354 lines
23 KiB
Plaintext
354 lines
23 KiB
Plaintext
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TI TivaWare for C Series Source and Object Code Software License Agreement
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IMPORTANT - PLEASE READ THE FOLLOWING LICENSE AGREEMENT CAREFULLY. THIS IS A
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LEGALLY BINDING AGREEMENT. AFTER YOU READ THIS LICENSE AGREEMENT, YOU WILL BE
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ASKED WHETHER YOU ACCEPT AND AGREE TO THE TERMS OF THIS LICENSE AGREEMENT. DO
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NOT CLICK "I HAVE READ AND AGREE" UNLESS: (1) YOU ARE AUTHORIZED TO ACCEPT AND
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AGREE TO THE TERMS OF THIS LICENSE AGREEMENT ON BEHALF OF YOURSELF OR YOUR
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COMPANY (AS APPLICABLE); AND (2) YOU INTEND TO BE BOUND BY THE TERMS OF THIS
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LICENSE AGREEMENT ON BEHALF OF YOURSELF OR YOUR COMPANY (AS APPLICABLE).
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Important - Read carefully: This Source and Object Code Software License
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Agreement ("Agreement") is a legal agreement between you (either an individual
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or legal entity) and Texas Instruments Incorporated ("TI"). The "Licensed
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Materials" subject to this Agreement include the software programs (in whole or
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in part) that accompany this Agreement [and set forth in the applicable
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software manifest] and which you access "on-line" and/or electronic
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documentation (in whole or in part) associated and provided with these software
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programs, as well as any updates or upgrades to such software programs and
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documentation, if any, provided to you at TI's sole discretion. The Licensed
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Materials are specifically designed and licensed for use solely and exclusively
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with semiconductor devices manufactured by or for TI ("TI Devices"). By
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installing, copying or otherwise using the Licensed Materials you agree to
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abide by the provisions set forth herein. This Agreement is displayed for you
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to read prior to using the Licensed Materials. If you choose not to accept or
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agree with these provisions, do not download or install the Licensed Materials.
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Note Regarding Possible Access to Open Source Software: The Licensed Materials
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may be bundled with Open Source Software. "Open Source Software" means any
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software licensed under terms requiring that (A) other software ("Proprietary
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Software") incorporated, combined or distributed with such software or
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developed using such software: (i) be disclosed or distributed in source code
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form; or (ii) otherwise be licensed on terms inconsistent with the terms of
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this Agreement, including but not limited to permitting use of the Proprietary
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Software on or with devices other than TI Devices, or (B) require the owner of
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Proprietary Software to license any of its patents to users of the Open Source
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Software and/or Proprietary Software incorporated, combined or distributed with
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such Open Source Software or developed using such Open Source Software.
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By accepting this Agreement, you may gain access to Open Source Software, in
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which case such Open Source Software will be listed in the applicable software
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manifest (in whole or in part, the "Open Source Materials"). Your use of the
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Open Source Materials is subject to the separate licensing terms applicable to
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such Open Source Materials as specified in the applicable software manifest.
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For clarification, this Agreement does not limit your rights under, or grant
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you rights that supersede, the license terms of any applicable Open Source
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Materials license agreement. If any of the Open Source Materials have been
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provided to you in object code only, TI will provide to you, or show you where
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you can access, the source code versions of such Open Source Materials if you
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contact TI at Texas Instruments Incorporated, 12500 TI Boulevard, Mail Station
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8638, Dallas, Texas 75243, Attention: Contracts Manager, Embedded Processing.
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In the event you choose not to accept or agree with the terms in any applicable
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Open Source Materials license agreement, you must terminate this Agreement.
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1. License Grant and Use Restrictions.
