+ Arm Virtual Assistant Terms and Conditions of Use +
++ THE SERVICE (DEFINED BELOW) IS POWERED BY ARTIFICIAL INTELLIGENCE, AND SERVICE OUTPUT (DEFINED BELOW) IS + GENERATED + WITHOUT ANY HUMAN INTERVENTION. SERVICE OUTPUT MAY NOT BE ACCURATE AND YOUR ATTENTION IS DRAWN TO CLAUSES 6 + AND 7 BELOW + WITH REGARDS TO RELIANCE ON THE SERVICE AND SERVICE OUTPUT. +
++ PLEASE READ THESE TERMS AND CONDITIONS OF SERVICE ("TERMS") CAREFULLY. IF YOU ARE THE FIRST USER + OF + THE SERVICE ACCEPTING THESE TERMS, YOU SHALL ENSURE THAT ALL SUBSEQUENT USERS OF THE SERVICE AND SERVICE + OUTPUT ARE MADE AWARE OF THE EXISTENCE OF THESE TERMS AND THAT USE OF THE SERVICE AND SERVICE OUTPUT ARE + SUBJECT TO THESE TERMS. +
++ BY USING THE SERVICE, YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, FULLY UNDERSTAND, AND AGREE TO BE + BOUND BY THESE TERMS. +
++ IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU REPRESENT THAT YOU HAVE THE + AUTHORITY TO BIND SUCH COMPANY OR OTHER ENTITY TO THESE TERMS. THESE TERMS ARE BETWEEN YOU, OR IF ACCEPTING + ON BEHALF OF AN ENTITY, SUCH ENTITY ("YOU" OR "YOUR") AND ARM LIMITED + ("ARM", + "WE", OR "US"). ARM MAY REVISE THESE TERMS AT ANY TIME. +
+"Affiliate" means any person, partnership, joint venture, + corporation or other form of enterprise, domestic or foreign, including but not limited to subsidiaries, that + directly or indirectly, control, are controlled by, or are under common control with a party.
+"Arm Technology" means any and all, as the context permits, of + the Arm technology and other Arm products (including, without limitation, Arm software and Arm software + development tools) together with any updates thereto, which are owned by Arm and which are available for + license under and in accordance with the terms of a valid and separate license agreement(s).
+"Confidential Information" means (i) the existence of the Service and any + performance data or other information related to the Service; (ii) the + Service Input; (iii) the Service Output; and (iv) these Terms.
+"Feedback" means Arm Technology Feedback and Service Feedback. +
+"Intellectual Property" means any patents, patent + applications, trade marks, service marks, registered designs, applications for any of the foregoing, + copyright, unregistered design right and any other similar protected rights in any country to the extent + recognised by any relevant jurisdiction as intellectual property, trade secrets and know-how.
+"Model" means the large language model used by the Service to + generate Service Output in response to Service Input.
+"Service" means the Arm Virtual Assistant service which is a chatbot that (i) is an + artificial intelligence system that uses the Model + with Retrieval Augmentation Generation (RAG) to provide responses based on publicly available information + relating to + the Arm Technology found in a variety of Arm websites, non-confidential Arm documentation available on Arm + Developer, + and confidential Arm documentation available on Arm Developer that requires user entitlements and Arm ID + account log-in; + and (ii) processes Service Input to retrieve Service Output.
+"Service Input" means any data, input or query submitted by + You to the Service.
+"Service Feedback" means all suggestions, comments, feedback, + ideas, or know-how (whether in oral or written form) relating to the Service and Service Output provided by + You to Arm, but expressly excluding the Arm Technology Feedback.
+"Service Output" means any text, information or other content + generated and returned by the Service in response to Service Input, including any summaries, explanations or + references to Arm Technology or materials.
+"Arm Technology Feedback" means all suggestions, comments, + feedback, ideas, or know-how (whether in oral or written form) relating to Arm Technology, but expressly + excluding Service Feedback.
+1. YOUR USE OF THE SERVICE
+1.1 You may use the Service solely internally for informational purposes, on a + non-exclusive, revocable, basis.
+1.2 You grant Arm a non-exclusive, royalty-free, worldwide, fully sublicensable license to + use, copy, modify, adapt, transmit and distribute the Service Input (individually or in conjunction with the + Service Output).
