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EULA: Update to v22 version of EULA from April 2018

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Signed-off-by: Lauren Post <lauren.post@nxp.com>
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@ -1,4 +1,4 @@
LA_OPT_BASE_LICENSE v18 February 2017
LA_OPT_BASE_LICENSE v22 April 2018
IMPORTANT. Read the following NXP Software License Agreement ("Agreement")
completely. By selecting the "I Accept" button at the end of this page, you
@ -24,143 +24,138 @@ 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. DEFINITIONS
1.1. For NXP, the term "Affiliate" means (i) any Person
Controlled by NXP Semiconductors N.V. or (ii) any Person Controlled by any
transferee of all or substantially all of the assets of NXP Semiconductors
N.V., where "Controlled" means the direct or indirect beneficial ownership of
more than fifty percent (50%) of the voting stock, or decision-making authority
in the event that there is no voting stock, in another entity; provided, any
such Person described in clause (i) or (ii) shall be deemed to be an
"Affiliate" only for so long as such Person is Controlled by NXP Semiconductors
N.V. or such transferee. For the purposes of this definition, "Person" is
defined to mean "an individual, corporation, partnership, limited liability
company, association, unincorporated association, trust or other entity or
organization, including a government or political subdivision or an agency or
instrumentality thereof."
1.1. For NXP, the term "Affiliate" means (i) any Person Controlled by NXP
Semiconductors N.V. or (ii) any Person Controlled by any transferee of all or
substantially all of the assets of NXP Semiconductors N.V., where "Controlled"
means the direct or indirect beneficial ownership of more than fifty percent
(50%) of the voting stock, or decision-making authority in the event that there
is no voting stock, in another entity; provided, any such Person described in
clause (i) or (ii) shall be deemed to be an "Affiliate" only for so long as
such Person is Controlled by NXP Semiconductors N.V. or such transferee. For
the purposes of this definition, "Person" is defined to mean "an individual,
corporation, partnership, limited liability company, association,
unincorporated association, trust or other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof."
1.2. "Essential Patent" means a patent to the limited extent
that infringement of such patent cannot be avoided in remaining compliant with
the technology standards implicated by the usage of any of the Licensed
Software, including optional implementation of the standards, on technical but
not commercial grounds, taking into account normal technical practice and the
state of the art generally available at the time of standardization.
1.2. "Essential Patent" means a patent to the limited extent that infringement
of such patent cannot be avoided in remaining compliant with the technology
standards implicated by the usage of any of the Licensed Software, including
optional implementation of the standards, on technical but not commercial
grounds, taking into account normal technical practice and the state of the art
generally available at the time of standardization.
1.3. "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,
1.3. "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.
1.4. "Software Content Register" means the documentation
accompanying the Licensed Software which identifies the contents of the
Licensed Software, including but not limited to identification of any Third
Party Software.
1.4. "Software Content Register" means the documentation accompanying the
Licensed Software which identifies the contents of the Licensed Software,
including but not limited to identification of any Third Party Software.
1.5. "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.
1.5. "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. LICENSE GRANT.
2.1. 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 is
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.
2.1. 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 is 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.
2.2. Exclusively in connection with your development and
distribution of product containing a programmable processing unit (e.g. a
microprocessor, microcontroller, sensor or digital signal processor) supplied
directly or indirectly from NXP ("Authorized System") NXP grants you a
world-wide, personal, non-transferable, non-exclusive, non-sublicensable,
license, under NXP's Intellectual Property Rights:
2.2. Exclusively in connection with your development and distribution of
product containing a programmable processing unit (e.g. a microprocessor,
microcontroller, sensor or digital signal processor) ("NXP Product") supplied
directly or indirectly from NXP ("Authorized System"), and exclusively for use
with or integrated within an NXP Product, NXP grants you a world-wide,
personal, non-transferable, non-exclusive, non-sublicensable, license, under
NXP's Intellectual Property Rights:
(a) to use and reproduce the Licensed Software only as part of, or
integrated within, Authorized Systems and not on a standalone basis;
(b) to directly or indirectly manufacture, demonstrate, copy, distribute,
(a) to use and reproduce the Licensed Software only as part of, or integrated
within, Authorized Systems and not on a standalone basis;
(b) to directly or indirectly manufacture, demonstrate, copy, distribute,
market and sell the Licensed Software in object code (machine readable) only as
part of, or embedded within, Authorized Systems in object code form 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.
