To download and use Audio Weaver® ST Edition, please review and accept the following licensing terms.
IMPORTANT NOTICE: This is a legal document between you (either as an individual or entity, hereinafter “LICENSEE” or “YOU”) and DSP CONCEPTS, INC (“DSPC”). dspc IS WILLING TO lICENSE the accompanying software, documentation and Examples (together, “Product”) to you FOR YOUR INTERNAL EVALUATION PURPOSES ONLY upon the condition that you accept all of the terms AND CONDITIONS contained in this evaluation Software License Agreement (“Agreement”). Read the following terms and conditions carefully before using the product because They define your rights and obligations with respect to the PRODUCT, UNLESS YOU AND DSPC HAVE EXECUTED A SEPARATE AGREEMENT GOVERNING USE OF THE product. If you do not agree to the terms of this Agreement, THEN DSPC IS UNWILLING TO LICENSE THE PRODUCT TO YOU AND YOU MAY NOT DOWNLOAD THE PRODUCT. BY CLICKING ON THE “I AGREE” BUTTON BELOW, OR Installing OR USING this PRODUCT on your computer, YOU ARE indicatING your UNDERSTANDING and acceptance of, and agreement with, the following terms and conditions. An individual who does not have the authority to bind the entity using the product shall not use the product without obtaining approval of this agreement from a person having such authority.
"SOFTWARE" shall mean the Audio Weaver® audio signal processing development environment which is included in PRODUCT. A part of the SOFTWARE executes on the PC and a part executes on an embedded audio processor.
“EXAMPLES” shall mean the block diagrams showing implementations of audio functions in Audio Weaver .
“DOCUMENTATION” shall mean all documents relating to the Audio Weaver® Product supplied by DSPC including, but not limited to, user guides, API documentation, module documentation, and tutorials on how to use the PRODUCT.
“Open Source Software” shall mean any software that requires as a condition of use, modification or distribution of the software that that software or other software incorporated into, derived from or distributed with that software: (a) be disclosed or distributed in Source Code; (b) be licensed by the user to third parties for the purpose of making or distributing derivative works; or (c) be redistributable at no charge.
2. OWNERSHIP AND COPYRIGHT NOTICE. LICENSEE acknowledges and agrees that (a) DSPC owns all right, title and interest in and to the PRODUCT, and all parts thereof, including all intellectual property rights therein and thereto, (b) the Product is licensed, not sold, (c) the PRODUCT, and all parts thereof, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of DSPC and its licensors and that (d) all parts of PRODUCT, including SOFTWARE, DOCUMENTATION and EXAMPLES, are copyrighted material owned or distributed under authority by DSPC and are protected by United States copyright law and international treaties.
3. LICENSE GRANT. Subject to LICENSEE’s compliance with the terms and conditions of this Agreement, DSPC hereby grants to LICENSEE during the term of this Agreement, a limited, non-exclusive, non-transferable, revocable license to install and use the PRODUCT solely on computer systems controlled by LICENSEE and solely for the purposes of LICENSEE’s internal testing and evaluation and not for any other purpose, including production use of any type.
4. LICENSE RESTRICTIONS. LICENSEE shall not permit any person other than LICENSEE’s employees to view, access, possess or use the PRODUCT and LICENSEE shall cause all such employees to abide by all terms and conditions imposed upon LICENSEE herein. Except as expressly permitted in this Agreement, LICENSEE shall not, and shall not permit any third party to: (a) modify, enhance or create any derivative work of, any part of the licensed PRODUCT; (b) access or use any part of the PRODUCT in order to create a similar or competitive product or service; (c) disassemble, decompile, reverse engineer the PRODUCT or otherwise attempt to gain access to its method of operation or source code; (d) sell, license, sublicense, publish, display, distribute, disseminate, assign, rent, lease, gift, host, commercial exploit, make available offer as a service, post, transmit, or otherwise transfer the PRODUCT, any copy or portion thereof, or any intellectual property rights therein to any third party, without DSPC’s prior written consent; (e) alter, remove, or obscure any intellectual property information, notices or legends (pertaining to copyright, trade secrets, patents, trademarks, logos, proprietary and/or other intellectual property rights) that are affixed to or otherwise present in the PRODUCT (“Marks”); (f) copy, make available for copy, or otherwise reproduce the PRODUCT, in whole or in part, except either (i) as may be required for installation into computer memory for the purpose of executing the PRODUCT as permitted hereunder, or (ii) to make a reasonable number of copies solely for back-up purposes provided that any such permitted copies shall reproduce all Marks contained in the original copy obtained from DSPC; or (g) subject the PRODUCT, in whole or in part, to any license obligations associated with Open Source Software, including combining the PRODUCT with Open Source Software in a manner that subjects Licensor, or any portion of the PRODUCT to any license obligations of any Open Source Software.
5. RESERVATION. DSPC reserves all rights in the PRODUCT not expressly granted to LICENSEE in this Agreement and no licenses are granted by implication, estoppel or otherwise.
6. TERM AND TERMINATION; SURVIVAL. This Agreement (and the licenses granted hereunder) remain in effect until terminated in accordance with this Agreement. YOU may terminate this Agreement and the licenses at any time by destroying all copies of the PRODUCT in YOUR possession or control. This Agreement (and the licenses granted hereunder) will automatically terminate, with or without notice from DSPC, if YOU breach any term of this Agreement. Upon termination, YOU must immediately cease all use of PRODUCT and, at DSPC’s option, either promptly destroy or return to DSPC all copies of the PRODUCT in YOUR possession or control. Sections 1, 2, 4, 5, 6, 7, 8 and 10 will survive any termination of this Agreement.
