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author | Cristinel Panfir <cristinel.panfir@nxp.com> | 2020-01-06 15:30:32 +0200 |
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committer | Otavio Salvador <otavio@ossystems.com.br> | 2020-01-07 18:48:07 -0300 |
commit | bfc2b09891e9599d5278bae368092cd4d7de1b84 (patch) | |
tree | 5ea9b5ec748ff62831ca145ed6bf5d1fff613317 /EULA | |
parent | b16139f260908ad84d227ac4851cb8b596cdb339 (diff) | |
download | meta-freescale-bfc2b09891e9599d5278bae368092cd4d7de1b84.tar.gz |
EULA: Update LA_OPT_NXP_Software_License v9 August 2019
Signed-off-by: Cristinel Panfir <cristinel.panfir@nxp.com>
Diffstat (limited to 'EULA')
-rw-r--r-- | EULA | 1020 |
1 files changed, 483 insertions, 537 deletions
@@ -1,288 +1,265 @@ | |||
1 | LA_OPT_BASE_LICENSE v24 May 2018 | 1 | LA_OPT_NXP_Software_License v9 August 2019 |
2 | |||
3 | |||
4 | 2 | ||
5 | IMPORTANT. Read the following NXP Software License Agreement ("Agreement") | 3 | IMPORTANT. Read the following NXP Software License Agreement ("Agreement") |
6 | completely. By selecting the "I Accept" button at the end of this page, you | 4 | completely. By selecting the "I Accept" button at the end of this page, or by |
7 | indicate that you accept the terms of the Agreement and you acknowledge that | 5 | downloading, installing, or using the Licensed Software, you indicate that you |
8 | you have the authority, for yourself or on behalf of your company, to bind your | 6 | accept the terms of the Agreement and you acknowledge that you have the |
9 | company to these terms. You may then download or install the file. | 7 | authority, for yourself or on behalf of your company, to bind your company to |
10 | 8 | these terms. You may then download or install the file. In the event of a | |
11 | 9 | conflict between the terms of this Agreement and any license terms and | |
10 | conditions for NXP's proprietary software embedded anywhere in the Licensed | ||
11 | Software file, the terms of this Agreement shall control. If a separate | ||
12 | license agreement for the Licensed Software has been signed by you and NXP, | ||
13 | then that agreement shall govern your use of the Licensed Software and shall | ||
14 | supersede this Agreement. | ||
12 | 15 | ||
13 | NXP SOFTWARE LICENSE AGREEMENT | 16 | NXP SOFTWARE LICENSE AGREEMENT |
14 | 17 | ||
15 | 18 | This is a legal agreement between your employer, of which you are an authorized | |
16 | 19 | representative, or, if you have no employer, you as an individual ("you" or | |
17 | This is a legal agreement between you, as an authorized representative of your | 20 | "Licensee"), and NXP B.V. ("NXP"). It concerns your rights to use the software |
18 | employer, or if you have no employer, as an individual (together "you"), and | 21 | provided to you in binary or source code form and any accompanying written |
19 | NXP B.V. ("NXP"). It concerns your rights to use the software identified in | 22 | materials (the "Licensed Software"). The Licensed Software may include any |
20 | the Software Content Register and provided to you in binary or source code form | 23 | updates or error corrections or documentation relating to the Licensed Software |
21 | and any accompanying written materials (the "Licensed Software"). The Licensed | 24 | provided to you by NXP under this Agreement. In consideration for NXP allowing |
22 | Software may include any updates or error corrections or documentation relating | 25 | you to access the Licensed Software, you are agreeing to be bound by the terms |
23 | to the Licensed Software provided to you by NXP under this License. In | 26 | of this Agreement. If you do not agree to all of the terms of this Agreement, |
24 | consideration for NXP allowing you to access the Licensed Software, you are | 27 | do not download or install the Licensed Software. If you change your mind |
25 | agreeing to be bound by the terms of this Agreement. If you do not agree to all | 28 | later, stop using the Licensed Software and delete all copies of the Licensed |
26 | of the terms of this Agreement, do not download or install the Licensed | 29 | Software in your possession or control. Any copies of the Licensed Software |
27 | Software. If you change your mind later, stop using the Licensed Software and | 30 | that you have already distributed, where permitted, and do not destroy will |
28 | delete all copies of the Licensed Software in your possession or control. Any | 31 | continue to be governed by this Agreement. Your prior use will also continue to |
