MBED WEBSITE TERMS AND CONDITIONS OF USE

1. INFORMATION ABOUT ARM

http://mbed.org is a site operated by ARM Limited. ARM Limited is a company registered in England and Wales with company number 2557590 (hereinafter "we/us/our" as applicable). VAT No: GB 636 9028 22. Registered Office Address 110 Fulbourn Road, Cambridge, CB1 9NJ, United Kingdom. ARM Limited is a private limited company. The ARM Group shall mean any company whose voting shares are directly or indirectly controlled by ARM Limited.

2. MBED WEBSITE TERMS OF USE

This agreement ("Website Terms and Conditions of Use") is a legal agreement between you (either a single individual, or single legal entity) and us for the use of the website under the domain name http://mbed.org and related services which are set out below (together the "Website") and which incorporate by reference; (i) the Data Use and Privacy Policy; (ii) the end user licence agreement for the ARM RealView Compilation Tools and (iii) any other terms notified to you by us in connection with any specific services which are accessed through the Website (together the "Agreement"). Any capitalised terms used herein, unless otherwise defined, shall have the same meaning as ascribed to them under the Data Use and Privacy Policy. Please read the Agreement carefully before using the Website. We are only willing to allow access to you on condition that you accept all of the terms of the Agreement. By registering an account, checking the box to indicate you agree to these terms or by otherwise using the Website you indicate that you agree to be bound by the terms of the Agreement. If you do not agree to the terms of the Agreement, we are unwilling to allow you access to the website.

3. ACCESSING THE WEBSITE

When you register an account on the Website you will be issued with a user identification code, password or any other piece of information as part of our security procedures. You must treat such information as confidential and you must not disclose it to any third party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of the Agreement or in accordance with paragraph 8 below. You are responsible for making all arrangements (including equipment and connections) necessary for you to be able to use the Website.

4. HARDWARE AND DRIVERS

The mbed Microcontroller (the "Hardware") contains interface firmware for the purpose of providing the USB interface functionality ("Firmware"). The Hardware may be sold to you or loaned under the terms of a separate loan agreement. The Firmware is licensed not sold. You may not rent, lease, sub-license, loan, translate, merge, adapt, disassemble, de-compile or reverse engineer the Firmware, nor create derivative works, vary or modify, make alterations to, or modifications of, the whole or any part of the Firmware nor permit the Firmware or any part of it to be combined with, or become incorporated in, any other programs or make available, the Firmware in any form, in whole or in part to any person without prior written consent from us.

Through the Website, we may provide access to you to download certain software drivers ("Drivers") on to your computer. The Drivers are licensed not sold. Your use of the Drivers is limited to use solely with the Hardware. You may not rent, lease, sub-license, loan, translate, merge, adapt, disassemble, de-compile or reverse engineer the Drivers, nor create derivative works, vary or modify, make alterations to, or modifications of, the whole or any part of the Drivers nor permit the Drivers or any part of it to be combined with, or become incorporated in, any other programs or make available, the Drivers in any form, in whole or in part to any person without prior written consent from us.

5. SERVICES

Through the Website, we may provide access to you to use certain hosted services or material which may include but are not limited to use of a compiler, example code, documentation, repositories and display facilities. You may only use the Website if you do so in accordance with; (i) the Agreement; and (ii) any applicable laws including but not limited to applicable export laws. You may not duplicate trade or resell the Website. Use of the Website is at your own risk. Areas of the hosted repository may be used as a collaboration platform for your projects. There are areas of the Website where you can control access. We cannot guarantee the security of such access controls. We will always be able to gain access to your access controlled area of the Website and will have control over the access controls you set. We may do this for the purpose of ensuring compliance with the Agreement and for collecting materials and data in accordance with the Data Use and Privacy Policy.

6. RULES FOR USE OF THE WEBSITE

Your use of the Website is subject to the following rules:

We do not moderate the Website, however, if it comes to our attention that, in our sole discretion, you are acting in contravention of these rules for uploading material, in any other way which is inappropriate or in a way that causes or may cause inconvenience to other users or in breach of the Agreement, we may provide warnings to you or otherwise temporarily or permanently suspend your access to the Website. We may report any illegal act to the relevant law enforcement authorities and we will co-operate with those authorities. We shall not be responsible for uses made of material that you upload to the Website by other users of the Website.

