EULA

END USER LICENSE AGREEMENT
==========================

BY ACCESSING, USING OR DOWNLOADING the Xmos Software, BY INSTALLING
AND USING IT OR BY USING THE Xmos Hardware or Development Kit, 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 Xmos Software OR
Xmos Hardware AND PROMPTLY RETURN ANY HARDWARE OR THE DEVELOPMENT KIT
PACKAGE AND ACCOMPANYING ITEMS TO THE PLACE YOU OBTAINED THEM FROM.

1. Agreement This is an agreement ("Agreement") between You and Xmos
Limited having its registered office at Level 35, Tower 42, 25 Old
Broad Street, London EC2N 1HQ hereinafter referred to as "Xmos".

2. Definitions

"Application" means any software and source code developed by you
using the Xmos Development Kit or Xmos Hardware.

"Component" any component of the Xmos Development Kit, whether
acquired as part of a full kit or as separate components.

"Xmos Development Kit" is made up of the Xmos Software, Xmos Hardware
and Open Source Software programs (OSS).

"Xmos Hardware" comprises the board and/or chips and any updates, new
versions or modifications thereof which are subsequently supplied to
you.

"Xmos Software" comprises the Xmos owned development tools (which
comprise all circuit designs, schematics, source code, object code and
reference designs), other third party software and source code, other
than OSS, and any updates, new versions or modifications thereof which
are subsequently supplied to or downloaded by you.

"Xmos Technology" comprises the Xmos Software and the Xmos Hardware.

“You” refers to the individual, or if the individual is an employee
of an entity that has purchased the right to use the Xmos Hardware or
Development Kit, then the term “You” refers to such individual's
employer, its affiliates and subsidiaries.

3. Licence Xmos grants you a personal, non-sublicenseable,
non-transferable and non-exclusive licence to use the Xmos Software
(including the right to produce Applications). When used in
conjunction with hardware, the Xmos Software must only be used with
the Xmos Hardware and all Applications must only be used with Xmos
Hardware or be developed only for the purpose of being used with the
Xmos Hardware.

OSS must be used and dealt with in accordance with any licence and
terms under which OSS is distributed.

4. Restrictions on Use You may not sell, lease, assign, sublicense or
otherwise transfer the Xmos Software, in whole or in part without the
prior written approval of Xmos. You agree that you will not export or
re-export the Xmos Technology or the Xmos Development Kit or any
direct products thereof or any other items which would violate any
applicable export control laws and regulations, including but not
limited to those of the United States or United Kingdom. You agree it
is your responsibility to obtain copies of and to familiarise yourself
fully with these laws and regulations to avoid violation.

5. Warranty and Disclaimer The Xmos Software is provided "AS IS"
without a warranty of any kind. Xmos's and its licensors' entire
liability and your 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 by you (if any).

The Xmos Hardware will be free from defects in materials and
workmanship for a period of 12 months from date of purchase. This
warranty shall not apply to any defect, failure or damage caused by
improper use or improper or inadequate maintenance or care.

Whilst XMOS gives You the ability to load your own software and
applications onto XMOS Hardware, the security of such software and
applications when on the XMOS Hardware is your 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 you 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/SATIFACTORY
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.

6. Engineering Samples

Semiconductor components from XMOS that are marked or shipped as
“Engineering Samples” (with an ES suffix in the part code) are
pre-production components and have not been subjected to full
production testing. They are intended for prototyping and design
verification, and any known deviations from the advanced or
preliminary datasheets will be indicated in a device errata
supplement. Engineering sample components are ordered and shipped as
non-cancellable and non-returnable products8

7. High Risk Activities The Components are not fault-tolerant and are
not designed, manufactured 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
Components 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
Components in connection with High Risk Activities.

8. 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 ANY COMPONENT,
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 the licence fee paid (if any) for the
Xmos Technology or the Xmos Development Kit.

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 the use or distribution of the Application.

9. Ownership The copyrights, all other intellectual and industrial
property rights for the protection of information with respect to the
Xmos Technology, and the Xmos Development Kit and it (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, you may not sell, mortgage, underlet,
sublease, sublicense, lend or transfer possession of the Xmos
Technology or the Xmos Development Kit in any way whatsoever to any
third party who is not bound by this Agreement.

10. Termination You may terminate this Agreement at any time by
written notice to Xmos. This Agreement will terminate immediately
without notice from Xmos if you fail to comply with any provision of
this Agreement. Clauses 4, 5, 6, 7 and 8 shall survive any effective
termination of this Agreement.

11. Entire Agreement This Agreement is the entire agreement between
you and Xmos relating to the Xmos Hardware and Development Kit and
supersedes all prior or contemporaneous oral or written
communications, proposals and representations with respect to its
subject matter. Xmos shall be entitled on notice to you to change the
terms of this Agreement. Notice may be given by email or on the
www.xmos.com website. Your continuing use of the Xmos Hardware or
Development Kit or components of it after any changes to this
Agreement will signify your acceptance of such changed terms.

12. Law & 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.