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EULA.txt: update Software License to v44
Signed-off-by: Sherry Sun <sherry.sun@nxp.com>
This commit is contained in:
parent
d4a0aabd94
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0509465160
1 changed files with 178 additions and 85 deletions
243
EULA.txt
243
EULA.txt
|
@ -1,84 +1,101 @@
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LA_OPT_NXP_Software_License v40 December 2022
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IMPORTANT. Read the following NXP Software License Agreement ("Agreement")
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completely. By selecting the "I Accept" button at the end of this page, or by
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downloading, installing, or using the Licensed Software, you indicate that you
|
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accept the terms of the Agreement, and you acknowledge that you have the
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LA_OPT_NXP_Software_License v44 March 2023
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IMPORTANT. Read the following NXP Software License Agreement (“Agreement”)
|
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completely. By selecting the “I Accept” button at the end of this page, or
|
||||
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
|
||||
these terms. You may then download or install the file. In the event of a
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conflict between the terms of this Agreement and any license terms and
|
||||
conditions for NXP's proprietary software embedded anywhere in the Licensed
|
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conditions for NXP’s proprietary software embedded anywhere in the Licensed
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Software file, the terms of this Agreement shall control. If a separate
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license agreement for the Licensed Software has been signed by you and NXP,
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then that agreement shall govern your use of the Licensed Software and shall
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supersede this Agreement.
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NXP SOFTWARE LICENSE AGREEMENT
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This is a legal agreement between your employer, of which you are an authorized
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representative, or, if you have no employer, you as an individual ("you" or
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"Licensee"), and NXP B.V. ("NXP"). It concerns your rights to use the software
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provided to you in binary or source code form and any accompanying written
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materials (the "Licensed Software"). The Licensed Software may include any
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||||
updates or error corrections or documentation relating to the Licensed Software
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provided to you by NXP under this Agreement. In consideration for NXP allowing
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you to access the Licensed Software, you are agreeing to be bound by the terms
|
||||
of this Agreement. If you do not agree to all of the terms of this Agreement,
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do not download or install the Licensed Software. If you change your mind
|
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later, stop using the Licensed Software and delete all copies of the Licensed
|
||||
Software in your possession or control. Any copies of the Licensed Software
|
||||
that you have already distributed, where permitted, and do not destroy will
|
||||
continue to be governed by this Agreement. Your prior use will also continue to
|
||||
be governed by this Agreement.
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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
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software provided to you in binary or source code form and any accompanying
|
||||
written materials (the “Licensed Software”). The Licensed Software may
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||||
include any updates or error corrections or documentation relating to the
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Licensed Software provided to you by NXP under this Agreement. In consideration
|
||||
for NXP allowing you to access the Licensed Software, you are agreeing to be
|
||||
bound by the terms of this Agreement. If you do not agree to all of the terms
|
||||
of this Agreement, do not download or install the Licensed Software. If you
|
||||
change your mind later, stop using the Licensed Software and delete all copies
|
||||
of the Licensed Software in your possession or control. Any copies of the
|
||||
Licensed Software that you have already distributed, where permitted, and do
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not destroy will continue to be governed by this Agreement. Your prior use will
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also continue to be governed by this Agreement.
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1. DEFINITIONS
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1.1. "Affiliate" means, with respect to a party, any corporation or
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1.1. “Affiliate” means, with respect to a party, any corporation or
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other legal entity that now or hereafter Controls, is Controlled by or is under
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common Control with such party; where "Control" means the direct or indirect
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ownership of greater than fifty percent (50%) of the shares or similar
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common Control with such party; where “Control” means the direct or
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indirect ownership of greater than fifty percent (50%) of the shares or similar
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interests entitled to vote for the election of directors or other persons
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performing similar functions. An entity is considered an Affiliate only so long
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as such Control exists.
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1.2 "Authorized System" means either (i) Licensee's hardware product which
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incorporates an NXP Product or (ii) Licensee's software program which is used
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exclusively in connection with an NXP Product and with which the Licensed
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Software will be integrated.
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1.3. "Derivative Work" means a work based upon one or more pre-existing
|
||||
works. A work consisting of editorial revisions, annotations, elaborations, or
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other modifications which, as a whole, represent an original work of
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authorship, is a Derivative Work.
