API Terms of Use

Introduction and Purpose

Important – Read carefully: These Texas Instruments Application Programming Interfaces Terms?of Use (“Terms”) apply to the use of Application Programming Interfaces made available by Texas?Instruments Incorporated and its subsidiaries (collectively, “TI”), along with associated?documentation, software, and content on TI’s API portal (collectively, "TI APIs").? By accessing or?using TI APIs, You are agreeing to these Terms on behalf of yourself and any entity that You?represent. Please read these Terms carefully. You agree to comply with these Terms and You?further agree that these Terms control Your relationship with TI.? If You are using TI APIs on behalf?of an entity, You represent and warrant that You have authority to bind that entity to these Terms?and by accepting these Terms, You are doing so on behalf of that entity (and all references to "You"?in these Terms refer to that entity).

If You use TI APIs as an interface to, or in conjunction with other TI products or services, the terms?or licenses for those other products or services also apply.

1. Your use of TI APIs.

a.?You must access and use TI APIs only in the manner described in these Terms and in the TI API documentation.

b. You must comply with all applicable laws, regulations, and third-party rights when using and accessing TI APIs.

c.? All information You provide to TI in connection with Your API access must be correct to the best of Your knowledge.

d.? You understand and agree that TI’s Important Notice and Disclaimer (currently available at https://www.ti.com/legal/important-notice-and-disclaimer.html) applies to data, information, and other resources transmitted to You through TI APIs (“TI Data”).

e.? If You place orders through TI APIs, You understand and agree that TI’s terms of sale in effect at the time of sale (currently available at https://www.ti.com/legal/terms-conditions/terms-of-sale.html) apply.

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2. Prohibitions and restrictions on use of TI APIs.You will not, and will not assist or enable others to:

a.? use TI APIs in ways other than as specified in these Terms and associated documentation and content on TI’s API portal;

b.? distribute, rent, lease, sell, transfer, assign, or sublicense TI APIs;

c.? hack or break any security mechanism on TI APIs, or introduce viruses, worms, Trojan Horses, or other malicious software, or pose a security to risk to TI or any users of TI APIs;

d.? use TI APIs in a manner that impacts or otherwise interferes with the functionality or proper working of TI APIs or TI’s servers or IT systems or infrastructures, or impacts the behavior of other applications (either TI’s or other third parties’);

e.? use TI APIs or TI Data in any manner or for any purpose that may violate any right of any person (including, but not limited to, intellectual property rights, rights of privacy, or data protection), or which may otherwise be harmful (in TI’s sole discretion) to TI, its providers, its suppliers, and other users of TI APIs;

f.? reverse engineer or attempt to extract the source code from TI APIs, except to the extent that this restriction is expressly prohibited by applicable law;

g.? modify, obscure or otherwise disable the functioning of links provided within TI Data;

h.? fail to attribute TI Data appropriately or omit, modify, or obscure text, images, artwork, logos, copyright or similar notices of any TI Data;

i.? publicly host, sell, or otherwise provide any TI Data (or data derived from TI Data, even in anonymized or aggregated form) to any third party without TI’s express written consent;

j.? use a “botnet” or otherwise use a proxy service or an anonymizer service for the purpose of intentionally disguising the source of Your traffic (i.e. Your IP address); or

k.? create multiple accounts to manipulate the ordering system available through TI APIs.

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3. No Support or Maintenance Obligation.

a.? You are solely responsible for the development, operation, and maintenance of Your applications that connect to TI APIs.

b.? Nothing herein will be construed as an obligation for TI to maintain or provide technical support of any kind for TI APIs.

c.? From time to time TI APIs may be inaccessible, unavailable or inoperable.

d.? TI may make changes, modifications, or improvements to TI APIs or TI Data at any time at TI’s sole discretion.

e.? You are solely responsible for obtaining the most current TI Data available at the time You need such TI Data.

f.? TI is not responsible if information and data sent by You through TI APIs is not received by TI or is incomplete or not correct.? If a TI API does not respond or does not properly respond, You will consider such non-response a failure of the TI API and presume that TI did not receive the submitted information and data.? It is Your responsibility to contact TI if a TI API does not properly respond.

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4.? Third-Party Developers

Any use of a third-party service provider, integrator, or developer (“Third-Party Developer”) to develop applications to connect to TI APIs is at Your own risk.? If You choose to engage a Third-Party Developer, You understand and agree that any such Third-Party Developer is permitted only to pass TI Data through to You in real time or near real time; TI does not authorize Your Third-Party Developer to separately use or store TI Data.? You must require any Third-Party Developer to be bound by terms and conditions at least as restrictive as those set forth in these Terms and ensure that these Terms are presented to such Third-Party Developer.? You acknowledge and agree that You are responsible for any acts or omissions of Your Third-Party Developer as if they were your acts or omissions.? If you are a Third-Party Developer, you must also comply with the Third-Party Developer Addendum to these Terms (currently available at https://www.ti.com/developer-api/store-api/reference/api-third-party-developer-terms.html), in addition to these Terms.

