NATIONAL INSTRUMENTS SOFTWARE LICENSE AGREEMENT
FOR TDM DLL

INSTALLATION NOTICE: THIS IS A CONTRACT. BEFORE YOU DOWNLOAD THE TDM DLL AND/OR COMPLETE THE INSTALLATION PROCESS, CAREFULLY READ THIS AGREEMENT. BY DOWNLOADING THE TDM DLL AND/OR CLICKING THE APPLICABLE BUTTON TO COMPLETE THE DOWNLOAD PROCESS, YOU CONSENT TO THE TERMS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT WISH TO BECOME A PARTY TO THIS AGREEMENT AND BE BOUND BY ALL OF ITS TERMS AND CONDITIONS, CLICK THE APPROPRIATE BUTTON TO CANCEL THE DOWNLOAD PROCESS AND DO NOT USE THE TDM DLL.  

1.	Definitions. As used in this Agreement, the following terms have the following meanings:

A.	“You.” Means you the individual using the TDM DLL (the “TDM DLL”) as well as your employer if you are using the TDM DLL within the scope of your employment.

B.	“NI.” Means National Instruments Corporation, a company organized under the laws of the State of Delaware, U.S.A.

C.	“TDM DLL.” Means the computer libraries provided with this Agreement and which are being downloaded together with all accompanying documentation, utilities, and driver interface software 
2.	Grant of License; Obligations. NI grants you a limited, non-exclusive right to download, use and distribute the TDM DLL pursuant to the terms and conditions of this Agreement.  You may use the TDM DLL in your product in order for the product to access (i.e., read and write) TDM and/or TDMS files.  If your application reads TDM files using the TDM DLL, you must support writing TDM files as well.  If your application reads TDMS files using the TDM DLL, you must support writing TDMS files as well.  You may distribute the TDM DLL as part of your product with such limitations as set forth below. 

3.	Restrictions. You may not: (i) reverse engineer, decompile, or disassemble the TDM DLL (except to the extent such foregoing restriction is expressly prohibited by applicable law); (ii) sub-license, lease, or rent the TDM DLL; (iii) modify, or create derivatives of the TDM DLL; and (iv) directly or indirectly, export, re-export, download, or ship the TDM DLL in violation of the laws and regulations of the U.S.A. and the laws and regulations of the applicable jurisdiction in which you use or are downloading the TDM DLL. Under no circumstance is “floating” or shared use permitted under this Agreement.   You agree not to use the TDM DLL to make or distribute your own or a third party's application, a principal purpose of which, as reasonably determined by NI, is to perform (by itself or in combination with other products) the same or similar functions as (or are otherwise intended to replace or supplant any component of) the TDM DLL or any other software of NI.

4.	Transfer/Distribution. Your license is for your own use only. Therefore, the license is non-transferable and you may not distribute or otherwise provide the TDM DLL to any third party except as part of your own product which you provide to third parties.  Such third parties may not redistribute the TDM DLL and you agree to include such a prohibition in your form of license agreement.  In distributing the TDM DLL as part of your product, you must include the copyright notice: "Portions used under license from National Instruments Corporation; copyright (c) 2007 National Instruments Corporation.

5.	Multiple Versions (CD-ROM Media). If the TDM DLL is distributed on a CD-ROM containing multiple versions of the TDM DLL, you may only use one version of the TDM DLL. 

6.	Copyright. The TDM DLL is owned by NI or its suppliers and is protected by applicable copyright laws and international treaty provisions. Therefore, you must treat the TDM DLL like any other copyrighted material.  You may, however, copy the TDM DLL solely for backup or archival purposes. All rights not expressly granted to you in this Agreement are reserved to NI.

7. 	Patent and Trademark Notice For patents covering National Instruments products, refer to the appropriate location: Help»Patents in your software, the patents.txt file on your CD, DVD, or ni.com/patents. ComponentWorks, CVI, FieldPoint, IMAQ, Lookout, LabVIEW, LabWindows/ CVI, Measurement Studio, NI-488.2, NI-CAN, NI-DAQ, NI-FBUS, NI-VISA, NI-VXI and TestStand are the trademarks of National Instruments Corporation. DIAdem and  DASYLab are the trademarks of National Instruments (Ireland) Limited. Further, all other product and company names used herein are (or may be) trademarks or trade names of their respective companies.