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1.4 "Intellectual Property Rights" means any and all rights under statute,
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common law or equity in and under copyrights, trade secrets, and patents
|
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(including utility models), and analogous rights throughout the world,
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1.2 “Authorized System” means either (i) Licensee’s hardware
|
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product which incorporates an NXP Product or (ii) Licensee’s software program
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which is used exclusively in connection with an NXP Product and with which the
|
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Licensed Software will be integrated.
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|
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1.3. “Derivative Work” means a work based upon one or more
|
||||
pre-existing works. A work consisting of editorial revisions, annotations,
|
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elaborations, or other modifications which, as a whole, represent an original
|
||||
work of authorship, is a Derivative Work.
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|
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1.4 “Intellectual Property Rights” means any and all rights under
|
||||
statute, common law or equity in and under copyrights, trade secrets, and
|
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patents (including utility models), and analogous rights throughout the world,
|
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including any applications for and the right to apply for, any of the foregoing.
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1.5 "NXP Product" means a hardware product (e.g. a microprocessor,
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1.5 “NXP Product” means a hardware product (e.g. a microprocessor,
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microcontroller, sensor or digital signal processor) and/or services (e.g.
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cloud platform services) supplied directly or indirectly from NXP or an NXP
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Affiliate, unless there is a product specified in the Software Content
|
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Register, in which case this definition is limited to such product.
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1.6 "Software Content Register" means the documentation which may
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1.6 “Software Content Register” means the documentation which may
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accompany the Licensed Software which identifies the contents of the Licensed
|
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Software, including but not limited to identification of any Third Party
|
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Software, if any, and may also contain other related information as whether the
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license in 2.3 is applicable.
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1.7 "Third Party Software" means, any software included in the Licensed
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1.7 “Third Party Software” means, any software included in the Licensed
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Software that is not NXP proprietary software, and is not open source software,
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and to which different license terms may apply.
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2. LICENSE GRANT.
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2.1. If you are not expressly granted the distribution license in
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Section 2.3 in the Software Content Register, then you are only granted the
|
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rights in Section 2.2 and not in 2.3. If you are expressly granted the
|
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distribution license in Section 2.3 in the Software Content Register, then you
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are granted the rights in both Section 2.2 and 2.3.
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2.2. Standard License. Subject to the terms and conditions of this
|
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Agreement, NXP grants you a worldwide, personal, non-transferable,
|
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non-exclusive, non-sublicensable license, solely for the development of an
|
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Authorized System:
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(a) to use and reproduce the Licensed Software (and its Derivative Works
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prepared under the license in Section 2.2(b)) solely in combination with a NXP
|
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Product; and
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(b) for Licensed Software provided to you in source code form (human
|
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readable), to prepare Derivative Works of the Licensed Software solely for use
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in combination with a NXP Product.
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You may not distribute or sublicense the Licensed Software to others under the
|
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license granted in this Section 2.2.
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You may demonstrate the Licensed Software to your direct customers as part of
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an Authorized System so long as such demonstration is directly controlled by
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you and without prior approval by NXP; however, to all other third parties only
|
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|
@ -86,63 +103,76 @@ if NXP has provided its advance, written approval (e.g. email approval) of your
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demonstrating the Licensed Software to specified third parties or at specified
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event(s). You may not leave the Licensed Software with a direct customer or
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any other third party at any time.
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2.3. Additional Distribution License. If expressly authorized in the
|
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Software Content Register, subject to the terms and conditions of this
|
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Agreement, NXP grants you a worldwide, personal, non-transferable,
|
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non-exclusive, non-sublicensable license solely in connection with your
|
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manufacturing and distribution of an Authorized System:
|
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(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
|
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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
|
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within, Authorized Systems and not on a standalone basis solely for use in
|
||||
combination with a NXP Product. Notwithstanding the foregoing, those files
|
||||
marked as .h files ("Header files") may be distributed in source or object code
|
||||
form, but only as part of, or embedded within Authorized Systems; and
|
||||
marked as .h files (“Header files”) may be distributed in source or object
|
||||
code form, but only as part of, or embedded within Authorized Systems; and
|
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|
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(b) to copy and distribute as needed, solely in connection with an
|
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Authorized System and for use in combination with a NXP Product,
|
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non-confidential NXP information provided as part of the Licensed Software for
|
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the purpose of maintaining and supporting Authorized Systems with which the
|
||||
Licensed Software is integrated.
