Web Tools Agreement

BY ACCESSING, USING OR DOWNLOADING the Xmos Software, BY INSTALLING AND USING IT OR BY USING THE Xmos Hardware or Development Kit, 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 OR Xmos Hardware AND PROMPTLY RETURN ANY HARDWARE OR THE DEVELOPMENT KIT PACKAGE AND ACCOMPANYING ITEMS TO THE PLACE YOU OBTAINED THEM FROM.

1. Agreement
This is an agreement ("Agreement") between You and Xmos Limited having its registered office at Level 35, Tower 42, 25 Old Broad Street, London EC2N 1HQ hereinafter referred to as "Xmos".

2. Definitions

"Application" means any software and source code developed by you using the Xmos Development Kit or Xmos Hardware.

"Component" any component of the Xmos Development Kit, whether acquired as part of a full kit or as separate components.

"Xmos Development Kit" is made up of the Xmos Software, Xmos Hardware and Open Source Software programs (OSS).

"Xmos Hardware" comprises the board and/or chips and any updates, new versions or modifications thereof which are subsequently supplied to you.

"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 the OSS, and any updates, new versions or modifications thereof which are subsequently supplied to or downloaded by you.

"Xmos Technology" comprises the Xmos Software and the Xmos Hardware.

“You” refers to the individual, or if the individual is an employee of an entity that has purchased the right to use the Xmos Hardware or Development Kit, then the term “You” refers to such individual's employer, its affiliates and subsidiaries.

3. Licence
Xmos grants you a personal, non-sublicenseable, non-transferable and non-exclusive licence to use the Xmos Software (including the right to produce Applications). When used in conjunction with hardware, the Xmos Software must only be used with the Xmos Hardware and all Applications must only be used with Xmos Hardware or be developed only for the purpose of being used with the Xmos Hardware.

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

4. Restrictions on Use
You may not sell, lease, assign, sublicense or otherwise transfer the Xmos Software, in whole or in part without the prior written approval of Xmos. You agree that you will not export or re-export the Xmos Technology or the Xmos Development Kit or any direct products thereof or any other items which would violate any applicable export control laws and regulations, including but not limited to those of the United States or United Kingdom. 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).

The XMOS Hardware will be free from defects in materials and workmanship for a period of 12 months from date of purchase. This warranty shall not apply to any defect, failure or damage caused by improper use or improper or inadequate maintenance or care.

Whilst XMOS gives You the ability to load your own software and applications onto XMOS Hardware, the security of such software and applications when on the XMOS Hardware 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. Engineering Samples

Semiconductor components from XMOS that are marked or shipped as “Engineering Samples” (with an ES suffix in the part code) are pre-production components and have not been subjected to full production testing. They are intended for prototyping and design verification, and any known deviations from the advanced or preliminary datasheets will be indicated in a device errata supplement. Engineering sample components are ordered and shipped as non-cancellable and non-returnable products. 

7. High Risk Activities
The Components are not fault-tolerant and are not designed, manufactured 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 Components 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 Components in connection with High Risk Activities.

8. 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 Technology or the Xmos Development Kit.

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 the use or distribution of the Application.

9. Ownership
The copyrights, all other intellectual and industrial property rights for the protection of information with respect to the Xmos Technology, and the Xmos Development Kit and it (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 Technology or the Xmos Development Kit in any way whatsoever to any third party who is not bound by this Agreement.

10. 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, 7 and 8 shall survive any effective termination of this Agreement.

11. Entire Agreement
This Agreement is the entire agreement between you and Xmos relating to the Xmos Hardware and Development Kit 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 Hardware or Development Kit or components of it after any changes to this Agreement will signify your acceptance of such changed terms.

12. 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.