- Read carefully. If you do not agree with the following terms you
may not use the software programs or associated documentation for
This Software License Agreement (or "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 the downloadable software programs
and documentation that accompany this Agreement and any "on-line"
or electronic documentation associated with the software programs.
Any applications included with the "Licensed Materials"
are specifically designed and licensed for execution solely and exclusively
on semiconductor devices manufactured by or for TI. By installing,
copying or otherwise using the Licensed Materials, you agree to abide
by the terms of this Agreement.
is displayed for you to read prior to downloading and using the Licensed
Materials. If you choose not to agree with these provisions, do not download
or install the Licensed Materials.
Property, Title and Limited License Grant - The Licensed Materials
are protected by copyright laws, international copyright treaties, and
trade secret laws, as well as other intellectual property laws and treaties.
The Licensed Materials are licensed, not sold to you, and can only be
used in accordance with the terms of this Agreement. TI retains title
and ownership of the Licensed Materials, including all intellectual
property rights in the Licensed Materials and all copies of the Licensed
License - Subject to the terms of this Agreement, TI hereby
grants to you a limited, non-exclusive license to use the Licensed
Materials to simulate systems that use semiconductor devices manufactured
by or for TI or generate applications that execute solely and exclusively
on semiconductor devices manufactured by or for TI. Use of any software
applications generated using the Licensed Materials on semiconductor
devices manufactured by or for an entity other than TI is a material
breach of this Agreement. It is also a material breach of this license
to use the Licensed Materials to assist in the design, development
or verification of a device that is instruction set compatible with,
or functionally equivalent to, a TI semiconductor device.
License - The Licensed Materials may include TI proprietary
software programs in an object code format that are designed specifically
for use in target applications. TI hereby grants to you a limited,
non-exclusive license to reproduce and distribute an unlimited number
of copies of such programs solely and exclusively for use with semiconductor
devices manufacture by or for TI. The Licensed Materials may also
include libraries or applications software in a source code format.
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 1(c) below, but that in object code or executable
form may be reproduced and distributed solely and exclusively for
use with semiconductor devices manufactured by or for TI.
- Except as set forth above, You may not distribute, publish,
rent or lease the Licensed Materials or transfer or assign this
Agreement without TI's prior written permission and you may not
sub-license the Licensed Materials except as provided herein. The
Licensed Materials may include simulation models or other tools
that are designed for use with software programs available from
third-party software vendors. TI does not directly support such
third party software, and you must have or obtain rights to use
such third party software directly from such third party vendor
or its authorized representatives.
- This license is effective until terminated. Without prejudice
to any other rights, TI may terminate your right to use the Licensed
Materials and any applications generated using 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.
Property Rights - The Licensed Materials contain copyrighted material,
trade secrets and other proprietary information. In order to protect
the Licensed Materials, and except as specifically permitted by statute
by a provision that cannot be waived by contract, you may not unlock,
decompile, reverse engineer, disassemble or otherwise translate any
binary or object code versions of the software programs included in
the Licensed Materials to 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. In no event may you alter, remove
or destroy any copyright notice included in the Licensed Materials.
TI reserves all rights not specifically granted under this Agreement.
Updates and Plug-ins - If the Licensed Materials are labeled as
an upgrade, update or plug-in you must be properly licensed to use the
product identified by TI as being eligible for such upgrade, update
or plug-in to use the Licensed Materials. An upgrade, update, or plug-in
replaces or supplements a previously licensed eligible product. You
may use the resulting upgraded product only in accordance with the terms
of this Agreement and only to generate applications for use with semiconductor
devices manufactured by or for TI. Notwithstanding the foregoing, nothing
in the Agreement will be construed as an obligation for TI to maintain
or support the Licensed Materials or to provide upgrades, updates or
plug-ins to the Licensed Materials.
and Limitations - YOU ACKNOWLEDGE AND AGREE THAT THE LICENSED MATERIALS
ARE NOT 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.
THE LICENSED MATERIALS ARE PROVIDED "AS IS". TI MAKES NO WARRANTIES
OR REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING 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 OR YOUR USE OF
IN NO EVENT SHALL TI, OR ANY APPLICABLE LICENSOR, BE LIABLE FOR ANY
SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR DAMAGES, HOWEVER CAUSED,
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. THESE 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, 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 FIVE HUNDRED U.S. DOLLARS (U.S. $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.
Control - You hereby acknowledge and agree that unless prior authorization
is obtained from the United States Department of Commerce, 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 Export Administration Regulations of the U.S. Department
of Commerce ("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, software source code, or direct product is prohibited by the
EAR. The assurances provided for herein are furnished to TI by you in
compliance with Part 740 (Technology and Software Under Restriction)
of the EAR.
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. Any dispute arising
out of or related to this Agreement will be brought in, and each party
consents to exclusive jurisdiction and venue in, the state and federal
courts sitting in Dallas County, 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.
Agreement - This is the entire Agreement between you and TI and
supercedes 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.