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746 lines
46 KiB
Text
746 lines
46 KiB
Text
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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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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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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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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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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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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supersede this Agreement.
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NXP SOFTWARE LICENSE AGREEMENT
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This is a legal agreement between your employer, of which you are an authorized
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representative, or, if you have no employer, you as an individual ("you" or
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"Licensee"), and NXP B.V. ("NXP"). It concerns your rights to use the software
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provided to you in binary or source code form and any accompanying written
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materials (the "Licensed Software"). The Licensed Software may include any
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updates or error corrections or documentation relating to the Licensed Software
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provided to you by NXP under this Agreement. In consideration for NXP allowing
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you to access the Licensed Software, you are agreeing to be bound by the terms
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of this Agreement. If you do not agree to all of the terms of this Agreement,
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do not download or install the Licensed Software. If you change your mind
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later, stop using the Licensed Software and delete all copies of the Licensed
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Software in your possession or control. Any copies of the Licensed Software
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that you have already distributed, where permitted, and do not destroy will
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continue to be governed by this Agreement. Your prior use will also continue to
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be governed by this Agreement.
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1. DEFINITIONS
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1.1. "Affiliate" means, with respect to a party, any corporation or
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other legal entity that now or hereafter Controls, is Controlled by or is under
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common Control with such party; where "Control" means the direct or indirect
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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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performing similar functions. An entity is considered an Affiliate only so long
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as such Control exists.
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1.2 "Authorized System" means either (i) Licensee’s hardware product
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which incorporates an NXP Product or (ii) Licensee’s software program which
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is used exclusively in connection with an NXP Product and with which the
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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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||
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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authorship, is a Derivative Work.
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1.4 "Intellectual Property Rights" means any and all rights under statute,
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common law or equity in and under copyrights, trade secrets, and patents
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(including utility models), and analogous rights throughout the world,
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including any applications for and the right to apply for, any of the foregoing.
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1.5 "NXP Product" means a hardware product (e.g. a microprocessor,
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microcontroller, sensor or digital signal processor) and/or services (e.g.
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cloud platform services) supplied directly or indirectly from NXP or an NXP
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Affiliate, unless there is a product specified in the Software Content
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Register, in which case this definition is limited to such product.
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1.6 "Software Content Register" means the documentation which may
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accompany the Licensed Software which identifies the contents of the Licensed
|
||
Software, including but not limited to identification of any Third Party
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||
Software, if any, and may also contain other related information as whether the
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license in 2.3 is applicable.
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1.7 "Third Party Software" means, any software included in the Licensed
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Software that is not NXP proprietary software, and is not open source software,
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and to which different license terms may apply.
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2. LICENSE GRANT.
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2.1. If you are not expressly granted the distribution license in
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Section 2.3 in the Software Content Register, then you are only granted the
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rights in Section 2.2 and not in 2.3. If you are expressly granted the
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||
distribution license in Section 2.3 in the Software Content Register, then you
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are granted the rights in both Section 2.2 and 2.3.
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2.2. Standard License. Subject to the terms and conditions of this
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Agreement, NXP grants you a worldwide, personal, non-transferable,
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non-exclusive, non-sublicensable license, solely for the development of an
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||
Authorized System:
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(a) to use and reproduce the Licensed Software (and its Derivative Works
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prepared under the license in Section 2.2(b)) solely in combination with a NXP
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||
Product; and
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(b) for Licensed Software provided to you in source code form (human
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||
readable), to prepare Derivative Works of the Licensed Software solely for use
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||
in combination with a NXP Product.
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You may not distribute or sublicense the Licensed Software to others under the
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license granted in this Section 2.2.
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You may demonstrate the Licensed Software to your direct customers as part of
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||
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
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if NXP has provided its advance, written approval (e.g. email approval) of your
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||
demonstrating the Licensed Software to specified third parties or at specified
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||
event(s). You may not leave the Licensed Software with a direct customer or
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||
any other third party at any time.
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2.3. Additional Distribution License. If expressly authorized in the
|
||
Software Content Register, subject to the terms and conditions of this
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||
Agreement, NXP grants you a worldwide, personal, non-transferable,
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||
non-exclusive, non-sublicensable license solely in connection with your
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||
manufacturing and distribution of an Authorized System:
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(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
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||
within, Authorized Systems and not on a standalone basis solely for use in
|
||
combination with a NXP Product. Notwithstanding the foregoing, those files
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||
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
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||
(b) to copy and distribute as needed, solely in connection with an
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Authorized System and for use in combination with a NXP Product,
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non-confidential NXP information provided as part of the Licensed Software for
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||
the purpose of maintaining and supporting Authorized Systems with which the
|
||
Licensed Software is integrated.
