Tizen Device Firmware

Note

You must not redistribute or use the file except as specifically set forth in these license terms.

TM1 Plugin

The TM1 plugin file contains the binaries to support the TM1 hardware
(TM1 is a reference device for Tizen 2.4 and was distributed in DevLab events).

To download the file, you must agree to 2 End User License Agreement.

DOWNLOAD
Installing the Plugin
  • Extract
    The mobile_plugin_tizen2.4_tm1.zip file
  • Change
    To the mobile_plugin_tizen2.4_tm1 directory
  • Run
    The mobile_tm1_plugin_install.sh file

ARTIK Plugins

The ARTIK plugin file contains the binaries to support the ARTIK hardware.
ARTIK is a reference device for Tizen 3.0 Common and was developed by Samsung.
Download proper plugin according to ARTIK series that you have.

ARTIK 5 Plugin

To download the file, you must agree to 1 End User License Agreement.

DOWNLOAD
Installing the Plugin
  • Extract
    The common_plugin_tizen3.0_artik5.zip file
  • Change
    To the common_plugin_tizen3.0_artik5 directory
  • Run
    The common_plugin_tizen3.0_artik5.sh file

ARTIK 7 Plugin

To download the file, you must agree to 1 End User License Agreement.

DOWNLOAD
Installing the Plugin
  • Extract
    The common_plugin_tizen3.0_artik7.zip file
  • Change
    To the common_plugin_tizen3.0_artik7 directory
  • Run
    The common_plugin_tizen3.0_artik7.sh file

ARTIK 10 Plugin

To download the file, you must agree to 1 End User License Agreement.

DOWNLOAD
Installing the Plugin
  • Extract
    The common_plugin_tizen3.0_artik10.zip file
  • Change
    To the common_plugin_tizen3.0_artik10 directory
  • Run
    The common_plugin_tizen3.0_artik10.sh file

Mobile Plugin TM1

close

TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION

1. SCOPE AND DEFINITIONS

This End User License Agreement (this “Agreement”) is a legal agreement concerning your use of the Software (defined hereafter) described below. The rights granted to the Software are expressly conditioned upon acceptance of these terms and conditions by the legal entity or person acquiring the license. If you are using the Software as an employee, the company that employs you is the "Licensee" and you are binding the company, and yourself personally, to these terms and conditions by using the Software. References below to "you" or "your" refer to the licensee of the Software. Spreadtrum Hong Kong Limited (“Spreadtrum”) is the "Licensor," regardless of whether you received the Software from Spreadtrum directly or an authorized distributor.

  1. 1.1

    "Software" means the specific software products, MALI-400 MP DDK in object code form, and all related documentation provided to you.

2. License

  1. 2.1

    Spreadtrum hereby grants Licensee a limited, non-exclusive, non-transferable, restricted right to use the Software in object code form only on the computer system solely for the purpose of developing application software for Tizen devices.

  2. 2.2

    The Software except as permitted elsewhere in the Agreement, the rights granted to you above are conditional upon your compliance with the following obligation:

    1. 2.2.1 The Software should be used solely to develop application software for ARM Product.
    2. 2.2.2 The Software should be used with silicon chipset manufactured by Spreadtrum.
    3. 2.2.3 You will not transfer, assign, lease, lend or rent the Software or documentation, use them to provide service bureau, time-sharing or other services, or otherwise provide or make the functionality thereof available to third parties except as expressly authorized in this Agreement.
    4. 2.2.4 You will not disassemble, decompile, reverse engineer, modify or create derivative works of the Software or documentation nor permit any third party to do so, except to the extent such restrictions are prohibited by applicable mandatory local law.
    5. 2.2.5 You will not delete or in any manner alter the copyright, trademark or other proprietary rights notices appearing on the Software or documentation as delivered or distributed by Spreadtrum. You will reproduce such notices on all copies you are authorized to make of the Software.

3. WARRANTIES AND LIMITATION OF LIABILITY

  1. 3.1

    No Warranty. Spreadtrum does not warrant that the Software will meet your requirements, that the Software will operate in combination with any other equipment, devices, software or systems, or that the operation of the Software will be error-free or uninterrupted. The Software is provided "AS IS" and “WITH ALL FAULTS.” SPREADTRUM DISCLAIMS ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY OR COMPLETENESS OF RESULTS, CONFORMANCE WITH DESCRIPTION, AND NON-INFRINGEMENT. SPREADTRUM SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. NO INFORMATION OR ADVICE GIVEN BY SPREADTRUM OR ITS AGENTS, EMPLOYEES, OR REPRESENTATIVES, WHETHER ORAL OR WRITTEN, SHALL CREATE ANY REPRESENTATION OR WARRANTY. YOUR USE OF THE SOFTWARE AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFTWARE IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

  2. 3.2

    Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL SPREADTRUM BE LIABLE TO YOU FOR ANY DIRECT SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS, REVENUE, GOODWILL, ANTICIPATED SAVINGS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF THIS AGREEMENT, WHETHER BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), FAILURE OF A REMEDY TO ACCOMPLISH ITS PURPOSE, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. You may have other rights under applicable mandatory local laws.

4. TERMINATION

  1. 4.1

    Termination. You may terminate this Agreement at any time by ceasing your use of the Software and deleting all Software and documentation. Spreadtrum will have the right to terminate this Agreement if you: (a) breach any material term of the Agreement, and if such breach is capable of cure, you fail to cure such breach within thirty (30) days after receiving written notice thereof; or (b) assert any claim against Spreadtrum, its licensees or customers alleging that the Software infringes or misappropriates any of your intellectual property rights. Either party will have the right to terminate this Agreement if the other becomes insolvent or makes an assignment for the benefit of creditors, or a trustee or receiver is appointed for such other party or for a substantial part of its assets, or bankruptcy, reorganization or insolvency proceedings shall be instituted by or against such other party. Termination of this Agreement under this section terminates all licenses granted hereunder.

