The Services (defined below) and all content and features contained therein, is owned by Arm Limited (together with its subsidiaries and authorized contractors/agents acting on its behalf, hereinafter sometimes also referred to as "Arm," "we," "us," or "our").
Beta Release: Customer understands and acknowledges that the Arm Services provided hereunder are considered a beta release (“Beta Release”). This means that the Arm Products and Arm Services have not been fully tested and reliability trials are ongoing and accordingly it is possible residual defects, errors or bugs may be encountered. The Arm Services provided during the Beta Release may be significantly limited in storage and concurrent processing capacity and as such shall in no circumstances be used in a production or live environment.
By clicking the acceptance box or button, or by accessing the Arm Site or using the Arm Products or Arm Services, you accept and agree to be bound by these Terms and Conditions (“Terms”). If you do not agree to these Terms, then do not access, or use the Site, Arm Products, or Arm Services.
The Arm Services are made available only to persons who are the age of majority and can form legally binding contracts under applicable law. Without limiting the foregoing, the Arm Services are not intended to be used by individuals under the age of 18. If you do not qualify, do not access or use the Site, Arm Products, or Arm Services.
If you are accepting these Terms on behalf of a company, a governmental body, or other legal entity, you represent and warrant that you have the authority to bind such entity; that such entity agrees to be legally bound by the Terms as the Customer; and that neither you nor such entity are barred from using the Arm Services or accepting the Terms under the laws of the applicable jurisdiction. If acceptance is on behalf of an entity, then any reference to the terms “Customer” “you” and “your” shall mean that entity. Arm and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”
You represent that any information you submit to us when using the Site, Arm Products, or Arm Services is accurate, truthful, and current. You also represent that your use of the Site, Arm Products, or Arm Services does not violate any applicable law or regulation.
“Affiliate” means, with respect to any entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.
“Authorized User” means an employee, agent, representative, or individual contractor of Customer (including, any sales representatives and retailers), or such other party who has been authorized by Customer to use the Arm Products or Arm Services, as well as any guest invited by Customer to access and use the Arm Products or Arm Services.
“Arm Product(s)” means the products or applications offered by Arm in connection with the Arm Services, including without limitation the Arm Software and the Equipment.
“Arm SaaS” means Arm Software and related software-as-a-service, hosting, maintenance and/or support for Arm Services made available by Arm for remote access and use by Customer and its Authorized Users, including any Documentation and Updates thereto and any equipment or technology used by Arm in connection with the foregoing.
“Arm Services” means the Arm Virtual Hardware services provided by Arm, including but not limited to the Arm SaaS and other services as Arm may offer or provide from time to time.
“Arm Software” means the virtualization software and such other software as may be from time to time offered by Arm as standalone executable software, software pre-installed on Equipment, software-as-a service, or other such means as may be determined by Arm from time to time.
“AVH Device” means a virtualized software model of a specified device.
“Customer Installed Programs” means any third-party software or, if applicable, Customer’s or any Authorized User’s own proprietary software that Customer or such Authorized User is required to have installed on their own computers in order to access and properly interact with the Arm Products and Arm Services.
“Customer” means the person or entity (i) who has subscribed to the Arm Products and Arm Services with us, and/or with respect to whom we have created an Account; and (ii) has specifically authorized you as an Authorized User to access Arm Products and Arm Services under their Account subject to these Terms.
“Destructive Elements” means computer code, programs, or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the Arm Services or any other associated software, firmware, hardware, computer system, or network (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious, or hidden procedures, routines, or mechanisms that would cause the Arm Service to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with operations.
“Device Hour” means one (1) hour of usage of an AVH Device instance on the Arm Services.
“Documentation” means any guides and other documentation for any Arm Product or Arm Service that Arm provides to Customer either directly or through publication on the Arm SaaS or other means made available to the Customer.
“Equipment” means certain Arm-based servers or other hardware containing an object-code version of the Arm Software sold, leased, or rented to Customer.
“Intellectual Property Right(s)” means any patents, patent rights, trademarks, service marks, registered designs, applications for any of the foregoing, copyright, unregistered design right and any other similar protected rights in any country and to the extent recognized by any relevant jurisdiction as intellectual property, trade secrets, know-how and confidential information.
