Acquisition of ARM Holdings plc. by SoftBank Group Corp.
We are pleased to inform you that on 5 September 2016, SoftBank Group Corp. acquired ARM Holdings Plc. ARM will continue to operate as an independent business within the SoftBank group.
Any current agreements between ARM Ltd (or other ARM group companies, as applicable) you / your company remain in effect as between the parties, and the parties will continue to be bound by and perform the obligations in such agreements. If you have any queries please direct these to ARMSoftbank-Notifications@arm.com.
WEARABLE REFERENCE DESIGN DOCUMENTATION LICENSE AGREEMENT
THIS WEARABLE REFERENCE DESIGN DOCUMENTATION LICENSE AGREEMENT (THE “AGREEMENT”) IS A LEGALLY-BINDING AGREEMENT FOR THE USE OF THE WEARABLE REFERENCE DESIGN DOCUMENTATION BETWEEN ARM LIMITED ("ARM") AND EITHER A SINGLE INDIVIDUAL OR SINGLE LEGAL ENTITY (“SIGNATORY ENTITY”), INCLUDING EACH SUBSIDIARY OF SUCH SIGNATORY ENTITY, AS APPLICABLE, ON WHOSE BEHALF YOU ARE LEGALLY AUTHORIZED TO SIGN. AS USED HEREIN “YOU” SHALL MEAN SUCH SINGLE INDIVIDUAL OR SINGLE ENTITY (INCLUDING SUBSIDIARIES OF SUCH SINGLE ENTITY). ARM IS ONLY WILLING TO LICENSE THE WEARABLE REFERENCE DESIGN DOCUMENTATION TO YOU ON CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS AGREEMENT. BY CLICKING “I AGREE” OR OTHERWISE USING OR COPYING THE WEARABLE REFERENCE DESIGN DOCUMENTATION, YOU EXPRESSLY AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT DOWNLOAD, USE OR COPY THE WEARABLE REFERENCE DESIGN DOCUMENTATION.I accept, take me to the resources »
1.1 “Affiliate” means any person, partnership, joint venture, corporation or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that directly or indirectly, control, are controlled by, or are under common control with You.
1.2 “ARM Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. ARM Confidential Information includes: (a) information relating to our or our affiliates’ or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between You and us or our affiliates. ARM Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to You, without confidentiality requirement, at the time of Your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by You without reference to the ARM Confidential Information.
1.3 “Documentation” means the wearable reference design files listed at https://www.mbed.com/en/technologies/applications/wearables/licence/annex/, which may be updated by us from time to time.
1.4 “Feedback” shall mean all suggestions, comments, feedback, ideas, or know-how (whether in oral or written form), relating to the Documentation, mbed products, mbed Device Services, or ARM Confidential Information that You provided us.
1.5 “Intellectual Property” means any patents, patent rights, trademarks, service marks, registered designs, topography or semiconductor mask work rights, applications for any of the foregoing, copyright, unregistered design right and any other similar protected rights in any country and to the extent recognised by any relevant jurisdiction as intellectual property, trade secrets, know-how and confidential information.
1.6 “mbed Client” means a software library that provides the needed communication support to interoperate with mbed Device Services. mbed Client includes, but is not limited to, mbed TLS, CoAP, HTTP, LWM2M and C++APIs.
1.8 “mbed Device Services” means hosted services that ARM, in its sole discretion, may offer in the future for an additional fee and under a separate license.
1.9 “mbed OS” means the mbed operating system.
1.10 "mbed SDK” means (i) mbed OS, which includes mbed Client; (ii) build tools; (iii) development and test scripts.
1.11 “mbed TLS” means a software library developed by ARM providing secure network connections and cryptographic functionality, which implements the standardized SSL/TLS/DTLS protocols for securing network connections. In addition, the library contains a number of other modules for providing cryptographic algorithms, certificate handling and more.
1.12 “Modifications” means any and all modifications, enhancements or revisions to the Documentation made by You or any third party authorized by You.
