iv Copyright © 2003, 2004, 2010, 2011, 2013, 2017, 2019 Arm Limited or its affiliates. All rights reserved. ARM IHI 0022G
Non-Confidential ID073019
ARM AMBA SPECIFICATION LICENCE
THIS END USER LICENCE AGREEMENT ("LICENCE") IS A LEGAL AGREEMENT BETWEEN YOU (EITHERASINGLE
INDIVIDUAL, OR SINGLE LEGAL ENTITY) AND ARM LIMITED ("ARM") FOR THE USE OF THE RELEVANT AMBA
SPECIFICATION ACCOMPANYING THIS LICENCE. ARM IS ONLY WILLING TO LICENSE THE RELEVANT AMBA
SPECIFICATION TO YOU ON CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS LICENCE. BY
CLICKING "I AGREE" OR OTHERWISE USING OR COPYING THE RELEVANT AMBA SPECIFICATION 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 RELEVANT AMBA SPECIFICATION TO YOU
AND YOU MAY NOT USE OR COPY THE RELEVANT AMBA SPECIFICATION AND YOU SHOULD PROMPTLY
RETURN THE RELEVANT AMBA SPECIFICATION TO ARM. "LICENSEE" means You and your Subsidiaries.
"Subsidiary" means, if You are a single entity, any company the majority of whose voting shares is now or hereafter owned or
controlled, directly or indirectly, by You. A company shall be a Subsidiary only for the period during which such control exists.
1. Subject to the provisions of Clauses 2, 3 and 4, Arm hereby grants to LICENSEE a perpetual, non-exclusive, non-transferable,
royalty free, worldwide licence to:
(i) use and copy the relevant AMBA Specification for the purpose of developing and having developed products that comply with
the relevant AMBA Specification;
(ii) manufacture and have manufactured products which either: (a) have been created by or for LICENSEE under the licence
granted in Clause 1(i); or (b) incorporate a product(s) which has been created by a third party(s) under a licence granted by Arm
in Clause 1(i) of such third party's Arm AMBA Specification Licence; and
(iii) offer to sell, sell, supply or otherwise distribute products which have either been (a) created by or for LICENSEE under the
licence granted in Clause 1(i); or (b) manufactured by or for LICENSEE under the licence granted in Clause 1(ii).
2. LICENSEE hereby agrees that the licence granted in Clause 1 is subject to the following restrictions:
(i) where a product created under Clause 1(i) is an integrated circuit which includes a CPU then either: (a) such CPU shall only
be manufactured under licence from Arm; or (b) such CPU is neither substantially compliant with nor marketed as being compliant
with the Arm instruction sets licensed by Arm from time to time;
(ii) the licences granted in Clause 1(iii) shall not extend to any portion or function of a product that is not itself compliant with
part of the relevant AMBA Specification; and
(iii) no right is granted to LICENSEE to sublicense the rights granted to LICENSEE under this Agreement.
3. Except as specifically licensed in accordance with Clause 1, LICENSEE acquires no right, title or interest in any Arm
technology or any intellectual property embodied therein. In no event shall the licences granted in accordance with Clause 1 be
construed as granting LICENSEE, expressly or by implication, estoppel or otherwise, a licence to use any Arm technology except
the relevant AMBA Specification.
4. THE RELEVANT AMBA SPECIFICATION IS PROVIDED "AS IS" WITH NO REPRESENTATION OR WARRANTIES
EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF SATISFACTORY
QUALITY, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT ANY
USE OR IMPLEMENTATION OF SUCH ARM TECHNOLOGY WILL NOT INFRINGE ANY THIRD PARTY PATENTS,
COPYRIGHTS, TRADE SECRETS OR OTHER INTELLECTUAL PROPERTY RIGHTS.
5. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, TO THE FULLEST
EXTENT PETMITTED BY LAW, THE MAXIMUM LIABILITY OF ARM IN AGGREGATE FOR ALL CLAIMS MADE
AGAINST ARM, IN CONTRACT, TORT OR OTHERWISE, IN CONNECTION WITH THE SUBJECT MATTER OF THIS
AGREEMENT (INCLUDING WITHOUT LIMITATION (I) LICENSEE'S USE OF THE ARM TECHNOLOGY; AND (II) THE
IMPLEMENTATION OF THE ARM TECHNOLOGY IN ANY PRODUCT CREATED BY LICENSEE UNDER THIS
AGREEMENT) SHALL NOT EXCEED THE FEES PAID (IF ANY) BY LICENSEE TO ARM UNDER THIS AGREEMENT.
THE EXISTENCE OF MORE THAN ONE CLAIM OR SUIT WILL NOT ENLARGE OR EXTEND THE LIMIT. LICENSEE
RELEASES ARM FROM ALL OBLIGATIONS, LIABILITY, CLAIMS OR DEMANDS IN EXCESS OF THIS LIMITATION.
6. No licence, express, implied or otherwise, is granted to LICENSEE, under the provisions of Clause 1, to use the Arm tradename,
or AMBA trademark in connection with the relevant AMBA Specification or any products based thereon. Nothing in Clause 1
shall be construed as authority for LICENSEE to make any representations on behalf of Arm in respect of the relevant AMBA
Specification.
7. This Licence shall remain in force until terminated by you or by Arm. Without prejudice to any of its other rights if LICENSEE
is 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 or termination of this Licence by You or by Arm
LICENSEE shall stop using the relevant AMBA Specification and destroy all copies of the relevant AMBA Specification in your
possession together with all documentation and related materials. Upon expiry or termination of this Licence, the provisions of
clauses 6 and 7 shall survive.
8. The validity, construction and performance of this Agreement shall be governed by English Law.
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