1 Texas Instruments Incorporated 2 Technology and Software Publicly Available 3 Software (Object Code) License Agreement 4 5 6 IMPORTANT - PLEASE READ THE FOLLOWING LICENSE AGREEMENT CAREFULLY. THIS IS 7 A LEGALLY BINDING AGREEMENT. DO NOT DOWNLOAD THE LICENSED MATERIALS 8 UNLESS: (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS 9 LICENSE AGREEMENT AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY 10 THE TERMS OF THIS AGREEMENT. 11 12 This Software License Agreement ("Agreement") is a legal agreement between you 13 (either an individual or entity) and Texas Instruments Incorporated 14 ("TI"). The "Licensed Materials" subject to this Agreement include, 15 in whole or in part, the software programs that accompany this Agreement 16 and any "on-line" or electronic documentation associated with these 17 programs. By installing, copying or otherwise using the Licensed 18 Materials you agree to abide by the terms of this Agreement. 19 If you choose not to accept or agree with these terms, do not download 20 or install the Licensed Materials. 21 22 23 1. Object Code License. TI hereby grants to you a limited, non-exclusive 24 license to reproduce and use the Licensed Materials provided to you in 25 object code format and to distribute an unlimited number of object or 26 executable copies of such Licensed Materials, provided that such object 27 or executable copies are used solely and exclusively on devices 28 manufactured by or for TI. 29 30 2. Termination. This license is effective until terminated. Without prejudice 31 to any other rights, TI may terminate your right to use the Licensed 32 Materials under this Agreement if you fail to comply with the terms of 33 this Agreement. In such event, you shall destroy all copies of the 34 Licensed Materials, including all portions and derivatives thereof. 35 36 3. Intellectual Property Rights. The Licensed Materials being provided to you 37 hereunder are being made publicly available by TI, even though they 38 contain copyrighted material of TI and its licensors, if applicable. 39 In no event may you alter, remove or destroy any copyright notice 40 included in the Licensed Materials. To the extent that any of the 41 Licensed Materials are provided in binary or object code only, you may 42 not unlock, decompile, reverse engineer, disassemble or otherwise 43 translate such binary or object code to human-perceivable form. The 44 source code of such reverse engineered code may contain TI trade secret 45 and other proprietary information. Further, nothing shall obligate TI 46 to provide you with source code for the Licensed Materials licensed to 47 you in binary or object code only under this Agreement. TI reserves all 48 rights not specifically granted under this Agreement. 49 50 4. Warranties and Limitations. THE LICENSED MATERIALS ARE PROVIDED "AS IS". TI 51 MAKES NO WARRANTY OR REPRESENTATION, EXPRESS, IMPLIED OR STATUTORY, 52 INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A 53 PARTICULAR PURPOSE, LACK OF VIRUSES, ACCURACY OR COMPLETENESS OF 54 RESPONSES, RESULTS AND LACK OF NEGLIGENCE. TI DISCLAIMS ANY WARRANTY OF 55 TITLE, QUIET ENJOYMENT, QUIET POSESSION, AND NON-INFRINGEMENT OF ANY 56 THIRD PARTY INTELLECTUAL PROPERTY RIGHTS WITH REGARD TO THE LICENSED 57 MATERIALS OR USE OF THOSE MATERIALS. 58 59 YOU ACKNOWLEDGE AND AGREE THAT THE LICENSED MATERIALS MAY NOT BE INTENDED FOR 60 PRODUCTION APPLICATIONS AND MAY CONTAIN IRREGULARITIES AND DEFECTS NOT 61 FOUND IN PRODUCTION SOFTWARE. FURTHERMORE, YOU ACKNOWLEDGE AND AGREE 62 THAT THE LICENSED MATERIALS HAVE NOT BEEN TESTED OR CERTIFIED BY ANY 63 GOVERNMENT AGENCY OR INDUSTRY REGULATORY ORGANIZATION OR ANY OTHER THIRD 64 PARTY ORGANIZATION. YOU AGREE THAT PRIOR TO USING, INCORPORATING OR 65 DISTRIBUTING THE LICENSED MATERIALS IN OR WITH ANY COMMERCIAL PRODUCT 66 THAT YOU WILL THOROUGHLY TEST THE PRODUCT AND THE FUNCTIONALITY OF THE 67 LICENSED MATERIALS IN OR WITH THAT PRODUCT AND BE SOLELY RESPONSIBLE FOR 68 ANY PROBLEMS OR FAILURES. 69 70 IN NO EVENT SHALL TI, OR ANY APPLICABLE LICENSOR, BE LIABLE FOR ANY SPECIAL, 71 INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED 72 ON ANY THEORY OF LIABILITY, ARISING IN ANY WAY OUT OF THIS AGREEMENT, 73 OR YOUR USE OF THE LICENSED MATERIALS, WHETHER OR NOT TI HAS BEEN 74 ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDED DAMAGES INCLUDE, 75 BUT ARE NOT LIMITED TO, COST OF REMOVAL OR REINSTALLATION, OUTSIDE 76 COMPUTER TIME, LABOR COSTS, LOSS OR CORRUPTION OF DATA, LOSS OF 77 GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, OR LOSS OF USE OR 78 INTERRUPTION OF BUSINESS OR ANY OTHER ECONOMIC LOSS. IN NO EVENT WILL 79 TI'S AGGREGATE LIABILITY UNDER THIS AGREEMENT OR ARISING OUT OF YOUR USE 80 OF THE LICENSED MATERIALS EXCEED FIVE HUNDRED U.S. DOLLARS (US$500). 