  2. 4.2

    Effect of Termination. Upon termination or expiration of this Agreement, all Software licenses and rights to use Confidential Information that are granted there under shall terminate. Upon termination of this Agreement or expiration of the license term, you will promptly return to Spreadtrum or destroy the applicable Software and confidential information and all copies and portions thereof, in all forms and types of media.

  3. 4.3

    Survival. Sections 1, 2.2, 3, 4, and 5 will survive the termination of this Agreement.

5. GENERAL

  1. 5.1

    Confidentiality. You acknowledge and agree that the Software was developed at considerable time and expense and contains valuable trade secrets and confidential information. Accordingly, you agree to maintain the Software in confidence and except as expressly provided in Section 2 (Grant of License), you (i) will not disclose or provide access thereto to any person, or (ii) use the Software for any purpose not expressly authorized hereby, or permit or authorize any other person to do so. The restriction herein shall not apply to the extent that such information is in the public domain or hereafter falls into the public domain through no fault of you. Any combination of Spreadtrum trade secrets and information that forms part of the Software shall not be deemed to be public merely because individual parts of the Software are in the public domain. You acknowledge that violations of the confidentiality obligations herein may cause Spreadtrum irreparable injury for which an adequate remedy at law may not be available. Therefore, Spreadtrum shall be entitled to seek all remedies that may be available under equity, including immediate injunctive relief, in addition to whatever remedies may be available at law.

  2. 5.2

    Indemnification. To the extent permitted by law, you agree to indemnify, defend and hold harmless Spreadtrum, its affiliates, directors, officers, and employees (each a " Spreadtrum Indemnified Party") from any and all claims, losses, liabilities, damages, expenses and costs (including without limitation attorneys fees and court costs) incurred by a Spreadtrum Indemnified Party as a result of: (i) your breach of this Agreement; or (ii) any claims that the distribution, sale, offer for sale, use or importation of your product (excluding the Software as provided by Spreadtrum) infringes or misappropriates any third party intellectual property or proprietary rights.

  3. 5.3

    Export Control. You agree to comply fully with all relevant export laws and regulations, including those of the United States and the Member States of the European Union. These laws include restrictions on destinations, end-users and end use. You will ensure that neither the Software, nor any direct product thereof are: (a) exported or re-exported directly or indirectly in violation of applicable export laws; or (b) used for any purposes prohibited by applicable export laws, including but not limited to nuclear, chemical, or biological weapons proliferation. You will, at Spreadtrum 's request, demonstrate compliance with all such applicable export laws, restrictions, and regulations.

  4. 5.4

    Assignment. You may not assign this Agreement, in whole or in part, by operation of law or otherwise. Any attempt to assign this Agreement without such consent will be void and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's permitted successors and assigns.

  5. 5.5

    Governing Law and Jurisdiction. This Agreement, including all matters of construction, validity, and performance, shall be governed by and construed and enforced in accordance with the laws of the P.R. China (without giving effect to any conflict of law rule that would cause the laws of another jurisdiction to be applied). Any and all disputes between Spreadtrum and You in connection with or arising out of this Agreement, which the parties are unable to resolve between themselves, shall be finally settled by arbitration. The arbitration shall be held in Shanghai, China in accordance with the Rules of Arbitration of the International Chamber of commerce by one or more arbitrator(s) appointed in accordance with the said rules. The arbitration award rendered by the arbitrator(s) shall be final and binding upon the parties.

  6. 5.6

    Nonexclusive Remedy. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

  7. 5.7

    Force Majeure. Neither party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, terrorism, riot, natural disasters or governmental action.

  8. 5.8

    Entire Agreement; Modification; Interpretation. This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter. Failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of this Agreement will be effective only if in writing and signed by you and an authorized representative of Spreadtrum. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.

  9. 5.9

    U.S. Government End Users. The Software is a "commercial item" as defined in FAR 2.101. Government software and technical data rights in the Software include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license in technical data and software is provided in accordance with FAR 12.211 (Technical Data) and 12.212 (Computer Software) and, for Department of Defense purchases, DFAR 252.227-7015 (Technical Data -- Commercial Items) and 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). Accordingly, all U.S. Government End Users acquire Software with only those rights set forth herein.

CLICK-THROUGH LICENSE

THIS DEVELOPER SOFTWARE LICENSE AGREEMENT (THE "AGREEMENT") IS A LEGALLY BINDING AGREEMENT BETWEEN Spreadtrum Communications (Shanghai) Co., Ltd ("LICENSOR") AND YOU OR THE LEGAL ENTITY YOU REPRESENT ("You" or its possessive, "Your"). BY TYPING "I ACCEPT" WHERE INDICATED YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

IF YOU DO NOT AGREE TO THESE TERMS YOU MUST DISCONTINUE THE INSTALLATION

PROCESS AND YOU SHALL NOT USE THE SOFTWARE AND DOCUMENTATION OR RETAIN ANY COPIES OF THE SOFTWARE. ANY USE OR POSSESSION OF THE SOFTWARE BY YOU IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF THE SOFTWARE IS INSTALLED ON A COMPUTER OWNED BY A CORPORATION OR OTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. Special Definitions

  1. a.

    The term "Tizen” means the open source mobile platform, software stack, operating system, middleware, application programming interfaces and mobile applications under the trade-name "Tizen" distributed at Tizen.org.

  2. b.

    The term "Tizen Applications" means a software application or open-source contribution developed by You, designed to operate with Tizen that does not contain or incorporate any of the Software.

  3. c.

    The term "Authorized Tizen Enabled Device" means only the device identified on the site from which You downloaded the Software.