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a. Licensed Materials License Grant. Subject to the terms of this Agreement, TI
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hereby grants to you a limited, non-transferable, non-exclusive,
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non-assignable, non-sub-licensable, fully paid-up and royalty-free license to:
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(i). Limited Source Code License. make copies, prepare derivative works,
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display internally and use internally the Licensed Materials provided to you in
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source code for the sole purpose of developing object and executable versions
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of such Licensed Materials, or any derivative thereof, that execute solely and
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exclusively on TI Devices, for end use in Licensee Products, and maintaining
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and supporting such Licensed Materials, or any derivative thereof, and Licensee
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Products. For purposes of this Agreement, "Licensee Product" means a product
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that consists of both hardware, including one or more TI Devices, and software
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components, including only executable versions of the Licensed Materials that
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execute solely and exclusively on such TI Devices.
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(ii). Object Code Evaluation, Testing and Use License. make copies, display
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internally, distribute internally and use internally the Licensed Materials in
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object code for the sole purposes of evaluating and testing the Licensed
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Materials and designing and developing Licensee Products, and maintaining and
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supporting the Licensee Products;
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(iii). Demonstration License. demonstrate to third parties the Licensed
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Materials executing solely and exclusively on TI Devices as they are used in
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Licensee Products, provided that such Licensed Materials are demonstrated in
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object or executable versions only and
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(iv). Production and Distribution License. make, use, import, export and
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otherwise distribute the Licensed Materials as part of a Licensee Product,
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provided that such Licensee Products include only embedded executable copies of
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such Licensed Materials that execute solely and exclusively on TI Devices.
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b. Contractors. The licenses granted to you hereunder shall include your
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on-site and off-site contractors (either an individual or entity), while such
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contractors are performing work for or providing services to you, provided that
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such contractors have executed work-for-hire agreements with you containing
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applicable terms and conditions consistent with the terms and conditions set
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forth in this Agreement and provided further that you shall be liable to TI for
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any breach by your contractors of this Agreement to the same extent as you
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would be if you had breached the Agreement yourself.
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c. No Other License. Nothing in this Agreement shall be construed as a license
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to any intellectual property rights of TI other than those rights embodied in
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the Licensed Materials provided to you by TI. EXCEPT AS PROVIDED HEREIN, NO
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OTHER LICENSE, EXPRESS OR IMPLIED, BY ESTOPPEL OR OTHERWISE, TO ANY OTHER TI
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INTELLECTUAL PROPERTY RIGHTS IS GRANTED HEREIN.
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d. Covenant not to Sue. You agree not to assert a claim against TI or its
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licensees that the Licensed Materials infringe your intellectual property
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rights.
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e. Restrictions. You shall maintain the source code versions of the Licensed
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Materials under password control protection and shall not disclose such source
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code versions of the Licensed Materials, to any person other than your
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employees and contractors whose job performance requires access. You shall not
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use the Licensed Materials with a processing device other than a TI Device, and
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you agree that any such unauthorized use of the Licensed Materials is a
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material breach of this Agreement. You shall not use the Licensed Materials for
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the purpose of analyzing or proving infringement of any of your patents by
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either TI or TI's customers. Except as expressly provided in this Agreement,
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you shall not copy, publish, disclose, display, provide, transfer or make
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available the Licensed Materials to any third party and you shall not
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sublicense, transfer, or assign the Licensed Materials or your rights under
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this Agreement to any third party. You shall not mortgage, pledge or encumber
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the Licensed Materials in any way. You may use the Licensed Materials with Open
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Source Software or with software developed using Open Source Software tools
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provided you do not incorporate, combine or distribute the Licensed Materials
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in a manner that subjects the Licensed Materials to any license obligations or
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any other intellectual property related terms of any license governing such
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Open Source Software.
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f. Termination. This Agreement is effective on the date the Licensed Materials
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are delivered to you together with this Agreement and will remain in full force
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and effect until terminated. You may terminate this Agreement at any time by
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written notice to TI. Without prejudice to any other rights, if you fail to
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comply with the terms of this Agreement or you are acquired, TI may terminate
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your right to use the Licensed Materials upon written notice to you. Upon
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termination of this Agreement, you will destroy any and all copies of the
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Licensed Materials in your possession, custody or control and provide to TI a
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written statement signed by your authorized representative certifying such
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destruction. Except for Sections 1(a), 1(b) and 1(d), all provisions of this
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Agreement shall survive termination of this Agreement.
