WOLFSON SOFTWARE LICENCE
NOTICE TO USERS: CAREFULLY READ THE TERMS AND CONDITIONS OF THIS LICENCE. BY INSTALLING AND/OR USING THE SOFTWARE YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING THE LICENSEE TO THIS LICENCE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS LICENCE, DO NOT INSTALL OR USE THE SOFTWARE.
Wolfson Microelectronics plc, a company incorporated in Scotland (Company Number SC089839) and having its registered office at Westfield House, 26 Westfield Road, Edinburgh EH11 2QB, ("Wolfson") grants you (the "Licensee") a non-exclusive, non-transferable Licence for the accompanying software product(s) including (if applicable) electronic documentation and associated material (the "Software"). The Licence permits you to "Use" (as hereinafter defined) the Software on a single computer (the "System") for single use only in conjunction with other software and products of Wolfson upon the terms and subject to the conditions contained in this Licence. The Software may NOT be transferred electronically from one computer to another nor used over a network.
1. In this Licence "Use" shall mean and include utilisation of the Software by copying, transmitting or loading the same into the permanent memory (e.g. hard disk, CD ROM or other storage device) of the System for the processing of the System instructions or statements contained in such Software; copying the Software which is in machine-readable form for use by the Licensee on the System for the purposes only of understanding the contents of such machine-readable material; and using such Software only in conjunction with other software and products of Wolfson. One (1) copy of the Software may be made for back-up provided it contains the same copyright and proprietary notices as the original.
2. Upon accepting this Licence you undertake: (a) not to copy the Software (other than for normal operation and as specified in Clause 1 above) nor (subject to applicable law rights) to disassemble, decompile or reverse engineer the Software; (b) not to translate, modify, lease, rent, loan, redistribute, sub-lease, sub-license or create derivative works from the Software; (c) to maintain accurate and up to date records of the number and location of all copies of the Software; (d) to supervise and control Use of the Software in accordance with the terms of this Licence; (e) to ensure that your employees, agents and other parties who will use the Software are notified of this Licence and the terms of this Licence prior to such employee, agent or party using the same; (f) to reproduce and include the copyright notice of Wolfson as it appears in or on the Software on all copies; (g) not to provide or otherwise make available the Software to any person other than your employees or as specified in this Licence without prior written consent from Wolfson; (h) not to display the Software on a public bulletin board, ftp site , world wide web site, chat room or by any other unauthorised means; (i) not to use the Software for immoral, illegal or for any other purpose including but not limited to the creation or transmission of any virus, worms, trojan horse, cancelbot or any other destructive or contaminating program; (j) within 14 days after the date of termination or discontinuance of this Licence for whatever reason, to destroy the Software and all upgrades or copies.
3. (a) THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND. ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. (b) WOLFSON DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR FREE OR THAT SUCH ERRORS WILL BE CORRECTED AND THE LICENSEE IS SOLELY RESPONSIBLE FOR ALL COSTS AND EXPENSES ASSOCIATED WITH RECTIFICATION, REPAIR OR DAMAGE CAUSED BY SUCH ERRORS. (c) Wolfson may create new versions of the Software ("Upgrades") which may correct such errors and although Wolfson has no obligation to notify existing licensees of such Upgrades, the same will be made available at the same Internet site as the Licensee downloaded the Software accompanying this Licence, at such cost (if any) as shall be indicated. (d) WOLFSON SHALL NOT BE LIABLE TO THE LICENSEE OR TO ANY OTHER PARTY FOR ANY LOSSES, CLAIMS, COSTS, EXPENSES, LIABILITIES AND/OR DAMAGES WHATSOEVER OR HOWSOEVER CAUSED ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH THIS LICENCE, THE SOFTWARE, ITS USE OR OTHERWISE, EXCEPT TO THE EXTENT THAT SUCH LIABILITY MAY NOT BE LAWFULLY EXCLUDED UNDER THE APPLICABLE LAW. (e) NOT WITHSTANDING THE GENERALITY OF 3(c) ABOVE, WOLFSON EXPRESSLY EXCLUDES LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE AND/OR LOSS OF PROFIT WHICH MAY ARISE IN RESPECT OF THE SOFTWARE HOWSOEVER CAUSED EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (f) IN THE EVENT THAT WOLFSON INCURS ANY LIABILITY WHATSOEVER, SUCH LIABILITY IS LIMITED TO $1000 WHICH IS A SUM EQUIVALENT TO THE LICENCE FEE WHICH WOLFSON BELIEVES COULD BE CHARGED BY WOLFSON FOR THE SOFTWARE (EXCEPT FOR DEATH OR PERSONAL INJURY ARISING FROM WOLFSON'S BREACH OF DUTY). (g) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU TO THE EXTENT THAT LIABILITY IS BY LAW INCAPABLE OF EXCLUSION OR RESTRICTION. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.
4. All copyright, trade marks and other intellectual property rights subsisting in or used in connection with the Software (including but not limited to all images, animation, audio and other identifiable material relating to the Software) are and remain the sole property of Wolfson.
5. You may terminate this Licence at any time by destroying the Software, documentation and all copies. Wolfson may terminate this Licence at any time forthwith upon written notice to you if you are found in breach of any of these terms. If you are notified of such termination, you must comply with the provisions of Clause 2(j) above.
6. In the event of invalidity of any provision of this Licence, such invalidity shall not affect the validity of the remaining provisions of this Licence.
7. The parties hereby agree that this Licence shall be construed in accordance with Scots law and the parties hereby submit to the exclusive jurisdiction of the Scottish courts.
Rev July 2006