  4. d.

    The term "Software" means the Licensor's proprietary software and libraries in object code form, designed for use on the Authorized Tizen Enabled Device.

  5. e.

    The term "Authorized Tizen Enabled Device Software" means a packaged build for Authorized Tizen Enabled Devices, consisting of files suitable for installation on an Authorized Tizen Enabled Device using a mechanism such as fastboot mode or recovery mode.

  6. f.

    The term “Samsung” means Samsung Electronics Co., Ltd., a company existing under the laws of the Republic of Korea, with its place of business at 129, Samsung-ro, Yeongtong-gu, Suwon-si, Gyeonggi-do, Korea. All parties hereto agree that Samsung shall be, and is hereby, named as an express third-party beneficiary of this Agreement, with full rights as such.

2. License Grant

  1. a.

    Subject to the terms of this Agreement, Licensor hereby grants to You, free of charge, a non-exclusive, non-sublicensable, non-transferable, limited license, during the term of this Agreement, to download, install and use the Software internally in machine-readable (i.e., object code) form and the Documentation for non-commercial use on an Authorized Tizen Enabled Device and non-commercial redistribution of the Authorized Tizen Enabled Device Software (the "Limited Purpose"). You may grant your end users the right to use the Software for the Limited Purpose. The license to the Software granted to You hereunder is solely for the Limited Purpose set forth in this section, and the Software shall not be used for any other purpose.

3. Restrictions

  1. a.

    Retention of Rights. The entire right, title and interest in the Software shall remain with Licensor and, unless specified in writing hereunder, no rights are granted to any of the Software. Except for the right to use the Software for the Limited Purpose, the delivery of the Software to You does not convey to You any intellectual property rights in the Software, including, but not limited to any rights under any patent, trademark, copyright, or trade secret. Neither the delivery of the Software to You nor any terms set forth herein shall be construed to grant to You, either expressly, by implication or by way of estoppels, any license under any patents or other intellectual property rights covering or relating to any other product or invention or any combination of the Software with any other product. Any rights not expressly granted to You herein are reserved by Licensor.

  2. b.

    No Commercialization or Distribution of the Software and Documentation. Except as expressly provided in Section 2 of this Agreement, You shall have no right to (i) copy, disclose, distribute, publically perform, publically display, transfer, alter, modify, translate, disassemble, decompile, reverse engineer, or adapt the Software and Documentation, or any portion thereof, or create any derivative works based thereon; (ii) rent, lease, assign, sublicense, resell, disclose or otherwise transfer the Software and Documentation in whole or in part to any third party (iii) use the Software and Documentation except for the Limited Purpose, (iv) remove or alter any of the copyright or proprietary notices contained in any of the Software and Documentation. For the purposes of clarity, nothing in this Agreement prohibits You from making and distributing Tizen Applications under commercial or non-commercial terms, provided that You shall not contain, incorporate, and/or compile the Software or any of its derivative works, in whole or in part, into Your Tizen Applications and/or any software/devices created by You or by third parties acting on Your behalf. You and any such third party shall comply with all of the terms and conditions of this Agreement.

  3. c.

    No Reverse Engineering. Except for any portions of the Software provided to You in source code format and except for any third party code distributed with the Software that is licensed under contrary terms, You will not reverse engineer, disassemble, decompile, or translate the Software, or otherwise attempt to derive the source code version of the Software, except if and to the extent expressly permitted under any applicable law.

  4. d.

    Third Party Software. You agree that Tizen may contain third party software. You agree that you may not distribute such third party software for any purpose without appropriate licenses from the applicable third party or parties.

  5. e.

    No Transfer or Assignment. You shall not assign any of its rights or obligations under this Agreement. Any attempted assignment in contravention of this Section shall be void.

4.Indemnity

  1. a.

    You agree to indemnify and hold harmless Licensor, Samsung and their officers, directors, customers, employees and successors and assigns (each an "Indemnified Party") against any and all claims, demands, causes of action, losses, liabilities, damages, costs and expenses, incurred by the Indemnified Party (including but not limited to costs of defense, investigation and reasonable attorney's fees) arising out of, resulting from or related to (i) any software, products, documentation, content, materials or derivative works created or developed by You using the Software which causes an infringement of any patent, copyright, trademark, trade secret, or other property, publicity or privacy rights of any third parties arising in any jurisdiction anywhere in the world, (ii) the download, distribution, installation, storage, execution, use or transfer of such software, products, documentation, content, materials or derivative works by any person or entity, and/or (iii) any breach of this Agreement by You. If requested by an Indemnified Party, You agree to defend such Indemnified Party in connection with any third party claims, demands, or causes of action resulting from, arising out of or in connection with any of the foregoing.

5. Limitation of Liability

  1. a.

    TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, SHALL LICENSOR, SAMSUNG, THEIR AFFILIATES AND/OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR ANY DOWNLOAD, INSTALLATION OR USE OF, OR INABILITY TO USE, THE SOFTWARE, EVEN IF LICENSOR OR SAMSUNG HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY OR MAY BE LIMITED. IN NO EVENT SHALL LICENSOR OR SAMSUNG'S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL DAMAGES, LOSSES, CLAIMS AND CAUSES OF ACTIONS (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, INDEMNIFICATION OR OTHERWISE) EXCEED ONE HUNDRED U.S. DOLLARS (US$100). THE LIMITATIONS SET FORTH IN THIS PARAGRAPH SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE PARTIES HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS IN THIS PARAGRAPH ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

6. No Warranty

  1. a.

