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EULA.txt: update Software License to v44

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EULA.txt
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@ -1,84 +1,101 @@
LA_OPT_NXP_Software_License v40 December 2022 LA_OPT_NXP_Software_License v44 March 2023
IMPORTANT. Read the following NXP Software License Agreement ("Agreement")
completely. By selecting the "I Accept" button at the end of this page, or by IMPORTANT. Read the following NXP Software License Agreement (“Agreement”)
downloading, installing, or using the Licensed Software, you indicate that you completely. By selecting the “I Accept” button at the end of this page, or
accept the terms of the Agreement, and you acknowledge that you have the by downloading, installing, or using the Licensed Software, you indicate that
you accept the terms of the Agreement, and you acknowledge that you have the
authority, for yourself or on behalf of your company, to bind your company to authority, for yourself or on behalf of your company, to bind your company to
these terms. You may then download or install the file. In the event of a these terms. You may then download or install the file. In the event of a
conflict between the terms of this Agreement and any license terms and conflict between the terms of this Agreement and any license terms and
conditions for NXP's proprietary software embedded anywhere in the Licensed conditions for NXP’s proprietary software embedded anywhere in the Licensed
Software file, the terms of this Agreement shall control. If a separate Software file, the terms of this Agreement shall control. If a separate
license agreement for the Licensed Software has been signed by you and NXP, license agreement for the Licensed Software has been signed by you and NXP,
then that agreement shall govern your use of the Licensed Software and shall then that agreement shall govern your use of the Licensed Software and shall
supersede this Agreement. supersede this Agreement.
NXP SOFTWARE LICENSE AGREEMENT NXP SOFTWARE LICENSE AGREEMENT
This is a legal agreement between your employer, of which you are an authorized This is a legal agreement between your employer, of which you are an authorized
representative, or, if you have no employer, you as an individual ("you" or representative, or, if you have no employer, you as an individual (“you” or
"Licensee"), and NXP B.V. ("NXP"). It concerns your rights to use the software “Licensee”), and NXP B.V. (“NXP”). It concerns your rights to use the
provided to you in binary or source code form and any accompanying written software provided to you in binary or source code form and any accompanying
materials (the "Licensed Software"). The Licensed Software may include any written materials (the “Licensed Software”). The Licensed Software may
updates or error corrections or documentation relating to the Licensed Software include any updates or error corrections or documentation relating to the
provided to you by NXP under this Agreement. In consideration for NXP allowing Licensed Software provided to you by NXP under this Agreement. In consideration
you to access the Licensed Software, you are agreeing to be bound by the terms for NXP allowing you to access the Licensed Software, you are agreeing to be
of this Agreement. If you do not agree to all of the terms of this Agreement, bound by the terms of this Agreement. If you do not agree to all of the terms
do not download or install the Licensed Software. If you change your mind of this Agreement, do not download or install the Licensed Software. If you
later, stop using the Licensed Software and delete all copies of the Licensed change your mind later, stop using the Licensed Software and delete all copies
Software in your possession or control. Any copies of the Licensed Software of the Licensed Software in your possession or control. Any copies of the
that you have already distributed, where permitted, and do not destroy will Licensed Software that you have already distributed, where permitted, and do
continue to be governed by this Agreement. Your prior use will also continue to not destroy will continue to be governed by this Agreement. Your prior use will
be governed by this Agreement. also continue to be governed by this Agreement.
1. DEFINITIONS 1. DEFINITIONS
1.1. "Affiliate" means, with respect to a party, any corporation or
1.1. “Affiliate” means, with respect to a party, any corporation or
other legal entity that now or hereafter Controls, is Controlled by or is under other legal entity that now or hereafter Controls, is Controlled by or is under
common Control with such party; where "Control" means the direct or indirect common Control with such party; where “Control” means the direct or
ownership of greater than fifty percent (50%) of the shares or similar indirect ownership of greater than fifty percent (50%) of the shares or similar
interests entitled to vote for the election of directors or other persons interests entitled to vote for the election of directors or other persons
performing similar functions. An entity is considered an Affiliate only so long performing similar functions. An entity is considered an Affiliate only so long
as such Control exists. as such Control exists.
1.2 "Authorized System" means either (i) Licensee's hardware product which
incorporates an NXP Product or (ii) Licensee's software program which is used 1.2 “Authorized System” means either (i) Licensee’s hardware
exclusively in connection with an NXP Product and with which the Licensed product which incorporates an NXP Product or (ii) Licensee’s software program
Software will be integrated. which is used exclusively in connection with an NXP Product and with which the
1.3. "Derivative Work" means a work based upon one or more pre-existing Licensed Software will be integrated.
works. A work consisting of editorial revisions, annotations, elaborations, or
other modifications which, as a whole, represent an original work of 1.3. “Derivative Work” means a work based upon one or more
authorship, is a Derivative Work. pre-existing works. A work consisting of editorial revisions, annotations,
1.4 "Intellectual Property Rights" means any and all rights under statute, elaborations, or other modifications which, as a whole, represent an original
common law or equity in and under copyrights, trade secrets, and patents work of authorship, is a Derivative Work.
(including utility models), and analogous rights throughout the world,
1.4 “Intellectual Property Rights” means any and all rights under
statute, common law or equity in and under copyrights, trade secrets, and
patents (including utility models), and analogous rights throughout the world,
including any applications for and the right to apply for, any of the foregoing. including any applications for and the right to apply for, any of the foregoing.
1.5 "NXP Product" means a hardware product (e.g. a microprocessor,
1.5 “NXP Product” means a hardware product (e.g. a microprocessor,
microcontroller, sensor or digital signal processor) and/or services (e.g. microcontroller, sensor or digital signal processor) and/or services (e.g.
cloud platform services) supplied directly or indirectly from NXP or an NXP cloud platform services) supplied directly or indirectly from NXP or an NXP
Affiliate, unless there is a product specified in the Software Content Affiliate, unless there is a product specified in the Software Content
Register, in which case this definition is limited to such product. Register, in which case this definition is limited to such product.
