License agreements

  • By downloading and/or using any firmware or software from this website you are agreeing that you have authority to:

    1. bind the licensee (as defined below); and
    2. that the licensee agrees to be bound by these licence terms and conditions; and If the licensee does not wish to be bound by these terms and conditions, we will not licence the development kit to you and you must not download or use the VocalFusion software or use the development kit.

    This licence agreement (“Agreement”) is a legal agreement between you (acting in your individual capacity or on behalf of a legal entity) (“Licensee” or “you”)and XMOS LIMITED Company No. 05494985 of 9th Floor, 107 Cheapside, London, EC2V 6DN (“XMOS”, “us” or ”we”).

    The Agreement relates to the Development Kit which consists of the Devices defined below, which have been or will be supplied to the Licensee by XMOS under separate terms, and the Software, for installation on the Devices, the Third-Party Software and documentation, all capitalised terms as defined below (collectively known as the “Development kit”).

    To load the Software to the Devices, Licensee will need to download and install certain XMOS Tools, available at 1m2n3b4v.xmos.com.

    DEFINITIONS

    Devices: means the xCORE VocalFusion boards produced by XMOS.

    Feedback: has the meaning given to it in clause 8.

    Purpose: has the meaning given to it in clause 1.

    Software: means the software downloaded by the User from this website, which includes the Third Party Software, customised for the Devices and any Updates.

    Third Party Software: means the proprietary BeClear software owned by Philips International BV and proprietary TrulyHandsFree software owned by Sensory Inc and their respective updates, if any.

    Updates: means any updates to the Software or Third-Party Software which XMOS makes available via 1m2n3b4v.xmos.com and which a User can download and install with the XMOS tools available on the site.

    User(s): shall mean you, the Licensee, or any employee of the licensee who hasagreed to be bound by this Agreement and that registers on the XMOS website (1m2n3b4v.xmos.com)

    XMOS Confidential Information: has the meaning at clause 4.

    IMPORTANT NOTICE TO ALL USERS:

    This agreement assumes that we have already made the devices available to licensee.

    Licensee will be given a user name when it registers on the XMOS website at 1m2n3b4v.xmos.com. Licensee will not be able to download the software unless it has a valid user name.

    1. Scope of use

    In consideration of Licensee agreeing to be bound by the terms of this Agreement, XMOS grants Licensee a non-exclusive, royalty free, non-transferable, non-sublicensable, licence to download the Software, install it on the Devices and use the Development kitworldwide solely for evaluating the Development kit, on the terms of this Agreement (the “Purpose”). No commercial right or licence is granted. Licensee may:

    1. install and use the Development kitfor its personal purposes (if Licensee is a consumer), or its internal business purposes (if Licensee is a business), only for Licensee’s sole use;
    2. transfer the Development kit to other Users. This shall not include third parties, consultants and/or external advisors, vendors, manufacturers or suppliers, who should obtain a separate licence agreement;
    3. transfer the Development kitfrom one computer to another provided the transfer is solely for Licensee’s use or pursuant to clause 1 (2);
    4. make copies of the Development kit for back-up purposes only in conjunction with the Purpose;
    5. use any documents and make copies of the documents as are reasonably necessary for the Purpose.
    1. Restrictions

    Except as expressly set out in this Agreement or as permitted by any local law, Licensee undertakes:

    1. not to copy or reproduce the Development kit (or any part thereof) except where such copying is incidental or necessary for back-up or in accordance to clause 1 (4);
    2. not to sell, distribute, sublicense, transfer or make available in any manner or means the Development kitto any third party (whether as part of Licensee’s products or on a standalone basis;
    3. not to alter, modify, adapt, translate, disassemble, decompile, reverse-engineer, reverse assemble, attempt to derive source code or algorithm nature of the Development kitor create derivative works based on the whole or any part of the Development kitnor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Development kitwith another software program and/or Devices, and provided that the information obtained by Licensee during such activities:
      1. is used only for the purpose of achieving inter-operability of the Development kit with such other software program and/or the Devices; and
      2. is not disclosed or communicated to any third party;
      3. and is not used to create any software or Developmentkit which are substantially similar to the Development kit. Provided the above shall not prevent Licensee un-mounting the Devices from the mounting plate solely for the Purpose.
    4. not decode, de-crypt, turn off, remove, circumvent or neutralise any security measures or protection within the Development kit;
    5. not to remove any copyright notices and to include all copyright notices on all entire and partial copies Licensee makes of the Development kiton any medium and refer to this Agreement in such copies;
    6. not to attempt to learn information about the internal architecture, algorithms, design, operation, manufacture, features or functionalities of the Development kitbeyond that information provided by XMOS;
    7. not to produce its own version of the Third-Party Software;
    8. not to perform any action with regard to the Third-Party Software in a manner that would require the Third-Party Software or any derivative works thereof, to be licensed under any open source terms. Such actions shall include:
    9. combining the Third-Party Software or any derivative work thereof with any open source software, by means of incorporation or linking or otherwise; and
      1. using open source software to create a derivative work of the Third-Party Software;
      2. not making any representations, warranties or guarantees in relation to the Development kit or on behalf of XMOS or any of its licensors in relation to the Development Kit, Devices or any part(s) therein;
    10. not using the Software or Third-Party Software, other than in conjunction with the Development Kit.
    1. Intellectual property rights

    XMOS does not sell, but it licenses the Development kitto the Licensee on the terms of this Agreement. Licensee acknowledges that, all intellectual property rights in the Development kit (including in the Third-Party Software) anywhere in the world belong to XMOS or its licensors.  Save as expressly stated herein all such intellectual property rights are expressly reserved and the disclosure under this Agreement shall not confer on Licensee any intellectual property or other rights in relation to the Development kit and/or XMOS Confidential Information. Without limitation, all intellectual property rights that are owned or controlled by XMOS at the commencement of this Agreement shall remain under the ownership or control of XMOS. Licensee shall not use any trademarks, names or marks of XMOS, its licensors (including of any Third-Party Software) without prior written agreement of XMOS or its licensors.

    1. Support

    For the avoidance of doubt, XMOS shall have no obligation to provide support for the Development kit.

    1. Confidentiality

    Licensee will at all times maintain appropriate physical security of the Development kit.The Development kit and its use, including knowledge of or information about pre‐release features, capabilities, any findings, Feedback, features, errata or problems encountered by Licensee through use of the Development kit (including knowledge or information gained through the use of any test and measurement equipment) and any information derived from the use of the Development kit are hereby deemed “XMOS Confidential Information”. Licensee may not disclose any XMOS Confidential Information to any third party without prior written approval from XMOS. Licensee shall not copy, adapt, or otherwise reproduce the XMOS Confidential Information save as strictly necessary for the purposes of the Purpose. Licensee undertakes that it will respect and preserve the confidentiality of the XMOS Confidential Information indefinitely after the date of such disclosure, and such undertaking shall continue beyond termination of this Agreement.  Licensee shall not use the XMOS Confidential Information for any commercial, industrial or other purpose other than the Purpose. Licensee may disclose the XMOS Confidential Information or any part thereof, with the prior consent of XMOS, to any employee of Licensee who needs access to the Development kitand the XMOS Confidential Information in connection with the Purpose.  In such an event Licensee agrees to ensure, before such disclosure, that the employee in question is made aware of the confidential nature of the XMOS Confidential Information and understands that he/she is bound by conditions of secrecy no less strict than those set out here. Licensee agrees to monitor the use of the XMOS Confidential Information by these employees and to enforce their obligations of confidence at the request of XMOS. The obligations contained in this clause shall not apply, or shall cease to apply, to such part of the Development kit and the XMOS Confidential Information as the Licensee can show to the reasonable satisfaction of XMOS:

    1. has become public knowledge other than through the fault of Licensee or an employee;
    2. was already known to Licensee prior to disclosure to it by XMOS;
    3. is subject to a valid court order, provided Licensee:
      1. promptly notifies XMOS of the pending disclosure subject to such valid order in writing and gives XMOS the opportunity to obtain a protective order or otherwise to protect the confidentiality of the XMOS Confidential Information; and
      2. minimises the amount of XMOS Confidential Information which is disclosed under the valid court order, whilst still complying with such court order; or
    4. has been received from a third party who has not breached any duty or obligation of confidence.
    1. Development kit features and capabilities

    The Development kitmay include pre‐release features, capabilities or errata which may not be available or accessible in XMOS’s commercial versions. XMOS makes no warranty or otherwise to release a commercial version of the Development kit. Inclusion of any features or capabilities, or development or support of a commercial version of the Development kit, is at XMOS’s sole discretion.

    1. Regulatory compliance and instructions.

    Licensee understands that the Development kitor portions thereof may not have received all regulatory approvals required by governmental authorities and standards organizations for finished products. Licensee is responsible for ascertaining and complying with all applicable governmental regulations for the use of the Development kitin the appropriate jurisdiction. To the extent XMOS provides notice to the Licensee of additional instructions regarding labelling or use of the Development kit, Licensee will strictly comply with all such instructions.

    1. Feedback

    LICENSEE IS NOT OBLIGED TO PROVIDE ANY FEEDBACK TO XMOS. If Licensee wishes to assist XMOS in identifying problems with and making improvements to the Development kit, Licensee may (at its sole discretion) provide suggestions, comments, or other feedback, including bugs, errors or other problems discovered during the evaluation or use of the Development kit(“Feedback”). If Licensee provides Feedback it grants to XMOS a non‐exclusive, irrevocable, worldwide, royalty‐free, perpetual licence under Licensee’s intellectual property rights to display, perform, copy, distribute, make, have made, make derivative works, use, amend, alter, sell, offer to sell, export and import Feedback within XMOS products, without reference to Licensee as the source and to use such Feedback within new versions of the Development kitand any associated products.

    1. Warranties & disclaimers.

    XMOS has the right to enter this Agreement and to grant the licence granted in this Agreement. Save as provided above, theDevelopment kitis provided “As Is” for evaluation purpose only. XMOS is under no obligation to provide updates, upgrades, support, or maintenance of any kind under this Agreement. XMOS disclaims any and all warranties and guarantees, express, implied or otherwise, arising with respect to the Development kit, including but not limited to the warranty of merchantability, the warranty of fitness for a particular purpose, and any warranty of non-infringement of third-party intellectual property rights. XMOS neither assumes nor authorises any person to assume for it any other liability. Licensee will use the Development kitat its own risk.

    1. Limitation of liability.

    To the extent not prohibited by applicable law, neither XMOS nor its licensors shall be liable for any lost revenue, profit, contracts or data, loss of business opportunity or damage to reputation, or for special, indirect, consequential, incidental or punitive damages however caused and regardless of theory of liability arising out of the use of or inability to use the Development kit (or any part thereof), even if XMOS has been advised of the possibility of such damages. In no event shall XMOS’ liability whether in contract, tort (including negligence), or otherwise exceed any fees paid by licensee for the Development kit. Licensee 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 relating thereto, that arise or result from licensee’s use of the Development kit.

    XMOS shall not under any circumstances whatsoever be liable to Licensee, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement for: loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; loss or corruption of data or information; loss of business opportunity, goodwill or reputation; or any indirect or consequential loss or damage.

    Nothing in this Agreement shall limit or exclude our liability for death or personal injury resulting from XMOS’ negligence; fraud or fraudulent misrepresentation; any other liability that cannot be excluded or limited by English law.

    This Agreement sets out the full extent of XMOS’ obligations and liabilities in respect of the supply of the Development kit. Except as expressly stated in this Agreement, there are no conditions, warranties, representations or other terms, express or implied, that are binding on XMOS.  Any condition, warranty, representation or other term concerning the supply of the Development kitwhich might otherwise be implied into, this Agreement whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

    Notwithstanding the above, in the event of any claim for damages against XMOS under or in connection with this Agreement, such claim must be filed within twelve (12) months from the date of the event giving rise to such claim and XMOS shall not be liable for any claim for damages or otherwise whatsoever brought or filed after the aforementioned period.