(c) to copy, use and distribute as needed, solely in connection with an
(c) to copy, use and distribute as needed, solely in connection with an
Authorized System, proprietary NXP information associated with the Licensed
Software for the purpose of developing, maintaining and supporting Authorized
Systems with which the Licensed Software is integrated or associated.
2.3. For NXP Licensed Software provided to you in source code
form (human readable), NXP further grants to you a worldwide, personal,
non-transferable, non-exclusive, non-sublicensable, license, under NXP's
Intellectual Property Rights:
2.3. For Licensed Software provided to you in source code form (human
readable), exclusively for use with or integrated within an NXP Product, NXP
further grants to you a worldwide, personal, non-transferable, non-exclusive,
non-sublicensable, license, under NXP's Intellectual Property Rights:
(a) to prepare derivative works of the Licensed Software, only as part of,
or integrated within, Authorized Systems and not on a standalone basis;
(b) to use, demonstrate, copy, distribute, market and sell the derivative
(a) to prepare derivative works of the Licensed Software, only as part of, or
integrated within, Authorized Systems and not on a standalone basis;
(b) to use, demonstrate, copy, distribute, market and sell the derivative
works of the Licensed Software in object code (machine readable) only as part
of, or integrated 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.
2.4. You may use subcontractors on your premises to exercise your rights under
Section 2.2 and 2.3 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.
2.4. You may use subcontractors on your premises to exercise
your rights under Section 2.2 and 2.3 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.
3.1. The licenses granted above in Section 2.3 only extend to NXP intellectual
property rights that would be infringed by the Licensed Software prior to your
preparation of any derivative work.
3. LICENSE LIMITATIONS AND RESTRICTIONS.
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.
3.1. The licenses granted above in Section 2.3 only extend to
NXP intellectual property rights that would be infringed by the 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.
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 sublicensees
from translating, reverse engineering, decompiling, or disassembling the
3.3. You may not translate, reverse engineer, decompile, or disassemble the
Licensed Software except to the extent applicable law specifically prohibits
such restriction.
such restriction. You must prohibit your sublicensees 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.
3.4. 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 (c)(1) and (c)(2).
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).
3.5. 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 (c)(1) and (c)(2).
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.
3.6. 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).
3.8. 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.
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.
4. OPEN SOURCE. Open source software included in the
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.
@ -168,7 +163,7 @@ 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. Subject to NXP's ownership
5. INTELLECTUAL PROPERTY RIGHTS. Subject to NXP's ownership
interest in the underlying Licensed Software, all intellectual property rights
associated with, and title to, your Authorized System will be retained by or
will vest in you. Your modifications to the Licensed Software, and all
@ -184,65 +179,63 @@ 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 licensees.
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, a NXP Affiliate or subsidiary, 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.
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, a NXP Affiliate or
subsidiary, 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. You are solely responsible for obtaining
7. ESSENTIAL PATENTS. You are solely responsible for obtaining
licenses for any relevant Essential Patents for your use in connection with
technology that you incorporate into your product (whether as part of the
Licensed Software or not).
8. TERM AND TERMINATION. This Agreement will remain in effect
8. TERM AND TERMINATION. This Agreement will remain in effect
unless terminated as provided in this Section 8.
8.1. You may terminate this Agreement immediately upon written
notice to NXP at the address provided below.
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.
8.2. 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 its business or assets.
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 its business or assets.
8.4. Upon termination of this Agreement, all licenses granted under Section 2
will expire, except that any licenses extended to end-users pursuant to
Sections 2.2(b), 2.2(c), and 2.3(b), which have been granted prior to such
termination will survive.
8.4. Upon termination of this Agreement, all licenses granted
under Section 2 will expire, except that any licenses extended to end-users
pursuant to Sections 2.2(b), 2.2(c), and 2.3(b), which have been granted prior
to such termination will survive.
8.5. After termination of this Agreement by either party and upon NXP's written
request, you will, at your discretion, return to the NXP any confidential
information including all copies thereof or furnish to NXP at the address
below, a statement certifying, with respect to the Licensed Software delivered
hereunder that the original and all copies, except for archival copies to be
used solely for dispute resolution purposes, in whole or in part, in any form,
of the Licensed Software have been destroyed.