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|
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2.4 Separate license grants to Third Party Software, or other terms
|
||||
applicable to the Licensed Software if different from those granted in this
|
||||
Section 2, are contained in Appendix A. The Licensed Software may be
|
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accompanied by a Software Content Register which will identify that portion of
|
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the Licensed Software, if any, that is subject to the different terms in
|
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Appendix A.
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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
|
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subcontractor containing confidentiality restrictions no less stringent than
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those contained in this Agreement. You will remain liable for your
|
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subcontractors' adherence to the terms of this Agreement and for any and all
|
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subcontractors’ adherence to the terms of this Agreement and for any and all
|
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acts and omissions of such subcontractors with respect to this Agreement and
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the Licensed Software.
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3. LICENSE LIMITATIONS AND RESTRICTIONS.
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3.1. The licenses granted above in Section 2 only extend to NXP
|
||||
Intellectual Property Rights that would be infringed by the unmodified Licensed
|
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Software prior to your preparation of any Derivative Work.
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3.2. The Licensed Software is licensed to you, not sold. Title to
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Licensed Software delivered hereunder remains vested in NXP or NXP's licensor
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Licensed Software delivered hereunder remains vested in NXP or NXP’s licensor
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and cannot be assigned or transferred. You are expressly forbidden from selling
|
||||
or otherwise distributing the Licensed Software, or any portion thereof, except
|
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as expressly permitted herein. This Agreement does not grant to you any implied
|
||||
rights under any NXP or third party Intellectual Property Rights.
|
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3.3. You may not translate, reverse engineer, decompile, or disassemble
|
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the Licensed Software except to the extent applicable law specifically
|
||||
prohibits such restriction. You must prohibit your subcontractors or customers
|
||||
(if distribution is permitted) from translating, reverse engineering,
|
||||
decompiling, or disassembling the Licensed Software except to the extent
|
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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
|
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||||
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.
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3.5. If you distribute the Licensed Software to the United States
|
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Government, then the Licensed Software is "restricted computer software" and is
|
||||
subject to FAR 52.227-19.
|
||||
Government, then the Licensed Software is “restricted computer software”
|
||||
and is subject to FAR 52.227-19.
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3.6. You grant to NXP a non-exclusive, non-transferable, irrevocable,
|
||||
perpetual, worldwide, royalty-free, sub-licensable license under your
|
||||
Intellectual Property Rights to use without restriction and for any purpose any
|
||||
suggestion, comment or other feedback related to the Licensed Software
|
||||
(including, but not limited to, error corrections and bug fixes).
|
||||
|
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3.7. You will not take or fail to take any action that could subject
|
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the Licensed Software to an Excluded License. An Excluded License means any
|
||||
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
|
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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;
|
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or (iii) redistributable at no charge.
|
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|
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3.8. You may not publish or distribute reports associated with the use
|
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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
|
||||
or suggested improvements thereof, and NXP retains the right to use such
|
||||
results and related information in any manner it deems appropriate.
|
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|
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4. OPEN SOURCE. Open source software included in the Licensed
|
||||
Software is not licensed under the terms of this Agreement but is instead
|
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licensed under the terms of the applicable open source license(s), such as the
|
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|
@ -162,9 +194,12 @@ BSD License, Apache License or the GNU Lesser General Public License. Your use
|
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of the open source software is subject to the terms of each applicable license.
|
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You must agree to the terms of each applicable license, or you cannot use the
|
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open source software.
|
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|
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5. INTELLECTUAL PROPERTY RIGHTS.
|
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|
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Upon request, you must provide NXP the source code of any derivative of the
|
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Licensed Software.
|
||||
|
||||
Unless prohibited by law, the following paragraph shall apply. Your
|
||||
modifications to the Licensed Software, and all intellectual property rights
|
||||
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
|
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foregoing, you will have the license rights granted in Section 2 hereto to any
|
||||
such modifications made by you or your licensees.
