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<p><b><u>TI StellarisWare Clickwrap Software License Agreement (SLA)</u> </b>
</p>
<p><b><u>Important</u> - This is a legally binding agreement. Read it carefully. After you read the following
terms, you will be asked whether you are authorized to commit your company to abide
by the following terms. THIS AGREEMENT IS DISPLAYED FOR YOU TO READ PRIOR TO DOWNLOADING
OR USING THE "LICENSED MATERIALS".</b>
</p>
<p><b><u>DO NOT DOWNLOAD OR INSTALL</u> the software programs unless you agree on behalf of yourself and your company to be
bound by the terms of this License Agreement.</b>
</p>
<p><b><u>DO NOT CLICK "I AGREE" UNLESS</u> :</b>
</p>
<p>1. <b>YOU ARE AUTHORIZED TO AGREE TO THE TERMS OF THIS LICENSE ON BEHALF OF YOURSELF AND
YOUR COMPANY; AND</b>
</p>
<p>2. <b>YOU INTEND TO ENTER THIS LEGALLY BINDING AGREEMENT ON BEHALF OF YOURSELF AND YOUR
COMPANY.</b>
</p>
<p><b>Important - Read carefully:</b> 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 the software programs TI has granted
you access to download and any "on-line" or electronic documentation associated with
these programs, or any portion thereof, and may also include hardware, reference designs
and associated documentation. The Licensed Materials are specifically designed and
licensed for use solely and exclusively with microprocessor/microcontroller 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,<u>do not download or install the Licensed Materials</u> .
</p>
<p>1. <b>Delivery.</b> TI may deliver the Licensed Materials, or portions thereof, to you electronically.
</p>
<p>2. <b>License Grant and Use Restrictions.</b>
</p>
<p>a. <u>Limited Source Code License.</u> Subject to the terms of this Agreement, and commencing as of the Effective Date and
continuing for the term of this Agreement, TI hereby grants to you a limited, free,
non-transferable, non-exclusive, non-assignable, non-sub-licensable license to make
copies, prepare derivative works, display internally and use internally the Licensed
Materials provided to you in source code for the sole purposes of designing and developing
object and executable versions of such Licensed Materials or any derivative thereof,
that execute solely and exclusively on TI Devices used in Customer Product(s), and
maintaining and supporting such Licensed Materials, or any derivative thereof, and
Customer Product(s). "Customer Product" means a final product distributed by or for
you 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 or with such TI Devices and not on devices manufactured
by or for an entity other than TI.
</p>
<p>b. <u>Production and Distribution License.</u> Subject to the terms of this Agreement, and commencing as of the Effective Date and
continuing for the term of this Agreement, TI hereby grants to you a free, non-exclusive,
non-transferable, non-assignable, worldwide license to:
</p>
<p>(i). Use object code versions of the Licensed Materials, or any derivative thereof, to
make copies, display internally, evaluate, test, distribute internally and use internally
for the sole purposes of designing and developing Customer Product(s), and maintaining
and supporting the Licensed Materials and Customer Product(s);
</p>
<p>(ii). Make copies, use, sell, offer to sell, and otherwise distribute object code and executable
versions of the Licensed Materials, or any derivative thereof, for use in or with
Customer Product(s), provided that such Licensed Materials are embedded in or only
used with Customer Product(s), and provided further that such Licensed Materials execute
solely and exclusively on a TI Device and not on any device manufactured by or for
an entity other than TI.
</p>
<p>c. <u>Demonstration License.</u> Subject to the terms of this Agreement, and commencing as of the Effective Date and
continuing for the term of this Agreement, TI grants to you a free, non-transferable,
non-exclusive, non-assignable, non-sub-licensable worldwide license to demonstrate
to third parties the Licensed Materials as they are used in Customer Products executing
solely and exclusively on TI Devices, provided that such Licensed Materials are demonstrated
in object or executable versions only.
</p>
<p>d. <u>Reference Design Use License.</u> Subject to the terms of this Agreement, and commencing as of the Effective Date and
continuing for the term of this Agreement, TI hereby grants to you a free, non-transferable,
non-exclusive, non-assignable, non-sub-licensable worldwide license to:
</p>
<p>(i). use the Licensed Materials to design, develop, manufacture or have manufactured, sell,
offer to sell, or otherwise distribute Customer Product(s) or product designs, including
portions or derivatives of the Licensed Materials as they are incorporated in or used
with Customer Product(s), provided such Customer Products or product designs utilize
a TI Device.
</p>
<p>e. <u>Contractors and Suppliers.</u> The licenses granted to you hereunder shall include your on-site and off-site suppliers
and independent contractors, while such suppliers and independent contractors are
performing work for or providing services to you, provided that such suppliers and
independent contractors have executed work-for-hire agreements with you containing
terms and conditions not inconsistent with the terms and conditions set forth is this
Agreement and provided further that such contractors may provide work product to only
you under such work-for-hire agreements.
