License
Agreement
DO NOT CLICK “I
AGREE” UNLESS 1. YOU ARE AUTHORIZED TO AGREE TO THE TERMS OF THIS LICENSE OF
BEHALF OF YOURSELF AND YOUR COMPANY; AND 2) YOU INTEND TO ENTER THIS LEGALLY
BINDING AGREEMENT ON BEHALF OF YOURSELF AND YOUR COMPANY.
Important -
Read carefully: THIS LICENSE AGREEMENT IS A LEGAL AGREEMENT (“AGREEMENT”)
BETWEEN YOU (EITHER AN INDIVIDUAL OR ENTITY) AND TEXAS INSTRUMENTS INCORPORATED
(“TI”). THE “LICENSED MATERIALS” SUBJECT TO THIS AGREEMENT INCLUDE THE SOFTWARE
PROGRAMS TI HAS GRANTED YOU ACCESS TO DOWNLOAD AND ANY “ON-LINE” OR ELECTRONIC
DOCUMENTATION ASSOCIATED WITH THESE PROGRAMS, OR ANY PORTION THEREOF, AS WELL
AS ANY UPDATES OR UPGRADES TO SUCH SOFTWARE PROGRAMS AND DOCUMENTATION, IF ANY,
OR ANY PORTION THEREOF, PROVIDED TO YOU AT TI’S SOLE DISCRETION. THE LICENSED
MATERIALS INCLUDE PROPRIETY PROGRAMS OF TI AND ITS LICENSORS THAT ARE BEING
LICENSED TO YOU FOR USE SOLELY AND EXCLUSIVELY IN CONNECTION WITH THE DESIGN, DEVELOPMENT AND TESTING OF PRODUCTS THAT YOU
WILL MAKE OR HAVE MADE AND WHICH CONTAIN A TI DEVICE. A “TI DEVICE”
MEANS TI’S FAMILY OF SEMICONDUCTOR PROCESSING DEVICES MANUFACTURED BY OR FOR TI
AND NOT A DEVICE MANUFACTURED BY OR FOR AN ENTITY OTHER THAN TI.
By
installing, copying or otherwise using the Licensed Materials, you agree to
abide by the following provisions. This Agreement is displayed for you to read
prior to using the Licensed Materials.
If
you do not 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 by sending your request for a full refund to:
Texas Instruments Incorporated, 12500 TI Boulevard, M/S 8723, Dallas, Texas
75243, Attention: WTBU Contracts Administration Manager.
1. License Grant and Use Restrictions.
a. Limited License. Subject to the terms of this Agreement, TI
hereby grants to you a non-transferable, non-exclusive, non-assignable,
non-sublicensable license to make copies, display and use the Licensed
Materials provided to you in the format in which they are provided to you for
the sole and exclusive purpose of assisting in the design, development and
testing of units of the family or line of products that you will make or have
made containing one or more TI Devices.
b. Limited License to TI and Covenant not to
Sue. Continuing for the term of this
Agreement, you hereby grant to TI under any of your patents embodied in the
Licensed Materials a non-transferable, non-exclusive, non-assignable,
worldwide, fully paid-up, royalty-free license to make, use, sell, offer to
sell, import, export and otherwise distribute such Licensed Materials. You covenant not to sue or otherwise assert
Derived Patents against TI and TI’s affiliates and their licensees of the
Licensed Materials. In the event you assign a Derived Patent, you shall
require as a condition of any such assignment that the assignee agree to be
bound by the provisions in this Section 1(b) with respect to such Derived
Patent. Any attempted assignment or
transfer in violation of this Section 1(b) shall be null and void. For purposes of this Agreement, “Derived
Patents” means any of your patents issuing from a patent application that
discloses and claims an invention conceived of by you after delivery of the
Licensed Materials, and derived by you from your access to the Licensed
Materials.
c. No Other License. Notwithstanding anything to the contrary,
nothing in this Agreement shall be construed as a license to any intellectual
property rights of TI other than those rights embodied in the Licensed
Materials provided to you by TI. EXCEPT
AS PROVIDED HEREIN, NO OTHER LICENSE, EXPRESS OR IMPLIED, BY ESTOPPEL OR
OTHERWISE, TO ANY OTHER TI INTELLECTUAL PROPERTY RIGHTS IS GRANTED HEREIN.
d. Restrictions. You shall not use the Licensed Materials with
a processing device manufactured by or for an entity other than TI or to assist in the design, development and testing of
products that contain or execute on such devices,
and you agree that any such unauthorized use of the Licensed Materials is a
material breach of this Agreement.