|
||||
|
||||
Otherwise, you agree to grant an irrevocable, worldwide, and perpetual license
|
||||
to NXP to make, have made, use, sell, offer to sell, import, commercialize,
|
||||
sublicense and reproduce your modifications or derivative works to the Licensed
|
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Software without any payment to Licensee. You agree to provide all assistance
|
||||
reasonably requested by NXP to establish, preserve or enforce such right.
|
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|
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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
|
||||
necessary for use in connection with technology that is incorporated into the
|
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Authorized System (whether or not as part of the Licensed Software).
|
||||
|
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7. TERM AND TERMINATION. This Agreement will remain in effect unless
|
||||
terminated as provided in this Section.
|
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|
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7.1. You may terminate this Agreement immediately upon written notice
|
||||
to NXP at the address provided below.
|
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|
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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
|
||||
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
|
||||
party at the address below.
|
||||
|
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7.3. Notwithstanding the foregoing, NXP may terminate this Agreement
|
||||
immediately upon written notice if you: breach any of your confidentiality
|
||||
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
|
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dissolution; are dissolved; or are nationalized or become subject to the
|
||||
expropriation of all or substantially all of your business or assets.
|
||||
|
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7.4. Upon termination of this Agreement, all licenses granted under
|
||||
Section 2 will expire.
|
||||
|
||||
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
|
||||
will provide to NXP a statement certifying the same.
|
||||
|
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7.6. Notwithstanding the termination of this Agreement for any reason,
|
||||
the terms of Sections 1 and 3 through 24 will survive.
|
||||
|
||||
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
|
||||
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
|
||||
any obligation to notify or provide updated versions of the Licensed Software
|
||||
to you.
|
||||
|
||||
9. NO WARRANTY. To the maximum extent permitted by law, NXP expressly
|
||||
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
|
||||
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
|
||||
you design using the licensed software (if any).
|
||||
|
||||
10. INDEMNITY. You agree to fully defend and indemnify NXP from all
|
||||
claims, liabilities, and costs (including reasonable attorney's fees) related
|
||||
to (1) your use (including your subcontractor's or distributee's use, if
|
||||
claims, liabilities, and costs (including reasonable attorney’s fees) related
|
||||
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
|
||||
conditions of this Agreement.
|
||||
|
||||
11. LIMITATION OF LIABILITY. EXCLUDING LIABILITY FOR A BREACH OF
|
||||
SECTION 2 (LICENSE GRANTS), SECTION 3 (LICENSE LIMITATIONS AND RESTRICTIONS),
|
||||
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
|
||||
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
|
||||
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
|
||||
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
|
||||
SOFTWARE PROVIDED UNDER THIS AGREEMENT TO WHICH LOSSES OR DAMAGES ARE CLAIMED.
|
||||
|
||||
12. EXPORT COMPLIANCE. Each party shall comply with all applicable
|
||||
export and import control laws and regulations including but not limited to the
|
||||
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
|
||||
the applicable competent government authorities to the extent required by those
|
||||
laws.
|
||||
|
||||
13. GOVERNMENT CONTRACT COMPLIANCE
|
||||
|
||||
13.1. If you sell Authorized Systems directly to any government or public
|
||||
entity, including U.S., state, local, foreign or international governments or
|
||||
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
|
||||
acquisition statutes or regulations, including, without limitation, statutes or
|
||||
regulations that may relate to pricing, quality, origin or content.
|
||||
|
||||
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 Computer Software", and/or "Commercial Computer Software
|
||||
Documentation," as such terms are used in 48 C.F.R. Section 12.212 (or 48
|
||||
“Commercial Item” as defined in 48 C.F.R. Section 2.101, consisting of
|
||||
“Commercial Computer Software”, and/or “Commercial Computer Software
|
||||
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
|
||||
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
|
||||
Licensed Software will include a provision that reiterates the limitations of
|
||||
this document and requires all sub-agreements to similarly contain such
|
||||
limitations.