    1. High risk activities

    The Development kit is not designed or intended for use in conjunction with high risk, critical applications or technology and 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 Development kit(or derived works from the use of the Development kit) 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 Development kit in connection with high risk activities.

    1. Export

    Licensee shall use the Development kit in accordance with export control laws and regulations applicable to the goods, countries and persons or entities that it is trading in or with. Licensee represents and undertakes that the Development kitwill not be exported or re-exported to any person or country prohibited under European or US export control laws and regulations. Licensee shall indemnify XMOS against any claim for damages resulting from its conduct in contravention of the aforementioned export control laws and regulations.  If delivery of the Development kit, is subject to the granting of an export or import license or end-use statement by a government and/or any governmental authority under any applicable law or regulation, or otherwise restricted or prohibited due to export or import control laws or regulations, Licensee shall contact XMOS immediately and provide full details immediately.   Licensee shall indemnify XMOS against any claim for damages resulting from its failure to comply with the aforementioned export control laws and regulations.

    1. Termination

    XMOS may terminate this Agreement immediately by written notice if Licensee commits a material or persistent breach of this Agreement. If such material or persistent breach is capable of remedy, XMOS shall give 7 days’ written notice requiring remedy and in the event such breach fails to be remedied to XMOS’ satisfaction, XMOS may terminate the licence and this Agreement immediately on providing Licensee no less than 7 days’ notice. XMOS may also terminate this Agreement:

    1. immediately on written notice to Licensee in the event a creditor or other claimant takes possession of, or a receiver, administrator or similar officer is appointed over any of the assets of Licensee;
    2. immediately on written notice to Licensee in the event Licensee is subject to any voluntary arrangement with its creditors (other than for the purposes of solvent re-organisation) or becomes subject to any court or administration order or similar pursuant to any bankruptcy or insolvency law;
    3. on giving Licensee 7 days prior written notice at any time. Upon termination of this Agreement for any reason:
      1. all rights granted to Licensee under this Agreement shall cease;
      2. Licensee must immediately cease all activities authorised by this Agreement; and
      3. Licensee must immediately delete or remove the Development kitfrom all computer equipment in its possession, and immediately destroy or return to XMOS (at XMOS’ option) all copies of the Development kitand any documents then in its possession, custody or control and, in the case of destruction, certify to XMOS that Licensee has complied with the above.
    1. General

    In the event of conflict, the terms of this Agreement shall prevail over any terms of supply, purchase order or other terms unless expressly stated (and unless express reference to this Agreement is made to the contrary). XMOS may, at any time, assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement, provided that it gives prior written notice of such dealing to Licensee. Licensee shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement. This Agreement and any document expressly referred to in it constitute the entire agreement between Licensee and XMOS. Licensee acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of XMOS, which is not set out in this Agreement or any document expressly referred to in it. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.  A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy. XMOS address for notices is: Queen’s Quay, 33-35 Queen Square, Bristol, BS1 4LU marked for the attention of CFO. If XMOS needs to communicate with Licensee, it shall contact Licensee at the address provided to XMOS in any order information or at Licensee’s principle place of business, marked for the attention of Legal/CEO. Notice shall be deemed received as follows: on the day delivered if personally delivered during normal business hours; and on the 5th business day following mailing by first class certified mail (or the equivalent) postage prepaid, addressed to the parties as above. Each party may change its address for notice or its designated recipient by informing the other party in writing of such change. The parties shall attempt in good faith to resolve any disputes.  Any dispute relating to the performance by either party of its obligations under this Agreement (but excluding any dispute regarding breach of confidentiality or which may require Injunction Relief below) shall be referred in the first instance to a designated management representative of each party for resolution. If the management representatives cannot reach a mutually acceptable resolution within fourteen (14) days of referral, the dispute may be referred to arbitration at the agreement of the parties. To the extent that a breach of this Agreement by Licensee may result in irreparable damage to XMOS or its licensors, where XMOS and/or its licensors will not have an adequate remedy at law, in addition to any other remedies and damages available, Licensee acknowledges and agrees that XMOS and/or its licensors may immediately seek enforcement of this Agreement by means of specific performance or injunction. Both parties shall comply with all national, state, and local laws and regulations governing the use of the Development Kit in accordance with the terms of this Agreement. XMOS shall not be held liable to Licensee for any failure to fulfil its obligations under this Agreement, if such failure is due to acts of God, acts of civil or military authorities, fire or flood, epidemic war, extreme weather or other natural calamity, acts of governmental agencies or any other acts caused beyond the reasonable control of XMOS. If any provision of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, such finding shall not affect the remainder of this Agreement which shall remain in full force and effect as if the provision(s) determined to be invalid or unenforceable had not been a part of this Agreement.  In the event of such finding of invalidity or unenforceability, the parties will substitute forthwith the invalid, or unenforceable provision(s) by such effective provision(s) as will most closely correspond with the original intention of the provision(s) so voided. No delay or failure of either party to enforce any right or provision under this Agreement shall constitute a waiver of such right or of or any other right under this Agreement. Licensee agrees that XMOS shall, on five business days’ notice, be entitled to carry out an audit of its compliance with the terms of this Agreement and Licensee agrees to reasonably cooperate with XMOS during such audits. Notwithstanding anything to the contrary contained herein,

    1. XMOS may only carry out such an audit once in any 12-month period during the term of this Agreement,
    2. such audit shall be limited to only such documentation as is reasonably related to Licensee’s compliance with this Agreement.

    This Agreement, its subject matter and its formation, are governed by English law. XMOS and Licensee both agree that the courts of England will have exclusive jurisdiction in the event of anydispute relating to this Agreement.

    Last Updated: August 2017
  • By downloading and/or using any firmware or software from this website you are agreeing that you have authority to:

    1. bind the licensee (as defined below); and
    2. that the licensee agrees to be bound by these licence terms and conditions; and If the licensee does not wish to be bound by these terms and conditions, we will not licence the development kit to you and you must not download or use the VocalFusion software or use the development kit.

    This licence agreement (“Agreement”) is a legal agreement between you (acting in your individual capacity or on behalf of a legal entity) (“Licensee” or “you”)and XMOS LIMITED Company No. 05494985 of 9th Floor, 107 Cheapside, London, EC2V 6DN (“XMOS”, “us” or ”we”).

    The Agreement relates to the DevelopmentKit which consists of the Devices defined below, which have been or will be supplied to the Licensee by XMOS under separate terms, and the Software, for installation on the Devices, the Third-Party Software and documentation, all capitalised terms as defined below (collectively known as the “Development kit”).

    To load the Software to the Devices, Licensee will need to download and install certain XMOS Tools, available at 1m2n3b4v.xmos.com.

    DEFINITIONS

    Devices: means the xCORE VocalFusion boards produced by XMOS.

    Feedback: has the meaning given to it in clause 8.

    Purpose: has the meaning given to it in clause 1.

    Software: means the software downloaded by the User from this website, which includes the Third Party Software, customised for the Devices and any Updates.

    Third Party Software: means the proprietary BeClear software owned by Philips International BV and proprietary TrulyHandsFree software owned by Sensory Inc and their respective updates, if any.

    Updates: means any updates to the Software or Third-Party Software which XMOS makes available via 1m2n3b4v.xmos.com and which a User can download and install with the XMOS tools available on the site.

    User(s): shall mean you, the Licensee, or any employee of the licensee who hasagreed to be bound by this Agreement and that registers on the XMOS website (1m2n3b4v.xmos.com)

    XMOS Confidential Information: has the meaning at clause 4.

    IMPORTANT NOTICE TO ALL USERS:

    This agreement assumes that we have already made the devices available to licensee.

    Licensee will be given a user name when it registers on the XMOS website at 1m2n3b4v.xmos.com. Licensee will not be able to download the software unless it has a valid user name.

    1. Scope of use

    In consideration of Licensee agreeing to be bound by the terms of this Agreement, XMOS grants Licensee a non-exclusive, royalty free, non-transferable, non-sublicensable, licence to download the Software, install it on the Devices and use the Development kitworldwide solely for evaluating the Development kit, on the terms of this Agreement (the “Purpose”). No commercial right or licence is granted. Licensee may:

    1. install and use the Development kit for its personal purposes (if Licensee is a consumer), or its internal business purposes (if Licensee is a business), only for Licensee’s sole use;
    2. transfer the Development kitto other Users. This shall not include third parties, consultants and/or external advisors, vendors, manufacturers or suppliers, who should obtain a separate licence agreement;
    3. transfer the Development kitfrom one computer to another provided the transfer is solely for Licensee’s use or pursuant to clause 1 (b);
    4. make copies of the Development kit for back-up purposes only in conjunction with the Purpose;
    5. use any documents and make copies of the documents as are reasonably necessary for the Purpose.
    1. Restrictions

    Except as expressly set out in this Agreement or as permitted by any local law, Licensee undertakes:

    1. not to copy or reproduce the Development kit (or any part thereof) except where such copying is incidental or necessary for back-up or in accordance to clause 1 (d);
    2. not to sell, distribute, sublicense, transfer or make available in any manner or means the Development kit to any third party (whether as part of Licensee’s products or on a standalone basis;
    3. not to alter, modify, adapt, translate, disassemble, decompile, reverse-engineer, reverse assemble, attempt to derive source code or algorithm nature of the Development kit or create derivative works based on the whole or any part of the Development kit nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Development kitwith another software program and/or Devices, and provided that the information obtained by Licensee during such activities:
      1. is used only for the purpose of achieving inter-operability of the Development kit with such other software program and/or the Devices; and
      2. is not disclosed or communicated to any third party;
      3. and is not used to create any software or Development kit which are substantially similar to the Development kit. Provided the above shall not prevent Licensee un-mounting the Devices from the mounting plate solely for the Purpose.
    4. not decode, de-crypt, turn off, remove, circumvent or neutralise any security measures or protection within the Development kit;
    5. not to remove any copyright notices and to include all copyright notices on all entire and partial copies Licensee makes of the Development kiton any medium and refer to this Agreement in such copies;
    6. not to attempt to learn information about the internal architecture, algorithms, design, operation, manufacture, features or functionalities of the Development kitbeyond that information provided by XMOS;
    7. not to produce its own version of the Third-Party Software;
    8. not to perform any action with regard to the Third-Party Software in a manner that would require the Third-Party Software or any derivative works thereof, to be licensed under any open source terms. Such actions shall include:
    9. combining the Third-Party Software or any derivative work thereof with any open source software, by means of incorporation or linking or otherwise; and
      1. using open source software to create a derivative work of the Third-Party Software;
      2. not making any representations, warranties or guarantees in relation to the Development kit or on behalf of XMOS or any of its licensors in relation to the Development Kit, Devices or any part(s) therein;
    10. not using the Software or Third-Party Software, other than in conjunction with the Development Kit.
    1. Intellectual property rights

    XMOS does not sell, but it licenses the Development kit to the Licensee on the terms of this Agreement. Licensee acknowledges that, all intellectual property rights in the Development kit (including in the Third-Party Software) anywhere in the world belong to XMOS or its licensors.  Save as expressly stated herein all such intellectual property rights are expressly reserved and the disclosure under this Agreement shall not confer on Licensee any intellectual property or other rights in relation to the Development kit and/or XMOS Confidential Information. Without limitation, all intellectual property rights that are owned or controlled by XMOS at the commencement of this Agreement shall remain under the ownership or control of XMOS. Licensee shall not use any trademarks, names or marks of XMOS, its licensors (including of any Third-Party Software) without prior written agreement of XMOS or its licensors.

    1. Support

    For the avoidance of doubt, XMOS shall have no obligation to provide support for the Development kit.

