TI TivaWare for C Series Source and Object Code Software License Agreement

IMPORTANT - PLEASE READ THE FOLLOWING LICENSE AGREEMENT CAREFULLY. THIS IS A 
LEGALLY BINDING AGREEMENT. AFTER YOU READ THIS LICENSE AGREEMENT, YOU WILL BE 
ASKED WHETHER YOU ACCEPT AND AGREE TO THE TERMS OF THIS LICENSE AGREEMENT. DO 
NOT CLICK "I HAVE READ AND AGREE" UNLESS: (1) YOU ARE AUTHORIZED TO ACCEPT AND 
AGREE TO THE TERMS OF THIS LICENSE AGREEMENT ON BEHALF OF YOURSELF OR YOUR 
COMPANY (AS APPLICABLE); AND (2) YOU INTEND TO BE BOUND BY THE TERMS OF THIS 
LICENSE AGREEMENT ON BEHALF OF YOURSELF OR YOUR COMPANY (AS APPLICABLE).

Important - Read carefully: This Source and Object Code Software License 
Agreement ("Agreement") is a legal agreement between you (either an individual 
or legal entity) and Texas Instruments Incorporated ("TI"). The "Licensed 
Materials" subject to this Agreement include the software programs (in whole or 
in part) that accompany this Agreement [and set forth in the applicable 
software manifest] and which you access "on-line" and/or electronic 
documentation (in whole or in part) associated and provided with these software 
programs, as well as any updates or upgrades to such software programs and 
documentation, if any, provided to you at TI's sole discretion. The Licensed 
Materials are specifically designed and licensed for use solely and exclusively 
with semiconductor devices manufactured by or for TI ("TI Devices"). By 
installing, copying or otherwise using the Licensed Materials you agree to 
abide by the provisions set forth herein. This Agreement is displayed for you 
to read prior to using the Licensed Materials. If you choose not to accept or 
agree with these provisions, do not download or install the Licensed Materials.

Note Regarding Possible Access to Open Source Software: The Licensed Materials 
may be bundled with Open Source Software. "Open Source Software" means any 
software licensed under terms requiring that (A) other software ("Proprietary 
Software") incorporated, combined or distributed with such software or 
developed using such software: (i) be disclosed or distributed in source code 
form; or (ii) otherwise be licensed on terms inconsistent with the terms of 
this Agreement, including but not limited to permitting use of the Proprietary 
Software on or with devices other than TI Devices, or (B) require the owner of 
Proprietary Software to license any of its patents to users of the Open Source 
Software and/or Proprietary Software incorporated, combined or distributed with 
such Open Source Software or developed using such Open Source Software.

By accepting this Agreement, you may gain access to Open Source Software, in 
which case such Open Source Software 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 only, TI will provide to you, or show you where 
you can access, the source code versions of such Open Source Materials if you 
contact TI at Texas Instruments Incorporated, 12500 TI Boulevard, Mail Station 
8638, Dallas, Texas 75243, Attention: Contracts Manager, Embedded Processing. 
In the event you choose not to accept or agree with the terms in any applicable 
Open Source Materials license agreement, you must terminate this Agreement.

1. License Grant and Use Restrictions.

a. Licensed Materials License Grant. Subject to the terms of this Agreement, TI 
hereby grants to you a limited, non-transferable, non-exclusive, 
non-assignable, non-sub-licensable, fully paid-up and royalty-free license to:

(i). Limited Source Code License. make copies, prepare derivative works, 
display internally and use internally the Licensed Materials provided to you in 
source code for the sole purpose of developing object and executable versions 
of such Licensed Materials, or any derivative thereof, that execute solely and 
exclusively on TI Devices, for end use in Licensee Products, and maintaining 
and supporting such Licensed Materials, or any derivative thereof, and Licensee 
Products. For purposes of this Agreement, "Licensee Product" means a product 
that consists of both hardware, including one or more TI Devices, and software 
components, including only executable versions of the Licensed Materials that 
execute solely and exclusively on such TI Devices.