1.6 "Software Content Register" means the documentation which may
1.6 “Software Content Register” means the documentation which may
accompany the Licensed Software which identifies the contents of the Licensed accompany the Licensed Software which identifies the contents of the Licensed
Software, including but not limited to identification of any Third Party Software, including but not limited to identification of any Third Party
Software, if any, and may also contain other related information as whether the Software, if any, and may also contain other related information as whether the
license in 2.3 is applicable. license in 2.3 is applicable.
1.7 "Third Party Software" means, any software included in the Licensed
1.7 “Third Party Software” means, any software included in the Licensed
Software that is not NXP proprietary software, and is not open source software, Software that is not NXP proprietary software, and is not open source software,
and to which different license terms may apply. and to which different license terms may apply.
2. LICENSE GRANT. 2. LICENSE GRANT.
2.1. If you are not expressly granted the distribution license in 2.1. If you are not expressly granted the distribution license in
Section 2.3 in the Software Content Register, then you are only granted the Section 2.3 in the Software Content Register, then you are only granted the
rights in Section 2.2 and not in 2.3. If you are expressly granted the rights in Section 2.2 and not in 2.3. If you are expressly granted the
distribution license in Section 2.3 in the Software Content Register, then you distribution license in Section 2.3 in the Software Content Register, then you
are granted the rights in both Section 2.2 and 2.3. are granted the rights in both Section 2.2 and 2.3.
2.2. Standard License. Subject to the terms and conditions of this
2.2. Standard License. Subject to the terms and conditions of this
Agreement, NXP grants you a worldwide, personal, non-transferable, Agreement, NXP grants you a worldwide, personal, non-transferable,
non-exclusive, non-sublicensable license, solely for the development of an non-exclusive, non-sublicensable license, solely for the development of an
Authorized System: Authorized System:
(a) to use and reproduce the Licensed Software (and its Derivative Works
(a) to use and reproduce the Licensed Software (and its Derivative Works
prepared under the license in Section 2.2(b)) solely in combination with a NXP prepared under the license in Section 2.2(b)) solely in combination with a NXP
Product; and Product; and
(b) for Licensed Software provided to you in source code form (human
(b) for Licensed Software provided to you in source code form (human
readable), to prepare Derivative Works of the Licensed Software solely for use readable), to prepare Derivative Works of the Licensed Software solely for use
in combination with a NXP Product. in combination with a NXP Product.
You may not distribute or sublicense the Licensed Software to others under the You may not distribute or sublicense the Licensed Software to others under the
license granted in this Section 2.2. license granted in this Section 2.2.
You may demonstrate the Licensed Software to your direct customers as part of You may demonstrate the Licensed Software to your direct customers as part of
an Authorized System so long as such demonstration is directly controlled by an Authorized System so long as such demonstration is directly controlled by
you and without prior approval by NXP; however, to all other third parties only you and without prior approval by NXP; however, to all other third parties only
@ -86,63 +103,76 @@ if NXP has provided its advance, written approval (e.g. email approval) of your
demonstrating the Licensed Software to specified third parties or at specified demonstrating the Licensed Software to specified third parties or at specified
event(s). You may not leave the Licensed Software with a direct customer or event(s). You may not leave the Licensed Software with a direct customer or
any other third party at any time. any other third party at any time.
2.3. Additional Distribution License. If expressly authorized in the 2.3. Additional Distribution License. If expressly authorized in the
Software Content Register, subject to the terms and conditions of this Software Content Register, subject to the terms and conditions of this
Agreement, NXP grants you a worldwide, personal, non-transferable, Agreement, NXP grants you a worldwide, personal, non-transferable,
non-exclusive, non-sublicensable license solely in connection with your non-exclusive, non-sublicensable license solely in connection with your
manufacturing and distribution of an Authorized System: manufacturing and distribution of an Authorized System:
(a) to manufacture (or have manufactured), distribute, and market the
Licensed Software (and its Derivative Works prepared under the license in (a) to manufacture (or have manufactured), distribute, and market
the Licensed Software (and its Derivative Works prepared under the license in
2.2(b)) in object code (machine readable format) only as part of, or embedded 2.2(b)) in object code (machine readable format) only as part of, or embedded
within, Authorized Systems and not on a standalone basis solely for use in within, Authorized Systems and not on a standalone basis solely for use in
combination with a NXP Product. Notwithstanding the foregoing, those files combination with a NXP Product. Notwithstanding the foregoing, those files
marked as .h files ("Header files") may be distributed in source or object code marked as .h files (“Header files”) may be distributed in source or object
form, but only as part of, or embedded within Authorized Systems; and code form, but only as part of, or embedded within Authorized Systems; and
(b) to copy and distribute as needed, solely in connection with an
(b) to copy and distribute as needed, solely in connection with an
Authorized System and for use in combination with a NXP Product, Authorized System and for use in combination with a NXP Product,
non-confidential NXP information provided as part of the Licensed Software for non-confidential NXP information provided as part of the Licensed Software for
the purpose of maintaining and supporting Authorized Systems with which the the purpose of maintaining and supporting Authorized Systems with which the
Licensed Software is integrated. Licensed Software is integrated.
2.4 Separate license grants to Third Party Software, or other terms
2.4 Separate license grants to Third Party Software, or other terms
applicable to the Licensed Software if different from those granted in this applicable to the Licensed Software if different from those granted in this
Section 2, are contained in Appendix A. The Licensed Software may be Section 2, are contained in Appendix A. The Licensed Software may be
accompanied by a Software Content Register which will identify that portion of accompanied by a Software Content Register which will identify that portion of
the Licensed Software, if any, that is subject to the different terms in the Licensed Software, if any, that is subject to the different terms in
Appendix A. Appendix A.
2.5. You may use subcontractors to exercise your rights under Section 2.5. You may use subcontractors to exercise your rights under Section
2.2 and Section 2.3, if any, so long as you have an agreement in place with the 2.2 and Section 2.3, if any, so long as you have an agreement in place with the
subcontractor containing confidentiality restrictions no less stringent than subcontractor containing confidentiality restrictions no less stringent than
those contained in this Agreement. You will remain liable for your those contained in this Agreement. You will remain liable for your
subcontractors' adherence to the terms of this Agreement and for any and all subcontractors’ adherence to the terms of this Agreement and for any and all
acts and omissions of such subcontractors with respect to this Agreement and acts and omissions of such subcontractors with respect to this Agreement and
the Licensed Software. the Licensed Software.
