path: root/LICENSE.cirrus

Use, distribution, or reproduction of this CIRRUS LOGIC software is governed by
the terms of this Agreement.   Any use, distribution or reproduction of this
CIRRUS LOGIC software constitutes your acceptance of the following terms and
conditions.

1.	DEFINED TERMS

“CIRRUS LOGIC” means either Cirrus Logic, Inc., a Delaware Corporation (for
licensees based in the United States), or Cirrus Logic International (UK) Ltd, a
company registered in Scotland (for licensees based outside the United States).

“Licensee” means the party which has accepted these terms, including by
distributing, reproducing and/or using the Software.
“Software” means software provided to Licensee in binary code form, that runs or
is intended to run on a processor embedded in an end product (and related files
and documentation) (“Software”).

2.	GRANT OF LICENSE

a.	Subject to the terms, conditions, and limitations of this Agreement, CIRRUS
LOGIC grants to Licensee a non-exclusive , non-transferable license (the
“License”) to (i) use and integrate the Software  with other software, and (ii)
reproduce and distribute the Software in its complete and unmodified form,
provided all use of the Software is in connection with CIRRUS LOGIC
semiconductor devices. These license rights do not automatically extend to any
third-party software within the Software for which a separate license is
required to enable use by the Licensee.  Licensee must agree applicable license
terms with the relevant third-party licensors to use such software.
b.	Licensee (i) shall not remove or obscure any copyright and/or trademark
notices from the Software, and (ii) shall maintain and reproduce all copyright
and other proprietary notices on any copy in the same form and manner that such
notices are included on the Software (except if the Software is embedded such
that it is not readily accessible to an end user).
c.	Licensee may not make any modifications to the Software and may only
distribute the Software under the terms of this Agreement.  Recipients of the
Software must be provided with a copy of this Agreement.

3.	TERMINATION

a.	This Agreement will automatically terminate if Licensee does not comply with
its terms.
b.	In the event of termination:
i.	Licensee must destroy all copies of the Software (and parts thereof), and all
Proprietary Information (as defined below), including any original, backup, or
archival copy that Licensee may have installed, downloaded, or recorded on any
medium.  Upon written request from CIRRUS LOGIC, Licensee will certify in
writing that it has complied with this provision and has not retained any copies
of the Software or any Proprietary Information;
ii.	the rights and licenses granted to Licensee under this Agreement will
immediately terminate;
iii.	all rights and obligations under this Agreement which by their nature
should survive termination, will remain in full force and effect.

4.	OWNERSHIP, RIGHTS, USE LIMITATIONS, AND DUTIES

a.	CIRRUS LOGIC and/or its licensors own all proprietary rights in the Software.
 Whilst this Agreement is in effect,  Licensee hereby covenants that it will not
assert any claim that the Software infringes any intellectual property rights
owned or controlled by Licensee.
b.	Other than as expressly set forth in this Agreement, CIRRUS LOGIC does not
grant, and Licensee does not receive, any ownership right, title or interest in
any intellectual property rights relating to the Software, nor in any copy of
any part of the foregoing.  No license is granted to Licensee in any human
readable code of the Software (source code).
c.	Licensee shall not (i) use, license, sell or otherwise distribute the
Software except as provided in this Agreement, (ii) attempt to modify in any
way, reverse engineer, decompile or disassemble any portion of the Software; or
(iii) use the Software or other material in violation of any applicable law or
regulation.
d.	The Software is not intended or authorized for use in or with products for
which CIRRUS LOGIC semiconductor devices are not designed, tested or intended,
as detailed in the CIRRUS LOGIC Terms and Conditions of Sale, available at
www.cirrus.com/legal (as the same may be updated from time to time), which shall
apply to Licensee’s use of Software, insofar as relevant thereto.
e.	CIRRUS LOGIC may require Licensee to cease using a version of the Software,
and may require use of an updated version, where (a) a third-party has claimed
that the Software infringes its intellectual property rights, and/or (b) for
technical reasons CIRRUS LOGIC is no longer able to permit ongoing use of the
version of the Software being used by Licensee.
f.	If Licensee requests support, CIRRUS LOGIC has no obligation to provide any
such support but if it agrees to do so any such support will be on a reasonable
efforts basis.
g.	Licensee shall keep complete and accurate records of its use of the Software
and shall, on request, promptly provide to CIRRUS LOGIC a certificate evidencing
the extent of such use.

5.	CONFIDENTIALITY

a.	Licensee may obtain or be provided with information relating to the Software,
including in documentation provided to it (“Proprietary Information”).  Such
Proprietary Information shall belong solely to CIRRUS LOGIC and/or its
affiliates (or, as the case may be, relevant third parties).
b.	During and after the term of this Agreement, Licensee agrees  to maintain all
such Proprietary Information in strict confidence and to not use (except as
expressly authorized in this Agreement), disclose, or provide any third-party
with access to any Proprietary Information except under a written agreement with
terms at least as protective as the terms of this Agreement.  Licensee also
agrees to exercise the same degree of care and diligence as it uses in respect
of its own confidential and proprietary information when dealing with CIRRUS
LOGIC Proprietary Information, and in any event no less than reasonable care and
diligence.
c.	Information will not be considered Proprietary Information if (i) it becomes
public knowledge other than through any act or omission constituting a breach of
the Licensee’s obligations under this Agreement; (ii) the Licensee can prove it
was already in the Licensee’s possession and at its free disposal before the
disclosure hereunder; and (iii) it was received in good faith from a third party
having no obligation of confidentiality and which is free to disclose such
Confidential Information

