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-12 March 2019                CONFIDENTIAL           LES-PRE-21570 SP-Version 1.0
-
-END USER LICENCE AGREEMENT FOR THE SOFTWARE ASSOCIATED WITH THE 
-ARM® NEOVERSE™ N1 SYSTEM DEVELOPMENT PLATFORM 
-
-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, BUT YOU SHOULD PROMPTLY RETURN THE 
-DELIVERABLES TO YOUR SUPPLIER AND ASK FOR A REFUND OF ANY LICENCE FEE PAID.
-
-“Hardware” means the Arm® NeoverseTM N1 System Development Platform, which is 
-comprised of a hardware development board purchased or borrowed directly from 
-Arm or its authorised distributors.
-
-"Deliverables" means any software, firmware, boardfiles, data and 
-documentation accompanying this Licence, any printed, electronic or online 
-documentation supplied with it, and any updates, patches and modifications 
-Arm may make available to you under the terms of this Licence, in all cases 
-relating to the supporting deliverables for the Hardware. 
-
-“Purpose” means the use of the Deliverables solely for the purposes of: (1) 
-your internal development, testing and debugging of software applications 
-that are designed to run solely on microprocessors manufactured under licence 
-from Arm; and (2) prototyping hardware designs incorporating the Deliverables  
-
-
-1.  LICENCE GRANTS.
-DELIVERABLES: Arm hereby grants to you, subject to the terms and conditions 
-of this Licence, a non-exclusive, non-transferable licence solely for use on 
-the Hardware and only for the Purpose to use and copy the Deliverables 
-identified in the Schedule.
-
-You shall not modify the Deliverables. You shall not redistribute or 
-sub-licence any of the Deliverables.
- 
-2.  RESTRICTIONS ON USE OF THE DELIVERABLES.
-COPYING: You shall not use or copy the Deliverables except as expressly 
-authorised in this Licence. You may make one additional copy of the delivered 
-Deliverables media or image for backup or archival purposes.
-
-PERMITTED USERS: The Deliverables 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 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. 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 specifically agrees otherwise with you on a case 
-by case basis.
-
-NO REMOTE USE: The Deliverables shall only be used onsite at your premises 
-and only for your benefit.
-
-MULTIPLE VERSIONS: The media on which the Deliverables resides may contain 
-more than one version of the Deliverables, each of which is compatible with a 
-different operating system (such as Microsoft Windows and Red Hat Linux). 
-
-ACADEMIC OR EDUCATIONAL USERS ONLY: If you or your employer or institution 
-paid academic or educational pricing for the Deliverables, or the 
-Deliverables are identified as an academic or educational version (together 
-“Academic Software”), then notwithstanding anything else in this Licence, YOU 
-AGREE TO USE THE ACADEMIC SOFTWARE ONLY FOR ACADEMIC, NON-COMMERCIAL 
-PURPOSES, AND ARM DOES NOT GRANT YOU ANY RIGHTS TO DISTRIBUTE OR SUB-LICENSE 
-ANY APPLICATIONS DEVELOPED USING THE ACADEMIC SOFTWARE UNDER THIS LICENCE. 
-
-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.
-
-BENCHMARKING: This licence does not prevent you from using the Deliverables 
-for internal benchmarking purposes. However, you shall treat any and all 
-benchmarking data, and any other results of your use or testing of the 
-Deliverables which are indicative of 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: You shall not rent or lease the 
-Deliverables. Except as identified in the “PERMITTED USERS” paragraph above, 
-you shall not share the Deliverables with contractors or third parties. 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 Deliverables. You shall not share the Deliverables with 
-contractors (except as identified in the ‘PERMITTED USERS’ clause above) or 
-other third parties.
-
-COPYRIGHT AND RESERVATION OF RIGHTS: The Deliverables are owned by Arm or its 
-licensors and are 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 your 
-permitted users.
-
-3.  SUPPORT AND MAINTENANCE.
-If you purchased the Deliverables directly from Arm, and you are not 
-receiving them as an update or upgrade or as Academic Software (defined in 
-Clause 2), you are entitled to reasonable support and maintenance for the 
-Deliverables for the period of six (6) months from the date of purchase. The 
-support will be provided on any version of the Deliverables which, at the 
-date of your support request, are 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. 
-
-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 Deliverables as and when they are made generally 
-available from Arm.  