3. LICENSE LIMITATIONS AND RESTRICTIONS. 3. LICENSE LIMITATIONS AND RESTRICTIONS.
3.1. The licenses granted above in Section 2 only extend to NXP 3.1. The licenses granted above in Section 2 only extend to NXP
Intellectual Property Rights that would be infringed by the unmodified Licensed Intellectual Property Rights that would be infringed by the unmodified Licensed
Software prior to your preparation of any Derivative Work. Software prior to your preparation of any Derivative Work.
3.2. The Licensed Software is licensed to you, not sold. Title to 3.2. The Licensed Software is licensed to you, not sold. Title to
Licensed Software delivered hereunder remains vested in NXP or NXP's licensor Licensed Software delivered hereunder remains vested in NXP or NXP’s licensor
and cannot be assigned or transferred. You are expressly forbidden from selling and cannot be assigned or transferred. You are expressly forbidden from selling
or otherwise distributing the Licensed Software, or any portion thereof, except or otherwise distributing the Licensed Software, or any portion thereof, except
as expressly permitted herein. This Agreement does not grant to you any implied as expressly permitted herein. This Agreement does not grant to you any implied
rights under any NXP or third party Intellectual Property Rights. rights under any NXP or third party Intellectual Property Rights.
3.3. You may not translate, reverse engineer, decompile, or disassemble 3.3. You may not translate, reverse engineer, decompile, or disassemble
the Licensed Software except to the extent applicable law specifically the Licensed Software except to the extent applicable law specifically
prohibits such restriction. You must prohibit your subcontractors or customers prohibits such restriction. You must prohibit your subcontractors or customers
(if distribution is permitted) from translating, reverse engineering, (if distribution is permitted) from translating, reverse engineering,
decompiling, or disassembling the Licensed Software except to the extent decompiling, or disassembling the Licensed Software except to the extent
applicable law specifically prohibits such restriction. applicable law specifically prohibits such restriction.
3.4. You must reproduce any and all of NXP's (or its third-party
licensor's) copyright notices and other proprietary legends on copies of 3.4. You must reproduce any and all of NXP’s (or its third-party
licensor’s) copyright notices and other proprietary legends on copies of
Licensed Software. Licensed Software.
3.5. If you distribute the Licensed Software to the United States 3.5. If you distribute the Licensed Software to the United States
Government, then the Licensed Software is "restricted computer software" and is Government, then the Licensed Software is “restricted computer software”
subject to FAR 52.227-19. and is subject to FAR 52.227-19.
3.6. You grant to NXP a non-exclusive, non-transferable, irrevocable, 3.6. You grant to NXP a non-exclusive, non-transferable, irrevocable,
perpetual, worldwide, royalty-free, sub-licensable license under your perpetual, worldwide, royalty-free, sub-licensable license under your
Intellectual Property Rights to use without restriction and for any purpose any Intellectual Property Rights to use without restriction and for any purpose any
suggestion, comment or other feedback related to the Licensed Software suggestion, comment or other feedback related to the Licensed Software
(including, but not limited to, error corrections and bug fixes). (including, but not limited to, error corrections and bug fixes).
3.7. You will not take or fail to take any action that could subject 3.7. You will not take or fail to take any action that could subject
the Licensed Software to an Excluded License. An Excluded License means any the Licensed Software to an Excluded License. An Excluded License means any
license that requires, as a condition of use, modification or distribution of license that requires, as a condition of use, modification or distribution of
@ -150,11 +180,13 @@ software subject to the Excluded License, that such software or other software
combined and/or distributed with the software be (i) disclosed or distributed combined and/or distributed with the software be (i) disclosed or distributed
in source code form; (ii) licensed for the purpose of making Derivative Works; in source code form; (ii) licensed for the purpose of making Derivative Works;
or (iii) redistributable at no charge. or (iii) redistributable at no charge.
3.8. You may not publish or distribute reports associated with the use 3.8. You may not publish or distribute reports associated with the use
of the Licensed Software to anyone other than NXP. You may advise NXP of any of the Licensed Software to anyone other than NXP. You may advise NXP of any
results obtained from your use of the Licensed Software, including any problems results obtained from your use of the Licensed Software, including any problems
or suggested improvements thereof, and NXP retains the right to use such or suggested improvements thereof, and NXP retains the right to use such
results and related information in any manner it deems appropriate. results and related information in any manner it deems appropriate.
4. OPEN SOURCE. Open source software included in the Licensed 4. OPEN SOURCE. Open source software included in the Licensed
Software is not licensed under the terms of this Agreement but is instead Software is not licensed under the terms of this Agreement but is instead
licensed under the terms of the applicable open source license(s), such as the licensed under the terms of the applicable open source license(s), such as the
@ -162,9 +194,12 @@ BSD License, Apache License or the GNU Lesser General Public License. Your use
of the open source software is subject to the terms of each applicable license. of the open source software is subject to the terms of each applicable license.
You must agree to the terms of each applicable license, or you cannot use the You must agree to the terms of each applicable license, or you cannot use the
open source software. open source software.
5. INTELLECTUAL PROPERTY RIGHTS. 5. INTELLECTUAL PROPERTY RIGHTS.
Upon request, you must provide NXP the source code of any derivative of the Upon request, you must provide NXP the source code of any derivative of the
Licensed Software. Licensed Software.
Unless prohibited by law, the following paragraph shall apply. Your Unless prohibited by law, the following paragraph shall apply. Your
modifications to the Licensed Software, and all intellectual property rights modifications to the Licensed Software, and all intellectual property rights
associated with, and title thereto, will be the property of NXP. You agree to associated with, and title thereto, will be the property of NXP. You agree to
@ -177,24 +212,30 @@ rights of identification of authorship and all rights of approval, restriction,
or limitation on use or subsequent modification. Notwithstanding the or limitation on use or subsequent modification. Notwithstanding the
foregoing, you will have the license rights granted in Section 2 hereto to any foregoing, you will have the license rights granted in Section 2 hereto to any
such modifications made by you or your licensees. such modifications made by you or your licensees.
