By clicking “Agree” below, you agree to be bound by the following terms and conditions in regards to the Cirrus software (and related documentation) you will be permitted to download (the “Software”):
COBRANET SOFTWARE EVALUATION LICENSE AGREEMENT
This CobraNet Software Evaluation License Agreement (“Agreement”) is entered into between Cirrus Logic, Inc., a Delaware Corporation located at 2901 Via Fortuna, Austin, Texas 78746 (“CIRRUS”) and you (“Company”), as of the date the Software is downloaded by you, with respect to such certain Software for use in connection with a CIRRUS product.
1. GRANT AND TERM OF LICENSE. In exchange for and subject to the terms, conditions, and limitations of this Agreement, CIRRUS grants to Company a personal, non-exclusive, non-transferable license (“License”) to install and internally use the Software in connection with a CIRRUS product for an evaluation period of ninety (90) days from the date the Software is downloaded by Company. The 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 limitations set forth in this Agreement; (c) upon notice from CIRRUS of termination of the license; or (d) upon Company’s license of the Software (at which time Company’s rights and obligations regarding the Software will be set forth in a separate software license agreement). The Parties hereto may, solely at CIRRUS’s discretion, renew the evaluation license for an additional period that shall be determined by CIRRUS at that time. Should renewal be granted by CIRRUS, the terms, conditions and limitations of this Agreement shall continue to govern the license granted.
2. RESTRICTIONS. The Software is provided solely for Company’s internal evaluation of Cirrus’s semiconductor devices and Software, and Company agrees not to use the Software for any other purpose. Supply of this product does not convey a license nor imply any rights to use the Software in any finished end user or ready-to-use final product. An independent license for such use is required. The Software may be used in connection with a Cirrus product. Company may make one copy of the Software solely for backup purposes. Company may not transfer or sublicense, either temporarily or permanently, any right to use the Software under this Agreement, unless receiving prior written consent from CIRRUS to do so. Company agrees not to: i) otherwise copy the Software; ii) modify, decompile, disassemble, translate or reverse engineer the Software in whole or in part; iii) encumber, time share, rent, lease, localize, or port the Software; or, iv) manufacture or create derivative works of the Software, or grant anyone a license to engage in similar conduct. If Company requests support during the evaluation period, CIRRUS has the right to charge for its service on a time and material basis, but CIRRUS has no obligation to provide any such support.
3. TERMINATION. Within ten (10) days of the termination of the License, Company agrees that it will return to CIRRUS all copies of the Software provided to Company by CIRRUS, or, upon the written permission of CIRRUS, 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, an officer of Company will certify in writing that it has complied with this provision and has not retained any copies of the Software.
4. OWNERSHIP, RIGHTS AND DUTIES. CIRRUS and/or its licensors own the Software, and all proprietary rights with respect to the Software. 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, or any modifications to the Software, shall be and remain in CIRRUS and/or its licensors. By entering this Agreement, Company does not become the owner of the Software, but Company does have the right to use the Software in accordance with the terms and conditions of this Agreement. Company agrees to use its best efforts and 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.
5. CONFIDENTIALITY. Company acknowledges that in the course of using or evaluating the Software, Company may obtain information relating to the Software and/or CIRRUS (“Proprietary Information”). Such Proprietary Information shall belong solely to CIRRUS and includes, but is not limited to: the design, code, architecture, features, functions and modes of operation of the Software; 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 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; (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 to only those employees, consultants or contractors as are necessary for the evaluation of the Software, and only after such employees, consultants or contractors have agreed in writing to be bound by provisions similar to the terms of this Agreement.
6. NO WARRANTIES OR LIABILITIES. COMPANY EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE SOFTWARE IS PROVIDED BY CIRRUS “AS IS” WITHOUT ANY WARRANTIES WHATSOEVER AND THAT COMPANY’S INSTALLATION, OPERATION AND USE OF THE SOFTWARE IS AT COMPANY’S OWN RISK. CIRRUS MAKES NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, GOOD TITLE, NONINFRINGEMENT, OR SATISFACTORY QUALITY OR PERFORMANCE OR ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. CIRRUS 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 RESULTS PRODUCED BY, OR FAILURES, DELAYS OR INTERRUPTIONS OF THE SOFTWARE . CIRRUS 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 OR INABILITY TO USE THE SOFTWARE, OR ANY DECISION MADE OR ACTION TAKEN BY COMPANY IN RELIANCE ON THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH COMPANY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF WARRANTIES OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO COMPANY. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EVALUATION PERIOD.
7. EXPORT RESTRICTIONS. Company acknowledges that the Software is subject to the export control laws and regulations of the United States of America. 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; or (iii) to anyone who has been prohibited from participating in the U.S. export transactions by any federal agency of the U.S. government. Company further acknowledges that the Software may include technical data that is also subject to export and re-export restrictions imposed by U.S. law.
8. GENERAL PROVISIONS. This Agreement is not assignable, transferable or sublicensable by Company without the prior written consent of CIRRUS, and any attempt to do so shall be void. 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 U.S. mail, postage prepaid to the respective addresses of the parties as set forth above. 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’s proprietary rights in the Software would cause irreparable injury to CIRRUS for which monetary damages would not be an adequate remedy and that CIRRUS shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law.
9. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between Company and CIRRUS with respect to the Software provided pursuant to this Agreement and supersedes any other agreement between Company and CIRRUS with respect to thereto, but does not otherwise replace, modify or cancel any other agreement between Company and CIRRUS.
NOTE: In order to distribute the Software you will need to sign a Cirrus Logic Distribution License which can be obtained by contacting Cirrus Logic.