+1.3 You agree that (a) the Models used by the Service may produce Service Output that is + incomplete, outdated, omits + context, misattributes sources and contains errors, omissions, inaccuracies and/or erroneously added + information; and + (b) you are responsible for independently verifying any Service Output before relying on it.
+1.4 Arm shall operate the Service in accordance with applicable laws.
+2. SERVICE OUTPUT AND INTELLECTUAL PROPERTY +
+2.1 The Service is provided solely to help users locate and understand information relating + to Arm Technology.
+2.2 The Service Output is and remains the exclusive property of Arm Limited and/or its + licensors. Arm grants you a non-exclusive, worldwide license to use the Service Output internally for + informational purposes only.
+2.3 For the avoidance of doubt, you are not permitted to use, copy, modify, implement, + create derivative works of or distribute either or both the Service Output and any Arm Technology related + thereto.
+2.4 In addition, all terms set out at the start of Arm Technology documentation, in the + release and/or revision + section(which includes, but is not limited to the Arm Website Terms and + Conditions, Arm’s non-confidential + proprietary + notice and Arm’s confidential proprietary notice) apply to the Service Output. Your use of the Service + signifies your + agreement to those restrictions. Moreover, your use may be subject to any license agreements that exist + between you and + Arm. It is your responsibility to determine the scope and breadth of such rights. For the avoidance of doubt, + the use of + the Service shall not operate to expand such rights. +
+2.5 Arm and/or its licensors retain all rights in the Service, the underlying Models, the + Arm Technology documentation and any data or information being referenced by the Models via the retrieval + augmentation generation pipeline.
+2.6 You must not remove or obscure any Arm copyright notice, trade-mark or other + proprietary legend that appears in the Service Output.
+2.7 Except as expressly licensed in Clause 2.2, You acquire no right, title or interest in + the Service Output, Arm Technology or any Intellectual Property therein. In no event shall the licenses + granted in Clause 2.2 be construed as granting You, expressly, or by implication, estoppel or otherwise, + licenses to any Arm technology or Arm information other than internal evaluation of the Service Output.
+3. RESTRICTIONS ON USE
+3.1 You shall comply with all obligations in these Terms with respect to your Service + Input. You are solely responsible for the legality, reliability and appropriateness of any Service Input and, + without limiting the generality of the provisions of this Clause 3, You shall not submit Service Input that: +
+(i) infringes any third party intellectual property right;
+(ii) comprises of personal data or personal information;
+(iii) is export-controlled information; and/or
+(iv) contains any virus, malware or malicious code.
+3.2 Service Input provided by You shall comply with all relevant laws, abiding by + regulations governing specific activities, and refraining from any illegal actions.
+3.3 You may not use the Service and/or Service Output for the purposes of any or all of the + following:
+(i) inflicting harm upon oneself or others, or to spread hatred, which includes (without + limitation) using the Service and/or Service Output for the promotion of self-harm, suicide, the development + or use of weaponry, causing injury to others, damaging property, or compromising the security of any service + or system;
+(ii) use the Service Output and/or Arm Technology to train, develop, improve or fine-tune + any artificial intelligence or machine learning model; and
+(iii) use the Service to create products and technology based on the Service Output and/or + Arm Technology.
+4. CONFIDENTIALITY
+4.1 Except as expressly provided by Clauses 4.2 and 4.4 below, each party shall maintain in + confidence the Confidential + Information disclosed by the other party and apply security measures no less stringent than the measures that + such party + applies to its own like information, but not less than a reasonable degree of care, to prevent unauthorised + disclosure + and use of the Confidential Information. The period of confidentiality shall be 5 years from the date of + disclosure with + respect to each party’s Confidential Information.
+4.2 Permitted Disclosures: Either party may disclose Confidential Information received from + the other party in the + following circumstances: (i) disclosure to third parties to the extent that the Confidential Information is + required to + be disclosed pursuant to a court order or as otherwise required by law, provided that the party required to + make the + disclosure promptly notifies the other party upon learning of such requirement and has given the other party a + reasonable opportunity to contest or limit the scope of such required disclosure (including but not limited to + making an + application for a protective order); (ii) disclosure to nominated third parties under written authority from + the + original discloser of the Confidential Information; (iii) from time to time, Arm may disclose Your + Confidential + Information to Affiliates of Arm subject to the same terms and conditions of confidentiality as are set out in + these + Terms; and (iv) disclosure to the receiving party’s legal counsel, accountants or professional advisors + to the + extent + necessary for them to advise upon the interpretation or enforcement of these Terms, provided that such + counsel, + accountants or professional advisors are bound by confidentiality obligations at least as protective as those + contained + in these Terms.
