Software License Agreement
Important - Read carefully: This Software License Agreement
("Agreement") is a legal agreement between you (either an individual
or entity) and Texas Instruments Incorporated ("TI"). By installing, copying or otherwise using the Licensed
Materials, you agree to abide by the provisions set forth herein. This Agreement is displayed for you to read
prior to using the Licensed Materials. If
you choose not to agree with these provisions, do not download or install
the Licensed Materials. If you have
already paid for the Licensed Materials you may return them for a full refund.
1. Licensed
Materials. The “Licensed Materials” consist
of all programs included with this Agreement or those programs you are seeking
to acquire permission to use by accepting the terms of this Agreement.
2. License
Grant and Use Restrictions. Subject
to the terms of this Agreement, including all restrictions set forth below, TI
grants to you the following non-exclusive, non-transferable, non-assignable,
royalty-free license to the Licensed Materials.
a. Use License. You may use the Licensed Materials to
generate applications that execute solely and exclusively with systems
containing processing devices manufactured by or for TI. You may not use the Licensed Materials to
assist in the design, development or verification of a processing device not
manufactured by or for TI. Use of the Licensed
Materials to assist in the design, development or verification of a processing device
not manufactured by or for TI is a material breach of this Agreement.
b. Target
License. The Licensed Materials may
include software programs in an object code format that are designed
specifically for use with TI processing devices in target applications. TI grants to you a license to reproduce, test
and evaluate such programs solely for use with processing devices manufactured
by or for TI. The Licensed Materials may
also include libraries and applications software in source code form. You may use these programs to create modified
or derivative programs that in source code form remain subject to the restrictions
set forth in Section 2.b., above, but that in object code form may be
reproduced, tested, distributed, and evaluated by you solely for use with
processing devices manufactured by or for TI.
c. Open Source Software Restriction. You may use or distribute the Licensed
Materials with Open Source Software (as defined below) or with software
developed using Open Source Software (e.g., tools), provided you do not
distribute the Licensed Material in a manner that subjects the Licensed
Materials or any portion thereof to any license obligations of such Open Source
Software. "Open Source Software" means any software licensed under
terms requiring that other software combined or distributed with such software:
(i) be disclosed or distributed in source code form; (ii) be licensed on terms
inconsistent with the terms of this Agreement.
d. Termination.
You may terminate this Agreement at any time by written notice to
TI. Without prejudice to any other
rights, if you fail to comply with the terms of this Agreement, TI may
terminate your right to use the Licensed Materials, or any derivative thereof,
and any applications generated using the Licensed Materials, or any derivative
thereof. Upon termination of this
Agreement, you will destroy any and all copies of the Licensed Materials,
including any derivatives thereof, in your possession, custody or control and
provide to TI a written statement signed by your authorized representative
certifying such destruction.
3. Ownership
of the Licensed Materials. The Licensed
Materials are licensed, not sold to you, and can only be used according to the
terms of this Agreement. Subject to the
licenses granted to you pursuant to this Agreement, TI owns and shall continue
to own all right, title, and interest in and to the Licensed Materials,
including all copies thereof. You agree
that all fixes, modifications and improvements to the Licensed Materials conceived
of or made by TI that are based, either in whole or in part, on your feedback,
suggestions or recommendations are the exclusive property of TI and all right,
title and interest in and to such fixes, modifications or improvements will
vest solely in TI. You acknowledge and
agree that regardless of the changes made to the Licensed Materials, your right
to use any and all derivatives of the Licensed Materials shall remain subject
to the terms and conditions of this Agreement.
