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LICENSE.txt: update Software License to v53
Signed-off-by: Sherry Sun <sherry.sun@nxp.com>
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LICENSE.txt
63
LICENSE.txt
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@ -1,4 +1,4 @@
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LA_OPT_NXP_Software_License v49 September 2023
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LA_OPT_NXP_Software_License v53 December 2023
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IMPORTANT. Read the following NXP Software License Agreement ("Agreement")
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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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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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downloading, installing, or using the Licensed Software, you indicate that you
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@ -6,7 +6,7 @@ accept the terms of the Agreement, and you acknowledge that you have the
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authority, for yourself or on behalf of your company, to bind your company to
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authority, for yourself or on behalf of your company, to bind your company to
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these terms. You may then download or install the file. In the event of a
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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
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conflict between the terms of this Agreement and any license terms and
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conditions for NXP's proprietary software embedded anywhere in the Licensed
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conditions for NXP’s proprietary software embedded anywhere in the Licensed
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Software file, the terms of this Agreement shall control. If a separate
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Software file, the terms of this Agreement shall control. If a separate
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license agreement for the Licensed Software has been signed by you and NXP,
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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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then that agreement shall govern your use of the Licensed Software and shall
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@ -36,10 +36,10 @@ ownership of greater than fifty percent (50%) of the shares or similar
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interests entitled to vote for the election of directors or other persons
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interests entitled to vote for the election of directors or other persons
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performing similar functions. An entity is considered an Affiliate only so long
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performing similar functions. An entity is considered an Affiliate only so long
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as such Control exists.
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as such Control exists.
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1.2 "Authorized System" means either (i) Licensee's hardware product which
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1.2 "Authorized System" means either (i) Licensee’s hardware product
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incorporates an NXP Product or (ii) Licensee's software program which is used
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which incorporates an NXP Product or (ii) Licensee’s software program which
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exclusively in connection with an NXP Product and with which the Licensed
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is used exclusively in connection with an NXP Product and with which the
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Software will be integrated.
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Licensed Software will be integrated.
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1.3. "Derivative Work" means a work based upon one or more pre-existing
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1.3. "Derivative Work" means a work based upon one or more pre-existing
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works. A work consisting of editorial revisions, annotations, elaborations, or
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works. A work consisting of editorial revisions, annotations, elaborations, or
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other modifications which, as a whole, represent an original work of
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other modifications which, as a whole, represent an original work of
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@ -113,7 +113,7 @@ Appendix A.
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2.2 and Section 2.3, if any, so long as you have an agreement in place with the
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2.2 and Section 2.3, if any, so long as you have an agreement in place with the
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subcontractor containing confidentiality restrictions no less stringent than
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subcontractor containing confidentiality restrictions no less stringent than
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those contained in this Agreement. You will remain liable for your
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those contained in this Agreement. You will remain liable for your
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subcontractors' adherence to the terms of this Agreement and for any and all
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subcontractors’ adherence to the terms of this Agreement and for any and all
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acts and omissions of such subcontractors with respect to this Agreement and
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acts and omissions of such subcontractors with respect to this Agreement and
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the Licensed Software.
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the Licensed Software.
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3. LICENSE LIMITATIONS AND RESTRICTIONS.
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3. LICENSE LIMITATIONS AND RESTRICTIONS.
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@ -121,7 +121,7 @@ the Licensed Software.
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Intellectual Property Rights that would be infringed by the unmodified Licensed
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Intellectual Property Rights that would be infringed by the unmodified Licensed
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Software prior to your preparation of any Derivative Work.
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Software prior to your preparation of any Derivative Work.
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3.2. The Licensed Software is licensed to you, not sold. Title to
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3.2. The Licensed Software is licensed to you, not sold. Title to
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Licensed Software delivered hereunder remains vested in NXP or NXP's licensor
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Licensed Software delivered hereunder remains vested in NXP or NXP’s licensor
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and cannot be assigned or transferred. You are expressly forbidden from selling
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and cannot be assigned or transferred. You are expressly forbidden from selling
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or otherwise distributing the Licensed Software, or any portion thereof, except
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or otherwise distributing the Licensed Software, or any portion thereof, except
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as expressly permitted herein. This Agreement does not grant to you any implied
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as expressly permitted herein. This Agreement does not grant to you any implied
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@ -132,8 +132,8 @@ prohibits such restriction. You must prohibit your subcontractors or customers
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(if distribution is permitted) from translating, reverse engineering,
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(if distribution is permitted) from translating, reverse engineering,
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decompiling, or disassembling the Licensed Software except to the extent
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decompiling, or disassembling the Licensed Software except to the extent
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applicable law specifically prohibits such restriction.
