END USER LICENSE AGREEMENT FOR ARM AI MODEL OPTIMIZER CLI, SDK AND RELATED
SOFTWARE

THIS END USER LICENSE AGREEMENT (“LICENSE”) IS A LEGAL AGREEMENT BETWEEN YOU
(EITHER A SINGLE INDIVIDUAL OR A SINGLE LEGAL ENTITY) AND ARM LIMITED (“ARM”)
FOR THE USE OF THE ARM AI MODEL OPTIMIZER COMMAND-LINE INTERFACE AND RELATED
SOFTWARE, INCLUDING THE ASSOCIATED SOFTWARE DEVELOPMENT KIT, DISTRIBUTED BY ARM
(“SOFTWARE”). ARM IS ONLY WILLING TO LICENSE THE SOFTWARE TO YOU ON CONDITION
THAT YOU ACCEPT ALL OF THE TERMS OF THIS LICENSE. BY DOWNLOADING, INSTALLING,
COPYING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF
THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, ARM WILL NOT
LICENSE THE SOFTWARE TO YOU AND YOU MAY NOT DOWNLOAD, INSTALL, COPY OR USE THE
SOFTWARE.

The Software is distributed and sublicensed by Arm under license and may include
third-party and open-source software components that are subject to separate
license terms.

1. DEFINITIONS

“Service” means the Arm AI Model Optimizer service hosted by Arm, which provides
AI model optimization functionality and which is accessed using the Software.

“Service Terms” means the then-current Arm AI Model Optimizer Terms of Service
which must be agreed and accepted prior to use of the Service.

“Third Party Material” means any third-party or open-source software component
included in the Software and subject to separate license terms.

2. LICENSE GRANTS TO YOU

2.1 Subject to the terms and conditions of this License, Arm grants you a
non-exclusive, non-transferable, worldwide, royalty-free license to:

(i) download, install, execute and use the Software for the sole purpose of
accessing and using the Service;

(ii) make copies of the Software as reasonably necessary for installation,
backup and internal deployment; and

(iii) reproduce, cache, distribute and transmit unmodified copies of the
Software as reasonably necessary for the normal operation of a package
repository, package-management system or mirror used to facilitate access to the
Software as made available by Arm.

2.2 Any copy of the Software made or distributed pursuant to Clause 2.1 must
remain unmodified and must retain this License and all copyright, proprietary,
third-party license and attribution notices supplied with the Software.

2.3 Except as expressly provided in this License or the applicable license terms
for any Third Party Material, no license or other rights are granted in respect
of the Software or any underlying technology. No ownership of the Software or
any underlying technology is transferred to you and all rights not expressly
granted are reserved.

3. RESTRICTIONS ON USE OF THE SOFTWARE

Except to the extent that such activity is permitted by applicable law and
cannot lawfully be excluded, or is expressly permitted by the applicable license
terms for any Third Party Material:

COPYING AND REDISTRIBUTION: You shall not use, copy, reproduce or distribute the
Software except as expressly authorized in this License.

MODIFICATION: You shall not modify, adapt or create derivative works of the
Software.

REVERSE ENGINEERING: You shall not reverse engineer, decompile or disassemble
the Software.

NOTICES: You shall not remove, obscure or alter any copyright, license,
proprietary or attribution notice included with the Software.

COMMERCIAL EXPLOITATION: You shall not sell, rent, sublicense or commercially
exploit the Software as a standalone product or service, except for the
reproduction and distribution expressly permitted by Clause 2.

SECURITY AND ACCESS CONTROLS: You shall not bypass or interfere with any
authentication, security, access-control or technical restriction associated
with the Software or the Service.

4. THE SERVICE

The Software acts as a client for the Service. The AI model optimization
functionality is provided by the Service and is not contained in or licensed
under this License.

Downloading or installing the Software does not give you any right to access or
use the Service. Access to and use of the Service requires a valid Arm account
and API token and is subject to your acceptance of the Service Terms.

The Service Terms govern your access to and use of the Service, including the
submission of AI models, datasets and other content and the generation and use
of optimized models.

5. SUPPORT AND MAINTENANCE

Arm is not obligated under this License to provide any maintenance, support,
updates or corrections in respect of the Software.

6. THIRD PARTY MATERIAL

The Software may include Third Party Material. Details relating to any Third
Party Material and the applicable license, copyright and attribution notices are
provided with the Software.