29 | copies of the Licensed Software that you have already distributed, where | 32 | be governed by this Agreement. |
30 | permitted, and do not destroy will continue to be governed by this Agreement. | 33 | |
31 | Your prior use will also continue to be governed by this Agreement. | 34 | 1. DEFINITIONS |
32 | 35 | ||
33 | 1. DEFINITIONS | 36 | 1.1. "Affiliate" means, with respect to a party, any corporation or |
34 | 37 | other legal entity that now or hereafter Controls, is Controlled by or is under | |
35 | 1.1. For NXP, the term "Affiliate" means (i) any Person Controlled by NXP | 38 | common Control with such party; where "Control" means the direct or indirect |
36 | Semiconductors N.V. or (ii) any Person Controlled by any transferee of all or | 39 | ownership of greater than fifty percent (50%) of the shares or similar |
37 | substantially all of the assets of NXP Semiconductors N.V., where "Controlled" | 40 | interests entitled to vote for the election of directors or other persons |
38 | means the direct or indirect beneficial ownership of more than fifty percent | 41 | performing similar functions. An entity is considered an Affiliate only so long |
39 | (50%) of the voting stock, or decision-making authority in the event that there | 42 | as such Control exists. |
40 | is no voting stock, in another entity; provided, any such Person described in | 43 | |
41 | clause (i) or (ii) shall be deemed to be an "Affiliate" only for so long as | 44 | 1.2 "Authorized System" means either (i) Licensee's hardware product |
42 | such Person is Controlled by NXP Semiconductors N.V. or such transferee. For | 45 | which incorporates an NXP Product or (ii) Licensee's software program which is |
43 | the purposes of this definition, "Person" is defined to mean "an individual, | 46 | used exclusively in connection with an NXP Product and with which the Licensed |
44 | corporation, partnership, limited liability company, association, | 47 | Software will be integrated. |
45 | unincorporated association, trust or other entity or organization, including a | 48 | |
46 | government or political subdivision or an agency or instrumentality thereof." | 49 | 1.3. "Derivative Work" means a work based upon one or more pre-existing |
47 | 50 | works. A work consisting of editorial revisions, annotations, elaborations, or | |
48 | 1.2. "Essential Patent" means a patent to the limited extent that infringement | 51 | other modifications which, as a whole, represent an original work of |
49 | of such patent cannot be avoided in remaining compliant with the technology | 52 | authorship, is a Derivative Work. |
50 | standards implicated by the usage of any of the Licensed Software, including | 53 | |
51 | optional implementation of the standards, on technical but not commercial | 54 | 1.4 "Intellectual Property Rights" means any and all rights under |
52 | grounds, taking into account normal technical practice and the state of the art | 55 | statute, common law or equity in and under copyrights, trade secrets, and |
53 | generally available at the time of standardization. | 56 | patents (including utility models), and analogous rights throughout the world, |
54 | |||
55 | 1.3. "Intellectual Property Rights" means any and all rights under statute, | ||
56 | common law or equity in and under copyrights, trade secrets, and patents | ||
57 | (including utility models), and analogous rights throughout the world, | ||
58 | including any applications for and the right to apply for, any of the foregoing. | 57 | including any applications for and the right to apply for, any of the foregoing. |
59 | 58 | ||
60 | 1.4. "Software Content Register" means the documentation accompanying the | 59 | 1.5 "NXP Product" means a programmable processing unit (e.g. a |
61 | Licensed Software which identifies the contents of the Licensed Software, | 60 | microprocessor, microcontroller, sensor or digital signal processor) supplied |
62 | including but not limited to identification of any Third Party Software. | 61 | directly or indirectly from NXP or an NXP Affiliate. |
63 | 62 | ||
64 | 1.5. "Third Party Software" means, any software included in the Licensed | 63 | 1.6 "Software Content Register" means the documentation which may |
65 | Software that is not NXP Proprietary software, and is not open source software, | 64 | accompany the Licensed Software which identifies the contents of the Licensed |
