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EULA.txt: move to top level so it aligns to all firmware distributions
Signed-off-by: Lauren Post <lauren.post@nxp.com>
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Lauren Post
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LA_OPT_NXP_Software_License v5 January 2019
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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
|
||||
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
|
||||
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,
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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
|
||||
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
|
||||
"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
|
||||
materials (the "Licensed Software"). The Licensed Software may include any
|
||||
updates or error corrections or documentation relating to the 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 not destroy will
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||||
continue to be governed by this Agreement. Your prior use will also continue to
|
||||
be governed by this Agreement.
|
||||
1. DEFINITIONS
|
||||
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
|
||||
common Control with such party; where "Control" means the direct or 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
|
||||
performing similar functions. An entity is considered an Affiliate only so long
|
||||
as such Control exists.
|
||||
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
|
||||
exclusively in connection with an NXP Product and with which the Licensed
|
||||
Software will be integrated.
|
||||
1.3. "Derivative Work" means a work based upon one or more pre-existing
|
||||
works. A work consisting of editorial revisions, annotations, elaborations, or
|
||||
other modifications which, as a whole, represent an original work of
|
||||
authorship, is a Derivative Work.
|
||||
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.
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||||
1.5 "NXP Product" means a programmable processing unit (e.g. a
|
||||
microprocessor, microcontroller, sensor or digital signal processor) supplied
|
||||
directly or indirectly from NXP or an NXP Affiliate.
|
||||
1.6 "Software Content Register" means the documentation which may
|
||||
accompany the Licensed Software which identifies the contents of the Licensed
|
||||
Software, including but not limited to identification of any Third Party
|
||||
Software, if any, and may also contain other related information as whether the
|
||||
license in 2.3 is applicable.
|
||||
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,
|
||||
and to which different license terms may apply.
|
||||
2. LICENSE GRANT.
|
||||
2.1. If you are not expressly granted the production use license in
|
||||
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
|
||||
production use license in Section 2.3 in the Software Content Register, then
|
||||
you are granted the rights in both Section 2.2 and 2.3.
|
||||
2.2. Internal Use License. Subject to the terms and conditions of this
|
||||
Agreement, NXP grants you a worldwide, personal, non-transferable,
|
||||
non-exclusive, non-sublicensable license, solely for the development of an
|
||||
Authorized System:
|
||||
(a) to use and reproduce the Licensed Software (and its Derivative Works
|
||||
prepared under the license in Section 2.2(b)); and
|
||||
(b) for Licensed Software provided to you in source code form (human
|
||||
readable), to prepare Derivative Works of the Licensed Software.
|
||||
You may not distribute or sublicense the Licensed Software to others under the
|
||||
license granted in this Section 2.2.
|
||||
2.3. Production Use License. If expressly authorized in the Software
|
||||
Content Register, subject to the terms and conditions of this Agreement, NXP
|
||||
grants you a worldwide, personal, non-transferable, non-exclusive,
|
||||
non-sublicensable license solely in connection with your 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
|
||||
2.2(b)) in object code (machine readable format) only as part of, or embedded
|
||||
within, Authorized Systems and not on a standalone basis. 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
|
||||
(b) to copy and distribute as needed, solely in connection with an
|
||||
Authorized System, non-confidential NXP information provided as part of the
|
||||
Licensed Software for the purpose of maintaining and supporting Authorized
|
||||
Systems with which the Licensed Software is integrated.
|
||||
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
|
||||
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
|
||||
Appendix A.
|
||||
2.5. You may use subcontractors on your premises 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 subcontractor containing confidentiality
|
||||
restrictions no less stringent than those contained in this Agreement. You will
|
||||
remain liable for your 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 the Licensed Software.
|
||||
3. LICENSE LIMITATIONS AND RESTRICTIONS.
|
||||
3.1. The licenses granted above in Section 2 only extend to NXP
|
||||
Intellectual Property Rights that would be infringed by the unmodified Licensed
|
||||
Software prior to your preparation of any Derivative Work.
|
||||
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
|
||||
and cannot be assigned or transferred. You are expressly forbidden from selling
|
||||
or otherwise distributing the Licensed Software, or any portion thereof, except
|
||||
as expressly permitted herein. This Agreement does not grant to you any implied
|
||||
rights under any NXP or third party Intellectual Property Rights.
|
||||
3.3. You may not translate, reverse engineer, decompile, or disassemble
|
||||
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
|
||||
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
|
||||
Licensed Software.
|
||||
3.5. If you distribute the Licensed Software to the United States
|
||||
Government, then the Licensed Software is "restricted computer software" and is
|
||||
subject to FAR 52.227-19.
|
||||
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).
|
||||
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
|
||||
license that requires, as a condition of use, modification or distribution of
|
||||
software subject to the Excluded License, that such software or other software
|
||||
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;
|
||||
or (iii) redistributable at no charge.
|
||||
3.8. You may not publish or distribute information, results or data
|
||||
associated with the use of the Licensed Software to anyone other than NXP;
|
||||
however, you must advise NXP of any results obtained including any problems or
|
||||
suggested improvements thereof. NXP retains the right to use such results and
|
||||
related information in any manner it deems appropriate
|
||||
4. OPEN SOURCE. Open source software included in the Licensed
|
||||
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
|
||||
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.
|
||||
You must agree to the terms of each applicable license, or you cannot use the
|
||||
open source software.