</p>
<p>f. <u>No Other License.</u> Notwithstanding anything to the contrary, 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.
</p>
<p>g. <u>Restrictions.</u> 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, or any derivative thereof, 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 manufactured by or for an entity other than TI,
and you agree that any such unauthorized use of the Licensed Materials is a material
breach of this Agreement. 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 shall not
(i) incorporate, combine, or distribute the Licensed Materials, or any derivative
thereof, with any Public Software, or (ii) use Public Software in the development
of any derivatives of the Licensed Materials, each in such a way that would cause
the Licensed Materials, or any derivative thereof, to be subject to all or part of
the license obligations or other intellectual property related terms with respect
to such Public Software, including but not limited to, the obligations that the Licensed
Materials, or any derivative thereof, incorporated into, combined, or distributed
with such Public Software (x) be disclosed or distributed in source code form, be
licensed for the purpose of making derivatives of such software, or be redistributed
free of charge, contrary to the terms and conditions of this Agreement, (y) be used
with devices other than TI Devices, or (z) be otherwise used or distributed in a manner
contrary to the terms and conditions of this Agreement. As used in this Section 2(g),
"Public Software" means any software that contains, or is derived in whole or in part
from, any software distributed as open source software, including but not limited
to software licensed under the following or similar models: (A) GNU's General Public
License (GPL) or Lesser/Library GPL (LGPL), (B) the Artistic License (e.g., PERL),
(C) the Mozilla Public License, (D) the Netscape Public License, (E) the Sun Community
Source License (SCSL), (F) the Sun Industry Standards Source License (SISL), (G) the
Apache Server license, (H) QT Free Edition License, (I) IBM Public License, and (J)
BitKeeper.
</p>
<p>h. <u>Termination.</u> This Agreement is effective 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, 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. The following sections will survive any
expiration or termination of this Agreement: 2(h) (Termination), 3 (Licensed Materials
Ownership), 6 (Warranties and Limitations), 7 (Indemnification Disclaimer), 10 (Export
Control), 11 (Governing Law and Severability), 12 (PRC Provisions), and 13 (Entire
Agreement). The obligations set forth in Section 5 (Confidential Information) will
survive any expiration or termination of this Agreement for three (3) years after
such expiration or termination.
</p>
<p>3. <b>Licensed Materials Ownership.</b> 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 TI's licensors own and shall continue to own all right,
title, and interest in and to the Licensed Materials, including all copies thereof.
The parties 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 Licensed Materials embodied in such
resulting combined work shall remain subject to the terms and conditions of this Agreement.
</p>
<p>4. <b>Intellectual Property Rights.</b>
</p>
<p>a. The Licensed Materials contain copyrighted material, trade secrets and other proprietary
information of TI and TI's 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 TI's 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
any portions of the Licensed Materials to a human-perceivable form nor to permit any
person or entity to do so. You shall not remove, alter, cover, or obscure any confidentiality,
trade secret, proprietary, or copyright notices, trade-marks, proprietary, patent,
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 TI's licensors as they appear in the
Licensed Materials. TI reserves all rights not specifically granted under this Agreement.
</p>
<p>b. Third parties may claim to own patents, copyrights, or other intellectual property
rights that cover the implementation of certain Licensed Materials. Certain Licensed
Materials may also be based on industry recognized standards, including but not limited
to specifically the ISO MPEG and ITU standards, and software programs published by
industry recognized standards bodies and certain third parties 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 claims that relate to your use and distribution of the Licensed Materials,
and your use and distribution of your products that include or incorporate the Licensed
Materials.
</p>
<p>5. <b>Confidential Information.</b> You acknowledge and agree that the Licensed Materials contain trade secrets and other
confidential information of TI and TI's 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. 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 agrees that the employment agreements used in the normal course of your
business shall satisfy the requirements of this section. TI may disclose your contact
information to TI's applicable licensors.
</p>
<p>6. <b>Warranties and Limitations.</b> 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.
</p>
<p>THE LICENSED MATERIALS AND ANY REALTED DOCUMENTATION ARE PROVIDED "AS IS" AND WITH
ALL FAULTS. TI MAKES NO WARRANTY OR REPRESENTATION, WHETHER EXPRESS, IMPLIED OR STATUTORY,
REGARDING THE LICENSED MATERIALS, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES
OF MERCHANTABILITY OR 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 POSSESSION, AND 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.
