License.txt 11 KB

123456789101112131415161718192021222324252627282930313233343536373839404142434445464748495051525354555657585960616263646566676869707172737475767778798081828384858687888990919293949596979899100101102103104105106107108109110111112113114115116117118119120121122123124125126127128129130131132133134135136137138139140141142143144145146147148149150151152153154155156157158159160161162163164165166167168169170171172173174175176177178179180181182183184185186187188189190191192193194
  1. Texas Instruments Incorporated
  2. Technology and Software Publicly Available
  3. Software License Agreement
  4. IMPORTANT – PLEASE READ THE FOLLOWING LICENSE AGREEMENT CAREFULLY. THIS IS A
  5. LEGALLY BINDING AGREEMENT. DO NOT DOWNLOAD THE LICENSED MATERIALS UNLESS: (1)
  6. YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS LICENSE AGREEMENT
  7. AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS
  8. AGREEMENT.
  9. This Software License Agreement (“Agreement”) is a legal agreement between you
  10. (either an individual or entity) and Texas Instruments Incorporated (“TI”),
  11. 12500 TI Boulevard, Dallas, Texas 75243. The “Licensed Materials” subject to
  12. this Agreement include, in whole or in part, the software programs that
  13. accompany this Agreement and any “on-line” or electronic documentation
  14. associated with these programs. By installing, copying or otherwise using the
  15. Licensed Materials you agree to abide by the terms of this Agreement. If you
  16. choose not to accept or agree with these terms, do not download or install the
  17. Licensed Materials.
  18. NOTE: The Licensed Materials may be bundled with open source software. By
  19. accepting this Agreement, you may gain access to software identified as being
  20. licensed under open source licenses, which software and corresponding open
  21. source licenses will be listed in the applicable software manifest (in whole or
  22. in part, the “Open Source Materials”). Your use of the Open Source Materials
  23. is subject to the separate licensing terms applicable to such Open Source
  24. Materials as specified in the applicable software manifest. For clarification,
  25. this Agreement does not limit your rights under, or grant you rights that
  26. supersede, the license terms of any applicable Open Source Materials license
  27. agreement. If any of the Open Source Materials have been provided to you in
  28. object code, the source code versions of such Open Source Materials may be
  29. provided to you by notifying TI at Texas Instruments Incorporated, 12500 TI
  30. Boulevard, Mail Station 8638, Dallas, Texas 75243, Attention: Contracts
  31. Manager. You may terminate this Agreement in the event you choose not to
  32. accept or agree with the terms in any applicable Open Source Materials license
  33. agreement, provided that such termination occurs within five (5) days of
  34. acceptance of this Agreement and you abide by all applicable license terms in
  35. this Agreement until such termination.
  36. 1. License.
  37. a. Source Code License. For the Licensed Materials provided in source
  38. code format, TI hereby grants to you a limited, non-exclusive license to
  39. reproduce, use, and create modified or derivative works of the Licensed
  40. Materials provided to you in source code format and to distribute an unlimited
  41. number of copies of such source code Licensed Materials, or any derivatives
  42. thereof, in any format.
  43. b. Object Code License. For the Licensed Materials provided in object
  44. code format, TI hereby grants to you a limited, non-exclusive license to
  45. reproduce and use the Licensed Materials provided to you in object code format
  46. and to distribute an unlimited number of object or executable copies of such
  47. object code Licensed Materials.
  48. 2. Termination. This license is effective until terminated. Without
  49. prejudice to any other rights, TI may terminate your right to use the Licensed
  50. Materials under this Agreement if you fail to comply with the terms of this
  51. Agreement. In such event, you shall destroy all copies of the Licensed
  52. Materials, including all portions and derivatives thereof.
  53. 3. Intellectual Property Rights.
  54. a. The Licensed Materials being provided to you hereunder are being made
  55. publicly available by TI, even though they contain copyrighted material of TI
  56. and its licensors, if applicable. In no event may you alter, remove or
  57. destroy any copyright notice included in the Licensed Materials. To the extent
  58. that any of the Licensed Materials are provided in binary or object code only,
  59. you may not unlock, decompile, reverse engineer, disassemble or otherwise
  60. translate such binary or object code to human-perceivable form. The source code
  61. of such reverse engineered code may contain TI trade secret and other
  62. proprietary information. TI reserves all rights not specifically granted under
  63. this Agreement.
