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