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.