Software License Agreement - Evaluation and Production Use
Installation and use of Cirrus Logic Software is governed by this Software License Agreement (the “Agreement”). By installing and/or using Cirrus Logic Software, you agree to be bound by this Agreement in relation to the Cirrus Logic Software (and Documentation) that is made available to you. The effective date of this Agreement is the date of acceptance by Licensee by installing, copying and/or using the Software, or by “clicking to accept” the terms of this Agreement. If you are an employee acting on behalf of your employer, then your employer is the Licensee and you confirm that you are authorized to agree to the terms of this Agreement on its behalf. The terms of this Agreement apply to multiple deliveries of Software (and Documentation) made to Licensee over time, including updates and upgrades which may be made available by Cirrus Logic.
CERTAIN CIRRUS LOGIC SOFTWARE CONTAINS THIRD-PARTY SOFTWARE FOR WHICH LICENSE RIGHTS MUST BE OBTAINED DIRECTLY FROM THE OWNER. THIS MAY INCLUDE WAKE WORD ENGINES AND SPEECH COMMAND PROCESSING FROM THIRD-PARTY VENDORS USED WITHIN SOUNDCLEAR CONTROL AND/OR DELIVERED WITH CIRRUS LOGIC VOICE PROCESSORS. DOWNLOADING CIRRUS LOGIC SOFTWARE DOES NOT GIVE LICENSEE THE RIGHTS TO USE THIRD-PARTY SOFTWARE. LICENSEE MUST ENSURE THAT IT IS APPROPRIATELY LICENSED IN RESPECT OF ALL THIRD-PARTY SOFTWARE.
Definitions
“Affiliate” means any entity that directly or indirectly controls, is controlled by or is under common control of a party.
“Authorized Manufacturer” means (if Licensee is not itself an original equipment manufacturer (“OEM”), original design manufacturer (“ODM”), or contract manufacturer) Licensee’s and/or its Affiliates’ OEMs, ODMs, and contract manufacturers (including integrators/test houses), engaged as an OEM or ODM by or on behalf of Licensee to design and/or manufacture Qualifying Products and to use, install, and test Software in connection with such activities, and which (i) is not a competitor of Cirrus Logic and (ii) has agreed with Licensee, in writing, to obligations that are no less protective of Cirrus Logic, in the aggregate, as the terms of this Agreement (including without limitation those relating to confidentiality and restrictions on use/distribution/reverse engineering).
“Brand Owner” means a third party that is not a competitor of Cirrus Logic and that owns or controls the brand under which such Qualifying Products are marketed and/or sold, and (if Licensee is not itself the relevant Brand Owner) on whose behalf Licensee designs, manufactures, integrates, tests, or certifies Qualifying Products.
“Cirrus Logic” means either Cirrus Logic, Inc., a Delaware Corporation located at 800 West 6th Street, Austin, Texas 78701 USA (for Licensees 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 Licensees based outside the United States).
“Cirrus Logic Product” means a Cirrus Logic semiconductor product.
“Documentation” means technical documentation (and related materials) issued by Cirrus Logic relating to Software.
“End User” means an end customer/consumer who purchases or uses a Qualifying Product. For clarity, a Brand Owner is not an End User.
“Evaluation Period” means a period of twelve (12) months from the date of delivery of the Software to Licensee, or such other period as may be advised by Cirrus Logic.
“Evaluation License” means the license rights granted at section 1.1.
“Licensee” or “you” means the acquirer of the license rights granted under this Agreement.
“License” means one or both of the Evaluation License and the Production License as the context requires.
“Modification” means any modification, enhancement, derivative work, or adaptation of the Software.
“Permitted Brand Owner” means a Brand Owner that meets the conditions specified at Section 1.3.
“Permitted Subcontractor” a third party other than an Authorized Manufacturer that is not a competitor of Cirrus Logic, that is engaged by Licensee to design, test or provide other non-manufacturing services in relation to Qualifying Products (including integrators and test houses), and that meets the conditions specified at Section 1.3.
“Permitted Third Party” means Licensee Affiliates, Authorized Manufacturers, (if applicable) Permitted Brand Owners, and Permitted Subcontractors.
“Permitted Third Party Purpose” has the meaning given in Section 1.3.
“Permitted Use” means a use specified in Section 1.
“Production License” means the license rights granted at Section 1.2.