(ii). Object Code Evaluation, Testing and Use License. make copies, display 
internally, distribute internally and use internally the Licensed Materials in 
object code for the sole purposes of evaluating and testing the Licensed 
Materials and designing and developing Licensee Products, and maintaining and 
supporting the Licensee Products;

(iii). Demonstration License. demonstrate to third parties the Licensed 
Materials executing solely and exclusively on TI Devices as they are used in 
Licensee Products, provided that such Licensed Materials are demonstrated in 
object or executable versions only and

(iv). Production and Distribution License. make, use, import, export and 
otherwise distribute the Licensed Materials as part of a Licensee Product, 
provided that such Licensee Products include only embedded executable copies of 
such Licensed Materials that execute solely and exclusively on TI Devices.

b. Contractors. The licenses granted to you hereunder shall include your 
on-site and off-site contractors (either an individual or entity), while such 
contractors are performing work for or providing services to you, provided that 
such contractors have executed work-for-hire agreements with you containing 
applicable terms and conditions consistent with the terms and conditions set 
forth in this Agreement and provided further that you shall be liable to TI for 
any breach by your contractors of this Agreement to the same extent as you 
would be if you had breached the Agreement yourself.

c. No Other License. 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. Covenant not to Sue. You agree not to assert a claim against TI or its 
licensees that the Licensed Materials infringe your intellectual property 
rights.

e. Restrictions. You shall maintain the source code versions of the Licensed 
Materials under password control protection and shall not disclose such source 
code versions of the Licensed Materials, to any person other than your 
employees and contractors whose job performance requires access. You shall not 
use the Licensed Materials with a processing device other than a TI Device, and 
you agree that any such unauthorized use of the Licensed Materials is a 
material breach of this Agreement. You shall not use the Licensed Materials for 
the purpose of analyzing or proving infringement of any of your patents by 
either TI or TI's customers. Except as expressly provided in this Agreement, 
you shall not copy, publish, disclose, display, provide, transfer or make 
available the Licensed Materials to any third party and you shall not 
sublicense, transfer, or assign the Licensed Materials or your rights under 
this Agreement to any third party. You shall not mortgage, pledge or encumber 
the Licensed Materials in any way. You may use the Licensed Materials with Open 
Source Software or with software developed using Open Source Software tools 
provided you do not incorporate, combine or distribute the Licensed Materials 
in a manner that subjects the Licensed Materials to any license obligations or 
any other intellectual property related terms of any license governing such 
Open Source Software.

f. Termination. This Agreement is effective on the date the Licensed Materials 
are delivered to you together with this Agreement and will remain in full force 
and effect until terminated. You may terminate this Agreement at any time by 
written notice to TI. Without prejudice to any other rights, if you fail to 
comply with the terms of this Agreement or you are acquired, TI may terminate 
your right to use the Licensed Materials upon written notice to you. 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. Except for Sections 1(a), 1(b) and 1(d), all provisions of this 
Agreement shall survive termination of this Agreement.

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. You 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. Moreover, 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 combined 
work that includes the Licensed Materials remains subject to the terms and 
conditions of this Agreement.

3. Intellectual Property Rights.

a. 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, you agree, except as specifically permitted by statute by a 
provision that cannot be waived by contract, not to "unlock", decompile, 
reverse engineer, disassemble or otherwise translate to a human-perceivable 
form any portions of the Licensed Materials provided to you in object code 
format only, nor permit any person or entity to do so. You shall not remove, 
alter, cover, or obscure any confidentiality, trade secret, trade mark, patent, 
copyright or other proprietary notice 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.

b. Certain Licensed Materials may be based on industry recognized standards or 
software programs published by industry recognized standards bodies and certain 
third parties may claim to own patents, copyrights, and other intellectual 
property rights that cover implementation of those standards. You acknowledge 
and agree that this Agreement does not convey a license to any such third party 
patents, copyrights, and other intellectual property rights and that you are 
solely responsible for any patent, copyright, or other intellectual property 
right claim that relates to your use or distribution of the Licensed Materials 
or your use or distribution of your products that include or incorporate the 
Licensed Materials. Moreover, you acknowledge 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 or any intellectual property rights 
that cover implementation of any industry recognized standard, any software 
program published by any industry recognized standards bodies or any other 
proprietary technology.

4. Audit Right. At TI's request, and within thirty (30) calendar days after 
receiving written notice, you shall permit an internal or independent auditor 
selected by TI to have access, no more than once each calendar year (unless the 
immediately preceding audit revealed a discrepancy) and during your regular 
business hours, to all of your equipment, records, and documents as may contain 
information bearing upon the use of the Licensed Materials. You shall keep 
full, complete, clear and accurate records with respect to product sales and 
distributions for a period beginning with the then-current calendar year and 
going back three (3) years.

