
Software License Agreement

Important - Read carefully. If you do not agree with the following terms
you may not use the software programs or associated documentation for
any purpose: This Software License Agreement (or "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 downloadable software programs and
documentation that accompany this Agreement and any "on-line" or
electronic documentation associated with the software programs. Any
applications included with the "Licensed Materials" are specifically
designed and licensed for execution solely and exclusively on
semiconductor devices manufactured by or for TI. By installing, copying
or otherwise using the Licensed Materials, you agree to abide by the
terms of this Agreement.

This Agreement is displayed for you to read prior to downloading and
using the Licensed Materials. If you choose not to agree with these
provisions, do not download or install the Licensed Materials.

1. Intellectual Property, Title and Limited License Grant - The Licensed
Materials are protected by copyright laws, international copyright
treaties, and trade secret laws, as well as other intellectual property
laws and treaties. The Licensed Materials are licensed, not sold to you,
and can only be used in accordance with the terms of this Agreement. TI
retains title and ownership of the Licensed Materials, including all
intellectual property rights in the Licensed Materials and all copies of
the Licensed Materials.

a. Host License - Subject to the terms of this Agreement, TI hereby
grants to you a limited, non-exclusive license to use the Licensed
Materials to generate applications that execute solely and exclusively on
semiconductor devices manufactured by or for TI. Use of any software
applications generated using the Licensed Materials on semiconductor
devices manufactured by or for an entity other than TI is a material
breach of this Agreement. It is also a material ' breach of this license
to use the Licensed Materials to assist in the design, development or
verification of a device that is instruction set compatible with, or
functionally equivalent to, a TI semiconductor device.

b. Target License - The Licensed Materials may include TI proprietary
software programs in an object code format that are designed specifically
for use in target applications. TI hereby grants to you a limited,
non-exclusive license to reproduce and distribute an unlimited number of
copies of such programs solely and exclusively for use with semiconductor
devices manufactured by or for TI. The Licensed Materials may also include
libraries or applications software in a source code format. You may use
these programs to create modified or derivative programs that may be
reproduced and distributed by you provided that such programs execute
solely and exclusively on semiconductor devices manufactured by or for TI
and provided further that such programs are distributed only in an object
code or executable format. You may not distribute, publish, rent, lease or
sub-license the Licensed Materials, or any portion or derivative thereof,
in a source code format or transfer or assign this Agreement without TI's
prior written permission.

c. Termination - This license is effective until terminated. Without
prejudice to any other rights, TI may terminate your right to use the
Licensed Materials and any applications generated using 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, in
your possession, custody or control.

2. Intellectual Property Rights - The Licensed Materials contain
copyrighted material, trade secrets and other proprietary information. In
order to protect the Licensed Materials, and except as specifically
permitted by statute by a provision that cannot be waived by contract, you
may not unlock, decompile, reverse engineer, disassemble or otherwise
translate any binary or object code versions of the software programs
included in the Licensed Materials to human-perceivable form. You also
agree that you will use your best efforts to prevent your employees and
contractors from unlocking, decompiling, reverse engineering,
disassembling, modifying or translating the Licensed Materials. In no event
may you alter, remove or destroy any copyright notice included in the
Licensed Materials.  TI reserves all rights not specifically granted under
this Agreement.

3. Upgrades, Updates and Plug-ins - If the Licensed Materials are labeled
as an upgrade, update or plug-in you must be properly licensed to use the
product identified by TI as being eligible for such upgrade, update or
plug-in to use the Licensed Materials. An upgrade, update, or plug-in
replaces or supplements a previously licensed eligible product. You may use
the resulting upgraded product only in accordance with the terms of this
Agreement and only to generate applications for use with semiconductor
devices manufactured by or for TI.  Notwithstanding the foregoing, nothing
in the Agreement will be construed as an obligation for TI to maintain or
support the Licensed Materials or to provide upgrades, updates or plug-ins
to the Licensed Materials.

4. Warranties and Limitations - YOU ACKNOWLEDGE AND AGREE THAT THE LICENSED MATERIALS ARE NOT 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 ANY COMMERCIAL PRODUCT THAT YOU WILL THOROUGHLY TEST THE PRODUCT AND THE FUNCTIONALITY OF THE LICENSED MATERIALS IN THAT PRODUCT AND BE SOLELY RESPONSIBLE FOR ANY PROBLEMS OR FAILURES.

    THE LICENSED MATERIALS ARE PROVIDED "AS IS". TI MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, 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 NONINFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS WITH REGARD TO THE LICENSED MATERIALS OR YOUR USE OF THOSE MATERIALS.

    IN NO EVENT SHALL TI, OR ANY APPLICABLE LICENSOR, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED, 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.  THESE EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, COST OF REMOVAL OR REINSTALLATION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OUTSIDE COMPUTER TIME, LABOR COSTS, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF USE OR INTERRUPTION OF BUSINESS OR 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 (U.S. $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 - You hereby acknowledge and agree that unless prior 
authorization is obtained from the United States Department of Commerce,
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 Export Administration Regulations of the U.S.
Department of Commerce ("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, software source code, or direct product is prohibited by the
EAR. The assurances provided for herein are furnished to TI by you in
compliance with Part 740 (Technology and Software Under Restriction) of
the EAR.

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. Any dispute arising out
of or related to this Agreement will be brought in, and each party consents
to exclusive jurisdiction and venue in, the state and federal courts
sitting in Dallas County, 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. Entire Agreement - This is the entire Agreement between you and TI and 
supercedes 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.


