Arm Education Media End User License Agreement for Digital Materials
1. This end user licence agreement (“EULA”) is a legal agreement between you and Arm Limited, a company registered in England and Wales with company number 02557590 whose registered office is at 110 Fulbourn Road, Cambridge, Cambridgeshire, CB1 9NJ, United Kingdom (“Arm”) in relation to your access and use of the Arm Education Media online courses, e-textbooks, or other digital materials (“Materials”).
2. BY USING THE MATERIALS YOU AGREE TO THE TERMS AND CONDITIONS OF THIS EULA, WHICH WILL LEGALLY BIND YOU. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS EULA, ARM WILL NOT LICENSE THE MATERIALS TO YOU AND YOU MUST NOT PROCEED TO USE THE MATERIALS.
3. The terms of this EULA apply to the Materials, including any updates, corrections or supplements thereto.
4. If you have any queries in relation to the Materials or this EULA, please email: email@example.com
5. From time to time, we may need to change the terms of this EULA by notifying you in writing and asking you to read and accept any changes if you wish to continue to use the Materials.
7. INTELLECTUAL PROPERTY AND CONFIDENTIALITY. You acknowledge that all intellectual property rights in the Materials (and in all updates, copies and derivatives thereto) anywhere in the world belong to Arm or Arm’s licensors. You have no rights in, or to, the Materials other than the right to use them in accordance with the terms of this EULA. The Materials may contain information that is confidential to Arm or Arm’s licensors and accordingly you must not disclose the Materials to any third party without Arm’s prior written consent.
8. LICENCE GRANT. In consideration of you agreeing to abide by the terms of this EULA, Arm grants to you a non-exclusive, non-transferable licence to access and use the Materials solely for your personal training and educational purposes, and/or for such other purposes as Arm may confirm to you in writing, for the duration set out in Clause 12 below.
9. LICENCE RESTRICTIONS. Except as expressly set out in this EULA or as permitted by any local law or by Arm in writing, you agree:
a. not to copy the Materials, except where such copying is incidental to the normal use of the Materials;
b. not to rent, lease, sub-licence, loan, translate, merge, adapt, vary or modify the Materials, or permit the Materials (in whole or in part) to be combined with, or incorporated into, any other materials;
c. not to use the Materials for any commercial purposes;
d. not to use the Materials in any unlawful manner or for any purpose prohibited by export, technology control, or other laws and regulations in any jurisdiction;
e. not to remove or alter any proprietary notices included in the Materials;
f. not to disassemble, decompile, reverse-engineer, create derivative works based on, or attempt to derive or identify source code (where such source code is not intentionally provided by Arm) from the whole or any part of the Materials;
g. not to provide your password, registration details or any other authentication code in respect of your access to the Materials to any third party and not to permit any unauthorized access to the Materials;
h. not to circumvent or otherwise interfere with any authentication or security measures or to disrupt the networks, security systems or online portals of Arm (or its suppliers or distributors); and
i. not to permit, enable or assist any third party to undertake any of the foregoing activities.
10. LIMITED WARRANTY. YOU ACKNOWLEDGE THAT THE MATERIALS HAVE NOT BEEN DEVELOPED TO MEET YOUR INDIVIDUAL REQUIREMENTS. ARM WARRANTS THAT THE MATERIALS WILL, WHEN PROPERLY USED ON A SYSTEM FOR WHICH THEY WERE DESIGNED, PERFORM MATERIALLY IN ACCORDANCE WITH THE DESCRIPTIONS PUBLISHED BY ARM. THIS WARRANTY DOES NOT APPLY IF ANY FAILURE RESULTS FROM YOU HAVING MODIFIED OR ALTERED THE MATERIALS, OR IF YOU HAVE USED THE MATERIALS IN BREACH OF THE TERMS OF THIS EULA. ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED AND STATUTORY, ARE HEREBY EXCLUDED, SAVE THAT IF YOU ARE AN INDIVIDUAL ACTING IN A PERSONAL CAPACITY, NOTHING IN THESE TERMS SHALL AFFECT YOUR LEGAL RIGHTS AS A CONSUMER.
11. LIABILITY. YOU AGREE THAT WE ONLY SUPPLY THE MATERIALS FOR YOUR PERSONAL EDUCATIONAL AND TRAINING PURPOSES. YOU MAY NOT USE THE MATERIALS FOR ANY COMMERCIAL, BUSINESS OR RESALE PURPOSES. ARM SHALL HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY. IF YOU ARE ACTING ON BEHALF OF AN INSTITUTION OR COMPANY, ARM’S MAXIMUM AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS EULA, WHETHER IN CONTRACT, TORT (INCLUDING NECGLIGENCE) OR OTHERWISE, SHALL IN ALL CIRCUMSTANCES BE LIMITED TO THE AMOUNTS YOU HAVE PAID FOR ACCESS TO THE MATERIALS (IF ANY). NOTHING IN THIS EULA SHALL LIMIT OR EXCLUDE ARM’S LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE, FRAUD OR FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.
12. TERMINATION. The licence granted to you above shall remain in full force and effect until expiry of the license period that you or your institution or company has paid for or expiry of any free of charge or evaluation period that Arm has confirmed to you in writing (as the case may be), unless terminated by Arm by written notice to you with immediate effect if you commit a material or persistent breach of this EULA which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so. On termination for any reason, all rights granted to you under this EULA shall cease, you must immediately cease all activities authorized by this EULA, and you must immediately return or destroy (at Arm’s option) all copies of the Materials (and any derivatives). Clauses expressly or impliedly intended to survive termination shall remain in full force and effect. Termination shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the EULA which existed at or before the date of termination.
13. FEEDBACK. If you provide any feedback, suggestions or proposals to Arm in respect of the Materials (“Feedback”), then you hereby grant to Arm a perpetual, irrevocable, royalty free, non-exclusive, transferable, sub-licensable worldwide licence to make, use, copy, modify, publish, distribute, sell, and create derivative works of the whole or any part of the Feedback for any purpose.
14. EVENTS OUTSIDE OUR CONTROL. Arm will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under this EULA that is caused by any act or event beyond its reasonable control, including failure of public or private telecommunications networks or any third party (“Event Outside Our Control”). If an Event Outside Our Control takes place that affects the performance of Arm’s obligations under this EULA, Arm’s obligations under this EULA will be suspended and the time for performance of Arm’s obligations will be extended for the duration of the Event Outside Our Control, and Arm will use reasonable endeavours to find a solution by which its obligations under this EULA may be performed despite the Event Outside Our Control.
15. OTHER IMPORTANT TERMS.
a. Arm may transfer its rights and obligations under this EULA to another organization, but this will not affect your rights or our obligations under this EULA.
b. You may only transfer your rights or obligations under this EULA to another person if Arm agrees in writing.
c. If Arm fails to insist that you perform any of your obligations under this EULA, or if Arm does not enforce its rights against you, or if Arm delays in doing so, that will not mean that Arm has waived its rights against you and will not mean that you do not have to comply with those obligations. If Arm does waive a default by you, it will only do so in writing, and that will not mean that it will automatically waive any later default by you.
d. Each of the conditions of this EULA operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
e. No one other than you or Arm shall have any right to enforce any of the terms of this EULA.
f. This EULA constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this EULA. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this EULA.
g. No amendment or modification of this Agreement will be effective unless in writing and signed by a duly authorized representative of Arm.
h. This EULA, its subject matter and its formation, are governed by English law. The courts of England and Wales will have non-exclusive jurisdiction in relation to any disputes or claims arising out of or in connection with this EULA or its subject matter or formation.