+4.3 Restricted Use: You agree that You shall not use any of ARM’s Confidential + Information + other than pursuant to and in + accordance with the exercise of any of the licenses granted in these Terms. Without limiting the generality of + the + foregoing, You shall not use Arm’s Confidential Information: (i) for determining if any features, + functions or + processes + provided by Arm technology or disclosed by the Arm Confidential Information are covered by any patents or + patent + applications owned by You or a third party; or (ii) for developing technology or products which avoid any of + Arm’s + Intellectual Property licensed hereunder; or (iii) as the basis for any patent application or as a reference + for + modifying existing patents or patent applications or creating any continuation, continuation in part, or + extension of + existing patents or patent applications; or (iv) for generating data for publication or disclosure to third + parties, + which compares the performance or functionality of any Arm technology (which, for the avoidance of doubt and + without + limitation, includes the Service) with any other products created by You or a third party, without obtaining + Arm’s prior + written consent. +
+4.4 Excepted Information: The provisions of this Clause 4 shall not apply to information + which: (i) is known to and has + been reduced to tangible form by the receiving party prior to its receipt provided that such information is + not already + subject to any obligations of confidentiality; or (ii) is in the public domain at the time of receipt or later + becomes + part of the public domain without breach of the confidentiality obligations in these Terms; or (iii) is + received from a + third party without any breach of any obligation of confidentiality in respect of such information provided + that such + information is not subject to any continuing obligations of confidentiality.
+5. FEEDBACK
+5.1 You may, at your sole discretion, deliver Feedback to Arm. Notwithstanding the + foregoing, You shall not knowingly give to Arm any Feedback that You are aware (or should reasonably be aware) + is subject to any patent, copyright or other Intellectual Property claim or right of any third party.
+5.2 You hereby grant to Arm and its Affiliates under all of Yours and Your + Affiliates’ (as applicable) Intellectual Property rights that are embodied in the Feedback, a perpetual, + irrevocable, royalty free, non-exclusive, fully paid up and worldwide license to (i) make, use, copy, modify, + publish and create derivative works of the Feedback; (ii) to publicly perform or display, broadcast, publish, + transmit, distribute, license, offer to sell and sell, rent, lease, lend, design or have designed, manufacture + or have manufactured, supply or otherwise distribute the whole or any part of the Feedback (and derivative + works thereof) in the form of new products or as implemented into an existing product (and derivative works + thereof), or to dispose of products that incorporate the Feedback, without obligation or restriction of any + kind; and (iii) sub-license to third parties the foregoing rights (but only as incorporated in the Arm + products and derivative works thereof), including the right to sub-license to further third parties. No right + is granted by You to Arm to sub-license its or its Affiliates’ (as applicable) Intellectual Property + except to the extent that it is provided to Arm as Feedback and is embodied in any Arm owned or licensed + product(s).
+5.3 Except as expressly licensed to Arm in Clause 5.2 above, You retain all right, title + and interest in and to the Feedback provided by You under or in relation to these Terms. In no event shall the + licences granted in Clause 5.2 above be construed as granting Arm expressly or by implication, estoppel or + otherwise, licences to any of Your technology other than the Feedback.
+5.4 You hereby represent and warrant that You have power to cause all patents owned or + controlled by You or Your Affiliates to be licensed as set forth in these Terms.
+5.5 Feedback shall not be treated as confidential information by Arm and Arm shall be free + to use the Feedback in accordance with Clause 5.2 above.
+5.6 In respect of any Arm Technology Feedback provided by You to Arm as a result of Your + use of the Service and/or any + Service Output, if you have an agreement with Arm which governs your use of the Arm Technology and which + includes + feedback provisions, then that agreement shall prevail over and take precedence over any conflicting + provisions relating + to Feedback contained in these Terms.
+6. WARRANTIES
+6.1 Arm strives for accuracy of the Service and Service Output but you acknowledge that + generative-AI systems can "hallucinate" and provide output that may omit context, misattribute + sources and contain errors, omissions, inaccuracies and/or erroneously added information. The Models used in + the provision of the Service draw on probabilistic patterns and third party data outside of Arm’s + control. Arm makes no accuracy or validity guarantees, and makes no guarantees that the Service Output does + not infringe any third party intellectual property. You must therefore exercise appropriate caution in using + and further disseminating the Service Output. The Service Output does not constitute legal, technical, + engineering, financial or other professional advice.
