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EULA.txt: update Software License to v45

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EULA.txt
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@ -1,5 +1,4 @@
LA_OPT_NXP_Software_License v44 March 2023
LA_OPT_NXP_Software_License v45 May 2023
IMPORTANT. Read the following NXP Software License Agreement (“Agreement”)
completely. By selecting the “I Accept” button at the end of this page, or
by downloading, installing, or using the Licensed Software, you indicate that
@ -14,7 +13,6 @@ 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
@ -30,9 +28,7 @@ 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
@ -40,62 +36,49 @@ 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
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
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 hardware product (e.g. a microprocessor,
1.5 “NXP Product” means a hardware product (e.g. a microprocessor,
microcontroller, sensor or digital signal processor) and/or services (e.g.
cloud platform services) supplied directly or indirectly from NXP or an NXP
Affiliate, unless there is a product specified in the Software Content
Register, in which case this definition is limited to such product.
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 distribution 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
distribution license in Section 2.3 in the Software Content Register, then you
are granted the rights in both Section 2.2 and 2.3.
2.2. Standard License. Subject to the terms and conditions of this
2.2. Standard License. Subject to the terms and conditions of this
Agreement, NXP grants you a worldwide, personal, non-transferable,
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
(a) to use and reproduce the Licensed Software (and its Derivative Works
prepared under the license in Section 2.2(b)) solely in combination with a NXP
Product; and
(b) for Licensed Software provided to you in source code form (human
(b) for Licensed Software provided to you in source code form (human
readable), to prepare Derivative Works of the Licensed Software solely for use
in combination with a NXP Product.
You may not distribute or sublicense the Licensed Software to others under the
license granted in this Section 2.2.
You may demonstrate the Licensed Software to your direct customers as part of
an Authorized System so long as such demonstration is directly controlled by
you and without prior approval by NXP; however, to all other third parties only
@ -103,34 +86,29 @@ if NXP has provided its advance, written approval (e.g. email approval) of your
demonstrating the Licensed Software to specified third parties or at specified
event(s). You may not leave the Licensed Software with a direct customer or
any other third party at any time.
2.3. Additional Distribution 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
(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 solely for use in
combination with a NXP Product. Notwithstanding the foregoing, those files
marked as .h files (“Header files”) may be distributed in source or object
code form, but only as part of, or embedded within Authorized Systems; and
(b) to copy and distribute as needed, solely in connection with an
(b) to copy and distribute as needed, solely in connection with an
Authorized System and for use in combination with a NXP Product,
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
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 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
@ -138,41 +116,33 @@ 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
@ -180,13 +150,11 @@ 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 reports associated with the use
of the Licensed Software to anyone other than NXP. You may advise NXP of any
results obtained from your use of the Licensed Software, including any problems
or suggested improvements thereof, and NXP retains the right to use such
results and related information in any manner it deems appropriate.
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
@ -194,12 +162,9 @@ 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.
Upon request, you must provide NXP the source code of any derivative of the
Licensed Software.
Unless prohibited by law, the following paragraph shall apply. Your
modifications to the Licensed Software, and all intellectual property rights
associated with, and title thereto, will be the property of NXP. You agree to
@ -212,30 +177,24 @@ 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 licensees.
Otherwise, you agree to grant an irrevocable, worldwide, and perpetual license
to NXP to make, have made, use, sell, offer to sell, import, commercialize,
sublicense and reproduce your modifications or derivative works to the Licensed
Software without any payment to Licensee. You agree to provide all assistance
reasonably requested by NXP to establish, preserve or enforce such right.
6. ESSENTIAL PATENTS. NXP has no obligation to identify or obtain any
license to any Intellectual Property Right of a third-party that may be
necessary for use in connection with technology that is incorporated into the
Authorized System (whether or not as part of the Licensed Software).
7. TERM AND TERMINATION. This Agreement will remain in effect unless
terminated as provided in this Section.
