354 lines
23 KiB
Plaintext
354 lines
23 KiB
Plaintext
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.<2E> 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<62>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.
|
||
|