8.	No Warranties.  YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE TDM DLL. NI WILL NOT UPDATE THE TDM DLL NOR WILL NI SUPPORT THE TDM DLL. THE TDM DLL IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, AND NO WARRANTIES, EITHER EXPRESSED OR IMPLIED ARE MADE WITH RESPECT TO THE TDM DLL, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ANY OTHER WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING. NI DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULTS OF THE USE OF THE TDM DLL IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE AND DOES NOT WARRANT THAT THE OPERATION OF THE TDM DLL WILL BE UNINTERRUPTED OR ERROR FREE. NI EXPRESSLY DISCLAIMS ANY WARRANTIES NOT STATED HEREIN. 

9.	Limitation On Liability. To the maximum extent permitted by applicable law, in no event shall NI and its licensors, distributors, and suppliers (including its and their directors, officers, employees, and agents) be liable for any damages, including, but not limited to, any special, direct, indirect, incidental, exemplary, or consequential damages, expenses, lost profits, lost savings, business interruption, lost business information, or any other damages arising out of the use or inability to use the TDM DLL or related hardware even if NI or its licensors, distributors, and suppliers has been advised of the possibility of such damages. You acknowledge that the applicable fees and prices reflect this allocation of risk. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply. If the foregoing limitation of liability is not enforceable because the TDM DLL or the hardware is determined by a court of competent jurisdiction in a final, non-appealable judgment to be defective and to have directly caused bodily injury, death, or property damage, in no event shall NI’s liability for property damage exceed the greater of $5000 or the license fee paid for the TDM DLL.

10.	INDEMNIFICATION.  YOU SHALL DEFEND, INDEMNIFY, AND HOLD NI HARMLESS FROM AND AGAINST ALL LIABILITY, DAMAGES, AND COSTS (INCLUDING COURT COSTS AND REASONABLE FEES OF ATTORNEYS AND OTHER PROFESSIONALS) ARISING OUT OF OR RESULTING FROM YOUR DISTRIBUTION OR USE OF THE TDM DLL; EVEN IF DUE IN PART TO NI’S CONCURRENT NEGLIGENCE, OTHER FAULT, OR STRICT LIABILITY.

11.	Warning. (1) NI PRODUCTS ARE NOT DESIGNED WITH COMPONENTS AND TESTING FOR A LEVEL OF RELIABILITY SUITABLE FOR USE IN OR IN CONNECTION WITH SURGICAL IMPLANTS OR AS CRITICAL COMPONENTS IN ANY LIFE SUPPORT SYSTEMS WHOSE FAILURE TO PERFORM CAN REASONABLY BE EXPECTED TO CAUSE SIGNIFICANT INJURY TO A HUMAN. (2) IN ANY APPLICATION, INCLUDING THE ABOVE, RELIABILITY OF OPERATION OF THE SOFTWARE PRODUCTS CAN BE IMPAIRED BY ADVERSE FACTORS, INCLUDING BUT NOT LIMITED TO FLUCTUATIONS IN ELECTRICAL POWER SUPPLY, COMPUTER HARDWARE MALFUNCTIONS, COMPUTER OPERATING SYSTEM SOFTWARE FITNESS, FITNESS OF COMPILERS AND DEVELOPMENT SOFTWARE USED TO DEVELOP AN APPLICATION, INSTALLATION ERRORS, SOFTWARE AND HARDWARE COMPATIBILITY PROBLEMS, MALFUNCTIONS OR FAILURES ELECTRONIC SYSTEMS (HARDWARE AND/OR SOFTWARE), UNANTICIPATED USES OR MISUSES, OR ERRORS ON THE PART OF THE OF ELECTRONIC MONITORING OR CONTROL DEVICES, TRANSIENT FAILURES OF USER OR APPLICATIONS DESIGNER (ADVERSE FACTORS SUCH AS THESE ARE HEREAFTER COLLECTIVELY TERMED “SYSTEM FAILURES”). ANY APPLICATION WHERE A SYSTEM FAILURE WOULD CREATE A RISK OF HARM TO PROPERTY OR PERSONS (INCLUDING THE RISK OF BODILY INJURY AND DEATH) SHOULD NOT BE RELIANT SOLELY UPON ONE FORM OF ELECTRONIC SYSTEM DUE TO THE RISK OF SYSTEM FAILURE. TO AVOID DAMAGE, INJURY, OR DEATH, THE USER OR APPLICATION DESIGNER MUST TAKE REASONABLY PRUDENT STEPS TO PROTECT AGAINST SYSTEM FAILURES, INCLUDING BUT NOT LIMITED TO BACK-UP OR SHUT DOWN MECHANISMS. BECAUSE EACH END-USER SYSTEM IS CUSTOMIZED AND DIFFERS FROM NI’S TESTING PLATFORMS AND BECAUSE A USER OR APPLICATION DESIGNER MAY USE NI PRODUCTS IN COMBINATION WITH OTHER PRODUCTS IN A MANNER NOT EVALUATED OR CONTEMPLATED BY NI, THE USER OR APPLICATION DESIGNER IS ULTIMATELY RESPONSIBLE FOR VERIFYING AND VALIDATING THE SUITABILITY OF NI PRODUCTS WHENEVER NI PRODUCTS ARE INCORPORATED IN A SYSTEM OR APPLICATION, INCLUDING, WITHOUT LIMITATION, THE APPROPRIATE DESIGN, PROCESS AND SAFETY LEVEL OF SUCH SYSTEM OR APPLICATION. 