    1. Confidentiality

    Licensee will at all times maintain appropriate physical security of the Development kit.The Development kit and its use, including knowledge of or information about pre‐release features, capabilities, any findings, Feedback, features, errata or problems encountered by Licensee through use of the Development kit (including knowledge or information gained through the use of any test and measurement equipment) and any information derived from the use of the Development kit are hereby deemed “XMOS Confidential Information”. Licensee may not disclose any XMOS Confidential Information to any third party without prior written approval from XMOS. Licensee shall not copy, adapt, or otherwise reproduce the XMOS Confidential Information save as strictly necessary for the purposes of the Purpose. Licensee undertakes that it will respect and preserve the confidentiality of the XMOS Confidential Information indefinitely after the date of such disclosure, and such undertaking shall continue beyond termination of this Agreement.  Licensee shall not use the XMOS Confidential Information for any commercial, industrial or other purpose other than the Purpose. Licensee may disclose the XMOS Confidential Information or any part thereof, with the prior consent of XMOS, to any employee of Licensee who needs access to the Development kitand the XMOS Confidential Information in connection with the Purpose.  In such an event Licensee agrees to ensure, before such disclosure, that the employee in question is made aware of the confidential nature of the XMOS Confidential Information and understands that he/she is bound by conditions of secrecy no less strict than those set out here. Licensee agrees to monitor the use of the XMOS Confidential Information by these employees and to enforce their obligations of confidence at the request of XMOS. The obligations contained in this clause shall not apply, or shall cease to apply, to such part of the Development kitand the XMOS Confidential Information as the Licensee can show to the reasonable satisfaction of XMOS:

    1. has become public knowledge other than through the fault of Licensee or an employee;
    2. was already known to Licensee prior to disclosure to it by XMOS;
    3. is subject to a valid court order, provided Licensee:
      1. promptly notifies XMOS of the pending disclosure subject to such valid order in writing and gives XMOS the opportunity to obtain a protective order or otherwise to protect the confidentiality of the XMOS Confidential Information; and
      2. minimises the amount of XMOS Confidential Information which is disclosed under the valid court order, whilst still complying with such court order; or
    4. has been received from a third party who has not breached any duty or obligation of confidence.
    1. Development kit features and capabilities

    The Development kit may include pre‐release features, capabilities or errata which may not be available or accessible in XMOS’s commercial versions. XMOS makes no warranty or otherwise to release a commercial version of the Development kit. Inclusion of any features or capabilities, or development or support of a commercial version of the Development kit, is at XMOS’s sole discretion.

    1. Regulatory compliance and instructions

    Licensee understands that the Development kit or portions thereof may not have received all regulatory approvals required by governmental authorities and standards organizations for finished products. Licensee is responsible for ascertaining and complying with all applicable governmental regulations for the use of the Development kit in the appropriate jurisdiction. To the extent XMOS provides notice to the Licensee of additional instructions regarding labelling or use of the Development kit, Licensee will strictly comply with all such instructions.

    1. Feedback

    LICENSEE IS NOT OBLIGED TO PROVIDE ANY FEEDBACK TO XMOS. If Licensee wishes to assist XMOS in identifying problems with and making improvements to the Development kit, Licensee may (at its sole discretion) provide suggestions, comments, or other feedback, including bugs, errors or other problems discovered during the evaluation or use of the Development kit (“Feedback”). If Licensee provides Feedback it grants to XMOS a non‐exclusive, irrevocable, worldwide, royalty‐free, perpetual licence under Licensee’s intellectual property rights to display, perform, copy, distribute, make, have made, make derivative works, use, amend, alter, sell, offer to sell, export and import Feedback within XMOS products, without reference to Licensee as the source and to use such Feedback within new versions of the Development kitand any associated products.

    1. Warranties & disclaimers

    XMOS has the right to enter this Agreement and to grant the licence granted in this Agreement. Save as provided above, theDevelopment kitis provided “As Is” for evaluation purpose only. XMOS is under no obligation to provide updates, upgrades, support, or maintenance of any kind under this Agreement. XMOS disclaims any and all warranties and guarantees, express, implied or otherwise, arising with respect to the Development kit, including but not limited to the warranty of merchantability, the warranty of fitness for a particular purpose, and any warranty of non-infringement of third-party intellectual property rights. XMOS neither assumes nor authorizes any person to assume for it any other liability. Licensee will use the Development kit at its own risk.

    1. Limitation of liability

    To the extent not prohibited by applicable law, neither XMOS nor its licensors shall be liable for any lost revenue, profit, contracts or data, loss of business opportunity or damage to reputation, or for special, indirect, consequential, incidental or punitive damages however caused and regardless of theory of liability arising out of the use of or inability to use the Development kit (or any part thereof), even if XMOS has been advised of the possibility of such damages. In no event shall XMOS’ liability whether in contract, tort (including negligence), or otherwise exceed any fees paid by licensee for the Development kit. Licensee 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 relating thereto, that arise or result from licensee’s use of the Development kit.

    XMOS shall not under any circumstances whatsoever be liable to Licensee, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement for: loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; loss or corruption of data or information; loss of business opportunity, goodwill or reputation; or any indirect or consequential loss or damage.

    Nothing in this Agreement shall limit or exclude our liability for death or personal injury resulting from XMOS’ negligence; fraud or fraudulent misrepresentation; any other liability that cannot be excluded or limited by English law.

    This Agreement sets out the full extent of XMOS’ obligations and liabilities in respect of the supply of the Development kit. Except as expressly stated in this Agreement, there are no conditions, warranties, representations or other terms, express or implied, that are binding on XMOS.  Any condition, warranty, representation or other term concerning the supply of the Development kitwhich might otherwise be implied into, this Agreement whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

    Notwithstanding the above, in the event of any claim for damages against XMOS under or in connection with this Agreement, such claim must be filed within twelve (12) months from the date of the event giving rise to such claim and XMOS shall not be liable for any claim for damages or otherwise whatsoever brought or filed after the aforementioned period.

    1. High risk activities

    The Development kitis not designed or intended for use in conjunction with high risk, critical applications or technology and 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 Development kit(or derived works from the use of the Development kit) 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 Development kit in connection with high risk activities.

    1. Export

    Licensee shall use the Development kit in accordance with export control laws and regulations applicable to the goods, countries and persons or entities that it is trading in or with. Licensee represents and undertakes that the Development kitwill not be exported or re-exported to any person or country prohibited under European or US export control laws and regulations. Licensee shall indemnify XMOS against any claim for damages resulting from its conduct in contravention of the aforementioned export control laws and regulations.  If delivery of the Development kit, is subject to the granting of an export or import license or end-use statement by a government and/or any governmental authority under any applicable law or regulation, or otherwise restricted or prohibited due to export or import control laws or regulations, Licensee shall contact XMOS immediately and provide full details immediately.   Licensee shall indemnify XMOS against any claim for damages resulting from its failure to comply with the aforementioned export control laws and regulations.

    1. Termination

    XMOS may terminate this Agreement immediately by written notice if Licensee commits a material or persistent breach of this Agreement. If such material or persistent breach is capable of remedy, XMOS shall give 7 days’ written notice requiring remedy and in the event such breach fails to be remedied to XMOS’ satisfaction, XMOS may terminate the licence and this Agreement immediately on providing Licensee no less than 7 days’ notice. XMOS may also terminate this Agreement:

    1. immediately on written notice to Licensee in the event a creditor or other claimant takes possession of, or a receiver, administrator or similar officer is appointed over any of the assets of Licensee;
    2. immediately on written notice to Licensee in the event Licensee is subject to any voluntary arrangement with its creditors (other than for the purposes of solvent re-organisation) or becomes subject to any court or administration order or similar pursuant to any bankruptcy or insolvency law;
    3. on giving Licensee 7 days prior written notice at any time. Upon termination of this Agreement for any reason:
      1. all rights granted to Licensee under this Agreement shall cease;
      2. Licensee must immediately cease all activities authorised by this Agreement; and
      3. Licensee must immediately delete or remove the Development kitfrom all computer equipment in its possession, and immediately destroy or return to XMOS (at XMOS’ option) all copies of the Development kitand any documents then in its possession, custody or control and, in the case of destruction, certify to XMOS that Licensee has complied with the above.
    4. General

    In the event of conflict, the terms of this Agreement shall prevail over any terms of supply, purchase order or other terms unless expressly stated (and unless express reference to this Agreement is made to the contrary). XMOS may, at any time, assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement, provided that it gives prior written notice of such dealing to Licensee. Licensee shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement. This Agreement and any document expressly referred to in it constitute the entire agreement between Licensee and XMOS. Licensee acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of XMOS, which is not set out in this Agreement or any document expressly referred to in it. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.  A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy. XMOS address for notices is: Queen’s Quay, 33-35 Queen Square, Bristol, BS1 4LUmarked for the attention of CFO. If XMOS needs to communicate with Licensee, it shall contact Licensee at the address provided to XMOS in any order information or at Licensee’s principle place of business, marked for the attention of Legal/CEO. Notice shall be deemed received as follows: on the day delivered if personally delivered during normal business hours; and on the 5th business day following mailing by first class certified mail (or the equivalent) postage prepaid, addressed to the parties as above. Each party may change its address for notice or its designated recipient by informing the other party in writing of such change. The parties shall attempt in good faith to resolve any disputes.  Any dispute relating to the performance by either party of its obligations under this Agreement (but excluding any dispute regarding breach of confidentiality or which may require Injunction Relief below) shall be referred in the first instance to a designated management representative of each party for resolution. If the management representatives cannot reach a mutually acceptable resolution within fourteen (14) days of referral, the dispute may be referred to arbitration at the agreement of the parties. To the extent that a breach of this Agreement by Licensee may result in irreparable damage to XMOS or its licensors, where XMOS and/or its licensors will not have an adequate remedy at law, in addition to any other remedies and damages available, Licensee acknowledges and agrees that XMOS and/or its licensors may immediately seek enforcement of this Agreement by means of specific performance or injunction. Both parties shall comply with all national, state, and local laws and regulations governing the use of the Development Kit in accordance with the terms of this Agreement. XMOS shall not be held liable to Licensee for any failure to fulfil its obligations under this Agreement, if such failure is due to acts of God, acts of civil or military authorities, fire or flood, epidemic war, extreme weather or other natural calamity, acts of governmental agencies or any other acts caused beyond the reasonable control of XMOS. If any provision of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, such finding shall not affect the remainder of this Agreement which shall remain in full force and effect as if the provision(s) determined to be invalid or unenforceable had not been a part of this Agreement.  In the event of such finding of invalidity or unenforceability, the parties will substitute forthwith the invalid, or unenforceable provision(s) by such effective provision(s) as will most closely correspond with the original intention of the provision(s) so voided. No delay or failure of either party to enforce any right or provision under this Agreement shall constitute a waiver of such right or of or any other right under this Agreement. Licensee agrees that XMOS shall, on five business days’ notice, be entitled to carry out an audit of its compliance with the terms of this Agreement and Licensee agrees to reasonably cooperate with XMOS during such audits. Notwithstanding anything to the contrary contained herein,

    1. XMOS may only carry out such an audit once in any 12-month period during the term of this Agreement,
    2. such audit shall be limited to only such documentation as is reasonably related to Licensee’s compliance with this Agreement.

    This Agreement, its subject matter and its formation, are governed by English law. XMOS and Licensee both agree that the courts of England will have exclusive jurisdiction in the event of anydispute relating to this Agreement.

    Last Updated: August 2017
  • By downloading and/or using any firmware or software from this website you are agreeing that you have authority to:

    1. bind the licensee (as defined below); and
    2. that the licensee agrees to be bound by these licence terms and conditions; and If the licensee does not wish to be bound by these terms and conditions, we will not licence the development kit to you and you must not download or use the VocalFusion software or use the development kit.

    This licence agreement (“Agreement”) is a legal agreement between you (acting in your individual capacity or on behalf of a legal entity) (“Licensee” or “you”) and XMOS LIMITED Company No. 05494985 of 9th Floor, 107 Cheapside, London, EC2V 6DN (“XMOS”, “us” or ”we”).

    The Agreement relates to the Development Kit which consists of the Devices defined below, which have been or will be supplied to the Licensee by XMOS under separate terms, and the Software, for installation on the Devices, the Third-Party Software and documentation, all capitalised terms as defined below (collectively known as the “Development kit”).

