The installation and use of CIRRUS LOGIC software is governed by license terms. By installing and/or using CIRRUS LOGIC software, you agree to be bound by the following terms and conditions in relation to the CIRRUS LOGIC software (and related documentation) that has been made available to you.
CERTAIN CIRRUS LOGIC SOFTWARE CONTAINS THIRD-PARTY COMPONENTS FOR WHICH CERTAIN LICENSE RIGHTS MUST BE OBTAINED DIRECTLY FROM THE OWNER. THESE INCLUDE WAKE WORD ENGINES AND SPEECH COMMAND PROCESSSING FROM THIRD PARTY VENDORS USED WITHIN SOUNDCLEAR CONTROL AND/OR DELIVERED WITH CIRRUS LOGIC VOICE PROCESSORS. DOWNLOADING CIRRUS LOGIC SOFTWARE DOES NOT GIVE COMPANY THE RIGHTS TO USE THOSE THIRD-PARTY COMPONENTS IN PRODUCTION. COMPANY MUST ENSURE IT IS APPROPRIATELY LICENSED.
Software License Agreement – Evaluation and Production Use
This Software License Agreement (“Agreement”) is entered into between either Cirrus Logic, Inc., a Delaware Corporation located at 800 West 6th Street, Austin, Texas 78701 USA (for users based in the United States), or Cirrus Logic International (UK) Ltd, a company registered in Scotland (Registered Number SC089839) whose registered office is at 7B Nightingale Way, Quartermile, Edinburgh EH3 9EG, United Kingdom (for users based outside the United States) (each, and together, “CIRRUS LOGIC”) on the one part, and the party which has otherwise accepted these terms, including by installing and/or using the Software or by “clicking to accept” the terms of this Agreement (“Company”) on the other part. This Agreement relates to certain software (and related documentation) provided to Company that runs or is intended to run on a processor embedded in an end product (“Software”), for evaluation and/or production purposes. The effective date of this Agreement is the date of acceptance by Company, including by installing and/or using the Software, or by “clicking to accept” the terms of this Agreement. The terms of this Agreement may apply to multiple deliveries of Software made to Company over time.
GRANT AND TERM OF LICENSE. In exchange for and subject to the terms, conditions, and limitations of this Agreement, CIRRUS LOGIC grants to Company a personal, non-exclusive, non-transferable license to:
install and internally use the Software solely for Company’s internal evaluation of the Software working with CIRRUS LOGIC’S semiconductor devices (the “Evaluation Purpose”) for an evaluation period of twelve (12) months from the date of delivery of the Software, or such other period as may be advised by CIRRUS LOGIC (the “Evaluation Period”). Note that such license rights do not automatically extend to third-party components comprised within any Software (including without limitation certain voice triggers and related code within SoundClearTM Control), except those advised by CIRRUS LOGIC from time to time. The use of such third-party components may be subject to additional license conditions which Company needs to agree with the relevant third-party licensors, or which are referenced in clause 2 below. This is the “Evaluation License”.
install on or incorporate the Software into, and/or operate the Software with, CIRRUS LOGIC semiconductor devices operating within Company’s products (“Qualifying Products” and the “Production Purpose”, respectively), provided that (i) such rights specified under this Clause 1(b) shall terminate in respect of particular Software if sales of such Qualifying Products have not commenced within twelve (12) months of the expiry of the Evaluation Period, and (ii) such license rights do not automatically extend to third-party components comprised within any Software (including without limitation voice triggers and related code within SoundClearTM Control), except those advised by CIRRUS LOGIC from time to time. The use of such third-party components may be subject to any license conditions which Company needs to agree with the relevant third-party licensors, or which are referenced in clause 2 below. This is the “Production License”.