1.13 “Subsidiary” means any company the majority of whose voting shares is now or hereafter owned or controlled, directly or indirectly, by a party hereto. A company shall be a Subsidiary only for the period during which such control exists.
1.14 “Term” means the period commencing on the date that You accept the terms and conditions of this Agreement (the “Agreement Effective Date”), by clicking on the “I AGREE” button and continuing up through and including the date that this Agreement is terminated by ARM or You.
1.16 “Third Party Software” means the software authored by a third party as indicated in the relevant file or directory.
1.17 “Your Product” means (i) a device containing an ARM processor which is specifically designed to execute, in whole or in part, any version of mbed OS; (ii) subject to Clause 2.2 of this Agreement, Your proprietary software development kit incorporating, in whole or in part, mbed OS and permitted modifications thereto created by You, provided such software development kit shall be used to develop software code that runs on an ARM processor; and/or (iii) a software or service that interoperates with mbed Device Services. For the avoidance of doubt, Your Product may run on operating systems in addition to mbed OS.
2. ARM License Grant & Restrictions
2.1 Subject to the terms and conditions herein, ARM hereby grants to You, a royalty free, non-transferable, non-exclusive, non-sublicensable, world-wide licence for the Term to use, copy, modify the Documentation for the purposes of designing and having designed, manufacturing and having manufactured, selling and having sold Your Product, and to distribute and have distributed the Documentation incorporated in whole or in part Your documentation for Your Product.
2.2 You may only exercise the license granted in Clause 2.1, provided that You meet the following conditions:
(i) You shall reproduce and not remove or obscure any notice in the Documentation.
2.3 Except as expressly licensed in Clause 2.1, You acquire no right, title or interest in the Documentation or any Intellectual Property therein. In no event shall the licenses granted in Clause 2.1 be construed as granting You expressly or by implication, estoppel or otherwise, licenses to any ARM technology other than the Documentation.
2.4 Any termination of this Agreement in accordance with the provisions of Clause 7.2 shall be effective in respect of the Signatory Entity and all Your Subsidiaries. Any rights granted to any Subsidiary hereunder shall automatically terminate upon such Subsidiary ceasing to be a Subsidiary. In the event that any Subsidiary of Yours is in breach of any of the terms of this Agreement, the Signatory Entity shall hold harmless and indemnify ARM against all and any loss, liability, costs, damages, expenses (including the reasonable fees of lawyers and other professionals) suffered, as a result of or in connection with such breach.
2.5 mbed SDK
(i) ARM makes mbed SDK available on www.github.com and/or on mbed Developer Website, which is subject to a separate license agreement.
2.6 Third Party Software and Dependencies
(i) Third Party Software, including but not limited to open source software, freeware, or commercial software may be required. Third Party Software is subject to the terms of the license(s) accompanying or otherwise applicable to that Third Party Software and is not covered under the terms and conditions of the Agreement. Unless otherwise explicitly stated, the terms of the Third Party Software licenses apply to the Third Party Software independent of the terms of the Agreement.
(ii) It is Your responsibility to ensure that You have proper permission to use Third Party Software.
(iii) The Third Party Software is provided “AS IS” and ARM expressly disclaims all representations, warranties, conditions or other terms, express or implied, including without limitation the implied warranties of non-infringement, satisfactory quality, and fitness for a particular purpose. You acknowledge and agree that ARM shall have no liability to You from any claims resulting from Your use of the Third Party Software.
3. Your License Grant & Restrictions
3.1 You hereby grant to ARM a royalty free, sub-licensable, non-exclusive, perpetual, world-wide and irrevocable licence to the Modifications, to reproduce and distribute, transmit, publicly perform and display, create derivative works of, and to make, use and sell products that are based on, that include, or that are derivative works of the Modifications (and derivative works thereof).
