ARM UNIVERSITY PROGRAMME EDUCATION KIT TEACHING MATERIALS END USER LICENSE AGREEMENT
2. BY ACCEPTING THE TERMS OF THIS DOCUMENT, AND/OR USING THE EK TEACHING MATERIALS, YOU REPRESENT AND WARRANT THAT YOU ARE affiliated with an academic institution and that YOU ARE AUTHORIZED BY YOUR ACADEMIC INSTITUTION TO ACCEPT ON ITS BEHALF, AND HEREBY DO ACCEPT, THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT ("AGREEMENT") AND THAT THIS AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN YOUR INSTITUTION AND ARM.
3. You acknowledge that the EK Teaching Materials are specifically designed and licensed for use solely for internal academic and/ or teaching needs and in support of teaching courses designed around ARM technology.
4. Intellectual Property, Title – EK Teaching Materials are protected by copyright laws, international copyright treaties, and trade secret laws, and other intellectual property laws and treaties. The EK Teaching 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 Teaching Materials, including all intellectual property rights in the EK Teaching Materials and all copies and/or derivatives of the EK Teaching Materials. ARM reserves all rights not specifically granted under this Agreement.
5. LICENSE GRANTS, RESTRICTIONS, AND LIMITATIONS. Provided that you are a current member of an academic institution, ARM grants you the rights described in this Agreement subject to your compliance with this Agreement.
a. General License Grant – Subject to the terms of this Agreement, ARM hereby grants to you a limited, non-exclusive, non-transferable, royalty-free, license to copy, and modify, the EK Teaching Materials solely for internal academic, instructional, and non-commercial use in support of teaching courses designed around or in relation to ARM technology.
b. Any other use, outside of the licence granted under this Agreement, including but not limited to commercial use or volume reproduction, is a material breach of this Agreement.
c. Except as specifically licensed in accordance with this Clause 5, neither you nor any third party acquire any right, title or interest in any ARM technology or know how, or any intellectual property embodied in such technology or know how. In no event shall the licenses granted in this Agreement be construed as granting you or any third party, expressly or by implication, estoppel or otherwise, a license to use any other ARM technology or know how.
d. You may distribute the EK Teaching Materials to students, faculty and staff associated with your institution (“Permitted Users”) solely for use within the scope of this licence. You must advise such Permitted Users that use of the EK Teaching Materials is strictly governed by the terms and conditions of this Agreement. Any Permitted User who ceases its association with your academic or research institution shall not be permitted to use the EK Teaching Materials without first obtaining a valid license for the EK Teaching Materials directly from ARM. Any breach of this Agreement by a Permitted User shall entitle ARM to terminate this Agreement as if your academic institution were the party in breach. Any termination of this Agreement shall be effective in respect of your institution and all Permitted Users. Any rights granted to any Permitted User under this Agreement shall automatically terminate on such Permitted User ceasing to be a Permitted User.
e. If a Permitted User breaches any of the terms of this Agreement, your institution shall hold harmless and indemnify ARM against all and any loss, liability, costs, damages, expenses (including the reasonable fees of lawyers and other professionals) suffered, as a result of or in connection with such breach.
f. Restrictions – Under the terms of this Agreement you may not ( i ) rent, sell, lease, lend, license, sublicense, assign, distribute or otherwise transfer in whole or in part the EK Teaching Materials to any third party (except as expressly permitted in Sections 5a and d above); (ii) except as expressly permitted by this Agreement, publish the EK Teaching Materials; (iii) except as expressly permitted by this Agreement, provide, disclose, divulge or make available to, or permit use of the EK Teaching Materials in whole or in part by, any third party; (iv) except as expressly permitted by this Agreement, modify or create derivative works based upon the EK Teaching Materials; (v) use the EK Teaching Materials for your IT or administrative processing or computing purposes; or (vi) otherwise use the EK Teaching Materials in any manner that is not expressly permitted by this Agreement.
g. The EK Teaching Materials may not be disclosed to or used by anyone not affiliated with your academic institution, nor for any non-educational, non-instructional or commercial purposes.
h. Except as expressly permitted by this Agreement, you or your Permitted Users may not decompile, disassemble, reverse engineer or otherwise attempt to derive source code (where such source code is not intentionally provided by ARM) from the EK Teaching Materials (as applicable), in whole or in part, nor use any mechanical, electronic or other method to trace, decompile, disassemble, or identify the source code of the EK Teaching Materials, or encourage others to do so, except to the limited extent, if any, that applicable law permits such acts notwithstanding any contractual prohibitions. You agree that you will use best efforts to prevent third parties or Permitted Users from unlocking, decompiling, reverse engineering, disassembling, modifying or translating the EK Teaching Materials.
6. Termination – This license is effective until terminated. Without prejudice to any other rights, ARM may terminate this Agreement and your right to use the EK Teaching 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 Teaching Materials, including all portions and derivatives of them, and cease all use of the EK Teaching Materials immediately. On 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, 5(e, f, g, h), 6, 7, 8, 9, 10, 11, 12, 13 and 14 shall survive termination.
7. Proprietary Notices – The EK Teaching 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 Teaching Materials.
8. Warranties and Limitations
a. THE EK TEACHING 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 TEACHING 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 TEACHING 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 TEACHING 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 TEACHING 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 TEACHING 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 TEACHING 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 Teaching 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 Teaching 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 Teaching Materials consist solely of commercial items. If applicable, your institution shall be responsible for ensuring that any EK Teaching 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.Input – If YOUR Academic Institution is an AUP Alliance Member then the provisions relating to Input included in its Membership Agreement shall apply to any feedback or proposals (“Input”) provided by YOU or your Academic Institution to ARM in respect of the EK Teaching Materials. If not, then YOU and your Academic Institution hereby grant to ARM (and its subsidiaries), under all of YOUR and your Academic Institution and its subsidiaries intellectual property rights, a perpetual, irrevocable, royalty free, non-exclusive, worldwide licence to a) make, use, copy, modify, publish, distribute, sell, and create derivative works of the whole or any part of the Input as part of future or existing EK Teaching Materials or AUP concepts; and b) sublicense these rights to third parties engaged by ARM to assist with the development of EK Teaching Materials or other AUP concepts.
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 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.