Otherwise, you agree to grant an irrevocable, worldwide, and perpetual license Otherwise, you agree to grant an irrevocable, worldwide, and perpetual license
to NXP to make, have made, use, sell, offer to sell, import, commercialize, to NXP to make, have made, use, sell, offer to sell, import, commercialize,
sublicense and reproduce your modifications or derivative works to the Licensed sublicense and reproduce your modifications or derivative works to the Licensed
Software without any payment to Licensee. You agree to provide all assistance Software without any payment to Licensee. You agree to provide all assistance
reasonably requested by NXP to establish, preserve or enforce such right. reasonably requested by NXP to establish, preserve or enforce such right.
6. ESSENTIAL PATENTS. NXP has no obligation to identify or obtain any 6. ESSENTIAL PATENTS. NXP has no obligation to identify or obtain any
license to any Intellectual Property Right of a third-party that may be license to any Intellectual Property Right of a third-party that may be
necessary for use in connection with technology that is incorporated into the necessary for use in connection with technology that is incorporated into the
Authorized System (whether or not as part of the Licensed Software). Authorized System (whether or not as part of the Licensed Software).
7. TERM AND TERMINATION. This Agreement will remain in effect unless 7. TERM AND TERMINATION. This Agreement will remain in effect unless
terminated as provided in this Section. terminated as provided in this Section.
7.1. You may terminate this Agreement immediately upon written notice 7.1. You may terminate this Agreement immediately upon written notice
to NXP at the address provided below. to NXP at the address provided below.
7.2. Either party may terminate this Agreement if the other party is in 7.2. Either party may terminate this Agreement if the other party is in
default of any of the terms and conditions of this Agreement, and termination default of any of the terms and conditions of this Agreement, and termination
is effective if the defaulting party fails to correct such default within 30 is effective if the defaulting party fails to correct such default within 30
days after written notice thereof by the non-defaulting party to the defaulting days after written notice thereof by the non-defaulting party to the defaulting
party at the address below. party at the address below.
7.3. Notwithstanding the foregoing, NXP may terminate this Agreement 7.3. Notwithstanding the foregoing, NXP may terminate this Agreement
immediately upon written notice if you: breach any of your confidentiality immediately upon written notice if you: breach any of your confidentiality
obligations or the license restrictions under this Agreement; become bankrupt, obligations or the license restrictions under this Agreement; become bankrupt,
@ -202,13 +243,17 @@ insolvent, or file a petition for bankruptcy or insolvency; make an assignment
for the benefit of its creditors; enter proceedings for winding up or for the benefit of its creditors; enter proceedings for winding up or
dissolution; are dissolved; or are nationalized or become subject to the dissolution; are dissolved; or are nationalized or become subject to the
expropriation of all or substantially all of your business or assets. expropriation of all or substantially all of your business or assets.
7.4. Upon termination of this Agreement, all licenses granted under 7.4. Upon termination of this Agreement, all licenses granted under
Section 2 will expire. Section 2 will expire.
7.5. After termination of this Agreement by either party you will 7.5. After termination of this Agreement by either party you will
destroy all parts of Licensed Software and its Derivative Works (if any) and destroy all parts of Licensed Software and its Derivative Works (if any) and
will provide to NXP a statement certifying the same. will provide to NXP a statement certifying the same.
7.6. Notwithstanding the termination of this Agreement for any reason, 7.6. Notwithstanding the termination of this Agreement for any reason,
the terms of Sections 1 and 3 through 24 will survive. the terms of Sections 1 and 3 through 24 will survive.
8. SUPPORT. NXP is not obligated to provide any support, upgrades or 8. SUPPORT. NXP is not obligated to provide any support, upgrades or
new releases of the Licensed Software under this Agreement. If you wish, you new releases of the Licensed Software under this Agreement. If you wish, you
may contact NXP and report problems and provide suggestions regarding the may contact NXP and report problems and provide suggestions regarding the
@ -216,18 +261,21 @@ Licensed Software. NXP has no obligation to respond to such a problem report or
suggestion. NXP may make changes to the Licensed Software at any time, without suggestion. NXP may make changes to the Licensed Software at any time, without
any obligation to notify or provide updated versions of the Licensed Software any obligation to notify or provide updated versions of the Licensed Software
to you. to you.
9. NO WARRANTY. To the maximum extent permitted by law, NXP expressly 9. NO WARRANTY. To the maximum extent permitted by law, NXP expressly
disclaims any warranty for the Licensed Software. The Licensed Software is disclaims any warranty for the Licensed Software. The Licensed Software is
provided "AS IS", without warranty of any kind, either express or implied, provided “AS IS”, without warranty of any kind, either express or implied,
including without limitation the implied warranties of merchantability, fitness including without limitation the implied warranties of merchantability, fitness
for a particular purpose, or non-infringement. You assume the entire risk for a particular purpose, or non-infringement. You assume the entire risk
arising out of the use or performance of the licensed software, or any systems arising out of the use or performance of the licensed software, or any systems
you design using the licensed software (if any). you design using the licensed software (if any).
10. INDEMNITY. You agree to fully defend and indemnify NXP from all 10. INDEMNITY. You agree to fully defend and indemnify NXP from all
claims, liabilities, and costs (including reasonable attorney's fees) related claims, liabilities, and costs (including reasonable attorney’s fees) related
to (1) your use (including your subcontractor's or distributee's use, if to (1) your use (including your subcontractor’s or distributee’s use, if
permitted) of the Licensed Software or (2) your violation of the terms and permitted) of the Licensed Software or (2) your violation of the terms and
conditions of this Agreement. conditions of this Agreement.