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2. Licensed Materials Ownership. The Licensed Materials are licensed, not sold
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to you, and can only be used in accordance with the terms of this Agreement.
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Subject to the licenses granted to you pursuant to this Agreement, TI and its
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licensors own and shall continue to own all right, title and interest in and to
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the Licensed Materials, including all copies thereof. You agree that all fixes,
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modifications and improvements to the Licensed Materials conceived of or made
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by TI that are based, either in whole or in part, on your feedback, suggestions
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or recommendations are the exclusive property of TI and all right, title and
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interest in and to such fixes, modifications or improvements to the Licensed
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Materials will vest solely in TI. Moreover, you acknowledge and agree that when
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your independently developed software or hardware components are combined, in
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whole or in part, with the Licensed Materials, your right to use the combined
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work that includes the Licensed Materials remains subject to the terms and
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conditions of this Agreement.
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3. Intellectual Property Rights.
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a. The Licensed Materials contain copyrighted material, trade secrets and other
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proprietary information of TI and its licensors and are protected by copyright
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laws, international copyright treaties, and trade secret laws, as well as other
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intellectual property laws. To protect TI's and its licensors' rights in the
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Licensed Materials, you agree, except as specifically permitted by statute by a
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provision that cannot be waived by contract, not to "unlock", decompile,
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reverse engineer, disassemble or otherwise translate to a human-perceivable
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form any portions of the Licensed Materials provided to you in object code
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format only, nor permit any person or entity to do so. You shall not remove,
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alter, cover, or obscure any confidentiality, trade secret, trade mark, patent,
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copyright or other proprietary notice or other identifying marks or designs
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from any component of the Licensed Materials and you shall reproduce and
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include in all copies of the Licensed Materials the copyright notice(s) and
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proprietary legend(s) of TI and its licensors as they appear in the Licensed
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Materials. TI reserves all rights not specifically granted under this
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Agreement.
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b. Certain Licensed Materials may be based on industry recognized standards or
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software programs published by industry recognized standards bodies and certain
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third parties may claim to own patents, copyrights, and other intellectual
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property rights that cover implementation of those standards. You acknowledge
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and agree that this Agreement does not convey a license to any such third party
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patents, copyrights, and other intellectual property rights and that you are
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solely responsible for any patent, copyright, or other intellectual property
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right claim that relates to your use or distribution of the Licensed Materials
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or your use or distribution of your products that include or incorporate the
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Licensed Materials. Moreover, you acknowledge that you are responsible for any
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fees or royalties that may be payable to any third party based on such third
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party's interests in the Licensed Materials or any intellectual property rights
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that cover implementation of any industry recognized standard, any software
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program published by any industry recognized standards bodies or any other
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proprietary technology.
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4. Audit Right. At TI's request, and within thirty (30) calendar days after
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receiving written notice, you shall permit an internal or independent auditor
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selected by TI to have access, no more than once each calendar year (unless the
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immediately preceding audit revealed a discrepancy) and during your regular
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business hours, to all of your equipment, records, and documents as may contain
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information bearing upon the use of the Licensed Materials. You shall keep
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full, complete, clear and accurate records with respect to product sales and
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distributions for a period beginning with the then-current calendar year and
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going back three (3) years.