7. DISCLAIMER OF ALL WARRANTIES. LICENSEE ACKNOWLEDGES AND AGREES THAT THE PRODUCT AND ALL PARTS THEREOF ARE PROVIDED "AS IS". DSPC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE AND ANY WARRANTIES ARISING OUT OF A COURSE OF DEALING OR USUAGE OF TRADE. DSPC DOES NOT PROVIDE ANY WARRANTY OR MAKE ANY REPRESENTATION, EITHER EXPRESS OR IMPLIED, THAT THE PRODUCT WILL MEET LICENSEE’S NEEDS OR EXPECTATIONS, THAT IT WILL FUNCTION AS ANTICIPATED, OR WILL OPERATE WITHOUT INTERRUPTION OR WILL BE ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DSPC OR ELSEWHERE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
8. EXCLUSION OF CERTAIN DAMAGES; LIMITATION OF LIABILITY.
8.1. EXCLUSION OF CERTAIN DAMAGES. IN NO EVENT SHALL DSPC BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF DATA, BUSINESS, PROFITS, ABILITY TO EXECUTE OR USE OF, ANY PRODUCT, INTERRUPTION OF BUSINESS, cost of procuring substitute products OR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF, IN CONNECTION WITH OR UNDER THIS AGREEMENT, OR THE PRODUCT, WHETHER SUCH LIABILITY IS BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF DSPC WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES OR WAS GROSSLY NEGLIGENT.
8.2. LIMITATION OF LIABILTY. NOTWITHSTANDING ANYTHING TO THE CONTRARY, UNDER NO CIRCUMSTANCES SHALL DSPC'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE PRODUCT AND OTHER PRODUCTS AND SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE IN ANY DEGREE), WARRANTY, STRICT LIABILITY, OR OTHERWISE FOR ANY LOSS OR DAMAGE ARISING OUT OF, OR IN CONNECTION WITH THE PRODUCT OR OTHER PRODUCTS OR ANY SERVICES PROVIDED HEREUNDER SHALL IN NO CASE EXCEED ONE HUNDRED ($100) U.S. DOLLARS.
8.3. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
9. NO MAINTENANCE, SUPPORT OR SERVICES. Under no circumstances shall DSPC have any obligation to LICENSEE, its customers or anyone else to provide any maintenance, support or other services for the PRODUCT.
10.1. Compliance with Laws. LICENSEE shall comply with all applicable US and other laws and regulations in performance of this Agreement and use of PRODUCT. LICENSEE agrees to comply fully with all relevant export laws and regulations of the United States and any other applicable jurisdiction (“Export Laws”) to ensure that the PRODUCT is not: (a) exported or re-exported directly or indirectly in violation of Export Laws; or (b) used for any purposes prohibited by the Export Laws, including but not limited to nuclear, chemical, or biological weapons proliferation. .
10.2. U.S. Government End Users. The PRODUCT and all parts thereof are “commercial items” as that term is defined in FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and DFARS 227.7202. If the PRODUCT is being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government’s rights in the PRODUCT will be only those specified in this Agreement.
10.3. No Assignment. LICENSEE shall not assign or transfer this Agreement or any right or license granted hereunder nor delegate any obligation hereunder, by operation of law or otherwise, without DSPC’s prior express written consent and any attempt to do so, without such consent will be void.
10.4. Choice of Law; Exclusive Forum. All actions arising out of this Agreement shall be governed by the laws of the State of California without regard to or application of conflict of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply. The state and federal courts located in Santa Clara County in the State of California will have exclusive jurisdiction of all disputes and litigation arising out of or related to this Agreement and each party hereby irrevocably consents and submits to the personal jurisdiction of those courts and irrevocably waives all objections to such venue.
10.5. Injunctive Relief. It is understood and agreed that notwithstanding any other provisions of this Agreement, LICENSEE’s breach of confidentiality obligations or provisions relating to LICENSOR’s intellectual property rights (including, without limitation, the PRODUCT) will cause irreparable damage for which recovery of money damages would be inadequate, and that LICENSOR will therefore be entitled to seek timely injunctive relief in any court of competent jurisdiction to protect its rights under this Agreement, in addition to any and all remedies available at law.
10.6. Notices. All notices required under this Agreement will be: (a) sent to LICENSEE at the email address provided by LICENSEE upon registration for download of the PRODUCT (b) sent to DSPC by overnight delivery service or by certified mail to 1800 Wyatt Drive, Suite 14, Santa Clara, CA (c) be in writing (d) effective upon dispatch and (f) sent to a party by overnight delivery service or by certified mail at such other address as may be specified by that party to the other party by notice given in accordance with this section.
10.7. Integration Clause. This Agreement is the complete and exclusive statement of the Agreement between YOU and DSPC regarding the subject matter hereof and supersedes all prior oral and written communications, agreements, representations, statements and undertakings with respect to such subject matter, including any terms and conditions on LICENSEE’S purchase order or other purchase documents. The terms and conditions of this Agreement shall supersede any different, conflicting or additional terms on such documents from Licensee and the terms on such documents shall be of no force or effect. No modification, termination, extension, renewal or waiver of, nor addition to the terms and conditions of this Agreement shall be binding upon DSPC unless specifically set forth in writing, and signed by an authorized official of DSPC.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
IF YOU AS LICENSEE AGREE TO THE FOREGOING TERMS AND CONDITIONS AND DESIRE TO COMPLETE INSTALLATION OF THE PRODUCT, PLEASE CHECK THE “I ACCEPT” BOX BELOW AND CONTINUE. OTHERWISE, PLEASE CLICK HERE AND THE INSTALLATION PROCESS WILL STOP.