|
||||
|
||||
14. CRITICAL APPLICATIONS. In some cases, NXP may promote certain
|
||||
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
|
||||
which failure could lead to death, personal injury, or severe physical or
|
||||
environmental damage (these products and services are referred to as "Critical
|
||||
Applications"). NXP's goal is to educate customers so that they can design
|
||||
their own end-product solutions to meet applicable functional safety standards
|
||||
and requirements. Licensee makes the ultimate design decisions regarding its
|
||||
products and is solely responsible for compliance with all legal, regulatory,
|
||||
safety, and security related requirements concerning its products, regardless
|
||||
of any information or support that may be provided by NXP. As such, Licensee
|
||||
assumes all risk related to use of the Licensed Software in Critical
|
||||
environmental damage (these products and services are referred to as
|
||||
“Critical Applications”). NXP’s goal is to educate customers so that they
|
||||
can design their own end-product solutions to meet applicable functional safety
|
||||
standards and requirements. Licensee makes the ultimate design decisions
|
||||
regarding its products and is solely responsible for compliance with all legal,
|
||||
regulatory, safety, and security related requirements concerning its products,
|
||||
regardless of any information or support that may be provided by NXP. As such,
|
||||
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 BY LICENSEE. Accordingly, Licensee will indemnify and hold NXP
|
||||
harmless from any claims, liabilities, damages and associated costs and
|
||||
expenses (including attorneys' fees) that NXP may incur related to Licensee’s
|
||||
incorporation of the Licensed Software in a Critical Application.
|
||||
expenses (including attorneys’ fees) that NXP may incur related to
|
||||
Licensee’s incorporation of the Licensed Software in a Critical Application.
|
||||
|
||||
15. CHOICE OF LAW; VENUE. This Agreement will be governed by,
|
||||
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
|
||||
|
@ -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
|
||||
Netherlands. The United Nations Convention on Contracts for the International
|
||||
Sale of Goods will not apply to this document.
|
||||
|
||||
16. CONFIDENTIAL INFORMATION. Subject to the license grants and
|
||||
restrictions contained herein, you must treat the Licensed Software as
|
||||
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
|
||||
opportunity to object to such court or other legal body requiring such
|
||||
disclosure.
|
||||
|
||||
17. TRADEMARKS. You are not authorized to use any NXP trademarks, brand
|
||||
names, or logos.
|
||||
|
||||
18. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
|
||||
between you and NXP regarding the subject matter of this Agreement, and
|
||||
supersedes all prior communications, negotiations, understandings, agreements
|
||||
or representations, either written or oral, if any. This Agreement may only be
|
||||
amended in written form, signed by you and NXP.
|
||||
|
||||
19. SEVERABILITY. If any provision of this Agreement is held for any
|
||||
reason to be invalid or unenforceable, then the remaining provisions of this
|
||||
Agreement will be unimpaired and, unless a modification or replacement of the
|
||||
|
@ -328,39 +386,47 @@ material benefit, in which case the Agreement will immediately terminate, the
|
|||
invalid or unenforceable provision will be replaced with a provision that is
|
||||
valid and enforceable and that comes closest to the intention underlying the
|
||||
invalid or unenforceable provision.
|
||||
|
||||
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
|
||||
subsequent breach of the same or a different provision.
|
||||
|
||||
21. AUDIT. You will keep full, clear and accurate records with respect
|
||||
to your compliance with the limited license rights granted under this Agreement
|
||||
for three years following expiration or termination of this Agreement. NXP will
|
||||
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
|
||||
compliance with the limited license rights granted above. You must make prompt
|
||||
adjustment to compensate for any errors and/or omissions disclosed by such
|
||||
examination or audit.
|
||||
|
||||
22. NOTICES. All notices and communications under this
|
||||
Agreement will be made in writing, and will be effective when received at the
|
||||
following addresses:
|
||||
NXP: NXP B.V.
|
||||
|
||||
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.
|
||||
You:
|
||||
The address provided at registration will be used.
|
||||
|
||||
23. RELATIONSHIP OF THE PARTIES. The parties are independent
|
||||
contractors. Nothing in this Agreement will be construed to create any
|
||||
partnership, joint venture, or similar relationship. Neither party is
|
||||
authorized to bind the other to any obligations with third parties.
|
||||
|
||||
24. SUCCESSION AND ASSIGNMENT. This Agreement will be binding upon and
|
||||
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
|
||||
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
|
||||
its sole discretion.
|
||||
|
||||
25. PRIVACY. By agreeing to this Agreement and/or utilizing the Licensed
|
||||
Software, Licensee consents to use of certain personal information, including
|
||||
but not limited to name, email address, and location, for the purpose of
|
||||
|
@ -370,6 +436,7 @@ https://www.nxp.com/company/our-company/about-nxp/privacy-statement:PRIVACYPRACT
|
|||
ICES.
