401 lines
26 KiB
Plaintext
401 lines
26 KiB
Plaintext
License Agreement
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Important - This is a legally binding agreement. Read it carefully. After you
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read the following terms, you will be asked whether you are authorized to
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commit your company to abide by the following terms. THIS AGREEMENT IS
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DISPLAYED FOR YOU TO READ PRIOR TO DOWNLOADING OR USING THE "LICENSED
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MATERIALS".
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DO NOT DOWNLOAD OR INSTALL the software programs unless you agree on behalf of
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yourself and your company to be bound by the terms of this License Agreement.
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DO NOT CLICK "I AGREE" UNLESS:
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1. YOU ARE AUTHORIZED TO AGREE TO THE TERMS OF THIS LICENSE ON BEHALF OF
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YOURSELF AND YOUR COMPANY; AND
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2. YOU INTEND TO ENTER THIS LEGALLY BINDING AGREEMENT ON BEHALF OF YOURSELF AND
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YOUR COMPANY.
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Important - Read carefully: This software license agreement ("Agreement") is a
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legal agreement between you (either an individual or entity) and Texas
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Instruments Incorporated ("TI"). The "Licensed Materials" subject to this
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Agreement include the software programs TI has granted you access to download
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and any "on-line" or electronic documentation associated with these programs,
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or any portion thereof, and may also include hardware, reference designs and
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associated documentation. The Licensed Materials are specifically designed and
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licensed for use solely and exclusively with microprocessor/microcontroller
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devices manufactured by or for TI ("TI Devices"). By installing, copying or
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otherwise using the Licensed Materials you agree to abide by the provisions set
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forth herein. This Agreement is displayed for you to read prior to using the
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Licensed Materials. If you choose not to accept or agree with these provisions,
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do not download or install the Licensed Materials.
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1. Delivery. TI may deliver the Licensed Materials, or portions thereof, to you
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electronically.
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2. License Grant and Use Restrictions.
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a. Limited Source Code License. Subject to the terms of this Agreement, and
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commencing as of the Effective Date and continuing for the term of this
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Agreement, TI hereby grants to you a limited, free, non-transferable,
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non-exclusive, non-assignable, non-sub-licensable license to make copies,
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prepare derivative works, display internally and use internally the Licensed
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Materials provided to you in source code for the sole purposes of designing and
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developing object and executable versions of such Licensed Materials or any
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derivative thereof, that execute solely and exclusively on TI Devices used in
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Customer Product(s), and maintaining and supporting such Licensed Materials, or
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any derivative thereof, and Customer Product(s). "Customer Product" means a
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final product distributed by or for you that consists of both hardware,
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including one or more TI Devices, and software components, including only
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executable versions of the Licensed Materials that execute solely and
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exclusively on or with such TI Devices and not on devices manufactured by or
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for an entity other than TI.
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b. Production and Distribution License. Subject to the terms of this Agreement,
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and commencing as of the Effective Date and continuing for the term of this
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Agreement, TI hereby grants to you a free, non-exclusive, non-transferable,
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non-assignable, worldwide license to:
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(i). Use object code versions of the Licensed Materials, or any derivative
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thereof, to make copies, display internally, evaluate, test, distribute
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internally and use internally for the sole purposes of designing and developing
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Customer Product(s), and maintaining and supporting the Licensed Materials and
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Customer Product(s);
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(ii). Make copies, use, sell, offer to sell, and otherwise distribute object
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code and executable versions of the Licensed Materials, or any derivative
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thereof, for use in or with Customer Product(s), provided that such Licensed
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Materials are embedded in or only used with Customer Product(s), and provided
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further that such Licensed Materials execute solely and exclusively on a TI
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Device and not on any device manufactured by or for an entity other than TI.
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c. Demonstration License. Subject to the terms of this Agreement, and
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commencing as of the Effective Date and continuing for the term of this
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Agreement, TI grants to you a free, non-transferable, non-exclusive,
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non-assignable, non-sub-licensable worldwide license to demonstrate to third
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parties the Licensed Materials as they are used in Customer Products executing
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solely and exclusively on TI Devices, provided that such Licensed Materials are
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demonstrated in object or executable versions only.
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d. Reference Design Use License. Subject to the terms of this Agreement, and
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commencing as of the Effective Date and continuing for the term of this
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Agreement, TI hereby grants to you a free, non-transferable, non-exclusive,
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non-assignable, non-sub-licensable worldwide license to:
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(i). use the Licensed Materials to design, develop, manufacture or have
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manufactured, sell, offer to sell, or otherwise distribute Customer Product(s)
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or product designs, including portions or derivatives of the Licensed Materials
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as they are incorporated in or used with Customer Product(s), provided such
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Customer Products or product designs utilize a TI Device.
