Licenses#

The MemryX SDK is made up of multiple components with different licenses. Please be sure to read all license information carefully before installing the SDK. By installing a SDK component, you are agreeing to the terms of its license.

The 4 SDK components are:

SDK Tools (pip package)
MX3 firmware and Windows driver
Runtime libraries, utilities, and Linux driver
Tutorials and examples

Lastly, there is the license of the text on the MemryX DevHub (this website) itself.

1. SDK Tools#

The SDK Tools, which are installed via the pip command in the SDK Tools Install instructions, are subject to the following license. The SDK Tools package includes the NeuralCompiler and Simulator. Do not install the SDK Tools if you do not agree to the terms of this license.

MemryX SDK Tools EULA

MEMRYX SOFTWARE DEVELOPMENT KIT (SDK) TOOLS END USER LICENSE AGREEMENT

READ THIS END USER LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING, ACCESSING, COPYING OR USING THE MEMRYX SDK TOOLS ACCOMPANYING THIS AGREEMENT. DOWNLOADING, INSTALLING, ACCESSING, COPYING, OR USING THE MEMRYX SDK TOOLS CREATES A BINDING CONTRACT BETWEEN MEMRYX INC. (“MEMRYX”) AND YOU (TOGETHER WITH THE BUSINESS OR OTHER ENTITY FOR WHICH THE SDK TOOLS IS OBTAINED, “LICENSEE”) AND CONSTITUTES ACCEPTANCE OF ALL TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT MODIFICATION.

IF YOU ARE NOT AUTHORIZED TO ENTER INTO THIS AGREEMENT, OR IF THE LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN YOU MAY NOT DOWNLOAD, INSTALL, ACCESS, COPY OR USE THE MEMRYX SDK TOOLS.

MemryX SDK Tools.
1.1 Grant of License. Subject to the terms and conditions herein, MemryX hereby grants to Licensee a limited, revocable, non-exclusive, non-transferable, non-assignable and non-sublicensable license to use and reproduce MemryX’s software development kit tools, which currently consists of the components listed in Exhibit A, (the “MemryX SDK Tools”) solely for use and distribution with Licensee’s products and services (the “Licensee Product”). MemryX may update Exhibit A in its sole discretion. The MemryX SDK Tools and corresponding documentation are collectively the “MemryX Materials”. MemryX owns all right, title, and interest in the MemryX Materials and all worldwide intellectual property rights embodied therein.

1.2 Open Source Software. The MemryX SDK Tools is accompanied by certain open source software components, each of which is identified in Exhibit B (the “Open Source Components”). MemryX may update Exhibit B in its sole discretion. Licensee shall comply with the open-source license terms and conditions (if any) associated with each of the Open Source Components.