“Prohibited Content” means content that: (i) is illegal under applicable law; (ii) violates any third party’s Intellectual Property Rights, including, without limitation, copyrights, trademarks, patents, and trade secrets; (iii) contains indecent or obscene material; (iv) contains libelous, slanderous, or defamatory material, or material constituting an invasion of privacy or misappropriation of publicity rights; (v) promotes unlawful or illegal goods, Arm Services, or activities;(vi) contains false, misleading, or deceptive statements, depictions, or sales practices; (vii) contains Destructive Elements; or (viii) is otherwise objectionable to Arm in its sole discretion.
“Security Infraction” means breach or violation by Customer or any Authorized User of their respective obligations not to (nor authorize, permit, or encourage any third party to) do the following: (i) introduce, post, or upload to the Arm Software, Arm Services, or any Arm Product any Destructive Elements; (ii) attempt a denial of service attack on the Arm system or any part thereof, or attempt to hack or break any security mechanism of or on the system or any Service; or (iii) access or use the Arm system or any Service or Arm Product in a way that poses a security or service risk to Arm, to any user of Arm Services offered by Arm, to any third party on the SaaS Service, or to any of Arm’s or their respective customers, or may subject Arm or any third party to liability or damages.
“Severe Infraction” means breach or violation by Customer or any Authorized User of their respective obligations not to (nor authorize, permit, or encourage any third party to) do the following: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Arm Software or Arm Services; (ii) modify, adapt, or translate the Arm Software or Arm Services; (iii) make any copies of the Arm Software or Arm Services; (iv) resell, distribute, or sublicense the Arm Software, Arm Services, any Arm Product, or use any of the foregoing for the benefit of anyone other than Customer or the Authorized Users; (v) use the Arm Software, Arm Services, or any Arm Product in violation of any applicable law or regulation, for any illegal purpose, or in a way that violates, infringes, or misappropriates Arm’s or any third party’s Intellectual Property Rights, as determined by Arm in its sole and absolute discretion; (vi) introduce, post, or upload to the Arm Software, Arm Services, or any Arm Product any Prohibited Content; (vii) access or use the Arm Software or Arm Services in a way intended to avoid incurring Fees or exceeding usage limits or quotas; or (viii) if Arm determines, in its sole and absolute discretion, that the provision of any of the Arm Software, Arm Services or Arm Products to Customer or any Authorized User is prohibited by any applicable law, or has become impractical or unfeasible for any legal or regulatory reason.
“Site” means the Arm Virtual Hardware website located at https://avh.arm.com or any other website under the ownership and control of Arm and provided in connection with the Arm Products and Arm Services.
“Subscription Term” shall be six (6) months from the date of acceptance of these Terms.
“Updates” means any corrections, fixes, patches, workarounds, and minor modifications to the SaaS Service that Arm provides generally to customers.
3. Registration and Account
Certain of the Arm Services, including the Arm SaaS, or portions of the Site may require you to register for an account (“Account”). When registering for an Account and accessing the Arm Services, you represent or warrant that the information you enter for your organization is correct. As part of the Account creation process, you may be asked to provide a username and password unique to the Account (“Login Information”). You are responsible for the confidentiality and use of your Login Information and agree not to transfer or disclose your Login Information to any third party other than an individual with express authority to act on your behalf. If you suspect any unauthorized use of your Account, you agree to notify us immediately. You are solely responsible for any activities occurring under your Account. You have no ownership right to your Account. If you are registering an Account as the Authorized User of an organization, that organization may have administrator rights to access your account and any information provided under your Account.
a. Subject to your compliance with all of the Terms, you may access and use the Arm Services solely for your internal business purposes, for the purpose of evaluation and development of application software to run on the Arm Software.
b. Arm shall electronically deliver or make available the Arm Services, such that no tangible media passes to Customer. Customer will be responsible for obtaining Internet connections and other third-party software necessary for it to access the SaaS Service.
c. Customer will not (and will not authorize, permit, or encourage any third party or Authorized User to): (i) allow anyone other than Authorized Users to access and use the Arm Services or the Arm Products; (ii) allow an Authorized User to share with any third party the Authorized User's Login Information to the SaaS Service; (iii) remove or modify any proprietary marking or restrictive legends placed on the Service, any Arm Product, or the Documentation; or (iv) take any action, or fail to act in a way, that results in a Severe Infraction. Your failure to abide by these conditions will immediately terminate your right to access the Site or to use the Arm Services and may violate our Intellectual Property Rights or the Intellectual Property Rights of third parties.
d. Security Infraction - Customer will not (and will not authorize, permit, or encourage any third party or Authorized User to) take any action, or fail to act in a way, that results in a Security Infraction.
e. Customer will not (and will not authorize, permit, or encourage any third party or Authorized User to) access or use the Arm Software or Arm Services (1) in order to build a competitive (or substitute) product or service or (2) for any purpose not specifically permitted in these Terms.
f. As between Arm and Customer, Arm retains title to and ownership of Arm Software, Arm Services, Arm Products, the Documentation, and any content, materials, improvements or derivative works thereof, together with all copyrights, trademarks, and other Intellectual Property Rights relating thereto. Customer will have no rights with respect to Arm Intellectual Property Rights, Arm Software, Arm Services, Arm Products, or the Documentation other than those expressly granted under these Terms.