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applicable law specifically prohibits such restriction.
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3.4. You must reproduce any and all of NXP's (or its third-party
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3.4. You must reproduce any and all of NXP’s (or its third-party
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licensor's) copyright notices and other proprietary legends on copies of
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licensor’s) copyright notices and other proprietary legends on copies of
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Licensed Software.
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Licensed Software.
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3.5. If you distribute the Licensed Software to the United States
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3.5. If you distribute the Licensed Software to the United States
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Government, then the Licensed Software is "restricted computer software" and is
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Government, then the Licensed Software is "restricted computer software" and is
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@ -224,8 +224,8 @@ for a particular purpose, or non-infringement. You assume the entire risk
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arising out of the use or performance of the licensed software, or any systems
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arising out of the use or performance of the licensed software, or any systems
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you design using the licensed software (if any).
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you design using the licensed software (if any).
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10. INDEMNITY. You agree to fully defend and indemnify NXP from all
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10. INDEMNITY. You agree to fully defend and indemnify NXP from all
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claims, liabilities, and costs (including reasonable attorney's fees) related
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claims, liabilities, and costs (including reasonable attorney’s fees) related
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to (1) your use (including your subcontractor's or distributee's use, if
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to (1) your use (including your subcontractor’s or distributee’s use, if
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permitted) of the Licensed Software or (2) your violation of the terms and
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permitted) of the Licensed Software or (2) your violation of the terms and
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conditions of this Agreement.
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conditions of this Agreement.
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11. LIMITATION OF LIABILITY. EXCLUDING LIABILITY FOR A BREACH OF
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11. LIMITATION OF LIABILITY. EXCLUDING LIABILITY FOR A BREACH OF
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@ -235,7 +235,7 @@ IN NO EVENT WILL EITHER PARTY BE LIABLE, WHETHER IN CONTRACT, TORT, OR
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OTHERWISE, FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE
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OTHERWISE, FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE
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DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF
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DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF
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TIME, INCONVENIENCE, COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES, TO
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TIME, INCONVENIENCE, COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES, TO
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THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. NXP'S TOTAL LIABILITY FOR ALL
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THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. NXP’S TOTAL LIABILITY FOR ALL
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COSTS, DAMAGES, CLAIMS, OR LOSSES WHATSOEVER ARISING OUT OF OR IN CONNECTION
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COSTS, DAMAGES, CLAIMS, OR LOSSES WHATSOEVER ARISING OUT OF OR IN CONNECTION
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WITH THIS AGREEMENT OR PRODUCT(S) SUPPLIED UNDER THIS AGREEMENT IS LIMITED TO
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WITH THIS AGREEMENT OR PRODUCT(S) SUPPLIED UNDER THIS AGREEMENT IS LIMITED TO
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THE AGGREGATE AMOUNT PAID BY YOU TO NXP IN CONNECTION WITH THE LICENSED
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THE AGGREGATE AMOUNT PAID BY YOU TO NXP IN CONNECTION WITH THE LICENSED
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@ -243,8 +243,8 @@ SOFTWARE PROVIDED UNDER THIS AGREEMENT TO WHICH LOSSES OR DAMAGES ARE CLAIMED.
