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EULA: Update to v18 EULA for brcm folder

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@ -1,26 +1,18 @@
LA_OPT_BASE_LICENSE v13 March 2016
IMPORTANT. Read the following NXP Semiconductors Software License Agreement
("Agreement") completely. By selecting the "I Accept" button at the end of
this page, you indicate that you accept the terms of the Agreement and you
acknowledge that you have the authority, for yourself or on behalf of your
company, to bind your company to these terms. You may then download or install
the file.
NXP SEMICONDUCTORS SOFTWARE LICENSE AGREEMENT
LA_OPT_BASE_LICENSE v18 February 2017
IMPORTANT. Read the following NXP Software License Agreement ("Agreement")
completely. By selecting the "I Accept" button at the end of this page, you
indicate that you accept the terms of the Agreement and you acknowledge that
you have the authority, for yourself or on behalf of your company, to bind your
company to these terms. You may then download or install the file.
NXP SOFTWARE LICENSE AGREEMENT
This is a legal agreement between you, as an authorized representative of your
employer, or if you have no employer, as an individual (together "you"), and
Freescale Semiconductor, Inc., a wholly-owned subsidiary of NXP Semiconductors
N.V. ("NXP"). It concerns your rights to use the software identified in the
Software Content Register and provided to you in binary or source code form and
any accompanying written materials (the "Licensed Software"). The Licensed
NXP B.V. ("NXP"). It concerns your rights to use the software identified in
the Software Content Register and provided to you in binary or source code form
and any accompanying written materials (the "Licensed Software"). The Licensed
Software may include any updates or error corrections or documentation relating
to the Licensed Software provided to you by NXP under this License. In
consideration for NXP allowing you to access the Licensed Software, you are
@ -32,72 +24,79 @@ 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. "Affiliates" means, any corporation, or entity directly or
indirectly controlled by, controlling, or under common control with NXP
Semiconductors N.V.
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
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
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
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
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:
(a) to use and reproduce the Licensed Software only as part of, or
(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,
(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
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,
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:
(a) to prepare derivative works of the Licensed Software, only as part of,
(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.
@ -105,49 +104,49 @@ 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.
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.
3. LICENSE LIMITATIONS AND RESTRICTIONS.
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.
3.1. 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
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
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 sub-licensees
specifically prohibits 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
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).
3.5. 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,
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
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
@ -155,22 +154,22 @@ software combined and/or distributed with the software be (i) disclosed or
distributed in source code form; (ii) licensed for the purpose of making
derivative works; or (iii) redistributable at no charge.
3.8. You may not publish or distribute information, results or data
associated with the use of the Licensed Software to anyone other than NXP;
3.8. You may not publish or distribute information, results or
data associated with the use of the Licensed Software to anyone other than NXP;
however, you must advise NXP of any results obtained including any problems or
suggested improvements thereof. NXP retains the right to use such results and
related information in any manner it deems appropriate.
4. OPEN SOURCE. Open source software included in the Licensed
Software is not licensed under the terms of this Agreement, but is instead
licensed under the terms of the applicable open source license(s), such as the
BSD License, Apache License or the GNU Lesser General Public License. Your use
of the open source software is subject to the terms of each applicable license.
You must agree to the terms of each applicable license, or you cannot use the
open source software.
4. OPEN SOURCE. Open source software included in the
Licensed Software is not licensed under the terms of this Agreement, but is
instead licensed under the terms of the applicable open source license(s), such
as the BSD License, Apache License or the GNU Lesser General Public License.
Your use of the open source software is subject to the terms of each applicable
license. You must agree to the terms of each applicable license, or you cannot
use the open source software.
5. INTELLECTUAL PROPERTY RIGHTS. Subject to NXP's ownership interest
in the underlying Licensed Software, all intellectual property rights
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
intellectual property rights associated with, and title thereto, will be the
@ -186,32 +185,32 @@ 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 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).
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 unless
terminated as provided in this Section 8.
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
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
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
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,
@ -219,23 +218,23 @@ 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
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
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,
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
@ -243,7 +242,7 @@ 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
@ -251,13 +250,13 @@ 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
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
@ -270,24 +269,24 @@ 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 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 international embargoes. Each party further agrees that it will
not knowingly transfer, divert, export or re-export, directly or indirectly,
any product, software, including software source code, or technology restricted
by such regulations or by other applicable national regulations, received from
the other party under this Agreement, or any direct product of such software or
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
international embargoes. Each party further agrees that it will not knowingly
transfer, divert, export or re-export, directly or indirectly, any product,
software, including software source code, or technology restricted by such
regulations or by other applicable national regulations, received from the
other party under this Agreement, or any direct product of such software or
technical data to any person, firm, entity, country or destination to which
such transfer, diversion, export or re-export is restricted or prohibited,
without obtaining prior written authorization from the applicable competent
government authorities to the extent required by those laws.
