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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. |