Software License Agreement (Evaluation Only)

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 for evaluation.

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 PROCESSING 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 IN RESPECT OF ALL THIRD-PARTY COMPONENTS.

Software Evaluation Agreement

This Software Evaluation Agreement (“Agreement”) is entered into between 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) (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 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 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.

  1. 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, royalty free, non-exclusive, non-transferable license (“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 “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 section 2 below. Subject to compliance with section 6, 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) the end of the Evaluation Period; (b) immediately upon any failure by Company to comply with the terms of this Agreement or in the event of the insolvency of Company; (c) upon notice from CIRRUS LOGIC of termination of the License or the Agreement; (d) upon mutual agreement in writing by the parties; or (e) upon notice from CIRRUS LOGIC if its rights to sub-license any third party rights in the Software are terminated. The Parties hereto may, solely at CIRRUS LOGIC’s discretion, renew each 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 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 License, as extended. This Agreement does not create a right for Company to receive any Software, nor any upgrades that may be issued from time to time.

  2. RESTRICTIONS. All Software is provided solely for the Purpose, and Company agrees not to use the Software for any other purpose. Supply of the Software does not convey a license nor imply any rights to use the Software in any finished end user or ready-to-use end product. Commercial and/or production use of the Software is expressly forbidden unless Company has been granted a license for distribution and (if applicable) a production license key has been issued to Company, and any applicable license fees have been paid. Except as permitted under section 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 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 Company. If Company requests support during the Evaluation Period, 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, or may otherwise be notified by CIRRUS LOGIC. 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, or otherwise notified to Company, 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.

  3. 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. Alternatively, upon written request by CIRRUS LOGIC, Company shall destroy any copies of the Software, including any original, backup or archival copy that 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 evaluation purposes. The Agreement may be terminated by CIRRUS LOGIC by providing notice in writing to that effect.

  4. OWNERSHIP, RIGHTS, USE LIMITATIONS, 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 which 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 Company’s use of Software, insofar as relevant thereto. 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.

  5. THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. COMPANY ACKNOWLEDGES THAT THE SOFTWARE MIGHT UTILIZE OR IMPLEMENT INTELLECTUAL PROPERTY OF THIRD PARTIES. COMPANY REPRESENTS AND WARRANTS THAT IT HAS, OR WILL ACQUIRE, ALL RIGHTS UNDER SUCH INTELLECTUAL PROPERTY WHICH ARE NECESSARY FROM ANY THIRD PARTY TO USE AND/OR DISTRIBUTE THE SOFTWARE. IF COMPANY BREACHES THIS WARRANTY, COMPANY SHALL INDEMNIFY AND DEFEND CIRRUS LOGIC AGAINST ALL CLAIMS, DAMAGES (SPECIFICALLY INCLUDING CLAIMS FOR DIRECT AND CONTRIBUTORY INFRINGEMENT), AND EXPENSES INCURRED (INCLUDING REASONABLE COSTS OF DEFENSE) AS A RESULT OF THAT BREACH. ALTHOUGH CIRRUS LOGIC SHALL CONSULT WITH COMPANY, CIRRUS LOGIC WILL CONTROL THE DEFENSE OF ANY SUCH CLAIM, AND COMPANY SHALL COOPERATE WITH AND ASSIST CIRRUS LOGIC AS IS REASONABLY REQUESTED.

  6. 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 section 1 above, and its Affiliates, as are necessary for the evaluation 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 consistent with the terms of this Agreement. Obligations and conditions applicable to Company under this Agreement shall also apply to third parties to whom access to any Software has been allowed or enabled by 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 Company.

  7. 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 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 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 ANY DEFECT OR CHARACTERISTIC CAUSING VULNERABILITY TO CYBER-ATTACK, DATA BREACH OR PRIVACY VIOLATIONS, 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.

  8. EXPORT AND END USE RESTRICTIONS. Company acknowledges that exports, re-exports, and transfers of the Software (or products incorporating the Software), and/or 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”). Company agrees, on behalf of itself and its Affiliates, to comply with the Export Laws whenever it uses, exports, re-exports, or transfers the Commodities. Company 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 the same may be updated from time to time), including insofar as they relate to export/end use restrictions.

  9. GENERAL PROVISIONS. This Agreement and each License governed by this Agreement, is 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 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 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 licensor’s 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.

  10. 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 written 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: June 15, 2021