1 Use, distribution, or reproduction of this CIRRUS LOGIC software is governed by
2 the terms of this Agreement. Any use, distribution or reproduction of this
3 CIRRUS LOGIC software constitutes your acceptance of the following terms and
4 conditions.
5
6 1. DEFINED TERMS
7
8 “CIRRUS LOGIC” means either Cirrus Logic, Inc., a Delaware Corporation (for
9 licensees based in the United States), or Cirrus Logic International (UK) Ltd, a
10 company registered in Scotland (for licensees based outside the United States).
11
12 “Licensee” means the party which has accepted these terms, including by
13 distributing, reproducing and/or using the Software.
14 “Software” means software provided to Licensee in binary code form, that runs or
15 is intended to run on a processor embedded in an end product (and related files
16 and documentation) (“Software”).
17
18 2. GRANT OF LICENSE
19
20 a. Subject to the terms, conditions, and limitations of this Agreement, CIRRUS
21 LOGIC grants to Licensee a non-exclusive , non-transferable license (the
22 “License”) to (i) use and integrate the Software with other software, and (ii)
23 reproduce and distribute the Software in its complete and unmodified form,
24 provided all use of the Software is in connection with CIRRUS LOGIC
25 semiconductor devices. These license rights do not automatically extend to any
26 third-party software within the Software for which a separate license is
27 required to enable use by the Licensee. Licensee must agree applicable license
28 terms with the relevant third-party licensors to use such software.
29 b. Licensee (i) shall not remove or obscure any copyright and/or trademark
30 notices from the Software, and (ii) shall maintain and reproduce all copyright
31 and other proprietary notices on any copy in the same form and manner that such
32 notices are included on the Software (except if the Software is embedded such
33 that it is not readily accessible to an end user).
34 c. Licensee may not make any modifications to the Software and may only
35 distribute the Software under the terms of this Agreement. Recipients of the
36 Software must be provided with a copy of this Agreement.
37
38 3. TERMINATION
39
40 a. This Agreement will automatically terminate if Licensee does not comply with
41 its terms.
42 b. In the event of termination:
43 i. Licensee must destroy all copies of the Software (and parts thereof), and all
44 Proprietary Information (as defined below), including any original, backup, or
45 archival copy that Licensee may have installed, downloaded, or recorded on any
46 medium. Upon written request from CIRRUS LOGIC, Licensee will certify in
47 writing that it has complied with this provision and has not retained any copies
48 of the Software or any Proprietary Information;
49 ii. the rights and licenses granted to Licensee under this Agreement will
50 immediately terminate;
51 iii. all rights and obligations under this Agreement which by their nature
52 should survive termination, will remain in full force and effect.
53
54 4. OWNERSHIP, RIGHTS, USE LIMITATIONS, AND DUTIES
55
56 a. CIRRUS LOGIC and/or its licensors own all proprietary rights in the Software.
57 Whilst this Agreement is in effect, Licensee hereby covenants that it will not
58 assert any claim that the Software infringes any intellectual property rights
59 owned or controlled by Licensee.
60 b. Other than as expressly set forth in this Agreement, CIRRUS LOGIC does not
61 grant, and Licensee does not receive, any ownership right, title or interest in
62 any intellectual property rights relating to the Software, nor in any copy of
63 any part of the foregoing. No license is granted to Licensee in any human
64 readable code of the Software (source code).
65 c. Licensee shall not (i) use, license, sell or otherwise distribute the
66 Software except as provided in this Agreement, (ii) attempt to modify in any
67 way, reverse engineer, decompile or disassemble any portion of the Software; or
68 (iii) use the Software or other material in violation of any applicable law or
69 regulation.
70 d. The Software is not intended or authorized for use in or with products for
71 which CIRRUS LOGIC semiconductor devices are not designed, tested or intended,
72 as detailed in the CIRRUS LOGIC Terms and Conditions of Sale, available at
73 www.cirrus.com/legal (as the same may be updated from time to time), which shall
74 apply to Licensee’s use of Software, insofar as relevant thereto.
