Terms & Conditions
MICROSEMI SOC CORP. ARM CORTEX M-1END USER LICENSE AGREEMENT (THE “AGREEMENT”)PLEASE READ THIS DOCUMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE INTELLECTUAL PROPERTY TO BE PROVIDED TO YOU BY MICROSEMI SOC CORP. (“MICROSEMI SOC”) HEREUNDER, AS IT CONTAINS THE TERMS AND CONDITIONS BY WHICH MICROSEMI SOC OFFERS TO LICENSE AN OBFUSCATED AND ENCRYPTED NETLIST OF THE ARM LIMITED CORTEX M-1 INTELLECTUAL PROPERTY (“IP”) TO YOU. DOWNLOADING, INSTALLING OR USING THE IP INDICATES THAT YOU ACCEPT AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND WILL ABIDE BY THEM. IF YOU DO NOT AGREE WITH THE FOLLOWING TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL OR USE THE IP.1. LICENSE GRANT1.1 Upon your acceptance of the terms and conditions of this Agreement, Microsemi SOC hereby grants you a limited, non-exclusive and non-transferable license, without the right to sublicense, the right to (A) create only a necessary number of copies of the IP for the sole and exclusive purpose of instantiating or uploading the IP into an Approved Product (defined below); and (B) distribute the Approved Product, once instantiated with the IP to your distributors, end users and customers. For purposes of this Agreement, an “Approved Product” shall only be considered either the RTG4 or PolarFire family product groups of Microsemi SoC. 1.2 The license granted by Microsemi SOC herein is granted solely to you and not, by implication or otherwise, to any of your affiliates or any third party.2.RESERVATIONS OF RIGHTS AND OWNERSHIPThis Agreement is not a sale of any rights in the IP and your license confers no title or ownership to the IP. Microsemi SOC and/or ARM Limited (“ARM”) retain all title, copyright and other intellectual property rights in the IP and any copy made by you, shall remain the property of ARM. Unauthorized copying or failure to comply with the terms of this Agreement will result in automatic termination of this Agreement. Microsemi SOC and/or ARM reserves all rights not expressly granted to you in this Agreement. Microsemi SOC does not grant you any license in respect of the IP for any purpose other than for the use set out in Section 1.1 hereof in order to implement the IP into an Approved Product and not for any other purpose.3.RESTRICTIONSYou may not modify or alter the IP in any way. You may not: (1) adapt, translate, decompile, reverse engineer, or disassemble the IP, or any part thereof or attempt to reconstruct, identify or discover any source code, underlying ideas, or underlying user interface techniques or algorithms of the IP by any means whatsoever, or disclose any of the foregoing (“Restricted Activity(ies)”); or (2) allow, instruct, request, or otherwise direct any third party to assist you in a Restricted Activity. If a jurisdiction in which you access the IP gives you a specific mandatory right under statute, or law, to undertake or request to have undertaken any of the foregoing Restricted Activities set forth in this Section, regardless of this license restriction and the other obligations set forth in this Agreement, then you must first immediately notify Microsemi SOC, in writing, prior to you, or a third party at your direction, undertaking any of the foregoing Restricted Activities for the purpose permitted by such statute or law, and Microsemi SOC may, in its discretion, undertake the Restricted Activity(ies) on your behalf or agree to negotiate terms and conditions with you on such use of the IP to ensure that Microsemi SOC’s and/or ARM’s proprietary rights are protected. Your failure to strictly comply with any provision of Section 1 or your use of the IP in violation of this Section 3 shall be considered a material breach of this Agreement, allowing Microsemi SOC to terminate this Agreement in accordance with Section 9 hereof. Except as required to instantiate or upload the IP into the Approved Products purchased from Microsemi SOC, you may not make any copies of the IP.4.DISCLAIMER OF WARRANTYMICROSEMI SOC MAKES NO EXPRESS, IMPLIED, OR STATUTORY WARRANTIES ON THE IP, AND MICROSEMI SOC SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE. MICROSEMI SOC DOES NOT WARRANT THAT THE OPERATION OF THE IP WILL BE UNINTERUPPTED, ERROR FREE OR WILL MEET YOUR REQUIREMENTS OR THAT THE IP WILL OPERATE IN ANY HARDWARE OR SOFTWARE COMBINATIONS.IF AN IMPLIED WARRANTY OR CONDITION IS CREATED BY YOUR STATE/JURISDICTION AND FEDERAL OR STATE/PROVINCIAL LAW PROHIBITS DISCLAIMER OF IT, YOU HAVE AN IMPLIED WARRANTY OR CONDITION, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE FIRST THIRTY (30) DAYS OF YOUR DOWNLOAD AND INSTALLATION OF THE IP. AS TO ANY DEFECTS DISCOVERED AFTER THE THIRTY-DAY (30-DAY) PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND.5.LIMITATION OF LIABILITYTO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MICROSEMI SOC BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST REVENUES, LOST DATA, EQUIPMENT DOWNTIME, COSTS OF PROCUREMENT OF SUBSTITUTION GOODS, TECHNOLOGY OR SERVICES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE IP OR USE OR INABILITY TO USE THE IP, EVEN IF MICROSEMI SOC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6.THIRD PARTY IP The IP licensed under this Agreement is entirely derived from ARM material (and/or material licensed to ARM) under license to Microsemi SOC. ARM may enforce the provisions of this Agreement against you to the extent its materials are affected. Any limitations of liabilities described in the Agreement also apply to ARM. Microsemi SOC and ARM’s limitations of liabilities are not cumulative. ARM is an intended beneficiary of this Section.7.AUDIT RIGHTSYou agree to allow Microsemi SOC, or an independent third party at Microsemi SOC’s sole option and prior notice to you, to examine your records to verify your compliance with the terms of this Agreement. If the audit reveals a breach of this Agreement, Microsemi SOC reserves the right to terminate this Agreement and/or recover all underpaid amounts and attorney’s fees and costs (including, but not limited to the costs of the audit set forth under this Section) incurred in connection with such audit.8.CONFIDENTIAL INFORMATIONYou acknowledge and agree that the IP and the terms of this Agreement contain highly confidential and proprietary information of Microsemi SOC and/or ARM (“Information”). Accordingly, you shall not use Information other than pursuant to and in