152 lines
8.5 KiB
Plaintext
152 lines
8.5 KiB
Plaintext
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Texas Instruments Incorporated
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Technology and Software Publicly Available
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Software (Object Code) License Agreement
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IMPORTANT - PLEASE READ THE FOLLOWING LICENSE AGREEMENT CAREFULLY. THIS IS
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A LEGALLY BINDING AGREEMENT. DO NOT DOWNLOAD THE LICENSED MATERIALS
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UNLESS: (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS
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LICENSE AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY
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THE TERMS OF THIS AGREEMENT.
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This Software License Agreement ("Agreement") is a legal agreement between you
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(either an individual or entity) and Texas Instruments Incorporated
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("TI"). The "Licensed Materials" subject to this Agreement include,
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in whole or in part, the software programs that accompany this Agreement
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and any "on-line" or electronic documentation associated with these
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programs. By installing, copying or otherwise using the Licensed
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Materials you agree to abide by the terms of this Agreement.
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If you choose not to accept or agree with these terms, do not download
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or install the Licensed Materials.
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1. Object Code License. TI hereby grants to you a limited, non-exclusive
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license to reproduce and use the Licensed Materials provided to you in
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object code format and to distribute an unlimited number of object or
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executable copies of such Licensed Materials, provided that such object
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or executable copies are used solely and exclusively on devices
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manufactured by or for TI.
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2. Termination. This license is effective until terminated. Without prejudice
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to any other rights, TI may terminate your right to use the Licensed
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Materials under this Agreement if you fail to comply with the terms of
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this Agreement. In such event, you shall destroy all copies of the
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Licensed Materials, including all portions and derivatives thereof.
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3. Intellectual Property Rights. The Licensed Materials being provided to you
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hereunder are being made publicly available by TI, even though they
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contain copyrighted material of TI and its licensors, if applicable.
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In no event may you alter, remove or destroy any copyright notice
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included in the Licensed Materials. To the extent that any of the
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Licensed Materials are provided in binary or object code only, you may
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not unlock, decompile, reverse engineer, disassemble or otherwise
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translate such binary or object code to human-perceivable form. The
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source code of such reverse engineered code may contain TI trade secret
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and other proprietary information. Further, nothing shall obligate TI
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to provide you with source code for the Licensed Materials licensed to
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you in binary or object code only under this Agreement. TI reserves all
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rights not specifically granted under this Agreement.
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4. Warranties and Limitations. THE LICENSED MATERIALS ARE PROVIDED "AS IS". TI
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MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED OR STATUTORY,
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INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A
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PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF
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RESPONSES, RESULTS AND LACK OF NEGLIGENCE. TI DISCLAIMS ANY WARRANTY OF
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TITLE, QUIET ENJOYMENT, QUIET POSESSION, AND NON-INFRINGEMENT OF ANY
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THIRD PARTY INTELLECTUAL PROPERTY RIGHTS WITH REGARD TO THE LICENSED
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MATERIALS OR USE OF THOSE MATERIALS.
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YOU ACKNOWLEDGE AND AGREE THAT THE LICENSED MATERIALS MAY NOT BE INTENDED FOR
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PRODUCTION APPLICATIONS AND MAY CONTAIN IRREGULARITIES AND DEFECTS NOT
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FOUND IN PRODUCTION SOFTWARE. FURTHERMORE, YOU ACKNOWLEDGE AND AGREE
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THAT THE LICENSED MATERIALS HAVE NOT BEEN TESTED OR CERTIFIED BY ANY
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GOVERNMENT AGENCY OR INDUSTRY REGULATORY ORGANIZATION OR ANY OTHER THIRD
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PARTY ORGANIZATION. YOU AGREE THAT PRIOR TO USING, INCORPORATING OR
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DISTRIBUTING THE LICENSED MATERIALS IN OR WITH ANY COMMERCIAL PRODUCT
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THAT YOU WILL THOROUGHLY TEST THE PRODUCT AND THE FUNCTIONALITY OF THE
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LICENSED MATERIALS IN OR WITH THAT PRODUCT AND BE SOLELY RESPONSIBLE FOR
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ANY PROBLEMS OR FAILURES.
