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182 lines
11 KiB
182 lines
11 KiB
Use, distribution, or reproduction of this CIRRUS LOGIC software is governed by |
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the terms of this Agreement. Any use, distribution or reproduction of this |
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CIRRUS LOGIC software constitutes your acceptance of the following terms and |
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conditions. |
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1. DEFINED TERMS |
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“CIRRUS LOGIC” means either Cirrus Logic, Inc., a Delaware Corporation (for |
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licensees based in the United States), or Cirrus Logic International (UK) Ltd, a |
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company registered in Scotland (for licensees based outside the United States). |
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“Licensee” means the party which has accepted these terms, including by |
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distributing, reproducing and/or using the Software. |
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“Software” means software provided to Licensee in binary code form, that runs or |
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is intended to run on a processor embedded in an end product (and related files |
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and documentation) (“Software”). |
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2. GRANT OF LICENSE |
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a. Subject to the terms, conditions, and limitations of this Agreement, CIRRUS |
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LOGIC grants to Licensee a non-exclusive , non-transferable license (the |
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“License”) to (i) use and integrate the Software with other software, and (ii) |
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reproduce and distribute the Software in its complete and unmodified form, |
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provided all use of the Software is in connection with CIRRUS LOGIC |
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semiconductor devices. These license rights do not automatically extend to any |
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third-party software within the Software for which a separate license is |
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required to enable use by the Licensee. Licensee must agree applicable license |
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terms with the relevant third-party licensors to use such software. |
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b. Licensee (i) shall not remove or obscure any copyright and/or trademark |
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notices from the Software, and (ii) shall maintain and reproduce all copyright |
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and other proprietary notices on any copy in the same form and manner that such |
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notices are included on the Software (except if the Software is embedded such |
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that it is not readily accessible to an end user). |
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c. Licensee may not make any modifications to the Software and may only |
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distribute the Software under the terms of this Agreement. Recipients of the |
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Software must be provided with a copy of this Agreement. |
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3. TERMINATION |
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a. This Agreement will automatically terminate if Licensee does not comply with |
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its terms. |
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b. In the event of termination: |
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i. Licensee must destroy all copies of the Software (and parts thereof), and all |
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Proprietary Information (as defined below), including any original, backup, or |
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archival copy that Licensee may have installed, downloaded, or recorded on any |
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medium. Upon written request from CIRRUS LOGIC, Licensee will certify in |
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writing that it has complied with this provision and has not retained any copies |
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of the Software or any Proprietary Information; |
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ii. the rights and licenses granted to Licensee under this Agreement will |
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immediately terminate; |
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iii. all rights and obligations under this Agreement which by their nature |
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should survive termination, will remain in full force and effect. |
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4. OWNERSHIP, RIGHTS, USE LIMITATIONS, AND DUTIES |
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a. CIRRUS LOGIC and/or its licensors own all proprietary rights in the Software. |
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Whilst this Agreement is in effect, Licensee hereby covenants that it will not |
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assert any claim that the Software infringes any intellectual property rights |
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owned or controlled by Licensee. |
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b. Other than as expressly set forth in this Agreement, CIRRUS LOGIC does not |
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grant, and Licensee does not receive, any ownership right, title or interest in |
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any intellectual property rights relating to the Software, nor in any copy of |
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any part of the foregoing. No license is granted to Licensee in any human |
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readable code of the Software (source code). |
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c. Licensee shall not (i) use, license, sell or otherwise distribute the |