“Qualifying Product” means an end product (or component part thereof) that is manufactured, marketed, and/or sold by Licensee or a Brand Owner that is a customer of Licensee and that operates with, is packaged or integrated with, contains, or functions using, a Cirrus Logic Product. For the purposes of Section 1.3, references to “Qualifying Products” in connection with a particular Permitted Third Party mean only the specific product(s) or program(s) for which such Permitted Third Party is engaged or authorized and for which access to the Software is reasonably necessary.
“Software” means computer programing code that runs or is intended to run on a processor embedded in a Qualifying Product and is downloaded or otherwise distributed to Licensee. Software may be in object code or source code form, or made available as firmware.
“Third-Party Software” means Software in which the rights are owned by a party that is not Cirrus Logic or a Cirrus Logic Affiliate.
1. GRANT AND TERM OF LICENSE.
In consideration for, and subject to the terms, conditions, and limitations of this Agreement, Cirrus Logic grants to Licensee a personal, non-exclusive, non-transferable, non-sublicensable license to use the Software solely for the purposes specified in this Section 1 (each, a “Permitted Use”).
1.1 Evaluation License: Licensee may install and internally use the Software solely for Licensee’s internal evaluation of the Software working with one or more Cirrus Logic Products for the Evaluation Period. For clarity, the Evaluation License does not include any right to distribute the Software or make the Software available to any third party except as expressly permitted under Section 1.3.
1.2 Production License: Subject to the restrictions in Section 2 (Restrictions), Licensee may, solely as necessary for the design, integration, manufacture, testing, certification, servicing, support, marketing, and sale of Qualifying Products, and solely in connection with Cirrus Logic Products (the “Production Purpose”):
(a) Use in Qualifying Products: install, execute, display, perform, and otherwise use the Software on, with, or as incorporated into Qualifying Products;
(b) Distribution in Qualifying Products: distribute the Software solely in object code form and solely as incorporated in, embedded in, or preinstalled on Qualifying Products;
(c) End User delivery (standalone): only with Cirrus Logic’s prior written permission, distribute the Software to End Users solely in object code form on a standalone basis solely for operation on the applicable Qualifying Products, and only subject to end user license terms approved in writing by Cirrus Logic;
(d) Provision to Permitted Third Parties: provide the Software to Permitted Third Parties solely to the extent necessary for such Permitted Third Parties to perform activities within the Production Purpose in connection with Qualifying Products, provided that any such provision is governed by Section 1.3.
For clarity, Licensee may be a Brand Owner, an OEM, an ODM, a contract manufacturer, a contractor, an integrator, or another supply-chain participant. The Production License permits controlled sharing of the Software both (i) downstream to support manufacture and related services and (ii) upstream to support marketing, sale, support, and servicing of Qualifying Products, in each case only as expressly permitted under this Agreement and without granting any Permitted Third Party independent rights in respect of the Software.
1.3 Permitted Third Party Access; No Independent Rights: Subject to compliance with Section 5 (Confidentiality), Licensee may permit Permitted Third Parties to access and use the Software solely to the extent necessary for such Permitted Third Parties to perform activities that fall within a Permitted Use and solely in connection with Qualifying Products (the “Permitted Third Party Purpose”), provided that:
(a) No sublicense; no independent rights: any such access, use, reproduction, or possession of the Software by a Permitted Third Party is not a sublicense (and shall not be deemed to be a sublicense) and does not grant such Permitted Third Party any independent license rights in respect of the Software. Any use of the Software by a Permitted Third Party shall be deemed to be use by Licensee for the purposes of this Agreement;
(b) Flow-down obligations: before providing any Software to a Permitted Third Party, Licensee shall ensure each Permitted Third Party has agreed with Licensee, in writing, to obligations that are no less protective of Cirrus Logic, in the aggregate, as the terms of this Agreement (including without limitation those relating to confidentiality and restrictions on use/distribution/reverse engineering);
(c) Responsibility: Licensee shall enforce the obligations referred to at Section 1.3(b) above, and shall be responsible for all acts and omissions of Permitted Third Parties in relation to the Software as if such acts and omissions were its own;
(d) No onward provision; no retention: a Permitted Third Party may not provide, disclose, or make the Software available to any other person or entity (including any Affiliate of such Permitted Third Party) and may not retain the Software (including any copies) except to the extent and for the duration strictly necessary for the Permitted Third Party Purpose; and upon completion of the Permitted Third Party Purpose (or upon Licensee’s request), such Permitted Third Party shall promptly return or destroy all copies of the Software in its possession or control, except as embedded in Qualifying Products manufactured prior to such completion;
(e) Proprietary notices: Licensee shall ensure all Cirrus Logic copyright notices and other proprietary notices are maintained and reproduced on any copies of the Software made or permitted under this Agreement;
(f) Scope of permitted recipients (downstream and upstream): without limiting the generality of the foregoing:
- i. Downstream (manufacture and services). Licensee may provide the Software to Authorized Manufacturers and Permitted Subcontractors solely as necessary for such parties to design, integrate, manufacture, assemble, test, certify, service, or support Qualifying Products for or on behalf of Licensee and/or the applicable Brand Owner; and
- ii. Upstream (Brand Owner enablement). where Licensee is not the relevant Brand Owner, Licensee may provide the Software to a Permitted Brand Owner solely as necessary for such Permitted Brand Owner to market, sell, support, service, or certify the applicable Qualifying Products, provided that such Permitted Brand Owner may not (x) use the Software for any products other than the applicable Qualifying Products, (y) distribute the Software to any End Users or other third parties except as expressly permitted under this Agreement or approved in writing by Cirrus Logic, or (z) use the Software to develop, improve, or support any product or service that competes with Cirrus Logic or its products.
