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.