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1 | Texas Instruments Incorporated |
2 | Technology and Software Publicly Available | |
3 | Software (Object Code) License Agreement | |
4 | ||
5 | ||
6 | IMPORTANT - PLEASE READ THE FOLLOWING LICENSE AGREEMENT CAREFULLY. THIS IS | |
7 | A LEGALLY BINDING AGREEMENT. DO NOT DOWNLOAD THE LICENSED MATERIALS | |
8 | UNLESS: (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS | |
9 | LICENSE AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY | |
10 | THE TERMS OF THIS AGREEMENT. | |
11 | ||
12 | This Software License Agreement ("Agreement") is a legal agreement between you | |
13 | (either an individual or entity) and Texas Instruments Incorporated | |
14 | ("TI"). The "Licensed Materials" subject to this Agreement include, | |
15 | in whole or in part, the software programs that accompany this Agreement | |
16 | and any "on-line" or electronic documentation associated with these | |
17 | programs. By installing, copying or otherwise using the Licensed | |
18 | Materials you agree to abide by the terms of this Agreement. | |
19 | If you choose not to accept or agree with these terms, do not download | |
20 | or install the Licensed Materials. | |
21 | ||
22 | ||
23 | 1. Object Code License. TI hereby grants to you a limited, non-exclusive | |
24 | license to reproduce and use the Licensed Materials provided to you in | |
25 | object code format and to distribute an unlimited number of object or | |
26 | executable copies of such Licensed Materials, provided that such object | |
27 | or executable copies are used solely and exclusively on devices | |
28 | manufactured by or for TI. | |
29 | ||
30 | 2. Termination. This license is effective until terminated. Without prejudice | |
31 | to any other rights, TI may terminate your right to use the Licensed | |
32 | Materials under this Agreement if you fail to comply with the terms of | |
33 | this Agreement. In such event, you shall destroy all copies of the | |
34 | Licensed Materials, including all portions and derivatives thereof. | |
35 | ||
36 | 3. Intellectual Property Rights. The Licensed Materials being provided to you | |
37 | hereunder are being made publicly available by TI, even though they | |
38 | contain copyrighted material of TI and its licensors, if applicable. | |
39 | In no event may you alter, remove or destroy any copyright notice | |
40 | included in the Licensed Materials. To the extent that any of the | |
41 | Licensed Materials are provided in binary or object code only, you may | |
42 | not unlock, decompile, reverse engineer, disassemble or otherwise | |
43 | translate such binary or object code to human-perceivable form. The | |
44 | source code of such reverse engineered code may contain TI trade secret | |
45 | and other proprietary information. Further, nothing shall obligate TI | |
46 | to provide you with source code for the Licensed Materials licensed to | |
47 | you in binary or object code only under this Agreement. TI reserves all | |
48 | rights not specifically granted under this Agreement. | |
49 | ||
50 | 4. Warranties and Limitations. THE LICENSED MATERIALS ARE PROVIDED "AS IS". TI | |
51 | MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED OR STATUTORY, | |
52 | INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A | |
53 | PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF | |
54 | RESPONSES, RESULTS AND LACK OF NEGLIGENCE. TI DISCLAIMS ANY WARRANTY OF | |
55 | TITLE, QUIET ENJOYMENT, QUIET POSESSION, AND NON-INFRINGEMENT OF ANY | |
56 | THIRD PARTY INTELLECTUAL PROPERTY RIGHTS WITH REGARD TO THE LICENSED | |
57 | MATERIALS OR USE OF THOSE MATERIALS. | |
58 | ||
59 | YOU ACKNOWLEDGE AND AGREE THAT THE LICENSED MATERIALS MAY NOT BE INTENDED FOR | |
60 | PRODUCTION APPLICATIONS AND MAY CONTAIN IRREGULARITIES AND DEFECTS NOT | |
61 | FOUND IN PRODUCTION SOFTWARE. FURTHERMORE, YOU ACKNOWLEDGE AND AGREE | |
62 | THAT THE LICENSED MATERIALS HAVE NOT BEEN TESTED OR CERTIFIED BY ANY | |
63 | GOVERNMENT AGENCY OR INDUSTRY REGULATORY ORGANIZATION OR ANY OTHER THIRD | |
64 | PARTY ORGANIZATION. YOU AGREE THAT PRIOR TO USING, INCORPORATING OR | |
65 | DISTRIBUTING THE LICENSED MATERIALS IN OR WITH ANY COMMERCIAL PRODUCT | |
66 | THAT YOU WILL THOROUGHLY TEST THE PRODUCT AND THE FUNCTIONALITY OF THE | |
67 | LICENSED MATERIALS IN OR WITH THAT PRODUCT AND BE SOLELY RESPONSIBLE FOR | |
68 | ANY PROBLEMS OR FAILURES. | |
69 | ||
70 | IN NO EVENT SHALL TI, OR ANY APPLICABLE LICENSOR, BE LIABLE FOR ANY SPECIAL, | |
71 | INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED | |
72 | ON ANY THEORY OF LIABILITY, ARISING IN ANY WAY OUT OF THIS AGREEMENT, | |
73 | OR YOUR USE OF THE LICENSED MATERIALS, WHETHER OR NOT TI HAS BEEN | |
74 | ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDED DAMAGES INCLUDE, | |
75 | BUT ARE NOT LIMITED TO, COST OF REMOVAL OR REINSTALLATION, OUTSIDE | |
76 | COMPUTER TIME, LABOR COSTS, LOSS OR CORRUPTION OF DATA, LOSS OF | |