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5. Intellectual Property Rights and Ownership.

a.? You own all right, title, and interest in applications You create (excluding any portions that were created or contributed by TI).

b.? TI owns all right, title, and interest in and to TI APIs and TI Data.? No right, title or interest is transferred to You. TI reserves all intellectual property rights not specifically granted under these Terms.

c.? You may not publicly display any of the marks or logos appearing in the TI Data or TI Documentation without express written consent from TI.

d.? All inventions, product improvements, and modifications to any TI API or TI Data conceived of or made by TI that are based, either in whole or in part, on Your feedback,?suggestions, or recommended improvements, are the exclusive property of TI, and all rights, title and interest in and to any such invention, product improvement, or modification to TI APIs or TI Data will vest solely in TI.

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6. Data Collection and Use; Terms.

a.? TI may monitor and collect technical data and other information related to Your use of TI APIs and related activity.? You agree that TI may freely use and share this information and data (including with or through its affiliates, business partners, and service providers), including without limitation to confirm compliance with these Terms, to support TI APIs, to make improvements or enhancements to TI APIs, and to develop, promote and market, support and enhance TI products and offerings.

b.? You acknowledge and agree that the following additional terms apply to Your use of TI APIs and TI Data: TI’s Terms of Use (available at https://www.ti.com/legal/terms-conditions/terms-of-use.html), TI’s Cookie Policy (available at https://www.ti.com/legal/terms-conditions/cookie-policy.html), and TI’s Privacy Policy, available at https://www.ti.com/legal/terms-conditions/privacy-policy.html.?

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7. Confidentiality; Security.

a.? You agree that the following constitutes “TI Confidential Information” and cannot be disclosed to third parties without the prior written consent of TI, unless made publicly available by TI (e.g., on ti.com) without an obligation of confidentiality:

i. TI API user ID, password, and API key (each, an “Identifier”);

ii. TI pricing,

iii. TI lead times,

iv. TI inventory levels, and

iv. Other nonpublic information disclosed by TI through TI APIs that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential.

b.? ?You shall not disclose TI Confidential Information to any third party for so long as the information retains its confidential nature. You will implement appropriate access controls,?periodic monitoring, and other industry standard processes and procedures to ensure the protection of TI Confidential Information consistent with these Terms.

c.? Your employees, contractors, consultants, or agents are authorized to receive TI Confidential Information; provided that each such employee, contractor, consultant, or agent (a) has a need to know and (b) is bound by a confidentiality agreement with You that is no less restrictive than these Terms. You are responsible for any disclosure or use contrary to these Terms made by any such employees, contractors, consultants, agents, or third-party provider as if You engaged in such unauthorized disclosure or use.? You are solely responsible for any use of or action taken under Your Identifiers.

d .? If You become aware of, or have reasonable cause to suspect, any data breach or unauthorized use involving TI APIs or TI Data, You will promptly contact TI by sending an email to cybersecurity@ti.com and cooperate with TI to properly address the data breach or unauthorized use, as requested by TI. You agree not to make any public statement regarding a data breach or unauthorized use as it relates to TI APIs? or TI Data, without TI’s prior, written consent.

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8. Term and Termination.

a.? You may discontinue use of TI APIs at any time for Your convenience and without notice.? If You want to terminate the Terms, You must provide TI with prior written notice and upon termination, cease Your use of TI APIs.

b.? TI reserves the right to terminate the Terms with You or discontinue TI APIs or any portion or feature or Your access thereto for any reason and at any time without liability or other obligation to You.

c.? Upon termination of the Terms or discontinuation of Your access to TI APIs, You will immediately cease using TI APIs and TI Data and promptly delete or otherwise destroy any TI Data that You previously downloaded or stored.

d.? When these Terms come to an end, those Sections that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections 2, 4-13, 15-156

9. Disclaimer of Warranties.

a.? TI APIS AND TI DATA ARE PROVIDED “AS IS,” AND TI MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, REGARDING TI APIS AND TI DATA,?INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

b.? FURTHERMORE, TI EXPRESSLY DISCLAIMS ANY WARRANTY WITH RESPECT TO ANY NON-INFRINGEMENT OF ANY THIRD-PARTY RIGHTS, OR AS TO THE ABSENCE OF COMPETING CLAIMS, OR AS TO INTERFERENCE WITH YOUR QUIET ENJOYMENT OF TI APIS OR TI DATA.