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Software except as provided in this Agreement, (ii) attempt to modify in any |
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way, reverse engineer, decompile or disassemble any portion of the Software; or |
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(iii) use the Software or other material in violation of any applicable law or |
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regulation. |
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d. The Software is not intended or authorized for use in or with products for |
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which CIRRUS LOGIC semiconductor devices are not designed, tested or intended, |
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as detailed in the CIRRUS LOGIC Terms and Conditions of Sale, available at |
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www.cirrus.com/legal (as the same may be updated from time to time), which shall |
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apply to Licensee’s use of Software, insofar as relevant thereto. |
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e. CIRRUS LOGIC may require Licensee to cease using a version of the Software, |
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and may require use of an updated version, where (a) a third-party has claimed |
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that the Software infringes its intellectual property rights, and/or (b) for |
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technical reasons CIRRUS LOGIC is no longer able to permit ongoing use of the |
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version of the Software being used by Licensee. |
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f. If Licensee requests support, CIRRUS LOGIC has no obligation to provide any |
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such support but if it agrees to do so any such support will be on a reasonable |
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efforts basis. |
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g. Licensee shall keep complete and accurate records of its use of the Software |
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and shall, on request, promptly provide to CIRRUS LOGIC a certificate evidencing |
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the extent of such use. |
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5. CONFIDENTIALITY |
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a. Licensee may obtain or be provided with information relating to the Software, |
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including in documentation provided to it (“Proprietary Information”). Such |
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Proprietary Information shall belong solely to CIRRUS LOGIC and/or its |
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affiliates (or, as the case may be, relevant third parties). |
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b. During and after the term of this Agreement, Licensee agrees to maintain all |
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such Proprietary Information in strict confidence and to not use (except as |
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expressly authorized in this Agreement), disclose, or provide any third-party |
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with access to any Proprietary Information except under a written agreement with |
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terms at least as protective as the terms of this Agreement. Licensee also |
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agrees to exercise the same degree of care and diligence as it uses in respect |
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of its own confidential and proprietary information when dealing with CIRRUS |
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LOGIC Proprietary Information, and in any event no less than reasonable care and |
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diligence. |
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c. Information will not be considered Proprietary Information if (i) it becomes |
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public knowledge other than through any act or omission constituting a breach of |
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the Licensee’s obligations under this Agreement; (ii) the Licensee can prove it |
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was already in the Licensee’s possession and at its free disposal before the |
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disclosure hereunder; and (iii) it was received in good faith from a third party |
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having no obligation of confidentiality and which is free to disclose such |
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Confidential Information |
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6. NO WARRANTIES OR LIABILITIES |
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LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE SOFTWARE IS PROVIDED BY |
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CIRRUS LOGIC “AS IS” WITHOUT ANY WARRANTIES WHATSOEVER AND THAT THE |
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INSTALLATION, OPERATION AND USE OF THE SOFTWARE IS AT LICENSEE’S OWN RISK. |
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CIRRUS LOGIC MAKES NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, AND EXPRESSLY |
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DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR |
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PURPOSE, GOOD TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY OR PERFORMANCE OR |
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WHICH MAY ARISE FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. CIRRUS LOGIC |
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PROVIDES NO WARRANTY THAT THE SOFTWARE IS FREE FROM DEFECTS OR CHARACTERISTICS |
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THAT COULD CAUSE VULNERABILITY TO CYBER-ATTACK, DATA BREACH OR PRIVACY |
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VIOLATIONS. CIRRUS LOGIC SHALL IN NO EVENT BE LIABLE TO LICENSEE OR ANYONE ELSE |
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FOR ANY LOSS, INJURY OR DAMAGE CAUSED IN WHOLE OR PART BY THE INSTALLATION, |
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OPERATION OR USE OF THE SOFTWARE, LICENSEE’S INCORRECT USE OF THE SOFTWARE |