|
||||
5. INTELLECTUAL PROPERTY RIGHTS. Your modifications to the Licensed
|
||||
Software, and all Intellectual Property Rights associated with, and title
|
||||
thereto, will be the property of NXP. Upon request, you must provide NXP the
|
||||
source code of any derivative of the Licensed Software. You agree to assign
|
||||
all, and hereby do assign all rights, title, and interest to any such
|
||||
modifications to the Licensed Software to NXP and agree to provide all
|
||||
assistance reasonably requested by NXP to establish, preserve or enforce such
|
||||
right. Further, you agree to waive all moral rights relating to your
|
||||
modifications to the Licensed Software, including, without limitation, all
|
||||
rights of identification of authorship and all rights of approval, restriction,
|
||||
or limitation on use or subsequent modification. Notwithstanding the foregoing,
|
||||
you will have the license rights granted in Section 2 hereto to any such
|
||||
modifications made by you or your subcontractor.
|
||||
6. PATENT COVENANT NOT TO SUE. As partial, material consideration for the
|
||||
rights granted to you under this Agreement, you covenant not to sue or
|
||||
otherwise assert your patents against NXP or an NXP Affiliate, or a NXP
|
||||
licensee of the Licensed Software for infringement of your Intellectual
|
||||
Property Rights by the manufacture, use, sale, offer for sale, importation or
|
||||
other disposition or promotion of the Licensed Software and/or any
|
||||
redistributed portions of the Licensed Software.
|
||||
7. 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
|
||||
Authorized System (whether or not as part of the Licensed Software).
|
||||
8. TERM AND TERMINATION. This Agreement will remain in effect unless
|
||||
terminated as provided in this Section.
|
||||
8.1. You may terminate this Agreement immediately upon written notice
|
||||
to NXP at the address provided below.
|
||||
8.2. 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.
|
||||
8.3. 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,
|
||||
insolvent, or file a petition for bankruptcy or insolvency; make an assignment
|
||||
for the benefit of its creditors; enter proceedings for winding up or
|
||||
dissolution; are dissolved; or are nationalized or become subject to the
|
||||
expropriation of all or substantially all of your business or assets.
|
||||
8.4. Upon termination of this Agreement, all licenses granted under
|
||||
Section 2 will expire.
|
||||
8.5. 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.
|
||||
8.6. Notwithstanding the termination of this Agreement for any reason,
|
||||
the terms of Sections 1 and 3 through 25 will survive.
|
||||
9. 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
|
||||
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.
|
||||
10. 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,
|
||||
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).
|
||||
11. 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
|
||||
permitted) of the Licensed Software or (2) your violation of the terms and
|
||||
conditions of this Agreement.
|
||||
12. LIMITATION OF LIABILITY. EXCLUDING LIABILITY FOR A BREACH OF
|
||||
SECTION 2 (LICENSE GRANTS), SECTION 3 (LICENSE LIMITATIONS AND RESTRICTIONS),
|
||||
SECTION 17 (CONFIDENTIAL INFORMATION), OR CLAIMS UNDER SECTION 11(INDEMNITY),
|
||||
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
|
||||
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.
|
||||
13. 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 prohibited party lists issued by
|
||||
other federal governments), Catch-all regulations and all national and
|
||||
international embargoes. Each party further agrees that it will not knowingly
|
||||
transfer, divert, export or re-export, directly or indirectly, any product,
|
||||
software, including software source code, or technology restricted by such
|
||||
regulations or by other applicable national regulations, received from the
|
||||
other party under this Agreement, or any direct product of such software or
|
||||
technical data to any person, firm, entity, country 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.
|
||||
14. GOVERNMENT CONTRACT COMPLIANCE
|
||||
14.1. 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
|
||||
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.
|
||||
14.2. 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
|
||||
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.
|
||||
15. CRITICAL APPLICATIONS
|
||||
15.1. You make the ultimate design decisions regarding your products and
|
||||
are solely responsible for compliance with all legal, regulatory, safety, and
|
||||
security related requirements concerning your products, regardless of any
|
||||
information or support that may be provided by NXP. The Licensed Software is
|
||||
not designed for use in connection with products, applications, or systems
|
||||
where a failure could cause personal injury or death. If Licensee's, or
|
||||
Licensee's contractors or distributees, permit use of the Licensed Software for
|
||||
such products, applications, or systems, Licensee agrees to indemnify NXP and
|
||||
its officers and employees from all liability, including attorneys' fees and
|
||||
costs.
|
||||
16. 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
|
||||
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.
|
||||
17. 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
|
||||
confidence perpetually. You may not disclose any part of the Licensed Software
|
||||
to anyone other than distributees in accordance with Section 2.3 and employees,
|
||||
or subcontractors in accordance with Section 2.5, who have a need to know of
|
||||
the Licensed Software and who have executed written agreements obligating them
|
||||
to protect such Licensed Software to at least the same degree of
|
||||
confidentiality as in this Agreement. You agree to use the same degree of care,
|
||||
but no less than a reasonable degree of care, with the Licensed Software as you
|
||||
do with your own confidential information. You may disclose Licensed Software
|
||||
to the extent required by a court or under operation of law or order provided
|
||||
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.
|
||||
18. TRADEMARKS. You are not authorized to use any NXP trademarks, brand
|
||||
names, or logos.
|
||||
19 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.
|
||||
20. 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
|
||||
invalid or unenforceable provision is further held to deprive you or NXP of a
|
||||
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.
|
||||
21. 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.