14. GOVERNMENT CONTRACT COMPLIANCE.
14. GOVERNMENT CONTRACT COMPLIANCE.
14.1. If you sell Authorized Systems directly to any government or
public entity, including U.S., state, local, foreign or international
14.1. If you sell Authorized Systems directly to any government
or public entity, including U.S., state, local, foreign or international
governments or public entities, or indirectly via a prime contractor or
subcontractor of such governments or entities, NXP makes no representations,
certifications, or warranties whatsoever about compliance with government or
@ -295,75 +294,76 @@ 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. §2.101, consisting of
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. §12.212 (or 48 C.F.R.
§227.7202, as applicable) and may only be licensed to or shared with U.S.
Documentation," as such terms are used in 48 C.F.R. Section 12.212 (or 48 C.F.R.
Section 227.7202, as applicable) and may only be licensed to or shared with U.S.
Government end users in object code form as part of, or embedded within,
Authorized Systems. Any agreement pursuant to which you share the Licensed
Software will include a provision that reiterates the limitations of this
document and requires all sub-agreements to similarly contain such limitations.
15. SAFETY CRITICAL APPLICATIONS
15. SAFETY CRITICAL APPLICATIONS
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 decisions regarding
your products and are solely responsible for compliance with all legal,
regulatory, safety, and security related requirements concerning your products,
regardless of any information or support that may be provided by NXP.
Accordingly, you 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 your incorporation of any product in a
safety-critical application or system.
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
decisions regarding your products and are solely responsible for compliance
with all legal, regulatory, safety, and security related requirements
concerning your products, regardless of any information or support that may be
provided by NXP. Accordingly, you 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 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
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,
construed, and enforced in accordance with the laws of the State of Texas, USA,
without regard to conflicts of laws principles, will apply to all matters
relating to this Agreement or the Licensed Software, and you agree that any
litigation will be subject to the exclusive jurisdiction of the state or
federal courts Texas, USA. The United Nations Convention on Contracts for the
International Sale of Goods will not apply to this document.
construed, and enforced in accordance with the laws of The Netherlands, without
regard to conflicts of laws principles, will apply to all matters relating to
this Agreement or the Licensed Software, and you agree that any litigation will
be subject to the exclusive jurisdiction of the courts of Amsterdam, The
Netherlands. The United Nations Convention on Contracts for the International
Sale of Goods will not apply to this document.
17. CONFIDENTIAL INFORMATION. Subject to the license grants and
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
(human readable), or for a period of five (5) years from the date of
termination of this Agreement, with respect to all other parts of the Licensed
Software. During this period, you may not disclose any part of the Licensed
Software to anyone other than employees who have a need to know of the Licensed
Software and who have executed written agreements obligating them to protect
such Licensed Software to at least the same degree of care as in this
Agreement. You agree to use the same degree of care, but no less than a
reasonable degree of care, with the Licensed Software as you do with your own
confidential information. You may disclose Licensed Software to the extent
required by a court or under operation of law or order provided that you notify
NXP of such requirement prior to disclosure, which you only disclose
information required, and that you allow NXP the opportunity to object to such
court or other legal body requiring such disclosure.
Software to anyone other than employees, or sub-contractors in accordance with
Section 2.4 who have a need to know of the Licensed Software and who have
executed written agreements obligating them to protect such Licensed Software
to at least the same degree of care as in this Agreement. You agree to use the
same degree of care, but no less than a reasonable degree of care, with the
Licensed Software as you do with your own confidential information. You may
disclose Licensed Software to the extent required by a court or under operation
of law or order provided that you notify NXP of such requirement prior to
disclosure, which you only disclose 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, brand names, or logos.
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
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
@ -372,11 +372,11 @@ 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
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
@ -386,33 +386,30 @@ bear upon your compliance with the limited license rights granted above. You
must make prompt adjustment to compensate for any errors and/or omissions
disclosed by such examination or audit.
23. NOTICES. All notices and communications under
this Agreement will be made in writing, and will be effective when received at
the following addresses:
NXP: Freescale Semiconductor, Inc.
