1 End User License Agreement for Software related to Hisilicon HiKey960 Board 2 3 THIS END USER LICENSE AGREEMENT (AGREEMENT) IS A LEGAL AGREEMENT BETWEEN 4 YOU (EITHER A SINGLE INDIVIDUAL, OR SINGLE LEGAL ENTITY) AND HISILICON 5 TECHNOLOGIES CO., LTD. ("HISILICON") FOR THE USE OF THE SOFTWARE ACCOMPANYING 6 THIS AGREEMENT. HISILICON IS ONLY WILLING TOLICENSETHE SOFTWARE TO YOU ON 7 CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS AGREEMENT. BY CLICKING I 8 AGREE OR BY INSTALLING OR OTHERWISE USING OR COPYING THE SOFTWARE YOU 9 INDICATE THAT YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF 10 YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, HISILICON IS UNWILLING 11 TOLICENSETHE SOFTWARE TO YOU AND YOU MAY NOT INSTALL, USE OR COPY THE 12 SOFTWARE, AND YOU SHALL PROMPTLY DESTROY, DELETE, OR RETURN THE SOFTWARE TO 13 YOUR SUPPLIER. 14 15 SOFTWARE means the software in object code provided under the terms of this Agreement related 16 to Hisilicon HiKey960 Board. 17 18 1. GRANT OF LICENSE 19 In consideration of your agreement to abide by the following terms, and subject to the terms and conditions of 20 this Agreement, HISILICON hereby grants YOU, a non-transferable, non-exclusive, royalty-free, revocable, 21 worldwide copyright license (without the right to sublicense) to use and copy the SOFTWARE solely for the 22 purpose of designing or developing applications for use in conjunction with Hisilicon HiKey960 Board. 23 All rights to the SOFTWARE and all intellectual property rights contained therein shall remain the sole and 24 exclusive property of HISILICON. The SOFTWARE islicensednot sold. Except as expressly licensed in 25 Clause 1, in no event shall the license granted in this Clause 1 be construed as granting YOU expressly or by 26 implication, estoppels or otherwise, licenses to any intellectual property rights, including but not limited to 27 patent rights, copyrights, trademark or trade secret in the SOFTWARE. 28 No right is granted to YOU under this Agreement to manufacture, have manufactured, or sell, supply or 29 distribute any products which have taken into use or which embody any of the SOFTWARE or any of the 30 intellectual property rights embodied therein. 31 32 2. RESTRICTIONS 33 This Agreement does not prevent YOU from using the SOFTWARE for internal benchmarking purposes. 34 However, YOU shall treat any and all benchmarking data relating to the SOFTWARE, and any other results of 35 your use or testing of the SOFTWARE which are indicative of its performance, efficacy, reliability or quality, 36 as confidential information and YOU shall not disclose such information to any third party without the express 37 written permission of HISILICON. 38 39 YOU shall reproduce and not remove or obscure any notice incorporated by HISILICON in the SOFTWARE to 40 protect HISILICONs intellectual property rights embodied therein. 41 YOU shall not decompile, disassemble, or reverse engineer the SOFTWARE. 42 43 3. FEEDBACK 44 YOU may choose to provide suggestions, comments, feedback, ideas, modifications or know-how (whether in 45 oral or written form) relating to the use of the SOFTWARE ("Feedback") to HISILICON under the terms of this 46 Agreement. YOU hereby grants to HISILICON and its affiliates, under all of your and your affiliates (as applicable) 47 intellectual property rights, a perpetual, irrevocable, royalty free, non-exclusive, worldwide license 48 to (i) use, copy and modify the Feedback; (ii) sell, supply, or otherwise distribute the Feedback; (iii) design, 49 have designed, manufacture, have manufactured, use, import, sell, and otherwise distribute and dispose of 50 products that incorporate the Feedback; and (iv) sublicense (together with the rights to further sublicense) the 51 rights granted in this paragraph to any third party. 52 53 4. NO WARRANTY 54 YOU AGREE THAT THE SOFTWARE IS PROVIDED BY HISILICON ON AN "AS IS" BASIS. 55 HISILICON MAKES NO WARRANTY, EXPRESSED OR IMPLIED OR STATUTORY, WITH RESPECT 56 TO ANY OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES 57 OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR 58 NON-INFRINGEMENT. 59 YOU EXPRESSLY ASSUME ALL LIABILITIES AND RISKS, FOR USE OR OPERATION OF THE 60 SOFTWARE, INCLUDING WITHOUT LIMITATION, SOFTWARE APPLICATIONS DESIGNED OR 61 INTENDED FOR MISSION CRITICAL APPLICATIONS, SUCH AS PACEMAKERS, WEAPONRY, 62 AIRCRAFT NAVIGATION, FACTORY CONTROL SYSTEMS, ETC. SHOULD THE SOFTWARE 63 PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, 64 REPAIR OR CORRECTION. 