|
||||
22. 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,
|
||||
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.
|
||||
23. 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.
|
||||
High Tech Campus 60
|
||||
5656 AG Eindhoven
|
||||
The Netherlands
|
||||
ATTN: Legal Department
|
||||
|
||||
You: The address provided at registration will be used.
|
||||
24. 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.
|
||||
25. 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.
|
||||
|
||||
|
||||
|
||||
|
||||
APPENDIX A
|
||||
Other License Grants and Restrictions:
|
||||
|
||||
The Licensed Software may include some or all of the following software, which
|
||||
is either 1) Third Party Software or 2) NXP proprietary software subject to
|
||||
different terms than those in the Agreement. If the Software Content Register
|
||||
that accompanies the Licensed Software identifies any of the following Third
|
||||
Party Software or specific components of the NXP proprietary software, the
|
||||
following terms apply to the extent they deviate from the terms in the
|
||||
Agreement:
|
||||
|
||||
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". Amazon is a third-party beneficiary to this
|
||||
Agreement with respect to the Amazon software.
|
||||
|
||||
Amphion Semiconductor Ltd.: Distribution of Amphion software must be a part of,
|
||||
or embedded within, Authorized Systems that include an Amphion Video Decoder.
|
||||
|
||||
Atheros: Use of Atheros software is limited to evaluation and demonstration
|
||||
only. Permitted distributions must be similarly limited. Further rights must
|
||||
be obtained directly from Atheros.
|
||||
|
||||
ATI (AMD): Distribution of ATI software must be a part of, or embedded within,
|
||||
Authorized Systems that include a ATI graphics processor core.
|
||||
|
||||
Broadcom Corporation: Your use of Broadcom Corporation software is restricted
|
||||
to Authorized Systems that incorporate a compatible integrated circuit device
|
||||
manufactured or sold by Broadcom.
|
||||
|
||||
Cadence Design Systems: Use of Cadence audio codec software is limited to
|
||||
distribution only of one copy per single NXP Product. The license granted
|
||||
herein to the Cadence Design Systems HiFi aacPlus Audio Decoder software does
|
||||
not include a license to the AAC family of technologies which you or your
|
||||
customer may need to obtain. Configuration tool outputs may only be distributed
|
||||
by licensees of the relevant Cadence SDK and distribution is limited to
|
||||
distribution of one copy embedded in a single NXP Product.
|
||||
|
||||
Cirque Corporation: Use of Cirque Corporation technology is limited to
|
||||
evaluation, demonstration, or certification testing only. Permitted
|
||||
distributions must be similarly limited. Further rights, including but not
|
||||
limited to ANY commercial distribution rights, must be obtained directly from
|
||||
Cirque Corporation.
|
||||
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.
|
||||
|
||||
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.
|
||||
|
||||
Cypress Semiconductor Corporation: WWD RTOS source code may only be used in
|
||||
accordance with the Cypress IOT Community License Agreement located at
|
||||
https://community.cypress.com/terms-and-conditions!input.jspa?displayOnly=true.
|
||||
|
||||
Future Technology Devices International Ltd.: Future Technology Devices
|
||||
International software must be used consistent with the terms found here:
|
||||
http://www.ftdichip.com/Drivers/FTDriverLicenceTerms.htm
|
||||
|
||||
Global Locate (Broadcom Corporation): Use of Global Locate, Inc. software is
|
||||
limited to evaluation and demonstration only. Permitted distributions must be
|
||||
similarly limited. Further rights must be obtained from Global Locate.
|
||||
|
||||
Microsoft: Except for Microsoft PlayReady software, if the Licensed Software
|
||||
includes software owned by Microsoft Corporation ("Microsoft"), it is subject
|
||||
to the terms of your license with Microsoft (the "Microsoft Underlying Licensed
|
||||
Software") and as such, NXP grants no license to you, beyond evaluation and
|
||||
demonstration in connection with NXP processors, in the Microsoft Underlying
|
||||
Licensed Software. You must separately obtain rights beyond evaluation and
|
||||
demonstration in connection with the Microsoft Underlying Licensed Software
|
||||
from Microsoft. Microsoft does not provide support services for the components
|
||||
provided to you through this Agreement. If you have any questions or require
|
||||
technical assistance, please contact NXP. Microsoft Corporation is a third
|
||||
party beneficiary to this Agreement with the right to enforce the terms of this
|
||||
Agreement. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MICROSOFT AND ITS
|
||||
AFFILIATES DISCLAIM ANY WARRANTIES FOR THE MICROSOFT UNDERLYING LICENSED
|
||||
SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MICROSOFT NOR ITS
|
||||
AFFILIATES WILL BE LIABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY
|
||||
DIRECT, 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, ARISING
|
||||
FROM THE FROM THE USE OF THE MICROSOFT UNDERLYING LICENSED SOFTWARE. With
|
||||
respect to the Microsoft PlayReady software, you will have the license rights
|
||||
granted in Section 2, provided that you may not use the Microsoft PlayReady
|
||||
software unless you have entered into a Microsoft PlayReady Master Agreement
|
||||
and license directly with Microsoft.
|
||||
|
||||
MindTree: Notwithstanding the terms contained in Section 2.3 (a), if the
|
||||
Licensed Software includes proprietary software of MindTree in source code
|
||||
format, Licensee may make modifications and create derivative works only to the
|
||||
extent necessary for debugging of the Licensed Software.