81 82 Because some jurisdictions do not allow the exclusion or limitation of 83 incidental or consequential damages or limitation on how long an implied 84 warranty lasts, the above limitations or exclusions may not apply to 85 you. 86 87 5. Export Control. Thesoftware programs and any "on-line" documentation as well 88 as any updates or upgrades to such software programs or documentation 89 may be subject to the export or import regulations of certain countries. 90 You agree to comply with all such regulations and acknowledge that you 91 have the responsibility to obtain any licenses or other authorizations 92 that may be required to export, re-export or import the Licensed 93 Materials. 94 95 6. Governing Law, Jurisdiction and Severability. This Agreement will be 96 governed by and interpreted in accordance with the laws of the State of 97 Texas, without reference to that state's conflict of laws principles. 98 This Agreement shall not be governed by the United Nations Convention on 99 Contracts for the International Sale of Goods, nor shall it be governed 100 by the Uniform Computer Information Transactions Act (UCITA). Any 101 dispute arising out of or related to this Agreement will be brought in, 102 and each party consents to the exclusive jurisdiction and venue in the 103 state and federal courts sitting in Dallas Country, Texas. Each party 104 waives all defenses of lack of personal jurisdiction and forum 105 non-conveniens and agrees that process may be served on either party in 106 a manner authorized by applicable law or court rule. If for any reason 107 a court of competent jurisdiction finds any provision of the Agreement 108 to be unenforceable, that provision will be enforced to the maximum 109 extent possible to effectuate the intent of the parties and the 110 remainder of the Agreement shall continue in full force and effect. 111 112 7. PRC Provisions. If you are located in the People's Republic of China ("PRC") 113 or if the Licensed Materials will be sent to the PRC, the following 114 provisions shall apply and shall supersede any other provisions in this 115 Agreement concerning the same subject matter as the following 116 provisions: 117 118 a. Registration Requirements. You shall be solely responsible for 119 performing all acts and obtaining all approvals that may be required in 120 connection with this Agreement by the government of the PRC, including 121 but not limited to registering pursuant to, and otherwise complying 122 with, the PRC Measures on the Administration of Software Products, 123 Management Regulations on Technology Import-Export, and Technology 124 Import and Export Contract Registration Management Rules. Upon receipt 125 of such approvals from the government authorities, you shall forward 126 evidence of all such approvals to TI for its records. In the event that 127 you fail to obtain any such approval or registration, you shall be 128 solely responsible for any and all losses, damages or costs resulting 129 therefrom, and shall indemnify TI for all such losses, damages or costs. 130 131 b. Governing Language. This Agreement is written and executed in 132 the English language. If a translation of this Agreement is required 133 for any purpose, including but not limited to registration of the 134 Agreement pursuant to any governmental laws, regulations or rules, you 135 shall be solely responsible for creating such translation. Any 136 translation of this Agreement into a language other than English is 137 intended solely in order to comply with such laws or for reference 138 purposes, and the English language version shall be authoritative and 139 controlling. 140 141 8. Entire Agreement. This is the entire Agreement between you and TI and 142 supersedes any prior agreement between the parties related to the 143 subject matter of this Agreement. No amendment or modification of this 144 Agreement will be effective unless in writing and signed by a duly 145 authorized representative of TI. You hereby warrant and represent that 146 you have obtained all authorizations and other applicable consents 147 required empowering you to enter into this Agreement. 148 149 1 150 TILAW-#236402v3 151 152