1.3 Licensee’s Restrictions. Licensee has no rights or licenses with respect to the MemryX Materials except as expressly provided in this Agreement. Without limiting the generality of the foregoing, Licensee may not, except to the extent expressly provided for in Section 1.1 above: (a) copy, distribute, rent, lease, lend, sublicense or transfer the MemryX SDK Tools unless the recipient first agrees to all the terms and conditions of this Agreement; (b) decompile, reverse engineer, or disassemble the MemryX SDK Tools or otherwise attempt to discover the source code of the MemryX SDK Tools, except solely to the extent such acts are authorized under applicable law; (c) modify, remove, or obscure any copyright, trademark, patent or other notices or legends that may appear on the MemryX Materials or during the use and operation thereof; or (d) cause the MemryX SDK Tools to become subject to the terms of any open source license agreement.
Updates; Technical Support.
MemryX is not obligated to provide maintenance, technical support, or updates to Licensee for the MemryX Materials. Notwithstanding the foregoing, MemryX may provide technical support services to Licensee from time to time pursuant to a separate agreement and at MemryX’s then current rates. MemryX may make such changes and improvements to the MemryX Materials during the Term as MemryX deems appropriate in its sole discretion (“Updates”). MemryX is not required to ensure that any Updates or new versions of the MemryX Materials are compatible with or employable in the Licensee Product.
Term and Termination.
This Agreement shall be effective as of the Effective Date and shall continue unless terminated by either party. Either party may terminate this Agreement upon five (5) days’ prior written notice for any reason or no reason to the other party. Sections 1.1 (final sentence), 1.2, 1.3, and 3 through 12 shall survive any expiration or termination or termination of this Agreement. For the avoidance of doubt, upon expiration or termination of this Agreement for any reason, the Section 1.1 license shall terminate, and Licensee shall immediately cease any use, distribution, sale or any other disposition of the MemryX SDK Tools and destroy all copies of the MemryX SDK Tools in its possession.
Warranty.
Except as EXPRESSLY SET FORTH set forth in this AGREEMENT, the MEMRYX MATERIALS are provided “AS-IS.” MemryX does not make any representation, warranty or covenant regarding the MEMRYX MATERIALS or that the MEMRYX MATERIALS shall meet Licensee’s requirements. MEMRYX HEREBY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability.
IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL MEMRYX BE LIABLE FOR LOST PROFITS OR REVENUES, LOSS OF USE OF ANY EQUIPMENT OR SOFTWARE, SYSTEMS, FACILITIES, LOSS OF DATA OR INFORMATION, LACK OR LOSS OF PRODUCTIVITY, COST OF SUBSTITUTE EQUIPMENT, SOFTWARE, SYSTEMS OR SERVICES, OR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY NATURE, EVEN IF MEMRYX HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME. The total liability of MemryX for all claims of any kind, whether in contract, tort (including negligence), strict liability or otherwise, arising out of, connected with, or resulting from the performance or breach of this Agreement or the MEMRYX MATERIALS provided hereunder shall in no event exceed the total LICENSE FEES paid by Licensee FOR THE APPLICABLE MEMRYX MATERIALS IN THE SIX MONTHS PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM.
Venue; Governing Law.
If Licensee is located in the United States, this Agreement shall be construed and enforced under the laws of the State of Delaware without regard to its conflicts of laws principles. Each party hereby irrevocably consents to the exclusive jurisdiction of the United States District Court for the District of Delaware, or, if federal subject matter jurisdiction is lacking, then in the Delaware state trial court. If Licensee is located outside the United States, this Agreement shall be construed and enforced under the laws of the State of Delaware without regard to its conflicts of laws principles, and all disputes arising out of or in connection with this Agreement shall be finally settled in Delaware, under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with such rules and judgment upon the award rendered may be entered in any court having jurisdiction thereof. The arbitrator(s) shall have the authority to grant any equitable and legal remedies that would be available in any judicial proceeding instituted to resolve a dispute. Such arbitration shall be conducted by a single arbitrator chosen by mutual agreement of the parties. The decision of the arbitrator as to any claim or dispute shall be final, binding, and conclusive upon the parties to this Agreement. The parties to the arbitration may apply to a court of competent jurisdiction for a temporary restraining order, preliminary injunction or other interim or conservatory relief, as necessary, without breach of this arbitration provision and without abridgement of the powers of the arbitrator(s). Each party shall pay its own costs and expenses (including attorneys’ fees) of any such arbitration, and each party waives its right to seek an order compelling the other party to pay its portion of its costs and expenses (including counsel fees) for any arbitration.
Independent Contractors.
MemryX is an independent contractor and not an agent or representative of Licensee. No employee of MemryX shall be deemed an employee of Licensee. As between the parties, MemryX is solely responsible for compensating its employees, providing employment benefits and for withholding all applicable payroll taxes.
No Third-Party Beneficiaries.
The parties agree that this Agreement is intended to be solely for the benefit of the parties hereto and that no third parties shall obtain any direct or indirect benefits from the Agreement, have any claim or be entitled to any remedy under this Agreement or otherwise in any way be regarded as third-party beneficiaries under this Agreement.
Non-Exclusivity.
This relationship is non-exclusive, and nothing herein shall prevent MemryX from providing the MemryX Materials to any third party.
Assignment.
Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, except that MemryX may assign its rights and obligations under this Agreement without the consent of Licensee in connection with any merger (by operation of law or otherwise), consolidation, reorganization, change in control or sale of all or substantially all of its assets related to this Agreement or similar transaction. This Agreement inures to the benefit of and shall be binding on the parties’ permitted assignees, transferees and successors.
Government Licensees.
To the extent that Licensee is an agency or instrumentality of the U.S. government, the parties agree that the MemryX Materials are commercial computer software and commercial computer software documentation, and that Licensee’s rights therein are as specified in this Agreement, per FAR 12.212 and DEARS 227.7202-3, as applicable, or in the case of NASA, subject to NFS 1852.227-86.
Miscellaneous.
MemryX may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. Changes will be effective: (i) thirty (30) days after the MemryX provides notice of the Changes, whether such notice is provided through a user interface, is sent to the e-mail address associated with your account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first. Under this Agreement, you consent to receive communications from the MemryX electronically. The MemryX Materials may be subject to export laws and regulations. Licensee agrees to comply with any United States and international export laws and regulations that may apply. All notices and correspondence under this Agreement shall be in writing and shall be delivered by personal service, express courier, or certified mail, return receipt requested, to the addresses first set forth herein, or at such different address as may be designated by such party by written notice to the other party from time to time. All notices shall be deemed received and effective upon receipt if delivered personally or sent by express courier, and seven (7) days after mailing if sent by certified mail. This Agreement constitutes the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and merges and supersedes all prior discussions and writings with respect hereto. No modification, alteration or amendment of this Agreement shall be effective unless set forth in writing and signed by the parties. If any provision of this Agreement is determined by a court to be invalid, unenforceable or illegal, such provision shall be (a) modified to be made valid, enforceable and legal in such a manner as to best effectuate the manifest intent of the parties on the date hereof, or (b) deemed eliminated where such modification is not practicable; and the remainder of this Agreement shall remain in effect in accordance with its terms as modified by such modification or deletion. The failure or delay of either party to insist in any one or more instances upon performance of any of the terms, covenants or conditions of this Agreement or to exercise any right, power or privilege under this Agreement, shall not operate or be construed as a relinquishing of future performance under this Agreement or as a waiver of any of the same or similar rights, powers or privileges in the future, and the obligation of the other party with respect to such future rights or performance shall continue in full force and effect as if such failure or delay never occurred. Paragraph headings used in this Agreement are for reference purposes only and shall not be interpreted to limit or affect in any way the meaning of the language contained in such paragraphs. No provision of this Agreement will be construed against either party as the drafter thereof.