    LICENSOR AND SAMSUNG MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION PROVIDED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AGAINST INFRINGEMENT, OR ANY EXPRESS OR IMPLIED WARRANTY ARISING OUT OF TRADE USAGE OR OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE. NOTHING CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS A WARRANTY OR REPRESENTATION BY LICENSOR AND SAMSUNG (I) AS TO THE VALIDITY OR SCOPE OF ANY PATENT, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT AND (II) THAT ANY MANUFACTURE OR USE WILL BE FREE FROM INFRINGEMENT OF PATENTS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF OTHERS, AND IT SHALL BE THE SOLE RESPONSIBILITY OF YOU TO MAKE SUCH DETERMINATION AS IS NECESSARY WITH RESPECT TO THE ACQUISITION OF LICENSES UNDER PATENTS AND OTHER INTELLECTUAL PROPERTY OF THIRD PARTIES. LICENSOR AND SAMSUNG SHALL NOT HAVE ANY OBLIGATION TO PROVIDE ANY TECHNICAL SUPPORT OF THE SOFTWARE UNDER THIS AGREEMENT.

7. Term and Termination

  1. a.

    This Agreement shall be effective on the date You accept this Agreement and shall remain in effect until terminated as provided herein. You may terminate the Agreement at any time by deleting and destroying all copies of the Software and all related information in Your possession or control. This Agreement terminates immediately and automatically, with or without notice, if You fail to comply with any provision hereof. Additionally, Licensor may at any time terminate this Agreement, without cause, upon notice to You. Upon termination You must delete or destroy all copies of the Software in Your possession, and the license granted to You in this Agreement shall terminate. Sections 3, 4, 5, 6 and 8 shall survive the termination of this Agreement.

8. Miscellaneous

  1. a.

    Governing Law. This Agreement is governed and interpreted in accordance with the laws of the State of California without giving effect to its conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed and shall not apply. Any claim arising out of or related to this Agreement must be brought exclusively in a federal or state court located in Santa Clara County, California and You consent to the jurisdiction and venue of such courts.

  2. b.

    Waiver and Severability. The failure of either party to require performance by the other party of any provision of this Agreement shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision of this Agreement be taken or held to be a waiver of the provision itself. Severability. If any provision of this Agreement is unenforceable or invalid under any applicable law or is so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

  3. c.

    Amendment and Modification. This Agreement and any of its terms and provisions may only be amended, modified, supplemented or waived in a writing signed by Licensor hereto.

  4. d.

    Compliance with Laws. You shall comply with all applicable laws, rules, and regulations in connection with its activities under this Agreement.

DownLoad

Common Plugin ARTIK 5

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TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION (SLSI-201608LI008-1)

This End User License Agreement (“Agreement”) is a legal agreement concerning Licensee's use of the Software (defined hereafter) described below. The rights granted to the Software are expressly conditioned upon acceptance of these terms and conditions in this Agreement for the Purpose. The company and its employees who are using the Software ("Licensee")agree to be bound by the terms and conditions of this Agreement by using the Software, regardless of whether Licensee received the Software from Samsung Electronics Co., Ltd. ("Licensor") directly or through an authorized distributor.

Licensee agrees as follows:

1. DEFINITIONS

  1. 1.1

    "Software" means the specific software products, MALI-400 MP DDK in object code form, and all related documentation provided to Licensee.

  2. 1.2

    "Purpose" means use of the Software solely for the purpose of developing or executing applications which are targeted for use on an integrated circuit manufactured by or for Licensor that incorporates a GPU Core (MALI-400 MP).

  3. 1.3

    "ARM" means ARM Limited, whose registered office is situated at 110 Fulbourn Road, Cambridge CB1 9NJ, England, and its affiliates.

2. LICENSE

  1. 2.1

    Licensor hereby grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable, restricted right to use the Software in object code form only solely for the Purpose during the Term.

  2. 2.2

    Licensee hereby agrees to comply with the additional following obligations:

    1. 2.2.1 The Software should be used solely for the Purpose.
    2. 2.2.2 Licensee will not transfer, assign, lease, lend or rent the Software or documentation, use them to provide service bureau, time-sharing or other services, or otherwise provide or make the functionality thereof available to third parties except as expressly authorized in this Agreement.
    3. 2.2.3 Licensee will not disassemble, decompile, reverse engineer, modify, adapt, alter or create derivative works of the Software or documentation nor permit any third party to do so.
    4. 2.2.4 Licensee will not delete or in any manner alter the copyright, trademark or other proprietary rights notices appearing on the Software or documentation as delivered or distributed by Licensor. Licensee will reproduce such notices on all copies Licensee is authorized to make of the Software.

3. WARRANTIES AND LIMITATION OF LIABILITY

  1. 3.1

    No Warranty. Licensor expressly disclaims any representation or warranty that the Software will meet Licensee's requirements, that the Software will operate in combination with any other equipment, devices, software or systems, or that the operation of the Software will be error-free or uninterrupted. The Software is provided "AS IS" and “WITH ALL FAULTS.” LICENSORDISCLAIMS ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY OR COMPLETENESS OF RESULTS, CONFORMANCE WITH DESCRIPTION, AND NON-INFRINGEMENT. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. NO INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AGENTS, EMPLOYEES, OR REPRESENTATIVES, WHETHER ORAL OR WRITTEN, SHALL CREATE ANY REPRESENTATION OR WARRANTY. LICENSEE'SUSE OF THE SOFTWARE AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFTWARE IS AT LICENSEE'S OWN DISCRETION AND RISK AND LICENSEEISSOLELY RESPONSIBLE FOR ANY DAMAGE TO LICENSEE'SCOMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

  2. 3.2

    Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL LICENSORBE LIABLE TO LICENSEE FOR ANY DIRECT, SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS, REVENUE, GOODWILL, ANTICIPATED SAVINGS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF THIS AGREEMENT, WHETHER BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), FAILURE OF A REMEDY TO ACCOMPLISH ITS PURPOSE, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