    To load the Software to the Devices, Licensee will need to download and install certain XMOS Tools, available at 1m2n3b4v.xmos.com.

    DEFINITIONS

    Devices: means the xCORE VocalFusion boards produced by XMOS.

    Feedback: has the meaning given to it in clause 8.

    Purpose: has the meaning given to it in clause 1.

    Software: means the software downloaded by the User from this website, which includes the Third Party Software, customised for the Devices and any Updates.

    Third Party Software: means the proprietary BeClear software owned by Philips International BV and proprietary TrulyHandsFree software owned by Sensory Inc and their respective updates, if any.

    Updates: means any updates to the Software or Third-Party Software which XMOS makes available via 1m2n3b4v.xmos.com and which a User can download and install with the XMOS tools available on the site.

    User(s): shall mean you, the Licensee, or any employee of the licensee who hasagreed to be bound by this Agreement and that registers on the XMOS website (1m2n3b4v.xmos.com)

    XMOS Confidential Information: has the meaning at clause 4.

    IMPORTANT NOTICE TO ALL USERS:

    This agreement assumes that we have already made the devices available to licensee.

    Licensee will be given a user name when it registers on the XMOS website at 1m2n3b4v.xmos.com. Licensee will not be able to download the software unless it has a valid user name.

    1. Scope of use

    In consideration of Licensee agreeing to be bound by the terms of this Agreement, XMOS grants Licensee a non-exclusive, royalty free, non-transferable, non-sublicensable, licence to download the Software, install it on the Devices and use the Development kitworldwide solely for evaluating the Development kit, on the terms of this Agreement (the “Purpose”). No commercial right or licence is granted. Licensee may:

    1. install and use the Development kit for its personal purposes (if Licensee is a consumer), or its internal business purposes (if Licensee is a business), only for Licensee’s sole use;
    2. transfer the Development kitto other Users. This shall not include third parties, consultants and/or external advisors, vendors, manufacturers or suppliers, who should obtain a separate licence agreement;
    3. transfer the Development kitfrom one computer to another provided the transfer is solely for Licensee’s use or pursuant to clause 1 (b);
    4. make copies of the Development kit for back-up purposes only in conjunction with the Purpose;
    5. use any documents and make copies of the documents as are reasonably necessary for the Purpose.
    1. Restrictions

    Except as expressly set out in this Agreement or as permitted by any local law, Licensee undertakes:

    1. not to copy or reproduce the Development kit (or any part thereof) except where such copying is incidental or necessary for back-up or in accordance to clause 1 (4);
    2. not to sell, distribute, sublicense, transfer or make available in any manner or means the Development kit to any third party (whether as part of Licensee’s products or on a standalone basis;
    3. not to alter, modify, adapt, translate, disassemble, decompile, reverse-engineer, reverse assemble, attempt to derive source code or algorithm nature of the Development kit or create derivative works based on the whole or any part of the Development kit nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Development kitwith another software program and/or Devices, and provided that the information obtained by Licensee during such activities:
      1. is used only for the purpose of achieving inter-operability of the Development kit with such other software program and/or the Devices; and
      2. is not disclosed or communicated to any third party;
      3. and is not used to create any software or Development kit which are substantially similar to the Development kit. Provided the above shall not prevent Licensee un-mounting the Devices from the mounting plate solely for the Purpose.
    4. not decode, de-crypt, turn off, remove, circumvent or neutralise any security measures or protection within the Development kit;
    5. not to remove any copyright notices and to include all copyright notices on all entire and partial copies Licensee makes of the Development kiton any medium and refer to this Agreement in such copies;
    6. not to attempt to learn information about the internal architecture, algorithms, design, operation, manufacture, features or functionalities of the Development kitbeyond that information provided by XMOS;
    7. not to produce its own version of the Third-Party Software;
    8. not to perform any action with regard to the Third-Party Software in a manner that would require the Third-Party Software or any derivative works thereof, to be licensed under any open source terms. Such actions shall include:
    9. combining the Third-Party Software or any derivative work thereof with any open source software, by means of incorporation or linking or otherwise; and
      1. using open source software to create a derivative work of the Third-Party Software;
      2. not making any representations, warranties or guarantees in relation to the Development kit or on behalf of XMOS or any of its licensors in relation to the Development Kit, Devices or any part(s) therein;
    10. not using the Software or Third-Party Software, other than in conjunction with the Development Kit.
    1. Intellectual property rights

    XMOS does not sell, but it licenses the Development kit to the Licensee on the terms of this Agreement. Licensee acknowledges that, all intellectual property rights in the Development kit (including in the Third-Party Software) anywhere in the world belong to XMOS or its licensors.  Save as expressly stated herein all such intellectual property rights are expressly reserved and the disclosure under this Agreement shall not confer on Licensee any intellectual property or other rights in relation to the Development kit and/or XMOS Confidential Information. Without limitation, all intellectual property rights that are owned or controlled by XMOS at the commencement of this Agreement shall remain under the ownership or control of XMOS. Licensee shall not use any trademarks, names or marks of XMOS, its licensors (including of any Third-Party Software) without prior written agreement of XMOS or its licensors.

    1. Support

    For the avoidance of doubt, XMOS shall have no obligation to provide support for the Development kit.

    1. Confidentiality

    Licensee will at all times maintain appropriate physical security of the Development kit.The Development kit and its use, including knowledge of or information about pre‐release features, capabilities, any findings, Feedback, features, errata or problems encountered by Licensee through use of the Development kit (including knowledge or information gained through the use of any test and measurement equipment) and any information derived from the use of the Development kit are hereby deemed “XMOS Confidential Information”. Licensee may not disclose any XMOS Confidential Information to any third party without prior written approval from XMOS. Licensee shall not copy, adapt, or otherwise reproduce the XMOS Confidential Information save as strictly necessary for the purposes of the Purpose. Licensee undertakes that it will respect and preserve the confidentiality of the XMOS Confidential Information indefinitely after the date of such disclosure, and such undertaking shall continue beyond termination of this Agreement.  Licensee shall not use the XMOS Confidential Information for any commercial, industrial or other purpose other than the Purpose. Licensee may disclose the XMOS Confidential Information or any part thereof, with the prior consent of XMOS, to any employee of Licensee who needs access to the Development kitand the XMOS Confidential Information in connection with the Purpose.  In such an event Licensee agrees to ensure, before such disclosure, that the employee in question is made aware of the confidential nature of the XMOS Confidential Information and understands that he/she is bound by conditions of secrecy no less strict than those set out here. Licensee agrees to monitor the use of the XMOS Confidential Information by these employees and to enforce their obligations of confidence at the request of XMOS. The obligations contained in this clause shall not apply, or shall cease to apply, to such part of the Development kitand the XMOS Confidential Information as the Licensee can show to the reasonable satisfaction of XMOS:

    1. has become public knowledge other than through the fault of Licensee or an employee;
    2. was already known to Licensee prior to disclosure to it by XMOS;
    3. is subject to a valid court order, provided Licensee:
      1. promptly notifies XMOS of the pending disclosure subject to such valid order in writing and gives XMOS the opportunity to obtain a protective order or otherwise to protect the confidentiality of the XMOS Confidential Information; and
      2. minimises the amount of XMOS Confidential Information which is disclosed under the valid court order, whilst still complying with such court order; or
    4. has been received from a third party who has not breached any duty or obligation of confidence.
    1. Development kit features and capabilities

    The Development kit may include pre‐release features, capabilities or errata which may not be available or accessible in XMOS’s commercial versions. XMOS makes no warranty or otherwise to release a commercial version of the Development kit. Inclusion of any features or capabilities, or development or support of a commercial version of the Development kit, is at XMOS’s sole discretion.

    1. Regulatory compliance and instructions

    Licensee understands that the Development kit or portions thereof may not have received all regulatory approvals required by governmental authorities and standards organizations for finished products. Licensee is responsible for ascertaining and complying with all applicable governmental regulations for the use of the Development kit in the appropriate jurisdiction. To the extent XMOS provides notice to the Licensee of additional instructions regarding labelling or use of the Development kit, Licensee will strictly comply with all such instructions.

    1. Feedback

    LICENSEE IS NOT OBLIGED TO PROVIDE ANY FEEDBACK TO XMOS. If Licensee wishes to assist XMOS in identifying problems with and making improvements to the Development kit, Licensee may (at its sole discretion) provide suggestions, comments, or other feedback, including bugs, errors or other problems discovered during the evaluation or use of the Development kit (“Feedback”). If Licensee provides Feedback it grants to XMOS a non‐exclusive, irrevocable, worldwide, royalty‐free, perpetual licence under Licensee’s intellectual property rights to display, perform, copy, distribute, make, have made, make derivative works, use, amend, alter, sell, offer to sell, export and import Feedback within XMOS products, without reference to Licensee as the source and to use such Feedback within new versions of the Development kitand any associated products.

    1. Warranties & disclaimers

    XMOS has the right to enter this Agreement and to grant the licence granted in this Agreement. Save as provided above, theDevelopment kitis provided “As Is” for evaluation purpose only. XMOS is under no obligation to provide updates, upgrades, support, or maintenance of any kind under this Agreement. XMOS disclaims any and all warranties and guarantees, express, implied or otherwise, arising with respect to the Development kit, including but not limited to the warranty of merchantability, the warranty of fitness for a particular purpose, and any warranty of non-infringement of third-party intellectual property rights. XMOS neither assumes nor authorizes any person to assume for it any other liability. Licensee will use the Development kit at its own risk.

    1. Limitation of liability

    To the extent not prohibited by applicable law, neither XMOS nor its licensors shall be liable for any lost revenue, profit, contracts or data, loss of business opportunity or damage to reputation, or for special, indirect, consequential, incidental or punitive damages however caused and regardless of theory of liability arising out of the use of or inability to use the Development kit (or any part thereof), even if XMOS has been advised of the possibility of such damages. In no event shall XMOS’ liability whether in contract, tort (including negligence), or otherwise exceed any fees paid by licensee for the Development kit. Licensee 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 relating thereto, that arise or result from licensee’s use of the Development kit.

    XMOS shall not under any circumstances whatsoever be liable to Licensee, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement for: loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; loss or corruption of data or information; loss of business opportunity, goodwill or reputation; or any indirect or consequential loss or damage.

    Nothing in this Agreement shall limit or exclude our liability for death or personal injury resulting from XMOS’ negligence; fraud or fraudulent misrepresentation; any other liability that cannot be excluded or limited by English law.

    This Agreement sets out the full extent of XMOS’ obligations and liabilities in respect of the supply of the Development kit. Except as expressly stated in this Agreement, there are no conditions, warranties, representations or other terms, express or implied, that are binding on XMOS.  Any condition, warranty, representation or other term concerning the supply of the Development kitwhich might otherwise be implied into, this Agreement whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

    Notwithstanding the above, in the event of any claim for damages against XMOS under or in connection with this Agreement, such claim must be filed within twelve (12) months from the date of the event giving rise to such claim and XMOS shall not be liable for any claim for damages or otherwise whatsoever brought or filed after the aforementioned period.

    1. High risk activities

    The Development kitis not designed or intended for use in conjunction with high risk, critical applications or technology and 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 Development kit(or derived works from the use of the Development kit) 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 Development kit in connection with high risk activities.

    1. Export

    Licensee shall use the Development kit in accordance with export control laws and regulations applicable to the goods, countries and persons or entities that it is trading in or with. Licensee represents and undertakes that the Development kitwill not be exported or re-exported to any person or country prohibited under European or US export control laws and regulations. Licensee shall indemnify XMOS against any claim for damages resulting from its conduct in contravention of the aforementioned export control laws and regulations.  If delivery of the Development kit, is subject to the granting of an export or import license or end-use statement by a government and/or any governmental authority under any applicable law or regulation, or otherwise restricted or prohibited due to export or import control laws or regulations, Licensee shall contact XMOS immediately and provide full details immediately.   Licensee shall indemnify XMOS against any claim for damages resulting from its failure to comply with the aforementioned export control laws and regulations.

