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. The Software Tools License Agreement governs your use of any Board Support Package and other software tools, programs, libraries, or example/reference code made available to you, and your use of any CIRRUS LOGIC evaluation/development boards and related materials provided to you.
Software Tools License Agreement
This Software Tools 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 accepted these terms, including by installing and/or using the Software Tools or by “clicking to accept” the terms of this Agreement (“Company”) on the other part. This Agreement relates to certain software tools (and related documentation) (“Software Tools”) made available to Company for (1) use on a PC (or Apple Mac or Linux box) for developing and/or configuring firmware or hardware in connection with a CIRRUS LOGIC product and/or (2) use with any CIRRUS LOGIC evaluation/development boards and related materials (“Evaluation Boards”) provided to Company. The effective date of this Agreement is the date of acceptance by Company, including by installing and/or using the Software Tools, or by “clicking to accept” the terms of this Agreement. The terms of this Agreement may apply to multiple deliveries of Software Tools and/or Evaluation Boards 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 (“License”) to install and internally use the Software Tools only for the Purpose stated below from the date the Software Tools are downloaded by Company. Subject to compliance with Clause 5, Company may permit use of the Software Tools and any Evaluation Board(s) 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. The License shall terminate at the earliest of: (a) immediately upon any failure by Company to comply with the terms of this Agreement or in the event of the insolvency of the Company; (b) 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; (c) upon notice from CIRRUS LOGIC if its rights to sub-license any third party rights in the Software Tools are terminated; or (d) upon mutual agreement in writing by the parties.
RESTRICTIONS. The Software Tools and any Evaluation Board(s) are provided solely for Company’s internal use for the purpose of enabling the use of a CIRRUS LOGIC semiconductor device in Company’s end product(s) by configuring hardware or firmware settings or developing firmware to run on an embedded core or providing stimulus to the CIRRUS LOGIC device (collectively, the “Purpose”), and Company agrees not to use the Software Tools and/or any Evaluation Boards for any other purpose. Where the Software Tools are used to create a binary image of CIRRUS LOGIC firmware which is then used with, or embedded within, a CIRRUS LOGIC semiconductor device, the use of such firmware, is governed by the terms of the CIRRUS LOGIC “Software License Agreement”. Other code created by Company using the Software Tools is not licensed by CIRRUS LOGIC, and no responsibility is accepted by CIRRUS LOGIC for such code. Company is responsible for determining the suitability of any updates to firmware provided with the Software Tools, and for code created using the Software Tools, 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. Supply of the Software Tools and/or any Evaluation Boards does not convey a License nor imply any rights to implement or distribute any Software Tools or the output image file in any finished end user product or ready-to-use final product, nor to distribute any Evaluation Boards. Company may make a reasonable number of copies of CIRRUS LOGIC Software Tools in connection with the 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 Tools and/or any Evaluation Board under this Agreement. Company agrees not to: i) otherwise copy, adapt or reproduce the Software Tools, and/or any Evaluation Boards; ii) remove modify, decompile, disassemble, translate, enhance or reverse engineer the Software Tools (or otherwise attempt to derive the source code), and/or any Evaluation Boards (other than as permitted by law); iii) decode, decrypt the Software Tools 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 Tools, and/or any Evaluation Boards, allow remote access to the Software Tools, and/or any Evaluation Boards, or place the Software Tools on any publicly accessible internet site; or v) manufacture or create derivative works of the Software Tools, and/or any Evaluation Boards, or grant anyone a license to engage in similar conduct. For Software Tools which includes tools proprietary to CIRRUS LOGIC’s licensor Synopsys International Limited (“Synopsys”), Company acknowledges and agrees that any license to use such tools: i) is time locked, and unless otherwise advised by CIRRUS LOGIC shall be for a maximum period of 12 months; ii) is specific to the geographic location for which the license is issued (as advised by Company); iii) is not sub-licensable by Company; iv) is granted on the condition that Company undertakes not to infringe Synopsys’ intellectual property rights. If Company requests support during the License 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 service. The Software Tools may 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 Tools.