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2.4 Separate license grants to Third Party Software, or other terms
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||
applicable to the Licensed Software if different from those granted in this
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||
Section 2, are contained in Appendix A. The Licensed Software may be
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||
accompanied by a Software Content Register which will identify that portion of
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||
the Licensed Software, if any, that is subject to the different terms in
|
||
Appendix A.
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2.5. You may use subcontractors to exercise your rights under Section
|
||
2.2 and Section 2.3, if any, so long as you have an agreement in place with the
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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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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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the Licensed Software.
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3. LICENSE LIMITATIONS AND RESTRICTIONS.
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3.1. The licenses granted above in Section 2 only extend to NXP
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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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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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||
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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as expressly permitted herein. This Agreement does not grant to you any implied
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||
rights under any NXP or third party Intellectual Property Rights.
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3.3. You may not translate, reverse engineer, decompile, or disassemble
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the Licensed Software except to the extent applicable law specifically
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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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||
decompiling, or disassembling the Licensed Software except to the extent
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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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licensor’s) copyright notices and other proprietary legends on copies of
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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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Government, then the Licensed Software is "restricted computer software" and is
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||
subject to FAR 52.227-19.
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3.6. You grant to NXP a non-exclusive, non-transferable, irrevocable,
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||
perpetual, worldwide, royalty-free, sub-licensable license under your
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Intellectual Property Rights to use without restriction and for any purpose any
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suggestion, comment or other feedback related to the Licensed Software
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(including, but not limited to, error corrections and bug fixes).
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3.7. You will not take or fail to take any action that could subject
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the Licensed Software to an Excluded License. An Excluded License means any
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||
license that requires, as a condition of use, modification or distribution of
|
||
software subject to the Excluded License, that such software or other software
|
||
combined and/or distributed with the software be (i) disclosed or distributed
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in source code form; (ii) licensed for the purpose of making Derivative Works;
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or (iii) redistributable at no charge.
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3.8. You may not publish or distribute reports associated with the use
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of the Licensed Software to anyone other than NXP. You may advise NXP of any
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||
results obtained from your use of the Licensed Software, including any problems
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||
or suggested improvements thereof, and NXP retains the right to use such
|
||
results and related information in any manner it deems appropriate.
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4. OPEN SOURCE. Open source software included in the Licensed
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Software is not licensed under the terms of this Agreement but is instead
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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
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of the open source software is subject to the terms of each applicable license.
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You must agree to the terms of each applicable license, or you cannot use the
|
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open source software.
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5. INTELLECTUAL PROPERTY RIGHTS.
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Upon request, you must provide NXP the source code of any derivative of the
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Licensed Software.
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Unless prohibited by law, the following paragraph shall apply. Your
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modifications to the Licensed Software, and all intellectual property rights
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associated with, and title thereto, will be the property of NXP. You agree to
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assign all, and hereby do assign all rights, title, and interest to any such
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modifications to the Licensed Software to NXP and agree to provide all
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assistance reasonably requested by NXP to establish, preserve or enforce such
|
||
right. Further, you agree to waive all moral rights relating to your
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modifications to the Licensed Software, including, without limitation, all
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rights of identification of authorship and all rights of approval, restriction,
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or limitation on use or subsequent modification. Notwithstanding the
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foregoing, you will have the license rights granted in Section 2 hereto to any
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such modifications made by you or your licensees.
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Otherwise, you agree to grant an irrevocable, worldwide, and perpetual license
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to NXP to make, have made, use, sell, offer to sell, import, commercialize,
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sublicense and reproduce your modifications or derivative works to the Licensed
|
||
Software without any payment to Licensee. You agree to provide all assistance
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reasonably requested by NXP to establish, preserve or enforce such right.
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6. ESSENTIAL PATENTS. NXP has no obligation to identify or obtain any
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license to any Intellectual Property Right of a third-party that may be
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necessary for use in connection with technology that is incorporated into the
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Authorized System (whether or not as part of the Licensed Software).
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7. TERM AND TERMINATION. This Agreement will remain in effect unless
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terminated as provided in this Section.
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7.1. You may terminate this Agreement immediately upon written notice
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to NXP at the address provided below.