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INCLUDING ANY FAILURE TO PROPERLY INSTALL ANY UPDATES TO THE SOFTWARE OR OTHER |
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SOFTWARE WITH WHICH THE SOFTWARE OPERATES OR WHICH IT UPDATES, OR IS INTENDED TO |
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OPERATE WITH OR UPDATE, OR THE RESULTS PRODUCED BY, OR FAILURES, DELAYS, OR |
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INTERRUPTIONS OF THE SOFTWARE. WITHOUT LIMITING THE FOREGOING GENERALITY, |
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CIRRUS LOGIC SHALL IN NO EVENT BE LIABLE WITH RESPECT TO ANY INTELLECTUAL |
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PROPERTY INFRINGEMENT CLAIMS WHICH ARISE FROM, OR IN ANY WAY RELATE TO, USE OF |
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THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS RELATING TO HAPTICS ON A |
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COMPONENT OR SYSTEM LEVEL. CIRRUS LOGIC AND ITS LICENSORS SHALL IN NO EVENT BE |
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LIABLE TO LICENSEE OR ANYONE ELSE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL OR |
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SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS ARISING OUT OF OR |
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RELATING TO THE INSTALLATION, OPERATION OR USE OF THE SOFTWARE. BECAUSE SOME |
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JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR |
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TYPES OF CLAIM OR LOSS THEN IN SUCH INSTANCES THE ABOVE EXCLUSIONS SHALL BE |
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INTERPRETED TO APPLY TO THE EXTENT PERMITTED BY LOCAL LAW. SUBJECT TO THE |
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FOREGOING, THE TOTAL LIABILITY OF CIRRUS LOGIC AND ITS LICENSORS TO LICENSEE |
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UNDER THIS AGREEMENT, AND/OR ARISING FROM, OR IN CONNECTION WITH, THE USE OF (OR |
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INABILITY TO USE) THE SOFTWARE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING |
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NEGLIGENCE), QUASI TORT, OR OTHERWISE SHALL NOT EXCEED THE LICENSE FEES (IF ANY) |
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PAID BY LICENSEE FOR THE SOFTWARE THAT GAVE RISE TO THE CLAIM, OR TEN THOUSAND |
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U.S. DOLLARS (U.S. $10,000), WHICHEVER IS GREATER. |
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7. EXPORT AND END USE RESTRICTIONS |
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Licensee acknowledges that the Software is subject to United States and other |
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applicable export related laws and regulations (“Export Laws”). Licensee |
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agrees that it may not export, re-export or transfer the Software or any direct |
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product of the Software other than in accordance with those Export Laws. |
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Licensee further agrees to be bound by, and to act in accordance with, |
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provisions of the CIRRUS LOGIC Terms and Conditions of Sale available at |
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www.cirrus.com/legal (as updated from time to time), including insofar as they |
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relate to export/end use restrictions. |
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8. GENERAL PROVISIONS |
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This Agreement is not assignable or sub-licensable by Licensee without the prior |
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written consent of CIRRUS LOGIC. CIRRUS LOGIC may sub-license or assign any or |
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all of its rights and obligations under this Agreement without Licensee’s |
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consent. The waiver by either party of a breach of this Agreement shall not |
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constitute a waiver of any subsequent breach of this Agreement; nor shall any |
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delay to exercise any right under this Agreement operate as a waiver of such |
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right. This Agreement shall be deemed to have been made in, and shall be |
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construed pursuant to the laws of, the State of Texas without regard to |
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conflicts of laws provisions thereof. Both parties hereby consent to the |
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exclusive jurisdiction of the State of Texas and the locale of Austin therein. |
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The prevailing party in any action to enforce this Agreement shall be entitled |
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to recover costs and expenses including, without limitation, attorneys' fees. |
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The parties agree that CIRRUS LOGIC and its licensors shall be entitled to |
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equitable relief in addition to any remedies it may have hereunder or at law. |
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9. ENTIRE AGREEMENT |
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This Agreement and any terms referenced or incorporated herein, constitutes the |
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entire agreement between Licensee and CIRRUS LOGIC with respect to the Software |
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provided pursuant to this Agreement and supersedes any other agreement between |
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Licensee and CIRRUS LOGIC with respect thereto (including terms presented and/or |
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accepted as part of an installation process), but does not otherwise replace, |
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modify or cancel any other written agreement between Licensee and CIRRUS LOGIC. |
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If there is any inconsistency between these terms and those presented as part of |
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the process to install the Software, these terms will prevail.
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