the Arm Tools including any restrictions that restrict use to certain components of the Arm Tools or use only for certain purposes. You shall not work around any such technical restrictions.

2.8	ARM DOCUMENTATION: You may use the Arm Documentation (if any) internally only in conjunction with your use of the Arm Software to which it relates.
	
3. DATA COLLECTION AND PRIVACY 
3.1	The Arm Software may include features that enable it to transmit certain computer information over the internet to Arm's and/or its service providers' computer systems, for example your computer's internet protocol address, computer hardware and operating system details, or the serial numbers of the Arm Tools you have licensed. This information will not be shared with any third parties and shall be used by Arm only for the purpose of Arm protecting its legitimate interests, which may include Arm verifying your right to use the Arm Tools and monitoring your compliance with  this License. 

3.2	Arm may also collect anonymous data, which, for the avoidance of doubt, cannot be used to identify individual users of the Arm Tools. This information may be used by Arm to help us understand and analyse what components or features in the Arm Tools our end users are using in order to (i) maintain and improve the quality of the Arm Tools and the end user experience, (ii) inform end users of relevant new and improved products and services, and (iii) assist end users to maximise the performance of, or solve user experience issues with, the Arm Tools.

3.3	Information collected by the Arm Software will only be used for the aforementioned purposes. Please refer to the Arm Privacy Policy https://www.arm.com/company/policies/privacy for further information on how Arm collects, uses and safeguards personal data (including but not limited to personal data collected for the protection of Arm's legitimate interests and your rights to object to its collection).
 
4.	WARRANTIES
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.

10. 	GOVERNMENT REQUIREMENTS
10.1	To the extent that you are an agency, contractor or instrumentality of the U.S. Government, you and we agree that:
(a) the Arm Tools are commercial computer software and commercial computer software documentation, and that your rights therein are as specified in this License, 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 licenses must be consistent with U.S. Federal law and otherwise satisfy the U.S. Government's needs ("U.S. Government Requirements"); and
(b)  you may assign your rights under this License to the relevant US Government Federal Department or the successor contractor designated by the US Government Federal Department upon termination of your related prime contract with that US Government Federal Department. If you exercise your rights under this clause 10.1(b), you acknowledge and agree that you shall remain liable to Arm in respect of all your obligations under this License.

10.2	If there is any material inconsistency between (i) either a U.S. Government Requirement or a requirement of another government with which Arm is mandated by statute to comply and (ii) any provision of this License, the terms of the relevant 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 government requirement. For the avoidance of doubt, in such circumstances, all other terms, conditions and provisions of this License will continue to be valid to the fullest extent permitted by law in accordance with the below clause 12.3.

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	Upon termination of this License, the provisions of Clauses 2, 4, 5, 6, 7 and 8 of this License shall survive.

8.	GENERAL
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. 


LES-PRE-22042 - version 1.2 - EULA FOR ARM ECOSYSTEM MODELS