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7.2. Either party may terminate this Agreement if the other party is in
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default of any of the terms and conditions of this Agreement, and termination
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is effective if the defaulting party fails to correct such default within 30
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days after written notice thereof by the non-defaulting party to the defaulting
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party at the address below.
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7.3. Notwithstanding the foregoing, NXP may terminate this Agreement
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||
immediately upon written notice if you: breach any of your confidentiality
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obligations or the license restrictions under this Agreement; become bankrupt,
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insolvent, or file a petition for bankruptcy or insolvency; make an assignment
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for the benefit of its creditors; enter proceedings for winding up or
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dissolution; are dissolved; or are nationalized or become subject to the
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expropriation of all or substantially all of your business or assets.
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7.4. Upon termination of this Agreement, all licenses granted under
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Section 2 will expire.
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7.5. After termination of this Agreement by either party you will
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destroy all parts of Licensed Software and its Derivative Works (if any) and
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will provide to NXP a statement certifying the same.
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7.6. Notwithstanding the termination of this Agreement for any reason,
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the terms of Sections 1 and 3 through 24 will survive.
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8. SUPPORT. NXP is not obligated to provide any support, upgrades or
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new releases of the Licensed Software under this Agreement. If you wish, you
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may contact NXP and report problems and provide suggestions regarding the
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Licensed Software. NXP has no obligation to respond to such a problem report or
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suggestion. NXP may make changes to the Licensed Software at any time, without
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any obligation to notify or provide updated versions of the Licensed Software
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to you.
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9. NO WARRANTY. To the maximum extent permitted by law, NXP expressly
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disclaims any warranty for the Licensed Software. The Licensed Software is
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||
provided "AS IS", without warranty of any kind, either express or implied,
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||
including without limitation the implied warranties of merchantability, fitness
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||
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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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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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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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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11. LIMITATION OF LIABILITY. EXCLUDING LIABILITY FOR A BREACH OF
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SECTION 2 (LICENSE GRANTS), SECTION 3 (LICENSE LIMITATIONS AND RESTRICTIONS),
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||
SECTION 16 (CONFIDENTIAL INFORMATION), OR CLAIMS UNDER SECTION 10 (INDEMNITY),
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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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DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF
|
||
TIME, INCONVENIENCE, COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES, TO
|
||
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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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
|
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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
|
||
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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end uses and military end users as specified in Section 15 C.F.R. § 744.21 and
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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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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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||
or technology restricted by such regulations or by other applicable national
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||
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
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or destination to which such transfer, diversion, export or re-export is
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restricted or prohibited, without obtaining prior written authorization from
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||
the applicable competent government authorities to the extent required by those
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laws.
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13. GOVERNMENT CONTRACT COMPLIANCE
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13.1. If you sell Authorized Systems directly to any government or public
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entity, including U.S., state, local, foreign or international governments or
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public entities, or indirectly via a prime contractor or subcontractor of such
|
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governments or entities, NXP makes no representations, certifications, or
|
||
warranties whatsoever about compliance with government or public entity
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||
acquisition statutes or regulations, including, without limitation, statutes or
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||
regulations that may relate to pricing, quality, origin or content.
|
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13.2. The Licensed Software has been developed at private expense and is a
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||
"Commercial Item" as defined in 48 C.F.R. Section 2.101, consisting of
|
||
"Commercial Computer Software", and/or "Commercial Computer Software
|
||
Documentation," as such terms are used in 48 C.F.R. Section 12.212 (or 48
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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.
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14. CRITICAL APPLICATIONS. In some cases, NXP may promote certain
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||
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
|
||
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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||
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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and requirements. Licensee makes the ultimate design decisions regarding its
|
||
products and is solely responsible for compliance with all legal, regulatory,
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||
safety, and security related requirements concerning its products, regardless
|
||
of any information or support that may be provided by NXP. As such, Licensee
|
||
assumes all risk related to use of the Licensed Software in Critical
|
||
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
|
||
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
|
||
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
|
||
confidence perpetually. You may not disclose any part of the Licensed Software
|
||
to anyone other than distributees in accordance with Section 2.3 and employees,
|
||
or subcontractors in accordance with Section 2.5, 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
|
||
confidentiality 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 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
|
||
invalid or unenforceable provision is further held to deprive you or NXP of a
|
||
material benefit, in which case the Agreement will immediately terminate, the
|
||
invalid or unenforceable provision will be replaced with a provision that is
|
||
valid and enforceable and that comes closest to the intention underlying the
|
||
invalid or unenforceable provision.