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12. EXPORT COMPLIANCE. Each party shall comply with all applicable
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12. EXPORT COMPLIANCE. Each party shall comply with all applicable
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export and import control laws and regulations including but not limited to the
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export and import control laws and regulations including but not limited to the
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US Export Administration Regulation (including restrictions on certain military
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US Export Administration Regulation (including restrictions on certain military
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end uses and military end users as specified in Section 15 C.F.R. § 744.21
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end uses and military end users as specified in Section 15 C.F.R. § 744.21 and
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and prohibited party lists issued by other federal governments), Catch-all
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prohibited party lists issued by other federal governments), Catch-all
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regulations and all national and international embargoes. Each party further
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regulations and all national and international embargoes. Each party further
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agrees that it will not knowingly transfer, divert, export or re-export,
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agrees that it will not knowingly transfer, divert, export or re-export,
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directly or indirectly, any product, software, including software source code,
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directly or indirectly, any product, software, including software source code,
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@ -278,7 +278,7 @@ software for use in the development of, or for incorporation into, products or
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services (a) used in applications requiring fail-safe performance or (b) in
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services (a) used in applications requiring fail-safe performance or (b) in
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which failure could lead to death, personal injury, or severe physical or
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which failure could lead to death, personal injury, or severe physical or
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environmental damage (these products and services are referred to as "Critical
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environmental damage (these products and services are referred to as "Critical
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Applications"). NXP's goal is to educate customers so that they can design
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Applications"). NXP’s goal is to educate customers so that they can design
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their own end-product solutions to meet applicable functional safety standards
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their own end-product solutions to meet applicable functional safety standards
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and requirements. Licensee makes the ultimate design decisions regarding its
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and requirements. Licensee makes the ultimate design decisions regarding its
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products and is solely responsible for compliance with all legal, regulatory,
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products and is solely responsible for compliance with all legal, regulatory,
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@ -288,8 +288,8 @@ assumes all risk related to use of the Licensed Software in Critical
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Applications and NXP SHALL NOT BE LIABLE FOR ANY SUCH USE IN CRITICAL
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Applications and NXP SHALL NOT BE LIABLE FOR ANY SUCH USE IN CRITICAL
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APPLICATIONS BY LICENSEE. Accordingly, Licensee will indemnify and hold NXP
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APPLICATIONS BY LICENSEE. Accordingly, Licensee will indemnify and hold NXP
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harmless from any claims, liabilities, damages and associated costs and
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harmless from any claims, liabilities, damages and associated costs and
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expenses (including attorneys' fees) that NXP may incur related to Licensee's
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expenses (including attorneys’ fees) that NXP may incur related to
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incorporation of the Licensed Software in a Critical Application.
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Licensee’s incorporation of the Licensed Software in a Critical Application.
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15. CHOICE OF LAW; VENUE. This Agreement will be governed by,
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15. CHOICE OF LAW; VENUE. This Agreement will be governed by,
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construed, and enforced in accordance with the laws of The Netherlands, without
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construed, and enforced in accordance with the laws of The Netherlands, without
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regard to conflicts of laws principles, will apply to all matters relating to
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regard to conflicts of laws principles, will apply to all matters relating to
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@ -335,7 +335,7 @@ subsequent breach of the same or a different provision.
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to your compliance with the limited license rights granted under this Agreement
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to your compliance with the limited license rights granted under this Agreement
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for three years following expiration or termination of this Agreement. NXP will
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for three years following expiration or termination of this Agreement. NXP will
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have the right, either itself or through an independent certified public
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have the right, either itself or through an independent certified public
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accountant to examine and audit, at NXP's expense, not more than once a year,
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accountant to examine and audit, at NXP’s expense, not more than once a year,
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and during normal business hours, all such records that may bear upon your
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and during normal business hours, all such records that may bear upon your
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compliance with the limited license rights granted above. You must make prompt
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compliance with the limited license rights granted above. You must make prompt
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adjustment to compensate for any errors and/or omissions disclosed by such
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adjustment to compensate for any errors and/or omissions disclosed by such
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@ -365,9 +365,9 @@ or delayed. NXP may assign this Agreement, or any part of this Agreement, in
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its sole discretion.
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its sole discretion.
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25. PRIVACY. By agreeing to this Agreement and/or utilizing the Licensed
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25. PRIVACY. By agreeing to this Agreement and/or utilizing the Licensed
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Software, Licensee consents to use of certain personal information, including
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Software, Licensee consents to use of certain personal information, including
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but not limited to name, email address, and location, for the purpose of NXP's
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but not limited to name, email address, and location, for the purpose of
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internal analysis regarding future software offerings. NXP's complete Privacy
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NXP’s internal analysis regarding future software offerings. NXP’s
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Statement can be found at:
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complete Privacy Statement can be found at:
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https://www.nxp.com/company/our-company/about-nxp/privacy-statement:PRIVACYPRACT
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https://www.nxp.com/company/our-company/about-nxp/privacy-statement:PRIVACYPRACT
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ICES.