References to a “License” shall mean one or both of the Evaluation License and the Production License as the context requires. Subject to compliance with Clause 5, Company may permit use of the Software by its Affiliates, and those consultants and contractors that are not competitors of CIRRUS LOGIC, provided (a) all such use relates to the Purpose and (b) Company shall be responsible for the acts and omissions of all such third parties. “Affiliate” means any entity that directly or indirectly controls, is controlled by or is under common control of a party. Each License shall terminate at the earliest of: (a) in respect of the Evaluation License, at the end of the Evaluation Period; (b) in respect of the Production License if sales of such Qualifying Products have not commenced within the period referred to at Clause 1(b) above, or (if later), when Company ceases to sell Qualifying Products (meaning Company has not sold any units of Qualifying Products for a period of one year), (c) immediately upon any failure by Company to comply with the terms of this Agreement or in the event of the insolvency of the Company; (d) immediately if Company infringes any of the intellectual property rights of CIRRUS LOGIC and/or its licensors (whether the rights are the subject of this License or otherwise), such termination being without prejudice to the legal rights and remedies of CIRRUS LOGIC and/or its licensors, who shall be entitled to seek injunctive relief in addition to any other damages they may be entitled to; (e) in respect of the Evaluation License, upon notice from CIRRUS LOGIC of termination of the relevant Evaluation License or this Agreement (f) upon notice from CIRRUS LOGIC if its rights to sub-license any third party rights in the Software are terminated, or (g) upon mutual agreement in writing by the parties. The Parties hereto may, solely at CIRRUS LOGIC’s discretion, renew each Evaluation License for an additional period that shall be determined by CIRRUS LOGIC at that time. Should renewal(s) be granted by CIRRUS LOGIC, CIRRUS LOGIC will notify the Company in writing (including via email), including confirmation of the renewal term if this is not twelve (12) months, and the terms, conditions and limitations of this Agreement shall continue to govern the Evaluation License, as extended. This Agreement does not create a right for the Company to receive any Software, nor any upgrades that may be issued from time to time.
RESTRICTIONS. The “Evaluation Purpose” and the “Production Purpose” shall together be referred to in this Agreement as the “Purpose”. The Software is provided solely for the Purpose, and Company agrees not to use the Software for any other purpose. Except as permitted under Clause 1, or unless it receives prior written consent from CIRRUS LOGIC to do so, Company may not transfer or sub-license, either temporarily or permanently, any right to use the Software under this Agreement. Company agrees not to: i) otherwise copy, adapt or reproduce the Software; ii) remove, modify, decompile, disassemble, translate, enhance or reverse engineer the Software (or otherwise attempt to derive the source code) (other than as permitted by law); (iii) decode, decrypt the Software in whole or in part, or remove, circumvent or neutralize any security measures incorporated therein; iv) sell, assign, encumber, time share, rent, lease, lend, distribute, localize, or port the Software, allow remote access to the Software, or place the Software on any publicly accessible internet site; or v) manufacture or create derivative works of the Software, or grant anyone a license to engage in similar conduct. Company is responsible for determining the suitability of any updates provided to Company in respect of the Software or created by Company using tools provided by CIRRUS LOGIC, provided that CIRRUS LOGIC may require Company to cease using a version of the Software, and may require use of an update, 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 Company. If Company requests support during the Evaluation Period and/or thereafter, CIRRUS LOGIC has no obligation to provide any such support but if it agrees to do so it has the right to charge for its services. In addition to the terms of this Agreement, certain additional terms may apply to all or part of the Software which, if applicable, will be detailed or referred to in a Schedule to this Agreement. The Software may also include, incorporate, or link to, programs, libraries or example/reference code created using open source code or licensed under open source license terms. Applicable open source license terms, as referenced in the relevant program, library, or example/reference code, will apply in respect of Company’s use and/or distribution of such program, library, or example/reference code. The use and/or distribution of any proprietary source code which may be provided to Company will be subject to any applicable license terms provided with such source code (or if no terms are provided, the terms of this Agreement will apply). All such open source and proprietary source license terms must be reviewed, and complied with, by Company. The disclaimer of warranty and limitation of liability provisions in this Agreement will apply to all portions of the Software.
TERMINATION. Within ten (10) days of the termination of a License, Company agrees that it will return to CIRRUS LOGIC any and all copies of the Software provided to Company by CIRRUS LOGIC under such License, or, upon the written permission of CIRRUS LOGIC, Company may destroy any copies of the Software, including any original, backup or archival copy Company may have installed, downloaded or recorded on any computer, memory system, or magnetic or optical medium. Upon written request from CIRRUS LOGIC, an officer of Company will certify in writing that it has complied with this provision and has not retained any copies of relevant Software. The terms of this Agreement shall remain in effect notwithstanding termination or expiry of a License, and (unless otherwise advised by CIRRUS LOGIC) will govern subsequent Licenses of Software provided by CIRRUS LOGIC for the Purpose. The Agreement may be terminated by CIRRUS LOGIC by providing notice in writing to that effect.