|
||
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
|
||
have the right, either itself or through an independent certified public
|
||
accountant to examine and audit, at NXP’s expense, not more than once a year,
|
||
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
|
||
|
||
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
|
||
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
|
||
complete Privacy Statement can be found at:
|
||
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
|
||
is either 1) Third Party Software or 2) NXP proprietary software subject to
|
||
different terms than those in the Agreement. If the Software 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:
|
||
|
||
AGGIOS, Inc.: EnergyLab LITE and Seed software are distributed by NXP under
|
||
license from AGGIOS, Inc. Your use of AGGIOS software, as the Licensee, is
|
||
subject to the following: (i) use of AGGIOS software is limited to object code
|
||
and Authorized System only; (ii) Licensee may not sublicense the AGGIOS
|
||
software to any third party; (iii) Licensee is only granted an evaluation
|
||
license for the Seed software, defined as license to use the Seed software
|
||
internally for own evaluation purposes, limited to three (3) months. Further
|
||
rights including but not limited to production deployment must be obtained
|
||
directly from AGGIOS, Inc.
|
||
|
||
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, 2024.
|
||
|
||
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
|
||
https://developer.amazon.com/support/legal/pml. All Amazon software is hereby
|
||
designated "Amazon confidential". With the exception of the binary library of
|
||
the Amazon Wake Word Engine for "Alexa", all Amazon software is also hereby
|
||
designated as "Restricted Program Materials". Amazon is a third-party
|
||
beneficiary to this Agreement with respect to the Amazon software.
|
||
|
||
Amazon Web Services, Inc.: AWS is an intended third-party beneficiary to this
|
||
Agreement with respect to the Greengrass software. If you have an account with
|
||
AWS that is not in good standing, you may not download, install, use or
|
||
distribute the Greengrass software. You will comply with all instructions and
|
||
requirements in any integration documents, guidelines, or other documentation
|
||
AWS provides. The license to the Greengrass software will immediately terminate
|
||
without notice if you (a) fail to comply with this Agreement or any other
|
||
agreement with AWS, (b) fail to make timely payment for any AWS service, (c)
|
||
fail to implement AWS updates, or (d) bring any action for intellectual
|
||
property infringement against AWS or any AWS customer utilizing AWS services.
|
||
Any dispute or claim relating to your use of the Greengrass software will be
|
||
resolved by binding arbitration, rather than in court, except that you may
|
||
assert claims in small claims court if your claims qualify.
|
||
|
||
Amazon: AWS Fleetwise software must be used consistent with the terms found
|
||
here: https://github.com/aws/aws-iot-fleetwise-edge/blob/main/LICENSE.
|
||
|
||
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.
|
||
|
||
Argus Cyber Security: The Argus software may only be used in object code and
|
||
only for evaluation and demonstration purposes.
|
||
|
||
Arm Toolkit: This tool is owned by Arm Limited. You may not reverse engineer,
|
||
decompile or dissemble any ARM Toolkit. You agree to abide by any third-party
|
||
IP requirements, including the relevant license terms where applicable, where
|
||
such third-party IP is identified in the documentation provided with the ARM
|
||
Toolkit. You may not copy the Arm Toolkit except solely for archival and backup
|
||
purposes provided all notices are preserved. Arm disclaims any and all
|
||
liability related to your use of the ARM Toolkit.
|
||
|
||
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.
|
||
|
||
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
|
||
|
||
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.
|
||
|
||
Cadence Design Systems: Use of Cadence audio codec software is limited to
|
||
distribution only of one copy per single NXP Product. The license granted
|
||
herein to the Cadence Design Systems HiFi aacPlus Audio Decoder software does
|
||
not include a license to the AAC family of technologies which you or your
|
||
customer may need to obtain. Configuration tool outputs may only be distributed
|
||
by licensees of the relevant Cadence SDK and distribution is limited to
|
||
distribution of one copy embedded in a single NXP Product. Your use of Cadence
|
||
NatureDSP Libraries whether in source code or in binary is restricted to NXP
|
||
SoC based systems or emulation enablement based on NXP SoC.
|
||
|
||
CEVA D.S.P. Ltd. And CEVA Technologies Inc. ("CEVA"): The CEVA-SPF2 linear
|
||
algebra, CEVA-SPF2 Neural Network Libraries, CEVA-SPF2 Core Libraries,
|
||
CEVA-SPF2 OpenAMP and CEVA-SPF2 STL licensed modules are owned by CEVA and such
|
||
materials may only be used in connection with an NXP product containing the
|
||
S250 or S125 integrated circuits, whether or not the CEVA-SPF2 Core is
|
||
physically implemented and/or enabled on such NXP product
|
||
|
||
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.
