Accept License Agreement

Before downloading this file, you must agree to the terms below:
Parties (1) XMOS Limited, incorporated and registered in England and Wales with company number 5494985 whose registered office is 107 Cheapside, London, EC2V 6DN (XMOS). (2) [full-company-name], incorporated and registered in [country-of-inc] with company number [company-number] whose registered office is at [registered-office-address] (Customer). 1. Definitions 1. "Licence" means this Software Licence and any schedules or annexes to it. "Licence Fee" means the fee for the XMOS Software as detailed in the Schedule. "Licensee Modifications" means all developments and modifications of the XMOS Software developed independently by the Customer. "XMOS Modifications" means all developments and modifications of the XMOS Software developed or co-developed by XMOS. "XMOS Hardware" means any XMOS hardware devices supplied by XMOS from time to time and/or the particular XMOS devices detailed in the Schedule. "XMOS Software" means the XMOS software detailed in the Schedule, (including related programmer comments and documentation, if any) and error corrections, improvements, modifications (including XMOS Modifications) and updates. 2. The headings in this Licence do not affect its interpretation. Save where the context otherwise requires, references to clauses and schedules are to clauses and schedules of this Licence. 3. Unless the context otherwise requires: 1. references to the Supplier and the Customer include their permitted successors and assigns; 2. references to statutory provisions include those statutory provisions as amended or re-enacted; and 3. references to any gender include all genders. 4. Words in the singular include the plural and in the plural include the singular. 2. Licence XMOS grants the Customer a non-exclusive licence to use, develop and modify the XMOS Software with, or for the purpose of being used with, XMOS Hardware. 3. Consideration In consideration of the mutual obligations contained in this Licence, the parties agree to its terms. 4. Term Subject to clause 12 below, this Licence shall be perpetual. 5. Restrictions on Use 1. The Customer may distribute the XMOS Software (in object code only) subject to clause 2. 2. The Customer may not sell, distribute, lease or sublicense the XMOS Software as standalone software, whether as object or source code. The Customer will adhere to all applicable import and export laws and regulations of the country in which it resides and of the United States and United Kingdom, without limitation. The Customer agrees that it is its responsibility to obtain copies of and to familiarise itself fully with these laws and regulations to avoid violation. 6. Modifications 1. The Customer will own all intellectual property rights in the Licensee Modifications but will undertake to provide XMOS with any fixes made to correct any bugs found in the XMOS Software on a non-exclusive, perpetual and royalty free licence basis. 2. XMOS will own all intellectual property rights in the XMOS Modifications. 3. The Customer may only use the Licensee Modifications and XMOS Modifications on, or in relation to, XMOS Hardware. 7. Support 1. Support of the XMOS Software may be provided by XMOS pursuant to a separate support agreement (the "XMOS Support Agreement"). In the absence of a separate support agreement, support may be found via the XMOS website. 8. Warranty and Disclaimer The XMOS Software is provided "AS IS" without a warranty of any kind. XMOS and its licensors' entire liability and Customer's exclusive remedy under this warranty to be determined in XMOS's sole and absolute discretion, will be either (a) the corrections of defects in media or replacement of the media, or (b) the refund of the licence fee paid (if any). Whilst XMOS gives the Customer the ability to load their own software and applications onto XMOS devices, the security of such software and applications when on the XMOS devices is the Customer's own responsibility and any breach of security shall not be deemed a defect or failure of the hardware. XMOS shall have no liability whatsoever in relation to any costs, damages or other losses Customer may incur as a result of any breaches of security in relation to your software or applications. XMOS AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY/ SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID UNDER APPLICABLE LAW. 9. High Risk Activities The XMOS Software is not designed or intended for use in conjunction with on-line control equipment in hazardous environments requiring fail-safe performance, including without limitation the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, life support machines, or weapons systems (collectively "High Risk Activities") in which the failure of the XMOS Software could lead directly to death, personal injury, or severe physical or environmental damage. XMOS and its licensors specifically disclaim any express or implied warranties relating to use of the XMOS Software in connection with High Risk Activities. 10. Liability TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, NEITHER XMOS NOR ITS LICENSORS SHALL BE LIABLE FOR ANY LOST REVENUE, BUSINESS, PROFIT, CONTRACTS OR DATA, ADMINISTRATIVE OR OVERHEAD EXPENSES, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY ARISING OUT OF THIS LICENCE, EVEN IF XMOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall XMOS's liability to the Customer whether in contract, tort (including negligence), or otherwise exceed the Licence Fee. Customer agrees to indemnify, hold harmless, and defend XMOS and its licensors from and against any claims or lawsuits, including attorneys' fees and any other liabilities, demands, proceedings, damages, losses, costs, expenses fines and charges which are made or brought against or incurred by XMOS as a result of your use or distribution of the Licensee Modifications or your use or distribution of XMOS Software other than in accordance with the terms of this Licence. 11. Ownership The copyrights and all other intellectual and industrial property rights for the protection of information with respect to the XMOS Software (including the methods and techniques on which they are based) are retained by XMOS and/or its licensors. Nothing in this Agreement serves to transfer such rights. Consequently, subject to Clause 5, Customer may not sell, mortgage, underlet, sublease, sublicense, lend or transfer possession of the XMOS Software in any way whatsoever to any third party who is not bound by this Agreement. 12. Termination 1. Either party may terminate this Licence at any time on written notice to the other if the other: 1. is in material or persistent breach of any of the terms of this Licence and either that breach is incapable of remedy, or the other party fails to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach; or 2. is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction. 2. Termination by either party in accordance with the rights contained in clause 12 shall be without prejudice to any other rights or remedies of that party accrued prior to termination. 3. On termination for any reason: 1. all rights granted to the Customer under this Licence shall cease; 2. the Customer shall cease all activities authorised by this Licence; 3. the Customer shall immediately pay to the Supplier any sums due to the Supplier under this Licence; and 4. the Customer shall immediately destroy or return to the Supplier (at the Supplier´s option) all copies of the XMOS Software then in its possession, custody or control and, in the case of destruction, certify to the Supplier that it has done so. 4. Clauses 8, 9, 10 and 11 shall survive any effective termination of this Agreement. 13. Third party rights No term of this Licence is intended to confer a benefit on, or to be enforceable by, any person who is not a party to this licence. 14. Confidentiality and publicity 1. Each party shall, during the term of this Licence and thereafter, keep confidential all, and shall not use for its own purposes nor without the prior written consent of the other disclose to any third party any, information of a confidential nature (including, without limitation, trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party, unless such information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this licence, or subsequently comes lawfully into the possession of such party from a third party. 2. The terms of this licence are confidential and may not be disclosed by the Customer without the prior written consent of XMOS. 3. The provisions of clause 14 shall remain in full force and effect notwithstanding termination of this licence for any reason. 15. Entire agreement This Licence and the documents annexed as appendices to this Licence or otherwise referred to herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter. 16. Assignment The Customer shall not assign this Licence or any of the rights granted under it without XMOS's prior written consent. 17. Governing law and jurisdiction This Licence shall be governed by and construed in accordance with English law and each party hereby submits to the non-exclusive jurisdiction of the English courts. This Licence has been entered into on the date stated at the beginning of it. Schedule Xmos Software: XMOS USB Audio 2.0