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5. Confidential Information. You acknowledge and agree that the Licensed
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Materials contain trade secrets and other confidential information of TI and
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its licensors. You agree to use the Licensed Materials solely within the scope
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of the licenses set forth herein, to maintain the Licensed Materials in strict
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confidence, to use at least the same procedures and degree of care that you use
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to prevent disclosure of your own confidential information of like importance
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but in no instance less than reasonable care, and to prevent disclosure of the
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Licensed Materials to any third party, except as may be necessary and required
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in connection with your rights and obligations hereunder; provided, however,
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that you may not provide the Licensed Materials to any business organization or
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group within your company or to customers or contractors that design or
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manufacture semiconductors unless TI gives written consent. You agree to obtain
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executed confidentiality agreements with your employees and contractors having
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access to the Licensed Materials and to diligently take steps to enforce such
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agreements in this respect. TI may disclose your contact information to TI's
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licensors.
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6. Warranties and Limitations. THE LICENSED MATERIALS ARE PROVIDED "AS IS".
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FURTHERMORE, YOU ACKNOWLEDGE AND AGREE THAT THE LICENSED MATERIALS HAVE NOT
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BEEN TESTED OR CERTIFIED BY ANY GOVERNMENT AGENCY OR INDUSTRY REGULATORY
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ORGANIZATION OR ANY OTHER THIRD PARTY ORGANIZATION.<2E> YOU AGREE THAT PRIOR TO
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USING, INCORPORATING OR DISTRIBUTING THE LICENSED MATERIALS IN OR WITH ANY
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COMMERCIAL PRODUCT THAT YOU WILL THOROUGHLY TEST THE PRODUCT AND THE
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FUNCTIONALITY OF THE LICENSED MATERIALS IN OR WITH THAT PRODUCT AND BE SOLELY
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RESPONSIBLE FOR ANY PROBLEMS OR FAILURES.
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TI AND ITS LICENSORS MAKE NO WARRANTY OR REPRESENTATION, EITHER EXPRESS,
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IMPLIED OR STATUTORY, REGARDING THE LICENSED MATERIALS, INCLUDING BUT NOT
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LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
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PARTICULAR PURPOSE OR NON-INFRINGEMENT OF ANY THIRD PARTY PATENTS, COPYRIGHTS,
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TRADE SECRETS OR OTHER INTELLECTUAL PROPERTY RIGHTS. YOU AGREE TO USE YOUR
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INDEPENDENT JUDGMENT IN DEVELOPING YOUR PRODUCTS. NOTHING CONTAINED IN THIS
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AGREEMENT WILL BE CONSTRUED AS A WARRANTY OR REPRESENTATION BY TI TO MAINTAIN
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PRODUCTION OF ANY TI SEMICONDUCTOR DEVICE OR OTHER HARDWARE OR SOFTWARE WITH
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WHICH THE LICENSED MATERIALS MAY BE USED.
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IN NO EVENT SHALL TI OR ITS LICENSORS, BE LIABLE FOR ANY SPECIAL, INDIRECT,
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INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF
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LIABILITY, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE USE OF
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THE LICENSED MATERIALS REGARDLESS OF WHETHER TI HAS BEEN ADVISED OF THE
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POSSIBILITY OF SUCH DAMAGES. EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO,
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COST OF REMOVAL OR REINSTALLATION, OUTSIDE COMPUTER TIME, LABOR COSTS, LOSS OF
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DATA, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, OR LOSS OF USE OR
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INTERRUPTION OF BUSINESS. IN NO EVENT WILL TI'S OR ITS LICENSORS' AGGREGATE
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LIABILITY UNDER THIS AGREEMENT OR ARISING OUT OF YOUR USE OF THE LICENSED
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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 you.
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7. Indemnification Disclaimer. YOU ACKNOWLEDGE AND AGREE THAT TI SHALL NOT BE
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LIABLE FOR AND SHALL NOT DEFEND OR INDEMNIFY YOU AGAINST ANY THIRD PARTY
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INFRINGEMENT CLAIM THAT RELATES TO OR IS BASED ON YOUR MANUFACTURE, USE, OR
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DISTRIBUTION OF THE LICENSED MATERIALS OR YOUR MANUFACTURE, USE, OFFER FOR
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SALE, SALE, IMPORTATION OR DISTRIBUTION OF YOUR PRODUCTS THAT INCLUDE OR
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INCORPORATE THE LICENSED MATERIALS.