    1. Termination

    XMOS may terminate this Agreement immediately by written notice if Licensee commits a material or persistent breach of this Agreement. If such material or persistent breach is capable of remedy, XMOS shall give 7 days’ written notice requiring remedy and in the event such breach fails to be remedied to XMOS’ satisfaction, XMOS may terminate the licence and this Agreement immediately on providing Licensee no less than 7 days’ notice. XMOS may also terminate this Agreement:

    1. immediately on written notice to Licensee in the event a creditor or other claimant takes possession of, or a receiver, administrator or similar officer is appointed over any of the assets of Licensee;
    2. immediately on written notice to Licensee in the event Licensee is subject to any voluntary arrangement with its creditors (other than for the purposes of solvent re-organisation) or becomes subject to any court or administration order or similar pursuant to any bankruptcy or insolvency law;
    3. on giving Licensee 7 days prior written notice at any time. Upon termination of this Agreement for any reason:
      1. all rights granted to Licensee under this Agreement shall cease;
      2. Licensee must immediately cease all activities authorised by this Agreement; and
      3. Licensee must immediately delete or remove the Development kitfrom all computer equipment in its possession, and immediately destroy or return to XMOS (at XMOS’ option) all copies of the Development kitand any documents then in its possession, custody or control and, in the case of destruction, certify to XMOS that Licensee has complied with the above.
    4. General

    In the event of conflict, the terms of this Agreement shall prevail over any terms of supply, purchase order or other terms unless expressly stated (and unless express reference to this Agreement is made to the contrary). XMOS may, at any time, assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement, provided that it gives prior written notice of such dealing to Licensee. Licensee shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement. This Agreement and any document expressly referred to in it constitute the entire agreement between Licensee and XMOS. Licensee acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of XMOS, which is not set out in this Agreement or any document expressly referred to in it. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.  A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy. XMOS address for notices is: Queen’s Quay, 33-35 Queen Square, Bristol, BS1 4LUmarked for the attention of CFO. If XMOS needs to communicate with Licensee, it shall contact Licensee at the address provided to XMOS in any order information or at Licensee’s principle place of business, marked for the attention of Legal/CEO. Notice shall be deemed received as follows: on the day delivered if personally delivered during normal business hours; and on the 5th business day following mailing by first class certified mail (or the equivalent) postage prepaid, addressed to the parties as above. Each party may change its address for notice or its designated recipient by informing the other party in writing of such change. The parties shall attempt in good faith to resolve any disputes.  Any dispute relating to the performance by either party of its obligations under this Agreement (but excluding any dispute regarding breach of confidentiality or which may require Injunction Relief below) shall be referred in the first instance to a designated management representative of each party for resolution. If the management representatives cannot reach a mutually acceptable resolution within fourteen (14) days of referral, the dispute may be referred to arbitration at the agreement of the parties. To the extent that a breach of this Agreement by Licensee may result in irreparable damage to XMOS or its licensors, where XMOS and/or its licensors will not have an adequate remedy at law, in addition to any other remedies and damages available, Licensee acknowledges and agrees that XMOS and/or its licensors may immediately seek enforcement of this Agreement by means of specific performance or injunction. Both parties shall comply with all national, state, and local laws and regulations governing the use of the Development Kit in accordance with the terms of this Agreement. XMOS shall not be held liable to Licensee for any failure to fulfil its obligations under this Agreement, if such failure is due to acts of God, acts of civil or military authorities, fire or flood, epidemic war, extreme weather or other natural calamity, acts of governmental agencies or any other acts caused beyond the reasonable control of XMOS. If any provision of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, such finding shall not affect the remainder of this Agreement which shall remain in full force and effect as if the provision(s) determined to be invalid or unenforceable had not been a part of this Agreement.  In the event of such finding of invalidity or unenforceability, the parties will substitute forthwith the invalid, or unenforceable provision(s) by such effective provision(s) as will most closely correspond with the original intention of the provision(s) so voided. No delay or failure of either party to enforce any right or provision under this Agreement shall constitute a waiver of such right or of or any other right under this Agreement. Licensee agrees that XMOS shall, on five business days’ notice, be entitled to carry out an audit of its compliance with the terms of this Agreement and Licensee agrees to reasonably cooperate with XMOS during such audits. Notwithstanding anything to the contrary contained herein,

    1. XMOS may only carry out such an audit once in any 12-month period during the term of this Agreement,
    2. such audit shall be limited to only such documentation as is reasonably related to Licensee’s compliance with this Agreement.

    This Agreement, its subject matter and its formation, are governed by English law. XMOS and Licensee both agree that the courts of England will have exclusive jurisdiction in the event of anydispute relating to this Agreement.

    Last Updated: August 2018
  • By downloading and/or using any firmware or software from this website you are agreeing that you have authority to:

    1. bind the licensee (as defined below); and
    2. that the licensee agrees to be bound by these licence terms and conditions; and
    3. the licensee is a business and will be using the software for business purposes. If the licensee does not wish to be bound by these terms and conditions, we will not licence the development kit to you and you must not download or use the VocalFusion software or use the development kit.

    This licence agreement (“Agreement”) is a legal agreement between you (acting in your individual capacity or on behalf of a legal entity) (“Licensee” or “you”) and XMOS LIMITED Company No. 05494985 of 9th Floor, 107 Cheapside, London, EC2V 6DN (“XMOS”, “us” or ”we”).

    The Agreement relates to the Devices defined below, which the Licensee has purchased from XMOS in accordance with its standard terms of sale, the Software, Third Party Software and any Updates or documentation accompanying this Agreement, all capitalised terms as defined below.  On purchase of the Device(s) you have been provided with a unique log in to enable you and your authorised Users to access the Software. This Agreement comes into effect on the date you download the Software.

    To load the Software to the Devices, Licensee will need to download and install certain XMOS Tools, available at 1m2n3b4v.xmos.com.

    DEFINITIONS

    Devices: means the xCORE VocalFusion boards produced by XMOS.

    Effective Date: means the date this Agreement comes into effect.

    Open Source Software: means any software which is licensed under Open Source Terms.

    Open Source Terms: means terms in any licence that requires as a condition of use, modification and/or distribution of a work:

    1. the making available of source code or other materials;
    2. the granting of permission for creating derivative works;
    3. the reproduction of certain notices or licence terms in derivative works or accompanying documentation; and/or
    4. the granting of a royalty free licence to any party under intellectual property rights, regarding the work and/or any work that contains, is combined with, requires or otherwise is based on a work.

    Feedback: has the meaning given to it in clause 8.

    Purpose: has the meaning given to it in clause 1.

    Software: means the software downloaded by the User from this website, which includes the Third Party Software, customised for the Devices and any Updates and documentation made available with this agreement.

    Third Party Software: means the proprietary BeClear software owned by Philips International BV and proprietary TrulyHandsFree software owned by Sensory Inc and their respective updates, if any.

    Updates: means any updates to the Software or Third-Party Software which XMOS makes available via 1m2n3b4v.xmos.com and which a User can download and install with the XMOS tools available on the site.

    User(s): shall mean you, the Licensee, or any employee of the licensee who hasagreed to be bound by this Agreement and that registers on the XMOS website (1m2n3b4v.xmos.com)

    XMOS Confidential Information: has the meaning at clause 4.

    IMPORTANT NOTICE TO ALL USERS:

    This agreement assumes that we have already made the devices available to licensee.

    Licensee will be given a user name when it registers on the XMOS website at 1m2n3b4v.xmos.com. Licensee will not be able to download the software unless it has a valid user name.

    1. Permitted use

    In consideration of Licensee agreeing to be bound by the terms of this Agreement, XMOS grants Licensee a non-exclusive, non-transferable, non-sub licensable, licence for Users to download the Software and install and configure the Software on the Devices only on the terms of this Agreement (the “Purpose”). Licensee and any Users may install and use any documents provided as is reasonably necessary for the Purpose. Licensee agrees that the terms of this Agreement will apply to any end devices which it (or Users on its behalf) build which contain the Devices. The Software is licensed, not sold by XMOS for use only under the terms of this Agreement. XMOS and its licensors retain ownership of the Software and reserve all rights not expressly granted to Licensee.

    1. Restrictions

    Except as expressly set out in this Agreement or as permitted by any local law, Licensee undertakes:

    1. not to copy or reproduce the Software (or any part thereof) except where such copying is incidental or necessary for back-up;
    2. (not sell, distribute, sublicense, transfer or make available in any manner or means the Software or Devices to any third party on a standalone basis save this shall not prevent the Licensee distributing or using the Devices with the Software installed therein and making this available to a third party;
    3. not alter, modify, adapt, translate, disassemble, decompile, reverse-engineer, decrypt, create derivative works, reverse assemble, attempt to derive source code or algorithm nature of the Software or Devices or create derivative works based on the whole or any part of the Software or Devices nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability and provided that the information obtained by Licensee during such activities:
      1. is used only for the purpose of achieving inter-operability with such other software program and/or the Devices; and
      2. is not disclosed or communicated to any third party; and
      3. is not used to create any software, firmware, device or otherwise which is/are substantially similar to the Software.
    4. not decode, de-crypt, turn off, remove, circumvent or neutralise any security measures, identification or activation codes or protection within the Software;
    5. not remove any copyright notices;
    6. not attempt to learn information about the internal architecture, algorithms, design, operation, manufacture, features or functionalities of the Software beyond that information provided by XMOS;
    7. not produce its own version of the Software (in whole or in part);
    8. not perform any action with regard to the Software in a manner that would require all or any of the Software to be licensed under any Open Source Terms. Such actions shall include:
      1. combining the Software (in whole or in part) or any derivative work thereof with any Open Source Software, by means of incorporation or linking or otherwise; and
      2. using Open Source Software to create a derivative work of the Software (including any part of the Software);
    9. not making any representations, warranties or guarantees in relation to the Software or on behalf of XMOS or any of its licensors in relation to the Software or any part(s) therein; and
    10. not create any software, firmware, device or otherwise which is/are substantially similar to the Software;
    11. only use the Software (in whole or in part), in conjunction with the Devices.
    1. Intellectual property rights

    Licensee shall not use any trademarks, names or marks of XMOS, its licensors (including of any Third-Party Software) without prior written agreement of XMOS or its licensors. You will not rent, lease, lend, sell, redistribute or sub-license the Software on a standalone basis.  You shall be entitled to install and configure the Software on the Devices for the Purpose and make the Devices and the Software available as part of any end devices which you build which contain the Devices provided where this contains the Software you ensure any User is made aware of and agrees to be bound by the terms of this Agreement.

    1. Confidentiality

    The Device, Software and all Intellectual Property Rights and all functionality therein and any bugs, problems and/or feedback encountered by Licensee or its Users are deemed “XMOS Confidential Information”. Licensee shall not, and procures that its Users shall not disclose any XMOS Confidential Information to any third party without prior written approval from XMOS. Licensee shall not copy, adapt, or otherwise reproduce the XMOS Confidential Information save as is strictly necessary for the purposes of the Purpose. Licensee undertakes that it will respect and preserve the confidentiality of the XMOS Confidential Information indefinitely after the date of such disclosure, and such undertaking shall continue beyond termination of this Agreement. The obligations contained in this clause shall not apply, or shall cease to apply, to such part of the XMOS Confidential Information as the Licensee can show to the reasonable satisfaction of XMOS:

    1. has become public knowledge other than through the fault of Licensee or a User;
    2. was already known to Licensee prior to disclosure to it by XMOS without any obligations of confidentiality;
    3. is subject to a valid court order, provided Licensee:
      1. promptly notifies XMOS of the pending disclosure subject to such valid order in writing and gives XMOS the opportunity to obtain a protective order or otherwise to protect the confidentiality of the XMOS Confidential Information; and
      2. minimises the amount of XMOS Confidential Information which is disclosed under the valid court order, whilst still complying with such court order; and/or
    4. has been received from a third party who has not directly or indirectly breached any duty or obligation of confidence.
    1. Regulatory compliance and instructions

    Licensee understands that the Development kit or portions thereof may not have received all regulatory approvals required by governmental authorities and standards organizations for finished products. Licensee is responsible for ascertaining and complying with all applicable governmental regulations for the use of the Development kit in the appropriate jurisdiction. To the extent XMOS provides notice to the Licensee of additional instructions regarding labelling or use of the Development kit, Licensee will strictly comply with all such instructions.