4. TERMINATION

  1. 4.1

    Termination. This Agreement and the licenses and rights granted herein shall be effective from the first use of the Software by Licensee until twenty-four (24) months thereafter ("Term").Each party may terminate this Agreement by giving prior written notice to the other party. Upon termination Licensee shall cease to use the Software and delete all Software and documentation. Licensor will have the right to terminate this Agreement immediately if Licensee: asserts any claim against Licensor and its licensees or customers alleging that the Software infringes or misappropriates any of Licensee's intellectual property rights. Each party will have the right to terminate this Agreement if the other becomes insolvent or makes an assignment for the benefit of creditors, or a trustee or receiver is appointed for such other party or for a substantial part of its assets, or bankruptcy, reorganization or insolvency proceedings shall be instituted by or against such other party. Termination of this Agreement immediately terminates all licenses and rights granted hereunder.

  2. 4.2

    Effect of Termination. Upon termination or expiration of this Agreement, all Software licenses and rights to use confidential information that are granted there under shall terminate. Upon termination of this Agreement or expiration of the Term, Licensee will, at Licensor's sole discretion, promptly return to Licensor or destroy the applicable Software and confidential information and all copies and portions thereof, in all forms and types of media.

  3. 4.3

    Survival. Sections 1, 2.2, 3, 4 and 5 will survive the termination or expiration of this Agreement.

5. GENERAL

  1. 5.1

    Confidentiality. Licensee acknowledges and agrees that the Software was developed at considerable time and expense and contains valuable trade secrets and confidential information. Accordingly, Licensee agree to maintain the Software in confidence and except as expressly provided in Section 2.1 (Grant of License), Licensee(i) will not disclose or provide access thereto to any person, or (ii) use the Software for any purpose not expressly authorized hereby, or permit or authorize any other person to do so. The restriction herein shall not apply to the extent that such information is in the public domain or hereafter falls into the public domain through no fault of Licensee. Any combination of Licensor trade secrets and information that forms part of the Software shall not be deemed to be public merely because individual parts of the Software are in the public domain. Licensee acknowledges that violations of the confidentiality obligations herein may cause Licensor irreparable injury for which an adequate remedy at law may not be available. Therefore, Licensor shall be entitled to seek all remedies that may be available under equity, including immediate injunctive relief, in addition to whatever remedies may be available at law.

  2. 5.2

    Indemnification. To the extent permitted by law, Licensee agrees to indemnify, defend and hold harmless Licensor, its affiliates, directors, officers, and employees (each a "Licensor Indemnified Party") from any and all claims, losses, liabilities, damages, expenses and costs (including without limitation attorneys fees and court costs) incurred by a Licensor Indemnified Party as a result of: (i) Licensee's breach of this Agreement; or (ii) any claims that the distribution, make, sale, offer for sale, use or importation of Licensee's product (excluding the Software as provided by Licensor) infringes or misappropriates any third party intellectual property or proprietary rights.

  3. 5.3

    Export Control. Licensee agrees to comply fully with all relevant export laws and regulations, including but not limited to those of the United States and the Member States of the European Union. These laws include restrictions on destinations, end-users and end use. Licensee will ensure that neither the Software, nor any direct product thereof are: (a) exported or re-exported directly or indirectly in violation of applicable export laws; or (b) used for any purposes prohibited by applicable export laws, including but not limited to nuclear, chemical, or biological weapons proliferation. Licensee will, at Licensor's request, demonstrate compliance with all such applicable export laws, restrictions, and regulations.

  4. 5.4

    Assignment. Licensee may not assign this Agreement, in whole or in part, by operation of law or otherwise. Any attempt to assign this Agreement will be void and no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's permitted successors and assigns.

  5. 5.5

    Governing Law and Jurisdiction. This Agreement, including all matters of construction, validity, and performance, shall be governed by and construed and enforced in accordance with the laws of the Republic of Korea (without giving effect to any conflict of law rule that would cause the laws of another jurisdiction to be applied). Any and all disputes between Licensor and Licensee in connection with or arising out of this Agreement, which the parties are unable to resolve between themselves, shall be finally settled by arbitration. The arbitration shall be held in Seoul, Korea in accordance with the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrator(s) appointed in accordance with the said rules. The arbitration award rendered by the arbitrator(s) shall be final and binding upon the parties.

  6. 5.6

    Nonexclusive Remedy. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

  7. 5.7

    Force Majeure. Neither party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, terrorism, riot, natural disasters or governmental action.

  8. 5.8

    Entire Agreement; Modification; Interpretation. This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter. Failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of this Agreement will be effective only if in writing and signed by Licensee and an authorized representative of Licensor. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.

  9. 5.9

    U.S. Government End Users. The Software is a "commercial item" as defined in FAR 2.101. Government software and technical data rights in the Software include only those rights customarily provided to the public as defined in this Agreement. This customary license in technical data and software is provided in accordance with FAR 12.211 (Technical Data) and 12.212 (Computer Software) and, for Department of Defense purchases, DFAR 252.227-7015 (Technical Data -- Commercial Items) and 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). Accordingly, all U.S. Government End Users acquire Software with only those rights set forth herein.

  10. 5.10

    Third Party Beneficiary. Licensee hereby acknowledges and agrees that ARM is a third-party beneficiary to this Agreement and that ARM is entitled to the rights and benefits hereunder and may enforce the provisions hereof against Licensee as if ARM was a party hereto.

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TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION (SLSI-201608LI008-1)

This End User License Agreement (“Agreement”) is a legal agreement concerning Licensee's use of the Software (defined hereafter) described below. The rights granted to the Software are expressly conditioned upon acceptance of these terms and conditions in this Agreement for the Purpose. The company and its employees who are using the Software ("Licensee")agree to be bound by the terms and conditions of this Agreement by using the Software, regardless of whether Licensee received the Software from Samsung Electronics Co., Ltd. ("Licensor") directly or through an authorized distributor.

