End User Licence Agreement

BY ACCESSING, USING, INSTALLING OR DOWNLOADING the XMOS Software, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS. IF YOU DO NOT AGREE TO THESE, DO NOT ATTEMPT TO DOWNLOAD, ACCESS OR USE THE XMOS Software.

1. Agreement

This is an agreement ("Agreement") between You and XMOS Limited having its registered office at 107 Cheapside, London, EC2V 6DN hereinafter referred to as "XMOS".

2. Definitions

"XMOS Software" comprises the XMOS owned development tools (which comprise all circuit designs, schematics, source code, object code and reference designs), other third party software and source code, other than Open Source Software (OSS), and any updates, new versions or modifications thereof which are subsequently supplied to or downloaded by You.

“You” refers to any of the following users of the XMOS Software: (i) an individual user; (ii) an employee using on behalf of its employer; (iii) any business user (whether company, partnership or sole trader), its affiliates and other group companies (iv) any other legal entity or body (for example a university or other educational establishment); or (v) any individual using pursuant to their relationship with any other such legal entity (for example a student).

3. Licence

XMOS grants You a personal, non-sublicenseable, non-transferable and non-exclusive licence to use the XMOS Software. When used in conjunction with hardware, the XMOS Software must only be used, or be developed only for the purpose of being used, with XMOS devices.

OSS must be used and dealt with in accordance with any licence terms under which OSS is distributed.

4. Restrictions on Use

You may not sell, lease, assign, sublicense, reverse-engineer, disassemble, or otherwise transfer the XMOS Software, in whole or in part without the prior written approval of XMOS. You agree that You will adhere to all applicable import and export laws and regulations of the country in which You reside and of the United States and United Kingdom, without limitation.. You agree it is your responsibility to obtain copies of and to familiarise yourself fully with these laws and regulations to avoid violation.

5. Warranty and Disclaimer

The XMOS Software is provided "AS IS" without a warranty of any kind. XMOS’s and its licensors' entire liability and your exclusive remedy under this warranty to be determined in XMOS's sole and absolute discretion, will be either (a) the corrections of defects in media or replacement of the media, or (b) the refund of the licence fee paid by You (if any).

Whilst XMOS gives You the ability to load your own software and applications onto XMOS devices, the security of such software and applications when on the XMOS devices is your own responsibility and any breach of security shall not be deemed a defect or failure of the hardware. XMOS shall have no liability whatsoever in relation to any costs, damages or other losses You may incur as a result of any breaches of security in relation to your software or applications.

XMOS AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY/ SATIFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID UNDER APPLICABLE LAW.

6. High Risk Activities

The XMOS Software is not designed or intended for use in conjunction with on-line control equipment in hazardous environments requiring fail-safe performance, including without limitation the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, life support machines, or weapons systems (collectively "High Risk Activities") in which the failure of the XMOS Software could lead directly to death, personal injury, or severe physical or environmental damage. XMOS and its licensors specifically disclaim any express or implied warranties relating to use of the XMOS Software in connection with High Risk Activities.

7. Liability

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, NEITHER XMOS NOR
ITS LICENSORS SHALL BE LIABLE FOR ANY LOST REVENUE, PROFIT,    CONTRACTS OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE ANY COMPONENT, EVEN IF XMOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall XMOS's liability whether in contract, tort (including negligence), or otherwise exceed the licence fee paid (if any) for the XMOS Software.

You agree to indemnify, hold harmless, and defend XMOS and its licensors from and against any claims or lawsuits, including attorneys’ fees and any other liabilities relating thereto, that arise or result from your use or distribution of the XMOS Software or any development of it.

8. Ownership

The copyrights, all other intellectual and industrial property rights for the protection of information with respect to the XMOS Software (including the methods and techniques on which they are based) are retained by XMOS and/or its licensors. Nothing in this Agreement serves to transfer such rights. Consequently, You may not sell, mortgage, underlet, sublease, sublicense, lend or transfer possession of the XMOS Software in any way whatsoever to any third party who is not bound by this Agreement.

9. Termination

You may terminate this Agreement at any time by written notice to XMOS. This Agreement will terminate immediately without notice from XMOS if You fail to comply with any provision of this Agreement. Clauses 4, 5, 6 and 7 shall survive any effective termination of this Agreement.

10. Entire Agreement

This Agreement is the entire agreement between You and XMOS relating to the XMOS Software and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to its subject matter. XMOS shall be entitled on notice to You to change the terms of this Agreement. Notice may be given by email or on the www.xmos.com website. Your continuing use of the XMOS Software or components of it after any changes to this Agreement will signify your acceptance of such changed terms.

11. Law & Jurisdiction

This licence shall be governed by and construed in accordance with English law and each party hereby submits to the non-exclusive jurisdiction of the English courts.