END USER LICENCE AGREEMENT FOR THE DELIVERABLES ASSOCIATED WITH THE ARM SUPPORTING DVD FOR ARM’S VERSATILE EXPRESS FAMILY OF DEVELOPMENT BOARDS. 

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.

“ARM Versatile Express Development Board” means a hardware development board purchased 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 ARM Versatile Express Development Board. 

“Separate Files” means the separate files identified in Part D of the Schedule. 

1.  LICENCE GRANTS.
(i)  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 an ARM Versatile Express Development Board and only for the purposes of your internal development, testing and debugging of software applications that are designed to run solely on microprocessors manufactured under licence from ARM, to: 

(a)	use and copy the Deliverables identified in Part A of the Schedule; 

(b)	use, copy and modify the Deliverables identified in Part B and Part C of the Schedule; 

(c)	distribute and sub-license to third parties the right to use, copy and modify the Deliverables identified in Part C(i) of the Schedule, or your derivatives thereof, as part of your own products (“Licensed Products”) provided you comply with the terms of Clause 1(ii); 

(d)	permit either or both your customers and your authorised distributors to redistribute the Deliverables identified in Part C(i) of the Schedule, or your derivatives thereof, solely as part of Licensed Products developed by you or your pemitted users (identified in clause 2 paragraph three below).

Except as permitted by clause 1(i)(b) above, you shall not modify the Deliverables.  Except as permitted by clauses 1(i)(c) and 1(i)(d) above, you shall not redistribute any of the Deliverables. 

(ii)  FURTHER CONDITIONS APPLICABLE TO REDISTRIBUTION AND SUB-LICENSING: If you choose to redistribute the Deliverables identified in Part C(i) of the Schedule (“Example Code”) you agree: (a) to ensure that they are licensed for use only as part of Licensed Products and only on microprocessors manufactured or simulated under licence from ARM; (b) not to use ARM’s or any of its licensors names, logos or trademarks to market the Licensed Products; (c) to include valid copyright notices on the Licensed Products, and preserve any copyright notices which are included with, or in, the Example Code; (d) to comply with all the other terms of this Licence; and (e) to ensure that any further redistribution is limited to redistribution by either or both your customers and your authorised distributors only as part of Licensed Products developed by you or your permitted users and only for use on microprocessors manufactured or simulated under licence from ARM and  that your customers  authorised distributors comply with the terms of this clause 1(ii). 

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 XP Professional 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: 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 one (1) year 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; (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 and any benchmarking data and related information mentioned in Clause 2 contains trade secrets and confidential material, and you agree to maintain all such information 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.

Notwithstanding the foregoing you may disclose the Deliverables identified in Part C(i) of the Schedule to third parties solely in exercise of the licence rights contained in Clause 1(i)(c) of this Licence.

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 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.

7.  THIRD PARTY RIGHTS.
The Separate Files are delivered subject to and your use is governed by their own separate licence agreements. This Licence does not apply to such Separate Files and they are not included in the term “Deliverables” under this Licence. You agree to comply with all terms and conditions imposed on you in respect of such Separate Files including those identified in the Schedule (“Third Party Terms”).  

ARM HEREBY DISCLAIMS ANY AND ALL WARRANTIES EXPRESS OR IMPLIED FROM ANY THIRD PARTIES REGARDING ANY SEPARATE FILES, ANY THIRD PARTY MATERIALS INCLUDED IN THE DELIVERABLES, ANY THIRD PARTY MATERIALS FROM WHICH THE DELIVERABLES ARE DERIVED (COLLECTIVELY “OTHER CODE”), AND THE USE OF ANY OR ALL THE OTHER CODE IN CONNECTION WITH THE DELIVERABLES, INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.

NO THIRD PARTY LICENSORS OF OTHER CODE SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND WHETHER MADE UNDER CONTRACT, TORT OR OTHER LEGAL THEORY, ARISING IN ANY WAY OUT OF THE USE OR DISTRIBUTION OF THE OTHER CODE OR THE EXERCISE OF ANY RIGHTS GRANTED UNDER EITHER OR BOTH THIS LICENCE AND THE LEGAL TERMS APPLICABLE TO ANY SEPARATE FILES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The Lattice ispClock output files included in the Deliverables (“Lattice Files”) are derived from Lattice Semiconductor Corporation’s ispVM system software.  You agree to use the Lattice Files for the sole purpose of programming and reprogramming the Lattice Semiconductor Corporation silicon devices fitted to the ARM Versatile Express Development Board and which are supported by the ispVM System 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 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. Notwithstanding the foregoing, except where ARM has terminated this Licence for your breach, your rights to distribute the Example Code as part of Licensed Products developed prior to termination shall survive termination of this Licence, subject to the terms of this Licence. 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. 

SCHEDULE

Part A
Hardware Binaries:
FPGA and PLD configuration bitstream files for any or all of the Hardware Source identified below in this Part A 

Software Binaries:
Boot monitor binary
Keil USB and SD card drivers 
Lattice ispClock output files in binary
SelfTest
Motherboard configuration controller 
Daughterboard configuration controller 

Documentation:
Documentation, provided as PDF 

Hardware Source
Hardware netlists of the ARM PrimeCell peripheral technology and components known as BP130, BP132, PL111, PL301, PL330 and PL354.

Part B 
Wrapper:
Wrapper file provided as hardware source files and netlists

Board Reference Designs:
Board reference design data for HPI-0232 (V2C-002) and HPI-212 (V2T-A7), including Gerber files, OrCad and PADS databases.

Part C: Example Code

(i)	Platform initialisation source code
Platform specific libraries and source code

(ii)	ARM source code portions of the boot monitor and SelfTest

Part D: Separate Files

A.	Linaro ALIP File system is provided under its own open and permissive licenses and its use is subject to the terms and conditions described in each licence. 

B.	The following are all licensed under the GNU General Public License, Version 2:

Linux kernel binary image and corresponding source files for such image  
self test smsc9118 pseudo code

C.	ARM Gator Profile driver and daemon licensed to you under the GNU General Public License version 2.0

To the extent that ARM is obliged to do so, ARM hereby offers to supply the files which are subject to the GNU General Public Licence version 2 (identified above), in source code form, subject to the terms of the GNU General Public License version 2, upon request. This offer is valid for three (3) years from the date of your acceptance of this Licence. 

/end

ARM contract references: Versatile Express DVD V7.0