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.