5. Third Party Materials
The Site may contain links to websites we do not operate, control, or maintain (“Third-Party Websites”). We do not endorse any Third-Party Websites, and we make no representation or warranty in any respect regarding the Third-Party Websites. Any links to Third-Party Websites are provided solely for your convenience. If you do access any Third-Party Websites, you do so at your own risk and waive any and all claims against us regarding the Third-Party Websites or our links thereto.
The Arm Products and Arm Software may be compatible with certain software, applications, and resources we do not operate, control, or maintain (“Third-Party Software”). We are not affiliated with and do not endorse any Third-Party Software, and we make no representation or warranty in any respect regarding any Third-Party Software. Any links to Third Party Software provided through the Site, Arm Products, or Arm Services are provided solely for your convenience. If you access or use any Third-Party Software, you do so at your own risk and waive any and all claims against us regarding the Third-Party Software or our links thereto. Your use of any Third-Party Software may be governed by the specific terms and conditions set forth by such third parties. Accordingly, Customer acknowledges that the use of any Third-Party Websites or Third-Party Software is governed by such terms and conditions and licenses between Customer and such third parties (“Third-Party Terms and Conditions”). CUSTOMER AGREES AND ACKNOWLEDGES THAT IT IS RESPONSIBLE FOR COMPLYING WITH SUCH THIRD PARTY TERMS AND CONDITIONS AND IS IN FACT IN SUCH COMPLIANCE. CUSTOMER AGREES TO INDEMNIFY ARM FOR ANY COSTS, INCLUDING ATTORNEYS’ FEES, ARISING FROM ANY CLAIMS AGAINST ARM DUE TO ACTIONS OF THE CUSTOMER WHICH ALLEGEDLY VIOLATE SUCH THIRD-PARTY TERMS AND CONDITIONS.
6. Customer Data
Customer owns all right, title, and interest in and to (a) any intellectual property owned or developed by you or your licensees or subcontractors, including anything you develop while using the Arm Products or Arm Services; (b) documents, email, software, or other data uploaded through the Arm Services or otherwise provided to us in the course of using the Arm Products or Arm Services, including all Intellectual Property Rights therein; or (c) any other data or documents uploaded to the Arm Services by Customer or any of its Authorized Users (collectively, “Customer Data”). We acknowledge and agree that, at all times, we are not and shall not be the rightful owner of Customer Data, and shall not use Customer Data, except as expressly permitted by these Terms, required by law, required to provide the Arm Services to you, or as otherwise authorized by you in writing. Specifically subject to the restrictions in this paragraph, we shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Arm Services and related systems and technologies (including, without limitation, anonymous and aggregated information concerning use of Customer Data in the Arm Services), and we will be free, during and after the term hereof, to (i) use such information and data to improve and enhance the Arm Services, and for other development, diagnostic, and corrective purposes in connection with the Arm Services, and (ii) disclose such data solely in aggregate or other de-identified form in connection with our business. No rights or licenses are granted in the Customer Data except as expressly set forth herein.
Customer understands and acknowledges that the Arm Services are not considered to include any data storage functionality, and accordingly, under no circumstances shall Arm be liable for any loss of Customer Data.
7. User Content Generally
When you post content and information to the Site or in connection with the Arm Services, whether within your Account as Customer Data, or otherwise (collectively, “User Content”), you represent and warrant to us that. (1) you own or have rights to use the User Content, (2) the posting of the User Content does not violate any rights of any person or entity, and (3) you have no agreement with or obligations to any third party that would prohibit your use of the Site, Arm Products, or Arm Services in the manner so used. You agree to pay all royalties, fees, and any other monies owing to any person or entity by reason of any User Content posted by you to the Site or through the Arm Services.
Our team is dedicated to keeping Customer Data secure. We will implement and maintain technical and organizational measures designed to protect Customer Data against accidental or unlawful loss, alteration, access or disclosure. Such measures will include but are not limited to encryption, monitoring, network controls, personnel training, and regular security testing.