Upon Cirrus Logic’s written request, Licensee shall promptly notify the applicable Permitted Brand Owner that continued access to or use of the Software requires such Permitted Brand Owner to enter into a direct license agreement with Cirrus Logic. Licensee shall cease providing the Software to such Permitted Brand Owner if such direct license is not executed within the period specified by Cirrus Logic, acting reasonably, provided that such cessation shall not require recall of Qualifying Products already manufactured or shipped.
1.4 Modifications: Licensee may make Modifications to Windows® drivers and Software provided in source code form solely to the extent strictly necessary for a Permitted Use. Any permitted Modifications must:
(a) be limited to what is strictly necessary to support the Permitted Use;
(b) preserve all proprietary notices;
(c) not disable, circumvent, or neutralize any security, licensing, integrity, or usage controls; and
(d) comply with any applicable third-party license terms.
1.5 Ownership of Modifications: To the extent Licensee or any Permitted Third Party creates any Modification as permitted under Section 1.4, Licensee hereby irrevocably assigns (and shall cause such Permitted Third Party to assign) to Cirrus Logic all right, title, and interest in and to such Modifications, including all intellectual property rights therein. To the extent any such assignment is not enforceable, Licensee grants Cirrus Logic a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, distribute, and sublicense such Modifications.
1.6 Third-Party Software: Certain Software may include or be delivered with Third-Party Software for which separate license rights must be obtained directly from the relevant third-party owner. Downloading or receiving Software from Cirrus Logic does not grant Licensee any rights to such Third-Party Software beyond those (if any) expressly granted under applicable third-party license terms. Licensee is solely responsible for ensuring it has all necessary third-party rights for any production use.
1.7 No Implied Rights: No rights are granted to Licensee except as expressly set forth in this Agreement. Cirrus Logic reserves all rights not expressly granted.
2. RESTRICTIONS.
2.1 All Software is provided solely for a Permitted Use. Licensee shall not use, and shall not permit any Permitted Third Party or any other person or entity to use, the Software for any purpose other than a Permitted Use. Licensee shall ensure that all Permitted Third Parties (including any Permitted Brand Owner) comply with this Section 2, and Licensee shall be liable for any breach by a Permitted Third Party as if it were Licensee’s breach.