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10. Limitation of Liability.

a.??General Limitation.? IN NO EVENT SHALL TI BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THESE TERMS OR THE USE OF TI APIS OR TI DATA, 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 GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, OR LOSS OF USE OR DATA OR INTERRUPTION OF BUSINESS. TI WILL NOT BE LIABLE FOR ANY CLAIM OF ANY KIND WHATSOEVER BY ANY OTHER PARTY AGAINST YOU.

b.? Specific Limitations. IN NO EVENT SHALL TI’S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS OR THE USE OF TI APIS OR TI DATA EXCEED THE GREATER OF THE FEES PAID BY YOU TO TI UNDER THESE TERMS OR FIVE HUNDRED DOLLARS (US$500). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THESE LIMITS.

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11. Governing Law.

These Terms will be governed by and interpreted in accordance with the laws of the State of Texas, without regard to conflict-of-laws principles.? These Terms 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”) in any form in which it is or may be enacted.? You and TI agree that non-exclusive jurisdiction for any dispute arising out of or relating to these Terms lies within courts located in the State of Texas, USA.? Notwithstanding the foregoing, any judgment may be enforced in any United States or foreign court, and either TI or You may seek injunctive relief in any United States or foreign court.

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12. Notices.

All notices to TI will be delivered to Texas Instruments Incorporated, 13588 N. Central Expressway, Mail Station 3999, Dallas, Texas 75243, Attention: Contracts Administration, with a copy to TILegalNotices@list.TI.com. All notices will be deemed served when received.

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13. Relationship of Parties.

Neither party has any express or implied right or authority to assume or create any obligations on behalf of the other or to bind the other to any contract, agreement or undertaking with any third party. Nothing in these Terms shall be construed to create a partnership, joint venture, employment or agency relationship between TI and You. You will not make any statement regarding Your use of an API which suggests partnership with, sponsorship by, or endorsement by TI without TI’s prior written approval.

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14. Assignment.

You may not directly or indirectly sell, assign, transfer, delegate, convey, pledge, encumber or otherwise dispose of these Terms, or any of the licenses, rights or obligations under these Terms, without the prior written consent from TI.? These Terms shall be binding upon and inure to the benefit of TI and You, our respective successors and permitted assigns.? Any attempted assignment in violation of this Section will be null and void.

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15. Export Compliance.

a.? Exports, re-exports, and transfers of TI APIs or TI Data may be subject to U.S. export controls and sanctions. You acknowledge and agree that: i) You will comply with all applicable laws and regulations; ii) TI APIs and TI Data may not be exported, re-exported, sold or transferred to U.S. embargoed, sanctioned, or restricted destinations, persons, or entities without first obtaining any necessary governmental authorization; and iii) You will provide notice of these compliance obligations to any party obtaining TI APIs or TI Data from You.

b.? Unless any necessary U.S. and other applicable government authorizations are obtained in advance, You may not export, re-export, transfer, purchase, or sell any TI APIs or TI Data: (i) for a military end use; (ii) to a military end user; or (iii) for the design, development, fabrication, or use of nuclear, chemical, or biological weapons or missile technology.

c.? Each party shall, at its own expense, secure export and import authorizations necessary to fulfill its obligations under this Section.? You will indemnify and hold TI (including its agents and representatives) harmless against any damages, costs, losses, and/or liabilities arising out of Your non-compliance with this Section. If any required authorization cannot be obtained, or in the event You breach this Section, TI may terminate, cancel, or otherwise be?excused from any obligations that it may have under these Terms. Any software classifications are for TI’s convenience only and shall not be construed as a representation or warranty of any kind; You are responsible for Your own compliance obligations.? ?

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16. Waiver; Severability; Modification.

Failure by TI to enforce any provision of these Terms shall not be deemed a waiver of future enforcement of that or any other provision in these Terms or any other agreement that may be in place between the parties.? If any provision of these Terms is determined by a court of competent jurisdiction to be unenforceable, that provision will be deemed to be modified to the extent necessary to allow it to be enforced to the maximum extent permitted by law, or if it cannot be modified, the provision will be severed and deleted from these Terms, and the remainder of these Terms will continue in effect.TI may modify these Terms or any portion at any time, for example, to reflect changes to the law or changes to TI APIs. Please review these Terms regularly. If You do not agree to the modified API Terms, You should discontinue Your use of TI APIs. Your continued use of TI APIs constitutes Your acceptance of the modified Terms.