| IMPORTANT – PLEASE READ THE FOLLOWING LICENSE AGREEMENT CAREFULLY. THIS IS A |
| LEGALLY BINDING AGREEMENT. DO NOT DOWNLOAD THE LICENSED MATERIALS UNLESS: (1) |
| YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS LICENSE AGREEMENT |
| AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE TERMS OF THIS AGREEMENT. |
| |
| This Software License Agreement (“Agreement”) is a legal agreement between |
| you (either an individual or entity) and Texas Instruments Incorporated |
| (“TI”), 12500 TI Boulevard, Dallas, Texas 75243. The “Licensed |
| Materials” subject to this Agreement include, in whole or in part, the |
| software programs that accompany this Agreement and any “on-line” or |
| electronic documentation associated with these programs. By installing, |
| copying or otherwise using the Licensed Materials you agree to abide by the |
| terms of this Agreement. If you choose not to accept or agree with these |
| terms, do not download or install the Licensed Materials. |
| |
| NOTE: The Licensed Materials may be bundled with open source software. By |
| accepting this Agreement, you may gain access to software identified as being |
| licensed under open source licenses, which software and corresponding open |
| source licenses will be listed in the applicable software manifest (in whole or |
| in part, the “Open Source Materials”). Your use of the Open Source |
| Materials is subject to the separate licensing terms applicable to such Open |
| Source Materials as specified in the applicable software manifest. For |
| clarification, this Agreement does not limit your rights under, or grant you |
| rights that supersede, the license terms of any applicable Open Source |
| Materials license agreement. If any of the Open Source Materials have been |
| provided to you in object code, the source code versions of such Open Source |
| Materials may be provided to you by notifying TI at Texas Instruments |
| Incorporated, 12500 TI Boulevard, Mail Station 8638, Dallas, Texas 75243, |
| Attention: Contracts Manager. You may terminate this Agreement in the event |
| you choose not to accept or agree with the terms in any applicable Open Source |
| Materials license agreement, provided that such termination occurs within five |
| (5) days of acceptance of this Agreement and you abide by all applicable |
| license terms in this Agreement until such termination. |
| |
| |
| 1. License. |
| |
| a. Source Code License. For the Licensed Materials provided in source |
| code format, TI hereby grants to you a limited, non-exclusive license to |
| reproduce, use, and create modified or derivative works of the Licensed |
| Materials provided to you in source code format and to distribute an unlimited |
| number of copies of such source code Licensed Materials, or any derivatives |
| thereof, in any format. |
| |
| b. Object Code License. For the Licensed Materials provided in object |
| code format, TI hereby grants to you a limited, non-exclusive license to |
| reproduce and use the Licensed Materials provided to you in object code format |
| and to distribute an unlimited number of object or executable copies of such |
| object code Licensed Materials. |
| |
| 2. Termination. This license is effective until terminated. Without |
| prejudice to any other rights, TI may terminate your right to use 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. |
| |
| 3. Intellectual Property Rights. |
| |
| a. The Licensed Materials being provided to you hereunder are being made |
| publicly available by TI, even though they contain copyrighted material of TI |
| and its licensors, if applicable. In no event may you alter, remove or |
| destroy any copyright notice included in the Licensed Materials. To the extent |
| that any of the Licensed Materials are provided in binary or object code only, |
| you may not unlock, decompile, reverse engineer, disassemble or otherwise |
| translate such binary or object code to human-perceivable form. The source code |
| of such reverse engineered code may contain TI trade secret and other |
| proprietary information. TI reserves all rights not specifically granted under |
| this Agreement. |
| |
| b. Certain Licensed Materials may (i) require patent licenses from third |
| parties claiming patent rights covering implementation of the Licensed |
| Materials or (ii) be based on industry recognized standards or software |
| programs published by industry recognized standards bodies and certain third |
| parties may claim to own patents or copyrights that cover implementation of |
| those standards. You acknowledge and agree that this Agreement does not convey |
| a license to any such third party patents and copyrights. |
| |
| c. 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. |
| |
| d. You acknowledge and agree that you are responsible for any fees or |
| royalties that may be payable to any third party based on such third party’s |
| interests in the Licensed Materials described in Section 3(b) above (the |
| “Third Party Payment Obligations”). You agree to indemnify TI against any |
| Third Party Payment Obligations and will defend any claim, suit or proceeding |
| brought against TI insofar as such claim, suit or proceeding is based on your |
| failure to pay any Third Party Payment Obligations. |
| |
| 4. Warranties and Limitations. THE LICENSED MATERIALS ARE PROVIDED “AS |
| IS”. TI AND ITS LICENSORS MAKE NO WARRANTY OR REPRESENTATION, EXPRESS, |
| IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTIBILITY, |
| 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 POSESSION, AND NON-INFRINGEMENT OF ANY THIRD PARTY |
| INTELLECTUAL PROPERTY RIGHTS WITH REGARD TO THE LICENSED MATERIALS OR USE OF |
| THOSE MATERIALS. |
| |
| YOU ACKNOWLEDGE AND AGREE THAT THE LICENSED MATERIALS MAY NOT BE 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. |
| |
| IN NO EVENT SHALL TI OR ITS LICENSORS BE LIABLE FOR ANY SPECIAL, INDIRECT, |
| INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED ON ANY THEORY OF |
| LIABILITY, 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. EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, COST OF |
| REMOVAL OR REINSTALLATION, OUTSIDE COMPUTER TIME, LABOR COSTS, LOSS OR |
| CORRUPTION OF DATA, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, OR LOSS |
| OF USE OR INTERRUPTION OF BUSINESS OR ANY 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 (US$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. The software programs and any “on-line” |
| documentation as well as any updates or upgrades to such software programs or |
| documentation may be subject to the export or import regulations of certain |
| countries. You agree to comply with all such regulations and acknowledge that |
| you have the responsibility to obtain any licenses or other authorizations that |
| may be required to export, re-export or import the Licensed Materials. |
| |
| 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 (UCITA). Any dispute arising out of or |
| related to this Agreement will be brought in, and each party consents to the |
| exclusive jurisdiction and venue in the state and federal courts sitting in |
| Dallas Country, 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. PRC Provisions. If you are located in the People’s Republic of China |
| (“PRC”) or if the Licensed Materials will be sent to the PRC, the following |
| provisions shall apply and shall supersede any other provisions in this |
| Agreement concerning the same subject matter as the following provisions: |
| |
| a. Registration Requirements. You shall be solely responsible for |
| performing all acts and obtaining all approvals that may be required in |
| connection with this Agreement by the government of the PRC, including but not |
| limited to registering pursuant to, and otherwise complying with, the PRC |
| Measures on the Administration of Software Products, Management Regulations on |
| Technology Import-Export, and Technology Import and Export Contract |
| Registration Management Rules. Upon receipt of such approvals from the |
| government authorities, you shall forward evidence of all such approvals to TI |
| for its records. In the event that you fail to obtain any such approval or |
| registration, you shall be solely responsible for any and all losses, damages |
| or costs resulting therefrom, and shall indemnify TI for all such losses, |
| damages or costs. |
| |
| b. Governing Language. This Agreement is written and executed in |
| the English language. If a translation of this Agreement is required for any |
| purpose, including but not limited to registration of the Agreement pursuant to |
| any governmental laws, regulations or rules, you shall be solely responsible |
| for creating such translation. Any translation of this Agreement into a |
| language other than English is intended solely in order to comply with such |
| laws or for reference purposes, and the English language version shall be |
| authoritative and controlling. |
| |
| 8. 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. 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. |
| |
| |
| Version: 221850v2 |