Code Composer Studio End-User License Agreement
Important - Read carefully: This Code Composer Studio ("CCS") End-User 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 are separated into two categories: Demonstration Materials and CCS Materials. The "Demonstration Materials" consist of the enclosed or downloaded software programs located in the directories marked "demo" or within a sub-directory to a directory marked "demo" and any documentation associated with these programs. The "CCS Materials" consist of the remaining enclosed or downloaded software programs and any documentation associated with these programs. The CCS Materials include TI proprietary programs that are designed and licensed for execution solely and exclusively on processing devices manufactured by or for TI. The Demonstration Materials include programs owned by TI and programs provided to TI by third parties. The "CCS Materials" and "Demonstration Materials" are collectively referred to as the "Licensed Materials".
By installing, copying or otherwise using the Licensed Materials, you agree to abide by the following provisions. This Agreement is displayed for you to read prior to using the Licensed Materials. If you choose not to agree with these provisions, do not download or install the Licensed Materials. If you have already paid for the Licensed Materials you may return them for a full refund.
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 CCS Materials, including all intellectual property rights in the CCS Materials and all copies thereof. TI and its third party suppliers retain title and ownership of the Demonstration Materials, as applicable, including all intellectual property rights in the Demonstration Materials and all copies thereof.
a. Host License
(i) CCS Materials. Subject to the terms of this Agreement, TI hereby grants to you a limited, non-exclusive, non-transferable license to use the CCS Materials to generate applications for use solely and exclusively with processing devices manufactured by or for TI. Use of any software application generated using the CCS Materials with processing devices manufactured by an entity other than TI is a material breach of this Agreement. It is also a material breach of this license to use the CCS Materials to assist in the design, development or verification of a device that is instruction set compatible with a processing device manufactured by or for TI. Use of the CCS Materials to generate applications for use with processing devices manufactured by or for an entity other than TI requires a separate license.
(ii) Demonstration Materials. Subject to the terms of this Agreement, TI hereby grants to you a limited, non-exclusive, non-transferable license to use the Demonstration Materials only for internal demonstration purposes with the CCS Materials and not for any commercial purpose. Separate licenses, beyond the scope of this Agreement, for use of the third party materials included in the Demonstration Materials may be available from the third parties.
b. Restrictions – This license is for a single-user host computer. You may not install the Licensed Materials on a network server or otherwise use the Licensed Materials on more than one host computer at the same time. Additionally, if this package contains multiple versions of the Licensed Materials, you may only use one version of the Licensed Materials on a single host computer. You may install the Licensed Materials on additional single-user host computers, provided however, that in no event may more than one copy of the Licensed Materials be in use at any time You may either make one copy of the Licensed Materials for archival purposes or copy the Licensed Materials to another medium and keep the original Licensed Materials for archival purposes. Other than as expressly set forth in this Section and in Section 1(c) below, you may not otherwise copy or reproduce the Licensed Materials. In no event may you use two copies or versions of the Licensed Materials on more than one host computer at the same time. You may not distribute, publish, rent or lease the Licensed Materials or transfer or assign this Agreement without TI’s prior written permission and you may not sub-license the Licensed Materials except as provided herein.
c. Target License – The CCS Materials may include TI proprietary software programs in an object code format that are designed specifically for use with TI processing devices in target applications. TI hereby grants to you a runtime license to reproduce and distribute an unlimited number of such programs solely for use with processing devices manufactured by or for TI. The CCS Materials may also include libraries and applications software in source code form. You may use these programs to create modified or derivative programs that in source code form remain subject to the restrictions set forth in Section 1(b), above, but that in object code form may be reproduced and distributed solely for use with processing devices manufactured by or for TI.
d. 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.
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 the upgrade, update or plug-in ("Eligible Product") in order to use the Licensed Materials. An upgrade, update, or plug-in replaces or supplements the Eligible Product ("Upgraded 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 systems that use processing devices manufactured by or for TI. It is a material breach of this license to use the Upgraded Product to assist in the design, development or verification of a device that is instruction set compatible with a processing device 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 you with Upgrades, Updates or Plug-ins to the Licensed Materials.
4. Warranties and Limitations – TI WARRANTS FOR NINETY (90) DAYS AFTER PURCHASE THAT THE MEDIA (IF THE SOFTWARE IS PROVIDED ON MEDIA) WILL BE FREE FROM DEFECTS AND THAT THE SOFTWARE PROGRAMS WILL SUBSTANTIALLY CONFORM TO THE RELATED DOCUMENTATION.
THE LICENSED MATERIALS ARE OTHERWISE PROVIDED "AS IS". TI MAKES NO WARRANTIES OR REPRESENTATIONS, EITHER 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 NON-INFRINGEMENT 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, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY AND WHETHER OR NOT TI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING IN ANY WAY OUT OF THIS AGREEMENT, THE LICENSED MATERIALS OR YOUR USE OF THOSE MATERIALS. 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, OR 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 THE FEES PAID TO TI BY YOU FOR THE LICENSED MATERIALS OR FIVE HUNDRED DOLLARS (US$ 500), WHICHEVER IS GREATER.
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. Remedies – If within ninety (90) days after the date of purchase you find defects in the media or the software does not substantially conform to the enclosed documentation, you may return the Licensed Materials along with the Purchase receipt, postage prepaid, to the following address and receive a full refund:
Texas Instruments Incorporated
Software Development Systems,
Mail Station 6106
12203 Southwest Freeway
Stafford, Texas 77477
6. 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.
7. 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 Good, 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 nonconveniens 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.
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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