End User License Agreement for Software related to Hisilicon HiKey960 Board

THIS END USER LICENSE AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT
BETWEEN YOU (EITHER A SINGLE INDIVIDUAL, OR SINGLE LEGAL ENTITY) AND
HISILICON TECHNOLOGIES CO., LTD. ("HISILICON") FOR THE USE OF THE
SOFTWARE ACCOMPANYING THIS AGREEMENT. HISILICON IS ONLY WILLING TO
LICENSE THE SOFTWARE TO YOU ON CONDITION THAT YOU ACCEPT ALL OF THE
TERMS IN THIS AGREEMENT. BY CLICKING “I AGREE” OR BY INSTALLING OR
OTHERWISE USING OR COPYING THE SOFTWARE YOU INDICATE THAT YOU AGREE TO
BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO
THE TERMS OF THIS AGREEMENT, HISILICON IS UNWILLING TO LICENSE THE
SOFTWARE TO YOU AND YOU MAY NOT INSTALL, USE OR COPY THE SOFTWARE, AND
YOU SHALL PROMPTLY DESTROY, DELETE, OR RETURN THE SOFTWARE TO YOUR
SUPPLIER.


“SOFTWARE” means the software in object code provided under the terms
of this Agreement related to Hisilicon HiKey960 Board.


1. GRANT OF LICENSE

In consideration of your agreement to abide by the following terms,
and subject to the terms and conditions of this Agreement, HISILICON
hereby grants YOU, a non-transferable, non-exclusive, royalty-free,
revocable, worldwide copyright license (without the right to
sublicense) to use and copy the SOFTWARE solely for the purpose of
designing or developing applications for use in conjunction with
Hisilicon HiKey960 Board.

All rights to the SOFTWARE and all intellectual property rights
contained therein shall remain the sole and exclusive property of
HISILICON. The SOFTWARE is licensed not sold. Except as expressly
licensed in Clause 1, in no event shall the license granted in this
Clause 1 be construed as granting YOU expressly or by implication,
estoppels or otherwise, licenses to any intellectual property rights,
including but not limited to patent rights, copyrights, trademark or
trade secret in the SOFTWARE.

No right is granted to YOU under this Agreement to manufacture, have
manufactured, or sell, supply or distribute any products which have
taken into use or which embody any of the SOFTWARE or any of the
intellectual property rights embodied therein.


2. RESTRICTIONS

This Agreement does not prevent YOU from using the SOFTWARE for
internal benchmarking purposes. However, YOU shall treat any and all
benchmarking data relating to the SOFTWARE, and any other results of
your use or testing of the SOFTWARE which are indicative of its
performance, efficacy, reliability or quality, as confidential
information and YOU shall not disclose such information to any third
party without the express written permission of HISILICON.

YOU shall reproduce and not remove or obscure any notice incorporated
by HISILICON in the SOFTWARE to protect HISILICON’s intellectual
property rights embodied therein.

YOU shall not decompile, disassemble, or reverse engineer the SOFTWARE.


3. FEEDBACK

YOU may choose to provide suggestions, comments, feedback, ideas,
modifications or know-how (whether in oral or written form) relating
to the use of the SOFTWARE ("Feedback") to HISILICON under the terms
of this Agreement. YOU hereby grants to HISILICON and its affiliates,
under all of your and your affiliates’ (as applicable) intellectual
property rights, a perpetual, irrevocable, royalty free,
non-exclusive, worldwide license to (i) use, copy and modify the
Feedback; (ii) sell, supply, or otherwise distribute the Feedback;
(iii) design, have designed, manufacture, have manufactured, use,
import, 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 paragraph to
any third party.


4. NO WARRANTY

YOU AGREE THAT THE SOFTWARE IS PROVIDED BY HISILICON ON AN "AS IS"
BASIS. HISILICON MAKES NO WARRANTY, EXPRESSED OR IMPLIED OR STATUTORY,
WITH RESPECT TO ANY OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION, ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS
FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

YOU EXPRESSLY ASSUME ALL LIABILITIES AND RISKS, FOR USE OR OPERATION
OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION, SOFTWARE APPLICATIONS
DESIGNED OR INTENDED FOR MISSION CRITICAL APPLICATIONS, SUCH AS
PACEMAKERS, WEAPONRY, AIRCRAFT NAVIGATION, FACTORY CONTROL SYSTEMS,
ETC. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST
OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.