11. LIMITATION OF LIABILITY. EXCLUDING LIABILITY FOR A BREACH OF 11. LIMITATION OF LIABILITY. EXCLUDING LIABILITY FOR A BREACH OF
SECTION 2 (LICENSE GRANTS), SECTION 3 (LICENSE LIMITATIONS AND RESTRICTIONS), SECTION 2 (LICENSE GRANTS), SECTION 3 (LICENSE LIMITATIONS AND RESTRICTIONS),
SECTION 16 (CONFIDENTIAL INFORMATION), OR CLAIMS UNDER SECTION 10 (INDEMNITY), SECTION 16 (CONFIDENTIAL INFORMATION), OR CLAIMS UNDER SECTION 10 (INDEMNITY),
@ -235,11 +283,12 @@ IN NO EVENT WILL EITHER PARTY BE LIABLE, WHETHER IN CONTRACT, TORT, OR
OTHERWISE, FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE OTHERWISE, FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE
DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF
TIME, INCONVENIENCE, COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES, TO TIME, INCONVENIENCE, COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES, TO
THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. NXP'S TOTAL LIABILITY FOR ALL THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. NXP’S TOTAL LIABILITY FOR ALL
COSTS, DAMAGES, CLAIMS, OR LOSSES WHATSOEVER ARISING OUT OF OR IN CONNECTION COSTS, DAMAGES, CLAIMS, OR LOSSES WHATSOEVER ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT OR PRODUCT(S) SUPPLIED UNDER THIS AGREEMENT IS LIMITED TO WITH THIS AGREEMENT OR PRODUCT(S) SUPPLIED UNDER THIS AGREEMENT IS LIMITED TO
THE AGGREGATE AMOUNT PAID BY YOU TO NXP IN CONNECTION WITH THE LICENSED THE AGGREGATE AMOUNT PAID BY YOU TO NXP IN CONNECTION WITH THE LICENSED
SOFTWARE PROVIDED UNDER THIS AGREEMENT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. SOFTWARE PROVIDED UNDER THIS AGREEMENT TO WHICH LOSSES OR DAMAGES ARE CLAIMED.
12. EXPORT COMPLIANCE. Each party shall comply with all applicable 12. EXPORT COMPLIANCE. Each party shall comply with all applicable
export and import control laws and regulations including but not limited to the export and import control laws and regulations including but not limited to the
US Export Administration Regulation (including restrictions on certain military US Export Administration Regulation (including restrictions on certain military
@ -255,7 +304,9 @@ or destination to which such transfer, diversion, export or re-export is
restricted or prohibited, without obtaining prior written authorization from restricted or prohibited, without obtaining prior written authorization from
the applicable competent government authorities to the extent required by those the applicable competent government authorities to the extent required by those
laws. laws.
13. GOVERNMENT CONTRACT COMPLIANCE 13. GOVERNMENT CONTRACT COMPLIANCE
13.1. If you sell Authorized Systems directly to any government or public 13.1. If you sell Authorized Systems directly to any government or public
entity, including U.S., state, local, foreign or international governments or entity, including U.S., state, local, foreign or international governments or
public entities, or indirectly via a prime contractor or subcontractor of such public entities, or indirectly via a prime contractor or subcontractor of such
@ -263,33 +314,36 @@ governments or entities, NXP makes no representations, certifications, or
warranties whatsoever about compliance with government or public entity warranties whatsoever about compliance with government or public entity
acquisition statutes or regulations, including, without limitation, statutes or acquisition statutes or regulations, including, without limitation, statutes or
regulations that may relate to pricing, quality, origin or content. regulations that may relate to pricing, quality, origin or content.
13.2. The Licensed Software has been developed at private expense and is a 13.2. The Licensed Software has been developed at private expense and is a
"Commercial Item" as defined in 48 C.F.R. Section 2.101, consisting of “Commercial Item” as defined in 48 C.F.R. Section 2.101, consisting of
"Commercial Computer Software", and/or "Commercial Computer Software “Commercial Computer Software”, and/or “Commercial Computer Software
Documentation," as such terms are used in 48 C.F.R. Section 12.212 (or 48 Documentation,” as such terms are used in 48 C.F.R. Section 12.212 (or 48
C.F.R. Section 227.7202, as applicable) and may only be licensed to or shared C.F.R. Section 227.7202, as applicable) and may only be licensed to or shared
with U.S. Government end users in object code form as part of, or embedded with U.S. Government end users in object code form as part of, or embedded
within, Authorized Systems. Any agreement pursuant to which you share the within, Authorized Systems. Any agreement pursuant to which you share the
Licensed Software will include a provision that reiterates the limitations of Licensed Software will include a provision that reiterates the limitations of
this document and requires all sub-agreements to similarly contain such this document and requires all sub-agreements to similarly contain such
limitations. limitations.
14. CRITICAL APPLICATIONS. In some cases, NXP may promote certain 14. CRITICAL APPLICATIONS. In some cases, NXP may promote certain
software for use in the development of, or for incorporation into, products or software for use in the development of, or for incorporation into, products or
services (a) used in applications requiring fail-safe performance or (b) in services (a) used in applications requiring fail-safe performance or (b) in
which failure could lead to death, personal injury, or severe physical or which failure could lead to death, personal injury, or severe physical or
environmental damage (these products and services are referred to as "Critical environmental damage (these products and services are referred to as
Applications"). NXP's goal is to educate customers so that they can design “Critical Applications”). NXP’s goal is to educate customers so that they
their own end-product solutions to meet applicable functional safety standards can design their own end-product solutions to meet applicable functional safety
and requirements. Licensee makes the ultimate design decisions regarding its standards and requirements. Licensee makes the ultimate design decisions
products and is solely responsible for compliance with all legal, regulatory, regarding its products and is solely responsible for compliance with all legal,
safety, and security related requirements concerning its products, regardless regulatory, safety, and security related requirements concerning its products,
of any information or support that may be provided by NXP. As such, Licensee regardless of any information or support that may be provided by NXP. As such,
assumes all risk related to use of the Licensed Software in Critical Licensee assumes all risk related to use of the Licensed Software in Critical
Applications and NXP SHALL NOT BE LIABLE FOR ANY SUCH USE IN CRITICAL Applications and NXP SHALL NOT BE LIABLE FOR ANY SUCH USE IN CRITICAL
APPLICATIONS BY LICENSEE. Accordingly, Licensee will indemnify and hold NXP APPLICATIONS BY LICENSEE. Accordingly, Licensee will indemnify and hold NXP
harmless from any claims, liabilities, damages and associated costs and harmless from any claims, liabilities, damages and associated costs and
expenses (including attorneys' fees) that NXP may incur related to Licensee’s expenses (including attorneys’ fees) that NXP may incur related to
incorporation of the Licensed Software in a Critical Application. Licensee’s incorporation of the Licensed Software in a Critical Application.
