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*TOSA Specification License ("License")*

This Licence is a legal agreement between you and Arm Limited (“Arm”) for the use of Arm’s intellectual property (including, without limitation, any copyright) embodied in the relevant TOSA Specification accompanying this Licence (“Specification”). Arm licenses its intellectual property in the Specification to you on condition that you agree to the terms of this Licence. By using or copying the Specification you indicate that you agree to be bound by the terms of this Licence.

“Subsidiary” means any company the majority of whose voting shares is now or hereafter owner or controlled, directly or indirectly, by you. A company shall be a Subsidiary only for the period during which such control exists.

This Specification is NON-CONFIDENTIAL and any use by you and your Subsidiaries (“Licensee”) is subject to the terms of this Licence between you and Arm.

Subject to the terms and conditions of this Licence, Arm hereby grants to Licensee under the intellectual property in the Specification owned or controlled by Arm, a perpetual, a non-exclusive, non-transferable, non-sub-licensable, royalty-free, worldwide licence to:

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. use and copy the Specification solely for the purpose of designing and having designed products that fully complies with the Specification;
. manufacture and have manufactured products which have been created under the licence granted in (i) above; and
. sell, supply and distribute products which have been created under the licence granted in (i) above.

Licensee hereby agrees that the licenses granted above are conditional on implementing the Specification in products in its entirety and shall not extend to any portion or function of a product that is not itself fully compliant with the Specification.

Except as expressly licensed above, Licensee acquires no right, title or interest in any Arm technology or any intellectual property embodied therein.

Your access to the information in the Specification is conditional upon your acceptance that you will not use or permit others to use the information for the purposes of determining whether implementations infringe any third party patents.

THE SPECIFICATION IS PROVIDED “AS IS”. ARM PROVIDES NO REPRESENTATIONS AND NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SPECIFICATION. Arm may make changes to the Specification at any time and without notice. For the avoidance of doubt, Arm makes no representation with respect to, and has undertaken no analysis to identify or understand the scope and content of, third party patents, copyrights, trade secrets, or other rights.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LICENCE, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ARM BE LIABLE FOR ANY DAMAGES, IN CONTRACT, TORT OR OTHERWISE, IN CONNECTION WITH THE SUBJECT MATTER OF THIS LICENCE (INCLUDING WITHOUT LIMITATION: (I) LICENSEE’S USE OF THE SPECIFICATION; AND (II) THE IMPLEMENTATION OF THE SPECIFICATION IN ANY PRODUCT CREATED BY LICENSEE UNDER THIS LICENCE). THE EXISTENCE OF MORE THAN ONE CLAIM OR SUIT WILL NOT ENLARGE OR EXTEND THE LIMIT. LICENSEE RELEASES ARM FROM ALL OBLIGATIONS, LIABILITY, CLAIMS OR DEMANDS IN EXCESS OF THIS LIMITATION.

This Licence shall remain in force until terminated by Licensee or by Arm. Without prejudice to any of its other rights, if Licensee is in breach of any of the terms and conditions of this Licence then Arm may terminate this Licence immediately upon giving written notice to Licensee. Licensee may terminate this Licence at any time. Upon termination of this Licence by Licensee or by Arm, Licensee shall stop using the Specification and destroy all copies of the Specification in its possession. Upon termination of this Licence, all terms shall survive except for the licence grants.

Any breach of this Licence by a Subsidiary shall entitle Arm to terminate this Licence as if you were the party in breach. Any termination of this Licence shall be effective in respect of all Subsidiaries. Any rights granted to any Subsidiary hereunder shall automatically terminate upon such Subsidiary ceasing to be a Subsidiary.

The Specification consists solely of commercial items. Licensee shall be responsible for ensuring that any use, duplication or disclosure of the Specification complies fully with any relevant export laws and regulations to assure that the Specification or any portion thereof is not exported, directly or indirectly, in violation of such export laws.

This Licence may be translated into other languages for convenience, and Licensee agrees that if there is any conflict between the English version of this Licence and any translation, the terms of the English version of this Licence shall prevail.

The Arm corporate logo and words marked with ® or ™ are registered trademarks or trademarks of Arm Limited (or its subsidiaries) in the US and/or elsewhere. All rights reserved.  Other brands and names mentioned in this Specification may be the trademarks of their respective owners. No licence, express, implied or otherwise, is granted to Licensee under this Licence, to use the Arm trade marks in connection with the Specification or any products based thereon. Visit Arm’s website at https://www.arm.com/company/policies/trademarks for more information about Arm’s trademarks.

The validity, construction and performance of this Licence shall be governed by English Law.

Copyright © 2020-2023 Arm Limited (or its affiliates). All rights reserved.

Arm Limited. Company 02557590 registered in England.
110 Fulbourn Road, Cambridge, England CB1 9NJ.

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