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e. Contractors and Suppliers. The licenses granted to you hereunder shall
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include your on-site and off-site suppliers and independent contractors, while
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such suppliers and independent contractors are performing work for or providing
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services to you, provided that such suppliers and independent contractors have
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executed work-for-hire agreements with you containing terms and conditions not
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inconsistent with the terms and conditions set forth is this Agreement and
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provided further that such contractors may provide work product to only you
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under such work-for-hire agreements.
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f. No Other License. Notwithstanding anything to the contrary, nothing in this
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Agreement shall be construed as a license to any intellectual property rights
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of TI other than those rights embodied in the Licensed Materials provided to
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you by TI. EXCEPT AS PROVIDED HEREIN, NO OTHER LICENSE, EXPRESS OR IMPLIED, BY
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ESTOPPEL OR OTHERWISE, TO ANY OTHER TI INTELLECTUAL PROPERTY RIGHTS IS GRANTED
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HEREIN.
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g. 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, or any derivative thereof, to any
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person other than your employees and contractors whose job performance requires
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access. You shall not use the Licensed Materials with a processing device
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manufactured by or for an entity other than TI, and you agree that any such
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unauthorized use of the Licensed Materials is a material breach of this
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Agreement. Except as expressly provided in this Agreement, you shall not copy,
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publish, disclose, display, provide, transfer or make available the Licensed
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Materials to any third party and you shall not sublicense, transfer, or assign
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the Licensed Materials or your rights under this Agreement to any third party.
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You shall not mortgage, pledge or encumber the Licensed Materials in any way.
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You shall not (i) incorporate, combine, or distribute the Licensed Materials,
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or any derivative thereof, with any Public Software, or (ii) use Public
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Software in the development of any derivatives of the Licensed Materials, each
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in such a way that would cause the Licensed Materials, or any derivative
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thereof, to be subject to all or part of the license obligations or other
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intellectual property related terms with respect to such Public Software,
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including but not limited to, the obligations that the Licensed Materials, or
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any derivative thereof, incorporated into, combined, or distributed with such
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Public Software (x) be disclosed or distributed in source code form, be
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licensed for the purpose of making derivatives of such software, or be
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redistributed free of charge, contrary to the terms and conditions of this
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Agreement, (y) be used with devices other than TI Devices, or (z) be otherwise
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used or distributed in a manner contrary to the terms and conditions of this
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Agreement. As used in this Section 2(g), "Public Software" means any software
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that contains, or is derived in whole or in part from, any software distributed
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as open source software, including but not limited to software licensed under
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the following or similar models: (A) GNU's General Public License (GPL) or
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Lesser/Library GPL (LGPL), (B) the Artistic License (e.g., PERL), (C) the
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Mozilla Public License, (D) the Netscape Public License, (E) the Sun Community
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Source License (SCSL), (F) the Sun Industry Standards Source License (SISL),
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(G) the Apache Server license, (H) QT Free Edition License, (I) IBM Public
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License, and (J) BitKeeper.
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h. Termination. This Agreement is effective until terminated. You may terminate
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this Agreement at any time by written notice to TI. Without prejudice to any
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other rights, if you fail to comply with the terms of this Agreement, TI may
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terminate your right to use the Licensed Materials upon written notice to you.
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Upon 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. The following sections will survive any expiration or termination
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of this Agreement: 2(h) (Termination), 3 (Licensed Materials Ownership), 6
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(Warranties and Limitations), 7 (Indemnification Disclaimer), 10 (Export
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Control), 11 (Governing Law and Severability), 12 (PRC Provisions), and 13
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(Entire Agreement). The obligations set forth in Section 5 (Confidential
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Information) will survive any expiration or termination of this Agreement for
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three (3) years after such expiration or termination.
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3. 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 TI's
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licensors own and shall continue to own all right, title, and interest in and
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to the Licensed Materials, including all copies thereof. The parties agree that
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all fixes, modifications and improvements to the Licensed Materials conceived
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of or made by TI that are based, either in whole or in part, on your feedback,
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suggestions or recommendations are the exclusive property of TI and all right,
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title and interest in and to such fixes, modifications or improvements to the
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Licensed Materials will vest solely in TI. Moreover, you acknowledge and agree
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that when your independently developed software or hardware components are
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combined, in whole or in part, with the Licensed Materials, your right to use
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the Licensed Materials embodied in such resulting combined work shall remain
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subject to the terms and conditions of this Agreement.
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4. 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 TI's 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 TI's 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 any portions of the
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Licensed Materials to a human-perceivable form nor to permit any person or
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entity to do so. You shall not remove, alter, cover, or obscure any
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confidentiality, trade secret, proprietary, or copyright notices, trade-marks,
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proprietary, patent, or other identifying marks or designs from any component
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of the Licensed Materials and you shall reproduce and include in all copies of
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the Licensed Materials the copyright notice(s) and proprietary legend(s) of TI
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and TI's licensors as they appear in the Licensed Materials. TI reserves all
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rights not specifically granted under this Agreement.