Licensee agrees as follows:

1. DEFINITIONS

  1. 1.1

    "Software" means the specific software products, MALI-400 MP DDK in object code form, and all related documentation provided to Licensee.

  2. 1.2

    "Purpose" means use of the Software solely for the purpose of developing or executing applications which are targeted for use on an integrated circuit manufactured by or for Licensor that incorporates a GPU Core (MALI-400 MP).

  3. 1.3

    "ARM" means ARM Limited, whose registered office is situated at 110 Fulbourn Road, Cambridge CB1 9NJ, England, and its affiliates.

2. LICENSE

  1. 2.1

    Licensor hereby grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable, restricted right to use the Software in object code form only solely for the Purpose during the Term.

  2. 2.2

    Licensee hereby agrees to comply with the additional following obligations:

    1. 2.2.1 The Software should be used solely for the Purpose.
    2. 2.2.2 Licensee will not transfer, assign, lease, lend or rent the Software or documentation, use them to provide service bureau, time-sharing or other services, or otherwise provide or make the functionality thereof available to third parties except as expressly authorized in this Agreement.
    3. 2.2.3 Licensee will not disassemble, decompile, reverse engineer, modify, adapt, alter or create derivative works of the Software or documentation nor permit any third party to do so.
    4. 2.2.4 Licensee will not delete or in any manner alter the copyright, trademark or other proprietary rights notices appearing on the Software or documentation as delivered or distributed by Licensor. Licensee will reproduce such notices on all copies Licensee is authorized to make of the Software.

3. WARRANTIES AND LIMITATION OF LIABILITY

  1. 3.1

    No Warranty. Licensor expressly disclaims any representation or warranty that the Software will meet Licensee's requirements, that the Software will operate in combination with any other equipment, devices, software or systems, or that the operation of the Software will be error-free or uninterrupted. The Software is provided "AS IS" and “WITH ALL FAULTS.” LICENSORDISCLAIMS ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY OR COMPLETENESS OF RESULTS, CONFORMANCE WITH DESCRIPTION, AND NON-INFRINGEMENT. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. NO INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AGENTS, EMPLOYEES, OR REPRESENTATIVES, WHETHER ORAL OR WRITTEN, SHALL CREATE ANY REPRESENTATION OR WARRANTY. LICENSEE'SUSE OF THE SOFTWARE AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFTWARE IS AT LICENSEE'S OWN DISCRETION AND RISK AND LICENSEEISSOLELY RESPONSIBLE FOR ANY DAMAGE TO LICENSEE'SCOMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

  2. 3.2

    Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL LICENSORBE LIABLE TO LICENSEE FOR ANY DIRECT, SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS, REVENUE, GOODWILL, ANTICIPATED SAVINGS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF THIS AGREEMENT, WHETHER BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), FAILURE OF A REMEDY TO ACCOMPLISH ITS PURPOSE, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

4. TERMINATION

  1. 4.1

    Termination. This Agreement and the licenses and rights granted herein shall be effective from the first use of the Software by Licensee until twenty-four (24) months thereafter ("Term").Each party may terminate this Agreement by giving prior written notice to the other party. Upon termination Licensee shall cease to use the Software and delete all Software and documentation. Licensor will have the right to terminate this Agreement immediately if Licensee: asserts any claim against Licensor and its licensees or customers alleging that the Software infringes or misappropriates any of Licensee's intellectual property rights. Each party will have the right to terminate this Agreement if the other becomes insolvent or makes an assignment for the benefit of creditors, or a trustee or receiver is appointed for such other party or for a substantial part of its assets, or bankruptcy, reorganization or insolvency proceedings shall be instituted by or against such other party. Termination of this Agreement immediately terminates all licenses and rights granted hereunder.

  2. 4.2

    Effect of Termination. Upon termination or expiration of this Agreement, all Software licenses and rights to use confidential information that are granted there under shall terminate. Upon termination of this Agreement or expiration of the Term, Licensee will, at Licensor's sole discretion, promptly return to Licensor or destroy the applicable Software and confidential information and all copies and portions thereof, in all forms and types of media.

  3. 4.3

    Survival. Sections 1, 2.2, 3, 4 and 5 will survive the termination or expiration of this Agreement.

5. GENERAL

  1. 5.1

    Confidentiality. Licensee acknowledges and agrees that the Software was developed at considerable time and expense and contains valuable trade secrets and confidential information. Accordingly, Licensee agree to maintain the Software in confidence and except as expressly provided in Section 2.1 (Grant of License), Licensee(i) will not disclose or provide access thereto to any person, or (ii) use the Software for any purpose not expressly authorized hereby, or permit or authorize any other person to do so. The restriction herein shall not apply to the extent that such information is in the public domain or hereafter falls into the public domain through no fault of Licensee. Any combination of Licensor trade secrets and information that forms part of the Software shall not be deemed to be public merely because individual parts of the Software are in the public domain. Licensee acknowledges that violations of the confidentiality obligations herein may cause Licensor irreparable injury for which an adequate remedy at law may not be available. Therefore, Licensor shall be entitled to seek all remedies that may be available under equity, including immediate injunctive relief, in addition to whatever remedies may be available at law.

  2. 5.2

    Indemnification. To the extent permitted by law, Licensee agrees to indemnify, defend and hold harmless Licensor, its affiliates, directors, officers, and employees (each a "Licensor Indemnified Party") from any and all claims, losses, liabilities, damages, expenses and costs (including without limitation attorneys fees and court costs) incurred by a Licensor Indemnified Party as a result of: (i) Licensee's breach of this Agreement; or (ii) any claims that the distribution, make, sale, offer for sale, use or importation of Licensee's product (excluding the Software as provided by Licensor) infringes or misappropriates any third party intellectual property or proprietary rights.

