END USER LICENCE AGREEMENT FOR MALI GPU SHADER DEVELOPMENT STUDIO V1.2

THIS END USER LICENCE AGREEMENT (“LICENCE”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER A SINGLE INDIVIDUAL, OR SINGLE LEGAL ENTITY) AND ARM LIMITED ("ARM") FOR THE USE OF THE DELIVERABLES ACCOMPANYING THIS LICENCE. ARM IS ONLY WILLING TO LICENSE THE DELIVERABLES TO YOU ON CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS LICENCE. BY CLICKING “I AGREE” OR BY INSTALLING OR OTHERWISE USING OR COPYING THE DELIVERABLES YOU INDICATE THAT YOU AGREE TO BE BOUND BY ALL THE TERMS OF THIS LICENCE.

1.  DEFINITIONS.

“Authorised Purpose” means the use of the Deliverables to develop Software Programs.

“Deliverables” means any software binaries accompanying this Licence, and any printed, electronic or online documentation supplied with it, in all cases relating to the Mali Shader Development Studio. Deliverables expressly excludes the Separate Files.

“Separate Files” means the files identified in the Clause 4 below, which are subject to the terms of the licence agreement identified in Clause 4.

“Software Programs” means shader programs that conform to the Khronos OpenGL ES Shading Language (ESSL).

2. LICENCE GRANT.

DELIVERABLES: ARM hereby grants to you, subject to the terms and conditions of this Licence, a nonexclusive, nontransferable, royalty free, worldwide licence to use and copy the Deliverables solely for the Authorised  Purpose.

3. RESTRICTIONS ON USE OF THE DELIVERABLES.

REVERSE ENGINEERING: Except to the extent that such activity is permitted by applicable law you shall not reverse engineer, decompile or disassemble any of the Deliverables. If the Deliverables were provided to you in Europe you shall not reverse engineer, decompile or disassemble any of the Deliverables for the purposes of error correction.

RESTRICTIONS ON TRANSFER OF LICENSED RIGHTS: The rights granted to you under this agreement may not be assigned, sublicensed or otherwise transferred by you to any third party without the prior written consent of ARM. You shall not rent or lease the Deliverables, or except as expressly provided above, share them with third parties.

TITLE AND RESERVATION OF RIGHTS: You acquire no rights to the Deliverables other than as expressly provided by this Licence. The Deliverables are licensed not sold. ARM does not transfer title to the Deliverables to you. In no event shall the licences granted in Clause 2 be construed as granting you expressly or by implication, estoppel or otherwise, licences to any ARM technology other than the Deliverables.

COPYRIGHT NOTICES: You shall not remove from the Deliverables any copyright notice or other notice and shall ensure that any such notice is reproduced in any copies of the whole or any part of the Deliverables made by you.

4.  THIRD PARTY RIGHTS

Portions of the Deliverables may contain or be derived from portions of a version of the Eclipse SDK and are licensed to you under the Eclipse Public License, Version 1.0 (“Third Party Terms”).  You agree to comply with all the terms and conditions imposed on you by the Third Party Terms.  Any provisions in this Licence which differ from Third Party Terms are offered by ARM alone and shall not supersede or modify any Third Party Terms. In addition to Third Party Terms, the disclaimer of warranty and limitation of liability provisions in this Licence shall apply to all Separate Files.

5. NO SUPPORT.

ARM has no obligation to support or to continue providing or updating any of the Deliverables.

6. NO WARRANTIES.

YOU AGREE THAT THE DELIVERABLES ARE LICENSED “AS IS”, AND THAT ARM AND ANY THIRD PARTY LICENSOR EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER TERMS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY, MERCHANTIBILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

YOU EXPRESSLY ASSUME ALL LIABILITIES AND RISKS, FOR USE OR OPERATION OF ANY APPLICATION PROGRAMS YOU CREATE WITH THE DELIVERABLES, AND YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

7. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ARM OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS) ARISING OUT OF THE USE OR INABILITY TO USE THE DELIVERABLES WHETHER BASED ON A CLAIM UNDER CONTRACT, TORT OR OTHER LEGAL THEORY, EVEN IF ARM OR ANY SUCH LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ARM does not seek to limit or exclude liability for death or personal injury arising from ARM's negligence and because some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental damages the above limitation relating to liability for consequential damages may not apply to you.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LICENCE, 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 THE SUBJECT MATTER OF THIS LICENCE SHALL NOT EXCEED THE GREATER OF THE TOTAL OF SUMS PAID BY YOU TO ARM (IF ANY) FOR THIS LICENCE AND US$5.00.

8. U.S. GOVERNMENT END USERS.

US Government Restrictions: Use, duplication, reproduction, release, modification, disclosure or transfer of this commercial product and accompanying documentation is restricted in accordance with the terms of this Licence.

9. TERM AND TERMINATION.

This Licence shall remain in force until terminated by you or by ARM. Without prejudice to any of its other rights if you are in breach of any of the terms and conditions of this Licence then ARM may terminate this Licence immediately upon giving written notice to you. You may terminate this Licence at any time.

Upon termination of this Licence by you or by ARM you shall stop using the Deliverables and destroy all copies of the Deliverables in your possession together with all documentation and related materials.

The provisions of Clauses 1, 4, 7, 8, 9, and 10 shall survive termination of this Licence.

10. GENERAL.

This Licence is governed by English Law. Except where ARM agrees otherwise in a written contract signed by you and ARM, this is the only agreement between you and ARM relating to the Deliverables and it may only be modified by written agreement between you and ARM. Except as expressly agreed in writing, this Licence may not be modified by purchase orders, advertising or other representation by any person. If any clause in this Licence is held by a court of law to be illegal or unenforceable the remaining provisions of this Licence shall not be affected thereby. The failure by ARM to enforce any of the provisions of this Licence, unless waived in writing, shall not constitute a waiver of ARM's rights to enforce such provision or any other provision of this Licence in the future.

You agree to comply fully with all laws and regulations of the United States and other countries ("Export Laws") to assure that the Deliverables are not (1) exported, directly or indirectly, in violation of Export Laws, either to any countries that are subject to U.S.A. export restrictions or to any end user who has been prohibited from participating in the U.S.A. export transactions by any federal agency of the U.S.A. government; or (2) intended to be used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.

ARM contract reference:  LEC-PRE-00454

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