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Exhibit A

Memryx SDK Tools Components:

NeuralCompiler
Simulator

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Exhibit B

Open Source Components:

SystemC

Copyright (c) Accellera Systems Initiative

Apache 2.0 License

Source obtained from accellera-official/systemc

In other words: you’re free to use and redistribute the package, but no modifications are allowed. If redistributing to others, they must also agree to this EULA.

2. MX3 firmware and Windows driver#

The MX3’s firmware files (cascade.bin and its variants), as well as the Windows driver package, are distributed under the same terms as the SDK Tools. Do not install these packages if you do not agree to the terms of this license.

Firmware and Driver EULA

MEMRYX FIRMWARE AND DRIVER END USER LICENSE AGREEMENT

READ THIS END USER LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING, ACCESSING, COPYING OR USING THE MEMRYX FIRMWARE AND DRIVER ACCOMPANYING THIS AGREEMENT. DOWNLOADING, INSTALLING, ACCESSING, COPYING, OR USING THE MEMRYX FIRMWARE AND DRIVER CREATES A BINDING CONTRACT BETWEEN MEMRYX INC. (“MEMRYX”) AND YOU (TOGETHER WITH THE BUSINESS OR OTHER ENTITY FOR WHICH THE FIRMWARE AND DRIVER IS OBTAINED, “LICENSEE”) AND CONSTITUTES ACCEPTANCE OF ALL TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT MODIFICATION.

IF YOU ARE NOT AUTHORIZED TO ENTER INTO THIS AGREEMENT, OR IF THE LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN YOU MAY NOT DOWNLOAD, INSTALL, ACCESS, COPY OR USE THE MEMRYX FIRMWARE AND DRIVER.

MemryX Firmware and Driver.
1.1 Grant of License. Subject to the terms and conditions herein, MemryX hereby grants to Licensee a limited, revocable, non-exclusive, non-transferable, non-assignable and non-sublicensable license to use and reproduce MemryX’s software development kit tools, which currently consists of the components listed in Exhibit A, (the “MemryX Firmware and Driver”) solely for use and distribution with Licensee’s products and services (the “Licensee Product”). MemryX may update Exhibit A in its sole discretion. The MemryX Firmware and Driver and corresponding documentation are collectively the “MemryX Materials”. MemryX owns all right, title, and interest in the MemryX Materials and all worldwide intellectual property rights embodied therein.

