183 lines
11 KiB
Plaintext
183 lines
11 KiB
Plaintext
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Use, distribution, or reproduction of this CIRRUS LOGIC software is governed by
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the terms of this Agreement. Any use, distribution or reproduction of this
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CIRRUS LOGIC software constitutes your acceptance of the following terms and
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conditions.
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1. DEFINED TERMS
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“CIRRUS LOGIC” means either Cirrus Logic, Inc., a Delaware Corporation (for
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licensees based in the United States), or Cirrus Logic International (UK) Ltd, a
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company registered in Scotland (for licensees based outside the United States).
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“Licensee” means the party which has accepted these terms, including by
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distributing, reproducing and/or using the Software.
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“Software” means software provided to Licensee in binary code form, that runs or
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is intended to run on a processor embedded in an end product (and related files
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and documentation) (“Software”).
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2. GRANT OF LICENSE
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a. Subject to the terms, conditions, and limitations of this Agreement, CIRRUS
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LOGIC grants to Licensee a non-exclusive , non-transferable license (the
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“License”) to (i) use and integrate the Software with other software, and (ii)
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reproduce and distribute the Software in its complete and unmodified form,
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provided all use of the Software is in connection with CIRRUS LOGIC
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semiconductor devices. These license rights do not automatically extend to any
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third-party software within the Software for which a separate license is
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required to enable use by the Licensee. Licensee must agree applicable license
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terms with the relevant third-party licensors to use such software.
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b. Licensee (i) shall not remove or obscure any copyright and/or trademark
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notices from the Software, and (ii) shall maintain and reproduce all copyright
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and other proprietary notices on any copy in the same form and manner that such
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notices are included on the Software (except if the Software is embedded such
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that it is not readily accessible to an end user).
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c. Licensee may not make any modifications to the Software and may only
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distribute the Software under the terms of this Agreement. Recipients of the
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Software must be provided with a copy of this Agreement.
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3. TERMINATION
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a. This Agreement will automatically terminate if Licensee does not comply with
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its terms.
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b. In the event of termination:
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i. Licensee must destroy all copies of the Software (and parts thereof), and all
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Proprietary Information (as defined below), including any original, backup, or
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archival copy that Licensee may have installed, downloaded, or recorded on any
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medium. Upon written request from CIRRUS LOGIC, Licensee will certify in
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writing that it has complied with this provision and has not retained any copies
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of the Software or any Proprietary Information;
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ii. the rights and licenses granted to Licensee under this Agreement will
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immediately terminate;
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iii. all rights and obligations under this Agreement which by their nature
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should survive termination, will remain in full force and effect.
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4. OWNERSHIP, RIGHTS, USE LIMITATIONS, AND DUTIES
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a. CIRRUS LOGIC and/or its licensors own all proprietary rights in the Software.
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Whilst this Agreement is in effect, Licensee hereby covenants that it will not
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assert any claim that the Software infringes any intellectual property rights
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owned or controlled by Licensee.
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b. Other than as expressly set forth in this Agreement, CIRRUS LOGIC does not
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grant, and Licensee does not receive, any ownership right, title or interest in
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any intellectual property rights relating to the Software, nor in any copy of
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any part of the foregoing. No license is granted to Licensee in any human
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readable code of the Software (source code).
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c. Licensee shall not (i) use, license, sell or otherwise distribute the
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Software except as provided in this Agreement, (ii) attempt to modify in any
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way, reverse engineer, decompile or disassemble any portion of the Software; or
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(iii) use the Software or other material in violation of any applicable law or
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regulation.
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d. The Software is not intended or authorized for use in or with products for
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which CIRRUS LOGIC semiconductor devices are not designed, tested or intended,
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as detailed in the CIRRUS LOGIC Terms and Conditions of Sale, available at
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www.cirrus.com/legal (as the same may be updated from time to time), which shall
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apply to Licensee’s use of Software, insofar as relevant thereto.
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e. CIRRUS LOGIC may require Licensee to cease using a version of the Software,
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and may require use of an updated version, where (a) a third-party has claimed
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that the Software infringes its intellectual property rights, and/or (b) for
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technical reasons CIRRUS LOGIC is no longer able to permit ongoing use of the
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version of the Software being used by Licensee.
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f. If Licensee requests support, CIRRUS LOGIC has no obligation to provide any
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such support but if it agrees to do so any such support will be on a reasonable
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efforts basis.
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g. Licensee shall keep complete and accurate records of its use of the Software
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and shall, on request, promptly provide to CIRRUS LOGIC a certificate evidencing
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the extent of such use.
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5. CONFIDENTIALITY
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a. Licensee may obtain or be provided with information relating to the Software,
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including in documentation provided to it (“Proprietary Information”). Such
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Proprietary Information shall belong solely to CIRRUS LOGIC and/or its
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affiliates (or, as the case may be, relevant third parties).
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b. During and after the term of this Agreement, Licensee agrees to maintain all
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such Proprietary Information in strict confidence and to not use (except as
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expressly authorized in this Agreement), disclose, or provide any third-party
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with access to any Proprietary Information except under a written agreement with
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terms at least as protective as the terms of this Agreement. Licensee also
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agrees to exercise the same degree of care and diligence as it uses in respect
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of its own confidential and proprietary information when dealing with CIRRUS
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LOGIC Proprietary Information, and in any event no less than reasonable care and
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diligence.
