ARM IHI 0032C Copyright © 2006, 2012, 2021 Arm Limited or its affiliates. All rights reserved. iii
ID120321 Non-Confidential
AMBA SPECIFICATION LICENCE
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 ARM'S
INTELLECTUAL PROPERTY (INCLUDING, WITHOUT LIMITATION, ANY COPYRIGHT) IN THE RELEVANT AMBA
SPECIFICATION ACCOMPANYING THIS LICENCE. ARM LICENSES 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.
"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 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