1.2 Licensee’s Restrictions. Licensee has no rights or licenses with respect to the MemryX Materials except as expressly provided in this Agreement. Without limiting the generality of the foregoing, Licensee may not, except to the extent expressly provided for in Section 1.1 above: (a) copy, distribute, rent, lease, lend, sublicense or transfer the MemryX Firmware and Driver unless the recipient first agrees to all the terms and conditions of this Agreement; (b) decompile, reverse engineer, or disassemble the MemryX Firmware and Driver or otherwise attempt to discover the source code of the MemryX Firmware and Driver, except solely to the extent such acts are authorized under applicable law; (c) modify, remove, or obscure any copyright, trademark, patent or other notices or legends that may appear on the MemryX Materials or during the use and operation thereof; or (d) cause the MemryX Firmware and Driver to become subject to the terms of any open source license agreement.
Updates; Technical Support.
MemryX is not obligated to provide maintenance, technical support, or updates to Licensee for the MemryX Materials. Notwithstanding the foregoing, MemryX may provide technical support services to Licensee from time to time pursuant to a separate agreement and at MemryX’s then current rates. MemryX may make such changes and improvements to the MemryX Materials during the Term as MemryX deems appropriate in its sole discretion (“Updates”). MemryX is not required to ensure that any Updates or new versions of the MemryX Materials are compatible with or employable in the Licensee Product.
Term and Termination.
This Agreement shall be effective as of the Effective Date and shall continue unless terminated by either party. Either party may terminate this Agreement upon five (5) days’ prior written notice for any reason or no reason to the other party. Sections 1.1 (final sentence), 1.2, 1.3, and 3 through 12 shall survive any expiration or termination or termination of this Agreement. For the avoidance of doubt, upon expiration or termination of this Agreement for any reason, the Section 1.1 license shall terminate, and Licensee shall immediately cease any use, distribution, sale or any other disposition of the MemryX Firmware and Driver and destroy all copies of the MemryX Firmware and Driver in its possession.
Warranty.
Except as EXPRESSLY SET FORTH set forth in this AGREEMENT, the MEMRYX MATERIALS are provided “AS-IS.” MemryX does not make any representation, warranty or covenant regarding the MEMRYX MATERIALS or that the MEMRYX MATERIALS shall meet Licensee’s requirements. MEMRYX HEREBY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability.
IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL MEMRYX BE LIABLE FOR LOST PROFITS OR REVENUES, LOSS OF USE OF ANY EQUIPMENT OR SOFTWARE, SYSTEMS, FACILITIES, LOSS OF DATA OR INFORMATION, LACK OR LOSS OF PRODUCTIVITY, COST OF SUBSTITUTE EQUIPMENT, SOFTWARE, SYSTEMS OR SERVICES, OR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY NATURE, EVEN IF MEMRYX HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME. The total liability of MemryX for all claims of any kind, whether in contract, tort (including negligence), strict liability or otherwise, arising out of, connected with, or resulting from the performance or breach of this Agreement or the MEMRYX MATERIALS provided hereunder shall in no event exceed the total LICENSE FEES paid by Licensee FOR THE APPLICABLE MEMRYX MATERIALS IN THE SIX MONTHS PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM.
Venue; Governing Law.
If Licensee is located in the United States, this Agreement shall be construed and enforced under the laws of the State of Delaware without regard to its conflicts of laws principles. Each party hereby irrevocably consents to the exclusive jurisdiction of the United States District Court for the District of Delaware, or, if federal subject matter jurisdiction is lacking, then in the Delaware state trial court. If Licensee is located outside the United States, this Agreement shall be construed and enforced under the laws of the State of Delaware without regard to its conflicts of laws principles, and all disputes arising out of or in connection with this Agreement shall be finally settled in Delaware, under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with such rules and judgment upon the award rendered may be entered in any court having jurisdiction thereof. The arbitrator(s) shall have the authority to grant any equitable and legal remedies that would be available in any judicial proceeding instituted to resolve a dispute. Such arbitration shall be conducted by a single arbitrator chosen by mutual agreement of the parties. The decision of the arbitrator as to any claim or dispute shall be final, binding, and conclusive upon the parties to this Agreement. The parties to the arbitration may apply to a court of competent jurisdiction for a temporary restraining order, preliminary injunction or other interim or conservatory relief, as necessary, without breach of this arbitration provision and without abridgement of the powers of the arbitrator(s). Each party shall pay its own costs and expenses (including attorneys’ fees) of any such arbitration, and each party waives its right to seek an order compelling the other party to pay its portion of its costs and expenses (including counsel fees) for any arbitration.
Independent Contractors.
MemryX is an independent contractor and not an agent or representative of Licensee. No employee of MemryX shall be deemed an employee of Licensee. As between the parties, MemryX is solely responsible for compensating its employees, providing employment benefits and for withholding all applicable payroll taxes.
