TUSB3410 VCP Driver Software License Agreement

(Version 1 as of 27 March 2006)

IMPORTANT – PLEASE READ THE FOLLOWING LICENSE AGREEMENT CAREFULLY. THIS IS A LEGALLY
BINDING AGREEMENT. AFTER YOU READ THIS LICENSE AGREEMENT, YOU WILL BE ASKED WHETHER YOU
ACCEPT AND AGREE TO THE TERMS OF THIS LICENSE AGREEMENT. DO NOT CLICK “I HAVE READ AND
AGREE” UNLESS: (1) YOU ARE AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS LICENSE
AGREEMENT ON BEHALF OF (I) IN THE CASE OF AN INDIVIDUAL, YOURSELF AND (II) IN THE CASE OF AN
ENTITY, YOURSELF AND YOUR COMPANY; AND (2) YOU INTEND TO ENTER INTO AND TO BE BOUND BY THE
TERMS OF THIS LEGALLY BINDING AGREEMENT ON BEHALF OF (I) IN THE CASE OF AN INDIVIDUAL, YOURSELF
AND (II) IN THE CASE OF AN ENTITY, YOURSELF AND YOUR COMPANY.

Important – Read carefully: This TUSB3410 VCP driver 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, as well as any updates or upgrades to such software programs and documentation, if any,
or any portion thereof, provided to you at TI’s sole discretion. The Licensed Materials are specifically
designed and licensed to enable the use of TUSB3410 VCP with a system that incorporates USB devices
manufactured by or for TI (“TI Devices”). 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 accept or agree with these provisions, do not download or
install the Licensed Materials.

1. License Grant and Use Restrictions.

a. Limited Object Code License. Subject to the terms of this Agreement, TI hereby grants to you a
non-exclusive, non-transferable, non-assignable, non-sublicensable worldwide license to make
copies and use internally the Licensed Materials for the sole purpose of enabling the use of
TUSB3410 VCP in Your Products. For purposes of this Agreement, “Your Product” means a product
that (i) consists of both hardware and software components, including executable only versions of
the Licensed Materials, or any derivative thereof, that execute solely and exclusively in conjunction
with TI Devices and not on devices manufactured by or for an entity other than TI, (ii) uses
TUSB3410 VCP; and (iii) is sold by or for you bearing your brand name and part number.

b. Distribution License. Subject to the terms of this Agreement, TI hereby grants to you a non-
exclusive, non-transferable, non-assignable, non-sublicensable worldwide license to make, use, sell,
offer to sell, import, export and otherwise distribute executable copies of the Licensed Materials to
end-users of Your Products solely for use in conjunction with Your Products, provided that (i) such
executable copies of the Licensed Materials execute solely and exclusively with TI Devices and (ii)
you distribute such Licensed Materials pursuant to an enforceable written or “clickwrap” license
agreement, with terms and conditions no less restrictive than the terms and conditions of this
Agreement, and that includes a covenant that prohibits the end-user of Your Products from distributing
the Licensed Materials to any person for any purpose other than to install and use such Licensed
Materials on Your Product with which such Licensed Materials were received; and which license
requires each end-user to sign or, if applicable, click “I have read and agree” prior to downloading or
installing the Licensed Materials.

c. Limited License to TI and Covenant not to Sue. Continuing for the term of this Agreement, you
hereby grant to TI under any of your patents embodied in the Licensed Materials a non-transferable,
non-exclusive, non-assignable, worldwide, fully paid-up, royalty-free license to make, use, sell, offer
to sell, import, export and otherwise distribute such Licensed Materials. You covenant not to sue or
otherwise assert Derived Patents against TI and TI’s affiliates and their licensees of the Licensed
 Materials. In the event you assign a Derived Patent, you shall require as a condition of any such
assignment that the assignee agree to be bound by the provisions in this Section 1(d) with respect to
such Derived Patent. Any attempted assignment or transfer in violation of this Section 1(d) shall be
null and void. For purposes of this Agreement, “Derived Patents” means any of your patents issuing
from a patent application that discloses and claims an invention conceived of by you after delivery of
the Licensed Materials, and derived by you from your access to the Licensed Materials.

d. No Other License. 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.

e. Restrictions. You shall not use the Licensed Materials, or any modification or derivative thereof,
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
otherwise expressly provided in this Agreement, you will not sublicense, transfer, or assign the
Licensed Materials or your rights under this Agreement to any third party. 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 1(f),
“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.

f. Termination. 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, or any derivative
thereof, and any applications generated using the Licensed Materials, or any derivative thereof.
Upon termination of this Agreement, you will destroy any and all copies of the Licensed Materials,
including any derivatives thereof, in your possession, custody or control and provide to TI a written
statement signed by your authorized representative certifying such destruction.

2. Licensed Materials Ownership. 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 its 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. You acknowledge and agree that
regardless of the changes made to the Licensed Materials, your right to use any and all derivatives
of the Licensed Materials shall remain subject to the terms and conditions of this Agreement.
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, or any
derivative thereof, your right to use the Licensed Materials, or any derivative thereof, embodied in
such resulting combined work shall remain subject to the terms and conditions of this Agreement.

3. Intellectual Property Rights. The Licensed Materials contain copyrighted material, trade secrets
and other proprietary information of TI and its 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 its licensors’ rights in the Licensed Materials you agree not to “unlock”, decompile,
reverse engineer, disassemble or otherwise translate any such object code 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 its licensors as they appear in the Licensed
Materials. TI reserves all rights not specifically granted under this Agreement.

4. Confidential Information. You acknowledge and agree that the Licensed Materials, and any
derivative thereof, contain trade secrets and other confidential information of TI. You agree to use
the Licensed Materials, or any derivative thereof, solely within the scope of the licenses set forth
herein, to employ reasonable security precautions to maintain such trade secrets and confidential
information in strict confidence, and to prevent disclosure of the Licensed Materials, or any derivative
thereof, 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 having access to the Licensed Materials, or any derivative thereof, 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.

5. Warranties and Limitations. THE LICENSED MATERIALS ARE PROVIDED “AS IS”. TI MAKES
NO WARRANTY OR REPRESENTATION, EITHER EXPRESS, IMPLIED OR STATUTORY,
REGARDING THE LICENSED MATERIALS, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR 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 AND DERIVATIVES OF THE LICENSED
MATERIALS.

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, OR ANY DERIVATIVE THEREOF, 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, OR ANY DERIVATIVE THEREOF, EXCEED THE
GREATER OF FIVE HUNDRED U.S. DOLLARS (US$500) OR THE FEES PAID TO TI BY YOU FOR
THE LICENSED MATERIALS UNDER THIS AGREEMENT.

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.
6. Indemnification Disclaimer. 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 ANY DERIVATIVE THEREOF, OR YOUR
MANUFACTURE, USE, OFFER FOR SALE, SALE, IMPORTATION OR DISTRIBUTION OF YOUR
PRODUCTS THAT INCLUDE OR INCORPORATE THE LICENSED MATERIALS, OR ANY
DERIVATIVE THEREOF.

7. No Technical Support. TI is under no obligation to install, maintain or support the Licensed

8. Export Control. 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, Iraq, Libya, 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 Person 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.

9. 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. 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.

10. 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. 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.