  3. 5.3

    Export Control. Licensee agrees to comply fully with all relevant export laws and regulations, including but not limited to those of the United States and the Member States of the European Union. These laws include restrictions on destinations, end-users and end use. Licensee will ensure that neither the Software, nor any direct product thereof are: (a) exported or re-exported directly or indirectly in violation of applicable export laws; or (b) used for any purposes prohibited by applicable export laws, including but not limited to nuclear, chemical, or biological weapons proliferation. Licensee will, at Licensor's request, demonstrate compliance with all such applicable export laws, restrictions, and regulations.

  4. 5.4

    Assignment. Licensee may not assign this Agreement, in whole or in part, by operation of law or otherwise. Any attempt to assign this Agreement will be void and no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's permitted successors and assigns.

  5. 5.5

    Governing Law and Jurisdiction. This Agreement, including all matters of construction, validity, and performance, shall be governed by and construed and enforced in accordance with the laws of the Republic of Korea (without giving effect to any conflict of law rule that would cause the laws of another jurisdiction to be applied). Any and all disputes between Licensor and Licensee in connection with or arising out of this Agreement, which the parties are unable to resolve between themselves, shall be finally settled by arbitration. The arbitration shall be held in Seoul, Korea in accordance with the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrator(s) appointed in accordance with the said rules. The arbitration award rendered by the arbitrator(s) shall be final and binding upon the parties.

  6. 5.6

    Nonexclusive Remedy. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

  7. 5.7

    Force Majeure. Neither party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, terrorism, riot, natural disasters or governmental action.

  8. 5.8

    Entire Agreement; Modification; Interpretation. This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter. Failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of this Agreement will be effective only if in writing and signed by Licensee and an authorized representative of Licensor. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.

  9. 5.9

    U.S. Government End Users. The Software is a "commercial item" as defined in FAR 2.101. Government software and technical data rights in the Software include only those rights customarily provided to the public as defined in this Agreement. This customary license in technical data and software is provided in accordance with FAR 12.211 (Technical Data) and 12.212 (Computer Software) and, for Department of Defense purchases, DFAR 252.227-7015 (Technical Data -- Commercial Items) and 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). Accordingly, all U.S. Government End Users acquire Software with only those rights set forth herein.

  10. 5.10

    Third Party Beneficiary. Licensee hereby acknowledges and agrees that ARM is a third-party beneficiary to this Agreement and that ARM is entitled to the rights and benefits hereunder and may enforce the provisions hereof against Licensee as if ARM was a party hereto.

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TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION (SLSI-201608LI008-2)

This End User License Agreement (“Agreement”) is a legal agreement concerning Licensee's use of the Software (defined hereafter) described below. The rights granted to the Software are expressly conditioned upon acceptance of these terms and conditions in this Agreement for the Purpose. The company and its employees who are using the Software ("Licensee")agree to be bound by the terms and conditions of this Agreement by using the Software, regardless of whether Licensee received the Software from Samsung Electronics Co., Ltd. ("Licensor") directly or through an authorized distributor.

Licensee agrees as follows:

1. DEFINITIONS

  1. 1.1

    "Software" means the specific software products, MALI-T628DDK in object code form, and all related documentation provided to Licensee.

  2. 1.2

    "Purpose" means use of the Software solely for the purpose of developing or executing applications which are targeted for use on an integrated circuit manufactured by or for Licensor that incorporates a GPU Core (MALI-T628).

  3. 1.3

    "ARM" means ARM Limited, whose registered office is situated at 110 Fulbourn Road, Cambridge CB1 9NJ, England, and its affiliates.

2. LICENSE

  1. 2.1

    Licensor hereby grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable, restricted right to use the Software in object code form only solely for the Purpose during the Term.

  2. 2.2

    Licensee hereby agrees to comply with the additional following obligations:

    1. 2.2.1 The Software should be used solely for the Purpose.
    2. 2.2.2 Licensee will not transfer, assign, lease, lend or rent the Software or documentation, use them to provide service bureau, time-sharing or other services, or otherwise provide or make the functionality thereof available to third parties except as expressly authorized in this Agreement.
    3. 2.2.3 Licensee will not disassemble, decompile, reverse engineer, modify, adapt, alter or create derivative works of the Software or documentation nor permit any third party to do so.
    4. 2.2.4 Licensee will not delete or in any manner alter the copyright, trademark or other proprietary rights notices appearing on the Software or documentation as delivered or distributed by Licensor. Licensee will reproduce such notices on all copies Licensee is authorized to make of the Software.

3. WARRANTIES AND LIMITATION OF LIABILITY

  1. 3.1

    No Warranty. Licensor expressly disclaims any representation or warranty that the Software will meet Licensee's requirements, that the Software will operate in combination with any other equipment, devices, software or systems, or that the operation of the Software will be error-free or uninterrupted. The Software is provided "AS IS" and “WITH ALL FAULTS.” LICENSORDISCLAIMS ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY OR COMPLETENESS OF RESULTS, CONFORMANCE WITH DESCRIPTION, AND NON-INFRINGEMENT. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS AND REPRESENTATIONS ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE. NO INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AGENTS, EMPLOYEES, OR REPRESENTATIVES, WHETHER ORAL OR WRITTEN, SHALL CREATE ANY REPRESENTATION OR WARRANTY. LICENSEE'SUSE OF THE SOFTWARE AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFTWARE IS AT LICENSEE'S OWN DISCRETION AND RISK AND LICENSEEISSOLELY RESPONSIBLE FOR ANY DAMAGE TO LICENSEE'SCOMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