|
||
|
||
Coremark: Use of the Coremark benchmarking software is subject to the
|
||
following terms and conditions:
|
||
https://github.com/eembc/coremark/blob/main/LICENSE.md
|
||
|
||
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.
|
||
|
||
Crank: Use of Crank Software Inc. software is limited to evaluation and
|
||
demonstration only. Permitted distributions must be similarly limited. Further
|
||
rights must be obtained directly from Crank Software Inc.
|
||
|
||
Cypress Semiconductor Corporation: WWD RTOS source code may only be used in
|
||
accordance with the Cypress IOT Community License Agreement obtained directly
|
||
from Cypress Semiconductor Corporation.
|
||
|
||
Elektrobit Automotive GmbH ("EB"): EB software must be used consistent with the
|
||
EB License Terms and Conditions, Version 1.4 (Dec 2019) found here:
|
||
https://www.elektrobit.com/legal-notice/ . Licensee is only granted an
|
||
evaluation license for the EB software, defined as license to use the EB
|
||
software internally for own evaluation purposes, limited to three (3) months.
|
||
Production deployment of the EB software using this license is prohibited. See
|
||
additionally Section 2.1.1 EB EULA.
|
||
|
||
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.
|
||
|
||
Fenopix Technologies Private Limited: Under no circumstances may the CanvasJS
|
||
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
|
||
|
||
Global Locate (Broadcom Corporation): Use of Global Locate, Inc. software is
|
||
limited to evaluation and demonstration only. Permitted distributions must be
|
||
similarly limited. Further rights must be obtained from Global Locate.
|
||
|
||
IAR Systems: Use of IAR flashloader or any IAR source code is subject to the
|
||
terms of the IAR Source License located within the IAR zip package. The IAR
|
||
Source License applies to linker command files, example projects unless another
|
||
license is explicitly stated, the cstartup code, low_level_init.c, and some
|
||
other low-level runtime library files.
|
||
|
||
LC3plus: the LC3plus Low Complexity Communication Codec Plus (LC3plus) per ETSI
|
||
TS 103 634 V1.3.1, is subject to ETSI Intellectual Property Rights Policy, See
|
||
https://portal.etsi.org/directives/45_directives_jun_2022.pdf. For application
|
||
in an End Product, Fraunhofer communication applies, see
|
||
https://www.iis.fraunhofer.de/en/ff/amm/communication/lc3.html
|
||
|
||
Lumissil: Use of the Lumissil software constitutes your acceptance of the terms
|
||
of the Lumissil Software License Agreement. A link to the agreement is
|
||
incorporated as follows:
|
||
https://www.lumissil.com/assets/pdf/support/2023%20Lumissil%20IS3xCG5317%20Softw
|
||
are%20License%20Agreement%20NXP.pdf .
|
||
|
||
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
|
||
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. With
|
||
respect to the Microsoft PlayReady software, you will have the license rights
|
||
granted in Section 2, provided that you may not use the Microsoft PlayReady
|
||
software unless you have entered into a Microsoft PlayReady Master Agreement
|
||
and license directly with Microsoft.
|
||
|
||
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.
|
||
|
||
MM SOLUTIONS AD: Use of MM SOLUTIONS AEC (Auto Exposure Control) and AWB (Auto
|
||
White Balance) software is limited to demonstration, testing, and evaluation
|
||
only. In no event may Licensee distribute or sublicense the MM SOLUTIONS
|
||
software. Further rights must be obtained directly from MM SOLUTIONS.
|
||
|
||
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 rights must be obtained directly from MPEG LA.
|
||
|
||
MQX RTOS Code: 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.
|
||
|
||
NXP Voice Software: VoiceSpot, VoiceSeeker (including AEC), VIT Speech to
|
||
Intent, and Conversa may be used for evaluation or demonstration purposes only.
|
||
Any commercial distribution rights are subject to a separate royalty agreement
|
||
obtained from NXP.