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b. Third parties may claim to own patents, copyrights, or other intellectual
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property rights that cover the implementation of certain Licensed Materials.
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Certain Licensed Materials may also be based on industry recognized standards,
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including but not limited to specifically the ISO MPEG and ITU standards, and
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software programs published by industry recognized standards bodies and certain
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third parties claim to own patents, copyrights, and other intellectual property
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rights that cover implementation of those standards. You acknowledge and agree
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that this Agreement does not convey a license to any such third party patents,
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copyrights, and other intellectual property rights and that you are solely
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responsible for any patent, copyright, or other intellectual property right
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claims that relate to your use and distribution of the Licensed Materials, and
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your use and distribution of your products that include or incorporate the
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Licensed Materials.
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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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TI's 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. 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 agrees that the employment agreements used in
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the normal course of your business shall satisfy the requirements of this
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section. TI may disclose your contact information to TI's applicable licensors.
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6. Warranties and Limitations. YOU ACKNOWLEDGE AND AGREE THAT THE LICENSED
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MATERIALS MAY NOT BE INTENDED FOR PRODUCTION APPLICATIONS AND MAY CONTAIN
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IRREGULARITIES AND DEFECTS NOT FOUND IN PRODUCTION SOFTWARE. FURTHERMORE, YOU
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ACKNOWLEDGE AND AGREE THAT THE LICENSED MATERIALS HAVE NOT BEEN TESTED OR
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CERTIFIED BY ANY GOVERNMENT AGENCY OR INDUSTRY REGULATORY ORGANIZATION OR ANY
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OTHER THIRD PARTY ORGANIZATION. YOU AGREE THAT PRIOR TO USING, INCORPORATING OR
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DISTRIBUTING THE LICENSED MATERIALS IN OR WITH ANY COMMERCIAL PRODUCT THAT YOU
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WILL THOROUGHLY TEST THE PRODUCT AND THE FUNCTIONALITY OF THE LICENSED
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MATERIALS IN OR WITH THAT PRODUCT AND BE SOLELY RESPONSIBLE FOR ANY PROBLEMS OR
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FAILURES.
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THE LICENSED MATERIALS AND ANY REALTED DOCUMENTATION ARE PROVIDED "AS IS" AND
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WITH ALL FAULTS. TI MAKES NO WARRANTY OR REPRESENTATION, WHETHER 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, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF RESPONSES,
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RESULTS AND LACK OF NEGLIGENCE. TI DISCLAIMS ANY WARRANTY OF TITLE, QUIET
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ENJOYMENT, QUIET POSSESSION, AND NON-INFRINGEMENT OF ANY THIRD PARTY PATENTS,
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COPYRIGHTS, TRADE SECRETS OR OTHER INTELLECTUAL PROPERTY RIGHTS. YOU AGREE TO
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USE YOUR INDEPENDENT JUDGMENT IN DEVELOPING YOUR PRODUCTS. NOTHING CONTAINED IN
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THIS AGREEMENT WILL BE CONSTRUED AS A WARRANTY OR REPRESENTATION BY TI TO
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MAINTAIN PRODUCTION OF ANY TI SEMICONDUCTOR DEVICE OR OTHER HARDWARE OR
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SOFTWARE WITH WHICH THE LICENSED MATERIALS MAY BE USED.
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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, ON ANY
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THEORY OF LIABILITY, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE
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USE OF 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 AGGREGATE LIABILITY UNDER THIS
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AGREEMENT OR ARISING OUT OF YOUR USE OF THE LICENSED MATERIALS EXCEED FIVE
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HUNDRED U.S. DOLLARS (US$500). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT
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ENLARGE OR EXTEND THESE LIMITS.
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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 or any sub-licensee's
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use of the Licensed Materials) relating in any way to Your violation of the
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terms of the License Grants set forth in Section 2, or any other violation of
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other terms and conditions of this Agreement.
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8. No Technical Support. TI and TI's 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, AEC Software Operations, 12203 Southwest Freeway, Mail Station
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701, Stafford, Texas 77477, Attention: Administrator, AEC Software Operations,
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with a copy to Texas Instruments Incorporated, 12203 Southwest Freeway, Mail
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Station 725, Stafford, Texas 77477, Attention: Legal Department. All notices
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shall be deemed served when received by TI.
