END USER LICENCE AGREEMENT FOR THE MALI USERSPACE DRIVER AND FIRMWARE IN BINARY FORM (“Mali DRIVER”)  

THIS END USER LICENCE AGREEMENT (“LICENCE”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER A SINGLE INDIVIDUAL, OR SINGLE LEGAL ENTITY) (“You” or “you”) AND ARM LIMITED ("ARM") FOR THE USE OF THE SOFTWARE ACCOMPANYING THIS LICENCE. ARM IS ONLY WILLING TO LICENSE THE SOFTWARE 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 SOFTWARE YOU INDICATE THAT YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS LICENCE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, ARM IS UNWILLING TO LICENSE THE SOFTWARE TO YOU AND YOU MAY NOT INSTALL, USE OR COPY THE SOFTWARE, AND YOU SHOULD PROMPTLY RETURN THE SOFTWARE TO YOUR SUPPLIER.


“Applications” means applications for use solely in conjunction with Mali-based products manufactured under licence from ARM. 

“Firmware” means software that provides the low-level control for the Mali specific hardware.

“Mali Userspace Driver” means the part of the Mali Driver that is intended to execute in the userspace memory.

“Output” means data resulting from your use of the Software and all direct and indirect derivatives thereof. 

“Software” means the binary form of the Mali Userspace Driver software and Firmware and any printed, electronic or online documentation accompanying this Licence. 

“Standard” means any specification which: (a) contains engineering or technical criteria, methods, processes or practices; (b) has been approved by a formal committee; and (c) is made available, whether publicly or to members, by a broadly recognized organization whose primary business objective is the development, approval and dissemination of specifications for the purpose of achieving standardization. The supported Standards can be found in the text file Standards.txt.

1. LICENCE GRANTS TO YOU.
1.1 ARM hereby grants to you, subject to the terms and conditions of this Licence, a non-exclusive, non-transferable, revocable, worldwide licence to: 

(i)	use and copy the Software solely for the purposes of running Applications; and
(ii)	subject to Clause 1.2, distribute the whole of the Software; and/or (b) the whole or any part of the Software together with, or as incorporated into, Applications; and 

1.2 If you choose to redistribute the whole or any part of the Software pursuant to the licences granted in Clause 1.1(ii), you agree: (i) not to use ARM’s or any of its licensors names, logos or trademarks to market Applications; (ii) to retain any and all copyright notices and other notices (whether ARM’s or its licensor’s) which are included with the Software; and (iii) include a copy of this Licence with such redistribution. 

2. RESTRICTIONS ON USE OF THE SOFTWARE.
BENCHMARKING: This Licence does not prevent you from using the Software for benchmarking purposes. However, you shall ensure that any and all benchmarking data relating to the Software, and any other results of your use or testing of the Software which are indicative of its performance, efficacy, reliability or quality, shall not be used to disparage ARM, its products or services, or in a manner that, in ARM’s reasonable judgment, may diminish or otherwise damage the reputation of ARM.

COPYRIGHT AND RESERVATION OF RIGHTS: The Software is owned by ARM or its licensors and is protected by copyright and other intellectual property laws and international treaties. The Software is licensed not sold. You acquire no rights to the Software other than as expressly provided by this Licence. You shall not remove from the Software 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 Software made by you or other permitted users.

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 Software. If the Software was provided to you in Europe you shall not reverse engineer, decompile or disassemble any of the Software for the purposes of error correction.

RESTRICTED USE
You agree that you shall not use the Software or the Output other than pursuant to and in accordance with the exercise of any of the licences granted under this Licence. Without limiting the generality of the foregoing, you shall not use the Software or any Output: (a) for determining if any features, functions or processes provided by the Software are covered by any patents or patent applications owned by you or a third party; or (b)  for developing technology, applications or products which avoid  any of ARM’s intellectual property in the Software licensed hereunder; or (c) as a reference for modifying existing patents or patent applications or creating any continuation, continuation in part, or extension of existing patents or patent applications.




STANDARDS
ARM shall not be obligated to indemnify You in respect of any suit brought by a third party against You based upon a claim that any of the Software delivered by ARM to You under this Licence infringes a patent owned by such third party where such claim is based on the implementation of a Standard.
   
ARM has incorporated support for specific Standards. You acknowledge and agrees that the licenses granted under Section 1 of this LICENCE are subject to You having obtained directly all necessary patent licenses that relate to the implementation in Applications of any applicable Standards. ARM shall have no liability to You with respect to infringement by the Software of patents that relate to the implementation in Applications of the Standards.

You agree to defend and indemnify ARM for any claims received by ARM as a result of Your failure to comply with the stated provisions in this paragraph “Standards”. 


3. SUPPORT.
ARM is not under an obligation to provide support, but it may do so at its own discretion, and if it does, it will only be in respect of the Software as delivered. 

4. NO WARRANTIES.
YOU AGREE THAT THE SOFTWARE IS 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 EXPRESSLY ASSUME ALL LIABILITIES AND RISKS, FOR USE OR OPERATION OF APPLICATIONS, INCLUDING WITHOUT LIMITATION, APPLICATIONS DESIGNED OR INTENDED FOR MISSION CRITICAL APPLICATIONS, SUCH AS PACEMAKERS, WEAPONRY, AIRCRAFT NAVIGATION, FACTORY CONTROL SYSTEMS, ETC. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

5. 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 SOFTWARE 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 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, 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) $10.00 USD. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THE LIMIT.

6. U.S. GOVERNMENT END USERS.
US Government Restrictions: Use, duplication, reproduction, release, modification, disclosure or transfer of the Software is restricted in accordance with the terms of this Licence.     

7. 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 or on thirty (30) days written notice without cause. You may terminate this Licence at any time. Upon termination of this Licence by you or by ARM , you shall stop using the Software and destroy all copies of the Software in your possession, together with all documentation and related materials. The provisions of clauses 2, 3, 4, 5, 6, 7, and 8 shall survive termination of this Licence.

8. 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 Software and it may only be modified by written agreement between you and ARM. Except as expressly agreed in writing, 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.

At ARM’s request, you agree to check your computers for installations of the Software and any other information requested by ARM relating to Software installation and to provide this information to ARM. You agree that auditors nominated by ARM may also perform such checking and reporting on behalf of ARM by prior appointment during your normal business hours on seven (7) days’ notice. ARM shall bear the auditors’ costs for that audit unless it reveals unlicensed usage in which case you shall promptly reimburse ARM for all reasonable costs and expenses, including professional fees, relating to such audit. Any information which is disclosed to ARM or such auditors during checking or audit shall be treated as your confidential information and shall only be used by ARM for licence management, compliance and enforcement purposes.

The Software provided under this Agreement is subject to U.K., European Union, and U.S. export control laws and regulations, including the U.S. Export Administration Act and its associated regulations (hereafter collectively referred to as “Export Regulations”).  YOU agrees to comply fully with all such Export Regulations and YOU agrees that it shall not, either directly or indirectly, export in breach of the Export Regulations, any Software received under this Agreement, nor any direct products thereof; (i) to any country, company or person subject to export restrictions or sanctions under the Export Regulations; or (ii) for any prohibited end use, which at the time of export requires an export license or other governmental approval, without first obtaining such license or approval.

LES-PRE-xxxxx