6501 William Cannon West OE62
Austin, Texas 78735
23. NOTICES. All notices and communications under this
Agreement will be made in writing, and will be effective when received at the
following addresses:
NXP: NXP B.V.
High Tech Campus 60
5656 AG Eindhoven
The Netherlands
ATTN: Legal Department
You: The address provided at registration will
be used.
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
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.
unreasonably withheld or delayed. NXP may assign this Agreement, or any part of
this Agreement, in its sole discretion.
@ -428,63 +425,52 @@ Content Register that accompanies the Licensed Software identifies any of the
following Third Party Software or specific components of the NXP Proprietary
Software, the following terms apply to the extent they deviate from the terms
in the Agreement:
Third Party Software
Third Party Software Use Restrictions
Use Restrictions
Atheros
Use of Atheros software is limited to evaluation and demonstration only.
Permitted distributions must be similarly limited. Further rights must be
obtained directly from Atheros.
ATI (AMD)
Distribution of ATI software must be a part of, or embedded within, Authorized
Systems that include a ATI graphics processor core.
Broadcom Corporation
Your use of Broadcom Corporation software is restricted to Authorized Systems
that incorporate a compatible integrated circuit device manufactured or sold by
Broadcom.
Cirque Corporation
Use of Cirque Corporation technology is limited to evaluation, demonstration,
or certification testing only. Permitted distributions must be similarly
limited. Further rights, including but not limited to ANY commercial
distribution rights, must be obtained directly from Cirque Corporation.
Coding Technologies (Dolby Labs)
Use of CTS software is limited to evaluation and demonstration only. Permitted
distributions must be similarly limited. Further rights must be obtained from
Dolby Laboratories.
CSR
Use of Cambridge Silicon Radio, Inc. ("CSR") software is limited to evaluation
and demonstration only. Permitted distributions must be similarly limited.
Further rights must be obtained directly from CSR.
NXP Wireless Charging Library
License to the Software is limited to use in inductive coupling or wireless
charging applications
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.
Imagination Technologies Limited (IMG)
If the Licensed Software includes proprietary software developed by IMG, your
rights are limited to a non-exclusive, world-wide right and non-transferrable
and non-sub-licensable license (i) to use and modify the Licensed Software and
rights are limited to a non-exclusive, world-wide right and nontransferable and
non-sub-licensable license (i) to use and modify the Licensed Software and
documentation and (ii) to copy and distribute the Licensed Software only in
object code form solely for use on NXP Rayleigh products. If you are provided
with the Licensed Software in source code format, you are restricted to
@ -494,122 +480,134 @@ with NXP's Rayleigh products or your Authorized System.
The confidentiality restrictions shall continue in force without limit in time
notwithstanding the termination or expiration of this Agreement.
Micrium
uC/OS-II and uC/OS-III is provided in source form for FREE short-term
evaluation, for educational use or for peaceful research. If you plan or
intend to use uC/OS-II or uC/OS-III in a commercial application/product then,
you need to contact Micrium to properly license uC/OS-II or uC/OS-III for its
you need to contact Micrium to properly license uC/OS-II or uC/OSIII for its
use in your application/product. We provide ALL the source code for your
convenience and to help you experience uC/OS-II or uC/OS-III. The fact that
the source is provided does NOT mean that you can use it commercially without
convenience and to help you experience uC/OS-II or uC/OSIII. The fact that the
source is provided does NOT mean that you can use it commercially without
paying a licensing fee.
Microsoft
If the Licensed Software includes software owned by Microsoft Corporation
("Microsoft"), it is subject to the terms of your license with Microsoft (the
"Microsoft Underlying Licensed Software") and as such, NXP grants no license to
you, beyond evaluation and demonstration in connection with NXP processors, in
the Microsoft Underlying Licensed Software. You must separately obtain rights
beyond evaluation and demonstration in connection with the Microsoft Underlying
Licensed Software from Microsoft.
If the Licensed Software includes software owned by Microsoft
Corporation ("Microsoft"), it is subject to the terms of your license with
Microsoft (the "Microsoft Underlying Licensed Software") and as such, NXP
grants no license to you, beyond evaluation and demonstration in connection
with NXP processors, in the Microsoft Underlying Licensed Software. You must
separately obtain rights beyond evaluation and demonstration in connection with
the Microsoft Underlying Licensed Software from Microsoft.