65 | Software, including but not limited to identification of any Third Party | ||
66 | Software, if any, and may also contain other related information as whether the | ||
67 | license in 2.3 is applicable. | ||
68 | |||
69 | 1.7 "Third Party Software" means, any software included in the Licensed | ||
70 | Software that is not NXP proprietary software, and is not open source software, | ||
66 | and to which different license terms may apply. | 71 | and to which different license terms may apply. |
67 | 72 | ||
68 | 2. LICENSE GRANT. | 73 | 2. LICENSE GRANT. |
69 | 74 | ||
70 | 2.1. Separate license grants to Third Party Software, or other terms applicable | 75 | 2.1. If you are not expressly granted the production use license in |
71 | to the Licensed Software if different from those granted in this Section 2, are | 76 | Section 2.3 in the Software Content Register, then you are only granted the |
72 | contained in Appendix A. The Licensed Software is accompanied by a Software | 77 | rights in Section 2.2 and not in 2.3. If you are expressly granted the |
73 | Content Register which will identify that portion of the Licensed Software, if | 78 | production use license in Section 2.3 in the Software Content Register, then |
74 | any, that is subject to the different terms in Appendix A. | 79 | you are granted the rights in both Section 2.2 and 2.3. |
75 | 80 | ||
76 | 2.2. Exclusively in connection with your development and distribution of | 81 | 2.2. Internal Use License. Subject to the terms and conditions of this |
77 | product containing a programmable processing unit (e.g. a microprocessor, | 82 | Agreement, NXP grants you a worldwide, personal, non-transferable, |
78 | microcontroller, sensor or digital signal processor) ("NXP Product") supplied | 83 | non-exclusive, non-sublicensable license, solely for the development of an |
79 | directly or indirectly from NXP ("Authorized System"), and exclusively for use | 84 | Authorized System: |
80 | with or integrated within an NXP Product, NXP grants you a world-wide, | 85 | (a) to use and reproduce the Licensed Software (and its Derivative Works |
81 | personal, non-transferable, non-exclusive, non-sublicensable, license, under | 86 | prepared under the license in Section 2.2(b)); and |
82 | NXP's Intellectual Property Rights: | 87 | (b) for Licensed Software provided to you in source code form (human |
83 | 88 | readable), to prepare Derivative Works of the Licensed Software. | |
84 | (a) to use and reproduce the Licensed Software only as part of, or integrated | 89 | You may not distribute or sublicense the Licensed Software to others under the |
85 | within, Authorized Systems and not on a standalone basis; | 90 | license granted in this Section 2.2. |
86 | 91 | ||
87 | (b) to directly or indirectly manufacture, demonstrate, copy, distribute, | 92 | 2.3. Production Use License. If expressly authorized in the Software |
88 | market and sell the Licensed Software in object code (machine readable) only as | 93 | Content Register, subject to the terms and conditions of this Agreement, NXP |
89 | part of, or embedded within, Authorized Systems in object code form and not on | 94 | grants you a worldwide, personal, non-transferable, non-exclusive, |
90 | a standalone basis. Notwithstanding the foregoing, those files marked as .h | 95 | non-sublicensable license solely in connection with your manufacturing and |
91 | files ("Header files") may be distributed in source or object code form, but | 96 | distribution of an Authorized System: |
92 | only as part of, or embedded within Authorized Systems. | 97 | (a) to manufacture (or have manufactured), distribute, and market |
93 | 98 | the Licensed Software (and its Derivative Works prepared under the license in | |
94 | (c) to copy, use and distribute as needed, solely in connection with an | 99 | 2.2(b)) in object code (machine readable format) only as part of, or embedded |
95 | Authorized System, proprietary NXP information associated with the Licensed | 100 | within, Authorized Systems and not on a standalone basis. Notwithstanding the |
96 | Software for the purpose of developing, maintaining and supporting Authorized | 101 | foregoing, those files marked as .h files ("Header files") may be distributed |
97 | Systems with which the Licensed Software is integrated or associated. | 102 | in source or object code form, but only as part of, or embedded within |
98 | 103 | Authorized Systems; and | |
99 | 104 | (b) to copy and distribute as needed, solely in connection with an | |