+6.2 You therefore agree that the Service and any Service Output is provided "as + is" without any warranties, and Arm makes no warranty or guarantee that the Service Output will be + accurate or fit for a particular purpose or use case.
+6.3 WITHOUT LIMITING THE GENERALITY OF CLAUSE 6.2, ARM AND ITS LICENSORS EXPRESSLY DISCLAIM + ALL REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER TERMS, EXPRESS OR IMPLIED OR STATUTORY, RELATING TO THE + SERVICE AND SERVICE OUTPUT, INCLUDING, WITHOUT LIMITATION, SERVICE AVAILABILITY, COMPLETENESS, SUITABILITY FOR + A PARTICULAR IMPLEMENTATION, FREEDOM FROM ERRORS OR DEFECTS, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, + NON-INFRINGEMENT, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, YOU ACKNOWLEDGE THAT + THE SERVICE LEVERAGES THIRD-PARTY AI SERVICES OR TOOLS AND THAT ARM IS NOT LIABLE FOR SUCH THIRD-PARTY + SERVICES OR TOOLS. YOU AGREE NOT TO SEEK TO HOLD ARM LIABLE, FOR ANY LOSSES, INJURY OR DAMAGE INCURRED BY YOU + IN CONNECTION WITH THE THIRD-PARTY SERVICES, AND THAT THE RISK OF LOSS, INJURY, HARM OR DAMAGE FROM SUCH + THIRD-PARTY SERVICES OR TOOLS RESTS ENTIRELY WITH YOU.
+6.4 THE SERVICE OUTPUT MAY CONTAIN LINKS TO WEBSITES AND RESOURCES PROVIDED BY THIRD + PARTIES. THESE LINKS ARE PROVIDED FOR YOUR INFORMATION ONLY. LINKS PROVIDED IN THE SERVICE OUTPUT ARE PROVIDED + ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY ARM OF THE THIRD PARTY + WEBSITES AND RESOURCES. YOU ACKNOWLEDGE THAT ARM HAS NO CONTROL OVER THE CONTENTS OF THOSE WEBSITES OR + RESOURCES AND ACCEPT THAT ARM HAS NO RESPONSIBILITY OR LIABILITY TO YOU FOR ANY LOSS OR DAMAGE THAT MAY ARISE + FROM YOUR USE OF THE THIRD PARTY WEBSITES AND RESOURCES. IF YOU DECIDE TO ACCESS ANY OF THE THIRD PARTY + WEBSITES OR RESOURCES, YOU DO SO AT YOUR OWN RISK.
+7. INDEMNITY AND LIMITATION OF LIABILITY
+7.1 You shall indemnify and hold Arm, its affiliates, officers, and employees, harmless + from any third-party claim arising out of (a) your breach of these Terms, (b) your unlawful or unauthorised + use of the Service, or (c) your reliance on, or redistribution of, the Service Output.
+7.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ARM 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 THE OTHER PARTY HAS BEEN + ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (SUCH DAMAGES SHALL INCLUDE BUT SHALL NOT BE LIMITED TO THE COST OF + REMOVAL AND REINSTALLATION OF GOODS, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OR USE OF DATA, INTERRUPTION OF + BUSINESS OR OTHER ECONOMIC LOSS).
+7.3 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, THE MAXIMUM + LIABILITY OF ARM TO YOU IN AGGREGATE FOR ALL CLAIMS MADE AGAINST ARM UNDER THESE TERMS, FOR BREACH OF + CONTRACT, IN TORT OR OTHERWISE UNDER OR IN CONNECTION WITH THE SUBJECT MATTER OF THESE TERMS SHALL NOT EXCEED + THE GREATER OF: (I) THE TOTAL SUMS PAID BY YOU TO ARM (IF ANY) IN RESPECT OF THE SERVICE; AND (II) ONE HUNDRED + US DOLLARS ($100.00). THE EXISTENCE OF MORE THAN ONE CLAIM OR SUIT WILL NOT ENLARGE OR EXTEND THE LIMIT. YOU + RELEASE ARM FROM ALL OBLIGATIONS, LIABILITY, CLAIMS OR DEMANDS IN EXCESS OF THIS LIMITATION.