No Third-Party Beneficiaries.
The parties agree that this Agreement is intended to be solely for the benefit of the parties hereto and that no third parties shall obtain any direct or indirect benefits from the Agreement, have any claim or be entitled to any remedy under this Agreement or otherwise in any way be regarded as third-party beneficiaries under this Agreement.
Non-Exclusivity.
This relationship is non-exclusive, and nothing herein shall prevent MemryX from providing the MemryX Materials to any third party.
Assignment.
Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, except that MemryX may assign its rights and obligations under this Agreement without the consent of Licensee in connection with any merger (by operation of law or otherwise), consolidation, reorganization, change in control or sale of all or substantially all of its assets related to this Agreement or similar transaction. This Agreement inures to the benefit of and shall be binding on the parties’ permitted assignees, transferees and successors.
Government Licensees.
To the extent that Licensee is an agency or instrumentality of the U.S. government, the parties agree that the MemryX Materials are commercial computer software and commercial computer software documentation, and that Licensee’s rights therein are as specified in this Agreement, per FAR 12.212 and DEARS 227.7202-3, as applicable, or in the case of NASA, subject to NFS 1852.227-86.
Miscellaneous.
MemryX may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. Changes will be effective: (i) thirty (30) days after the MemryX provides notice of the Changes, whether such notice is provided through a user interface, is sent to the e-mail address associated with your account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first. Under this Agreement, you consent to receive communications from the MemryX electronically. The MemryX Materials may be subject to export laws and regulations. Licensee agrees to comply with any United States and international export laws and regulations that may apply. All notices and correspondence under this Agreement shall be in writing and shall be delivered by personal service, express courier, or certified mail, return receipt requested, to the addresses first set forth herein, or at such different address as may be designated by such party by written notice to the other party from time to time. All notices shall be deemed received and effective upon receipt if delivered personally or sent by express courier, and seven (7) days after mailing if sent by certified mail. This Agreement constitutes the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and merges and supersedes all prior discussions and writings with respect hereto. No modification, alteration or amendment of this Agreement shall be effective unless set forth in writing and signed by the parties. If any provision of this Agreement is determined by a court to be invalid, unenforceable or illegal, such provision shall be (a) modified to be made valid, enforceable and legal in such a manner as to best effectuate the manifest intent of the parties on the date hereof, or (b) deemed eliminated where such modification is not practicable; and the remainder of this Agreement shall remain in effect in accordance with its terms as modified by such modification or deletion. The failure or delay of either party to insist in any one or more instances upon performance of any of the terms, covenants or conditions of this Agreement or to exercise any right, power or privilege under this Agreement, shall not operate or be construed as a relinquishing of future performance under this Agreement or as a waiver of any of the same or similar rights, powers or privileges in the future, and the obligation of the other party with respect to such future rights or performance shall continue in full force and effect as if such failure or delay never occurred. Paragraph headings used in this Agreement are for reference purposes only and shall not be interpreted to limit or affect in any way the meaning of the language contained in such paragraphs. No provision of this Agreement will be construed against either party as the drafter thereof.

—

Exhibit A

Memryx Firmware and Driver Components:

MX3 Firmware
Windows Driver

In other words: you’re free to use and redistribute these packages, but no modifications are allowed. If redistributing to others, they must also agree to this EULA.

3. Runtime libraries, utils, and Linux driver#

The remaining SDK components, such as the the Accelerator APIs, are distributed under their own open-source licenses. Namely, they are all under the persmissive MIT License. Please see their respective source repositories on our GitHub page for more information.

4. Tutorials and Examples#

Each tutorial or example application may have its own license terms, as most will incorporate a third-party open-source neural network model and/or code. Please be sure to read the license information for each tutorial and example, as they will differ from one to the next. Generally, most will be MIT or GPL.

DevHub Website Content#

The text of the Developer Hub, which is the site you are currently on (developer.memryx.com) and otherwise known as the “DevHub”, is Copyright (c) MemryX Inc., and published under the CreativeCommons CC-BY license. When noted on the page, spec sheets and other pages are CreativeCommons CC-BY-ND. Code snippets contained the DevHub may be subject to their own open-source license as stated above in #4.