3.2 You hereby grant to ARM and its Subsidiaries, under all of Your and Your Affiliates’ (as applicable) Intellectual Property, a perpetual, irrevocable, royalty free, non-exclusive, worldwide license to; (i) use, reproduce, prepare derivative works of, publicly display, publicly perform and distribute the Feedback; (ii) make, have made, use, offer to sell, sell, import, or otherwise distribute the Feedback; (iii) design, have designed, made, have made, use, import, sell, offer to sell, and otherwise distribute and dispose of products that incorporate the Feedback; and (iv) sublicense (together with the rights to further sublicense) the rights granted in this Clause 3.2 subpart (i) to subpart (iii) to any third party.
3.3 Feedback shall not be treated as Your confidential information by ARM and ARM shall be free to use, copy, disclose or otherwise distribute any Feedback to any third party or pursuant to any of the licences granted in Clause 3.2 without obligation or restriction of any kind.
4.1 You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (i) Your use of the Documentation (including any use by Your employees and personnel); (ii) breach of this Agreement or violation of applicable law by You; (iii) Your Product, including any claim involving alleged infringement or misappropriation of third-party rights by Your Product or by the use, development, design, production, advertising or marketing of Your Product; or (iv) a dispute between You and any end user of Your Product. If we or our affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process described above, You will also reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at our then-current hourly rates.
4.2 We will promptly notify You of any claim subject to Clause 4.1, but our failure to promptly notify You will only affect Your obligations under Clause 4.1 to the extent that our failure prejudices Your ability to defend the claim. You may: (a) use counsel of Your own choosing (subject to our written consent) to defend against any claim; and (b) settle the claim as You deem appropriate, provided that You obtain our prior written consent before entering into any settlement. We may also assume control of the defense and settlement of the claim at any time.
5 Warranties and Disclaimer
5.2 THE DOCUMENTATION IS PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, ARM AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
6 Limitation of Liability
6.1 IN NO EVENT SHALL ARM BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER SUCH DAMAGES ARE ALLEGED AS A RESULT OF TORTIOUS CONDUCT OR BREACH OF CONTRACT OR OTHERWISE EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH DAMAGES SHALL INCLUDE BUT SHALL NOT BE LIMITED TO THE COST OF REMOVAL AND REINSTALLATION OF GOODS, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OR USE OF DATA, INTERRUPTION OF BUSINESS OR OTHER ECONOMIC LOSS BUT NOTHING IN THIS CLAUSE SHALL OPERATE TO EXCLUDE LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM NEGLIGENCE.
6.2 The provisions of this Clause 6 allocate the risks under this Agreement between ARM and You, and ARM’s pricing reflects this allocation of risk and the limitation of liability specified herein.
7.1 This Agreement shall continue in force for the Term until the earlier of termination in accordance with the provisions of Clause 7.2.
7.2 If You wish to terminate this Agreement, You may simply discontinue using the Documentation. We may terminate this Agreement for any reason by providing You 30 days advance notice. Either party may also terminate this Agreement for cause upon 30 days advance notice to the other party if there is any material default or breach of this Agreement by the other party, unless the defaulting party has cured the material default or breach within the 30 day notice period.
8 Effect of Termination
8.1 Upon termination of the Agreement, without prejudice to any other right or remedy which may be available to either party:
(i) the licenses granted to ARM shall survive;
(ii) the licences granted to You shall cease, except with respect to the Documentation contained in Your Product that has been designed and completed prior to termination of this Agreement (the “Surviving Documentation Right”); and
(iii) subject to sub-clause (ii) above, You will immediately discontinue any use or distribution of all Documentation and ARM Confidential Information and any products embodying such technology or information. You shall either destroy or return to ARM any ARM Confidential Information, including any copies or derivatives (including any translation, modification, compilation, abridgement or other form in which the Documentation has been recast, transformed or adapted) thereof in Your possession. Upon request from ARM, You shall furnish to ARM a certificate signed by Your duly authorised representative, that to the best of his or her knowledge, information and belief, after due enquiry, You have complied with provisions of this Clause 8.1(iii).
