XTC Tools license agreement

Version 15.x – January 2023

BY ACCESSING, USING, INSTALLING OR DOWNLOADING THE XMOS XTC TOOLS, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS. IF YOU DO NOT AGREE TO THESE, DO NOT ATTEMPT TO DOWNLOAD, ACCESS, OR USE THE XTC TOOLS.

WE RECOMMEND THAT YOU PRINT A COPY OF THIS LICENCE FOR FUTURE REFERENCE.

Parties

This Licence agreement (”Licence”) is a legal agreement between you (acting in your individual capacity or on behalf of a legal entity) (”Licensee” or ”you”) and XMOS LIMITED, Company No. 05494985 of 9th Floor, 107 Cheapside, London, EC2V 6DN (“XMOS”, ”Licensor”, “us” or ”we”).

If you are entering into this Agreement on behalf of another legal entity such as a company, partnership, university, college etc. (for example, as an employee, student, or consultant), you warrant that you have authority to bind that entity.

1. Definitions

“Licence” means this Software Licence and any schedules or annexes to it.

“Applicable Patent Rights” means: (a) where XMOS is the grantor of the rights, (i) claims of patents that are now or in future owned by or assigned to XMOS and (ii) that cover subject matter contained in the Software, but only to the extent it is necessary to use, reproduce or distribute the Software without infringement; and (b) where you are the grantor of the rights, (i) claims of patents that are now or in future owned by or assigned to you and (ii) that cover the subject matter contained in your Derivatives, taken alone or in combination with the Software.

“XTC Tools” means the package of software tools, documentation, runtime libraries and board support software.

“XMOS Tools” means the software tools and documentation included in the XTC Tools package but excluding any Open-Source Software (defined below) which shall be Licenced on a separate basis

“XMOS Hardware and Devices” means any XMOS hardware or devices supplied by XMOS from time to time and/or the XMOS devices detailed in any schedules or annexes to this Software Licence.

“XMOS Documents” means all electronic or online documents which refer to or relate to the XTC Tools including error corrections, improvements, modifications, and updates.

“Open-Source Software” or “OSS” means software components that are Licenced under a Licence approved by the Open-Source Initiative or similar open source or freeware Licence and which are included in, embedded, utilized by, provided or distributed with the XTC Tools.

“Redistributable Components” means the example code, library files, header files and other XMOS Tools or components thereof owned by XMOS which you are permitted to include with your software and redistribute or sub-licence within your software to third parties.

“Your Software” means any software owned or licenced by you which is supported by or developed using XTC Tools.

The headings in this Licence do not affect its interpretation. Save where the context otherwise requires, references to clauses and schedules are to clauses and schedules of this Licence.

Unless the context otherwise requires:

references to XMOS and the Customer include their permitted successors and assigns;
references to statutory provisions include those statutory provisions as amended or re-enacted; and
references to any gender include all genders.

Words in the singular include the plural and, in the plural, include the singular.

2. Licence

XMOS grants you a non-exclusive, royalty free, non-transferable, Licence to use the XMOS Tools with, or for the purpose of being used with, XMOS Hardware and Devices.

Use of the XTC Tools is permitted for the purpose of:

building, developing, analysing, and optimizing Your Software to run on XMOS Devices
generation of reports to test, debug and optimize Your Software
incorporating, compiling, and linking the Redistributable Components into Your Software, and reproducing and redistributing these components in object code or generated binary data as part of Your Software.

You also may:

download, install and use the XTC Tools for your personal purposes or your internal business purposes for your sole use;
not transfer the XTC Tools to other users or third parties;
transfer the XTC Tools from one computer to another provided the transfer is solely for your use as above;
provided you comply with the provisions above, make copies of the Tools for back-up purposes only and provided the back-up copies are for your personal purposes or your internal business purposes; and
use any XMOS Documents in support of the use permitted under this condition and make copies of the XMOS Documents as are reasonably necessary for your lawful use of the XTC Tools provided this shall at all times be for your or your internal business purposes.

We may release free software updates from time to time to enrich your experience of using the Tools and to ensure the Tools operate efficiently and as designed. To receive these free software updates the Tools will require occasional access to the internet.

We Licence use of the XMOS Tools to you on the basis of this Licence, on a free of charge basis. We do not sell the Tools or Documents to you. We remain the owners of the XMOS Tools at all times.

This Licence refers to XTC Tools and does not relate to any XMOS hardware or devices which are protected by intellectual property rights (including patent and trademarks) which may be sold to you under a separate agreement.

3. Open-source software

Open-source software included in the XTC Tools is not Licenced under the terms of this Agreement but is instead Licenced under the terms of the applicable open-source Licence(s). These items are listed in Appendix 1.

Open-source software must be used and dealt with in accordance with any Licence terms under which OSS is distributed. You must agree to the terms of each applicable Licence, or you cannot use XTC Tools.

4. Restrictions

Except as expressly set out in this Licence or as required by any local law, you undertake:

not to copy the XTC Tools except where such copying is incidental to normal use of the XTC Tools, or where it is necessary for the purpose of back-up or operational security;
not to sub-licence, transfer or make available in any manner or means the XTC Tools to any third party (whether as part of your products or on a standalone basis) without the prior written consent of XMOS;
not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the XTC Tools nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the XTC Tools with another software program and/or Devices, and provided that the information obtained by you during such activities.

The Licensee agrees to adhere to all applicable import and export laws and regulations of the country in which it resides and of the United States and United Kingdom, without limitation. The Licensee agrees that it is their responsibility to obtain copies of and to familiarise itself fully with these laws and regulations to avoid violation.

5. Additional Terms

You may choose to offer, and to charge a fee for, warranty, support, indemnity or liability obligations and/or other rights consistent with the term of this Licence (“Additional Terms”) to any legitimate recipients of the Your Software. The terms on which you provide such Additional Terms are on your sole responsibility and you shall indemnify, defend, and hold XMOS harmless against any claims asserted against XMOS.