65 66 5. NO LIABILITY 67 PLEASE READ THE INSTRUCTIONS COMPLETELY, AND PLEASE NOTE THAT YOU SHOULD USE 68 THE SOFTWARE AT YOUR OWN RISK. 69 IN NO EVENT SHALL HISILICON BE LIABLE FOR ANY DIRECT OR INDIRECT, SPECIAL, 70 INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, 71 PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR 72 BUSINESS INTERRUPTION) ARISING IN ANY WAY OUT OF THE USE OF OR INABILITY TO USE 73 THE SOFTWARE, HOWEVER CAUSED AND WHETHER UNDER THEORY OF CONTRACT, TORT 74 (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL THEORY, EVEN IF HISILICON 75 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EVEN IF THE SOFTWARE HAS 76 ANY MATERIAL, VERIFIABLE, AND REPRODUCIBLE PROGRAM ERRORS, HISILICON SHALL 77 HAVE NO LIABILITY TO MODIFY SUCH ERRORS. 78 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE 79 MAXIMUM LIABILITY OF HISILICON TO YOU IN AGGREGATE FOR ALL CLAIMS MADE AGAINST 80 HISILICON IN CONTRACT TORT OR OTHERWISE UNDER OR IN CONNECTION WITH THE 81 SUBJECT MATTER OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL OF SUMS 82 RECEIVED BY HISILICON FROM YOU FOR THIS AGREEMENT. THE EXISTENCE OF MORE 83 THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THE LIMIT. 84 85 6. CONFIDENTIALITY 86 YOU acknowledge and agree that the SOFTWARE and any benchmarking data and related information 87 provided under this Agreement contain trade secrets and confidential material of HISILICON and YOU agree 88 to maintain all such information in confidence and apply security measures no less stringent than the measures 89 which YOU apply to protect your own like information, but not less than a reasonable degree of care, to prevent 90 their unauthorized disclosure and use. The period of confidentiality shall be indefinite. YOU agree not to use 91 any such information other than in normal use of the SOFTWARE under the license granted in this Agreement. 92 93 7. TERM AND TERMINATION 94 This Agreement shall remain in force until terminated. HISILICON may terminate this Agreement at any time 95 with or without any cause. Upon termination of this Agreement, YOU shall immediately stop using the 96 SOFTWARE and confidential information and destroy all copies of the SOFTWARE and confidential 97 information in your possession, together with all documentation and related materials. The provisions 98 of clauses 3, 4, 5, 6, 7 and 8 shall survive termination of this Agreement. 99 100 8. GENERAL 101 Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall be ineffective to 102 the extent of such prohibition or unenforceability without affecting, impairing or invalidating the remaining 103 provisions hereof. 104 The failure by HISILICON to enforce any of the provisions of this Agreement, unless waived in writing, 105 shall not constitute a waiver of HISILICON's rights to enforce such provision or any other provision of 106 this Agreement in the future. 107 At HISILICONs request, YOU agree to check your computers for installations of the SOFTWARE and any 108 other information requested by HISILICON relating to SOFTWARE installation and to provide this 109 information to HISILICON. YOU agree that employees or auditors nominated by HISILICON may also 110 perform such checking and reporting on behalf of HISILICON by prior appointment during your normal 111 business hours on seven (7) days notice. HISILICON shall bear the auditors costs for that audit unless it 112 reveals unlicensed usage in which case YOU shall promptly reimburse HISILICON for all reasonable costs and 113 expenses, including professional fees, relating to such audit. 114 The SOFTWARE provided under this Agreement is subject to U.S. export control laws, including the 115 U.S. Export Administration Act and its associated regulations, and may be subject to export or import 116 regulations in other countries. YOU agree to comply fully with all laws and regulations of the United 117 States and other countries ("Export Laws") to assure that the SOFTWARE, is not (1) exported, directly 118 or indirectly, in violation of Export Laws, either to any countries that are subject to U.S.A. export 119 restrictions or to any end user who has been prohibited from participating in the U.S.A. export 120 transactions by any federal agency of the U.S.A. government; or (2) intended to be used for any 121 purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological 122 weapons proliferation. 123 This Agreement shall be governed by and construed in accordance with the laws of Peoples Republic of China, 124 without reference to the principles of conflicts of laws. Any dispute arising out of or relating to this Agreement 125 shall be submitted to Shenzhen Longgang District Peoples court and parties waive all objections to that 126 jurisdiction and venue. 127
