Texas Instruments Education Technology License Agreement
LICENSED PROGRAM: TI-Nspire™ CX II Handheld Operating Systems
You confirm either: (1) that You have reached the age of 18; or (2) You are 13 or older but younger than 18 (“Minor”), that You have reviewed these terms with Your parent or guardian, and that You and Your parent or guardian understand and consent to these terms. If you are a parent or guardian of a Minor who is using the License Program, you accept and agree to (i) supervise the Minor’s use of the Licensed Program; (ii) assume all risks and liability associated with the Minor’s use of the Licensed Program: (iii) ensure the accuracy and truthfulness of all information submitted by you or the Minor; and (iv) assume responsibility and are bound by these terms for the Minor’s access and use of the License Program.
TI-Nspire™ CX II Graphing Calculators: TI-Nspire™ CX II, TI-Nspire™ CX II-T, TI-Nspire™ CX II CAS, TI-Nspire™ CX II-T CAS, and TI-Nspire™ CX II-C CAS
Commercial enterprise, government organization or educational institution.
The software program, specified above, You have selected from TI’s Educational Technology website for download or on-line use, and any related documentation. This also includes any upgrades that replace or supplement the original Licensed Program.
Other Licensed Material
Software and other electronic documentation bundled with the Licensed Program which is licensed under terms other than the terms of this Agreement, including, without limitation, open source software or third-party proprietary software.
“You” or “Your” means You personally if You will exercise the rights granted herein for Your own benefit, but it means Your Institution, if You are entering into this Agreement to exercise the rights granted herein for the benefit of such Institution.
Licensed Programs are licensed, not sold, by Texas Instruments Incorporated (“TI”) and/or any applicable licensors (collectively called “Licensor”) under the license granted below. If by accepting this Agreement, You gain access to Other Licensed Material, that material will be listed in the applicable software manifest provided with the Licensed Program. Your use of the Other Licensed Material is subject to the applicable other licensing terms, acknowledgements, and disclaimers as specified in the applicable software manifest and/or identified or included with the Other Licensed Material in the software bundle. For clarification, this Agreement does not limit Your rights under, or grant You rights that supersede, the terms of any applicable license agreement for the Other Licensed Material.
SINGLE USER LICENSE
For the Single User License, Licensor grants to You a personal, non-exclusive, non-transferable license to use (and to download and install, if applicable) the Licensed Program on a single Hardware Device. Virtual use (i.e., simultaneous use of the Licensed Program by two or more users) is strictly prohibited. You may make one copy of the Licensed Program for backup and archival purposes. You agree to reproduce all copyright and proprietary notices shown in the software and on the media. Unless otherwise expressly stated in the documentation, You may not duplicate such documentation.
You may not reverse-assemble or reverse-compile, or attempt to derive the source code of the Licensed Program. You may not modify, publish, disclose, display, provide, transfer, sell, rent, lease or otherwise make available the Licensed Program or any portion thereof. You may not transfer, redistribute or sublicense the Licensed Programs except as expressly permitted in this Agreement, and if you sell your Hardware Device to a third party, You must remove the Licensed Program from the Hardware Device before doing so. Licensor reserves all rights in and to the Licensed Program not expressly granted to You under this Agreement.
2. Support and Changes.
Support for the Licensed Program is provided by contacting TI at https://education.ti.com/ti-cares. TI reserves the right to discontinue or to make corrections, enhancements, improvements, and other changes to the Licensed Program at any time in its sole discretion.
The Licensed Program is subject to copyright and other applicable intellectual property protections. You must not remove, alter, cover, or obscure any confidentiality, trade secret, trade mark, patent, copyright or other proprietary notice or other identifying marks or designs from any component of the Licensed Program.
TI does not warrant that the Licensed Programs will be free from errors or will meet Your specific requirements. THE LICENSED PROGRAMS ARE PROVIDED “AS IS” AND WITH ALL FAULTS. TI AND ITS LICENSORS MAKE NO WARRANTY OR REPRESENTATION, EITHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE LICENSED PROGRAMS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NON-INFRINGEMENT OF ANY THIRD-PARTY PATENTS, COPYRIGHTS, TRADE SECRETS OR OTHER INTELLECTUAL PROPERTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TI WILL CREATE ANY WARRANTY.
IN NO EVENT SHALL TI OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOSS OF USE OR DATA, OR INTERRUPTION OF BUSINESS, WHETHER THE ALLEGED DAMAGES ARE LABELED IN TORT, CONTRACT OR INDEMNITY.
IN NO EVENT WILL TI’S OR ITS LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT OR ARISING OUT OF YOUR USE OF THE LICENSED PROGRAMS, OR ANY DATA BREACH INVOLVING STUDENT DATA COLLECTED BY TI, EXCEED THE GREATER OF (i) THE AMOUNTS PAID BY YOU FOR THE LICENSED PROGRAMS OR (ii) FIFTY U.S. DOLLARS (US$50).
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages or limitation on how long an implied warranty lasts, so the above limitation may not apply to You.
6. Your Content and Indemnity.
You represent and warrant any content You use with the Licensed Program or, if applicable, route into Google services such as Google Classroom and Google Drive will not infringe the intellectual property rights of others. You further represent and warrant such content will comply with applicable third-party terms including, without limitation, Google requirements related to content You route into Google services. You agree to 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 the terms and provisions of this Agreement. This section will survive any termination or expiration of this Agreement.
Without prejudice to any other rights, if You violate the terms of this Agreement, TI may terminate Your right to use the Licensed Program. Except for licenses granted above, all provisions of this Agreement shall survive expiration or termination of this Agreement.
8. Export Control.
The Licensed Program may be subject to U.S. export controls and sanctions. You agree to comply with all applicable laws and regulations. Licensed Program may not be exported, re-exported, transferred, or resold to U.S. embargoed, sanctioned, or restricted destinations, persons or entities (collectively, “Denied Persons”). Denied Persons include, but are not limited to, those individuals or entities listed on the Commerce Department’s Denied Persons List, the Commerce Department’s Entity List, the Directorate of Defense Trade Controls’ List of Statutorily Debarred Parties, and the Treasury Department’s List of Specially Designated Nationals. By using the Licensed Program, You represent and warrant that You are not located in any such country or on any such list, and that You will not provide the License Program to any Denied Persons. You may not use or otherwise export or re-export the Licensed Program except as authorized by United States law and the laws of the jurisdiction in which the Licensed Program were obtained. You also agree that You will not use the Licensed Program for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, chemical, or biological weapons or missile technology. For additional information, see Part 744 of the U.S. Export Administration Regulations.
9. Governing Law.
This Agreement will be governed by and interpreted under the laws of the State of Texas (USA), without reference to conflict of laws principles. If a court of competent jurisdiction finds any provision of the Agreement 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. Failure by TI to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision or any other agreement that may be in place between the parties.
10. Governing Language.
Where TI has provided You with a translation of the English language version of this Agreement, You agree that the translation is provided for Your convenience only and that the English language version will govern and control. If there is any contradiction between the English language version of this Agreement and a translation, the English language version will be authoritative and controlling.
11. Entire Agreement.
This is the entire agreement between You and TI, and this Agreement 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 warrant and represent that You have obtained all authorizations and other applicable consents required empowering You to enter into this Agreement.
Manufacturer is Texas Instruments Incorporated, 12500 TI Boulevard Dallas, Texas 75243, U.S.A.
The following are Other Licensed Material (or portions thereof) that are distributed and/or used with the Licensed Program, and the corresponding copyright statements and licenses which apply thereto.