Except as otherwise provided in this Agreement, you will not sublicense,
transfer, or assign the Licensed Materials or your rights under this Agreement
to any third party. You shall not (i)
incorporate, combine, or distribute the Licensed Materials, or any derivative
thereof, with any Public Software, or (ii) use Public Software in the
development of any derivatives of the Licensed Materials, each in such a way
that would cause the Licensed Materials, or any derivative thereof, to be
subject to all or part of the license obligations or other intellectual
property related terms with respect to such Public Software, including but not
limited to, the obligations that the Licensed Materials, or any derivative
thereof, incorporated into, combined, or distributed with such Public Software
(a) be disclosed or distributed in source code form, be licensed for the
purpose of making derivatives of such software, or be redistributed free of
charge, contrary to the terms and conditions of this Agreement, (b) be used
with devices other than TI Devices, or (c) be otherwise used or distributed in
a manner contrary to the terms and conditions of this Agreement. As used in this Section 1(d), “Public
Software” means any software that contains, or is derived in whole or in part
from, any software distributed as open source software, including but not
limited to software licensed under the following or similar models: (A) GNU’s General Public License (GPL) or
Lesser/Library GPL (LGPL), (B) the Artistic License (e.g., PERL), (C) the
Mozilla Public License, (D) the Netscape Public License, (E) the Sun Community
Source License (SCSL), (F) the Sun Industry Standards Source License (SISL),
(G) the Apache Server license, (H) QT Free Edition License, (I) IBM Public
License, and (J) BitKeeper.
e. Termination. This Agreement is effective until
terminated. You may terminate this
Agreement at any time by written notice to TI.
Without prejudice to any other rights, if you 1) fail to comply with the
terms of this Agreement, 2) become insolvent or unable to pay your debts in the
ordinary course of business or make an assignment for the benefit of your
creditors, 3) become a party to a merger or consolidation, undergo a change of
control, or transfer all or substantially all of your business and assets to a
third party, or 4) bring or threaten to bring any claim, suit, proceeding or
other action against TI based in whole or in part on this Agreement or the
subject matter of this Agreement, TI may immediately terminate your right to
use the Licensed Materials and any applications generated using the Licensed
Materials. Upon termination of this
Agreement, you will destroy any and all copies of the Licensed Materials in
your possession, custody or control and provide to TI a written statement
signed by your authorized representative certifying such destruction.
2. Licensed Materials Ownership. The Licensed Materials are licensed, not sold
to you, and can only be used in accordance with the terms of this
Agreement. Subject to the licenses
granted to you pursuant to this Agreement, TI and its
licensors own and shall continue to own all right, title, and interest
in and to the Licensed Materials, including all copies thereof. The parties 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 to the Licensed Materials
will vest solely in TI. You acknowledge and
agree that when your independently developed software or hardware components
are combined, in whole or in part, with the Licensed Materials, your right to
use the Licensed Materials embodied in such resulting combined work shall
remain subject to the terms and conditions of this Agreement.
3. Intellectual Property Rights. The Licensed Materials contain copyrighted
material, trade secrets and other proprietary information of TI and its
licensors and are protected by copyright laws, international copyright
treaties, and trade secret laws, as well as other intellectual property
laws. To protect TI’s and its licensors’
rights in the Licensed Materials provided in an object code only format, you
agree not to “unlock”, decompile, reverse engineer, disassemble or otherwise
translate any such object code portions of the Licensed Materials to a
human-perceivable form nor to permit any person or entity to do so. You shall not remove, alter, cover, or
obscure any confidentiality, trade secret, proprietary, or copyright notices,
trade-marks, proprietary, patent, or other identifying marks or designs from
any component of the Licensed Materials and you shall reproduce and include in
all copies of the Licensed Materials the copyright notice(s) and proprietary
legend(s) of TI and its licensors as they appear in the Licensed
Materials. TI reserves all rights not
specifically granted under this Agreement. TI may disclose your contact information to
TI’s applicable licensors.
4. Warranties and Limitations. THE LICENSED MATERIALS ARE PROVIDED “AS
IS”. TI MAKES NO WARRANTY OR
REPRESENTATION, EITHER EXPRESS, IMPLIED OR STATUTORY,
REGARDING THE LICENSED MATERIALS, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR
NON-INFRINGEMENT OF ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER
INTELLECTUAL PROPERTY RIGHTS. YOU AGREE
TO USE YOUR INDEPENDENT JUDGMENT IN DEVELOPING YOUR PRODUCTS.