15. CHOICE OF LAW; VENUE. This Agreement will be governed by, 15. CHOICE OF LAW; VENUE. This Agreement will be governed by,
construed, and enforced in accordance with the laws of The Netherlands, without construed, and enforced in accordance with the laws of The Netherlands, without
regard to conflicts of laws principles, will apply to all matters relating to regard to conflicts of laws principles, will apply to all matters relating to
@ -297,6 +351,7 @@ this Agreement or the Licensed Software, and you agree that any litigation will
be subject to the exclusive jurisdiction of the courts of Amsterdam, The be subject to the exclusive jurisdiction of the courts of Amsterdam, The
Netherlands. The United Nations Convention on Contracts for the International Netherlands. The United Nations Convention on Contracts for the International
Sale of Goods will not apply to this document. Sale of Goods will not apply to this document.
16. CONFIDENTIAL INFORMATION. Subject to the license grants and 16. CONFIDENTIAL INFORMATION. Subject to the license grants and
restrictions contained herein, you must treat the Licensed Software as restrictions contained herein, you must treat the Licensed Software as
confidential information and you agree to retain the Licensed Software in confidential information and you agree to retain the Licensed Software in
@ -313,13 +368,16 @@ that you notify NXP of such requirement prior to disclosure, which you only
disclose the minimum of the required information, and that you allow NXP the disclose the minimum of the required information, and that you allow NXP the
opportunity to object to such court or other legal body requiring such opportunity to object to such court or other legal body requiring such
disclosure. disclosure.
17. TRADEMARKS. You are not authorized to use any NXP trademarks, brand 17. TRADEMARKS. You are not authorized to use any NXP trademarks, brand
names, or logos. names, or logos.
18. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement 18. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between you and NXP regarding the subject matter of this Agreement, and between you and NXP regarding the subject matter of this Agreement, and
supersedes all prior communications, negotiations, understandings, agreements supersedes all prior communications, negotiations, understandings, agreements
or representations, either written or oral, if any. This Agreement may only be or representations, either written or oral, if any. This Agreement may only be
amended in written form, signed by you and NXP. amended in written form, signed by you and NXP.
19. SEVERABILITY. If any provision of this Agreement is held for any 19. SEVERABILITY. If any provision of this Agreement is held for any
reason to be invalid or unenforceable, then the remaining provisions of this reason to be invalid or unenforceable, then the remaining provisions of this
Agreement will be unimpaired and, unless a modification or replacement of the Agreement will be unimpaired and, unless a modification or replacement of the
@ -328,40 +386,48 @@ material benefit, in which case the Agreement will immediately terminate, the
invalid or unenforceable provision will be replaced with a provision that is invalid or unenforceable provision will be replaced with a provision that is
valid and enforceable and that comes closest to the intention underlying the valid and enforceable and that comes closest to the intention underlying the
invalid or unenforceable provision. invalid or unenforceable provision.
20. NO WAIVER. The waiver by NXP of any breach of any provision of this 20. NO WAIVER. The waiver by NXP of any breach of any provision of this
Agreement will not operate or be construed as a waiver of any other or a Agreement will not operate or be construed as a waiver of any other or a
subsequent breach of the same or a different provision. subsequent breach of the same or a different provision.
21. AUDIT. You will keep full, clear and accurate records with respect 21. AUDIT. You will keep full, clear and accurate records with respect
to your compliance with the limited license rights granted under this Agreement to your compliance with the limited license rights granted under this Agreement
for three years following expiration or termination of this Agreement. NXP will for three years following expiration or termination of this Agreement. NXP will
have the right, either itself or through an independent certified public have the right, either itself or through an independent certified public
accountant to examine and audit, at NXP's expense, not more than once a year, accountant to examine and audit, at NXP’s expense, not more than once a year,
and during normal business hours, all such records that may bear upon your and during normal business hours, all such records that may bear upon your
compliance with the limited license rights granted above. You must make prompt compliance with the limited license rights granted above. You must make prompt
adjustment to compensate for any errors and/or omissions disclosed by such adjustment to compensate for any errors and/or omissions disclosed by such
examination or audit. examination or audit.
22. NOTICES. All notices and communications under this 22. NOTICES. All notices and communications under this
Agreement will be made in writing, and will be effective when received at the Agreement will be made in writing, and will be effective when received at the
following addresses: following addresses:
NXP: NXP B.V.
High Tech Campus 60
5656 AG Eindhoven
The Netherlands
ATTN: Legal Department
You: The address provided at registration will be used. NXP:
NXP B.V.
High Tech Campus 60
5656 AG Eindhoven
The Netherlands
ATTN: Legal Department
You:
The address provided at registration will be used.
23. RELATIONSHIP OF THE PARTIES. The parties are independent 23. RELATIONSHIP OF THE PARTIES. The parties are independent
contractors. Nothing in this Agreement will be construed to create any contractors. Nothing in this Agreement will be construed to create any
partnership, joint venture, or similar relationship. Neither party is partnership, joint venture, or similar relationship. Neither party is
authorized to bind the other to any obligations with third parties. authorized to bind the other to any obligations with third parties.
24. SUCCESSION AND ASSIGNMENT. This Agreement will be binding upon and 24. SUCCESSION AND ASSIGNMENT. This Agreement will be binding upon and
inure to the benefit of the parties and their permitted successors and assigns. inure to the benefit of the parties and their permitted successors and assigns.
You may not assign this Agreement, or any part of this Agreement, without the You may not assign this Agreement, or any part of this Agreement, without the
prior written approval of NXP, which approval will not be unreasonably withheld prior written approval of NXP, which approval will not be unreasonably withheld
or delayed. NXP may assign this Agreement, or any part of this Agreement, in or delayed. NXP may assign this Agreement, or any part of this Agreement, in
its sole discretion. its sole discretion.