|
||||
|
||||
APPENDIX A
|
||||
|
||||
Other License Grants and Restrictions:
|
||||
|
||||
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
|
||||
Schedule, if applicable), located at
|
||||
https://developer.amazon.com/support/legal/pml. All Amazon software is hereby
|
||||
designated "Amazon confidential". With the exception of the binary library of
|
||||
the Amazon Wake Word Engine for “Alexa”, all Amazon software is also hereby
|
||||
designated as “Restricted Program Materials”. Amazon is a third-party
|
||||
beneficiary to this Agreement with respect to the Amazon software.
|
||||
designated “Amazon confidential”. With the exception of the binary library
|
||||
of the Amazon Wake Word Engine for “Alexa”, all Amazon software is also
|
||||
hereby designated as “Restricted Program Materials”. Amazon is a
|
||||
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
|
||||
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,
|
||||
or embedded within, Authorized Systems that include an Amphion Video Decoder.
|
||||
|
||||
Apple MFi Software Development Kit: Use of Apple MFi Software and associated
|
||||
documentation is restricted to current Apple MFi licensees in accordance with
|
||||
Apple Mfi Software Development Kit: Use of Apple Mfi Software and associated
|
||||
documentation is restricted to current Apple Mfi licensees in accordance with
|
||||
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.
|
||||
|
||||
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
|
||||
Licensed Software, examples and related documentation is subject to the
|
||||
following:
|
||||
|
||||
(1) Use of Software is limited to Authorized System only
|
||||
|
||||
(2) In no event may Licensee Sublicense the Software
|
||||
|
||||
(3) AU-ZONE TECHNOLOGIES SHALL NOT BE LIABLE FOR USE OF LICENSED
|
||||
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
|
||||
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,
|
||||
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
|
||||
|
@ -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.
|
||||
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
|
||||
evaluation and demonstration only. Permitted distributions must be similarly
|
||||
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
|
||||
distributed with all example projects and in the documentation and the
|
||||
additional clause described below.
|
||||
|
||||
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
|
||||
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
|
||||
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
|
||||
use the RivieraWaves intellectual property licensed under this Agreement if you
|
||||
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
|
||||
reproduce and distribute this software in source code form from SanDisk.
|
||||
Please follow these easy steps to obtain the license and software:
|
||||
|
||||
(1) Contact your local SanDisk sales representative to obtain the SanDisk
|
||||
License Agreement.
|
||||
|
||||
(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
|
||||
executed by SanDisk.
|
||||
|
||||
(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
|
||||
compatible with a SanDisk Secure Digital Card. You may not use the SanDisk
|
||||
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
|
||||
documentation is subject to the following:
|
||||
|
||||
(1) Synopsys is third-party beneficiaries of, and thus may enforce against you,
|
||||
the license restrictions and confidentiality obligations in this agreement with
|
||||
respect to their intellectual property and proprietary information.
|
||||
|
||||
(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
|
||||
in this Agreement.
|
||||
|
@ -642,13 +730,17 @@ in this Agreement.
|
|||
Synopsys/Target Compiler Technologies: Your use of the Synopsys/Target Compiler
|
||||
Technologies Licensed Software and related documentation is subject to the
|
||||
following:
|
||||
|
||||
(1) Duration of the license for the Licensed Software is limited to 12 months,
|
||||
unless otherwise specified in the license file.
|
||||
|
||||
(2) The Licensed Software is usable by one user at a time on a single
|
||||
designated computer, unless otherwise agreed by Synopsys.
|
||||
|
||||
(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
|
||||
form.
|
||||
|
||||
(4) The Licensed Software is not sub-licensable.
|
||||
|
||||
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
|
||||
qualifying any modifications or derivatives with the Bluetooth SIG and any
|
||||
other qualifying bodies.
|
||||
|
||||
TARA Systems: Use of TARA Systems GUI technology Embedded Wizard is limited to
|
||||
evaluation and demonstration only. Permitted distributions must be similarly
|
||||
limited. Further rights must be obtained directly from TARA Systems.
|
||||
|
|
Loading…
Reference in a new issue