100 | 105 | Authorized System, non-confidential NXP information provided as part of the | |
101 | 2.3. For Licensed Software provided to you in source code form (human | 106 | Licensed Software for the purpose of maintaining and supporting Authorized |
102 | readable), exclusively for use with or integrated within an NXP Product, NXP | 107 | Systems with which the Licensed Software is integrated. |
103 | further grants to you a worldwide, personal, non-transferable, non-exclusive, | 108 | |
104 | non-sublicensable, license, under NXP's Intellectual Property Rights: | 109 | 2.4 Separate license grants to Third Party Software, or other terms |
105 | 110 | applicable to the Licensed Software if different from those granted in this | |
106 | (a) to prepare derivative works of the Licensed Software, only as part of, or | 111 | Section 2, are contained in Appendix A. The Licensed Software may be |
107 | integrated within, Authorized Systems and not on a standalone basis; | 112 | accompanied by a Software Content Register which will identify that portion of |
108 | 113 | the Licensed Software, if any, that is subject to the different terms in | |
109 | (b) to use, demonstrate, copy, distribute, market and sell the derivative | 114 | Appendix A. |
110 | works of the Licensed Software in object code (machine readable) only as part | 115 | |
111 | of, or integrated within, Authorized Systems and not on a standalone basis. | 116 | 2.5. You may use subcontractors on your premises to exercise your |
112 | Notwithstanding the foregoing, those files marked as .h files ("Header files") | 117 | rights under Section 2.2 and Section 2.3, if any, so long as you have an |
113 | may be distributed in source or object code form, but only as part of, or | 118 | agreement in place with the subcontractor containing confidentiality |
114 | embedded within Authorized Systems. | 119 | restrictions no less stringent than those contained in this Agreement. You will |
115 | 120 | remain liable for your subcontractors' adherence to the terms of this Agreement | |
116 | 2.4. You may use subcontractors on your premises to exercise your rights under | 121 | and for any and all acts and omissions of such subcontractors with respect to |
117 | Section 2.2 and 2.3 so long as you have an agreement in place with the | 122 | this Agreement and the Licensed Software. |
118 | subcontractor containing confidentiality restrictions no less stringent than | 123 | |
119 | those contained in this Agreement. You will remain liable for your | 124 | 3. LICENSE LIMITATIONS AND RESTRICTIONS. |
120 | subcontractors' adherence to the terms of this Agreement and for any and all | 125 | |
121 | acts and omissions of such subcontractors with respect to this Agreement and | 126 | 3.1. The licenses granted above in Section 2 only extend to NXP |
122 | the Licensed Software. | 127 | Intellectual Property Rights that would be infringed by the unmodified Licensed |
123 | 128 | Software prior to your preparation of any Derivative Work. | |
124 | 3. LICENSE LIMITATIONS AND RESTRICTIONS. | 129 | 3.2. The Licensed Software is licensed to you, not sold. Title to |
125 | 130 | Licensed Software delivered hereunder remains vested in NXP or NXP's licensor | |
126 | 3.1. The licenses granted above in Section 2.3 only extend to NXP intellectual | 131 | and cannot be assigned or transferred. You are expressly forbidden from selling |
127 | property rights that would be infringed by the Licensed Software prior to your | 132 | or otherwise distributing the Licensed Software, or any portion thereof, except |
128 | preparation of any derivative work. | 133 | as expressly permitted herein. This Agreement does not grant to you any implied |
129 | 134 | rights under any NXP or third party Intellectual Property Rights. | |
130 | 3.2. The Licensed Software is licensed to you, not sold. Title to Licensed | 135 | 3.3. You may not translate, reverse engineer, decompile, or disassemble |
131 | Software delivered hereunder remains vested in NXP or NXP's licensor and cannot | 136 | the Licensed Software except to the extent applicable law specifically |
132 | be assigned or transferred. You are expressly forbidden from selling or | 137 | prohibits such restriction. You must prohibit your subcontractors or customers |
133 | otherwise distributing the Licensed Software, or any portion thereof, except as | 138 | (if distribution is permitted) from translating, reverse engineering, |