Your use of Third Party Material is subject to your compliance with the
applicable third-party or open-source license terms. To the extent of any
conflict between this License and those separate license terms, the separate
license terms shall prevail in relation to the relevant Third Party Material.

Nothing in this License is intended to restrict or override any rights granted
to you under an applicable third-party or open-source license.

You shall retain any copyright, license, attribution or other notices required
by the applicable third-party or open-source license when reproducing or
distributing the relevant Third Party Material.

7. NO WARRANTIES

YOU AGREE THAT THE SOFTWARE IS LICENSED “AS IS” AND, TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, ARM AND ITS LICENSORS EXPRESSLY DISCLAIM ALL
REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER TERMS, WHETHER EXPRESS, IMPLIED
OR STATUTORY, INCLUDING WITHOUT LIMITATION AS TO SATISFACTORY QUALITY,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY,
RELIABILITY, FREEDOM FROM ERRORS AND UNINTERRUPTED OPERATION.

8. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ARM OR ITS
LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES WHETHER SUCH DAMAGES ARE ALLEGED AS A RESULT OF TORTIOUS CONDUCT
(INCLUDING NEGLIGENCE) OR BREACH OF CONTRACT OR OTHERWISE EVEN IF ARM HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LICENSE, THE MAXIMUM
LIABILITY OF ARM TO YOU IN AGGREGATE FOR ALL CLAIMS MADE AGAINST ARM IN
CONTRACT, TORT OR OTHERWISE UNDER OR IN CONNECTION WITH THE SUBJECT MATTER OF
THIS LICENSE SHALL NOT EXCEED $10.00 USD. THE EXISTENCE OF MORE THAN ONE CLAIM
WILL NOT ENLARGE OR EXTEND THE LIMIT.

Nothing in this License excludes liability for death or personal injury arising
from Arm’s negligence or fraud.

9. TERM AND TERMINATION

This License and the rights granted to you by Arm under it shall terminate
automatically if you materially breach this License.

Upon termination of this License, you shall stop using the Software and delete
all copies of the Software in your possession or control, except to the extent
that:

(i) retention occurs automatically as part of the ordinary operation of a
package repository, cache or mirror; or

(ii) you have separate rights to retain or use Third Party Material under the
applicable third-party or open-source license terms.

Termination of this License shall not terminate any rights independently granted
to you under an applicable third-party or open-source license.

Clauses 2.3, 3, 6, 7, 8, 9 and 10 shall survive termination of this License.

10. GENERAL

SEVERABILITY: If any provision of this License is held by a court of competent
jurisdiction to be invalid or unenforceable, the remaining provisions of this
License shall not be affected and shall continue in full force and effect.

EXPORT CONTROL AND SANCTIONS: The Software provided under this License may be
subject to U.K., European Union, and U.S. export control and sanctions laws and
regulations, including the U.S. Export Administration Regulations (“EAR”)
(hereafter collectively referred to as “Export Regulations”). You agree to
comply fully with all applicable Export Regulations. You shall not, either
directly or indirectly, export in breach of the Export Regulations any material
received under this License, nor any direct products thereof: (i) to any
country, company or person subject to export restrictions or sanctions under the
applicable Export Regulations without required export authorization; or (ii) for
any prohibited end use, including, without limitation, nuclear, chemical, or
biological weapons proliferation, which at the time of export requires an export
license or other governmental approval, without first obtaining such license or
approval, and without prior written consent from Arm.  Software provided under
this License is dual-use, and is not listed on the UK Military List, nor is it
subject to the International Traffic in Arms Regulations (ITAR), the 500/600
Series of the EAR or other military export control regimes.  You are prohibited
from providing or using with the Software ITAR-controlled technical data,
500/600 series-controlled technology, UK strategic military data, or any other
data that might require an export license or other export authorization, without
prior written consent from Arm. In the event that any Software provided under
this License is subject to the U.S. Federal Acquisition Regulations (“FAR”),
U.S. Department of Energy Acquisition Regulation (“DEAR”), and related
supplements including but not limited to the Defense Federal Acquisition
Regulation Supplement (“DFARS”), (hereafter collectively referred to as
“Government Regulated Software”), such Government Regulated Software shall
consist solely of dual-use export items and technology and only commercial
items. You shall be responsible for ensuring that any Government Regulated
Software provided to the US Government under the terms of this License is
provided with the rights and restrictions described elsewhere herein.

GOVERNING LAW: This License is governed by the laws of England and Wales.