    1. Warranties & disclaimers

    To the maximum extent permitted by applicable law, the Software is provided “as is” and “as available” with all faults and without warranty of any kind, and XMOS and its licensors (collectively XMOS for the purpose of this clause 6 and clause 7) hereby disclaim all warranties and conditions with respect to the Software either express, implied or statutory, including but not limited to, the implied warranties and/or conditions of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, quiet environment and no infringement of third party rights. Further XMOS does not warrant that the Software will meet your requirements, that the Software will be uninterrupted or error-free, that any defects or errors will be corrected, or that the Software will be compatible or work with any third party software or devices, other than the Devices.

    1. Limitation of liability

    To the extent not prohibited by applicable law, neither XMOS nor its licensors shall be liable for any lost revenue, profit, contracts or data, loss of business opportunity or damage to reputation, or for special, indirect, consequential, incidental or punitive damages however caused and regardless of theory of liability arising out of the use of or inability to use the software (or any part thereof), even if XMOS has been advised of the possibility of such damages. In no event shall XMOS’ liability whether in contract, tort (including negligence), or otherwise exceed: $50.

    XMOS shall not under any circumstances whatsoever be liable to Licensee, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement for: loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; loss or corruption of data or information; loss of business opportunity, goodwill or reputation; or any indirect or consequential loss or damage.

    XMOS shall not under any circumstances whatsoever be liable to Licensee or any Users, whether in contract, tort (including negligence) for any breach of statutory duty, or otherwise, arising under or in connection with the Agreement including for: loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; loss or corruption of data or information; loss of business opportunity, goodwill or reputation; or any indirect or consequential loss or damage. Nothing in this Agreement shall limit or exclude XMOS’s liability for death or personal injury resulting from

    1. XMOS’ negligence;
    2. fraud or fraudulent misrepresentation; and
    3. any other liability that cannot be excluded or limited by English law.

    This Agreement sets out the full extent of XMOS’ obligations and liabilities in respect of the licence of the Software. Except as expressly stated in this Agreement, there are no conditions, warranties, representations or other terms, express or implied, that are binding on XMOS. Any condition, warranty, representation or other term concerning the licence of the Software which might otherwise be implied into this Agreement whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

    Notwithstanding the above, in the event of any claim for damages against XMOS under or in connection with this Agreement, such claim must be filed within 12 months from the date of the event giving rise to such claim and XMOS shall not be liable for any claim for damages or otherwise whatsoever brought or filed after the aforementioned period.

    1. High risk activities

    The Software is not designed or intended for use in conjunction with high risk, critical applications or technology, 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 Software] (or derived works from the use of the Software) could lead directly or indirectly to death, personal injury, or severe physical or environmental damage or loss of data. XMOS and its licensors specifically disclaim any express or implied warranties relating to use of the Software in connection with high risk activities.

    1. Export

    The Software is not designed or intended for use in conjunction with high risk, critical applications or technology, 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 Software] (or derived works from the use of the Software) could lead directly or indirectly to death, personal injury, or severe physical or environmental damage or loss of data. XMOS and its licensors specifically disclaim any express or implied warranties relating to use of the Software in connection with high risk activities.

    1. Termination

    XMOS may terminate this Agreement (including for the avoidance of doubt the licence granted) immediately by written notice if Licensee commits a material or persistent breach of this Agreement. If such material or persistent breach is capable of remedy, XMOS shall give 7 days’ written notice requiring remedy and in the event such breach fails to be remedied to XMOS’ satisfaction, XMOS may terminate this Agreement immediately. XMOS may also terminate this Agreement:

      1. immediately on written notice to Licensee in the event a creditor or other claimant takes possession of, or a receiver, administrator or similar officer is appointed over any of the assets of Licensee;
      2. immediately on written notice to Licensee in the event Licensee is subject to any voluntary arrangement with its creditors (other than for the purposes of solvent re-organisation) or becomes subject to any court or administration order or similar pursuant to any bankruptcy or insolvency law;
      3. for convenience, on giving Licensee 7 days prior written notice at any time.
    1. General

    In the event of conflict, the terms of this Agreement shall prevail over any terms of supply, purchase order or other terms unless expressly stated (and unless express reference to this Agreement is made to the contrary). XMOS may, at any time, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement, provided that it gives prior written notice of such dealing to Licensee. Licensee shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

    This Agreement and any document expressly referred to in it constitute the entire agreement between Licensee and XMOS. Licensee acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of XMOS, which is not set out in this Agreement or any document expressly referred to in it. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.  A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

    XMOS address for notices is: Queens Quay, 33-35 Queen Square, Bristol, BS1 4LU marked for the attention of CFO. If XMOS needs to communicate with Licensee, it shall contact Licensee at the address provided to XMOS in any order information or at Licensee’s principle place of business, marked for the attention of Legal/CEO. Notice shall be deemed received as follows: on the day delivered if personally delivered during normal business hours or by email; and on the 5th business day following mailing by first class certified mail (or the equivalent) postage prepaid, addressed to the parties as above. Each party may change its address for notice or its designated recipient by informing the other party in writing of such change. The parties shall attempt in good faith to resolve any disputes.  Any dispute relating to the performance by either party of its obligations under this Agreement (but excluding any dispute regarding breach of confidentiality or which may require injunctive relief below) shall be referred in the first instance to the CEO or a designated management representative of each party for resolution. If the CEO’s or designated management representatives cannot reach a mutually acceptable resolution within 14 days of referral, the dispute may be referred to arbitration at the agreement of the parties. To the extent that a breach of this Agreement by Licensee may result in irreparable damage to XMOS or its licensors, where XMOS and/or its licensors will not have an adequate remedy at law, in addition to any other remedies and damages available, Licensee acknowledges and agrees that XMOS and/or its licensors may immediately seek enforcement of this Agreement by means of specific performance or injunction. Licensee shall comply (and shall procure that all Users shall comply) with all national, state, and local laws and regulations governing the use of the Software in accordance with the terms of this Agreement. XMOS shall not be held liable to Licensee for any failure to fulfil its obligations under this Agreement, if such failure is due to acts of God, acts of civil or military authorities, fire or flood, epidemic war, extreme weather or other natural calamity, acts of governmental agencies or any other acts caused beyond the reasonable control of XMOS. If any provision of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, such finding shall not affect the remainder of this Agreement which shall remain in full force and effect as if the provision(s) determined to be invalid or unenforceable had not been a part of this Agreement.  In the event of such finding of invalidity or unenforceability, the parties will substitute forthwith the invalid, or unenforceable provision(s) by such effective provision(s) as will most closely correspond with the original intention of the provision(s) so voided. No delay or failure of either party to enforce any right or provision under this Agreement shall constitute a waiver of such right or of or any other right under this Agreement. Licensee agrees that XMOS shall, on 5 business days’ notice, be entitled to carry out an audit of Licensee’s and any Users compliance with the terms of this Agreement and Licensee agrees to reasonably cooperate (and procure that all Users reasonably cooperate) with XMOS during such audits. Notwithstanding anything to the contrary contained herein,

    1. XMOS may only carry out such an audit once in any 12-month period during the term of this Agreement,
    2. such audit shall be limited to only such documentation as is reasonably related to Licensee and any Users compliance with this Agreement.

    This Agreement, its subject matter and its formation, are governed by English law. XMOS and Licensee both agree that the courts of England will have exclusive jurisdiction in the event of any dispute relating to this Agreement.

    Last Updated: August 2018
    1. The parties

    This licence agreement (“Agreement”) is a legal agreement between you (acting in your individual capacity or on behalf of a legal entity) (“Licensee” or “you”)and XMOS LIMITED Company No. 05494985 of 9th Floor, 107 Cheapside, London, EC2V 6DN (“XMOS”, “us” or ”we”).

    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. 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.

    Words in the singular include the plural, and in the plural include the singular.

    DEFINITIONS

    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.

    1. License

    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.

    1. Consideration

    In consideration of the mutual obligations contained in this Licence, the parties agree to its terms.

    1. Term

    Subject to clause 12 below, this Licence shall be perpetual.

    1. 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.
    1. Modifications

    2. 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.
    3. XMOS will own all intellectual property rights in the XMOS Modifications.
    4. The Customer may only use the Licensee Modifications and XMOS Modifications on, or in relation to, XMOS Hardware.
    1. Support

    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.

    1. Warranty and Disclaimer

    1. 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
      1. the corrections of defects in media or replacement of the media, or
      2. the refund of the licence fee paid (if any).
    2. 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.
    3. 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.
    1. 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.

    1. Liability

    1. 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.
    2. In no event shall XMOS’s liability to the Customer whether in contract, tort (including negligence), or otherwise exceed the Licence Fee.
    3. 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.
    1. 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.

    1. 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. 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.
    5. Clauses 8, 9, 10 and 11 shall survive any effective termination of this Agreement.
    1. Third party rights

    No term of this License is intended to confer a benefit on, or to be enforceable by, any person who is not a party to this license.

    1. 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.
    1. 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.

    1. Assignment

    The Customer shall not assign this Licence or any of the rights granted under it without XMOS’s prior written consent.

    1. 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

    1. Overview

    As part of our recruitment process, XMOS (the “Company”, “we”, “our” or “us”) collects and processes applicants’ personal data. We know that providing personal data is an act of trust and we take that seriously. Here’s how we collect and protect your personal information and meet our data protection obligations.

    This license agreement (”License”) is a legal agreement between you (acting in your individual capacity or on behalf of a legal entity) (”Licensee” or ”you”) and XMOS LIMITED, Company No. 05494985 of 9th Floor, 107 Cheapside, London, EC2V 6DN (“XMOS”, ”Licensor, us” or ”we”) for the Tools version downloaded at this date but excluding any Open Source Software and Underlying Technology (both defined below) which shall be licensed on a separate basis (”Tools”); and all electronic or online documents which refer to or relate to the Tools (”Documents”).

    We license use of the Tools and Documents to you on the basis of this License, free of charge. We do not sell the Tools or Documents to you. We remain the owners of the Tools and Documents at all times.

    DEFINITIONS

    Devices: the Tools are designed for use with the xCORE architecture produced by XMOS.

    Operating system requirements: the Tools will work with the following operating systems:

    Microsoft Windows

    XP SP3 (32-Bit requires 32-bit JRE)

    Vista SP2 (32/64-Bit requires 32-bit JRE)

    Win7 SP1 (32/64-Bit requires 32-bit JRE)

    Win8.1 (32/64-Bit requires 32-bit JRE)

    Apple Mac

    OSX 10.6 (Intel)

    OSX 10.7 (Intel)

    OSX 10.8 (Intel)

    OSX 10.9 (Intel)

    Linux 32-bit

    Centos 5.8 (32-Bit requires 32-bit JRE)

    Ubuntu 12.04 LTS (32-Bit requires 32-bit JRE)

    Linux 64-bit

    Centos 5.8 (64-Bit requires 64-bit JRE)

    Ubuntu 12.04 LTS (64-Bit requires 64-bit JRE)

    Open source software: the software set out at Annex 1.

    User: shall mean you, who shall register on the XMOS website and receive a User name.

    User name: means a valid and unique identifier for each User registered on the XMOS website (1m2n3b4v.xmos.com).

    Underlying technology: means the Tools contain a GNU toolchain with a GCC source branch, which is targeted at Embedded ARM Processors, namely Cortex-R/Cortex-M processor families, covering Cortex-R4, Cortex- R5, Cortex-MO, Cortex-M4 and Cortex-MO+ and which is made available pursuant to a series of license agreements set out herehttps://launchpad.net/gcc-arm-embedded/+download. If you download the Tools, you agree to comply with the terms of the license for the Underlying Technology.