2.2 Except as expressly permitted under Section 1 (Grant of License) or any applicable open source license terms referenced in the Software, and unless Licensee receives Cirrus Logic’s prior written consent, Licensee shall not, and shall not permit any Permitted Third Party or any other person or entity to:
(a) transfer, assign, or sublicense (whether temporarily or permanently) any right to use the Software under this Agreement except as expressly permitted under Section 1 (including provision to Permitted Brand Owners);
(b) copy, modify, reproduce, create derivative works of, or otherwise alter the Software, except as expressly permitted under the Production License and Section 1.4;
(c) decompile, disassemble, translate, enhance, reverse engineer, or otherwise attempt to derive source code from the Software (or any portion thereof), except to the extent permitted by applicable law that cannot be excluded by contract and/or by applicable third-party license terms;
(d) decode, decrypt, or otherwise attempt to bypass or defeat any encryption, security mechanism, licensing control, integrity check, or usage restriction in the Software;
(e) sell, assign, encumber, time share, rent, lease, lend, distribute, localize, port, or otherwise commercially exploit the Software, or allow remote access to the Software, or place the Software on any publicly accessible internet site, repository, or service;
(f) except with Cirrus Logic’s prior written consent and subject to Cirrus Logic end user license terms (or other terms expressly approved in writing by Cirrus Logic), provide, distribute, publish, or otherwise make the Software available directly to any End Users, or via any publicly accessible website, repository, app store, or download portal;
(g) use the Software to develop, improve, or support any product or service that competes with Cirrus Logic or its products, or publish any benchmark, performance test, security analysis, or evaluation results relating to the Software without Cirrus Logic’s prior written consent; or
(h) remove, obscure, or alter any copyright, trademark, or other proprietary notices contained in or displayed by the Software.
2.3 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, included with the Software, or otherwise notified by Cirrus Logic.
2.4 The Software 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 Licensee’s use and/or distribution of such components. Licensee shall comply, and shall ensure that Permitted Third Parties comply, with all such applicable open source license terms.
2.5 The disclaimer of warranty and limitation of liability provisions in this Agreement apply to all parts of the Software.
3. TERMINATION.
3.1 Each License shall terminate at the earliest of: (i) in respect of the Evaluation License, at the end of the Evaluation Period or upon notice from Cirrus Logic of termination of the Evaluation License or this Agreement; (ii) in respect of the Production License, if sales of the relevant Qualifying Products have not commenced within twelve (12) months of the expiry of the Evaluation Period, or (if later), when sales of Qualifying Products have ceased (meaning units of Qualifying Products have not been sold for a period of twelve (12) months), (iii) immediately upon any failure by Licensee to comply with the terms of this Agreement or in the event of the insolvency of Licensee; (iv) immediately if Licensee in fringes 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; (v) upon notice from Cirrus Logic if its rights to sub-license any third-party rights in the Software are terminated, or (vii) upon mutual agreement in writing by the parties.
3.2 Within ten (10) days of the termination of a License, Licensee agrees that it will return, and will procure that Permitted Third Parties return, to Cirrus Logic, any and all copies of the Software provided to Licensee and any Permitted Third Parties. Alternatively, upon written request by Cirrus Logic, Licensee shall destroy, and will procure that Permitted Third Parties destroy, any copies of the Software, including any original, backup or archival copy that has been installed, downloaded or recorded on any computer, memory system, or magnetic or optical medium. Upon written request from Cirrus Logic, an officer of Licensee will certify in writing that it and all Permitted Third Parties have complied with this provision. Notwithstanding the foregoing, Licensee may retain copies of the Software solely as embedded in Qualifying Products manufactured prior to termination; however, Licensee shall cease any further manufacture, integration, or distribution of the Software and Qualifying Products incorporating the Software upon termination unless otherwise authorized in writing by Cirrus Logic.
3.3 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. This Agreement may be terminated by Cirrus Logic by providing notice in writing to that effect.
4. OWNERSHIP, RIGHTS, USE LIMITATIONS, AND DUTIES.
4.1 By agreeing to the terms of this Agreement, Licensee 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. Cirrus Logic and/or its licensors own the Software, and all proprietary rights therein. Third Party Software is owned by the relevant third party rights owner.
4.2 All 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.
4.3 Licensee agrees to use its best efforts and to take all reasonable steps to protect the Software from unauthorized use, illegal reproduction, or illicit distribution.
4.4 Licensee 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.
4.5 The Software is not intended or authorized for use in products for which Cirrus Logic Products 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 the Software, and all Permitted Third Party use, insofar as relevant thereto.
4.6 Licensee is responsible for determining the suitability of any updates or upgrades that may be provided to Licensee or a Permitted Third Party in respect of the Software, or Modifications which are created by Licensee, provided that Cirrus Logic may require Licensee to cease using a version of the Software, and may require use of an updated version, where:
- i. a third-party has claimed that the Software infringes its intellectual property rights
- ii. for technical reasons Cirrus Logic is no longer able to permit ongoing use of the version of the Software being used by Licensee.
4.7 Licensee shall keep complete and accurate records of its use of the Software and use by its Affiliates and permitted third parties and shall, on request, promptly provide to Cirrus Logic any requested data regarding such use. Licensee 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. Upon request, Licensee shall promptly provide Cirrus Logic with a list of Permitted Third Parties that have received or accessed the Software and a description of the scope and location of such access/use.