7. FEEDBACK

We would like you to provide any suggestions, comments, feedback, ideas, input or know-how you may have on improving the website ("Feedback"). You should take care to ensure that any Feedback is not confidential and does not contain any proprietary information which you do not have the right to provide to us or which you do not wish to license to us on the terms contained in this Agreement. By providing Feedback, you grant to ARM Limited and the ARM Group a perpetual, irrevocable, royalty free, non-exclusive, worldwide licence to use, copy, modify, sell, supply, or otherwise distribute and sublicense the Feedback and any patents, trade marks, service marks, registered designs, copyright, unregistered design right and any other similar protected rights therein for any purpose.

8. THE WEBSITE MAY CHANGE REGULARLY

We may update the Website regularly, and may change the content at any time. If the need arises, we may suspend access to the Website or close it indefinitely. Access is on a temporary basis only and we reserve the right to withdraw or amend the Website without notice. We will not be liable if for any reason the Website is unavailable at any time or for any period. Accordingly you should keep your own backups of any material uploaded. Any of the material on the Website may be out of date at any given time and we are under no obligation to update such material.

9. YOUR WARRANTIES AND INDEMNIFICATION OF US

WHEN YOU UPLOAD MATERIAL TO THE WEBSITE, YOU CERTIFY AND WARRANT THAT YOU HAVE THE RIGHT TO UPLOAD SUCH MATERIAL.

YOU AGREE TO HOLD HARMLESS AND INDEMNIFY US AND COMPANIES IN THE ARM GROUP FROM AND AGAINST ANY CLAIM, SUIT OR ACTION MADE BY A THIRD PARTY AGAINST YOU, US OR AN ARM GROUP COMPANY ARISING FROM OR IN ANY WAY RELATED TO YOUR VIOLATION OF THE AGREEMENT, INCLUDING ANY LIABILITY OR COSTS ARISING OUT OF CLAIMS, LOSSES, DAMAGES, JUDGMENTS AND REASONABLE ATTORNEYS' FEES.

10. OUR LIABILITY

THE WEBSITE IS PROVIDED 'AS IS' WITHOUT ANY GUARANTEES, CONDITIONS OR WARRANTIES WHATSOEVER.

TO THE EXTENT PERMITTED BY LAW, WE AND MEMBERS OF THE ARM GROUP HEREBY EXPRESSLY EXCLUDE ALL CONDITIONS, WARRANTIES AND OTHER TERMS WHICH MIGHT OTHERWISE BE IMPLIED BY STATUTE, COMMON LAW OR THE LAW OF EQUITY, AND ANY LIABILITY FOR ANY:

  1. DIRECT LOSS OR DAMAGE;
  2. INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE;
  3. LOSS OF INCOME OR REVENUE, LOSS OF BUSINESS, LOSS OF PROFITS OR CONTRACTS, LOSS OF ANTICIPATED SAVINGS OR GOODWILL;
  4. WASTED MANAGEMENT OR OFFICE TIME;
  5. LOSS OR DAMAGE TO COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL; OR
  6. OTHER LOSS OR DAMAGE OF ANY KIND, HOWEVER ARISING AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE, INCURRED BY ANY USER IN CONNECTION WITH THE WEBSITE OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR RESULTS OF THE USE OF THE WEBSITE, ANY WEBSITES LINKED TO IT AND ANY MATERIALS UPLOADED TO IT.

THIS STATEMENT DOES NOT AFFECT OUR LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM NEGLIGENCE, NOR OUR LIABILITY FOR FRAUDULENT MISREPRESENTATION OR MISREPRESENTATION AS TO A FUNDAMENTAL MATTER, NOR ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

11. TERMINATION

Either party may terminate this Agreement at any time for any reason. You may terminate this Agreement by emailing us at support@mbed.org and informing us that you wish to terminate this Agreement. This Agreement shall automatically terminate if you make a request to us under paragraph 7 of the Data Use and Privacy Policy. In the event that this Agreement is terminated, the provisions of paragraphs 9 and 10 of these Website Terms and Conditions of Use shall continue in effect and paragraph 7 of the Data Use and Privacy Policy shall apply. If you terminate this Agreement you may no longer use the Website or Services and we shall disable your user identification code or password for the Website.

12. YOUR CONCERNS

If you have any concerns about material which appears on the Website, please contact support@mbed.org.

13. ENTIRE AGREEMENT

The Agreement 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. Except in respect of changes made by us to the Agreement (to which we will make commercially reasonable efforts to bring to your attention), no amendment to or modification of the Agreement shall be binding unless in writing and signed by you or, as applicable, a duly authorised representative of both parties.

14. GOVERNING LAW

The Agreement shall be governed by and construed in accordance with English law.

(LEC-ELA-00654-V1.0)