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You will defend and indemnify TI in the event of claim, liability or costs
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(including reasonable attorney's fees related to Your use of the Licensed
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Materials) relating in any way to Your violation of the terms of the License
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Grants set forth in Section 1, or any other violation of other terms and
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conditions of this Agreement.
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8. No Technical Support. TI and its licensors are under no obligation to
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install, maintain or support the Licensed Materials.
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9. Notices. All notices to TI hereunder shall be delivered to Texas Instruments
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Incorporated, 12500 TI Boulevard, Mail Station 8638, Dallas, Texas 75243,
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Attention: Contracts Manager - Embedded Processing, with a copy to Texas
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Instruments Incorporated, 13588 N. Central Expressway, Mail Station 3999,
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Dallas, Texas 75243, Attention: Law Department - Embedded Processing. All
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notices shall be deemed served when received by TI.
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10. Export Control. The Licensed Materials are subject to export control under
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the U.S. Commerce Department's Export Administration Regulations ("EAR").
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Unless prior authorization is obtained from the U.S. Commerce Department,
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neither you nor your subsidiaries shall export, re-export, or release, directly
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or indirectly (including, without limitation, by permitting the Licensed
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Materials to be downloaded), any technology, software, or software source code,
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received from TI, or export, directly or indirectly, any direct product of such
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technology, software, or software source code, to any person, destination or
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country to which the export, re-export, or release of the technology, software,
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or software source code, or direct product is prohibited by the EAR. You
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represent and warrant that you (i) are not located in, or under the control of,
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a national or resident of Cuba, Iran, North Korea, Sudan and Syria or any other
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country subject to a U.S. goods embargo; (ii) are not on the U.S. Treasury
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Department's List of Specially Designated Nationals or the U.S. Commerce
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Department's Denied Persons List or Entity List; and (iii) will not use the
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Licensed Materials or transfer the Licensed Materials for use in any military,
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nuclear, chemical or biological weapons, or missile technology end-uses. Any
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software export classification made by TI shall not be construed as a
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representation or warranty regarding the proper export classification for such
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software or whether an export license or other documentation is required for
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the exportation of such software.
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11. Governing Law and Severability; Waiver. This Agreement will be governed by
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and interpreted in accordance with the laws of the State of Texas, without
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reference to conflict of laws principles. If for any reason a court of
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competent jurisdiction finds any provision of the Agreement to be
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unenforceable, that provision will be enforced to the maximum extent possible
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to effectuate the intent of the parties, and the remainder of the Agreement
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shall continue in full force and effect. This Agreement shall not be governed
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by the United Nations Convention on Contracts for the International Sale of
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Goods, or by the Uniform Computer Information Transactions Act (UCITA). The
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parties agree that non-exclusive jurisdiction for any dispute arising out of or
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relating to this Agreement lies within the courts located in the State of
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Texas. Notwithstanding the foregoing, any judgment may be enforced in any
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United States or foreign court, and either party may seek injunctive relief in
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any United States or foreign court. Failure by TI to enforce any provision of
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this Agreement shall not be deemed a waiver of future enforcement of that or
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any other provision in this Agreement or any other agreement that may be in
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place between the parties.
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12. PRC Provisions. If you are located in the People's Republic of China
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("PRC") or if the Licensed Materials will be sent to the PRC, the following
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provisions shall apply:
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a. Registration Requirements. You shall be solely responsible for performing
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all acts and obtaining all approvals that may be<62>required in connection with
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this Agreement by the government of the PRC, including but not limited to
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registering pursuant to, and otherwise complying with, the PRC Measures on the
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Administration of Software Products, Management Regulations on Technology
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Import-Export, and Technology Import and Export Contract Registration
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Management Rules. Upon receipt of such approvals from the government
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authorities, you shall forward evidence of all such approvals to TI for its
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|
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.
|
|||
|
|