  64. b. Certain Licensed Materials may (i) require patent licenses from third
  65. parties claiming patent rights covering implementation of the Licensed
  66. Materials or (ii) be based on industry recognized standards or software
  67. programs published by industry recognized standards bodies and certain third
  68. parties may claim to own patents or copyrights that cover implementation of
  69. those standards. You acknowledge and agree that this Agreement does not convey
  70. a license to any such third party patents and copyrights.
  71. c. YOU ACKNOWLEDGE AND AGREE THAT TI SHALL NOT BE LIABLE FOR AND SHALL NOT
  72. DEFEND OR INDEMNIFY YOU AGAINST ANY THIRD PARTY INFRINGEMENT CLAIM THAT RELATES
  73. TO OR IS BASED ON YOUR MANUFACTURE, USE, OR DISTRIBUTION OF THE LICENSED
  74. MATERIALS OR YOUR MANUFACTURE, USE, OFFER FOR SALE, SALE, IMPORTATION OR
  75. DISTRIBUTION OF YOUR PRODUCTS THAT INCLUDE OR INCORPORATE THE LICENSED
  76. MATERIALS.
  77. d. You acknowledge and agree that you are responsible for any fees or
  78. royalties that may be payable to any third party based on such third party’s
  79. interests in the Licensed Materials described in Section 3(b) above (the “Third
  80. Party Payment Obligations”). You agree to indemnify TI against any Third Party
  81. Payment Obligations and will defend any claim, suit or proceeding brought
  82. against TI insofar as such claim, suit or proceeding is based on your failure
  83. to pay any Third Party Payment Obligations.