|
||||
|
||||
MM SOLUTIONS EAD: Use of MM SOLUTIONS 2A (Auto Exposure and Auto White
|
||||
Balance) software is limited to evaluation and demonstration only. Permitted
|
||||
distributions must be similarly limited. Further rights must be obtained
|
||||
directly from MM SOLUTIONS.
|
||||
|
||||
MPEG LA: Use of MPEG LA audio or video codec technology is limited to
|
||||
evaluation and demonstration only. Permitted distributions must be similarly
|
||||
limited. Further rights must be obtained directly from MPEG LA.
|
||||
|
||||
MQX RTOS Code: MQX RTOS source code may not be re-distributed by any NXP
|
||||
Licensee under any circumstance, even by a signed written amendment to this
|
||||
Agreement.
|
||||
|
||||
NXP Wireless Charging Library: License to the Software is limited to use in
|
||||
inductive coupling or wireless charging applications
|
||||
|
||||
Opus: Use of Opus software must be consistent with the terms of the Opus
|
||||
license which can be found at: http://www.opus-codec.org/license/
|
||||
|
||||
Oracle JRE (Java): The Oracle JRE must be used consistent with terms found
|
||||
here: http://java.com/license
|
||||
|
||||
P&E Micro: P&E Software must be used consistent with the terms found here:
|
||||
http://www.pemicro.com/licenses/gdbserver/license_gdb.pdf
|
||||
|
||||
Pro Design Electronic: Licensee may not modify, create derivative works based
|
||||
on, or copy the Pro Design software, documentation, hardware execution key or
|
||||
the accompanying materials. Licensee shall not use Pro Design's or any of its
|
||||
licensors names, logos or trademarks to market the Authorized System. Only NXP
|
||||
customers and distributors are permitted to further redistribute the Pro Design
|
||||
software and only as part of an Authorized System which contains the Pro Design
|
||||
software.
|
||||
|
||||
Qualcomm Atheros, Inc.: Notwithstanding anything in this Agreement, Qualcomm
|
||||
Atheros, Inc. Wi-Fi software must be used strictly in accordance with the
|
||||
Qualcomm Atheros, Inc. Technology License Agreement that accompanies such
|
||||
software. Any other use is expressly prohibited.
|
||||
|
||||
Real Networks - GStreamer Optimized Real Format Client Code implementation or
|
||||
OpenMax Optimized Real Format Client Code: Use of the GStreamer Optimized Real
|
||||
Format Client Code, or OpenMax Optimized Real Format Client code is restricted
|
||||
to applications in the automotive market. Licensee must be a final
|
||||
manufacturer in good standing with a current license with Real Networks for the
|
||||
commercial use and distribution of products containing the GStreamer Optimized
|
||||
Real Format Client Code implementation or OpenMax Optimized Real Format Client
|
||||
Code
|
||||
|
||||
Real Time Engineers Ltd.: Any FreeRTOS source code, whether modified or in its
|
||||
original release form, or whether in whole or in part, can only be distributed
|
||||
by you under the terms of version 2 of the GNU General Public License plus this
|
||||
exception. An independent module is a module which is not derived from or
|
||||
based on FreeRTOS.
|
||||
Clause 1: Linking FreeRTOS with other modules is making a combined work based
|
||||
on FreeRTOS. Thus, the terms and conditions of the GNU General Public License
|
||||
V2 cover the whole combination.
|
||||
As a special exception, the copyright holders of FreeRTOS give you permission
|
||||
to link FreeRTOS with independent modules to produce a statically linked
|
||||
executable, regardless of the license terms of these independent modules, and
|
||||
to copy and distribute the resulting executable under terms of your choice,
|
||||
provided that you also meet, for each linked independent module, the terms and
|
||||
conditions of the license of that module. An independent module is a module
|
||||
which is not derived from or based on FreeRTOS.
|
||||
Clause 2: FreeRTOS 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 Real Time Engineers Ltd. (this is the norm
|
||||
within the industry and is intended to ensure information accuracy).
|
||||
|
||||
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
|
||||
intellectual property. Such use constitutes a breach of this Agreement. Any
|
||||
such use rights must be obtained directly from RivieraWaves.
|
||||
|
||||
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
|
||||
all rights to any modifications or derivative works to the SanDisk Corporation
|
||||
Licensed Software that you may create.
|
||||
|
||||
SEGGER Microcontroller - emWin Software: Your use of SEGGER emWin software is
|
||||
restricted to NXP ARM7, ARM9, Cortex-M0, Cortex-M3, and Cortex-M4 based devices
|
||||
only.
|
||||
|
||||
SEGGER Microcontroller - J-Link/J-Trace Software: Segger software must be used
|
||||
consistent with the terms found here: http://www.segger.com/jlink-software.html
|
||||
|
||||
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.
|
||||
|
||||
Texas Instruments: Your use of Texas Instruments Inc. WiLink8 Licensed Software
|
||||
is restricted to NXP SoC based systems that include a compatible connectivity
|
||||
device manufactured by TI.
|
||||
|
||||
Vivante: Distribution of Vivante software must be a part of, or embedded
|
||||
within, Authorized Systems that include a Vivante Graphics Processing Unit.
