LICENSE.txt

Software Release License Agreement

Copyright (c) 2015, XMOS, All rights reserved.

Parties

(1) XMOS Limited, incorporated and registered in England and Wales
    with company number 5494985 whose registered office is 107 Cheapside,
    London, EC2V 6DN (XMOS).

(2) An individual or Legal Entity exercising permissions granted by
    this License. (Customer)

1. Definitions
   1. "Licence" means this Software Licence and any schedules or annexes to it.

      "Licence Fee" means the fee for the XMOS Software as detailed in the
      Schedule.

      "Licensee Modifications" means all developments and
      modifications of the XMOS Software developed independently by
      You.

      "XMOS Modifications" means all developments and modifications of
      the XMOS Software developed or co-developed by XMOS.

      "XMOS Hardware" means any XMOS hardware devices supplied by XMOS
      from time to time and/or the particular XMOS devices detailed in
      the Schedule.

      "XMOS Software" means the XMOS software detailed in the Schedule,
      (including related programmer comments and documentation, if any)
      and error corrections, improvements, modifications (including
      XMOS Modifications) and updates.

   2. 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.

   3. Unless the context otherwise requires:
        1. references to the Supplier and the Customer include their
           permitted successors and assigns;

        2. references to statutory provisions include those statutory
           provisions as amended or re-enacted; and

        3. references to any gender include all genders.

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

   2. Licence

      XMOS grants the Customer a non-exclusive licence to use, develop
      and modify the XMOS Software with, or for the purpose of being
      used with, XMOS Hardware.

   3. Consideration

      In consideration of the mutual obligations contained in this
      Licence, the parties agree to its terms.

   4. Term

      Subject to clause 12 below, this Licence shall be perpetual.

   5. Restrictions on Use

         1. The Customer may distribute the XMOS Software (in object
            code only) subject to clause 2.

         2. The Customer may not sell, distribute, lease or sublicense
            the XMOS Software as standalone software, whether as object
            or source code. The Customer will 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 Customer agrees that it is its
            responsibility to obtain copies of and to familiarise itself
            fully with these laws and regulations to avoid violation.

   6. Modifications

         1. The Customer will own all intellectual property rights in
            the Licensee Modifications but will undertake to provide XMOS
            with any fixes made to correct any bugs found in the XMOS
            Software on a non-exclusive, perpetual and royalty free
            licence basis.

         2. XMOS will own all intellectual property rights in the XMOS
            Modifications.

         3. The Customer may only use the Licensee Modifications and
            XMOS Modifications on, or in relation to, XMOS Hardware.

   7. Support

         1. Support of the XMOS Software may be provided by XMOS
            pursuant to a separate support agreement (the "XMOS Support
            Agreement"). In the absence of a separate support agreement,
            support may be found via the XMOS website.

   8. Warranty and Disclaimer

         The XMOS Software is provided "AS IS" without a warranty of any
         kind. XMOS and its licensors' entire liability and Customer's
         exclusive remedy under this warranty to be determined in XMOS's
         sole and absolute discretion, will be either (a) the corrections
         of defects in media or replacement of the media, or (b) the
         refund of the licence fee paid (if any).

         Whilst XMOS gives the Customer the ability to load their own
         software and applications onto XMOS devices, the security of
         such software and applications when on the XMOS devices is
         the Customer's own responsibility and any breach of security
         shall not be deemed a defect or failure of the hardware. XMOS
         shall have no liability whatsoever in relation to any costs,
         damages or other losses Customer may incur as a result of any
         breaches of security in relation to your software or
         applications.

         XMOS AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS
         OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF
         MERCHANTABILITY/ SATISFACTORY QUALITY, FITNESS FOR A
         PARTICULAR PURPOSE, OR NON-INFRINGEMENT EXCEPT TO THE EXTENT
         THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID UNDER
         APPLICABLE LAW.

   9. High Risk Activities

         The XMOS Software is not designed or intended for use in
         conjunction with on-line control equipment in hazardous
         environments requiring fail-safe performance, including
         without limitation the operation of nuclear facilities,
         aircraft navigation or communication systems, air traffic
         control, life support machines, or weapons systems
         (collectively "High Risk Activities") in which the failure of
         the XMOS Software could lead directly to death, personal
         injury, or severe physical or environmental damage. XMOS and
         its licensors specifically disclaim any express or implied
         warranties relating to use of the XMOS Software in connection
         with High Risk Activities.