    Important notice to all users:

    You will select a user name when you register on 1m2n3b4v.xmos.com.

    By downloading the tools and/or using the tools and/or confirming your acceptance of this agreement you agree to the terms of this license, which will bind you and if applicable your employees. The terms of this license include, in particular, limitations on liability in section 7.

    If you do not agree to the terms of this license, we will not license the tools and documents to you and you must not download or use the tools or documentation.

    We recommend that you print a copy of this license for future reference.

    1. Grant and scope of license

    In consideration of you agreeing to be bound by the terms of this Agreement, we hereby grant to you a non-exclusive, royalty free, non-transferable license to use the Tools and the Documents worldwide solely in conjunction with the Devices, on the terms of this License.

    1. You may:
      1. download, install and use the Tools for your personal purposes (if you are a consumer) or your internal business purposes (if you are a business) only for your sole use only;
      2. not transfer the Tools to other users or third parties;
      3. transfer the Tools from one computer to another provided the transfer is solely for your use as above;
      4. provided you comply with the provisions in condition 3, make copies of the Tools for back-up purposes only and provided the back-up copies are for your personal purposes or your internal business purposes; and
      5. use any Documents in support of the use permitted under this condition and make copies of the Documents as are reasonably necessary for your lawful use of the Tools provided this shall at all times be for your use (if you are a consumer) or your internal business purposes (if you are a business).
    2. We may release free software updates from time to time to enrich your experience of using the Tools and to ensure the Tools operate efficiently and as designed. To receive these free software updates the Tools will require occasional access to the internet.
    1. Restrictions

    1. Except as expressly set out in this License or as permitted by any local law, you undertake:
      1. not to copy the Tools or Documents except where such copying is incidental to normal use of the Tools, or where it is necessary for the purpose of back-up or operational security;
      2. not to sublicense, transfer or make available in any manner or means the Tools to any third party (whether as part of your products or on a standalone basis) without the prior written consent of XMOS;
      3. not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Tools nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Tools with another software program and/or Devices, and provided that the information obtained by you during such activities:
      4. is used only for the purpose of achieving inter-operability of the Tools with another software program and/or the Devices; and
      5. is not disclosed or communicated to any third party including the Community Forum; and
      6. is not used to create any software or tools which are substantially similar to the Tools;
      7. to include the XMOS copyright notice on all entire and partial copies you make of the Tools on any medium and refer to this License in such copies; and
      8. not to use the Tools via any communications network or by means of remote access save as is strictly necessary in accordance with Section 2.
    1. Intellectual property rights

    You acknowledge that all intellectual property rights in the Tools and the Documents anywhere in the world belong to XMOS. You acknowledge that all intellectual property rights in the Open Source Software and Underlying Technology shall be owned by the licensors or owners of such software and technology, subject to the terms herein. All rights in the Tools are licensed (not sold) to you, and you have no rights in, or to, theTools or the Documents other than the right to use them in accordance with the terms of this License.

    1. Support

    For the avoidance of doubt, XMOS shall have no obligation to provide support for the Tools, the Open Source Software or the Underlying Technology, however the objective of the Community Forum is to encourage users of the Community Forum to support each other’s use of the Tools.

    1. No warranty

    The Tools are provided “AS IS” without any warranty of any kind. For the avoidance of doubt, if you elect to make any Contributions available to the Community Forum, these Contributions are provided by you on an “AS IS” basis, without any warranty of any kind to the Community Forum.

    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.

    1. Limitation of liability

    1. To the extent not prohibited by applicable law, neither XMOS nor its licensors shall be liable for any lost revenue, profit, contracts or data, or for special, indirect, consequential, incidental or punitive damages however caused and regardless of theory of liability arising out of the use of or inability to use the tools (or any part thereof), even if XMOS has been advised of the possibility of such damages. In no event shall XMOS’ liability whether in contract, tort (including negligence), or otherwise exceed any fees paid by you for the tools or the sum of £100 sterling (whichever shall be the lesser).
    2. You agree to indemnify, hold harmless, and defend XMOS and its licensors from and against any claims or lawsuits, including attorneys’ fees and any other liabilities relating thereto, that arise or result from your use or distribution of the tools, any development of the tools or derivatives created from the tools which for the avoidance of doubt shall include any claims, lawsuits, attorney fees, costs or other liabilities XMOS shall incur as a result of your failure to comply with the license terms relating to the open source software and/or underlying technology.
    3. We shall not under any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the License for:
      1. loss of profits, sales, business, or revenue;
      2. business interruption;
      3. loss of anticipated savings;
      4. loss or corruption of data or information;
      5. loss of business opportunity, goodwill or reputation; or
      6. any indirect or consequential loss or damage.
    4. Nothing in this License shall limit or exclude our liability for:
      1. death or personal injury resulting from our negligence;
      2. fraud or fraudulent misrepresentation;
      3. any other liability that cannot be excluded or limited by English law.
    5. This License sets out the full extent of our obligations and liabilities in respect of the supply of the Tools and Documents. Except as expressly stated in this License, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Tools and Documents which might otherwise be implied into, or incorporated in, this License whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
    1. Communications with us

    1. If you wish to contact us in writing, or if any condition in this License requires you to give us notice in writing, you can send this to us by e-mail to XMOS at the address above or to tools-enquiries@xmos.com. We will confirm receipt of this by contacting you in writing, normally by e-mail.
    2. If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order for the Tools.
    3. If you are a business customer, please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent to the email address associated with your XMOS account.
    1. Events outside our control

    1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this License that is caused by an Event Outside Our Control.
    2. An ”Event Outside Our Control” means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications networks, lack of Contributions or poor quality of the Contributions to the Community Forum.
    3. If an Event Outside Our Control takes place that affects the performance of our obligations under this License:
      1. our obligations under this License will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
      2. we will use our reasonable endeavours to find a solution by which our obligations under this License may be performed despite the Event Outside Our Control.
    1. High risk activities

    The Tools are not designed or intended for use in conjunction with high risk, critical applications or technology and 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 Tools (or derived works from the use of the Tools) could lead directly to death, personal injury, or severe physical or environmental damage. XMOS and its licensorsspecifically disclaim any express or implied warranties relating to use of the Tools in connection with High Risk Activities.

    1. Termination

    1. We may terminate this License:
      1. immediately by written notice to you if you commit a material or persistent breach of this License. If such material or persistent breach is capable of remedy, we shall give you 7 days written notice requiring you to remedy such breach and in the event such breach fails to be remedied to our satisfaction, we may terminate this License immediately;
      2. on providing you no less than 30 days notice.
    2. Upon termination of this License for any reason
      1. all rights granted to you under this License shall cease;
      2. you must immediately cease all activities authorised by this License; and
      3. you must immediately delete or remove the Software from all computer equipment in your possession, and immediately destroy or return to us (at our option) all copies of the Tools and Documents then in your possession, custody or control and, in the case of destruction, certify to us that you have complied with the above.
    1. Other important terms

    1. We may transfer our rights and obligations under this License to another organisation, but this will not affect your rights or our obligations under this License.
    2. You may only transfer your rights or your obligations under this License to another person if we agree in writing.
    3. If you are a business customer, this License and any document expressly referred to in it constitute the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made or given by or on behalf of us, which is not set out in this License or any document expressly referred to in it.
    4. If we fail to insist that you perform any of your obligations under this License, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
    5. Each of the conditions of this License operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
    6. This License, its subject matter and its formation, are governed by English law. XMOS and you both agree that the courts of England and Wales will have exclusive jurisdiction.

     

    Annex 1: Open Source Software

    LLVM-GCC

    LLVM

    OpenOCD

    XDE

    XGDB

    XMake

    BinUtils

  • By accessing, using, installing or downloading the XMOS software, you agree to be bound by the following terms. If you do not agree to these, do not attempt to download, access or use the XMOS software.

    1. The 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. an individual or legal entity exercising permissions granted by this license (Customer).

    If you are entering into this Agreement on behalf of another legal entity such as a company, partnership, university, college etc. (for example, as an employee, student or consultant), you warrant that you have authority to bind that entity.

    DEFINITIONS

    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 owned circuit designs, schematics, source code, object code, reference designs, (including related programmer comments and documentation, if any), error corrections, improvements, modifications (including XMOS Modifications) and updates.

    The headings in this License do not affect its interpretation. Save where the context otherwise requires, references to clauses and schedules are to clauses and schedules of this License.

    Unless the context otherwise requires:

    1. references to XMOS 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.

    Words in the singular include the plural, and in the plural include the singular.

    1. License

    XMOS grants the Customer a non-exclusive license to use, develop, modify and distribute the XMOS Software with, or for the purpose of being used with, XMOS Hardware.

    Open Source Software (OSS) must be used and dealt with in accordance with any license terms under which OSS is distributed.

    1. Consideration

    In consideration of the mutual obligations contained in this Licence, the parties agree to its terms.

    1. Term

    Subject to clause 12 below, this Licence shall be perpetual.

    1. Restrictions on use

    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.

    1. Modifications

    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.

    XMOS will own all intellectual property rights in the XMOS Modifications. The Customer may only use the Licensee Modifications and XMOS Modifications on, or in relation to, XMOS Hardware.

    1. Support

    Support of the XMOS Software may be provided by XMOS pursuant to a separate support agreement.

    1. Warranty and Disclaimer

    1. 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
      1. the corrections of defects in media or replacement of the media, or
      2. the refund of the licence fee paid (if any).
    2. 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.
    3. 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.
    1. 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.

    1. Liability

    1. 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.
    2. 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.
    1. 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.

    1. 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. 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.
    1. Third party rights

    No term of this License is intended to confer a benefit on, or to be enforceable by, any person who is not a party to this license.

    1. 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.
    1. 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.

    1. Assignment

    The Customer shall not assign this Licence or any of the rights granted under it without XMOS’s prior written consent.

    1. 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

  • By accessing, using, installing or downloading the XMOS software, you agree to be bound by the following terms. If you do not agree to these, do not attempt to download, access or use the XMOS software.

    1. The 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. an individual or legal entity exercising permissions granted by this license (Customer).

    If you are entering into this Agreement on behalf of another legal entity such as a company, partnership, university, college etc. (for example, as an employee, student or consultant), you warrant that you have authority to bind that entity.

    DEFINITIONS

    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 owned circuit designs, schematics, source code, object code, reference designs, (including related programmer comments and documentation, if any), error corrections, improvements, modifications (including XMOS Modifications) and updates.

    The headings in this License do not affect its interpretation. Save where the context otherwise requires, references to clauses and schedules are to clauses and schedules of this License.

    Unless the context otherwise requires:

    1. references to XMOS 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.

    Words in the singular include the plural, and in the plural include the singular.

    1. License

    XMOS grants the Customer a non-exclusive license to use, develop, modify and distribute the XMOS Software with, or for the purpose of being used with, XMOS Hardware.

    Open Source Software (OSS) must be used and dealt with in accordance with any license terms under which OSS is distributed.

    1. Consideration

    In consideration of the mutual obligations contained in this Licence, the parties agree to its terms.

    1. Term

    Subject to clause 12 below, this Licence shall be perpetual.

    1. Restrictions on use

    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.

    1. Modifications

    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.

    XMOS will own all intellectual property rights in the XMOS Modifications. The Customer may only use the Licensee Modifications and XMOS Modifications on, or in relation to, XMOS Hardware.

    1. Support

    Support of the XMOS Software may be provided by XMOS pursuant to a separate support agreement.

    1. Warranty and Disclaimer

    1. 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
      1. the corrections of defects in media or replacement of the media, or
      2. the refund of the licence fee paid (if any).
    2. 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.
    3. 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.
    1. 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.

    1. Liability

    1. 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.
    2. 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.
    1. 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.

    1. 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. 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 5, 8, 9, 10 and 11 shall survive any effective termination of this Agreement.
    1. Third party rights

    No term of this License is intended to confer a benefit on, or to be enforceable by, any person who is not a party to this license.