5. CONFIDENTIALITY.
Licensee acknowledges that in the course of using or evaluating the Software, Licensee 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, Licensee agrees: (i) except as expressly authorized in this Agreement, not to use, 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 Licensee would protect its own Proprietary Information; and (iii) to restrict access to the Software and Proprietary Information to only those employees, and Permitted Third Parties that are permitted access pursuant to Section 1 (Grant of License) above, as are necessary for the use of the Software in connection with a Permitted Use, and only after such employees and Permitted Third Parties have agreed with Licensee, in writing, to obligations that are no less protective of Cirrus Logic, in the aggregate, as the terms of this Agreement.
6. NO WARRANTIES OR LIABILITIES.
THE SOFTWARE (INCLUDING UPDATES, UPGRADES) AND DOCUMENTATION IS PROVIDED BY CIRRUS LOGIC “AS IS” AND “AS AVAILABLE.” LICENSEE ACKNOWLEDGES THAT INSTALLATION, OPERATION, AND USE OF THE SOFTWARE, AND USE OF THE DOCUMENTATION IS AT LICENSEE’S SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CIRRUS LOGIC AND ITS LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CIRRUS LOGIC DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, SECURE, OR UNINTERRUPTED. LICENSEE ASSUMES ALL RISKS IN RELATION TO USE OF THE SOFTWARE AND DOCUMENTATION INCLUDING ANY FAILURE TO PROPERLY INSTALL ANY UPDATES TO THE SOFTWARE AND THE RESULTS PRODUCED BY, OR FAILURES, DELAYS OR INTERRUPTIONS OF THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CIRRUS LOGIC OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE AND/OR DOCUMENTATION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING GENERALITY, CIRRUS LOGIC SHALL IN NO EVENT BE LIABLE WITH RESPECT TO (I) ANY INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS WHICH ARISE FROM, OR IN ANY WAY RELATE TO, USE OF THE SOFTWARE AND/OR DOCUMENTATION, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS RELATING TO HAPTICS ON A COMPONENT OR SYSTEM LEVEL OR (II) ANY DEFECT OR CHARACTERISTIC CAUSING VULNERABILITY TO CYBER-ATTACK, DATA BREACH OR PRIVACY VIOLATIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF CIRRUS LOGIC AND ITS LICENSORS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE AND/OR DOCUMENTATION 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 (US $10,000), WHICHEVER IS GREATER. LICENSEE SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS CIRRUS LOGIC AND ITS LICENSORS FROM AND AGAINST ANY CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING. TO THE EXTENT ANY WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EVALUATION PERIOD OR, IN THE CASE OF SOFTWARE BEING USED UNDER A PRODUCTION LICENSE, THE WARRANTY PERIOD APPLICABLE TO THE CIRRUS LOGIC PRODUCTS WITHIN THE RELEVANT QUALIFYING PRODUCTS.
7. EXPORT AND END USE RESTRICTIONS.
Licensee acknowledges that exports, re-exports, and transfers of the Software (or products incorporating the Software), Documentation, and/or any technical data (together, the “Commodities”) may be subject to the U.S. Export Administration Regulations (“EAR”)(15 CFR 730 et. Seq.), International Traffic in Arms Regulations (“ITAR”), 22 C.F.R. §§ 120 et seq., and other applicable U.S. and international export control laws and regulations (together, the “Export Laws”). Licensee agrees to comply, and to ensure compliance by all Permitted Third Parties, with the Export Laws whenever the Commodities are exported, re-exported, or transferred. Licensee agrees to be bound by, and to act in accordance with, the Cirrus Logic Terms and Conditions of Sale available at www.cirrus.com/legal (as the same may be updated from time to time), including insofar as they relate to export/end use restrictions. Licensee shall additionally ensure that Permitted Third Parties also act in accordance with applicable provisions of the Cirrus Logic Terms and Conditions of Sale.
8. GENERAL PROVISIONS.
This Agreement and each License governed by this Agreement, is not assignable or transferable by Licensee 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 Licensee’s consent. Cirrus Logic may amend part or all of the Agreement by giving at least fifteen days written notice to Licensee. If Licensee 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 be 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’s 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.
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 and any Documentation 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 prior 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.
Last Updated: May 6th, 2026