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ICES.
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@ -394,7 +394,7 @@ directly from AGGIOS, Inc.
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Airbiquity Inc.: The Airbiquity software may only be used in object code and
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Airbiquity Inc.: The Airbiquity software may only be used in object code and
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Licensee may not sublicense the Airbiquity software to any third party.
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Licensee may not sublicense the Airbiquity software to any third party.
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Licensee's license to use the Airbiquity software expires on June 30, 2024.
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Licensee’s license to use the Airbiquity software expires on June 30, 2024.
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Amazon: Use of the Amazon software constitutes your acceptance of the terms of
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Amazon: Use of the Amazon software constitutes your acceptance of the terms of
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the Amazon Program Materials License Agreement (including the AVS Component
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the Amazon Program Materials License Agreement (including the AVS Component
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@ -551,6 +551,12 @@ https://portal.etsi.org/directives/45_directives_jun_2022.pdf. For application
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in an End Product, Fraunhofer communication applies, see
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in an End Product, Fraunhofer communication applies, see
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https://www.iis.fraunhofer.de/en/ff/amm/communication/lc3.html
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https://www.iis.fraunhofer.de/en/ff/amm/communication/lc3.html
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Lumissil: Use of the Lumissil software constitutes your acceptance of the terms
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of the Lumissil Software License Agreement. A link to the agreement is
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incorporated as follows:
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https://www.lumissil.com/assets/pdf/support/2023%20Lumissil%20IS3xCG5317%20Softw
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are%20License%20Agreement%20NXP.pdf .
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Microsoft: Except for Microsoft PlayReady software, if the Licensed Software
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Microsoft: Except for Microsoft PlayReady software, if the Licensed Software
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includes software owned by Microsoft Corporation ("Microsoft"), it is subject
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includes software owned by Microsoft Corporation ("Microsoft"), it is subject
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to the terms of your license with Microsoft (the "Microsoft Underlying Licensed
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to the terms of your license with Microsoft (the "Microsoft Underlying Licensed
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@ -601,6 +607,11 @@ obtained from NXP.
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NXP Wireless Charging Library: License to the Software is limited to use in
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NXP Wireless Charging Library: License to the Software is limited to use in
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inductive coupling or wireless charging applications
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inductive coupling or wireless charging applications
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ON Semiconductor: ON Semiconductor AP1302 Image Signal Processor Initialization
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Binaries must be used consistent with the terms found here:
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https://github.com/ONSemiconductor/ap1302_binaries/blob/main/AP1302%20Software%2
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0License%20Agreement.pdf
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Opus: Use of Opus software must be consistent with the terms of the Opus
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Opus: Use of Opus software must be consistent with the terms of the Opus
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license which can be found at: http://www.opus-codec.org/license/
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license which can be found at: http://www.opus-codec.org/license/
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@ -668,6 +679,12 @@ Cortex-M3, Cortex-M4, Cortex-M33, Cortex-M7, and Cortex-A7 based products only.
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SEGGER Microcontroller - J-Link/J-Trace Software: Segger software must be used
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SEGGER Microcontroller - J-Link/J-Trace Software: Segger software must be used
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consistent with the terms found here: http://www.segger.com/jlink-software.html
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consistent with the terms found here: http://www.segger.com/jlink-software.html
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SEVENSTAX - Not withstanding anything in this Agreement, SEVENSTAX GmbH
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software must be used for evaluation purposes only, in strict accordance with
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the SEVENSTAX License Agreement, available here:
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https://www.sevenstax.de/fileadmin/documents/SEVENSTAX-NX-ESLA.txt. Any other
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use, and embedding the software into commercial products, is expressly
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prohibited.
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Synopsys/BLE Software: Your use of the Synopsys/BLE Software and related
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Synopsys/BLE Software: Your use of the Synopsys/BLE Software and related
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documentation is subject to the following:
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documentation is subject to the following:
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(1) Synopsys is third-party beneficiaries of, and thus may enforce against you,
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(1) Synopsys is third-party beneficiaries of, and thus may enforce against you,
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