75 e. CIRRUS LOGIC may require Licensee to cease using a version of the Software,
76 and may require use of an updated version, where (a) a third-party has claimed
77 that the Software infringes its intellectual property rights, and/or (b) for
78 technical reasons CIRRUS LOGIC is no longer able to permit ongoing use of the
79 version of the Software being used by Licensee.
80 f. If Licensee requests support, CIRRUS LOGIC has no obligation to provide any
81 such support but if it agrees to do so any such support will be on a reasonable
82 efforts basis.
83 g. Licensee shall keep complete and accurate records of its use of the Software
84 and shall, on request, promptly provide to CIRRUS LOGIC a certificate evidencing
85 the extent of such use.
86
87 5. CONFIDENTIALITY
88
89 a. Licensee may obtain or be provided with information relating to the Software,
90 including in documentation provided to it (“Proprietary Information”). Such
91 Proprietary Information shall belong solely to CIRRUS LOGIC and/or its
92 affiliates (or, as the case may be, relevant third parties).
93 b. During and after the term of this Agreement, Licensee agrees to maintain all
94 such Proprietary Information in strict confidence and to not use (except as
95 expressly authorized in this Agreement), disclose, or provide any third-party
96 with access to any Proprietary Information except under a written agreement with
97 terms at least as protective as the terms of this Agreement. Licensee also
98 agrees to exercise the same degree of care and diligence as it uses in respect
99 of its own confidential and proprietary information when dealing with CIRRUS
100 LOGIC Proprietary Information, and in any event no less than reasonable care and
101 diligence.
102 c. Information will not be considered Proprietary Information if (i) it becomes
103 public knowledge other than through any act or omission constituting a breach of
104 the Licensee’s obligations under this Agreement; (ii) the Licensee can prove it
105 was already in the Licensee’s possession and at its free disposal before the
106 disclosure hereunder; and (iii) it was received in good faith from a third party
107 having no obligation of confidentiality and which is free to disclose such
108 Confidential Information
109
110 6. NO WARRANTIES OR LIABILITIES
111
112 LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE SOFTWARE IS PROVIDED BY
113 CIRRUS LOGIC “AS IS” WITHOUT ANY WARRANTIES WHATSOEVER AND THAT THE
114 INSTALLATION, OPERATION AND USE OF THE SOFTWARE IS AT LICENSEE’S OWN RISK.
115 CIRRUS LOGIC MAKES NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, AND EXPRESSLY
116 DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
117 PURPOSE, GOOD TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY OR PERFORMANCE OR
118 WHICH MAY ARISE FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. CIRRUS LOGIC
119 PROVIDES NO WARRANTY THAT THE SOFTWARE IS FREE FROM DEFECTS OR CHARACTERISTICS
120 THAT COULD CAUSE VULNERABILITY TO CYBER-ATTACK, DATA BREACH OR PRIVACY
121 VIOLATIONS. CIRRUS LOGIC SHALL IN NO EVENT BE LIABLE TO LICENSEE OR ANYONE ELSE
122 FOR ANY LOSS, INJURY OR DAMAGE CAUSED IN WHOLE OR PART BY THE INSTALLATION,
123 OPERATION OR USE OF THE SOFTWARE, LICENSEE’S INCORRECT USE OF THE SOFTWARE
124 INCLUDING ANY FAILURE TO PROPERLY INSTALL ANY UPDATES TO THE SOFTWARE OR OTHER
125 SOFTWARE WITH WHICH THE SOFTWARE OPERATES OR WHICH IT UPDATES, OR IS INTENDED TO
126 OPERATE WITH OR UPDATE, OR THE RESULTS PRODUCED BY, OR FAILURES, DELAYS, OR
127 INTERRUPTIONS OF THE SOFTWARE. WITHOUT LIMITING THE FOREGOING GENERALITY,
128 CIRRUS LOGIC SHALL IN NO EVENT BE LIABLE WITH RESPECT TO ANY INTELLECTUAL