77 | GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, OR LOSS OF USE OR | |
78 | INTERRUPTION OF BUSINESS OR ANY OTHER ECONOMIC LOSS. IN NO EVENT WILL | |
79 | TI'S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR ARISING OUT OF YOUR USE | |
80 | OF THE LICENSED MATERIALS EXCEED FIVE HUNDRED U.S. DOLLARS (US$500). | |
81 | ||
82 | Because some jurisdictions do not allow the exclusion or limitation of | |
83 | incidental or consequential damages or limitation on how long an implied | |
84 | warranty lasts, the above limitations or exclusions may not apply to | |
85 | you. | |
86 | ||
87 | 5. Export Control. Thesoftware programs and any "on-line" documentation as well | |
88 | as any updates or upgrades to such software programs or documentation | |
89 | may be subject to the export or import regulations of certain countries. | |
90 | You agree to comply with all such regulations and acknowledge that you | |
91 | have the responsibility to obtain any licenses or other authorizations | |
92 | that may be required to export, re-export or import the Licensed | |
93 | Materials. | |
94 | ||
95 | 6. Governing Law, Jurisdiction and Severability. This Agreement will be | |
96 | governed by and interpreted in accordance with the laws of the State of | |
97 | Texas, without reference to that state's conflict of laws principles. | |
98 | This Agreement shall not be governed by the United Nations Convention on | |
99 | Contracts for the International Sale of Goods, nor shall it be governed | |
100 | by the Uniform Computer Information Transactions Act (UCITA). Any | |
101 | dispute arising out of or related to this Agreement will be brought in, | |
102 | and each party consents to the exclusive jurisdiction and venue in the | |
103 | state and federal courts sitting in Dallas Country, Texas. Each party | |
104 | waives all defenses of lack of personal jurisdiction and forum | |
105 | non-conveniens and agrees that process may be served on either party in | |
106 | a manner authorized by applicable law or court rule. If for any reason | |
107 | a court of competent jurisdiction finds any provision of the Agreement | |
108 | to be unenforceable, that provision will be enforced to the maximum | |
109 | extent possible to effectuate the intent of the parties and the | |
110 | remainder of the Agreement shall continue in full force and effect. | |
111 | ||
112 | 7. PRC Provisions. If you are located in the People's Republic of China ("PRC") | |
113 | or if the Licensed Materials will be sent to the PRC, the following | |
114 | provisions shall apply and shall supersede any other provisions in this | |
115 | Agreement concerning the same subject matter as the following | |
116 | provisions: | |
117 | ||
118 | a. Registration Requirements. You shall be solely responsible for | |
119 | performing all acts and obtaining all approvals that may be required in | |
120 | connection with this Agreement by the government of the PRC, including | |
121 | but not limited to registering pursuant to, and otherwise complying | |
122 | with, the PRC Measures on the Administration of Software Products, | |
123 | Management Regulations on Technology Import-Export, and Technology | |
124 | Import and Export Contract Registration Management Rules. Upon receipt | |
125 | of such approvals from the government authorities, you shall forward | |
126 | evidence of all such approvals to TI for its records. In the event that | |
127 | you fail to obtain any such approval or registration, you shall be | |
128 | solely responsible for any and all losses, damages or costs resulting | |
129 | therefrom, and shall indemnify TI for all such losses, damages or costs. | |
130 | ||
131 | b. Governing Language. This Agreement is written and executed in | |
132 | the English language. If a translation of this Agreement is required | |
133 | for any purpose, including but not limited to registration of the | |
134 | Agreement pursuant to any governmental laws, regulations or rules, you | |
135 | shall be solely responsible for creating such translation. Any | |
136 | translation of this Agreement into a language other than English is | |
137 | intended solely in order to comply with such laws or for reference | |
138 | purposes, and the English language version shall be authoritative and | |
139 | controlling. | |
140 | ||
141 | 8. Entire Agreement. This is the entire Agreement between you and TI and | |
142 | supersedes any prior agreement between the parties related to the | |
143 | subject matter of this Agreement. No amendment or modification of this | |
144 | Agreement will be effective unless in writing and signed by a duly | |
145 | authorized representative of TI. You hereby warrant and represent that | |
146 | you have obtained all authorizations and other applicable consents | |
147 | required empowering you to enter into this Agreement. | |
148 | ||
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150 | TILAW-#236402v3 | |
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