Accept License Agreement
PLEASE READ CAREFULLY BEFORE DOWNLOADING AND/OR USING ANY SOFTWARE TOOLS FROM THIS WEBSITE:
This license agreement (”License") is a legal agreement between you (acting in your individual capacity or on behalf of a legal entity) (”Licensee" or ”you") and XMOS LIMITED Company No. 05494985 of 9th Floor, 107 Cheapside, London, EC2V 6DN (“XMOS”, ”Licensor, us" or ”we") for:
Version [TOOLS VERSION] but excluding any Open Source Software and Underlying Technology (both defined below) which shall be licensed on a separate basis (”Tools"); and
all electronic or online documents which refer to or relate to the Tools (”Documents").
We license use of the Tools and Documents to you on the basis of this License, on a free of charge basis. We do not sell the Tools or Documents to you. We remain the owners of the Tools and Documents at all times.
DEVICES: The Tools are designed for use with the xCORE architecture produced by XMOS.
COMMUNITY FORUM: xCore.com.
OPERATING SYSTEM REQUIREMENTS: These Tools work with the following operating systems:
XP SP3 (32-Bit requires 32-bit JRE)
Vista SP2 (32/64-Bit requires 32-bit JRE)
Win7 SP1 (32/64-Bit requires 32-bit JRE)
Win8.1 (32/64-Bit requires 32-bit JRE)
OSX 10.6 (Intel)
OSX 10.7 (Intel)
OSX 10.8 (Intel)
OSX 10.9 (Intel)
Centos 5.8 (32-Bit requires 32-bit JRE)
Ubuntu 12.04 LTS (32-Bit requires 32-bit JRE)
Centos 5.8 (64-Bit requires 64-bit JRE)
Ubuntu 12.04 LTS (64-Bit requires 64-bit JRE)
OPEN SOURCE SOFTWARE: The software set out at Annex 1.
USER: Shall mean you, who shall register on the XMOS website and receive a User Name.
USER NAME: a valid and unique identifier for each User registered on the XMOS website (www.xmos.com).
UNDERLYING TECHNOLOGY: The Tools contain a GNU toolchain with a GCC source branch, which is targeted at Embedded ARM Processors, namely Cortex-R/Cortex-M processor families, covering Cortex-R4, Cortex- R5, Cortex-MO, Cortex-M4 and Cortex-MO+ and which is made available pursuant to a series of license agreements set out at https://launchpad.net/gcc-arm-embedded/+download. If you download the Tools, you agree to comply with the terms of the license for the Underlying Technology at https://launchpad.net/gcc-arm-embedded/+download.
IMPORTANT NOTICE TO ALL USERS:
YOU WILL SELECT A USER NAME WHEN YOU REGISTER ON THE XMOS WEBSITE AT WWW.XMOS.COM. YOU WILL NOT BE ABLE TO CONTRIBUTE TO THE COMMUNITY FORUM UNLESS YOU HAVE A VALID USER NAME. YOU ARE NOT OBLIGED TO USE THE COMMUNITY FORUM AND CAN USE THE TOOLS REGARDLESS OF WHETHER YOU USE THE COMMUNITY FORUM.
BY DOWNLOADING THE TOOLS AND/OR USING THE TOOLS AND/OR CONFIRMING YOUR ACCEPTANCE OF THIS AGREEMENT YOU AGREE TO THE TERMS OF THIS LICENSE, WHICH WILL BIND YOU AND IF APPLICABLE YOUR EMPLOYEES. THE TERMS OF THIS LICENSE INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN SECTION AND SECTION .
IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, WE WILL NOT LICENSE THE TOOLS AND DOCUMENTS TO YOU AND YOU MUST NOT DOWNLOAD OR USE THE TOOLS OR DOCUMENTATION.
WE RECOMMEND THAT YOU PRINT A COPY OF THIS LICENSE FOR FUTURE REFERENCE.
Grant and scope of license
- In consideration of you agreeing to be bound by the terms of this Agreement, we hereby grant to you a non-exclusive, royalty free, non-transferable license to use the Tools and the Documents worldwide solely in conjunction with the Devices,on the terms of this License.
- You may:
- download, install and use the Tools for your personal purposes (if you are a consumer) or your internal business purposes (if you are a business) only for your sole use only;
- not transfer the Tools to other users or third parties;
- transfer the Tools from one computer to another provided the transfer is solely for your use as above;
- provided you comply with the provisions in condition , make copies of the Tools for back-up purposes only and provided the back up copies are for your personal purposes or your internal business purposes; and
- use any Documents in support of the use permitted under this condition and make copies of the Documents as are reasonably necessary for your lawful use of the Tools provided this shall at all times be for your use (if you are a consumer) or your internal business purposes (if you are a business).
- We may release free software updates from time to time to enrich your experience of using the Tools and to ensure the Tools operate efficiently and as designed. To receive these free software updates the Tools will require occasional access to the internet.
- The objective of making available the Tools, is to enable users of the Tools to contribute and support each other’s use of the Tools in conjunction with the Devices. Making Contributions (as defined below) is optional and not compulsory. You can still use the Tools even if you have not made and/or do not intend to make any Contributions to the Community Forum. “Contributions” shall mean any support for the Tools, changes, updates, bug fixes, amendments, alterations or additions to the Tools or derivative works created from the Tools.
- If you elect to share Contributions with the Community Forum, you grant to XMOS and any users of the Community Forum a non exclusive, royalty free, non transferable, perpetual, worldwide license to use, amend, distribute, create derivative works, publish and make available your Contributions solely in conjunction with the Devices and/or the Community Forum.
