Arm Education Teaching and Learning Content User Licence Agreement
Last Updated: 30 June 2020
2. This Agreement constitutes a legally binding agreement between you and Arm. If you choose not to agree with the terms in this Agreement, do not use or access the EK Materials.
3. You acknowledge that the EK Materials are specifically designed and licensed only for non-commercial, educational purposes.
4. Intellectual Property, Title – EK Materials are protected by patent laws, copyright laws, international copyright treaties, and trade secret laws, and other intellectual property laws and treaties. The EK Materials are licensed, not sold, to you, and can only be used in accordance with the terms of this Agreement. Arm and its licensors retain title and ownership of the EK Materials, including all intellectual property rights in the EK Materials and all copies and/or derivatives of the EK Materials. Arm reserves all rights not specifically granted under this Agreement.
5. LICENSE GRANTS, RESTRICTIONS, AND LIMITATIONS. Subject to your compliance with this Agreement, Arm hereby grants to you a limited, non-exclusive, non-transferable, royalty-free, licence under its copyright subsisting in the EK Materials to use, copy and modify the EK Materials (and if and only if you are a current member of an education institution, make the EK Materials available to others within your education institution) upon the terms of this Agreement, solely for non-commercial educational purposes. Unless otherwise agreed by Arm in writing: (a) you may refer to and cite the EK Materials in publications provided that you give a full citation referencing Arm as the author and owner of the EK Materials; (b) you may not use the EK Materials for any commercial purpose; and (c) you may not remove any proprietary notice(s) contained in the EK Materials. You may not use the EK Materials for any unlawful purpose, you may not (except as far as permitted by applicable law) reverse engineer or decompile the EK Materials, and you may not use the EK Materials in any way that may damage Arm’s reputation or bring Arm into disrepute.
6. Termination – This Agreement is effective until terminated. Without prejudice to any other rights, Arm may terminate this Agreement and your right to use the EK Materials under this Agreement with or without cause, at any time. Termination will be effective immediately on the service of Arm’s notice of termination to you. You may terminate this Agreement by providing Arm with 30 days written notice of termination. Such termination will be effective 30 days from Arm’s receipt of such notice. In the event of termination, you shall destroy all copies of the EK Materials, including all portions and derivatives of them, and cease all use of the EK Materials immediately. Where applicable and upon Arm’s written request, you must provide to Arm a certificate signed by an authorized representative of your academic institution that to the best of its knowledge, information and belief, after due enquiry, your academic institution has complied with provisions of this section. Clauses 3, 4, 6, 7, 8, 9, 10, 11, 12, 13 and 14 shall survive termination.
7. Proprietary Notices – The EK Materials contain copyrighted material, and other proprietary information. You must not, nor permit anyone else to, alter, remove or destroy any proprietary notices included in the EK Materials.
8. Warranties and Limitations
a. THE EK MATERIALS ARE PROVIDED “AS IS”. ARM AND/OR ITS SUBSIDIARIES, AFFILIATES AND THIRD PARTY SUPPLIERS PROVIDE NO WARRANTIES EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FREEDOM FROM DEFECTS, RELIABILITY, AVAILABILITY, ACCURACY, NON INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE EK MATERIALS.
b. IN NO EVENT SHALL ARM AND/OR ITS SUBSIDIARIES, AFFILIATES AND THIRD PARTY SUPPLIERS BE LIABLE UNDER THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH THE EK MATERIALS FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER SUCH DAMAGES ARE ALLEGED AS A RESULT OF TORTIOUS CONDUCT OR BREACH OF CONTRACT OR OTHERWISE EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT YOU ARE RESPONSIBLE FOR YOUR AND YOUR PERMITTED USERS’ CONDUCT WHILE USING THE EK MATERIALS, AND FOR ANY CONSEQUENCES OF SUCH USE.
c. THE MAXIMUM LIABILITY OF ARM AND/OR ITS GROUP COMPANIES, AFFILIATES AND THIRD PARTY SUPPLIERS TO YOU IN AGGREGATE FOR ALL CLAIMS MADE AGAINST ARM IN CONTRACT, TORT OR OTHERWISE UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR OTHERWISE IN CONNECTION WITH THE EK MATERIALS SHALL NOT EXCEED THE GREATER OF U.S. DOLLARS ($100 USD) OR THE TOTAL OF SUMS PAID, IF ANY, BY YOU TO ARM UNDER THIS AGREEMENT.
d. YOU ACKNOWLEDGE THAT ANY HARDWARE PROVIDED IN ASSOCIATION WITH THE EK MATERIALS (“EK HARDWARE”) IS A THIRD PARTY PRODUCT AND IF ARM DISTRIBUTES EK HARDWARE TO YOU IT IS SOLELY DISTRIBUTING THE EK HARDWARE ON BEHALF OF THE THIRD PARTY. ARM HAS NO LIABILITY IN RESPECT OF THE EK HARDWARE, INCLUDING IN RESPECT OF ITS COMPATIBILITY WITH ANY EK MATERIALS.
e. Nothing in this section shall operate to exclude liability for: ( i ) death or personal injury resulting from either party's negligence; or (ii) fraud.
9. Export Control – You hereby acknowledge and agree that the EK Materials and/ or EK Hardware may be 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 neither the EK Materials, nor any direct products of them are; ( i ) exported, directly or indirectly, in violation of Export Laws, either to any countries that are subject to U.S export restrictions or to any end user who has been prohibited from participating in the U.S. export transactions by any federal agency of the U.S. government; or (ii) intended to be used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.
10. The EK Materials consist solely of commercial items. If applicable, your institution shall be responsible for ensuring that any EK Materials provided to the US Government in accordance with the terms of this Agreement is provided with the rights and subject to restrictions described elsewhere in this Agreement.
11. FEEDBACK AND MODIFICATIONS. You hereby grant to Arm a non-exclusive, royalty-free, fully paid-up, worldwide licence to use, copy, modify, distribute, and create derivative works of any suggestions, comments or feedback that you provide to Arm in relation to the EK Materials, and any modifications you make to the EK Materials, under all your intellectual property rights subsisting therein, for any purpose. To the extent that any claim in any patent application filed by you would not have been conceived by you but for having had access to the EK Materials, such claim shall be deemed to be feedback and is hereby licensed to Arm in accordance with the provisions of this Clause 11.
12. Except as expressly stated in this Agreement, the Contracts (Rights of Third Parties) Act 1999 (as amended) shall not apply in relation to this Agreement.
13. Governing Law, Jurisdiction and Severability - This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England have non-exclusive jurisdiction to settle any disputes or claims arising out of or in connection with this Agreement, its subject matter or its formation (including non-contractual disputes or claims). If for any reason a court of competent jurisdiction finds any provision of the Agreement to be unenforceable, that provision will be enforced to the maximum extent possible to give effect to the intent of the parties and the remainder of the Agreement shall continue in full force and effect.
14. Entire Agreement - This is the entire Agreement between you and Arm and supersedes any prior agreement between the parties related to the subject matter of this Agreement. No amendment or modification of this Agreement will be effective unless in writing and signed by a duly authorized representative of Arm.
15. Updates. Arm may update this Agreement from time to time. Updates will be posted on this page and, where appropriate, notified to you by email. If you do not agree with an update, you should cease use of the EK Materials.