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10. Export Control. You hereby acknowledge that the Licensed Materials are
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subject to export control under the U.S. Commerce Department's Export
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Administration Regulations ("EAR"). You further hereby acknowledge and agree
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that unless prior authorization is obtained from the U.S. Commerce Department,
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neither you nor your customers will export, re-export, or release, directly or
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indirectly, any technology, software, or software source code (as defined in
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Part 772 of the EAR), received from TI, or export, directly or indirectly, any
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direct product of such technology, software, or software source code (as
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defined in Part 734 of the EAR), to any destination or country to which the
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export, re-export, or release of the technology, software, or software source
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code, or direct product is prohibited by the EAR. You agree that none of the
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Licensed Materials may be downloaded or otherwise exported or reexported (i)
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into (or to a national or resident of) Cuba, Iran, North Korea, Sudan and Syria
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or any other country the U.S. has embargoed goods; or (ii) to anyone on the
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U.S. Treasury Department's List of Specially Designated Nationals or the U.S.
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Commerce Department's Denied Persons List or Entity List. You represent and
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warrant that you are not located in, under the control of, or a national or
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resident of any such country or on any such list and you will not use or
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transfer the Licensed Materials for use in any sensitive nuclear, chemical or
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biological weapons, or missile technology end-uses unless authorized by the
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U.S. Government by regulation or specific license or for a military end-use in,
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or by any military entity of Albania, Armenia, Azerbaijan, Belarus, Cambodia,
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China, Georgia, Iran, Iraq, Kazakhstan, Kyrgyzstan, Laos, Libya, Macau,
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Moldova, Mongolia, Russia, Tajikistan, Turkmenistan, Ukraine, Uzbekistan, and
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Vietnam. Any software export classification made by TI shall be for TI's
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internal use only and shall not be construed as a representation or warranty
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regarding the proper export classification for such software or whether an
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export license or other documentation is required for the exportation of such
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software.
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11. Governing Law and Severability. This Agreement will be governed by and
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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), as it
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may be enacted in the State of Texas. The parties agree that non-exclusive
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jurisdiction for any dispute arising out of or relating to this Agreement lies
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within the courts located in the State of Texas. Notwithstanding the foregoing,
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any judgment may be enforced in any United States or foreign court, and either
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party may seek injunctive relief in any United States or foreign court.
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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 and shall supersede any other provisions in this
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Agreement concerning the same subject matter as the following provisions:
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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 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
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registration, you shall be solely responsible for any and all losses, damages
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or costs resulting therefrom, and shall indemnify TI for all such losses,
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damages or costs.
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b. Governing Language. This Agreement is written and executed in the English
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language. If a translation of this Agreement is required for any purpose,
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including but not limited to registration of the Agreement pursuant to any
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governmental laws, regulations or rules, you shall be solely responsible for
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creating such translation. Any translation of this Agreement into a language
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other than English is intended solely in order to comply with such laws or for
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reference purposes, and the English language version shall be authoritative and
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controlling.
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c. Export Control.
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(i). Diversions of Technology. You hereby agree that unless prior authorization
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is obtained from the U.S. Department of Commerce, neither you nor your
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subsidiaries or affiliates shall knowingly export, re-export, or release,
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directly or indirectly, any technology, software, or software source code (as
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defined in Part 772 of the Export Administration Regulations of the U.S.
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Department of Commerce ("EAR")), received from TI or any of its affiliated
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companies, or export, directly or indirectly, any direct product of such
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technology, software, or software source code (as defined in Part 734 of the
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EAR), to any destination or country to which the export, re-export, or release
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of the technology, software, software source code, or direct product is
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prohibited by the EAR.
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(ii). Assurance of Compliance. You understand and acknowledge that products,
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technology (regardless of the form in which it is provided), software or
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software source code, received from TI or any of its affiliates under this
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Agreement may be under export control of the United States or other countries.
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You shall comply with the United States and other applicable non-U.S. laws and
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regulations governing the export, re-export and release of any products,
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technology, software, or software source code received under this Agreement
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from TI or its affiliates. You shall not undertake any action that is
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prohibited by the EAR. Without limiting the generality of the foregoing, you
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specifically agree that you shall not transfer or release products, technology,
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software, or software source code of TI or its affiliates to, or for use by,
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military end users or for use in military, missile, nuclear, biological, or
|
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chemical weapons end uses.
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(iii). Licenses. Each party shall secure at its own expense, such licenses and
|
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export and import documents as are necessary for each respective party to
|
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fulfill its obligations under this Agreement. If such licenses or government
|
|
approvals cannot be obtained, TI may terminate this Agreement, or shall
|
|
otherwise be excused from the performance of any obligations it may have under
|
|
this Agreement for which the licenses or government approvals are required.
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13. Entire Agreement. This is the entire Agreement between you and TI, and
|
|
absent a signed and effective software license agreement related to the subject
|
|
matter of this Agreement, 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 will 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.
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