|
||||
|
||||
|
|
@ -1,555 +0,0 @@
|
|||
LA_OPT_NXP_Software_License v5 January 2019
|
||||
IMPORTANT. Read the following NXP Software License Agreement ("Agreement")
|
||||
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
|
||||
conflict between the terms of this Agreement and any license terms and
|
||||
conditions for NXP's proprietary software embedded anywhere in the Licensed
|
||||
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,
|
||||
then that agreement shall govern your use of the Licensed Software and shall
|
||||
supersede this Agreement.
|
||||
|
||||
NXP SOFTWARE LICENSE AGREEMENT
|
||||
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
|
||||
"Licensee"), and NXP B.V. ("NXP"). It concerns your rights to use the software
|
||||
provided to you in binary or source code form and any accompanying written
|
||||
materials (the "Licensed Software"). The Licensed Software may include any
|
||||
updates or error corrections or documentation relating to the 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 not destroy will
|
||||
continue to be governed by this Agreement. Your prior use will also continue to
|
||||
be governed by this Agreement.
|
||||
1. DEFINITIONS
|
||||
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
|
||||
common Control with such party; where "Control" means the direct or 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
|
||||
performing similar functions. An entity is considered an Affiliate only so long
|
||||
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
|
||||
exclusively in connection with an NXP Product and with which the Licensed
|
||||
Software will be integrated.
|
||||
1.3. "Derivative Work" means a work based upon one or more pre-existing
|
||||
works. A work consisting of editorial revisions, annotations, elaborations, or
|
||||
other modifications which, as a whole, represent an original work of
|
||||
authorship, is a Derivative Work.
|
||||
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.
|
||||
1.5 "NXP Product" means a programmable processing unit (e.g. a
|
||||
microprocessor, microcontroller, sensor or digital signal processor) supplied
|
||||
directly or indirectly from NXP or an NXP Affiliate.
|
||||
1.6 "Software Content Register" means the documentation which may
|
||||
accompany the Licensed Software which identifies the contents of the Licensed
|
||||
Software, including but not limited to identification of any Third Party
|
||||
Software, if any, and may also contain other related information as whether the
|
||||
license in 2.3 is applicable.
|
||||
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,
|
||||
and to which different license terms may apply.
|
||||
2. LICENSE GRANT.
|
||||
2.1. If you are not expressly granted the production use license in
|
||||
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
|
||||
production use license in Section 2.3 in the Software Content Register, then
|
||||
you are granted the rights in both Section 2.2 and 2.3.
|
||||
2.2. Internal Use License. Subject to the terms and conditions of this
|
||||
Agreement, NXP grants you a worldwide, personal, non-transferable,
|
||||
non-exclusive, non-sublicensable license, solely for the development of an
|
||||
Authorized System:
|
||||
(a) to use and reproduce the Licensed Software (and its Derivative Works
|
||||
prepared under the license in Section 2.2(b)); and
|
||||
(b) for Licensed Software provided to you in source code form (human
|
||||
readable), to prepare Derivative Works of the Licensed Software.
|
||||
You may not distribute or sublicense the Licensed Software to others under the
|
||||
license granted in this Section 2.2.
|
||||
2.3. Production Use License. If expressly authorized in the Software
|
||||
Content Register, subject to the terms and conditions of this Agreement, NXP
|
||||
grants you a worldwide, personal, non-transferable, non-exclusive,
|
||||
non-sublicensable license solely in connection with your 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
|
||||
2.2(b)) in object code (machine readable format) only as part of, or embedded
|
||||
within, Authorized Systems and not on a standalone basis. 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
|
||||
(b) to copy and distribute as needed, solely in connection with an
|
||||
Authorized System, non-confidential NXP information provided as part of the
|
||||
Licensed Software for the purpose of maintaining and supporting Authorized
|
||||
Systems with which the Licensed Software is integrated.
|
||||
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
|
||||
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
|
||||
Appendix A.
|
||||
2.5. You may use subcontractors on your premises 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 subcontractor containing confidentiality
|
||||
restrictions no less stringent than those contained in this Agreement. You will
|
||||
remain liable for your 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 the Licensed Software.
|
||||
3. LICENSE LIMITATIONS AND RESTRICTIONS.
|
||||
3.1. The licenses granted above in Section 2 only extend to NXP
|
||||
Intellectual Property Rights that would be infringed by the unmodified Licensed
|
||||
Software prior to your preparation of any Derivative Work.
|
||||
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
|
||||
and cannot be assigned or transferred. You are expressly forbidden from selling
|
||||
or otherwise distributing the Licensed Software, or any portion thereof, except
|
||||
as expressly permitted herein. This Agreement does not grant to you any implied
|
||||
rights under any NXP or third party Intellectual Property Rights.
|
||||
3.3. You may not translate, reverse engineer, decompile, or disassemble
|
||||
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
|
||||
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
|
||||
Licensed Software.
|
||||
3.5. If you distribute the Licensed Software to the United States
|
||||
Government, then the Licensed Software is "restricted computer software" and is
|
||||
subject to FAR 52.227-19.
|
||||
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).
|
||||
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
|
||||
license that requires, as a condition of use, modification or distribution of
|
||||
software subject to the Excluded License, that such software or other software
|
||||
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;
|
||||
or (iii) redistributable at no charge.
|
||||
3.8. You may not publish or distribute information, results or data
|
||||
associated with the use of the Licensed Software to anyone other than NXP;
|
||||
however, you must advise NXP of any results obtained including any problems or
|
||||
suggested improvements thereof. NXP retains the right to use such results and
|
||||
related information in any manner it deems appropriate
|
||||
4. OPEN SOURCE. Open source software included in the Licensed
|
||||
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
|
||||
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.