TERMINATION. Within ten (10) days of the termination of the License, Company agrees that it will return to CIRRUS LOGIC all copies of the Software Tools, and all Evaluation Boards provided to Company by CIRRUS LOGIC, or, upon the written permission of CIRRUS LOGIC, Company may destroy any copies of the Software Tools, 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 the Software Tools, or any Evaluation Boards. 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 Tools, and Evaluation Boards, provided by CIRRUS LOGIC. 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 Tools and Evaluation Boards (excepting those Evaluation Boards purchased by Company), and all proprietary rights therein. The Software Tools and Evaluation Boards are 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 Tools and Evaluation Boards, or any modifications to the Software Tools and/or Evaluation Boards, 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 Tools, but is instead granted certain rights to use the Software Tools and Evaluation Boards 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 Tools and Evaluation Boards from unauthorized use, illegal reproduction, or illicit distribution. Company agrees that it will not copy or distribute the Software Tools and Evaluation Boards, 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 Tools and Evaluation Boards. Neither the Software nor the Evaluation Boards are 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 or any Evaluation Board 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 Tools and Evaluation Boards 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, and any Evaluation Boards.
CONFIDENTIALITY. Company acknowledges that in the course of using the Software Tools and/or any Evaluation Boards, Company may obtain or be provided with information relating to the Software Tools and Evaluation Boards 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 Tools and/or any Evaluation Boards; 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 Tools, Evaluation Boards 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 Tools and Evaluation Boards 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 Tools, or an Evaluation Board, 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 TOOLS AND ANY EVALUATION BOARDS ARE PROVIDED BY CIRRUS LOGIC “AS IS” WITHOUT ANY WARRANTIES WHATSOEVER AND THAT THE INSTALLATION, OPERATION AND USE OF THE SOFTWARE TOOLS AND ANY EVALUATION BOARDS 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 TOOLS AND/OR ANY EVALUATION BOARDS, COMPANY’S INCORRECT USE OF THE SOFTWARE TOOLS AND/OR ANY EVALUATION BOARDS INCLUDING ANY FAILURE TO PROPERLY INSTALL ANY UPDATES, TO THE SOFTWARE TOOLS AND/OR ANY EVALUATION BOARDS OR OTHER SOFTWARE WITH WHICH THE SOFTWARE TOOLS AND/OR ANY EVALUATION BOARDS OPERATE OR WHICH THEY UPDATE, OR ARE INTENDED TO OPERATE WITH OR UPDATE, OR THE RESULTS PRODUCED BY, OR FAILURES, DELAYS OR INTERRUPTIONS OF THE SOFTWARE TOOLS. 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 TOOLS, 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 TOOLS AND/OR ANY EVALUATION BOARDS, (OR COMPANY’S FAILURE TO CORRECTLY INSTALL OR OPERATE THE SOFTWARE TOOLS AND/OR ANY EVALUATION BOARDS, INCLUDING ANY FAILURE TO PROPERLY INSTALL ANY UPDATES, TO THE SOFTWARE TOOLS AND/OR ANY EVALUATION BOARDS OR OTHER SOFTWARE WITH WHICH THE SOFTWARE TOOLS AND/OR ANY EVALUATION BOARDS OPERATE OR WHICH IT UPDATES, OR IS INTENDED TO OPERATE WITH OR UPDATE) OR COMPANY’S INABILITY TO USE THE SOFTWARE TOOLS AND/OR ANY EVALUATION BOARDS, OR ANY DECISION MADE OR ACTION TAKEN BY COMPANY IN RELIANCE ON THE SOFTWARE TOOLS AND/OR ANY EVALUATION BOARDS OR INFORMATION PROVIDED WITH THE SOFTWARE TOOLS AND/OR ANY EVALUATION BOARDS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE TOOLS AND/OR ANY EVALUATION BOARDS AND ANY DECISION TO USE THE SOFTWARE TOOLS AND/OR ANY EVALUATION BOARDS 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 TOOLS AND/OR ANY EVALUATION BOARDS. 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 WARRANTY PERIOD APPLICABLE TO THE DURATION OF THE RELEVANT PROJECT.
EXPORT RESTRICTIONS. Company acknowledges that the Software Tools and Evaluation Boards are 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 Tools and/or the Evaluation Boards, 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 Tools and/or the Evaluation Boards 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 constitutes the entire agreement between Company and CIRRUS LOGIC with respect to the Software Tools and Evaluation Boards 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 Tools, these terms will prevail.
Last Updated: May 29, 2019