-
-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. If you purchase 
-support and maintenance for additional years it will be provided pursuant to 
-this Clause 3 and will be subject to the terms and conditions of this Licence.
-
-If you are receiving the Deliverables as an update, you obtain no rights to, 
-and shall not, install or use the update, as applicable, unless you have 
-first ceased all use of, and deleted your Deliverables for the version of the 
-Deliverables that you are updating or upgrading, as applicable. Future 
-releases of the Deliverables might introduce backward incompatible changes. 
-Please refer to product documentation for the changes in each release and for 
-guidance about compatibility.
-
-If; (i) you obtained the Deliverables from an Arm authorised reseller or 
-other third party; (ii) Deliverables were provided free of charge or for 
-evaluation; or (iii) it is Academic Software, you are not entitled to any 
-support for the Deliverables from Arm, but Arm may, at its sole discretion 
-provide limited support to you. The vendor of the Deliverables may or may not 
-offer support to you for the Deliverables. Please refer to the Technical 
-Support area of http://www.arm.com for contact details for Arm’s support 
-service and (if applicable) other authorised support channels.  Arm shall be 
-under no obligation to provide support in respect of any modifications (where 
-permitted) to the Deliverables.
-
-4.  CONFIDENTIALITY.
-You acknowledge that the Deliverables, any benchmarking data and related 
-information mentioned in Clause 2 contain trade secrets and confidential 
-material, and you agree to maintain them 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 (i) 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; and (ii) inform Arm’s partner; 
-Taiwan Semiconductor Manufacturing Company Ltd, that you have entered into 
-this Licence with Arm.
-
-5.  LIMITED WARRANTIES.
-For the period of ninety (90) days from the date of receipt by you of the 
-Deliverables, Arm warrants to you that (i) the media on which the 
-Deliverables are provided shall be free from defects in materials and 
-workmanship under normal use; and (ii) the Deliverables will perform 
-substantially in accordance with the 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 Deliverables; or (b) using reasonable efforts to correct material, 
-documented, reproducible defects in the Deliverables and delivering such 
-corrected Deliverables to you. Any replacement Deliverables will be warranted 
-for the remainder of the original warranty period or thirty (30) days, 
-whichever is the longer.
-
-EXCEPT AS PROVIDED ABOVE, YOU AGREE THAT THE DELIVERABLES ARE 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 
-SOFTWARE APPLICATIONS, INCLUDING WITHOUT LIMITATION, APPLICATIONS DESIGNED OR 
-INTENDED FOR MISSION CRITICAL APPLICATIONS, SUCH AS PACEMAKERS, WEAPONARY, 
-AIRCRAFT NAVIGATION, FACTORY CONTROL SYSTEMS, ETC. SHOULD THE DELIVERABLES 
-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 
-DELIVERABLES 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 or willful misconduct 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, BUT 
-SUBJECT TO THE PREVIOUS PARAGRAPH, 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; (I) THE TOTAL OF SUMS PAID BY YOU TO ARM (IF ANY) FOR THIS 
-LICENCE; AND (II) $10 USD.  THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT 
-ENLARGE OR EXTEND THE LIMIT.
-
-7.  THIRD PARTY SOFTWARE.
-The Deliverables may contain open source software, and the use of such open 
-source software is expressly subject to the terms of the applicable 
-license(s) for that open source software. Information about such open source 
-software and applicable open source license(s) accompanies the Software. 
-
-8.  GOVERNMENT END USERS.
-US Government Restrictions: Use, duplication, reproduction, release, 
-modification, disclosure or transfer of the Deliverables is restricted in 
-accordance with the terms of this Licence.
-
-9.  TERM AND TERMINATION.
-This Licence shall remain in force until terminated by you or by Arm. 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: (i) you shall 
-stop using the Deliverables and confidential information and destroy all 
-copies of the Deliverables and confidential information in your possession 
-together with all documentation and related materials; and (ii) Arm’s 
-obligation to provide support and maintenance shall terminate immediately. 
-The provisions of Clauses 4, 6, 7, 8, 9 and 10 shall survive termination 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 Deliverables and it may only be modified by written 
-agreement between you and Arm. 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.
-
-The Deliverables provided under this Licence are 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 (1) 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 (2) intended to be used for any purpose prohibited by Export 
-Laws, including, without limitation, nuclear, chemical, or biological weapons 
-proliferation. 
-
-
-ARM contract references: LES-PRE-21570 
-