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.
IHI0050
G
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Non-confidential
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