25. PRIVACY. By agreeing to this Agreement and/or utilizing the Licensed
25. PRIVACY. By agreeing to this Agreement and/or utilizing the Licensed
Software, Licensee consents to use of certain personal information, including Software, Licensee consents to use of certain personal information, including
but not limited to name, email address, and location, for the purpose of but not limited to name, email address, and location, for the purpose of
NXP’s internal analysis regarding future software offerings. NXP’s NXP’s internal analysis regarding future software offerings. NXP’s
@ -370,6 +436,7 @@ https://www.nxp.com/company/our-company/about-nxp/privacy-statement:PRIVACYPRACT
ICES. ICES.
APPENDIX A APPENDIX A
Other License Grants and Restrictions: Other License Grants and Restrictions:
The Licensed Software may include some or all of the following software, which The Licensed Software may include some or all of the following software, which
@ -388,10 +455,10 @@ Amazon: Use of the Amazon software constitutes your acceptance of the terms of
the Amazon Program Materials License Agreement (including the AVS Component the Amazon Program Materials License Agreement (including the AVS Component
Schedule, if applicable), located at Schedule, if applicable), located at
https://developer.amazon.com/support/legal/pml. All Amazon software is hereby https://developer.amazon.com/support/legal/pml. All Amazon software is hereby
designated "Amazon confidential". With the exception of the binary library of designated “Amazon confidential”. With the exception of the binary library
the Amazon Wake Word Engine for “Alexa”, all Amazon software is also hereby of the Amazon Wake Word Engine for “Alexa”, all Amazon software is also
designated as “Restricted Program Materials”. Amazon is a third-party hereby designated as “Restricted Program Materials”. Amazon is a
beneficiary to this Agreement with respect to the Amazon software. third-party beneficiary to this Agreement with respect to the Amazon software.
Amazon Web Services, Inc.: AWS is an intended third-party beneficiary to this Amazon Web Services, Inc.: AWS is an intended third-party beneficiary to this
Agreement with respect to the Greengrass software. If you have an account with Agreement with respect to the Greengrass software. If you have an account with
@ -413,11 +480,11 @@ here: https://github.com/aws/aws-iot-fleetwise-edge/blob/main/LICENSE.
Amphion Semiconductor Ltd.: Distribution of Amphion software must be a part of, Amphion Semiconductor Ltd.: Distribution of Amphion software must be a part of,
or embedded within, Authorized Systems that include an Amphion Video Decoder. or embedded within, Authorized Systems that include an Amphion Video Decoder.
Apple MFi Software Development Kit: Use of Apple MFi Software and associated Apple Mfi Software Development Kit: Use of Apple Mfi Software and associated
documentation is restricted to current Apple MFi licensees in accordance with documentation is restricted to current Apple Mfi licensees in accordance with
the terms of their own valid and in-effect license from Apple. the terms of their own valid and in-effect license from Apple.
Aquantia Corp.: You may use Aquantia's API binaries solely to flash the API Aquantia Corp.: You may use Aquantia’s API binaries solely to flash the API
software to an NXP Product which mates with an Aquantia device. software to an NXP Product which mates with an Aquantia device.
Argus Cyber Security: The Argus software may only be used in object code and Argus Cyber Security: The Argus software may only be used in object code and
@ -434,8 +501,11 @@ Au-Zone Technologies: eIQ Portal, Model Tool, DeepViewRT and ModelRunner are
distributed by NXP under license from Au-Zone Technologies. Your use of the distributed by NXP under license from Au-Zone Technologies. Your use of the
Licensed Software, examples and related documentation is subject to the Licensed Software, examples and related documentation is subject to the
following: following:
(1) Use of Software is limited to Authorized System only (1) Use of Software is limited to Authorized System only
(2) In no event may Licensee Sublicense the Software (2) In no event may Licensee Sublicense the Software
(3) AU-ZONE TECHNOLOGIES SHALL NOT BE LIABLE FOR USE OF LICENSED (3) AU-ZONE TECHNOLOGIES SHALL NOT BE LIABLE FOR USE OF LICENSED
SOFTWARE IN CRITICAL APPLICATIONS BY LICENSEE SOFTWARE IN CRITICAL APPLICATIONS BY LICENSEE
@ -453,7 +523,7 @@ distribution of one copy embedded in a single NXP Product. Your use of Cadence
NatureDSP Libraries whether in source code or in binary is restricted to NXP NatureDSP Libraries whether in source code or in binary is restricted to NXP
SoC based systems or emulation enablement based on NXP SoC. SoC based systems or emulation enablement based on NXP SoC.
CEVA D.S.P. Ltd. and CEVA Technologies Inc. (“CEVA”): The CEVA-SPF2 linear CEVA D.S.P. Ltd. And CEVA Technologies Inc. (“CEVA”): The CEVA-SPF2 linear
algebra, CEVA-SPF2 Neural Network Libraries, CEVA-SPF2 Core Libraries, algebra, CEVA-SPF2 Neural Network Libraries, CEVA-SPF2 Core Libraries,
CEVA-SPF2 OpenAMP and CEVA-SPF2 STL licensed modules are owned by CEVA and such CEVA-SPF2 OpenAMP and CEVA-SPF2 STL licensed modules are owned by CEVA and such
materials may only be used in connection with an NXP product containing the materials may only be used in connection with an NXP product containing the
@ -470,6 +540,10 @@ Coding Technologies (Dolby Labs): Use of CTS software is limited to evaluation
and demonstration only. Permitted distributions must be similarly limited. and demonstration only. Permitted distributions must be similarly limited.
Further rights must be obtained from Dolby Laboratories. Further rights must be obtained from Dolby Laboratories.
Coremark: Use of the Coremark benchmarking software is subject to the
following terms and conditions:
https://github.com/eembc/coremark/blob/main/LICENSE.md
CSR: Use of Cambridge Silicon Radio, Inc. ("CSR") software is limited to CSR: Use of Cambridge Silicon Radio, Inc. ("CSR") software is limited to
evaluation and demonstration only. Permitted distributions must be similarly evaluation and demonstration only. Permitted distributions must be similarly
limited. Further rights must be obtained directly from CSR. limited. Further rights must be obtained directly from CSR.