7.1. You may terminate this Agreement immediately upon written notice
to NXP at the address provided below.
7.2. Either party may terminate this Agreement if the other party is in
default of any of the terms and conditions of this Agreement, and termination
is effective if the defaulting party fails to correct such default within 30
days after written notice thereof by the non-defaulting party to the defaulting
party at the address below.
7.3. Notwithstanding the foregoing, NXP may terminate this Agreement
immediately upon written notice if you: breach any of your confidentiality
obligations or the license restrictions under this Agreement; become bankrupt,
@ -243,17 +202,13 @@ 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.
7.4. Upon termination of this Agreement, all licenses granted under
Section 2 will expire.
7.5. After termination of this Agreement by either party you will
destroy all parts of Licensed Software and its Derivative Works (if any) and
will provide to NXP a statement certifying the same.
7.6. Notwithstanding the termination of this Agreement for any reason,
the terms of Sections 1 and 3 through 24 will survive.
8. SUPPORT. NXP is not obligated to provide any support, upgrades or
new releases of the Licensed Software under this Agreement. If you wish, you
may contact NXP and report problems and provide suggestions regarding the
@ -261,7 +216,6 @@ Licensed Software. NXP has no obligation to respond to such a problem report or
suggestion. NXP may make changes to the Licensed Software at any time, without
any obligation to notify or provide updated versions of the Licensed Software
to you.
9. NO WARRANTY. To the maximum extent permitted by law, NXP expressly
disclaims any warranty for the Licensed Software. The Licensed Software is
provided “AS IS”, without warranty of any kind, either express or implied,
@ -269,13 +223,11 @@ including without limitation the implied warranties of merchantability, fitness
for a particular purpose, or non-infringement. You assume the entire risk
arising out of the use or performance of the licensed software, or any systems
you design using the licensed software (if any).
10. INDEMNITY. You agree to fully defend and indemnify NXP from all
claims, liabilities, and costs (including reasonable attorney’s fees) related
to (1) your use (including your subcontractor’s or distributee’s use, if
permitted) of the Licensed Software or (2) your violation of the terms and
conditions of this Agreement.
11. LIMITATION OF LIABILITY. EXCLUDING LIABILITY FOR A BREACH OF
SECTION 2 (LICENSE GRANTS), SECTION 3 (LICENSE LIMITATIONS AND RESTRICTIONS),
SECTION 16 (CONFIDENTIAL INFORMATION), OR CLAIMS UNDER SECTION 10 (INDEMNITY),
@ -288,7 +240,6 @@ COSTS, DAMAGES, CLAIMS, OR LOSSES WHATSOEVER ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT OR PRODUCT(S) SUPPLIED UNDER THIS AGREEMENT IS LIMITED TO
THE AGGREGATE AMOUNT PAID BY YOU TO NXP IN CONNECTION WITH THE LICENSED
SOFTWARE PROVIDED UNDER THIS AGREEMENT TO WHICH LOSSES OR DAMAGES ARE CLAIMED.
12. EXPORT COMPLIANCE. Each party shall comply with all applicable
export and import control laws and regulations including but not limited to the
US Export Administration Regulation (including restrictions on certain military
@ -304,9 +255,7 @@ or destination to which such transfer, diversion, export or re-export is
restricted or prohibited, without obtaining prior written authorization from
the applicable competent government authorities to the extent required by those
laws.
13. GOVERNMENT CONTRACT COMPLIANCE
13.1. If you sell Authorized Systems directly to any government or public
entity, including U.S., state, local, foreign or international governments or
public entities, or indirectly via a prime contractor or subcontractor of such
@ -314,7 +263,6 @@ governments or entities, NXP makes no representations, certifications, or
warranties whatsoever about compliance with government or public entity
acquisition statutes or regulations, including, without limitation, statutes or
regulations that may relate to pricing, quality, origin or content.