129 PROPERTY INFRINGEMENT CLAIMS WHICH ARISE FROM, OR IN ANY WAY RELATE TO, USE OF
130 THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS RELATING TO HAPTICS ON A
131 COMPONENT OR SYSTEM LEVEL. CIRRUS LOGIC AND ITS LICENSORS SHALL IN NO EVENT BE
132 LIABLE TO LICENSEE OR ANYONE ELSE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL OR
133 SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS ARISING OUT OF OR
134 RELATING TO THE INSTALLATION, OPERATION OR USE OF THE SOFTWARE. BECAUSE SOME
135 JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR
136 TYPES OF CLAIM OR LOSS THEN IN SUCH INSTANCES THE ABOVE EXCLUSIONS SHALL BE
137 INTERPRETED TO APPLY TO THE EXTENT PERMITTED BY LOCAL LAW. SUBJECT TO THE
138 FOREGOING, THE TOTAL LIABILITY OF CIRRUS LOGIC AND ITS LICENSORS TO LICENSEE
139 UNDER THIS AGREEMENT, AND/OR ARISING FROM, OR IN CONNECTION WITH, THE USE OF (OR
140 INABILITY TO USE) THE SOFTWARE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING
141 NEGLIGENCE), QUASI TORT, OR OTHERWISE SHALL NOT EXCEED THE LICENSE FEES (IF ANY)
142 PAID BY LICENSEE FOR THE SOFTWARE THAT GAVE RISE TO THE CLAIM, OR TEN THOUSAND
143 U.S. DOLLARS (U.S. $10,000), WHICHEVER IS GREATER.
144
145 7. EXPORT AND END USE RESTRICTIONS
146
147 Licensee acknowledges that the Software is subject to United States and other
148 applicable export related laws and regulations (“Export Laws”). Licensee
149 agrees that it may not export, re-export or transfer the Software or any direct
150 product of the Software other than in accordance with those Export Laws.
151 Licensee further agrees to be bound by, and to act in accordance with,
152 provisions of the CIRRUS LOGIC Terms and Conditions of Sale available at
153 www.cirrus.com/legal (as updated from time to time), including insofar as they
154 relate to export/end use restrictions.
155
156 8. GENERAL PROVISIONS
157
158 This Agreement is not assignable or sub-licensable by Licensee without the prior
159 written consent of CIRRUS LOGIC. CIRRUS LOGIC may sub-license or assign any or
160 all of its rights and obligations under this Agreement without Licensee’s
161 consent. The waiver by either party of a breach of this Agreement shall not
162 constitute a waiver of any subsequent breach of this Agreement; nor shall any
163 delay to exercise any right under this Agreement operate as a waiver of such
164 right. This Agreement shall be deemed to have been made in, and shall be
165 construed pursuant to the laws of, the State of Texas without regard to
166 conflicts of laws provisions thereof. Both parties hereby consent to the
167 exclusive jurisdiction of the State of Texas and the locale of Austin therein.
168 The prevailing party in any action to enforce this Agreement shall be entitled
169 to recover costs and expenses including, without limitation, attorneys' fees.
170 The parties agree that CIRRUS LOGIC and its licensors shall be entitled to
171 equitable relief in addition to any remedies it may have hereunder or at law.
172
173 9. ENTIRE AGREEMENT
174
175 This Agreement and any terms referenced or incorporated herein, constitutes the
176 entire agreement between Licensee and CIRRUS LOGIC with respect to the Software
177 provided pursuant to this Agreement and supersedes any other agreement between
178 Licensee and CIRRUS LOGIC with respect thereto (including terms presented and/or
179 accepted as part of an installation process), but does not otherwise replace,
180 modify or cancel any other written agreement between Licensee and CIRRUS LOGIC.
181 If there is any inconsistency between these terms and those presented as part of
182 the process to install the Software, these terms will prevail.
|
