SOFTWARE LICENSE AGREEMENT

Important - Read carefully. If you do not agree with the following terms you may not use the software programs or associated documentation for any purpose:

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.

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.

  1. Intellectual 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 Materials.

    1. Host 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.

    2. Target 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.

    3. Restrictions - 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.

    4. Termination - 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.

  2. Intellectual 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.

  3. Upgrades, 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.

  4. Warranties 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 THOSE MATERIALS.

    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.

  5. Export 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.

  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. 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.

  7. Entire 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.