13.2. The Licensed Software has been developed at private expense and is a
“Commercial Item” as defined in 48 C.F.R. Section 2.101, consisting of
“Commercial Computer Software”, and/or “Commercial Computer Software
@ -325,7 +273,6 @@ within, Authorized Systems. Any agreement pursuant to which you share the
Licensed Software will include a provision that reiterates the limitations of
this document and requires all sub-agreements to similarly contain such
limitations.
14. CRITICAL APPLICATIONS. In some cases, NXP may promote certain
software for use in the development of, or for incorporation into, products or
services (a) used in applications requiring fail-safe performance or (b) in
@ -343,7 +290,6 @@ APPLICATIONS BY LICENSEE. Accordingly, Licensee will indemnify and hold NXP
harmless from any claims, liabilities, damages and associated costs and
expenses (including attorneys’ fees) that NXP may incur related to
Licensee’s incorporation of the Licensed Software in a Critical Application.
15. CHOICE OF LAW; VENUE. This Agreement will be governed by,
construed, and enforced in accordance with the laws of The Netherlands, without
regard to conflicts of laws principles, will apply to all matters relating to
@ -351,7 +297,6 @@ this Agreement or the Licensed Software, and you agree that any litigation will
be subject to the exclusive jurisdiction of the courts of Amsterdam, The
Netherlands. The United Nations Convention on Contracts for the International
Sale of Goods will not apply to this document.
16. CONFIDENTIAL INFORMATION. Subject to the license grants and
restrictions contained herein, you must treat the Licensed Software as
confidential information and you agree to retain the Licensed Software in
@ -368,16 +313,13 @@ that you notify NXP of such requirement prior to disclosure, which you only
disclose the minimum of the required information, and that you allow NXP the
opportunity to object to such court or other legal body requiring such
disclosure.
17. TRADEMARKS. You are not authorized to use any NXP trademarks, brand
names, or logos.
18. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between you and NXP regarding the subject matter of this Agreement, and
supersedes all prior communications, negotiations, understandings, agreements
or representations, either written or oral, if any. This Agreement may only be
amended in written form, signed by you and NXP.
19. SEVERABILITY. If any provision of this Agreement is held for any
reason to be invalid or unenforceable, then the remaining provisions of this
Agreement will be unimpaired and, unless a modification or replacement of the
@ -386,11 +328,9 @@ material benefit, in which case the Agreement will immediately terminate, the
invalid or unenforceable provision will be replaced with a provision that is
valid and enforceable and that comes closest to the intention underlying the
invalid or unenforceable provision.
20. NO WAIVER. The waiver by NXP of any breach of any provision of this
Agreement will not operate or be construed as a waiver of any other or a
subsequent breach of the same or a different provision.
21. AUDIT. You will keep full, clear and accurate records with respect
to your compliance with the limited license rights granted under this Agreement
for three years following expiration or termination of this Agreement. NXP will
@ -400,34 +340,30 @@ and during normal business hours, all such records that may bear upon your
compliance with the limited license rights granted above. You must make prompt
adjustment to compensate for any errors and/or omissions disclosed by such
examination or audit.
22. NOTICES. All notices and communications under this
Agreement will be made in writing, and will be effective when received at the
following addresses:
NXP:
NXP B.V.
High Tech Campus 60
5656 AG Eindhoven
The Netherlands
ATTN: Legal Department
NXP B.V.
High Tech Campus 60
5656 AG Eindhoven
The Netherlands
ATTN: Legal Department
You:
The address provided at registration will be used.
The address provided at registration will be used.
23. RELATIONSHIP OF THE PARTIES. The parties are independent
contractors. Nothing in this Agreement will be construed to create any
partnership, joint venture, or similar relationship. Neither party is
authorized to bind the other to any obligations with third parties.
24. SUCCESSION AND ASSIGNMENT. This Agreement will be binding upon and
inure to the benefit of the parties and their permitted successors and assigns.
You may not assign this Agreement, or any part of this Agreement, without the
prior written approval of NXP, which approval will not be unreasonably withheld
or delayed. NXP may assign this Agreement, or any part of this Agreement, in
its sole discretion.