  84. 4. Warranties and Limitations. THE LICENSED MATERIALS ARE PROVIDED “AS
  85. IS”. TI AND ITS LICENSORS MAKE NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED
  86. OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR
  87. A PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES,
  88. RESULTS AND LACK OF NEGLIGENCE. TI DISCLAIMS ANY WARRANTY OF TITLE, QUIET
  89. ENJOYMENT, QUIET POSESSION, AND NON-INFRINGEMENT OF ANY THIRD PARTY
  90. INTELLECTUAL PROPERTY RIGHTS WITH REGARD TO THE LICENSED MATERIALS OR USE OF
  91. THOSE MATERIALS.
  92. YOU ACKNOWLEDGE AND AGREE THAT THE LICENSED MATERIALS MAY NOT BE INTENDED FOR
  93. PRODUCTION APPLICATIONS AND MAY CONTAIN IRREGULARITIES AND DEFECTS NOT FOUND IN
  94. PRODUCTION SOFTWARE. FURTHERMORE, YOU ACKNOWLEDGE AND AGREE THAT THE LICENSED
  95. MATERIALS HAVE NOT BEEN TESTED OR CERTIFIED BY ANY GOVERNMENT AGENCY OR
  96. INDUSTRY REGULATORY ORGANIZATION OR ANY OTHER THIRD PARTY ORGANIZATION. YOU
  97. AGREE THAT PRIOR TO USING, INCORPORATING OR DISTRIBUTING THE LICENSED MATERIALS
  98. IN OR WITH ANY COMMERCIAL PRODUCT THAT YOU WILL THOROUGHLY TEST THE PRODUCT AND
  99. THE FUNCTIONALITY OF THE LICENSED MATERIALS IN OR WITH THAT PRODUCT AND BE
  100. SOLELY RESPONSIBLE FOR ANY PROBLEMS OR FAILURES.
  101. IN NO EVENT SHALL TI OR ITS LICENSORS BE LIABLE FOR ANY SPECIAL, INDIRECT,
  102. INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED ON ANY THEORY OF
  103. LIABILITY, ARISING IN ANY WAY OUT OF THIS AGREEMENT, OR YOUR USE OF THE
  104. LICENSED MATERIALS, WHETHER OR NOT TI HAS BEEN ADVISED OF THE POSSIBILITY OF
  105. SUCH DAMAGES. EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, COST OF
  106. REMOVAL OR REINSTALLATION, OUTSIDE COMPUTER TIME, LABOR COSTS, LOSS OR
  107. CORRUPTION OF DATA, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, OR LOSS
  108. OF USE OR INTERRUPTION OF BUSINESS OR ANY OTHER ECONOMIC LOSS. IN NO EVENT
  109. WILL TI’S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR ARISING OUT OF YOUR USE
  110. OF THE LICENSED MATERIALS EXCEED FIVE HUNDRED U.S. DOLLARS (US$500).
  111. Because some jurisdictions do not allow the exclusion or limitation of
  112. incidental or consequential damages or limitation on how long an implied
  113. warranty lasts, the above limitations or exclusions may not apply to you.
  114. 5. Export Control. The software programs and any “on-line” documentation
  115. as well as any updates or upgrades to such software programs or documentation
  116. may be subject to the export or import regulations of certain countries. You
  117. agree to comply with all such regulations and acknowledge that you have the
  118. responsibility to obtain any licenses or other authorizations that may be
  119. required to export, re-export or import the Licensed Materials.
  120. 6. Governing Law, Jurisdiction and Severability. This Agreement will be
  121. governed by and interpreted in accordance with the laws of the State of Texas,
  122. without reference to that state’s conflict of laws principles. This Agreement
  123. shall not be governed by the United Nations Convention on Contracts for the
  124. International Sale of Goods, nor shall it be governed by the Uniform Computer
  125. Information Transactions Act (UCITA). Any dispute arising out of or related to
  126. this Agreement will be brought in, and each party consents to the exclusive
  127. jurisdiction and venue in the state and federal courts sitting in Dallas
  128. Country, Texas. Each party waives all defenses of lack of personal
  129. jurisdiction and forum non-conveniens and agrees that process may be served on
  130. either party in a manner authorized by applicable law or court rule. If for
  131. any reason a court of competent jurisdiction finds any provision of the
  132. Agreement to be unenforceable, that provision will be enforced to the maximum
  133. extent possible to effectuate the intent of the parties and the remainder of
  134. the Agreement shall continue in full force and effect.
  135. 7. PRC Provisions. If you are located in the People’s Republic of China
  136. (“PRC”) or if the Licensed Materials will be sent to the PRC, the following
  137. provisions shall apply and shall supersede any other provisions in this
  138. Agreement concerning the same subject matter as the following provisions:
  139. a. Registration Requirements. You shall be solely responsible for
  140. performing all acts and obtaining all approvals that may be required in
  141. connection with this Agreement by the government of the PRC, including but not
  142. limited to registering pursuant to, and otherwise complying with, the PRC
  143. Measures on the Administration of Software Products, Management Regulations on
  144. Technology Import-Export, and Technology Import and Export Contract
  145. Registration Management Rules. Upon receipt of such approvals from the
  146. government authorities, you shall forward evidence of all such approvals to TI
  147. for its records. In the event that you fail to obtain any such approval or
  148. registration, you shall be solely responsible for any and all losses, damages
  149. or costs resulting therefrom, and shall indemnify TI for all such losses,
  150. damages or costs.
  151. b. Governing Language. This Agreement is written and executed in
  152. the English language. If a translation of this Agreement is required for any
  153. purpose, including but not limited to registration of the Agreement pursuant to
  154. any governmental laws, regulations or rules, you shall be solely responsible
  155. for creating such translation. Any translation of this Agreement into a
  156. language other than English is intended solely in order to comply with such
  157. laws or for reference purposes, and the English language version shall be
  158. authoritative and controlling.
  159. 8. Entire Agreement. This is the entire Agreement between you and TI and
  160. supersedes any prior agreement between the parties related to the subject
  161. matter of this Agreement. No amendment or modification of this Agreement will
  162. be effective unless in writing and signed by a duly authorized representative
  163. of TI. You hereby warrant and represent that you have obtained all
  164. authorizations and other applicable consents required empowering you to enter
  165. into this Agreement.
  166. Version: 221850v2