diff --git a/EULA.txt b/EULA.txt index 44db0d2..d847ba4 100644 --- a/EULA.txt +++ b/EULA.txt @@ -1,5 +1,4 @@ -LA_OPT_NXP_Software_License v27 July 2021 - +LA_OPT_NXP_Software_License v34 February 2022 IMPORTANT. Read the following NXP Software License Agreement ("Agreement") completely. By selecting the "I Accept" button at the end of this page, or by downloading, installing, or using the Licensed Software, you indicate that you @@ -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 software @@ -30,9 +28,7 @@ Software in your possession or control. Any copies of the Licensed Software that you have already distributed, where permitted, and do not destroy will continue to be governed by this Agreement. Your prior use will also continue to be governed by this Agreement. - 1. DEFINITIONS - 1.1. "Affiliate" means, with respect to a party, any corporation or other legal entity that now or hereafter Controls, is Controlled by or is under common Control with such party; where "Control" means the direct or indirect @@ -40,62 +36,49 @@ ownership of greater than fifty percent (50%) of the shares or similar interests entitled to vote for the election of directors or other persons performing similar functions. An entity is considered an Affiliate only so long as such Control exists. - -1.2 "Authorized System" means either (i) Licensee's hardware product -which incorporates an NXP Product or (ii) Licensee's software program which is -used exclusively in connection with an NXP Product and with which the Licensed +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 +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, +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, -microcontroller, sensor or digital signal processor) 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. - +1.5 "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 on your premises to exercise your rights under Section 2.2 and Section 2.3, if any, so long as you have an agreement in place with the subcontractor containing confidentiality @@ -138,41 +116,33 @@ restrictions no less stringent than those contained in this Agreement. You will remain liable for your subcontractors' adherence to the terms of this Agreement and for any and all acts and omissions of such subcontractors with respect to this Agreement and the Licensed Software. - 3. LICENSE LIMITATIONS AND RESTRICTIONS. - 3.1. The licenses granted above in Section 2 only extend to NXP Intellectual Property Rights that would be infringed by the unmodified Licensed Software prior to your preparation of any Derivative Work. - 3.2. The Licensed Software is licensed to you, not sold. Title to Licensed Software delivered hereunder remains vested in NXP or NXP's licensor and cannot be assigned or transferred. You are expressly forbidden from selling or otherwise distributing the Licensed Software, or any portion thereof, except as expressly permitted herein. This Agreement does not grant to you any implied rights under any NXP or third party Intellectual Property Rights. - 3.3. You may not translate, reverse engineer, decompile, or disassemble the Licensed Software except to the extent applicable law specifically prohibits such restriction. You must prohibit your subcontractors or customers (if distribution is permitted) from translating, reverse engineering, decompiling, or disassembling the Licensed Software except to the extent applicable law specifically prohibits such restriction. - 3.4. You must reproduce any and all of NXP's (or its third-party licensor's) copyright notices and other proprietary legends on copies of Licensed Software. - 3.5. If you distribute the Licensed Software to the United States Government, then the Licensed Software is "restricted computer software" and is subject to FAR 52.227-19. - 3.6. You grant to NXP a non-exclusive, non-transferable, irrevocable, perpetual, worldwide, royalty-free, sub-licensable license under your Intellectual Property Rights to use without restriction and for any purpose any suggestion, comment or other feedback related to the Licensed Software (including, but not limited to, error corrections and bug fixes). - 3.7. You will not take or fail to take any action that could subject the Licensed Software to an Excluded License. An Excluded License means any license that requires, as a condition of use, modification or distribution of @@ -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 @@ -400,33 +340,28 @@ 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: 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. 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 @@ -435,7 +370,6 @@ 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 @@ -446,6 +380,10 @@ 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: +Airbiquity Inc.: The Airbiquity software may only be used in object code and +Licensee may not sublicense the Airbiquity software to any third party. +Licensee’s license to use the Airbiquity software expires on June 30, 2023. + Amazon: Use of the Amazon software constitutes your acceptance of the terms of the Amazon Program Materials License Agreement (including the AVS Component Schedule, if applicable), located at @@ -472,6 +410,10 @@ assert claims in small claims court if your claims qualify. Amphion Semiconductor Ltd.: Distribution of Amphion software must be a part of, or embedded within, Authorized Systems that include an Amphion Video Decoder. +Apple MFi Software Development Kit: Use of Apple MFi Software and associated +documentation is restricted to current Apple MFi licensees in accordance with +the terms of their own valid and in-effect license from Apple. + Aquantia Corp.: You may use Aquantia's API binaries solely to flash the API software to an NXP Product which mates with an Aquantia device. @@ -489,11 +431,8 @@ 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 @@ -545,7 +484,6 @@ 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. @@ -555,6 +493,10 @@ software product be used in any way that would compete with any product from Fenopix. License to the CanvasJS software will terminate immediately without notice if Licensee fail to comply with any provision of this Agreement. +Fraunhofer IIS: Fraunhofer MPEG Audio Decoder (Fraunhofer copyright) - If you +are provided MPEG-H decoding functionality, you understand that NXP will +provide Fraunhofer your name and contact information. + Future Technology Devices International Ltd.: Future Technology Devices International software must be used consistent with the terms found here: http://www.ftdichip.com/Drivers/FTDriverLicenceTerms.htm @@ -563,6 +505,12 @@ 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. +LC3plus: LC3plus short frame audio codec features as defined in ETSI TS 103634 +are included in the code. To enable the LC3plus features in a final product, a +license has to be obtained from Fraunhofer. More information can be found on +the following web page: +https://www.iis.fraunhofer.de/en/ff/amm/communication/lc3.html + Microsoft: Except for Microsoft PlayReady software, if the Licensed Software includes software owned by Microsoft Corporation ("Microsoft"), it is subject to the terms of your license with Microsoft (the "Microsoft Underlying Licensed @@ -649,16 +597,12 @@ 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 @@ -675,19 +619,36 @@ consistent with the terms found here: http://www.segger.com/jlink-software.html Synopsys/Target Compiler Technologies: Your use of the Synopsys/Target Compiler Technologies Licensed Software and related documentation is subject to the following: - (1) Duration of the license for the Licensed Software is limited to 12 months, unless otherwise specified in the license file. - (2) The Licensed Software is usable by one user at a time on a single designated computer, unless otherwise agreed by Synopsys. - (3) Licensed Software and documentation are to be used only on a designated computer at the designated physical address provided by you on the APEX license form. - (4) The Licensed Software is not sub-licensable. +T2 Labs / T2 Software: As a condition to the grant of any license under this +Agreement, you represent and warrant that you will comply with all licenses, +agreements, rules and bylaws of the Bluetooth SIG (Special Interest Group ) +applicable to the licensed software and documentation and its use which may +affect when and if you may take certain actions under licenses granted +hereunder. + +The license grant under this Agreement is conditional to you being (i) a +Bluetooth SIG Associate member until such time as the specifications for the +software are made public to Bluetooth SIG members of any level and (ii) +thereafter a Bluetooth SIG member of any level. + +Notwithstanding the terms contained in Section 2.3 (a), if the licensed +software includes proprietary software in source code format, you may make +modifications and create derivative works only to the extent necessary for +improving the performance of the source code with the NXP products or your +products and for creating enhancements of such products. You may not further +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.