| 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. |