25. PRIVACY. By agreeing to this Agreement and/or utilizing the Licensed
25. PRIVACY. By agreeing to this Agreement and/or utilizing the Licensed
Software, Licensee consents to use of certain personal information, including
but not limited to name, email address, and location, for the purpose of
NXP’s internal analysis regarding future software offerings. NXP’s
@ -436,7 +372,6 @@ https://www.nxp.com/company/our-company/about-nxp/privacy-statement:PRIVACYPRACT
ICES.
APPENDIX A
Other License Grants and Restrictions:
The Licensed Software may include some or all of the following software, which
@ -501,11 +436,8 @@ Au-Zone Technologies: eIQ Portal, Model Tool, DeepViewRT and ModelRunner are
distributed by NXP under license from Au-Zone Technologies. Your use of the
Licensed Software, examples and related documentation is subject to the
following:
(1) Use of Software is limited to Authorized System only
(2) In no event may Licensee Sublicense the Software
(3) AU-ZONE TECHNOLOGIES SHALL NOT BE LIABLE FOR USE OF LICENSED
SOFTWARE IN CRITICAL APPLICATIONS BY LICENSEE
@ -568,7 +500,6 @@ Embedded Systems Academy GmbH (EmSA): Any use of Micro CANopen Plus is subject
to the acceptance of the license conditions described in the LICENSE.INFO file
distributed with all example projects and in the documentation and the
additional clause described below.
Clause 1: Micro CANopen Plus may not be used for any competitive or comparative
purpose, including the publication of any form of run time or compile time
metric, without the express permission of EmSA.
@ -590,6 +521,12 @@ 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.
IAR Systems: Use of IAR flashloader or any IAR source code is subject to the
terms of the IAR Source License located within the IAR zip package. The IAR
Source License applies to linker command files, example projects unless another
license is explicitly stated, the cstartup code, low_level_init.c, and some
other low-level runtime library files.
LC3plus: the LC3plus Low Complexity Communication Codec Plus (LC3plus) per ETSI
TS 103 634 V1.3.1, is subject to ETSI Intellectual Property Rights Policy, See
https://portal.etsi.org/directives/45_directives_jun_2022.pdf. For application
@ -693,16 +630,12 @@ 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
@ -718,11 +651,9 @@ consistent with the terms found here: http://www.segger.com/jlink-software.html
Synopsys/BLE Software: Your use of the Synopsys/BLE Software and related
documentation is subject to the following:
(1) Synopsys is third-party beneficiaries of, and thus may enforce against you,
the license restrictions and confidentiality obligations in this agreement with
respect to their intellectual property and proprietary information.
(2) Your distribution of the Licensed Software shall subject any recipient to a
written agreement at least as protective of the Licensed Software as provided
in this Agreement.
@ -730,17 +661,13 @@ in this Agreement.
Synopsys/Target Compiler Technologies: Your use of the Synopsys/Target Compiler
Technologies Licensed Software and related documentation is subject to the
following:
(1) Duration of the license for the Licensed Software is limited to 12 months,
unless otherwise specified in the license file.
(2) The Licensed Software is usable by one user at a time on a single
designated computer, unless otherwise agreed by Synopsys.
(3) Licensed Software and documentation are to be used only on a designated
computer at the designated physical address provided by you on the APEX license
form.
(4) The Licensed Software is not sub-licensable.
T2 Labs / T2 Software: As a condition to the grant of any license under this
@ -764,7 +691,6 @@ sublicense or otherwise distribute the source code, or any modifications or
derivatives thereof as stand-alone products. You will be responsible for
qualifying any modifications or derivatives with the Bluetooth SIG and any
other qualifying bodies.
TARA Systems: Use of TARA Systems GUI technology Embedded Wizard is limited to
evaluation and demonstration only. Permitted distributions must be similarly
limited. Further rights must be obtained directly from TARA Systems.