OWNERSHIP, RIGHTS AND DUTIES. CIRRUS LOGIC and/or its licensors own the Software, and all proprietary rights therein. The Software is protected by U.S. and international copyright laws, other applicable intellectual property laws, and other applicable laws and treaty provisions. All rights to copyrights, patents, trademarks and trade secrets in the Software, and/or any modifications to the Software, shall be and remain vested in CIRRUS LOGIC and/or its licensors. By entering into this Agreement, Company does not become the owner of the Software provided to it, but is instead granted certain rights to use the Software in accordance with the terms and conditions of this Agreement. Company agrees to use its best efforts and to take all reasonable steps to protect the Software from unauthorized use, illegal reproduction, or illicit distribution. Company agrees that it will not copy or distribute the Software, other than as expressly allowed by this Agreement, and Company agrees that it will maintain and reproduce all copyright and other proprietary notices on any copy in the same form and manner that such copyright and other proprietary notices are included on the Software. The Software is not intended or authorized for use in products surgically implanted into the body, for life support products, nuclear systems or for other products for which a product failure could cause personal injury or death (including medical devices and personal or automotive safety or security devices). If Company or Company’s customers use or permit the use of the Software for these types of unintended or unauthorized uses, Company shall fully indemnify CIRRUS LOGIC, its officers, directors, employees, distributors, and other agents from any and all liability, including attorneys’ fees and costs, that may result from or arise in connection with these uses. The foregoing indemnification specifically covers and includes any claims based on, arising from, or alleging the sole or concurrent negligence of CIRRUS LOGIC or its employees, agents or representative. Company shall keep complete and accurate records of its use of the Software and use by its Affiliates, consultants and contractors and shall, on request, promptly provide to CIRRUS LOGIC any requested data regarding such use. Company shall also permit and enable access and inspection, by CIRRUS LOGIC and/or its authorized representatives, of any records kept in connection with all such use of the Software.
CONFIDENTIALITY. Company acknowledges that in the course of using or evaluating the Software, Company may obtain or be provided with information relating to the Software, and/or CIRRUS LOGIC, its Affiliates, and the products, business, customers, licensors, partners and suppliers of CIRRUS LOGIC and its Affiliates (“Proprietary Information”). Such Proprietary Information shall belong solely to CIRRUS LOGIC and/or its Affiliates (or, as the case may be, relevant third parties) and includes, but is not limited to: the design, code, architecture, features, functions and modes of operation of the Software and any evaluation board; trade secrets; know-how; inventions (whether patentable or not); techniques; processes; programs; algorithms; testing procedures; other computer code; design and function specifications; product requirements; problem reports; analysis and performance information; software and hardware documents; and other technical, business, marketing and financial information. During and after the term of any License and this Agreement, Company agrees: (i) not to use (except as expressly authorized in this Agreement), disclose, or provide any third-party access to any Proprietary Information without the prior written consent of CIRRUS LOGIC; (ii) to take all reasonable measures to maintain the confidentiality of the Proprietary Information in a manner in which Company would protect its own Proprietary Information; and (iii) to restrict access to the Software and Proprietary Information to only those employees, consultants or contractors of Company permitted access pursuant to Clause 1 above, and its Affiliates, as are necessary for the permitted use of the Software in connection with the Purpose, and only after such employees, consultants or contractors have agreed in writing to be bound by provisions similar to the terms of this Agreement. Obligations and conditions applicable to the Company under this Agreement shall also apply to third parties to whom access to any Software has been allowed or enabled by the Company. The full and proper discharge of those obligations, and compliance with all relevant conditions by any such third parties, shall be the responsibility of the Company.