6.	NO WARRANTIES OR LIABILITIES

LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE SOFTWARE IS PROVIDED BY
CIRRUS LOGIC “AS IS” WITHOUT ANY WARRANTIES WHATSOEVER AND THAT THE
INSTALLATION, OPERATION AND USE OF THE SOFTWARE IS AT LICENSEE’S OWN RISK.
CIRRUS LOGIC MAKES NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, AND EXPRESSLY
DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, GOOD TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY OR PERFORMANCE OR
WHICH MAY ARISE FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.  CIRRUS LOGIC
PROVIDES NO WARRANTY THAT THE SOFTWARE IS FREE FROM DEFECTS OR CHARACTERISTICS
THAT COULD CAUSE VULNERABILITY TO CYBER-ATTACK, DATA BREACH OR PRIVACY
VIOLATIONS. CIRRUS LOGIC SHALL IN NO EVENT BE LIABLE TO LICENSEE OR ANYONE ELSE
FOR ANY LOSS, INJURY OR DAMAGE CAUSED IN WHOLE OR PART BY THE INSTALLATION,
OPERATION OR USE OF THE SOFTWARE, LICENSEE’S INCORRECT USE OF THE SOFTWARE
INCLUDING ANY FAILURE TO PROPERLY INSTALL ANY UPDATES TO THE SOFTWARE OR OTHER
SOFTWARE WITH WHICH THE SOFTWARE OPERATES OR WHICH IT UPDATES, OR IS INTENDED TO
OPERATE WITH OR UPDATE, OR THE RESULTS PRODUCED BY, OR FAILURES, DELAYS, OR
INTERRUPTIONS OF THE SOFTWARE.  WITHOUT LIMITING THE FOREGOING GENERALITY,
CIRRUS LOGIC SHALL IN NO EVENT BE LIABLE WITH RESPECT TO ANY INTELLECTUAL
PROPERTY INFRINGEMENT CLAIMS WHICH ARISE FROM, OR IN ANY WAY RELATE TO, USE OF
THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS RELATING TO HAPTICS ON A
COMPONENT OR SYSTEM LEVEL.  CIRRUS LOGIC AND ITS LICENSORS SHALL IN NO EVENT BE
LIABLE TO LICENSEE OR ANYONE ELSE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL OR
SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS ARISING OUT OF OR
RELATING TO THE INSTALLATION, OPERATION OR USE OF THE SOFTWARE.    BECAUSE SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR
TYPES OF CLAIM OR LOSS THEN IN SUCH INSTANCES THE ABOVE EXCLUSIONS SHALL BE
INTERPRETED TO APPLY TO THE EXTENT PERMITTED BY LOCAL LAW.  SUBJECT TO THE
FOREGOING, THE TOTAL LIABILITY OF CIRRUS LOGIC AND ITS LICENSORS TO LICENSEE
UNDER THIS AGREEMENT, AND/OR ARISING FROM, OR IN CONNECTION WITH, THE USE OF (OR
INABILITY TO USE) THE SOFTWARE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), QUASI TORT, OR OTHERWISE SHALL NOT EXCEED THE LICENSE FEES (IF ANY)
PAID BY LICENSEE FOR THE SOFTWARE THAT GAVE RISE TO THE CLAIM, OR TEN THOUSAND
U.S. DOLLARS (U.S. $10,000), WHICHEVER IS GREATER.

7.	EXPORT AND END USE RESTRICTIONS

Licensee acknowledges that the Software is subject to United States and other
applicable export related laws and  regulations (“Export Laws”).  Licensee
agrees that it may not export, re-export or transfer the Software or any direct
product of the Software other than in accordance with those Export Laws.
Licensee further agrees to be bound by, and to act in accordance with,
provisions of the CIRRUS LOGIC Terms and Conditions of Sale available at
www.cirrus.com/legal (as updated from time to time), including insofar as they
relate to export/end use restrictions.

8.	GENERAL PROVISIONS

This Agreement is not assignable or sub-licensable by Licensee without the prior
written consent of CIRRUS LOGIC.  CIRRUS LOGIC may sub-license or assign any or
all of its rights and obligations under this Agreement without Licensee’s
consent.  The waiver by either party of a breach of this Agreement shall not
constitute a waiver of any subsequent breach of this Agreement; nor shall any
delay to exercise any right under this Agreement operate as a waiver of such
right.  This Agreement shall be deemed to have been made in, and shall be
construed pursuant to the laws of, the State of Texas without regard to
conflicts of laws provisions thereof.  Both parties hereby consent to the
exclusive jurisdiction of the State of Texas and the locale of Austin therein.
The prevailing party in any action to enforce this Agreement shall be entitled
to recover costs and expenses including, without limitation, attorneys' fees.
The parties agree that  CIRRUS LOGIC and its licensors shall be entitled to
equitable relief in addition to any remedies it may have hereunder or at law.

9.	ENTIRE AGREEMENT

This Agreement and any terms referenced or incorporated herein, constitutes the
entire agreement between Licensee and CIRRUS LOGIC with respect to the Software
provided pursuant to this Agreement and supersedes any other agreement between
Licensee and CIRRUS LOGIC with respect thereto (including terms presented and/or
accepted as part of an installation process), but does not otherwise replace,
modify or cancel any other written agreement between Licensee and CIRRUS LOGIC.
If there is any inconsistency between these terms and those presented as part of
the process to install the Software, these terms will prevail.