Microsoft does not provide support services for the components provided to you
through this Agreement. If you have any questions or require technical
assistance, please contact NXP. Microsoft Corporation is a third party
beneficiary to this Agreement with the right to enforce the terms of this
Agreement. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MICROSOFT AND ITS
AFFILIATES DISCLAIM ANY WARRANTIES FOR THE MICROSOFT UNDERLYING LICENSED
SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MICROSOFT NOR ITS
AFFILIATES WILL BE LIABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY
DIRECT, INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES,
INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF TIME,
INCONVENIENCE, COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES, ARISING
FROM THE FROM THE USE OF THE MICROSOFT UNDERLYING LICENSED SOFTWARE.
AFFILIATES DISCLAIM ANY WARRANTIES FOR THE
MICROSOFT UNDERLYING LICENSED SOFTWARE. TO THE MAXIMUM
EXTENT PERMITTED BY LAW, NEITHER MICROSOFT NOR ITS AFFILIATES
WILL BE LIABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY
DIRECT, INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE
DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS
OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS,
OR REVENUES, ARISING FROM THE FROM THE USE OF THE MICROSOFT UNDERLYING LICENSED
SOFTWARE.
MindTree
Notwithstanding the terms contained in Section 2.3 (a), if the Licensed
Software includes proprietary software of MindTree in source code format,
Licensee may make modifications and create derivative works only to the extent
necessary for debugging of the Licensed Software.
MPEG LA
Use of MPEG LA audio or video codec technology is limited to evaluation and
demonstration only . Permitted distributions must be similarly limited. Further
demonstration only. Permitted distributions must be similarly limited. Further
rights must be obtained directly from MPEG LA.
MQX RTOS Code
MQX RTOS source code may not be re-distributed by any FSL Licensee under any
MQX RTOS source code may not be re-distributed by any NXP Licensee under any
circumstance, even by a signed written amendment to this Agreement.
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/}
which can be found at: http://www.opus-codec.org/license/
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
Real Time Engineers Ltd.
Any FreeRTOS source code, whether modified or in its original release form, or
whether in whole or in part, can only be distributed by you under the terms of
version 2 of the GNU General Public License plus this exception. An
independent module is a module which is not derived from or based on FreeRTOS.
Clause 1: Linking FreeRTOS with other modules is making a combined work based
on FreeRTOS. Thus, the terms and conditions of the GNU General Public License
V2 cover the whole combination.
As a special exception, the copyright holders of FreeRTOS give you permission
to link FreeRTOS with independent modules to produce a statically linked
executable, regardless of the license terms of these independent modules, and
to copy and distribute the resulting executable under terms of your choice,
provided that you also meet, for each linked independent module, the terms and
conditions of the license of that module. An independent module is a module
which is not derived from or based on FreeRTOS.
Clause 2: FreeRTOS may not be used for any competitive or comparative purpose,
including the publication of any form of run time or compile time metric,
without the express permission of Real Time Engineers Ltd. (this is the norm
within the industry and is intended to ensure information accuracy).
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
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
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
3. If you have specific questions, please send an email to sales@sandisk.com
You may only use the SanDisk Corporation Licensed Software on products
compatible with a SanDisk Secure Digital Card. You may not use the SanDisk
Corporation Licensed Software on any memory device product. SanDisk retains
all rights to any modifications or derivative works to the SanDisk Corporation
Licensed Software that you may create.
SEGGER Microcontroller
Your use of SEGGER emWin software is restricted to NXP ARM7, ARM9, Cortex-M0,
Cortex-M3, and Cortex-M4 based devices only.
Synopsys/Target Compiler Technologies
Your use of the Synopsys/Target Compiler Technologies Licensed Software and
related documentation is subject to the following:
* Duration of the license for the Licensed Software is limited to 12 months,
unless otherwise specified in the license file.
* The Licensed Software is usable by one user at a time on a single
* Duration of the license for the Licensed Software is limited to 12
months, unless otherwise specified in the license file.
* The Licensed Software is usable by one user at a time on a single
designated computer, unless otherwise agreed by Synopsys.
* Licensed Software and documentation are to be used only on a designated
* 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.
* The Licensed Software is not sub-licensable.
* The Licensed Software is not sub-licensable.
Texas Instruments
Your use of Texas Instruments Inc. WiLink8 Licensed Software is restricted to
NXP SoC based systems that include a compatible connectivity device
manufactured by TI.
Vivante
Distribution of Vivante software must be a part of, or embedded within,
Authorized Systems that include a Vivante Graphics Processing Unit.