@ -494,6 +568,7 @@ Embedded Systems Academy GmbH (EmSA): Any use of Micro CANopen Plus is subject
to the acceptance of the license conditions described in the LICENSE.INFO file to the acceptance of the license conditions described in the LICENSE.INFO file
distributed with all example projects and in the documentation and the distributed with all example projects and in the documentation and the
additional clause described below. additional clause described below.
Clause 1: Micro CANopen Plus may not be used for any competitive or comparative Clause 1: Micro CANopen Plus may not be used for any competitive or comparative
purpose, including the publication of any form of run time or compile time purpose, including the publication of any form of run time or compile time
metric, without the express permission of EmSA. metric, without the express permission of EmSA.
@ -601,6 +676,13 @@ commercial use and distribution of products containing the GStreamer Optimized
Real Format Client Code implementation or OpenMax Optimized Real Format Client Real Format Client Code implementation or OpenMax Optimized Real Format Client
Code Code
Real-Time Innovations, Inc.: Not withstanding anything in this Agreement,
Real-Time Innovations, Inc. software must be used strictly in accordance with
Real-Time Innovations, Inc.'s Automotive Software Evaluation License Agreement,
available here:
https://www.rti.com/hubfs/_Collateral/Services_and_Support/Automotive_Evaluation
_SLA_90_dayNXP.pdf . Any other use is expressly prohibited.
RivieraWaves SAS (a member of the CEVA, Inc. family of companies): You may not RivieraWaves SAS (a member of the CEVA, Inc. family of companies): You may not
use the RivieraWaves intellectual property licensed under this Agreement if you use the RivieraWaves intellectual property licensed under this Agreement if you
develop, market, and/or license products similar to such RivieraWaves develop, market, and/or license products similar to such RivieraWaves
@ -611,12 +693,16 @@ SanDisk Corporation: If the Licensed Software includes software developed by
SanDisk Corporation ("SanDisk"), you must separately obtain the rights to SanDisk Corporation ("SanDisk"), you must separately obtain the rights to
reproduce and distribute this software in source code form from SanDisk. reproduce and distribute this software in source code form from SanDisk.
Please follow these easy steps to obtain the license and software: Please follow these easy steps to obtain the license and software:
(1) Contact your local SanDisk sales representative to obtain the SanDisk (1) Contact your local SanDisk sales representative to obtain the SanDisk
License Agreement. License Agreement.
(2) Sign the license agreement. Fax the signed agreement to SanDisk USA (2) Sign the license agreement. Fax the signed agreement to SanDisk USA
marketing department at 408-542-0403. The license will be valid when fully marketing department at 408-542-0403. The license will be valid when fully
executed by SanDisk. executed by SanDisk.
(3) If you have specific questions, please send an email to sales@sandisk.com (3) If you have specific questions, please send an email to sales@sandisk.com
You may only use the SanDisk Corporation Licensed Software on products You may only use the SanDisk Corporation Licensed Software on products
compatible with a SanDisk Secure Digital Card. You may not use the SanDisk compatible with a SanDisk Secure Digital Card. You may not use the SanDisk
Corporation Licensed Software on any memory device product. SanDisk retains Corporation Licensed Software on any memory device product. SanDisk retains
@ -632,9 +718,11 @@ consistent with the terms found here: http://www.segger.com/jlink-software.html
Synopsys/BLE Software: Your use of the Synopsys/BLE Software and related Synopsys/BLE Software: Your use of the Synopsys/BLE Software and related
documentation is subject to the following: documentation is subject to the following:
(1) Synopsys is third-party beneficiaries of, and thus may enforce against you, (1) Synopsys is third-party beneficiaries of, and thus may enforce against you,
the license restrictions and confidentiality obligations in this agreement with the license restrictions and confidentiality obligations in this agreement with
respect to their intellectual property and proprietary information. respect to their intellectual property and proprietary information.
(2) Your distribution of the Licensed Software shall subject any recipient to a (2) Your distribution of the Licensed Software shall subject any recipient to a
written agreement at least as protective of the Licensed Software as provided written agreement at least as protective of the Licensed Software as provided
in this Agreement. in this Agreement.
@ -642,13 +730,17 @@ in this Agreement.
Synopsys/Target Compiler Technologies: Your use of the Synopsys/Target Compiler Synopsys/Target Compiler Technologies: Your use of the Synopsys/Target Compiler
Technologies Licensed Software and related documentation is subject to the Technologies Licensed Software and related documentation is subject to the
following: following:
(1) Duration of the license for the Licensed Software is limited to 12 months, (1) Duration of the license for the Licensed Software is limited to 12 months,
unless otherwise specified in the license file. unless otherwise specified in the license file.
(2) The Licensed Software is usable by one user at a time on a single (2) The Licensed Software is usable by one user at a time on a single
designated computer, unless otherwise agreed by Synopsys. designated computer, unless otherwise agreed by Synopsys.
(3) Licensed Software and documentation are to be used only on a designated (3) Licensed Software and documentation are to be used only on a designated
computer at the designated physical address provided by you on the APEX license computer at the designated physical address provided by you on the APEX license
form. form.
(4) The Licensed Software is not sub-licensable. (4) The Licensed Software is not sub-licensable.
T2 Labs / T2 Software: As a condition to the grant of any license under this T2 Labs / T2 Software: As a condition to the grant of any license under this
@ -672,6 +764,7 @@ sublicense or otherwise distribute the source code, or any modifications or
derivatives thereof as stand-alone products. You will be responsible for derivatives thereof as stand-alone products. You will be responsible for
qualifying any modifications or derivatives with the Bluetooth SIG and any qualifying any modifications or derivatives with the Bluetooth SIG and any
other qualifying bodies. other qualifying bodies.
TARA Systems: Use of TARA Systems GUI technology Embedded Wizard is limited to TARA Systems: Use of TARA Systems GUI technology Embedded Wizard is limited to
evaluation and demonstration only. Permitted distributions must be similarly evaluation and demonstration only. Permitted distributions must be similarly
limited. Further rights must be obtained directly from TARA Systems. limited. Further rights must be obtained directly from TARA Systems.