|
||
|
||
NXP Wireless Charging Library: License to the Software is limited to use in
|
||
inductive coupling or wireless charging applications
|
||
|
||
ON Semiconductor: ON Semiconductor AP1302 Image Signal Processor Initialization
|
||
Binaries must be used consistent with the terms found here:
|
||
https://github.com/ONSemiconductor/ap1302_binaries/blob/main/AP1302%20Software%2
|
||
0License%20Agreement.pdf
|
||
|
||
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/
|
||
|
||
Oracle JRE (Java): The Oracle JRE must be used consistent with terms found
|
||
here: http://java.com/license
|
||
|
||
P&E Micro: P&E Software must be used consistent with the terms found here:
|
||
http://www.pemicro.com/licenses/gdbserver/license_gdb.pdf
|
||
|
||
Pro Design Electronic: Licensee may not modify, create derivative works based
|
||
on, or copy the Pro Design software, documentation, hardware execution key or
|
||
the accompanying materials. Licensee shall not use Pro Design's or any of its
|
||
licensors names, logos or trademarks to market the Authorized System. Only NXP
|
||
customers and distributors are permitted to further redistribute the Pro Design
|
||
software and only as part of an Authorized System which contains the Pro Design
|
||
software.
|
||
|
||
Qualcomm Atheros, Inc.: Notwithstanding anything in this Agreement, Qualcomm
|
||
Atheros, Inc. Wi-Fi software must be used strictly in accordance with the
|
||
Qualcomm Atheros, Inc. Technology License Agreement that accompanies such
|
||
software. Any other use is expressly prohibited.
|
||
|
||
Real Networks - 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 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 Innovations, Inc.: Not withstanding anything in this Agreement,
|
||
Real-Time Innovations, Inc. software must be used strictly in accordance with
|
||
Real-Time Innovations, Inc.'s Automotive Software Evaluation License Agreement,
|
||
available here:
|
||
https://www.rti.com/hubfs/_Collateral/Services_and_Support/Automotive_Evaluation
|
||
_SLA_90_dayNXP.pdf . Any other use is expressly prohibited.
|
||
|
||
RivieraWaves SAS (a member of the CEVA, Inc. family of companies): You may not
|
||
use the RivieraWaves intellectual property licensed under this Agreement if you
|
||
develop, market, and/or license products similar to such RivieraWaves
|
||
intellectual property. Such use constitutes a breach of this Agreement. Any
|
||
such use rights must be obtained directly from RivieraWaves.
|
||
|
||
SanDisk Corporation: If the Licensed Software includes software developed by
|
||
SanDisk Corporation ("SanDisk"), you must separately obtain the rights to
|
||
reproduce and distribute 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
|
||
all rights to any modifications or derivative works to the SanDisk Corporation
|
||
Licensed Software that you may create.
|
||
|
||
SEGGER Microcontroller - emWin Software: Your use of SEGGER emWin software and
|
||
components is restricted for development of NXP ARM7, ARM9, Cortex-M0,
|
||
Cortex-M3, Cortex-M4, Cortex-M33, Cortex-M7, and Cortex-A7 based products only.
|
||
|
||
SEGGER Microcontroller - J-Link/J-Trace Software: Segger software must be used
|
||
consistent with the terms found here: http://www.segger.com/jlink-software.html
|
||
|
||
SEVENSTAX - Not withstanding anything in this Agreement, SEVENSTAX GmbH
|
||
software must be used for evaluation purposes only, in strict accordance with
|
||
the SEVENSTAX License Agreement, available here:
|
||
https://www.sevenstax.de/fileadmin/documents/SEVENSTAX-NX-ESLA.txt. Any other
|
||
use, and embedding the software into commercial products, is expressly
|
||
prohibited.
|
||
Synopsys/BLE Software: Your use of the Synopsys/BLE Software and related
|
||
documentation is subject to the following:
|
||
(1) Synopsys is third-party beneficiaries of, and thus may enforce against you,
|
||
the license restrictions and confidentiality obligations in this agreement with
|
||
respect to their intellectual property and proprietary information.
|
||
(2) Your distribution of the Licensed Software shall subject any recipient to a
|
||
written agreement at least as protective of the Licensed Software as provided
|
||
in this Agreement.
|
||
|
||
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.
|
||
|
||
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.
|
||
|
||
TES Electronic Solutions Germany (TES): TES 3D Surround View software and
|
||
associated data and documentation may only be used for evaluation purposes and
|
||
for demonstration to third parties in integrated form on a board package
|
||
containing an NXP S32V234 device. Licensee may not distribute or sublicense the
|
||
TES software. Your license to the TES software may be terminated at any time
|
||
upon notice.
|
||
|
||
Vivante: Distribution of Vivante software must be a part of, or embedded
|
||
within, Authorized Systems that include a Vivante Graphics Processing Unit.
|