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IN NO EVENT SHALL TI, OR ANY APPLICABLE LICENSOR, BE LIABLE FOR ANY SPECIAL,
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INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED
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ON ANY THEORY OF LIABILITY, ARISING IN ANY WAY OUT OF THIS AGREEMENT,
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OR YOUR USE OF THE LICENSED MATERIALS, WHETHER OR NOT TI HAS BEEN
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ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDED DAMAGES INCLUDE,
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BUT ARE NOT LIMITED TO, COST OF REMOVAL OR REINSTALLATION, OUTSIDE
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COMPUTER TIME, LABOR COSTS, LOSS OR CORRUPTION OF DATA, LOSS OF
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GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, OR LOSS OF USE OR
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INTERRUPTION OF BUSINESS OR ANY OTHER ECONOMIC LOSS. IN NO EVENT WILL
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TI'S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR ARISING OUT OF YOUR USE
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OF THE LICENSED MATERIALS EXCEED FIVE HUNDRED U.S. DOLLARS (US$500).
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Because some jurisdictions do not allow the exclusion or limitation of
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incidental or consequential damages or limitation on how long an implied
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warranty lasts, the above limitations or exclusions may not apply to
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you.
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5. Export Control. Thesoftware programs and any "on-line" documentation as well
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as any updates or upgrades to such software programs or documentation
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may be subject to the export or import regulations of certain countries.
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You agree to comply with all such regulations and acknowledge that you
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have the responsibility to obtain any licenses or other authorizations
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that may be required to export, re-export or import the Licensed
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Materials.
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6. Governing Law, Jurisdiction and Severability. This Agreement will be
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governed by and interpreted in accordance with the laws of the State of
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Texas, without reference to that state's conflict of laws principles.
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This Agreement shall not be governed by the United Nations Convention on
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Contracts for the International Sale of Goods, nor shall it be governed
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by the Uniform Computer Information Transactions Act (UCITA). Any
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dispute arising out of or related to this Agreement will be brought in,
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and each party consents to the exclusive jurisdiction and venue in the
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state and federal courts sitting in Dallas Country, Texas. Each party
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waives all defenses of lack of personal jurisdiction and forum
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non-conveniens and agrees that process may be served on either party in
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a manner authorized by applicable law or court rule. If for any reason
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a court of competent jurisdiction finds any provision of the Agreement
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to be unenforceable, that provision will be enforced to the maximum
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extent possible to effectuate the intent of the parties and the
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remainder of the Agreement shall continue in full force and effect.
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7. PRC Provisions. If you are located in the People's Republic of China ("PRC")
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or if the Licensed Materials will be sent to the PRC, the following
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provisions shall apply and shall supersede any other provisions in this
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Agreement concerning the same subject matter as the following
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provisions:
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a. Registration Requirements. You shall be solely responsible for
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performing all acts and obtaining all approvals that may be required in
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connection with this Agreement by the government of the PRC, including
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but not limited to registering pursuant to, and otherwise complying
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with, the PRC Measures on the Administration of Software Products,
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Management Regulations on Technology Import-Export, and Technology
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Import and Export Contract Registration Management Rules. Upon receipt
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of such approvals from the government authorities, you shall forward
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evidence of all such approvals to TI for its records. In the event that
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you fail to obtain any such approval or registration, you shall be
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solely responsible for any and all losses, damages or costs resulting
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therefrom, and shall indemnify TI for all such losses, damages or costs.
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b. Governing Language. This Agreement is written and executed in
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the English language. If a translation of this Agreement is required
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for any purpose, including but not limited to registration of the
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Agreement pursuant to any governmental laws, regulations or rules, you
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shall be solely responsible for creating such translation. Any
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translation of this Agreement into a language other than English is
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intended solely in order to comply with such laws or for reference
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purposes, and the English language version shall be authoritative and
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controlling.
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8. Entire Agreement. This is the entire Agreement between you and TI and
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supersedes any prior agreement between the parties related to the
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subject matter of this Agreement. No amendment or modification of this
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Agreement will be effective unless in writing and signed by a duly
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authorized representative of TI. You hereby warrant and represent that
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you have obtained all authorizations and other applicable consents
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required empowering you to enter into this Agreement.
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1
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TILAW-#236402v3
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