+7.4 NOTHING IN THESE TERMS SHALL OPERATE TO LIMIT OR EXCLUDE LIABILITY FOR DEATH OR + PERSONAL INJURY ARISING FROM EITHER PARTY'S NEGLIGENCE OR FRAUD.
+8. SUSPENSION AND TERMINATION
+8.1 Arm may update, modify (which, for the avoidance of doubt, includes the removal of + features as well as adding new features), limit, suspend or terminate the Service at any time.
+8.2 Upon termination, Your right to use the Service Output generated up until the + termination date shall continue, provided such Service Output is used in accordance with these Terms.
+8.3 Without limitation to the survival of other terms as expressly set out elsewhere in + this Agreement, upon termination + the provisions of Clauses 1 (except 1.1), 2, 3, 4, 5, 6, 7, 8, 9 and 10 shall survive.
+9. USE OF CONVERSATION HISTORY AND MEMORY
+9.1 The Service is only available to users who are logged into their Arm account. As part + of + its functionality, the Service + stores information you provide during interactions as metadata and uses this information to maintain context + within a + session and across future sessions. + This means that your previous interactions with the Service may be used to inform and improve responses in + later + conversations, and conversation history is associated with your Arm account and enables a more context-aware + experience + when using the Service. +
+9.2 Arm does not intend for the Service to be used to process personal data or personal + information, and pursuant to + Clause 3.1, you should not include personal or sensitive information in your Service Input. +
+9.3 Conversation history and associated memory metadata may be retained for as long as your + Arm account remains active + and the Service is available. You may request deletion of stored conversation history and memory metadata at + any time + through the Service interface. Upon such a request, the system will delete the relevant stored information, + although + limited residual data may be retained where necessary for technical, security, or legal reasons. +
+9.4 For further information on how Arm processes data, please refer to Arm’s Privacy + Policy: + https://www.arm.com/company/policies/privacy +
+10. GENERAL
+10.1 The Service and Service Output provided under these Terms 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"). The parties agree to comply fully with all applicable + Export + Regulations. You agree that you shall not, either directly or indirectly, export in breach of the Export + Regulations any + Service Output received under these Terms, 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 approval from Arm. The specific export + controls + applicable to any Service Output is determined by the relevant ECCN. Arm will provide ECCNs for licensed + products upon + request to tradecompliance@arm.com. You are responsible for + determining the jurisdiction and classification in + respect + of your use of the Service Output. Service Output provided under these Terms is dual-use, and is not listed on + the UK + Military List, nor are they subject to the International Traffic in Arms Regulations (ITAR), the 500/600 + Series of the + EAR or other military export control regimes. The parties are prohibited from sharing 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 the other party. Further, Arm is expressly + authorized + to use non-U.S. citizens for the performance of these Terms with the exception of nationals of Country Group + E:1 and E:2 + as listed in Supp. 1 to Part 740 of the EAR, which shall only be permitted in full compliance with all + applicable laws. +
+10.2 These Terms constitute the entire agreement between the parties and supersedes and + extinguishes all prior and contemporaneous understandings, promises, assurances and agreements, written or + oral, regarding its subject matter.
+10.3 In the event of conflict, these Terms prevail over any conflicting provisions in the + Arm Website Terms and Conditions of Use, but only in relation to the Service. If you have a separate written + agreement from Arm to use or implement Arm Technology, then in the event of a conflict with any of the + provisions contained in these Terms, the terms and conditions of such separate agreement shall apply.
+10.4 Failure or delay by Arm to enforce any provision of these Terms shall not waive that + or + any other right or remedy, nor shall it be deemed a waiver of future enforcement of that or any other + provision. A waiver of any right or remedy by Arm is only effective if given in writing.
+10.5 If any clause in these Terms is held to be illegal or unenforceable under the laws + governing these Terms, the remaining provisions of these Terms shall not be affected.
+10.6 You acknowledge that in entering these Terms you do not rely on any statement, + representation, assurance or warranty (whether made innocently or negligently) that is not set out in these + Terms. You agree that You shall have no claim for innocent or negligent misrepresentation or negligent + misstatement based on any statement in these Terms.
+10.7 Arm reserves the right to make changes to these Terms at any time.
+10.8 These Terms and any dispute or claim (including non-contractual disputes or claims) + arising out of or in connection + with it or its subject matter or formation shall be governed by and construed in accordance with the law of + England and + Wales.
+