accordance with the exercise of the licenses granted under this Agreement; you shall maintain in confidence the Information disclosed hereunder and apply security measures thereto no less stringent than the measures that you would use to protect your own confidential and proprietary information, but not less than a reasonable degree of care, to prevent unauthorized disclosure and use of the same, and you will not disclose Information to any third party. You will not attempt to reverse engineer, decompile or otherwise attempt to derive the source code of the IP or the Information, if applicable. The period of confidentiality shall be indefinite with respect to the Information. Any use or attempted use of the Information in violation of the foregoing restrictions is a material breach of this Agreement that will cause irreparable harm to Microsemi SOC and/or ARM entitling the same to obtain injunctive relief in addition to all legal remedies. If in the event that you disclose, intentionally or otherwise, any Information provided to you hereunder, you shall immediately contact Microsemi SOC and use best efforts to retrieve any such Information so disclosed. 9.TERMINATIONThis Agreement is effective until terminated. You may terminate this Agreement at any time by returning all copies of IP to Microsemi SOC or ARM, at Microsemi SOC’s direction. This Agreement will terminate immediately without notice from Microsemi SOC if you fail to comply with any provision of this Agreement. Microsemi may terminate this agreement for any reason or no reason at all by providing you thirty (30) days’ prior written notice. Either party may terminate this agreement immediately by providing notice should any IP become, or in either party's opinion be likely to become, the subject of a claim of infringement of any intellectual property right. Microsemi SOC’s third party licensors may protect their rights in the IP in the event of any infringement claims. Notwithstanding anything to the contrary contained herein, if in the event that ARM terminates its agreement with Microsemi SOC regarding the IP, this Agreement shall automatically terminate, without Microsemi SOC incurring any liability to you. Upon termination for any reasons, you must return all copies of IP and any Information to Microsemi SOC and/or ARM, as directed by Microsemi SOC. Upon any termination of this Agreement, you shall refrain from any further use of the IP and Information.10.EXPORT REGULATIONSThe IP, media, and related technical data delivered under this Agreement, if any, are subject to US export control laws, including the United States Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. You may use the IP outside the United States only if you take reasonable precautions to protect the copyrights and trade secrets in the IP in the foreign country in which the IP is used. In addition, before taking any copy of the IP, in whole or in part, outside the United States, or providing the IP to a foreign national, you will first comply with all requirements of the U.S. office of Export Administration and other appropriate governmental authorities of the United States.11. U.S. GOVERNMENT END USERSThis IP is provided with RESTRICTED RIGHTS. The IP is delivered either as a “Commercial computer software” or as a “Commercial item” or “Restricted computer software” pursuant to the applicable Federal Acquisition Regulation (“FAR”) and agency-specific supplemental regulations. As such, use, duplication, disclosure, modification, or adaptation of the IP shall be subject to the restrictions set forth in this Agreement, and the additional restrictions set forth in FAR 52.227-19, Commercial Computer Software – Restricted Rights or DFARS 252.227-7013, Rights in Technical Data and Computer Software.12. INDEMNITYYou agree to defend and indemnify Microsemi SOC and ARM from and against any damages, costs, liabilities, settlement amounts and/or expenses (including attorneys' and other professionals’ fees) incurred in connection with any claim, lawsuit or action by any third party that arises or results from the use or distribution of any and all programs, hardware, and/or IP in violation of this Agreement or any breach of this Agreement by you.13.ASSIGNMENTYou may not assign this Agreement or transfer or delegate any rights, benefits or obligations hereunder.14. GOVERNING LAW; JURISDICTIONThis Agreement shall be governed by and interpreted in accordance with the laws of the State of California, USA, without regard to its conflicts of law provisions. The parties hereto hereby irrevocably consent to the exclusive personal jurisdiction and venue of the state courts of the State of California for Orange County or the United States District Court for the Central District of California for any action relating to the subject matter of this Agreement. The parties specifically disclaim the applicability of the United Nations Convention on Contracts for the International Sale of Goods in regards to this Agreement.15. ATTORNEYS’ FEES.In addition to any other relief awarded, the prevailing party in any action arising out of this Agreement will be entitled to its reasonable attorneys’ fees and costs.16. NON WAIVER; SEVERABILITYFailure or delay by Microsemi SOC or ARM, where applicable hereunder, in enforcing any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. If any provision of this Agreement is held to be unenforceable, this Agreement will remain in effect with the provision omitted, unless omission would frustrate the intent of the parties, in which case this Agreement will immediately terminate.17. ENTIRE AGREEMENTThis Agreement is the entire agreement between you and Microsemi SOC relating to its subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals, representations and warranties and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or other communication between the parties relating to its subject matter during the term of this Agreement. No modification of this Agreement will be binding, unless in writing and signed by an authorized representative of each party.18. NOTICESPlease direct all notices and inquiries regarding the IP and this Agreement in writing to: Microsemi SOC Corp., with offices located at 3870 North First Street San Jose, California 95138 USA, with a copy to Microsemi, 1 Enterprise Aliso Viejo, CA 92656, Attn: General Counsel.

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