1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
91
92
93
94
95
96
97
98
99
100
101
102
103
104
105
106
107
108
109
110
111
112
113
114
115
116
117
118
119
120
121
122
123
124
125
126
127
128
129
130
131
132
133
134
135
136
137
138
139
140
141
142
143
144
145
146
147
148
149
150
151
|
Texas Instruments Incorporated
Technology and Software Publicly Available
Software (Object Code) License Agreement
IMPORTANT - PLEASE READ THE FOLLOWING LICENSE AGREEMENT CAREFULLY. THIS IS
A LEGALLY BINDING AGREEMENT. DO NOT DOWNLOAD THE LICENSED MATERIALS
UNLESS: (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS
LICENSE AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY
THE TERMS OF THIS AGREEMENT.
This Software License Agreement ("Agreement") is a legal agreement between you
(either an individual or entity) and Texas Instruments Incorporated
("TI"). The "Licensed Materials" subject to this Agreement include,
in whole or in part, the software programs that accompany this Agreement
and any "on-line" or electronic documentation associated with these
programs. By installing, copying or otherwise using the Licensed
Materials you agree to abide by the terms of this Agreement.
If you choose not to accept or agree with these terms, do not download
or install the Licensed Materials.
1. Object Code License. TI hereby grants to you a limited, non-exclusive
license to reproduce and use the Licensed Materials provided to you in
object code format and to distribute an unlimited number of object or
executable copies of such Licensed Materials, provided that such object
or executable copies are used solely and exclusively on devices
manufactured by or for TI.
2. Termination. This license is effective until terminated. Without prejudice
to any other rights, TI may terminate your right to use the Licensed
Materials under this Agreement if you fail to comply with the terms of
this Agreement. In such event, you shall destroy all copies of the
Licensed Materials, including all portions and derivatives thereof.
3. Intellectual Property Rights. The Licensed Materials being provided to you
hereunder are being made publicly available by TI, even though they
contain copyrighted material of TI and its licensors, if applicable.
In no event may you alter, remove or destroy any copyright notice
included in the Licensed Materials. To the extent that any of the
Licensed Materials are provided in binary or object code only, you may
not unlock, decompile, reverse engineer, disassemble or otherwise
translate such binary or object code to human-perceivable form. The
source code of such reverse engineered code may contain TI trade secret
and other proprietary information. Further, nothing shall obligate TI
to provide you with source code for the Licensed Materials licensed to
you in binary or object code only under this Agreement. TI reserves all
rights not specifically granted under this Agreement.
4. Warranties and Limitations. THE LICENSED MATERIALS ARE PROVIDED "AS IS". TI
MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED OR STATUTORY,
INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A
PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF
RESPONSES, RESULTS AND LACK OF NEGLIGENCE. TI DISCLAIMS ANY WARRANTY OF
TITLE, QUIET ENJOYMENT, QUIET POSESSION, AND NON-INFRINGEMENT OF ANY
THIRD PARTY INTELLECTUAL PROPERTY RIGHTS WITH REGARD TO THE LICENSED
MATERIALS OR USE OF THOSE MATERIALS.
YOU ACKNOWLEDGE AND AGREE THAT THE LICENSED MATERIALS MAY NOT BE INTENDED FOR
PRODUCTION APPLICATIONS AND MAY CONTAIN IRREGULARITIES AND DEFECTS NOT
FOUND IN PRODUCTION SOFTWARE. FURTHERMORE, YOU ACKNOWLEDGE AND AGREE
THAT THE LICENSED MATERIALS HAVE NOT BEEN TESTED OR CERTIFIED BY ANY
GOVERNMENT AGENCY OR INDUSTRY REGULATORY ORGANIZATION OR ANY OTHER THIRD
PARTY ORGANIZATION. YOU AGREE THAT PRIOR TO USING, INCORPORATING OR
DISTRIBUTING THE LICENSED MATERIALS IN OR WITH ANY COMMERCIAL PRODUCT
THAT YOU WILL THOROUGHLY TEST THE PRODUCT AND THE FUNCTIONALITY OF THE
LICENSED MATERIALS IN OR WITH THAT PRODUCT AND BE SOLELY RESPONSIBLE FOR
ANY PROBLEMS OR FAILURES.