|
||||
You must agree to the terms of each applicable license, or you cannot use the
|
||||
open source software.
|
||||
5. INTELLECTUAL PROPERTY RIGHTS. Your modifications to the Licensed
|
||||
Software, and all Intellectual Property Rights associated with, and title
|
||||
thereto, will be the property of NXP. Upon request, you must provide NXP the
|
||||
source code of any derivative of the Licensed Software. You agree to assign
|
||||
all, and hereby do assign all rights, title, and interest to any such
|
||||
modifications to the Licensed Software to NXP and agree to provide all
|
||||
assistance reasonably requested by NXP to establish, preserve or enforce such
|
||||
right. Further, you agree to waive all moral rights relating to your
|
||||
modifications to the Licensed Software, including, without limitation, all
|
||||
rights of identification of authorship and all rights of approval, restriction,
|
||||
or limitation on use or subsequent modification. Notwithstanding the foregoing,
|
||||
you will have the license rights granted in Section 2 hereto to any such
|
||||
modifications made by you or your subcontractor.
|
||||
6. PATENT COVENANT NOT TO SUE. As partial, material consideration for the
|
||||
rights granted to you under this Agreement, you covenant not to sue or
|
||||
otherwise assert your patents against NXP or an NXP Affiliate, or a NXP
|
||||
licensee of the Licensed Software for infringement of your Intellectual
|
||||
Property Rights by the manufacture, use, sale, offer for sale, importation or
|
||||
other disposition or promotion of the Licensed Software and/or any
|
||||
redistributed portions of the Licensed Software.
|
||||
7. 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
|
||||
Authorized System (whether or not as part of the Licensed Software).
|
||||
8. TERM AND TERMINATION. This Agreement will remain in effect unless
|
||||
terminated as provided in this Section.
|
||||
8.1. You may terminate this Agreement immediately upon written notice
|
||||
to NXP at the address provided below.
|
||||
8.2. 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.
|
||||
8.3. 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,
|
||||
insolvent, or file a petition for bankruptcy or insolvency; make an assignment
|
||||
for the benefit of its creditors; enter proceedings for winding up or
|
||||
dissolution; are dissolved; or are nationalized or become subject to the
|
||||
expropriation of all or substantially all of your business or assets.
|
||||
8.4. Upon termination of this Agreement, all licenses granted under
|
||||
Section 2 will expire.
|
||||
8.5. 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.
|
||||
8.6. Notwithstanding the termination of this Agreement for any reason,
|
||||
the terms of Sections 1 and 3 through 25 will survive.
|
||||
9. 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
|
||||
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.
|
||||
10. 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,
|
||||
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).
|
||||
11. 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
|
||||
permitted) of the Licensed Software or (2) your violation of the terms and
|
||||
conditions of this Agreement.
|
||||
12. LIMITATION OF LIABILITY. EXCLUDING LIABILITY FOR A BREACH OF
|
||||
SECTION 2 (LICENSE GRANTS), SECTION 3 (LICENSE LIMITATIONS AND RESTRICTIONS),
|
||||
SECTION 17 (CONFIDENTIAL INFORMATION), OR CLAIMS UNDER SECTION 11(INDEMNITY),
|
||||
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
|
||||
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.
|
||||
13. 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 prohibited party lists issued by
|
||||
other federal governments), Catch-all regulations and all national and
|
||||
international embargoes. Each party further agrees that it will not knowingly
|
||||
transfer, divert, export or re-export, directly or indirectly, any product,
|
||||
software, including software source code, or technology restricted by such
|
||||
regulations or by other applicable national regulations, received from the
|
||||
other party under this Agreement, or any direct product of such software or
|
||||
technical data to any person, firm, entity, country 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.
|
||||
14. GOVERNMENT CONTRACT COMPLIANCE
|
||||
14.1. 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
|
||||
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.
|
||||
14.2. 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
|
||||
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.
|
||||
15. CRITICAL APPLICATIONS
|
||||
15.1. You make the ultimate design decisions regarding your products and
|
||||
are solely responsible for compliance with all legal, regulatory, safety, and
|
||||
security related requirements concerning your products, regardless of any
|
||||
information or support that may be provided by NXP. The Licensed Software is
|
||||
not designed for use in connection with products, applications, or systems
|
||||
where a failure could cause personal injury or death. If Licensee's, or
|
||||
Licensee's contractors or distributees, permit use of the Licensed Software for
|
||||
such products, applications, or systems, Licensee agrees to indemnify NXP and
|
||||
its officers and employees from all liability, including attorneys' fees and
|
||||
costs.
|
||||
16. 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
|
||||
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.
|
||||
17. 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
|
||||
confidence perpetually. You may not disclose any part of the Licensed Software
|
||||
to anyone other than distributees in accordance with Section 2.3 and employees,
|
||||
or subcontractors in accordance with Section 2.5, who have a need to know of
|
||||
the Licensed Software and who have executed written agreements obligating them
|
||||
to protect such Licensed Software to at least the same degree of
|
||||
confidentiality as in this Agreement. You agree to use the same degree of care,
|
||||
but no less than a reasonable degree of care, with the Licensed Software as you
|
||||
do with your own confidential information. You may disclose Licensed Software
|
||||
to the extent required by a court or under operation of law or order provided
|
||||
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.
|
||||
18. TRADEMARKS. You are not authorized to use any NXP trademarks, brand
|
||||
names, or logos.