</p>
<p>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,
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 AGGREGATE
LIABILITY UNDER THIS AGREEMENT OR ARISING OUT OF YOUR USE OF THE LICENSED MATERIALS
EXCEED FIVE HUNDRED U.S. DOLLARS (US$500). THE EXISTENCE OF MORE THAN ONE CLAIM WILL
NOT ENLARGE OR EXTEND THESE LIMITS.
</p>
<p>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.
</p>
<p>7. <b>Indemnification Disclaimer.</b> 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.
</p>
<p>You will defend and indemnify TI in the event of claim, liability or costs (including
reasonable attorney's fees related to Your use or any sub-licensee's use of the Licensed
Materials) relating in any way to Your violation of the terms of the License Grants
set forth in Section 2, or any other violation of other terms and conditions of this
Agreement.
</p>
<p>8. <b>No Technical Support.</b> TI and TI's licensors are under no obligation to install, maintain or support the
Licensed Materials.
</p>
<p>9. <b>Notices.</b> All notices to TI hereunder shall be delivered to Texas Instruments Incorporated,
AEC Software Operations, 12203 Southwest Freeway, Mail Station 701, Stafford, Texas
77477, Attention: Administrator, AEC Software Operations, with a copy to Texas Instruments
Incorporated, 12203 Southwest Freeway, Mail Station 725, Stafford, Texas 77477, Attention:
Legal Department. All notices shall be deemed served when received by TI.
</p>
<p>10. <b>Export Control.</b> You hereby acknowledge that the Licensed Materials are subject to export control under
the U.S. Commerce Department's Export Administration Regulations ("EAR"). You further
hereby acknowledge and agree that unless prior authorization is obtained from the
U.S. Commerce Department, neither you nor your customers will export, re-export, or
release, directly or indirectly, any technology, software, or software source code
(as defined in Part 772 of the EAR), received from TI, or export, directly or indirectly,
any direct product of such technology, software, or software source code (as defined
in Part 734 of the EAR), to any 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 agree that none of the Licensed Materials may be downloaded
or otherwise exported or reexported (i) into (or to a national or resident of) Cuba,
Iran, North Korea, Sudan and Syria or any other country the U.S. has embargoed goods;
or (ii) to anyone 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. You represent
and warrant that you are not located in, under the control of, or a national or resident
of any such country or on any such list and you will not use or transfer the Licensed
Materials for use in any sensitive nuclear, chemical or biological weapons, or missile
technology end-uses unless authorized by the U.S. Government by regulation or specific
license or for a military end-use in, or by any military entity of Albania, Armenia,
Azerbaijan, Belarus, Cambodia, China, Georgia, Iran, Iraq, Kazakhstan, Kyrgyzstan,
Laos, Libya, Macau, Moldova, Mongolia, Russia, Tajikistan, Turkmenistan, Ukraine,
Uzbekistan, and Vietnam. Any software export classification made by TI shall be for
TI's internal use only and 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.
</p>
<p>11. <b>Governing Law and Severability.</b> 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), as it may be enacted in the State of Texas. 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.
</p>
<p>12. <b>PRC Provisions.</b> 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:
</p>
<p>a. <em>Registration Requirements.</em> 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.
</p>
<p>b. <em>Governing Language.</em> 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.
</p>
<p>c. <em>Export Control.</em>
</p>
<p>(i). <em>Diversions of Technology.</em> You hereby agree that unless prior authorization is obtained from the U.S. Department
of Commerce, neither you nor your subsidiaries or affiliates shall knowingly export,
re-export, or release, directly or indirectly, any technology, software, or software
source code (as defined in Part 772 of the Export Administration Regulations of the
U.S. Department of Commerce ("EAR")), received from TI or any of its affiliated companies,
or export, directly or indirectly, any direct product of such technology, software,
or software source code (as defined in Part 734 of the EAR), to any destination or
country to which the export, re-export, or release of the technology, software, software
source code, or direct product is prohibited by the EAR.
</p>
<p>(ii). <em>Assurance of Compliance.</em> You understand and acknowledge that products, technology (regardless of the form in
which it is provided), software or software source code, received from TI or any of
its affiliates under this Agreement may be under export control of the United States
or other countries. You shall comply with the United States and other applicable non-U.S.
laws and regulations governing the export, re-export and release of any products,
technology, software, or software source code received under this Agreement from TI
or its affiliates. You shall not undertake any action that is prohibited by the EAR.
Without limiting the generality of the foregoing, you specifically agree that you
shall not transfer or release products, technology, software, or software source code
of TI or its affiliates to, or for use by, military end users or for use in military,
missile, nuclear, biological, or chemical weapons end uses.
</p>
<p>(iii). <em>Licenses.</em> Each party shall secure at its own expense, such licenses and export and import documents
as are necessary for each respective party to 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.
</p>
<p>13. <b>Entire Agreement.</b> 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.
</p>
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