Trial Usage. No fees will be due for a period of thirty (30) days from the Effective Date (“Free Trial”). The Free Trial is subject to the following limitations: (1) you may use a maximum of two (2) AVH Devices; and (2) the total continuous usage of a single instance of an AVH Device is no more than twenty-four (24) hours. Any use of the Arm Services beyond the Free Trial (including any usage outside of the limitations set out in (1)-(2)) shall be subject to the fees set out below under the heading ‘Paid Usage’.
Paid Usage. In consideration of the provision of the Arm Services, you agree to pay to Arm a fee of $1.50 US dollars per Device Hour. By accepting these Terms, you authorize Arm to take payment from your designated payment method to pay any credit due to Arm for your use of the Arm Services, calculated at the rates set out above. Fees shall accrue and shall be charged to your payment method (1) on rolling thirty (30) day basis, whereby the first payment is collected thirty (30) days from the Effective Date and subsequent payments collected at the end of each thirty (30) day period thereafter (each thirty (30) days a “Billing Period”); and (2) immediately at any time during a Billing Period upon the accrued fees amounting to $100 US dollars.
All fees are exclusive of taxes. All applicable taxes shall be payable by Customer in accordance with relevant legislation in force at the relevant tax point.
Arm reserves the right to alter the price payable for the Arm Services at any time and shall provide you with reasonable notice of the price alteration in writing (including by e-mail), including the date such price alteration shall take effect. By continuing to use the Arm Services after price alteration takes effect, you will be deemed to have accepted the new price.
Discounts. Arm may, in its sole discretion, agree to offer discounts for the Arm Services. For more information or to check if your proposed usage of the Arm Services may qualify for a discount, please contact firstname.lastname@example.org.
9. Term and Termination
Term. The term of these Terms shall commence on the date you accept (“Effective Date”) and shall continue for the Subscription Term, unless otherwise terminated as provided in this Section.
Termination by Customer. Customer may cancel any subscription-based Arm Service at any time from your Account settings or as otherwise agreed by Arm in writing.
Termination by Arm.
(A) Arm may terminate these Terms or suspend Customer’s or any Authorized User’s access to Arm Services in Arm’s sole and absolute discretion if Customer, or any of its Affiliates, employees, contractors or Authorized Users: (i) use any of Arm’s Intellectual Property Rights other than as expressly permitted herein; (ii) is in default or breach of any provisions of these Terms; or (iii) commences liquidation or dissolution proceedings, disposes of or attempts to dispose of its assets other than in the ordinary course of business, fails to continue its business, makes an assignment for the benefit of creditors, or if Customer becomes the subject of a voluntary or involuntary bankruptcy or similar proceeding.
(B) Arm may, in its sole and absolute discretion, immediately and with or without notice, suspend Customer’s access to the Arm Services in whole or in part and with respect to any or all Authorized Users or otherwise, or terminate these Terms if Customer or any Authorized User commits a Severe Infraction or a Security Infraction.
(C) Arm may terminate these Terms or suspend Customer’s or any Authorized User’s access to Arm Products and/or Services for any or no reason, at Arm’s convenience, immediately on notice.
Termination of an Authorized User by Arm. Arm may terminate the right of any Authorized User to access and use the Arm Products or Arm Services immediately and without notice if: (i) Customer revokes its status as an Authorized User; (ii) an Authorized User fails to comply with any of the terms or conditions of these Terms; (iii) Customer defaults under or breaches any of the provisions of these Terms; or (iv) either Arm or Customer terminates these Terms for any reason or no reason.
Effect of Expiration or Termination. Upon expiration or earlier termination of these Terms (1) any rights granted hereunder will also terminate; (2) without limiting Customer’s obligations hereunder, Customer shall cease all use of the Arm Services and Arm Products; and (3) Customer shall be responsible for payment of any outstanding fees accrued prior to termination and which remain due to Arm in accordance with the provisions of Clause 8. When you close your Account, we reserve the right to remove Customer Data from our servers within 30 days of the closure of your Account. You acknowledge and agree that you will not have access to Customer Data after cancellation of your subscription or closure of your account, that deletion may occur sooner than 30 days following the closure of your Account, and that after deletion you will not be able to retrieve Customer Data.
Arm is under no obligation under these Terms to provide support services to Customer or Authorized User in relation to the Arm Products or Arm Services during the Beta Release.