Moreover, you acknowledge and agree that when your independently
developed software or hardware components are combined, in whole or in part,
with the Licensed Materials, or any derivative thereof, your right to use the Licensed
Materials, or any derivative thereof, embodied in such resulting combined work
shall remain subject to the terms and conditions of this Agreement
4. Intellectual Property Rights. The
Licensed Materials contain copyrighted material, trade secrets and other
proprietary information of TI and are protected by copyright laws,
international copyright treaties, and trade secret laws, as well as other
intellectual property laws. To protect TI’s
intellectual property rights in the Licensed Materials you agree that except as
specifically permitted by statute by a provision that cannot be waived by
contract, you will not unlock, decompile, reverse engineer, disassemble or
otherwise translate any binary or object code portions of the Licensed
Materials to a human-perceivable form. You
also agree that you will use your best efforts to prevent your employees and
contractors from unlocking, decompiling, reverse engineering, disassembling,
modifying or translating the Licensed Materials. You also acknowledge that the source code portions
of the Licensed Materials contains confidential and proprietary information
owned by TI, and you agree that you will use commercially reasonable efforts to
protect the confidentiality of any source code portions of the Licensed
Materials. In no event may you alter, obscure,
remove or destroy any confidentiality, trade secret, trademark, patent, or copyright
notice or other identifying marks or designs from any component of the Licensed
Materials. And, you agree to reproduce
and include in all copies of the Licensed Materials the copyright notice(s) and
proprietary legends(s) of TI as they appear in the Licensed Materials. TI reserves all rights not specifically
granted under this Agreement.
5. Warranties and Limitations. THE LICENSED MATERIALS ARE PROVIDED
"AS IS". TI MAKES NO
WARRANTIES OR REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE LICENSED
MATERIALS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, 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 POSSESSION, AND NON-INFRINGEMENT OF ANY THIRD PARTY
INTELLECTUAL PROPERTY RIGHTS WITH REGARD TO THE LICENSED MATERIALS AND YOUR USE
OF THOSE PROGRAMS.
IN NO EVENT SHALL
TI, OR ANY APPLICABLE LICENSOR, BE LIABLE FOR ANY SPECIAL, INDIRECT,
INCIDENTAL, PUNATIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF
LIABILITY, REGARDLESS OF WHETHER OR NOT TI HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, THE LICENSED
MATERIALS OR YOUR USE OF THOSE PROGRAMS. EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED
TO, COST OF REMOVAL OR REINSTALLATION, PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES, OUTSIDE COMPUTER TIME, LABOR COSTS, LOSS OF DATA, LOSS OF GOODWILL,
LOSS OF PROFITS, LOSS OF SAVINGS, OR LOSS OF USE OR INTERRUPTION OF BUSINESS OR
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 THE GREATER OF THE FEES PAID TO TI BY YOU FOR THE LICENSED
MATERIALS OR FIVE HUNDRED 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.
6. Indemnification Disclaimer. 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 ANY DERIVATIVE THEREOF, OR YOU MANUFACTURE,, USE, SALE, OFFER FOR
SALE, IMPORTATION OR DISTRIBUTION OF ANY PRODUCT THAT INCLUDES OR INCORPORATES THE
LICENSED MATERIALS, OR ANY DERIVATIVE THEREOF.
7. Export Control. You hereby acknowledge that the Licensed Materials are
subject to export control under the U.S. Commerce Department’s Export
Administration Regulations (“EAR”). You
further hereby acknowledge and agree that unless prior authorization is
obtained from the U.S. Commerce Department, neither you nor your customers will
export, re-export, or release, directly or indirectly, any technology,
software, or software source code (as defined in Part 772 of the EAR), received
from TI, or export, directly or indirectly, any direct product of such
technology, software, or software source code (as defined in Part 734 of the
EAR), to any destination or country to which the export, re-export, or release
of the technology, software, or software source code, or direct product is
prohibited by the EAR. You agree that
none of the Licensed Materials may be downloaded or otherwise exported or re-exported
(i) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North
Korea, Sudan and Syria or any other country the U.S. has embargoed goods; or
(ii) to anyone on the U.S. Treasury Department’s List of Specially Designated
Nationals or the U.S. Commerce Department’s Denied Person List or Entity
List. You represent and warrant that you
are not located in, under the control of, or a national or resident of any such
country or on any such list and you will not use or transfer the Licensed Materials
for use in any sensitive nuclear, chemical or biological weapons, or missile
technology end-uses unless authorized by the U.S. Government by regulation or
specific license.
8. Governing
Law, Jurisdiction and Severability. This Agreement will be governed by and interpreted according
to 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. Any
dispute arising out of or related to this Agreement will be brought in the
state and federal courts sitting in Dallas County, Texas, and each party
consents to exclusive jurisdiction and venue in those courts. Each party waives all defenses of lack of
personal jurisdiction and forum nonconveniens 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.
9. Entire
Agreement. This is the entire Agreement between you and TI and
supersedes any prior agreement between the parties related to the Licensed
Materials. 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.