aboutsummaryrefslogtreecommitdiffstats
path: root/licenses/TI-TSPA
blob: fd87c2accd2eb32147ad803f3751e1ed1fb78620 (plain)
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
91
92
93
94
95
96
97
98
99
100
101
102
103
104
105
106
107
108
109
110
111
112
113
114
115
116
117
118
119
120
121
122
123
124
125
126
127
128
129
130
131
132
133
134
135
136
137
138
139
140
141
142
143
144
145
146
147
148
149
150
151
152
153
154
155
156
157
158
159
160
161
162
163
164
165
166
167
168
169
170
171
172
173
174
175
176
177
178
179
180
181
182
183
184
185
186
187
188
189
190
191
192
193
194
195
196
197
198
199
200
201
202
203
204
205
206
Texas Instruments Incorporated
Technology and Software Publicly Available
Software License Agreement


Important - Please read the following license agreement carefully.  This is
a legally binding agreement.  Do not click "i have read and agree" or use
(as applicable) the Licensed Materials 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).

This Software License Agreement ("Agreement") is a legal agreement between
you (either an individual or entity) and Texas Instruments Incorporated
("TI"), 12500 TI Boulevard, Dallas, Texas 75243.  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.  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.

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.

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 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.  You may
terminate this Agreement in the event you choose not to accept or agree with
the terms in any applicable Open Source Materials license agreement,
provided that such termination occurs within five (5) calendar days of
acceptance of this Agreement and you abide by all applicable license terms
in this Agreement until such termination.

1. License.

a. Source Code License.  For the Licensed Materials provided in source code
format, TI hereby grants to you a limited, non-exclusive license to
reproduce, use, and create modified or derivative works of the Licensed
Materials provided to you in source code format and to distribute an
unlimited number of copies of such source code Licensed Materials, or any
derivatives thereof, in any format.

b.  Object Code License.  For the Licensed Materials provided in object code
format, 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 object code Licensed Materials.

2. Termination.  This Agreement 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.

a. 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. TI reserves all rights not specifically
granted under this Agreement.

b. Certain Licensed Materials may (i) require patent licenses from third
parties claiming patent rights covering implementation of the Licensed
Materials or (ii) be based on industry recognized standards or software
programs published by industry recognized standards bodies and certain third
parties may claim to own patents or copyrights that cover implementation of
those standards.  You acknowledge and agree that this Agreement does not
convey a license to any such third party patents and copyrights.

c. 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.

d. You acknowledge and agree 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 described in Section 3(b) above (the
"Third Party Payment Obligations").  You agree to indemnify TI against any
Third Party Payment Obligations and will defend any claim, suit or
proceeding brought against TI insofar as such claim, suit or proceeding is
based on your failure to pay any Third Party Payment Obligations.

4. Warranties and Limitations.  THE LICENSED MATERIALS ARE PROVIDED "AS IS".
TI AND ITS LICENSORS MAKE 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 ITS LICENSORS 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.

5. Export Control.  The Licensed Materials 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.

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 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.

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:

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.

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.