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- Texas Instruments Incorporated
- Technology and Software Publicly Available
- Software 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”),
- 12500 TI Boulevard, Dallas, Texas 75243. 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.
- NOTE: The Licensed Materials may be bundled with open source software. By
- accepting this Agreement, you may gain access to software identified as being
- licensed under open source licenses, which software and corresponding open
- source licenses will be listed in the applicable software manifest (in whole or
- in part, the “Open Source Materials”). Your use of the Open Source Materials
- is subject to the separate licensing terms applicable to such Open Source
- Materials as specified in the applicable software manifest. For clarification,
- this Agreement does not limit your rights under, or grant you rights that
- supersede, the license terms of any applicable Open Source Materials license
- agreement. If any of the Open Source Materials have been provided to you in
- object code, the source code versions of such Open Source Materials may be
- provided to you by notifying TI at Texas Instruments Incorporated, 12500 TI
- Boulevard, Mail Station 8638, Dallas, Texas 75243, Attention: Contracts
- Manager. You may terminate this Agreement in the event you choose not to
- accept or agree with the terms in any applicable Open Source Materials license
- agreement, provided that such termination occurs within five (5) days of
- acceptance of this Agreement and you abide by all applicable license terms in
- this Agreement until such termination.
- 1. License.
- a. Source Code License. For the Licensed Materials provided in source
- code format, TI hereby grants to you a limited, non-exclusive license to
- reproduce, use, and create modified or derivative works of the Licensed
- Materials provided to you in source code format and to distribute an unlimited
- number of copies of such source code Licensed Materials, or any derivatives
- thereof, in any format.
- b. Object Code License. For the Licensed Materials provided in object
- code format, 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
- object code Licensed Materials.
- 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.
- a. 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. TI reserves all rights not specifically granted under
- this Agreement.
- b. Certain Licensed Materials may (i) require patent licenses from third
- parties claiming patent rights covering implementation of the Licensed
- Materials or (ii) be based on industry recognized standards or software
- programs published by industry recognized standards bodies and certain third
- parties may claim to own patents or copyrights that cover implementation of
- those standards. You acknowledge and agree that this Agreement does not convey
- a license to any such third party patents and copyrights.
- c. YOU ACKNOWLEDGE AND AGREE THAT TI SHALL NOT BE LIABLE FOR AND SHALL NOT
- DEFEND OR INDEMNIFY YOU AGAINST ANY THIRD PARTY INFRINGEMENT CLAIM THAT RELATES
- TO OR IS BASED ON YOUR MANUFACTURE, USE, OR DISTRIBUTION OF THE LICENSED
- MATERIALS OR YOUR MANUFACTURE, USE, OFFER FOR SALE, SALE, IMPORTATION OR
- DISTRIBUTION OF YOUR PRODUCTS THAT INCLUDE OR INCORPORATE THE LICENSED
- MATERIALS.
- d. You acknowledge and agree that you are responsible for any fees or
- royalties that may be payable to any third party based on such third party’s
- interests in the Licensed Materials described in Section 3(b) above (the “Third
- Party Payment Obligations”). You agree to indemnify TI against any Third Party
- Payment Obligations and will defend any claim, suit or proceeding brought
- against TI insofar as such claim, suit or proceeding is based on your failure
- to pay any Third Party Payment Obligations.
- 4. Warranties and Limitations. THE LICENSED MATERIALS ARE PROVIDED “AS
- IS”. TI AND ITS LICENSORS MAKE 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 ITS LICENSORS 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. The software 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.
- Version: 221850v2
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