5. NO LIABILITY

PLEASE READ THE INSTRUCTIONS COMPLETELY, AND PLEASE NOTE THAT YOU
SHOULD USE THE SOFTWARE AT YOUR OWN RISK.

IN NO EVENT SHALL HISILICON BE LIABLE FOR ANY DIRECT OR INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT
LIMITATION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE,
DATA, OR PROFITS; OR BUSINESS INTERRUPTION) ARISING IN ANY WAY OUT OF
THE USE OF OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED AND
WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
LIABILITY OR OTHER LEGAL THEORY, EVEN IF HISILICON HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGE. EVEN IF THE SOFTWARE HAS ANY MATERIAL,
VERIFIABLE, AND REPRODUCIBLE PROGRAM ERRORS, HISILICON SHALL HAVE NO
LIABILITY TO MODIFY SUCH ERRORS.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT,
THE MAXIMUM LIABILITY OF HISILICON TO YOU IN AGGREGATE FOR ALL CLAIMS
MADE AGAINST HISILICON IN CONTRACT TORT OR OTHERWISE UNDER OR IN
CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT SHALL NOT EXCEED
THE TOTAL OF SUMS RECEIVED BY HISILICON FROM YOU FOR THIS AGREEMENT.
THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THE
LIMIT.


6. CONFIDENTIALITY

YOU acknowledge and agree that the SOFTWARE and any benchmarking data
and related information provided under this Agreement contain trade
secrets and confidential material of HISILICON and YOU agree to
maintain all such information in confidence and apply security
measures no less stringent than the measures which YOU apply to
protect your own like information, but not less than a reasonable
degree of care, to prevent their unauthorized disclosure and use. The
period of confidentiality shall be indefinite. YOU agree not to use
any such information other than in normal use of the SOFTWARE under
the license granted in this Agreement.


7. TERM AND TERMINATION

This Agreement shall remain in force until terminated. HISILICON may
terminate this Agreement at any time with or without any cause. Upon
termination of this Agreement, YOU shall immediately stop using the
SOFTWARE and confidential information and destroy all copies of the
SOFTWARE and confidential information in your possession, together
with all documentation and related materials. The provisions of
clauses 3, 4, 5, 6, 7 and 8 shall survive termination of this
Agreement.


8. GENERAL

Any provision of this Agreement which is prohibited or unenforceable
in any jurisdiction shall be ineffective to the extent of such
prohibition or unenforceability without affecting, impairing or
invalidating the remaining provisions hereof.

The failure by HISILICON to enforce any of the provisions of this
Agreement, unless waived in writing, shall not constitute a waiver of
HISILICON's rights to enforce such provision or any other provision of
this Agreement in the future.

At HISILICON’s request, YOU agree to check your computers for
installations of the SOFTWARE and any other information requested by
HISILICON relating to SOFTWARE installation and to provide this
information to HISILICON. YOU agree that employees or auditors
nominated by HISILICON may also perform such checking and reporting on
behalf of HISILICON by prior appointment during your normal business
hours on seven (7) days’ notice. HISILICON shall bear the auditors’
costs for that audit unless it reveals unlicensed usage in which case
YOU shall promptly reimburse HISILICON for all reasonable costs and
expenses, including professional fees, relating to such audit.

The SOFTWARE provided under this Agreement is subject to U.S. export
control laws, including the U.S. Export Administration Act and its
associated regulations, and may be subject to export or import
regulations in other countries. YOU agree to comply fully with all
laws and regulations of the United States and other countries ("Export
Laws") to assure that the SOFTWARE, is not (1) exported, directly or
indirectly, in violation of Export Laws, either to any countries that
are subject to U.S.A. export restrictions or to any end user who has
been prohibited from participating in the U.S.A. export transactions
by any federal agency of the U.S.A. government; or (2) intended to be
used for any purpose prohibited by Export Laws, including, without
limitation, nuclear, chemical, or biological weapons proliferation.

This Agreement shall be governed by and construed in accordance with
the laws of People’s Republic of China, without reference to the
principles of conflicts of laws. Any dispute arising out of or
relating to this Agreement shall be submitted to Shenzhen Longgang
District People’s court and parties waive all objections to that
jurisdiction and venue.


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Copyright (C) 2017 Hisilicon Technologies Co., Ltd. All rights reserved.