11. Modifications, Maintenance, and Updates
Modifications. Arm reserves the right to, and may at any time from time to time: (i) enhance, modify or remove any feature(s) or functionality of any Site, Arm Product, or Arm Services; (ii) add additional service offerings; or (iii) remove service offerings (parts (i) – (iii) collectively, “Service Revisions”). Unless, and only to the extent, Arm provides otherwise, any Service Revisions will become effective immediately upon their implementation by Arm. Customer’s and any Authorized User’s continued use of any Arm Product or Arm Service after any Service Revisions become effective constitutes Customer’s and that Authorized User’s acceptance of the Service Revisions.
Maintenance. At any time, with or without notice and without Arm liability to Customer or any Authorized User, all or part of any Arm Products or Arm Services may be suspended: (i) in order to maintain (e.g. update, modify, upgrade, patch or repair) the Arm system or any part or aspect of its infrastructure; (ii) as Arm determines may be required by applicable law; (iii) as Arm determines to be necessary to protect its system or any part thereof, or any other party of its infrastructure, from unauthorized access or any attack; or (iv) as the result of technical issues or system failures.
Updates. The Site, Arm Products, and Arm Services, including their functions and functionality, may be changed by Arm while these Terms are in effect by means of Updates. Updates may modify or delete in their entirety certain features and functionalities. You acknowledge and agree that Updates will be deemed to be part of the Site, Arm Products, and Arm Services, as applicable, and will be subject to the these Terms. Customer agrees to install or otherwise implement Updates when made available by Arm, and Customer’s sole recourse in the event it does not desire to accept an Update is to immediately cease the use of the Site, Arm Products, or Arm Services, as applicable.
12. Notice of Infringement
Arm respects intellectual property laws and expects all Customers to do the same. It is Arm’s policy to terminate in appropriate circumstances the Accounts of Customers who infringe or are believed to be repeatedly infringing the rights of Intellectual Property owners. Claims of trademark, copyright, or patent infringement or any other alleged intellectual property violations should be sent to General Counsel, Arm Limited, 110 Fulbourn Road, Cambridge, CB1 9NJ, United Kingdom.
13. Warranty Disclaimer
Except as otherwise provided herein, you agree that the Site, Arm Products, and Arm Services are available on an “as is” basis, without any warranty, and that you use the Site, Arm Products, and Arm Services at your own risk.
WE DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, (A) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (B) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (C) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE ARM SERVICES OR ON THE SITE, (D) WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF DATA ON THE ARM SERVICES, AND (E) ANY OTHER WARRANTIES OTHERWISE RELATING TO OUR PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS.
WE DO NOT WARRANT THAT THE SITE, ARM PRODUCTS, OR THE ARM SERVICES WILL OPERATE ERROR-FREE. IF YOUR USE OF THE SITE, ARM PRODUCTS, OR THE ARM SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE ARE NOT RESPONSIBLE FOR ANY SUCH COSTS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES OR IMPLIED WARRANTIES; THEREFORE, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
THIS CLAUSE 13 SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
14. 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 LOSS (INCLUDING LOSS OF PROFITS) ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE ARM PRODUCTS OR ARM SERVICES, WHETHER BASED ON A CLAIM UNDER CONTRACT, TORT OR OTHERWISE, EVEN IF ARM WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE MAXIMUM LIABILITY OF ARM TO YOU IN AGGREGATE (IN CONTRACT, TORT OR OTHERWISE) IN RELATION TO OR IN CONNECTION WITH THE SUBJECT MATTER OF THESE TERMS SHALL NOT EXCEED THE TOTAL SUMS PAID, IF ANY, IN THE SIX (6) MONTHS IMMEDIATELY PRECEEDING THE CLAIM, IF ANY, BY YOU TO ARM UNDER THIS AGREEMENT.
THIS CLAUSE 14 SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
CUSTOMER AGREES TO INDEMNIFY AND HOLD HARMLESS ARM, ARM’S AFFILIATES AND THEIR OFFICERS, DIRECTORS, PARTNERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY LOSS, LIABILITY, CLAIM, OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES (COLLECTIVELY, “CLAIMS”), MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF THE SITE, ARM PRODUCTS, OR ARM SERVICES IN VIOLATION OF THESE TERMS; ANY BREACH OF THE REPRESENTATIONS AND WARRANTIES YOU MAKE IN THESE TERMS; DIRECT OR INDIRECT USE OF YOUR USER CONTENT, INCLUDING ANY CLAIM OF ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY RIGHTS; OR YOUR VIOLATION OF ANY APPLICABLE LAW OR REGULATION. YOU AGREE TO BE SOLELY RESPONSIBLE FOR PAYING COSTS INCURRED BY ARM IN DEFENDING ANY CLAIMS AGAINST OR SUFFERED BY ARM ARISING FROM THIS AGREEMENT. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS ARM FOR ANY BREACH OF SECURITY OR ANY COMPROMISE OF YOUR ACCOUNT.