    1. 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.
    1. 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.

    1. Assignment

    The Customer shall not assign this Licence or any of the rights granted under it without XMOS’s prior written consent.

    1. 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

  • 1. Agreement

    1.1. BY ACCESSING, USING, INSTALLING AND/OR DOWNLOADING THE XMOS DESIGN FILES, YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS. IF YOU DO NOT AGREE TO THESE, DO NOT ATTEMPT TO ACCESS, USE, INSTALL AND/OR DOWNLOAD THE XMOS DESIGN FILES.

    2. Parties

    2.1. This license agreement (“Agreement”) is a legal agreement between you (acting in your individual capacity or on behalf of a legal entity) (“Customer” or “you”) and XMOS LIMITED Company No. 05494985 of 9th Floor, 107 Cheapside, London, EC2V 6DN (“XMOS”, “us” or ”we”).

    2.2. If you are entering into this Agreement on behalf of another legal entity such as a company, partnership, university, college etc. (for example, as an employee, student or consultant), you warrant that you have authority to bind that entity.

    2.3. The Agreement includes the License as defined below.

    3. Definitions

    3.1. “Customer’s PCB Design” means the design of the Customer’s PCB.

    3.2. “License” means the licence of the XMOS Design Files granted in this Agreement.

    3.3. “PCB” means a printed circuit board.

    3.4. “XMOS Hardware” means any XMOS devices supplied or made available by XMOS from time to time including the xCORETM XS1 multicore controllers, the xCORE-200TM multicore microcontrollers and VocalFusionTM voice processors.

    3.5. “XMOS Design Files” comprises the schematics, gerbers, bill of materials, drill data files, netlist files, ODB++ files, Altium Designer files made available via the XMOS website at www.xmos.com to the Customer to design PCB’s which incorporate the XMOS Hardware.

    3.6. The headings in this Agreement do not affect its interpretation. Save where the context otherwise requires, references to clauses and schedules are to clauses and schedules of this Agreement.

    3.7. Unless the context otherwise requires:

    3.7.1. references to XMOS and the Customer include their permitted successors and assigns;

    3.7.2. references to statutory provisions include those statutory provisions as amended or re-enacted; and

    3.7.3. references to any gender include all genders.

    3.8. Words in the singular include the plural and in the plural include the singular.

    3.9. Any reference to “including” shall be without limitation to the words which follow it.

    4. License

    4.1. In consideration of the Customer agreeing to be bound by this Agreement and for other good and valuable consideration, the receipt and sufficiency of which XMOS acknowledges, XMOS grants the Customer a non-exclusive, personal, non-sublicensable, royalty free, non-transferable, worldwide license to copy, use and incorporate all or part of the XMOS Design Files to the Customer’s PCB Design solely for use with the XMOS Hardware.

    4.2. Where the XMOS Design Files are made available in Altium data file format, Customers should review the licence terms at www.altium.com to assess if they require a licence to use the XMOS Design Files in conjunction with the Customer’s PCB Design.

    5. Restrictions On Use

    5.1. Customer shall not:

    5.1.1. use the XMOS Design Files in any way for the purpose of designing or manufacturing any products that compete with or copy in whole or in part the XMOS Hardware;

    5.1.2. use the XMOS Design Files other than as expressly permitted in clause 4.1;

    5.1.3. distribute the XMOS Design Files to any third party and shall ensure all third parties who need access to the Design Files or to carry out any of the activities stated in 4.1, have downloaded and accepted this Agreement;

    5.1.4. remove any copyright notices in the Design Files;

    5.1.5. copy or reproduce the Design Files except where such copying or reproduction is necessary and limited to the amounts required pursuant to clause 4.1, except where such copying is incidental or necessary for back up.

    6. Term

    6.1. Subject to clause 13 below, this License shall be perpetual.

    7. Export Controls

    7.1. The Customer shall use the XMOS Design Files in accordance with all applicable import and export control laws and regulations of the country in which it resides and of the United States and the UK, without limitation.

    7.2. The Customer shall not export or re-export the XMOS Design Files to any person or country prohibited under United States or UK export control laws and regulations.

    7.3. The Customer acknowledges that it is its responsibility to obtain copies of and to familiarise itself fully with these laws and regulations to avoid violation.

    7.4. Customer shall indemnify XMOS against any breach of this clause 7.

    8. Support

    8.1. XMOS may provide support for the XMOS Design Files pursuant to a separate support agreement.

    9. Warranty and Disclaimer

    9.1. The XMOS Design Files are provided “AS IS” without a warranty of any kind. The Customer’s exclusive remedy under this Agreement, shall be the correction of defects in media or replacement of the media.

    9.2. Whilst XMOS gives the Customer the right to design their own development PCBs to work with XMOS Hardware, the behaviour and security of applications when on the XMOS Hardware is the Customer’s own responsibility and any breach of security will not be deemed a defect or failure of the XMOS Design Files or XMOS 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 Customer’s applications.

    9.3. XMOS AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, 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.

    10. High Risk Activities

    10.1. The XMOS Design Files and the XMOS Hardware are not designed or intended for use in conjunction with high risk, critical applications or technology, or on-line control equipment in hazardous environments requiring fail-safe performance, including use in military, aerospace, automotive or medically related functions (collectively “High Risk Activities”) in which the failure of the XMOS Hardware and/or the Customer’s PCB Design could lead directly to death, personal injury, or severe physical or environmental damage. Any such use in High Risk Activities by Customer shall be at its own risk.

    10.2. XMOS and its licensors specifically disclaim any express or implied warranties or conditions relating to any use of the XMOS Design Files and XMOS Hardware in conjunction with High Risk Activities.

    11. Liability

    11.1. To the extent not prohibited by applicable law, neither XMOS nor its affiliates or 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 the theory of liability arising out of this Agreement, even if XMOS has been advised of the possibility of such damages. In no event shall XMOS’s or its licensors’ aggregate liability to the Customer whether in contract, tort (including negligence), or otherwise exceed £1 (one pound sterling).

    11.2. Any claim against XMOS under or in connection with this Agreement must be filed within 12 months from the date of the event giving rise to such claim and XMOS shall not be liable for any claim for damages or otherwise whatsoever brought or filed after the aforementioned period.

    11.3. Nothing in this Agreement shall limit or exclude XMOS’s liability for death or personal injury resulting from: (a) XMOS’ negligence; (b) fraud; or (c) any other liability that cannot be excluded or limited by English law.

    11.4. 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 of XMOS Design Files, including any development or derivative work from the XMOS Design Files, the Customer’s PCB Design and any breach or non-performance of this Agreement.

    12. Ownership of Intellectual Property

    12.1. Customer shall not use any trademarks or tradenames of XMOS without the prior written agreement of XMOS.

    12.2. The copyrights and all other intellectual and industrial property rights with respect to the XMOS Design Files, including the methods and techniques on which they are based and any patents or patent applications regarding or mapping onto the XMOS Design Files or the XMOS Hardware are owned by and retained by XMOS and/or its licensors as applicable. Nothing in this Agreement serves to transfer such rights.

    12.3. Customer may not sell, mortgage, sublicense, lend or transfer possession of the XMOS Design Files in any way whatsoever to any third party who is not bound by this Agreement.

    13. Termination

    13.1. XMOS may terminate the License and/or this Agreement by giving 30 days’ written notice.

    13.2. Either party may terminate the License and/or this Agreement immediately at any time on written notice to the other if the other party:

    13.2.1. is in material or persistent breach of any of the terms of this Agreement; or

    13.2.2. is unable to pay its debts as they fall due, or suspends payment of its debts, or becomes bankrupt, 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.

    13.3. Termination by either party in accordance with the rights contained in this clause 13 shall be without prejudice to any other rights or remedies of that party accrued prior to termination.

    13.4. On termination for any reason:

    13.4.1. all rights granted to the Customer under this License and/or Agreement shall cease;

    13.4.2. the Customer shall cease all activities authorised by this Agreement;

    13.4.3. the Customer shall immediately pay any sums due to XMOS under this Agreement; and

    13.4.4. the Customer shall immediately destroy or return to the XMOS (at the XMOS´s option) all copies of the XMOS Design Files then in its possession, custody or control; and in the case of destruction, certify to XMOS in writing, that it has done so.

    13.5. Clauses 7, 9, 10, 11, 12, 15, 16, 21 and 22 shall survive any effective termination of this Agreement.

    14. Third Party Rights

    14.1. No term of this Agreement is intended to confer a benefit on, or to be enforceable by, any person who is not a party.

    15. Confidentiality and Publicity

    15.1. All XMOS intellectual property rights, the Design Files and all feedback provided to XMOS under this Agreement are deemed “XMOS Confidential Information”. Customer shall not disclose any XMOS Confidential Information to any third party without prior written approval from XMOS. Customer shall not copy, adapt, or otherwise reproduce the XMOS Confidential Information save as is strictly necessary for the purposes of the License. Customer undertakes that it will respect and preserve the confidentiality of the XMOS Confidential Information indefinitely after the date of such disclosure, and such undertaking shall continue beyond termination of this Agreement.

    15.2. The obligations contained in this clause shall not apply, or shall cease to apply, to such part of the XMOS Confidential Information that the Customer can show to the reasonable satisfaction of XMOS:

    15.2.1. has become public knowledge other than through the fault of Customer;

    15.2.2. was already known to Customer prior to disclosure to it by XMOS without any obligations of confidentiality;

    15.2.3. is subject to a valid court order, provided Customer: (i) promptly notifies XMOS of the pending disclosure subject to such valid order in writing and gives XMOS the opportunity to obtain a protective order or otherwise to protect the confidentiality of the XMOS Confidential Information; and (ii) minimises the amount of XMOS Confidential Information which is disclosed under the valid court order, whilst still complying with such court order; and/or

    15.2.4. has been received from a third party who has not directly or indirectly breached any duty or obligation of confidence.

    15.3. The terms of this Agreement are confidential and may not be disclosed by the Customer without the prior written consent of XMOS.

    16. Entire Agreement

    16.1. This Agreement comprise the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to their subject matter.

    17. Notice

    17.1. Written notice includes notice by email. Notice shall be deemed received as follows: on the day delivered if personally delivered during normal business hours; on the next business day if sent by email; and on the 5th business day following mailing by first class certified mail (or the equivalent) postage prepaid.

    18. Waiver

    18.1. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

    19. Audit

    19.1. Customer agrees that XMOS shall, on 5 business days’ notice, be entitled to carry out an audit of Customer’s compliance with the terms of this Agreement and Customer agrees to reasonably cooperate with XMOS during such audits.

    20. Assignment

    20.1. The Customer shall not assign the License or this Agreement without XMOS’s prior written consent. XMOS shall be entitled to assign, or deal in any other manner with any or all of its rights and obligations under this Agreement, provided that it gives prior written notice of such dealing to the Customer.

    21. General

    21.1. In the event of conflict, the terms of this Agreement shall prevail over any terms of supply, purchase order or other terms unless expressly stated (and unless express reference to this Agreement is made to the contrary).

    21.2. Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of XMOS, which is not set out in this Agreement or any document expressly referred to in it.

    21.3. Customer acknowledges and agrees that XMOS may immediately seek enforcement of this Agreement by means of specific performance or injunction.

    21.4. Customer shall comply with all national, state, and local laws and regulations governing the use of the Design Files in accordance with the terms of this Agreement.

    21.5. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such finding shall not affect the remainder of this Agreement which shall remain in full force and effect as if the provision(s) held to be invalid or unenforceable had not been a part of this Agreement. In the event of such finding of invalidity or unenforceability, the parties will substitute forthwith the invalid, or unenforceable provision(s) by such effective provision(s) as will most closely correspond with the original intention of the provision(s) so voided.

    22. Governing Law and Jurisdiction

    22.1. This Agreement shall be governed by and construed in accordance with English law and each party hereby submits to the exclusive jurisdiction of the English courts.