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