|
||||
19 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.
|
||||
20. 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
|
||||
invalid or unenforceable provision is further held to deprive you or NXP of a
|
||||
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.
|
||||
21. 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.
|
||||
22. 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,
|
||||
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.
|
||||
23. 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.
|
||||
High Tech Campus 60
|
||||
5656 AG Eindhoven
|
||||
The Netherlands
|
||||
ATTN: Legal Department
|
||||
|
||||
You: The address provided at registration will be used.
|
||||
24. 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.
|
||||
25. 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.
|
||||
|
||||
|
||||
|
||||
|
||||
APPENDIX A
|
||||
Other License Grants and Restrictions:
|
||||
|
||||
The Licensed Software may include some or all of the following software, which
|
||||
is either 1) Third Party Software or 2) NXP proprietary software subject to
|
||||
different terms than those in the Agreement. If the Software Content Register
|
||||
that accompanies the Licensed Software identifies any of the following Third
|
||||
Party Software or specific components of the NXP proprietary software, the
|
||||
following terms apply to the extent they deviate from the terms in the
|
||||
Agreement:
|
||||
|
||||
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". Amazon is a third-party beneficiary to this
|
||||
Agreement with respect to the Amazon software.
|
||||
|
||||
Amphion Semiconductor Ltd.: Distribution of Amphion software must be a part of,
|
||||
or embedded within, Authorized Systems that include an Amphion Video Decoder.
|
||||
|
||||
Atheros: Use of Atheros software is limited to evaluation and demonstration
|
||||
only. Permitted distributions must be similarly limited. Further rights must
|
||||
be obtained directly from Atheros.
|
||||
|
||||
ATI (AMD): Distribution of ATI software must be a part of, or embedded within,
|
||||
Authorized Systems that include a ATI graphics processor core.
|
||||
|
||||
Broadcom Corporation: Your use of Broadcom Corporation software is restricted
|
||||
to Authorized Systems that incorporate a compatible integrated circuit device
|
||||
manufactured or sold by Broadcom.
|
||||
|
||||
Cadence Design Systems: Use of Cadence audio codec software is limited to
|
||||
distribution only of one copy per single NXP Product. The license granted
|
||||
herein to the Cadence Design Systems HiFi aacPlus Audio Decoder software does
|
||||
not include a license to the AAC family of technologies which you or your
|
||||
customer may need to obtain. Configuration tool outputs may only be distributed
|
||||
by licensees of the relevant Cadence SDK and distribution is limited to
|
||||
distribution of one copy embedded in a single NXP Product.
|
||||
|
||||
Cirque Corporation: Use of Cirque Corporation technology is limited to
|
||||
evaluation, demonstration, or certification testing only. Permitted
|
||||
distributions must be similarly limited. Further rights, including but not
|
||||
limited to ANY commercial distribution rights, must be obtained directly from
|
||||
Cirque Corporation.
|
||||
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.
|
||||
|
||||
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.
|
||||
|
||||
Cypress Semiconductor Corporation: WWD RTOS source code may only be used in
|
||||
accordance with the Cypress IOT Community License Agreement located at
|
||||
https://community.cypress.com/terms-and-conditions!input.jspa?displayOnly=true.
|
||||
|
||||
Future Technology Devices International Ltd.: Future Technology Devices
|
||||
International software must be used consistent with the terms found here:
|
||||
http://www.ftdichip.com/Drivers/FTDriverLicenceTerms.htm
|
||||
|
||||
Global Locate (Broadcom Corporation): Use of Global Locate, Inc. software is
|
||||
limited to evaluation and demonstration only. Permitted distributions must be
|
||||
similarly limited. Further rights must be obtained from Global Locate.
|
||||
|
||||
Microsoft: Except for Microsoft PlayReady software, if the Licensed Software
|
||||
includes software owned by Microsoft Corporation ("Microsoft"), it is subject
|
||||
to the terms of your license with Microsoft (the "Microsoft Underlying Licensed
|
||||
Software") and as such, NXP grants no license to you, beyond evaluation and
|
||||
demonstration in connection with NXP processors, in the Microsoft Underlying
|
||||
Licensed Software. You must separately obtain rights beyond evaluation and
|
||||
demonstration in connection with the Microsoft Underlying Licensed Software
|
||||
from Microsoft. Microsoft does not provide support services for the components
|
||||
provided to you through this Agreement. If you have any questions or require
|
||||
technical assistance, please contact NXP. Microsoft Corporation is a third
|
||||
party beneficiary to this Agreement with the right to enforce the terms of this
|
||||
Agreement. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MICROSOFT AND ITS
|
||||
AFFILIATES DISCLAIM ANY WARRANTIES FOR THE MICROSOFT UNDERLYING LICENSED
|
||||
SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MICROSOFT NOR ITS
|
||||
AFFILIATES WILL BE LIABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY
|
||||
DIRECT, 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, ARISING
|
||||
FROM THE FROM THE USE OF THE MICROSOFT UNDERLYING LICENSED SOFTWARE. With
|
||||
respect to the Microsoft PlayReady software, you will have the license rights
|
||||
granted in Section 2, provided that you may not use the Microsoft PlayReady
|
||||
software unless you have entered into a Microsoft PlayReady Master Agreement
|
||||
and license directly with Microsoft.