THIS CLAUSE 15 SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
16. Confidential Information
From time to time during the Term, either you or Arm may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third party confidential information, and other sensitive or proprietary information, whether orally or in writing, and whether or not identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; (ii) to establish a Party’s rights under these Terms, including to make required court filings; or (iii) obtain professional advice from a Party’s legal counsel, accountants or professional advisors as necessary for them to advise upon the interpretation or enforcement of these Terms. On the expiration or termination of these Terms, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of these Terms for as long as such Confidential Information remains subject to trade secret protection under applicable law. This clause 16 shall survive termination of this agreement.
17. Questions Regarding Data Processing and Data Privacy
18. Electronic Signatures and Notices
Certain activities on the Site, Arm Products, or Arm Services may require you to make an electronic signature. You understand and accept that an electronic signature has the same legal rights and obligations as a physical signature.
If you have an Account, you agree that we may provide you any and all required notices electronically through your Account or other electronic means. You agree that we are not responsible for any delivery fees charged to you as a result of your receipt of our electronic notices.
19. Governing Law and Jurisdiction
These Terms are governed by the laws of the state of California, without giving effect to conflicts of law principles. In circumstances where these Terms permit litigation in court, you agree that, to the extent applicable, you submit to the exclusive jurisdiction of the United States District Court for the Northern District of California or if and only if jurisdiction cannot be had in that court, in the Santa Clara County Superior Court. This clause 19 shall survive termination of this agreement.
20. Notice for California Users
Under California Civil Code Section 1789.3, California Website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210.
21. Force Majeure
Neither Party shall be liable for any failure or delay in its performance under these Terms due to causes which are beyond its reasonable control, including, but not limited to, acts of God, acts of civil or military authority, fires, epidemics, floods, earthquakes, riots, wars, sabotage, third party industrial disputes and governments actions, provided that the delayed party: (i) gives the other party written notice of such cause promptly, and in any event within fourteen (14) days of discovery thereof; and (ii) uses its reasonable efforts to correct such failure or delay in its performance. The delayed party’s time for performance or cure shall be extended for a period equal to the duration of the cause.
22. Commercial items
The Arm Products and Arm Services consists solely of commercial items. You shall be responsible for ensuring that any Arm Products and Arm Services provided to the US Government is provided with the rights and restrictions described elsewhere herein.
23. Entire Agreement
These Terms including any Policies, and any exhibits to any of the foregoing contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous agreements, proposals, understandings, commitments, or negotiations with respect thereto, including, without limitation, any confidentiality or non-disclosure agreements, whether written or oral, and any prior click-wrap, shrink-wrap, or browse-wrap agreements between the Parties with respect to the terms and conditions hereof. There are no other oral or written understandings, terms, or conditions, and neither Party has relied upon any representation, express or implied, not contained in these Terms.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder must be in writing and addressed to the Parties at their registered head office (or to such other address or email that may be designated by a Party from time to time). All notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email, (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in these Terms, a notice is effective only: (i) upon receipt by the receiving Party, and (ii) if the Party giving the notice has complied with the requirements of this Section.
25. Amendment and Modification; Waiver
Arm may amend these terms in its sole discretion by posting updated terms to the Site. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in these Terms, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify these Terms so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Customer may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Arm. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. These Terms are binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.
28. Equitable Relief
Customer acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations hereunder would cause Arm irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Arm will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
Any right or obligation of the Parties in these Terms which, by its express terms or nature and context is intended to survive termination or expiration of these Terms, will survive any such termination or expiration.
These Terms may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
31. Rights of Third Parties
In the event that any End User breaches any confidentiality or use restrictions in this Agreement that are related to any Intellectual Property Rights owned by NXP Semiconductors Netherlands B.V., whose principal place of business is situated at High Tech Campus 60, Eindhoven, 5656 AG, The Netherlands (“NXP”), it is intended that NXP will have the right to enforce any rights conferred on it under this Agreement and to that extent NXP will have the same rights against the End User as would be available if it were a party to this Agreement.
YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS THEREOF.
Version 2, April 2023