NO WARRANTIES OR LIABILITIES. COMPANY 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 COMPANY’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, NONINFRINGEMENT, SATISFACTORY QUALITY OR PERFORMANCE OR WHICH MAY ARISE FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. CIRRUS LOGIC SHALL IN NO EVENT BE LIABLE TO COMPANY OR ANYONE ELSE FOR ANY LOSS, INJURY OR DAMAGE CAUSED IN WHOLE OR PART BY THE INSTALLATION, OPERATION OR USE OF THE SOFTWARE, COMPANY’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, ALONE OR IN COMBINATION WITH THE HARDWARE OR SOFTWARE OF COMPANY OR ANY THIRD-PARTY, 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 COMPANY 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, (OR COMPANY’S FAILURE TO CORRECTLY INSTALL OR OPERATE 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 COMPANY’S INABILITY TO USE THE SOFTWARE, OR ANY DECISION MADE OR ACTION TAKEN BY COMPANY IN RELIANCE ON THE SOFTWARE, OR INFORMATION PROVIDED WITH THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE, AND ANY DECISION TO USE THE SOFTWARE AND/OR ANY UPDATES, IS WITH COMPANY. COMPANY SHALL DEFEND AND INDEMNIFY CIRRUS LOGIC AND ITS LICENSORS AGAINST CLAIMS MADE BY THIRD PARTIES WHICH COMPANY HAS PERMITTED TO USE 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 COMPANY UNDER THIS AGREEMENT, AND/OR ARISING FROM, OR IN CONNECTION WITH THE USE OF (OR INABILITY TO USE) ANY AND ALL INSTANCES AND VERSIONS OF THE SOFTWARE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), QUASI TORT, OR OTHERWISE SHALL NOT EXCEED THE LICENSE FEES (IF ANY) PAID BY COMPANY FOR THE SOFTWARE THAT GAVE RISE TO THE CLAIM, OR TEN THOUSAND U.S. DOLLARS (U.S. $10,000), WHICHEVER IS GREATER. TO THE EXTENT ANY WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EVALUATION PERIOD OR, IN THE CASE OF THE PRODUCTION LICENSE, THE WARRANTY PERIOD APPLICABLE TO THE QUALIFYING PRODUCTS.
EXPORT RESTRICTIONS. Company acknowledges that the Software is subject to the export control laws and regulations of the United States of America and other countries. Company agrees it will not export or re-export the Software, directly or indirectly, either to: (i) any countries that are subject to U.S. export restrictions (currently including, but not necessarily limited to, Iran, Iraq, Syria, Cuba, North Korea, Libya and Sudan and any other countries to which export is restricted by the U.S. government); (ii) to anyone who Company knows or has reason to know will utilize the Software in the design, development, or production of nuclear, chemical or biological weapons; (iii) to anyone who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government; or (iv) in violation of the laws of any other country. Company further acknowledges that the Software may include technical data that is also subject to export and re-export restrictions imposed by U.S. and other laws.
GENERAL PROVISIONS. This Agreement and each License governed by this Agreement, are not assignable, transferable or (other than as permitted hereunder) sub-licensable by Company without the prior written consent of CIRRUS LOGIC, and any attempt to do so shall be void. CIRRUS LOGIC may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this Agreement without Company’s consent. CIRRUS LOGIC may amend part or all of the Agreement, by giving at least fifteen days written notice to the Company. If Company does not agree to any such amendments it shall be entitled to terminate the relevant License and (if it elects) this Agreement. Any notice, report, approval or consent required or permitted hereunder shall be in writing and will be deemed to have been duly given if delivered personally or mailed by first class, registered or certified mail, postage prepaid to the respective published principal or registered addresses of the parties. The waiver by either party of a breach of this Agreement or any right hereunder shall not constitute a waiver of any subsequent breach of this Agreement; nor shall any delay by either party to exercise any right under this Agreement operate as a waiver of any such right. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of, the State of Texas and the United States 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 a material breach of this Agreement adversely affecting CIRRUS LOGIC and/or its licensors’ proprietary rights in the Software would cause irreparable injury to CIRRUS LOGIC for which monetary damages would not be an adequate remedy and that CIRRUS LOGIC and its licensors shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law.
ENTIRE AGREEMENT. This Agreement (including any Schedule), and any terms referenced or incorporated herein, constitutes the entire agreement between Company and CIRRUS LOGIC with respect to the Software provided pursuant to this Agreement and supersedes any other agreement between Company 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 agreement between Company 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.
Last Updated: May 29, 2019