Important - Read carefully: This End-User 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 enclosed software programs and documentation and any "on-line" or electronic documentation associated with the software programs. The "Licensed Materials" may include certain TI proprietary software programs that are specifically design and licensed for runtime execution solely with TMS320, TMS370, or TMS470 devices manufactured by TI. 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 enclosed software and documentation, but instead return it for a full refund.

1. Software License - 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.

a. Host License Grant - Subject to the terms of this Agreement, TI hereby grants to you a license to use the Licensed Materials to generate applications solely for use with systems that use TMS320, TMS370, or TMS470 devices manufactured by TI. Use of the Licensed Materials or any software applications generated using the Licensed Materials with systems that use processing devices manufactured by an entity other than TI requires a separate license from TI. It is 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 a TI TMS320, TMS370, or TMS470 device. You may not distribute, publish, rent or lease the Licensed Materials or transfer or assign this Agreement without TI's prior written permission.

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 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 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.

c. Target License Grant - 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 runtime license to reproduce and distribute an unlimited number of copies of such programs solely for use with TMS320, TMS370, or TMS470 devices manufacture by TI. The Licensed Materials may also include other libraries or applications software. 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. Object code versions of modified or derivative programs that include such libraries or applications software may, however, be reproduced and distributed solely with systems that use with TMS320, TMS370, or TMS470 devices manufactured by 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.

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, you may not decompile, reverse engineer, disassemble or otherwise translate the object code versions of the software programs included in the Licensed Materials to human-perceivable form. If you are a corporation you agree you will use your best efforts to prevent your employees and contractors from 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 - If the Licensed Materials are labeled as an upgrade, you must be properly licensed to use the product identified by TI as being eligible for the upgrade ("Eligible Product") in order to use the Licensed Materials. An upgrade replaces and /or supplements the 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 systems that use TMS320, TMS370, or TMS470 devices manufactured by 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 TI TMS320, TMS370, or TMS470 device.

4. Limited Warranty - TI WARRANTS THE MEDIA TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP AND THAT THE SOFTWARE SUBSTANTIALLY CONFORMS TO THE RELATED DOCUMENTATION FOR A PERIOD OF NINETY (90) DAYS AFTER THE DATE OF PURCHASE. THE LICENSED MATERIALS ARE OTHERWISE SUPPLIED "AS IS" AND TI DOES NOT WARRANT THAT THE LICENSED MATERIALS WILL BE FREE FROM ERROR OR WILL MEET YOUR SPECIFIC REQUIREMENTS.

EXCEPT AS SET FORTH ABOVE, TI MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIALS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 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.

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, MS6106
12203 Southwest Freeway
Stafford, Texas 77477

6. Export Control - The re-export of United States original software and documentation is subject to the Export Administration Act of 1969 as amended. Compliance with such regulations is your responsibility. You agree that neither you nor your customers intend to or will, directly or indirectly, export or transmit the Licensed Materials or related documentation or technical data to any country to which such export or transmission is restricted by any applicable United States regulation or statute, without the proper written consent, if required of the Bureau of Export Administration of the United States Department of Commerce, or such other governmental entity as may have jurisdiction over such export or transmission.

7. Governing Law 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.

8. 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.

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