12.	U.S. Government Restricted Rights. If you are an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the TDM DLL, or any related documentation of any kind, including technical data or manuals, is restricted in accordance with Federal Acquisition Regulation 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies. The TDM DLL is commercial computer software and the related documentation is commercial computer software documentation. The use of the TDM DLL and related documentation is further restricted in accordance with the terms of this Agreement, or any modification hereto. The Contractor/Manufacturer is National Instruments Corporation, 11500 North Mopac Expressway, Austin, Texas, U.S.A., 78759-3504.

13.	Compliance. You agree to make all applicable records available for review by NI during your normal business hours so as to permit NI (upon reasonable notice to you) to verify your compliance with the terms and conditions of this Agreement. Further, if you are a business or other entity, you agree that upon the request of NI or NI’s authorized representative, you will promptly document and certify in writing to NI that your and your employees’ use of the TDM DLL complies with the terms and conditions of this Agreement.

14.	Termination. NI may terminate this Agreement at any time by delivering notice to you. You may terminate this Agreement by destroying or erasing all copies of the TDM DLL.  Further, this Agreement shall automatically terminate upon failure by you to comply with its terms.  Upon termination of this Agreement, the license granted to you in Section 2 above will immediately terminate and you agree to destroy or erase all copies of the TDM DLL that you have made.  However, the destruction requirement does not apply to copies distributed prior to the effective date of termination.  

15.	General. 

A.	This Agreement is governed by the laws of the State of Texas, U.S.A., exclusive of any provisions of the United Nations Convention on the International Sale of Goods, and without regard to principles of conflicts of law and (ii) the non-exclusive venue for all actions under this Agreement shall be in the courts located in Travis County, Texas, U.S.A. and the parties agree to submit to the jurisdiction of such courts. 

B.	This Agreement constitutes the complete agreement between you and NI regarding the TDM DLL and it supersedes any oral or written proposals, prior agreements, purchase orders or any other communication between you and NI relating to the subject matter of this Agreement. 

C.	If any action is brought by either party to this Agreement against the other regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any relief granted, reasonable attorney fees and court costs. If any provision of this Agreement is held invalid, the offending clause will be modified so as to be enforceable and, as modified, shall be fully enforced, and the remainder of this Agreement will continue in full force and effect. If you are downloading the TDM DLL, you represent and warrant that you are not located in or under the control of any country which the export laws and regulations of such country or of the United States prohibit the exportation of the TDM DLL to. Product and company names used herein are trademarks or trade names of their respective companies.

© 2007 National Instruments Corporation. All Rights Reserved.