  2. 3.2

    Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL LICENSORBE LIABLE TO LICENSEE FOR ANY DIRECT, SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS, REVENUE, GOODWILL, ANTICIPATED SAVINGS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF THIS AGREEMENT, WHETHER BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), FAILURE OF A REMEDY TO ACCOMPLISH ITS PURPOSE, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

4. TERMINATION

  1. 4.1

    Termination. This Agreement and the licenses and rights granted herein shall be effective from the first use of the Software by Licensee until twenty-four (24) months thereafter (“Term”).Each party may terminate this Agreement by giving prior written notice to the other party. Upon termination Licensee shall cease to use the Software and delete all Software and documentation. Licensor will have the right to terminate this Agreement immediately if Licensee: asserts any claim against Licensor and its licensees or customers alleging that the Software infringes or misappropriates any of Licensee's intellectual property rights. Each party will have the right to terminate this Agreement if the other becomes insolvent or makes an assignment for the benefit of creditors, or a trustee or receiver is appointed for such other party or for a substantial part of its assets, or bankruptcy, reorganization or insolvency proceedings shall be instituted by or against such other party. Termination of this Agreement immediately terminates all licenses and rights granted hereunder.

  2. 4.2

    Effect of Termination. Upon termination or expiration of this Agreement, all Software licenses and rights to use confidential information that are granted there under shall terminate. Upon termination of this Agreement or expiration of the Term, Licensee will, at Licensor's sole discretion, promptly return to Licensor or destroy the applicable Software and confidential information and all copies and portions thereof, in all forms and types of media.

  3. 4.3

    Survival. Sections 1, 2.2, 3, 4 and 5 will survive the termination or expiration of this Agreement.

5. GENERAL

  1. 5.1

    Confidentiality. Licensee acknowledges and agrees that the Software was developed at considerable time and expense and contains valuable trade secrets and confidential information. Accordingly, Licensee agree to maintain the Software in confidence and except as expressly provided in Section 2.1 (Grant of License), Licensee(i) will not disclose or provide access thereto to any person, or (ii) use the Software for any purpose not expressly authorized hereby, or permit or authorize any other person to do so. The restriction herein shall not apply to the extent that such information is in the public domain or hereafter falls into the public domain through no fault of Licensee. Any combination of Licensor trade secrets and information that forms part of the Software shall not be deemed to be public merely because individual parts of the Software are in the public domain. Licensee acknowledges that violations of the confidentiality obligations herein may cause Licensor irreparable injury for which an adequate remedy at law may not be available. Therefore, Licensor shall be entitled to seek all remedies that may be available under equity, including immediate injunctive relief, in addition to whatever remedies may be available at law.

  2. 5.2

    Indemnification. To the extent permitted by law, Licensee agrees to indemnify, defend and hold harmless Licensor, its affiliates, directors, officers, and employees (each a "Licensor Indemnified Party") from any and all claims, losses, liabilities, damages, expenses and costs (including without limitation attorneys fees and court costs) incurred by a Licensor Indemnified Party as a result of: (i) Licensee's breach of this Agreement; or (ii) any claims that the distribution, make, sale, offer for sale, use or importation of Licensee's product (excluding the Software as provided by Licensor) infringes or misappropriates any third party intellectual property or proprietary rights.

  3. 5.3

    Export Control. Licensee agrees to comply fully with all relevant export laws and regulations, including but not limited to those of the United States and the Member States of the European Union. These laws include restrictions on destinations, end-users and end use. Licensee will ensure that neither the Software, nor any direct product thereof are: (a) exported or re-exported directly or indirectly in violation of applicable export laws; or (b) used for any purposes prohibited by applicable export laws, including but not limited to nuclear, chemical, or biological weapons proliferation. Licensee will, at Licensor's request, demonstrate compliance with all such applicable export laws, restrictions, and regulations.

  4. 5.4

    Assignment. Licensee may not assign this Agreement, in whole or in part, by operation of law or otherwise. Any attempt to assign this Agreement will be void and no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's permitted successors and assigns.

  5. 5.5

    Governing Law and Jurisdiction. This Agreement, including all matters of construction, validity, and performance, shall be governed by and construed and enforced in accordance with the laws of the Republic of Korea (without giving effect to any conflict of law rule that would cause the laws of another jurisdiction to be applied). Any and all disputes between Licensor and Licensee in connection with or arising out of this Agreement, which the parties are unable to resolve between themselves, shall be finally settled by arbitration. The arbitration shall be held in Seoul, Korea in accordance with the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrator(s) appointed in accordance with the said rules. The arbitration award rendered by the arbitrator(s) shall be final and binding upon the parties.

  6. 5.6

    Nonexclusive Remedy. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.

  7. 5.7

    Force Majeure. Neither party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, terrorism, riot, natural disasters or governmental action.

  8. 5.8

    Entire Agreement; Modification; Interpretation. This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter. Failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of this Agreement will be effective only if in writing and signed by Licensee and an authorized representative of Licensor. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.

  9. 5.9

    U.S. Government End Users. The Software is a "commercial item" as defined in FAR 2.101. Government software and technical data rights in the Software include only those rights customarily provided to the public as defined in this Agreement. This customary license in technical data and software is provided in accordance with FAR 12.211 (Technical Data) and 12.212 (Computer Software) and, for Department of Defense purchases, DFAR 252.227-7015 (Technical Data -- Commercial Items) and 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). Accordingly, all U.S. Government End Users acquire Software with only those rights set forth herein.

  10. 5.10

    Third Party Beneficiary. Licensee hereby acknowledges and agrees that ARM is a third-party beneficiary to this Agreement and that ARM is entitled to the rights and benefits hereunder and may enforce the provisions hereof against Licensee as if ARM was a party hereto.

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