- Except as expressly set out in this License or as permitted by any local law, you undertake:
- not to copy the Tools or Documents except where such copying is incidental to normal use of the Tools, or where it is necessary for the purpose of back-up or operational security;
- not to sublicense, transfer or make available in any manner or means the Tools to any third party (whether as part of your products or on a standalone basis) without the prior written consent of XMOS;
- not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Tools nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Tools with another software program and/or Devices, and provided that the information obtained by you during such activities:
- is used only for the purpose of achieving inter-operability of the Tools with another software program and/or the Devices; and
- is not disclosed or communicated to any third party including the Community Forum; and
- is not used to create any software or tools which are substantially similar to the Tools;
- to include the XMOS copyright notice on all entire and partial copies you make of the Tools on any medium and refer to this License in such copies; and
- not to use the Tools via any communications network or by means of remote access save as is strictly necessary in accordance with condition and condition .
Intellectual property rights
- You acknowledge that all intellectual property rights in the Tools and the Documents anywhere in the world belong to XMOS. You acknowledge that all intellectual property rights in the Open Source Software and Underlying Technology shall be owned by the licensors or owners of such software and technology, subject to the terms herein. All rights in the Tools are licensed (not sold) to you, and you have no rights in, or to, the Tools or the Documents other than the right to use them in accordance with the terms of this License.
- For the avoidance of doubt, XMOS shall have no obligation to provide support for the Tools, the Open Source Software or the Underlying Technology, however the objective of the Community Forum is to encourage users of the Community Forum to support each other’s use of the Tools.
- The Tools are provided "AS IS" without any warranty of any kind. For the avoidance of doubt, if you elect to make any Contributions available to the Community Forum, these Contributions are provided by you on an “AS IS” basis, without any warranty of any kind to the Community Forum.
- XMOS AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY/ SATISFACTORY 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.
Limitation of 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 THE TOOLS (OR ANY PART THEREOF), 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 ANY FEES PAID BY YOU FOR THE TOOLS OR THE SUM OF £100 STERLING (WHICHEVER SHALL BE THE LESSER).
- 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 TOOLS, ANY DEVELOPMENT OF THE TOOLS OR DERIVATIVES CREATED FROM THE TOOLS WHICH FOR THE AVOIDANCE OF DOUBT SHALL INCLUDE ANY CLAIMS, LAWSUITS, ATTORNEY FEES, COSTS OR OTHER LIABILITIES XMOS SHALL INCUR AS A RESULT OF YOUR FAILURE TO COMPLY WITH THE LICENSE TERMS RELATING TO THE OPEN SOURCE SOFTWARE AND/OR UNDERLYING TECHNOLOGY.
- We shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the License for:
- loss of profits, sales, business, or revenue;
- business interruption;
- loss of anticipated savings;
- loss or corruption of data or information;
- loss of business opportunity, goodwill or reputation; or
- any indirect or consequential loss or damage.
- Nothing in this License shall limit or exclude our liability for:
- death or personal injury resulting from our negligence;
- fraud or fraudulent misrepresentation;
- any other liability that cannot be excluded or limited by English law.
- This License sets out the full extent of our obligations and liabilities in respect of the supply of the Tools and Documents. Except as expressly stated in this License, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Tools and Documents which might otherwise be implied into, or incorporated in, this License whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
Communications between us
- If you are a consumer, if you wish to contact us in writing, or if any condition in this License requires you to give us notice in writing, you can send this to us by e-mail to Xmos at the address above or to firstname.lastname@example.org. We will confirm receipt of this by contacting you in writing, normally by e-mail.
- If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order for the Tools.
- If you are a business customer, please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent to the correct valid email address, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee and that notification of receipt of the email has been obtained by you.
Events outside our control
- We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this License that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in condition .
- An ”Event Outside Our Control" means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks, lack of Contributions or poor quality of the Contributions to the Community Forum.
- If an Event Outside Our Control takes place that affects the performance of our obligations under this License:
- our obligations under this License will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
- we will use our reasonable endeavours to find a solution by which our obligations under this License may be performed despite the Event Outside Our Control.
High Risk Activities
The Tools are not designed or intended for use in conjunction with high risk, critical applications or technology and 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 Tools (or derived works from the use of the Tools) 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 Tools in connection with High Risk Activities.
- We may terminate this License:
- immediately by written notice to you if you commit a material or persistent breach of this License. If such material or persistent breach is capable of remedy, we shall give you 7 days written notice requiring you to remedy such breach and in the event such breach fails to be remedied to our satisfaction, we may terminate this License immediately;
- on providing you no less than 30 days notice.
- Upon termination of this License for any reason
- all rights granted to you under this License shall cease;
- you must immediately cease all activities authorised by this License; and
- you must immediately delete or remove the Software from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Tools and Documents then in your possession, custody or control and, in the case of destruction, certify to us that you have complied with the above.
Other important terms
- We may transfer our rights and obligations under this License to another organisation, but this will not affect your rights or our obligations under this License.
- You may only transfer your rights or your obligations under this License to another person if we agree in writing.
- If you are a business customer, this License and any document expressly referred to in it constitute the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us, which is not set out in this License or any document expressly referred to in it.
- If we fail to insist that you perform any of your obligations under this License, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
- Each of the conditions of this License operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
- This License, its subject matter and its formation, are governed by English law. XMOS and you both agree that the courts of England and Wales will have exclusive jurisdiction.
Annex 1 - Open Source Software
Further details can be found at: https://www.xmos.com/support/downloads/development-tools-source