IN NO EVENT SHALL TI, OR ANY APPLICABLE LICENSOR, BE LIABLE FOR ANY SPECIAL,
INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED
ON ANY THEORY OF LIABILITY, ARISING IN ANY WAY OUT OF THIS AGREEMENT,
OR YOUR USE OF THE LICENSED MATERIALS, WHETHER OR NOT TI HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDED DAMAGES INCLUDE,
BUT ARE NOT LIMITED TO, COST OF REMOVAL OR REINSTALLATION, OUTSIDE
COMPUTER TIME, LABOR COSTS, LOSS OR CORRUPTION OF DATA, LOSS OF
GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, OR LOSS OF USE OR
INTERRUPTION OF BUSINESS OR ANY OTHER ECONOMIC LOSS. IN NO EVENT WILL
TI'S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR ARISING OUT OF YOUR USE
OF THE LICENSED MATERIALS EXCEED FIVE HUNDRED U.S. DOLLARS (US$500).
Because some jurisdictions do not allow the exclusion or limitation of
incidental or consequential damages or limitation on how long an implied
warranty lasts, the above limitations or exclusions may not apply to
you.
5. Export Control. Thesoftware programs and any "on-line" documentation as well
as any updates or upgrades to such software programs or documentation
may be subject to the export or import regulations of certain countries.
You agree to comply with all such regulations and acknowledge that you
have the responsibility to obtain any licenses or other authorizations
that may be required to export, re-export or import the Licensed
Materials.
6. Governing Law, Jurisdiction and Severability. This Agreement will be
governed by and interpreted in accordance with the laws of the State of
Texas, without reference to that state's conflict of laws principles.
This Agreement shall not be governed by the United Nations Convention on
Contracts for the International Sale of Goods, nor shall it be governed
by the Uniform Computer Information Transactions Act (UCITA). Any
dispute arising out of or related to this Agreement will be brought in,
and each party consents to the exclusive jurisdiction and venue in the
state and federal courts sitting in Dallas Country, Texas. Each party
waives all defenses of lack of personal jurisdiction and forum
non-conveniens and agrees that process may be served on either party in
a manner authorized by applicable law or court rule. If for any reason
a court of competent jurisdiction finds any provision of the Agreement
to be unenforceable, that provision will be enforced to the maximum
extent possible to effectuate the intent of the parties and the
remainder of the Agreement shall continue in full force and effect.
7. PRC Provisions. If you are located in the People's Republic of China ("PRC")
or if the Licensed Materials will be sent to the PRC, the following
provisions shall apply and shall supersede any other provisions in this
Agreement concerning the same subject matter as the following
provisions:
a. Registration Requirements. You shall be solely responsible for
performing all acts and obtaining all approvals that may be required in
connection with this Agreement by the government of the PRC, including
but not limited to registering pursuant to, and otherwise complying
with, the PRC Measures on the Administration of Software Products,
Management Regulations on Technology Import-Export, and Technology
Import and Export Contract Registration Management Rules. Upon receipt
of such approvals from the government authorities, you shall forward
evidence of all such approvals to TI for its records. In the event that
you fail to obtain any such approval or registration, you shall be
solely responsible for any and all losses, damages or costs resulting
therefrom, and shall indemnify TI for all such losses, damages or costs.
b. Governing Language. This Agreement is written and executed in
the English language. If a translation of this Agreement is required
for any purpose, including but not limited to registration of the
Agreement pursuant to any governmental laws, regulations or rules, you
shall be solely responsible for creating such translation. Any
translation of this Agreement into a language other than English is
intended solely in order to comply with such laws or for reference
purposes, and the English language version shall be authoritative and
controlling.
8. Entire Agreement. This is the entire Agreement between you and TI and
supersedes any prior agreement between the parties related to the
subject matter of this Agreement. No amendment or modification of this
Agreement will be effective unless in writing and signed by a duly
authorized representative of TI. You hereby warrant and represent that
you have obtained all authorizations and other applicable consents
required empowering you to enter into this Agreement.
1
TILAW-#236402v3
|