IN NO EVENT
SHALL TI, OR ANY APPLICABLE LICENSOR, BE LIABLE FOR ANY SPECIAL, INDIRECT,
INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF
LIABILITY, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE USE OF
THE LICENSED MATERIALS, REGARDLESS OF WHETHER 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 OF DATA, LOSS OF GOODWILL, LOSS OF
PROFITS, LOSS OF SAVINGS, OR LOSS OF USE OR INTERRUPTION OF BUSINESS. 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 FIVE HUNDRED U.S. DOLLARS (US$500) OR THE FEES PAID TO TI
BY YOU FOR THE LICENSED MATERIALS UNDER THIS AGREEMENT.
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. 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 YOUR MANUFACTURE, USE, OFFER FOR SALE, SALE, IMPORTATION OR
DISTRIBUTION OF YOUR PRODUCTS THAT INCLUDE OR INCORPORATE THE LICENSED
MATERIALS.
6. No Technical
Support. TI is under no obligation to install,
maintain or support the Licensed Materials.
7. Additional Limitations on Use. THE LICENSED PROGRAMS INCLUDED IN THE
LICENSED MATERIALS ARE NOT FAULT TOLERANT AND ARE NOT DESIGNED, MANUFACTURED,
OR INTENDED FOR USE OR RESALE AS ONLINE CONTROL EQUIPMENT IN HAZARDOUS
ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF
NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC
CONTROL, DIRECT LIFE SUPPORT MACHINES, OR WEAPONS SYSTEMS, IN WHICH THE FAILURE
OF THE LICENSED PROGRAMS COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR
SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
8. 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 the upgrade, update or plug-in
("Eligible Product") in order to use the Licensed Materials. An
upgrade, update, or plug-in replaces or supplements the Eligible Product
("Upgraded 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 systems that use processing devices manufactured by
or for TI. It is a material breach of this license to use the Upgraded Product
to assist in the design, development or verification of a device that is
instruction set compatible with a processing device 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
you with upgrades, updates or plug-ins to the Licensed Materials. To the extent that TI, in its sole
discretion, provides you with any update to the Licensed Materials, you agree
to destroy any and all previous versions of the Licensed Materials and the
updates provided to you will be subject to the same terms and conditions as
apply to the Licensed Materials under this Agreement.
9. 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 to obtain any necessary export license or other documentation prior to
the exportation or re-exportation of any product, technical data, software or
software source code received from TI under this Agreement. Accordingly, you shall not sell, export, re-export,
transfer, divert or otherwise dispose of any such product, technical data,
software or software source code directly or indirectly to any person, firm,
entity, country or countries prohibited by U.S. or applicable non-U.S. laws. Without limiting the generality of the
foregoing, 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.
10. Governing Language. Any construction or interpretation of this
Agreement shall use the English language as spoken in the United States. If this Agreement is translated into another
language, the version in English shall control over such translation.
11.
Assignment. Licensee may not
directly or indirectly sell, assign, transfer, delegate, convey, pledge,
encumber or otherwise dispose of this Agreement, or
any of the licenses, rights or duties under this Agreement, without the prior
written consent of TI. This Agreement
shall be binding upon and inure to the benefit of the parties hereto, their
successors and permitted assigns. Any
attempted assignment or other action in violation of this Section 11 will be
null and void.
12.
Survival. The following
Sections will survive any termination of this Agreement:
Section 1A (Definition of Licensed Material), Section 2 (Licensed
Materials Ownership), Section 3 (Intellectual Property Rights), Section 4 (Warranties
and Limitations), Section 5 (Indemnification Disclaimer), Section 6 (No
Technical Support), Section 7 (Additional Limitations on Use), Section 9 (Export
Control), Section 10 (Governing Language), Section 11 (Assignment), Section 12
(Survival), Section 13 (Waiver), Section 14 (Governing Law and Severability),
and Section 15 (Entire Agreement).
13. Waiver. Failure
by either party to enforce any provision of this Agreement shall not be deemed
a waiver of future enforcement of that or any other provision in this Agreement
or any other agreement that may be in place between the parties.
14. Governing Law and Severability.
This Agreement will be governed by and interpreted in accordance
with the laws of the State of Texas, without reference to conflict of laws
principles. 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.
This Agreement shall not be governed by the United Nations Convention on
Contracts for the International Sale of Goods, or by the Uniform Computer
Information Transactions Act (UCITA).
The parties agree that non-exclusive jurisdiction for any dispute
arising out of or relating to this Agreement lies within the courts located in
the State of Texas. Notwithstanding the
foregoing, any judgment may be enforced in any United States or foreign court,
and either party may seek injunctive relief in any United States or foreign
court.
15. 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. Notwithstanding the foregoing, any signed and
effective software license agreement relating to the subject matter hereof will
supersede the terms 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.