  10. Liability

         TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, NEITHER XMOS
         NOR ITS LICENSORS SHALL BE LIABLE FOR ANY LOST REVENUE,
         BUSINESS, PROFIT, CONTRACTS OR DATA, ADMINISTRATIVE OR
         OVERHEAD EXPENSES, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL,
         INCIDENTAL OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS
         OF THEORY OF LIABILITY ARISING OUT OF THIS LICENCE, EVEN IF
         XMOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In
         no event shall XMOS's liability to the Customer whether in
         contract, tort (including negligence), or otherwise exceed
         the Licence Fee.

         Customer agrees to indemnify, hold harmless, and defend XMOS
         and its licensors from and against any claims or lawsuits,
         including attorneys' fees and any other liabilities, demands,
         proceedings, damages, losses, costs, expenses fines and
         charges which are made or brought against or incurred by XMOS
         as a result of your use or distribution of the Licensee
         Modifications or your use or distribution of XMOS Software
         other than in accordance with the terms of this Licence.

  11. Ownership

         The copyrights and all other intellectual and industrial
         property rights for the protection of information with respect
         to the XMOS Software (including the methods and techniques on
         which they are based) are retained by XMOS and/or its
         licensors. Nothing in this Agreement serves to transfer such
         rights. Consequently, subject to Clause 5, Customer may not
         sell, mortgage, underlet, sublease, sublicense, lend or
         transfer possession of the XMOS Software in any way whatsoever
         to any third party who is not bound by this Agreement.

  12. Termination

         1. Either party may terminate this Licence at any time on
            written notice to the other if the other:

               1. is in material or persistent breach of any of the
                  terms of this Licence and either that breach is
                  incapable of remedy, or the other party fails to remedy
                  that breach within 30 days after receiving written
                  notice requiring it to remedy that breach; or

               2. is unable to pay its debts (within the meaning of
                  section 123 of the Insolvency Act 1986), or becomes
                  insolvent, or is subject to an order or a resolution
                  for its liquidation, administration, winding-up or
                  dissolution (otherwise than for the purposes of a
                  solvent amalgamation or reconstruction), or has an
                  administrative or other receiver, manager, trustee,
                  liquidator, administrator or similar officer appointed
                  over all or any substantial part of its assets, or
                  enters into or proposes any composition or arrangement
                  with its creditors generally, or is subject to any
                  analogous event or proceeding in any applicable
                  jurisdiction.

         2. Termination by either party in accordance with the rights
            contained in clause 12 shall be without prejudice to any
            other rights or remedies of that party accrued prior to
            termination.

         3. On termination for any reason:

               1. all rights granted to the Customer under this
                  Licence shall cease;

               2. the Customer shall cease all activities authorised
                  by this Licence;

               3. the Customer shall immediately pay to the Supplier
                  any sums due to the Supplier under this Licence; and

               4. the Customer shall immediately destroy or return to
                  the Supplier (at the Supplier's option) all copies of
                  the XMOS Software then in its possession, custody or
                  control and, in the case of destruction, certify to the
                  Supplier that it has done so.

         4. Clauses 8, 9, 10 and 11 shall survive any effective
            termination of this Agreement.

  13. Third party rights

      No term of this Licence is intended to confer a benefit on, or
      to be enforceable by, any person who is not a party to this
      licence.

  14. Confidentiality and publicity

         1. Each party shall, during the term of this Licence and
            thereafter, keep confidential all, and shall not use for its
            own purposes nor without the prior written consent of the
            other disclose to any third party any, information of a
            confidential nature (including, without limitation, trade
            secrets and information of commercial value) which may become
            known to such party from the other party and which relates to
            the other party, unless such information is public knowledge
            or already known to such party at the time of disclosure, or
            subsequently becomes public knowledge other than by breach of
            this licence, or subsequently comes lawfully into the
            possession of such party from a third party.

         2. The terms of this licence are confidential and may not be
            disclosed by the Customer without the prior written consent
            of XMOS.

         3. The provisions of clause 14 shall remain in full force and
            effect notwithstanding termination of this licence for any
            reason.

  15. 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.

  16. Assignment

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

  17. Governing law and jurisdiction

      This Licence shall be governed by and construed in accordance
      with English law and each party hereby submits to the
      non-exclusive jurisdiction of the English courts.

Schedule
XMOS application note AN00181 softare
No license fee.