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c. Information will not be considered Proprietary Information if (i) it becomes
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public knowledge other than through any act or omission constituting a breach of
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the Licensee’s obligations under this Agreement; (ii) the Licensee can prove it
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was already in the Licensee’s possession and at its free disposal before the
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disclosure hereunder; and (iii) it was received in good faith from a third party
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having no obligation of confidentiality and which is free to disclose such
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Confidential Information
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6. NO WARRANTIES OR LIABILITIES
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LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE SOFTWARE IS PROVIDED BY
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CIRRUS LOGIC “AS IS” WITHOUT ANY WARRANTIES WHATSOEVER AND THAT THE
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INSTALLATION, OPERATION AND USE OF THE SOFTWARE IS AT LICENSEE’S OWN RISK.
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CIRRUS LOGIC MAKES NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, AND EXPRESSLY
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DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
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PURPOSE, GOOD TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY OR PERFORMANCE OR
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WHICH MAY ARISE FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. CIRRUS LOGIC
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PROVIDES NO WARRANTY THAT THE SOFTWARE IS FREE FROM DEFECTS OR CHARACTERISTICS
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THAT COULD CAUSE VULNERABILITY TO CYBER-ATTACK, DATA BREACH OR PRIVACY
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VIOLATIONS. CIRRUS LOGIC SHALL IN NO EVENT BE LIABLE TO LICENSEE OR ANYONE ELSE
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FOR ANY LOSS, INJURY OR DAMAGE CAUSED IN WHOLE OR PART BY THE INSTALLATION,
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OPERATION OR USE OF THE SOFTWARE, LICENSEE’S INCORRECT USE OF THE SOFTWARE
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INCLUDING ANY FAILURE TO PROPERLY INSTALL ANY UPDATES TO THE SOFTWARE OR OTHER
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SOFTWARE WITH WHICH THE SOFTWARE OPERATES OR WHICH IT UPDATES, OR IS INTENDED TO
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OPERATE WITH OR UPDATE, OR THE RESULTS PRODUCED BY, OR FAILURES, DELAYS, OR
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INTERRUPTIONS OF THE SOFTWARE. WITHOUT LIMITING THE FOREGOING GENERALITY,
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CIRRUS LOGIC SHALL IN NO EVENT BE LIABLE WITH RESPECT TO ANY INTELLECTUAL
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PROPERTY INFRINGEMENT CLAIMS WHICH ARISE FROM, OR IN ANY WAY RELATE TO, USE OF
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THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS RELATING TO HAPTICS ON A
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COMPONENT OR SYSTEM LEVEL. CIRRUS LOGIC AND ITS LICENSORS SHALL IN NO EVENT BE
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LIABLE TO LICENSEE OR ANYONE ELSE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL OR
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SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS ARISING OUT OF OR
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RELATING TO THE INSTALLATION, OPERATION OR USE OF THE SOFTWARE. BECAUSE SOME
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JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR
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TYPES OF CLAIM OR LOSS THEN IN SUCH INSTANCES THE ABOVE EXCLUSIONS SHALL BE
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INTERPRETED TO APPLY TO THE EXTENT PERMITTED BY LOCAL LAW. SUBJECT TO THE
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FOREGOING, THE TOTAL LIABILITY OF CIRRUS LOGIC AND ITS LICENSORS TO LICENSEE
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UNDER THIS AGREEMENT, AND/OR ARISING FROM, OR IN CONNECTION WITH, THE USE OF (OR
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INABILITY TO USE) THE SOFTWARE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING
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NEGLIGENCE), QUASI TORT, OR OTHERWISE SHALL NOT EXCEED THE LICENSE FEES (IF ANY)
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PAID BY LICENSEE FOR THE SOFTWARE THAT GAVE RISE TO THE CLAIM, OR TEN THOUSAND
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U.S. DOLLARS (U.S. $10,000), WHICHEVER IS GREATER.
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7. EXPORT AND END USE RESTRICTIONS
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Licensee acknowledges that the Software is subject to United States and other
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applicable export related laws and regulations (“Export Laws”). Licensee
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agrees that it may not export, re-export or transfer the Software or any direct
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product of the Software other than in accordance with those Export Laws.
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Licensee further agrees to be bound by, and to act in accordance with,
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provisions of the CIRRUS LOGIC Terms and Conditions of Sale available at
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www.cirrus.com/legal (as updated from time to time), including insofar as they
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relate to export/end use restrictions.
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8. GENERAL PROVISIONS
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This Agreement is not assignable or sub-licensable by Licensee without the prior
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written consent of CIRRUS LOGIC. CIRRUS LOGIC may sub-license or assign any or
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all of its rights and obligations under this Agreement without Licensee’s
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consent. The waiver by either party of a breach of this Agreement shall not
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constitute a waiver of any subsequent breach of this Agreement; nor shall any
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delay to exercise any right under this Agreement operate as a waiver of such
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right. This Agreement shall be deemed to have been made in, and shall be
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construed pursuant to the laws of, the State of Texas without regard to
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conflicts of laws provisions thereof. Both parties hereby consent to the
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exclusive jurisdiction of the State of Texas and the locale of Austin therein.
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The prevailing party in any action to enforce this Agreement shall be entitled
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to recover costs and expenses including, without limitation, attorneys' fees.
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The parties agree that CIRRUS LOGIC and its licensors shall be entitled to
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equitable relief in addition to any remedies it may have hereunder or at law.
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9. ENTIRE AGREEMENT
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This Agreement and any terms referenced or incorporated herein, constitutes the
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entire agreement between Licensee and CIRRUS LOGIC with respect to the Software
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provided pursuant to this Agreement and supersedes any other agreement between
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Licensee and CIRRUS LOGIC with respect thereto (including terms presented and/or
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accepted as part of an installation process), but does not otherwise replace,
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modify or cancel any other written agreement between Licensee and CIRRUS LOGIC.
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If there is any inconsistency between these terms and those presented as part of
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the process to install the Software, these terms will prevail.
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