6. New versions

XMOS may publish revised and/or new versions of this Licence from time to time to accommodate changes to the Licence terms, new versions, updates, and bug fixes of the XTC Tools. Each version will be given a distinguishing version number. Once XTC Tools have been published under a particular version of this Licence, you may continue to use it under the terms of that version. You may also choose to use the latest version of the Software under any subsequent version published by XMOS. Only XMOS shall have the right to modify these terms.

7. Intellectual property rights

Any rights, including all intellectual property rights and all trademarks not expressly granted herein are reserved in full by the authors or copyright holders. Any requests for additional permissions by XMOS including any rights to use XMOS trademarks, should be made (without obligation) to XMOS at marketing@xmos.com

All rights in the XTC Tools are Licenced (not sold) to you, and you have no rights in, or to, the XTC Tools or the XMOS Documents other than the right to use them in accordance with the terms of this Licence.

Nothing herein shall limit any rights that XMOS is otherwise entitled to under the doctrines of patent exhaustion, implied Licence, or legal estoppel. Neither the name of the authors, the copyright holders or any contributors may be used to endorse or promote any derivatives from the XTC Tools without specific written permission. Any attempt to deal with the XTC Tools which does not comply with this Licence shall be void and shall automatically terminate any rights granted under this licence (including any licence of any intellectual property rights granted herein).

8. No warranty or support

THE XTC TOOLS ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL XMOS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN CONTRACT, WARRANTY, CIVIL TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE INCLUDING GENERAL, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOT WITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE. IN SOME JURISDICTIONS PARTIES ARE UNABLE TO LIMIT LIABILTY IN THIS WAY, IF THIS APPLIES TO YOUR JURISDICTION THIS LIABILITY CLAUSE ABOVE MAY NOT APPLY. NOTWITHSTANDING THE ABOVE, IN NO EVENT SHALL XMOS’s TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSS OR OTHERWISE EXCEED $50 USD.

9. Liability

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, NEITHER XMOS NOR ITS LICENSORS SHALL BE LIABLE FOR ANY LOST REVENUE, PROFIT, CONTRACTS OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE XTC TOOLS (OR ANY PART THEREOF), EVEN IF XMOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL XMOS’S LIABILITY WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE EXCEED ANY FEES PAID BY YOU FOR THE XTC TOOLS OR THE SUM OF $50 USD (WHICHEVER SHALL BE THE LESSER).

YOU AGREE TO INDEMNIFY, HOLD HARMLESS, AND DEFEND XMOS AND ITS LICENSORS FROM AND AGAINST ANY CLAIMS OR LAWSUITS, INCLUDING ATTORNEYS’ FEES AND ANY OTHER LIABILITIES RELATING THERETO, THAT ARISE OR RESULT FROM YOUR USE OR DISTRIBUTION OF THE XTC TOOLS, ANY DEVELOPMENT OF THE XTC TOOLS OR DERIVATIVES CREATED FROM THE XTC TOOLS WHICH FOR THE AVOIDANCE OF DOUBT SHALL INCLUDE ANY CLAIMS, LAWSUITS, ATTORNEY FEES, COSTS OR OTHER LIABILITIES XMOS SHALL INCUR AS A RESULT OF YOUR FAILURE TO COMPLY WITH THE LICENCE TERMS RELATING TO THE OPEN SOURCE SOFTWARE.

10. Critical Applications

Unless XMOS has agreed in writing with you an agreement specifically governing use of the Goods in safety critical, military, aerospace, automotive or medically related functions (collectively and individually hereinafter referred to as “Special Use”), any permitted use of the Software excludes Special Use. Notwithstanding any agreement between XMOS and you for Special Use, Special Use shall be at your own risk, and you shall fully indemnify XMOS against any damages, losses, costs and claims (direct and indirect) arising out of any Special Use.

11. Term and Termination

Subject to clauses 11.1 and 11.2 this Licence shall remain in force until terminated by you or XMOS.

11.1. This Licence will automatically terminate immediately, without notice to you, if:

you fail to comply with the terms of this Licence; and/or
you directly or indirectly commence any action for patent or intellectual property right infringement against XMOS, or any parent, group, affiliate or subsidiary of XMOS; provided XMOS did not first commence an action or patent infringement against you in that instance; and/or
the terms of this Licence are held by any court of competent jurisdiction to be unenforceable in whole or in part.

Upon termination of this Licence for any reason

all rights granted to you under this Licence shall cease;
you must immediately cease all activities authorised by this Licence; and
you must immediately delete or remove the Software from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Tools and Documents then in your possession, custody or control and, in the case of destruction, certify to us that you have complied with the above.

11.2. Notwithstanding the foregoing, except where XMOS has terminated this Licence for your breach, your rights to distribute any of Your Software developed using XMOS XTC Tools prior to termination or expiry of this Licence shall, subject to your continued compliance to the terms and condition of this licence, survive such termination.

12. Entire agreement

This Licence and the documents annexed as appendices to this Licence or otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.

Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect

13. Assignment

We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this Licence.

The Licensee shall not assign this Licence or any of the rights granted under it without prior written consent from XMOS.

14. Governing Law and Jurisdiction.

This Licence constitutes the entire agreement between the parties with respect to the subject matter hereof. The Licence shall be governed by the laws of England and the conflict of laws and UN Convention on Contracts for the International Sale of Goods, shall not apply.

Appendix 1 – Open-Source Software

The following components of the XTC Tools have been developed under Open-Source licence agreements.

XGDB
XMake
BinUtils

Source code and applicable licences for these software items can be found at: https://www.xmos.com/software/tools/source