8.2 The provisions of Clauses 1, 2 (solely with respect to the Surviving Documentation Right), 3, 4, 5, 6, 8 and 9 shall survive termination of the Agreement.
Confidentiality and Publicity
9.1 You may use ARM Confidential information only in connection with Your use of the Documentation as permitted under this Agreement. You will not disclose ARM Confidential Information during the Term or at any time following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of ARM Confidential Information, including, at a minimum, those measures You take to protect Your own confidential information of a similar nature. You will not misrepresent the relationship between us and You (including by expressing or implying that we support, sponsor, endorse, or contribute to You or Your business endeavors), or express or imply any relationship or affiliation between us and You or any other person or entity except as expressly permitted by this Agreement.
9.2 To You. We may provide any notice to You under this Agreement by posting a notice on the mbed Developer Website, which will be effective upon posting.
To Us. To give us notice under this Agreement, You must (i) email to email@example.com; or (ii) by personal delivery, overnight courier or registered or certified mail to ARM Limited, 110 Fulbourn Road, Cambridge, CB1 9NJ. We may update the email address or address for notices to us by posting a notice on the mbed Developer Website. Notices provided by personal delivery will be effective immediately. Notices provided by email transmission or overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective three business days after they are sent.
Language. All communications and notices to be made or given pursuant to this Agreement must be in the English language.
9.3 You will not assign this Agreement, or delegate or sublicense any of Your rights under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Clause 9.3 will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
9.4 ARM and You are independent parties. Neither company nor their employees, consultants, contractors or agents are agents, employees or joint venturers of the other party, nor do they have the authority to bind the other party by contract or otherwise to any obligation. Neither party will represent to the contrary, either expressly, implicitly, by appearance or otherwise.
9.5 Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of the right to enforce, in the future, that or any other provision of this Agreement.
9.6 This Agreement, including all Appendices and Annexes, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter. No amendment to or modification of this Agreement shall be binding unless in writing and signed by a duly Authorized representative of both parties. Nothing contained in any purchase order shall modify or add any terms and conditions to this Agreement.
9.7 The provisions contained in each clause and sub-clause of this Agreement shall be enforceable independently of each of the others and if a provision of this Agreement is, or becomes, illegal, invalid or deemed unenforceable by any court or administrative body of competent jurisdiction it shall not affect the legality, validity or enforceability of any other provisions of this Agreement. If any of these provisions is so held to be illegal, invalid or unenforceable but would be legal, valid or enforceable if some part of the provision were deleted, the provision in question will apply with such modification as may be necessary to make it legal, valid or enforceable.
9.8 ARM Confidential Information and deliverables provided under this Agreement are subject to U.K., European Union, and U.S. export control laws, including the U.S. Export Administration Act and its associated regulations (hereafter collectively referred to as “Export Regulations”). You agree to comply fully with all such Export Regulations and You agree that You shall not, either directly or indirectly, export in breach of the Export Regulations, any ARM technology, ARM Confidential Information and deliverables, nor any direct products thereof (i) to any country, company or person subject to export restrictions or sanctions under the Export Regulations; or (ii) for any prohibited end use, which at the time of export requires an export license or other governmental approval, without first obtaining such license or approval.
9.9 The validity, construction and performance of this Agreement shall be governed by the laws of England. the Contracts (Rights of Third Parties) Act 1999 and any legislation amending or replacing that Act shall not apply in relation to this Agreement or any agreement, arrangement, understanding, liability or obligation arising under or in connection with this Agreement and nothing in this Agreement shall confer on any third party the right to enforce any provision of this Agreement.
9.10 You shall keep such records and books of account to demonstrate compliance with Your obligations under this Agreement. You agree that, upon (30) days’ prior written notice, ARM or its agent shall have the right to conduct up to one (1) audit in any twelve (12) month period of Your relevant books and records.