5. Confidential Information. You acknowledge and agree that the Licensed 
Materials contain trade secrets and other confidential information of TI and 
its licensors. You agree to use the Licensed Materials solely within the scope 
of the licenses set forth herein, to maintain the Licensed Materials in strict 
confidence, to use at least the same procedures and degree of care that you use 
to prevent disclosure of your own confidential information of like importance 
but in no instance less than reasonable care, and to prevent disclosure of the 
Licensed Materials to any third party, except as may be necessary and required 
in connection with your rights and obligations hereunder; provided, however, 
that you may not provide the Licensed Materials to any business organization or 
group within your company or to customers or contractors that design or 
manufacture semiconductors unless TI gives written consent. You agree to obtain 
executed confidentiality agreements with your employees and contractors having 
access to the Licensed Materials and to diligently take steps to enforce such 
agreements in this respect. TI may disclose your contact information to TI's 
licensors.

6. Warranties and Limitations. THE LICENSED MATERIALS ARE PROVIDED "AS IS". 
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.

TI AND ITS LICENSORS MAKE 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. NOTHING CONTAINED IN THIS 
AGREEMENT WILL BE CONSTRUED AS A WARRANTY OR REPRESENTATION BY TI TO MAINTAIN 
PRODUCTION OF ANY TI SEMICONDUCTOR DEVICE OR OTHER HARDWARE OR SOFTWARE WITH 
WHICH THE LICENSED MATERIALS MAY BE USED.

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, 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 OR ITS LICENSORS' 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.

7. 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.

You will defend and indemnify TI in the event of claim, liability or costs 
(including reasonable attorney's fees related to Your use of the Licensed 
Materials) relating in any way to Your violation of the terms of the License 
Grants set forth in Section 1, or any other violation of other terms and 
conditions of this Agreement.

8. No Technical Support. TI and its licensors are under no obligation to 
install, maintain or support the Licensed Materials.

9. Notices. All notices to TI hereunder shall be delivered to Texas Instruments 
Incorporated, 12500 TI Boulevard, Mail Station 8638, Dallas, Texas 75243, 
Attention: Contracts Manager - Embedded Processing, with a copy to Texas 
Instruments Incorporated, 13588 N. Central Expressway, Mail Station 3999, 
Dallas, Texas 75243, Attention: Law Department - Embedded Processing. All 
notices shall be deemed served when received by TI.

10. Export Control. The Licensed Materials are subject to export control under 
the U.S. Commerce Department's Export Administration Regulations ("EAR"). 
Unless prior authorization is obtained from the U.S. Commerce Department, 
neither you nor your subsidiaries shall export, re-export, or release, directly 
or indirectly (including, without limitation, by permitting the Licensed 
Materials to be downloaded), any technology, software, or software source code, 
received from TI, or export, directly or indirectly, any direct product of such 
technology, software, or software source code, to any person, 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 
represent and warrant that you (i) are not located in, or under the control of, 
a national or resident of Cuba, Iran, North Korea, Sudan and Syria or any other 
country subject to a U.S. goods embargo; (ii) are not on the U.S. Treasury 
Department's List of Specially Designated Nationals or the U.S. Commerce 
Department's Denied Persons List or Entity List; and (iii) will not use the 
Licensed Materials or transfer the Licensed Materials for use in any military, 
nuclear, chemical or biological weapons, or missile technology end-uses. Any 
software export classification made by TI shall not be construed as a 
representation or warranty regarding the proper export classification for such 
software or whether an export license or other documentation is required for 
the exportation of such software.

11. Governing Law and Severability; Waiver. 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. Failure by TI 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.

12. 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:

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 and shall be authoritative and controlling, whether or not translated 
into a language other than English to comply with law or for reference 
purposes. 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.

13. Contingencies. TI shall not be in breach of this Agreement and shall not be 
liable for any non-performance or delay in performance if such non-performance 
or delay is due to a force majeure event or other circumstances beyond TI's 
reasonable control.

14. Entire Agreement. This is the entire agreement between you and TI and this 
Agreement 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 and 
stating expressly that such agreement shall control regardless of any 
subsequent click-wrap, shrink-wrap or web-wrap, shall 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.