8.5. After termination of this Agreement by either party and
upon NXP's written request, you will, at your discretion, return to the NXP any
confidential information including all copies thereof or furnish to NXP at the
address below, a statement certifying, with respect to the Licensed Software
delivered hereunder that the original and all copies, except for archival
copies to be used solely for dispute resolution purposes, in whole or in part,
in any form, of the Licensed Software have been destroyed.
8.6. Notwithstanding the termination of this Agreement for any reason, the
terms of Sections 1, 3, 5 through 25 will survive.
8.6. Notwithstanding the termination of this Agreement for any
reason, the terms of Sections 1, 3, 5 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.
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
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
@ -250,13 +243,13 @@ 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 contractors or distributee's use, if
permitted) of the Licensed Software or (2) your violation of the terms and
conditions of this Agreement.
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 contractors 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
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
@ -269,7 +262,7 @@ 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 TO WHICH LOSSES OR DAMAGES ARE CLAIMED.
13. EXPORT COMPLIANCE. Each party shall comply with all applicable
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 Regulations (including prohibited party lists issued
by other federal governments), Catch-all regulations and all national and
@ -283,9 +276,9 @@ 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. GOVERNMENT CONTRACT COMPLIANCE.
14.1. If you sell Authorized Systems directly to any government
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,
@ -294,19 +287,19 @@ 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.
14.2. The Licensed Software has been developed at private
expense and is a "Commercial Item" as defined in 48 C.F.R. §2.101, consisting
of "Commercial Computer Software", and/or "Commercial Computer Software
Documentation," as such terms are used in 48 C.F.R. §12.212 (or 48 C.F.R.
§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. SAFETY CRITICAL APPLICATIONS
15. SAFETY CRITICAL APPLICATIONS
15.1. In some cases, NXP may promote certain Licensed Software
15.1. In some cases, NXP may promote certain Licensed Software
for use in safety-related applications. NXP's goal is to educate licensees so
that they can design their own end-product solutions to meet applicable
functional safety standards and requirements. You make the ultimate design
@ -318,16 +311,17 @@ any claims, liabilities, damages and associated costs and expenses (including
attorneys' fees) that NXP may incur related to your incorporation of any
product in a safety-critical application or system.
15.2. Only Licensed Software that NXP has specifically designated
as "Automotive Qualified" is intended for use in automotive, military, or
aerospace applications or environments. If you use Licensed Software that has
not been designated as "Automotive Qualified" in an automotive, military, or
aerospace application or environment, you do so at your own risk.
15.2. Only Licensed Software that NXP has specifically
designated as "Automotive Qualified" is intended for use in automotive,
military, or aerospace applications or environments. If you use Licensed
Software that has not been designated as "Automotive Qualified" in an
automotive, military, or aerospace application or environment, you do so at
your own risk.
15.3. Licensed Software is not intended or authorized for any use
in anti-personnel landmines.
15.3. Licensed Software is not intended or authorized for any
use in anti-personnel landmines.
16. CHOICE OF LAW; VENUE. This Agreement will be governed by,
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
@ -335,7 +329,7 @@ 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
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, with respect to Licensed Software in source code form
@ -354,29 +348,29 @@ disclosure, which you only disclose information required, 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,
18. TRADEMARKS. You are not authorized to use any NXP trademarks,
brand names, or logos.
19. ENTIRE AGREEMENT. This Agreement constitutes the entire
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
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.
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
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
@ -386,7 +380,7 @@ 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
23. NOTICES. All notices and communications under this
Agreement will be made in writing, and will be effective when received at the
following addresses:
@ -399,13 +393,13 @@ NXP: NXP B.V.
You: The address provided at registration will
be used.
24. RELATIONSHIP OF THE PARTIES. The parties are independent
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
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
@ -442,6 +436,11 @@ 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
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.
Cirque Corporation
Use of Cirque Corporation technology is limited to evaluation, demonstration,
or certification testing only. Permitted distributions must be similarly
@ -534,11 +533,18 @@ 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/
Real Networks - its GStreamer Optimized Real Format Client Code implementation
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 - its
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
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
@ -566,6 +572,12 @@ 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