|
||||
|
||||
MindTree: Notwithstanding the terms contained in Section 2.3 (a), if the
|
||||
Licensed Software includes proprietary software of MindTree in source code
|
||||
format, Licensee may make modifications and create derivative works only to the
|
||||
extent necessary for debugging of the Licensed Software.
|
||||
|
||||
MM SOLUTIONS EAD: Use of MM SOLUTIONS 2A (Auto Exposure and Auto White
|
||||
Balance) software is limited to evaluation and demonstration only. Permitted
|
||||
distributions must be similarly limited. Further rights must be obtained
|
||||
directly from MM SOLUTIONS.
|
||||
|
||||
MPEG LA: Use of MPEG LA audio or video codec technology is limited to
|
||||
evaluation and demonstration only. Permitted distributions must be similarly
|
||||
limited. Further rights must be obtained directly from MPEG LA.
|
||||
|
||||
MQX RTOS Code: MQX RTOS source code may not be re-distributed by any NXP
|
||||
Licensee under any circumstance, even by a signed written amendment to this
|
||||
Agreement.
|
||||
|
||||
NXP Wireless Charging Library: License to the Software is limited to use in
|
||||
inductive coupling or wireless charging applications
|
||||
|
||||
Opus: Use of Opus software must be consistent with the terms of the Opus
|
||||
license which can be found at: http://www.opus-codec.org/license/
|
||||
|
||||
Oracle JRE (Java): The Oracle JRE must be used consistent with terms found
|
||||
here: http://java.com/license
|
||||
|
||||
P&E Micro: P&E Software must be used consistent with the terms found here:
|
||||
http://www.pemicro.com/licenses/gdbserver/license_gdb.pdf
|
||||
|
||||
Pro Design Electronic: Licensee may not modify, create derivative works based
|
||||
on, or copy the Pro Design software, documentation, hardware execution key or
|
||||
the accompanying materials. Licensee shall not use Pro Design's or any of its
|
||||
licensors names, logos or trademarks to market the Authorized System. Only NXP
|
||||
customers and distributors are permitted to further redistribute the Pro Design
|
||||
software and only as part of an Authorized System which contains the Pro Design
|
||||
software.
|
||||
|
||||
Qualcomm Atheros, Inc.: Notwithstanding anything in this Agreement, Qualcomm
|
||||
Atheros, Inc. Wi-Fi software must be used strictly in accordance with the
|
||||
Qualcomm Atheros, Inc. Technology License Agreement that accompanies such
|
||||
software. Any other use is expressly prohibited.
|
||||
|
||||
Real Networks - GStreamer Optimized Real Format Client Code implementation or
|
||||
OpenMax Optimized Real Format Client Code: Use of the GStreamer Optimized Real
|
||||
Format Client Code, or OpenMax Optimized Real Format Client code is restricted
|
||||
to applications in the automotive market. Licensee must be a final
|
||||
manufacturer in good standing with a current license with Real Networks for the
|
||||
commercial use and distribution of products containing the GStreamer Optimized
|
||||
Real Format Client Code implementation or OpenMax Optimized Real Format Client
|
||||
Code
|
||||
|
||||
Real Time Engineers Ltd.: Any FreeRTOS source code, whether modified or in its
|
||||
original release form, or whether in whole or in part, can only be distributed
|
||||
by you under the terms of version 2 of the GNU General Public License plus this
|
||||
exception. An independent module is a module which is not derived from or
|
||||
based on FreeRTOS.
|
||||
Clause 1: Linking FreeRTOS with other modules is making a combined work based
|
||||
on FreeRTOS. Thus, the terms and conditions of the GNU General Public License
|
||||
V2 cover the whole combination.
|
||||
As a special exception, the copyright holders of FreeRTOS give you permission
|
||||
to link FreeRTOS with independent modules to produce a statically linked
|
||||
executable, regardless of the license terms of these independent modules, and
|
||||
to copy and distribute the resulting executable under terms of your choice,
|
||||
provided that you also meet, for each linked independent module, the terms and
|
||||
conditions of the license of that module. An independent module is a module
|
||||
which is not derived from or based on FreeRTOS.
|
||||
Clause 2: FreeRTOS 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 Real Time Engineers Ltd. (this is the norm
|
||||
within the industry and is intended to ensure information accuracy).
|
||||
|
||||
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
|
||||
intellectual property. Such use constitutes a breach of this Agreement. Any
|
||||
such use rights must be obtained directly from RivieraWaves.
|
||||
|
||||
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
|
||||
all rights to any modifications or derivative works to the SanDisk Corporation
|
||||
Licensed Software that you may create.
|
||||
|
||||
SEGGER Microcontroller - emWin Software: Your use of SEGGER emWin software is
|
||||
restricted to NXP ARM7, ARM9, Cortex-M0, Cortex-M3, and Cortex-M4 based devices
|
||||
only.
|
||||
|
||||
SEGGER Microcontroller - J-Link/J-Trace Software: Segger software must be used
|
||||
consistent with the terms found here: http://www.segger.com/jlink-software.html
|
||||
|
||||
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.
|
||||
|
||||
Texas Instruments: Your use of Texas Instruments Inc. WiLink8 Licensed Software
|
||||
is restricted to NXP SoC based systems that include a compatible connectivity
|
||||
device manufactured by TI.
|
||||
|
||||
Vivante: Distribution of Vivante software must be a part of, or embedded
|
||||
within, Authorized Systems that include a Vivante Graphics Processing Unit.
|
||||
|
||||
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Reference in a new issue