Teaching and Learning Content User Licence Agreement
1. These terms are displayed for you to read prior to use of the particular teaching and learning content and any related documentation and materials (“Materials”) made available to you by Arm Limited (“Arm”). If you choose not to agree with these terms, do not use or access the Materials.
3. You acknowledge that the Materials are specifically designed and licensed only for non-commercial, educational purposes.
4. INTELLECTUAL PROPERTY. The Materials are protected by copyright laws, international copyright treaties, and trade secret laws, and other intellectual property laws and treaties around the world. The 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 Materials, including all intellectual property rights in the Materials (other than in respect of any third party elements). Arm reserves all rights not specifically granted under this Agreement.
5. LICENCE. Subject to your compliance with this Agreement and unless otherwise specified in Clause 13, Arm hereby grants to you a limited, non-exclusive, non-transferable, royalty-free, licence under its copyright subsisting in the Materials to use, copy and modify the Materials (and if and only if you are a current member of an education institution, make the Materials available to others within your education institution) upon the terms of this Agreement, solely for non-commercial educational purposes. Unless otherwise specified in Clause 13: (a) you may refer to and cite the Materials in publications provided that you give a full citation referencing Arm as the author and owner of the Materials; (b) you may not use the Materials for any commercial purpose; (c) you may not remove any proprietary notice(s) contained in the Materials; and (d) without seeking prior consent from Arm, you may not modify the materials for use with alternative platforms to those upon which they are currently based. You may not use the Materials for any unlawful purpose. The licence granted by Arm pursuant to this Clause 5 is effective until terminated. Without prejudice to any other rights, Arm may terminate this Agreement and your right to use the Materials if you are in material breach of any of these terms or if you do anything that infringes Arm’s intellectual property rights. Termination will be effective immediately on the service of Arm’s notice of termination to you. In the event of termination, you shall destroy all copies of the Materials, including all portions and derivatives of them, and cease all use of the Materials immediately. Clauses impliedly or expressly intended to survive termination shall continue in full force and effect.
6. WARRANTIES AND LIMITATIONS.
a. The materials are provided “as is”. All warranties and conditions, express, implied or statutory, are hereby excluded, including, without limitation, those relating to merchantability, satisfactory quality, freedom from defects, reliability, availability, accuracy, non-infringement or fitness for a particular purpose.
b. In no event shall arm be liable under this agreement or otherwise in connection with the 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 advised of the possibility of such damages.
c. 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 this agreement, or otherwise in connection with the materials shall not exceed the greater of one hundred u.s. dollars ($100 usd) or the total of sums paid, if any, by you to arm under this agreement.
d. Nothing in this section shall operate to exclude or limit liability for: (i) death or personal injury resulting from either party's negligence; or (ii) fraud; or (iii) any other matters in respect of which by law liability cannot be excluded or limited.
7. EXPORT CONTROL. You hereby acknowledge and agree that the Materials 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 neither the 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. The Materials consist solely of commercial items. If applicable, your institution shall be responsible for ensuring that any Materials provided to the US Government in accordance with the terms of this Agreement are provided with the rights and subject to restrictions described elsewhere in this Agreement.
8. 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 Materials, and any modifications you make to the 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 Materials, such claim shall be deemed to be feedback and is hereby licensed to Arm in accordance with the provisions of this Clause 8.
9. GOVERNING LAW. 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.
11. 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 Materials.
12. CONTACTING US. If you have any queries in relation to this Agreement or the Materials, please email email@example.com.
13. SPECIAL CONDITIONS. The provisions of this Clause 13 shall take precedence in the event of any conflict with the remainder of this Agreement.