134 | expressly permitted herein. This Agreement does not grant to you any implied | 139 | decompiling, or disassembling the Licensed Software except to the extent |
135 | rights under any NXP or third party intellectual property. | 140 | applicable law specifically prohibits such restriction. |
136 | 141 | 3.4. You must reproduce any and all of NXP's (or its third-party | |
137 | 3.3. You may not translate, reverse engineer, decompile, or disassemble the | 142 | licensor's) copyright notices and other proprietary legends on copies of |
138 | Licensed Software except to the extent applicable law specifically prohibits | 143 | Licensed Software. |
139 | such restriction. You must prohibit your sublicensees from translating, | 144 | 3.5. If you distribute the Licensed Software to the United States |
140 | reverse engineering, decompiling, or disassembling the Licensed Software except | 145 | Government, then the Licensed Software is "restricted computer software" and is |
141 | to the extent applicable law specifically prohibits such restriction. | 146 | subject to FAR 52.227-19. |
142 | 147 | 3.6. You grant to NXP a non-exclusive, non-transferable, irrevocable, | |
143 | 3.4. You must reproduce any and all of NXP's (or its third party licensor's) | ||
144 | copyright notices and other proprietary legends on copies of Licensed Software. | ||
145 | |||
146 | |||
147 | 3.5. If you distribute the Licensed Software to the United States Government, | ||
148 | then the Licensed Software is "restricted computer software" and is subject to | ||
149 | FAR 52.227-19 (c)(1) and (c)(2). | ||
150 | |||
151 | 3.6. You grant to NXP a non-exclusive, non-transferable, irrevocable, | ||
152 | perpetual, worldwide, royalty-free, sub-licensable license under your | 148 | perpetual, worldwide, royalty-free, sub-licensable license under your |
153 | Intellectual Property Rights to use without restriction and for any purpose any | 149 | Intellectual Property Rights to use without restriction and for any purpose any |
154 | suggestion, comment or other feedback related to the Licensed Software | 150 | suggestion, comment or other feedback related to the Licensed Software |
155 | (including, but not limited to, error corrections and bug fixes). | 151 | (including, but not limited to, error corrections and bug fixes). |
156 | 152 | 3.7. You will not take or fail to take any action that could subject | |
157 | 3.7. You will not take or fail to take any action that could subject the | 153 | the Licensed Software to an Excluded License. An Excluded License means any |
158 | Licensed Software to an Excluded License. An Excluded License means any license | 154 | license that requires, as a condition of use, modification or distribution of |
159 | that requires, as a condition of use, modification or distribution of software | 155 | software subject to the Excluded License, that such software or other software |
160 | subject to the Excluded License, that such software or other software combined | 156 | combined and/or distributed with the software be (i) disclosed or distributed |
161 | and/or distributed with the software be (i) disclosed or distributed in source | 157 | in source code form; (ii) licensed for the purpose of making Derivative Works; |
162 | code form; (ii) licensed for the purpose of making derivative works; or (iii) | 158 | or (iii) redistributable at no charge. |
163 | redistributable at no charge. | 159 | 3.8. You may not publish or distribute information, results or data |
164 | 160 | associated with the use of the Licensed Software to anyone other than NXP; | |
165 | 3.8. You may not publish or distribute information, results or data associated | 161 | however, you must advise NXP of any results obtained including any problems or |
166 | with the use of the Licensed Software to anyone other than NXP; however, you | 162 | suggested improvements thereof. NXP retains the right to use such results and |
167 | must advise NXP of any results obtained including any problems or suggested | 163 | related information in any manner it deems appropriate |
168 | improvements thereof. NXP retains the right to use such results and related | 164 | |
169 | information in any manner it deems appropriate. | 165 | 4. OPEN SOURCE. Open source software included in the Licensed |
170 | 166 | Software is not licensed under the terms of this Agreement but is instead | |
171 | 4. OPEN SOURCE. Open source software included in the | 167 | licensed under the terms of the applicable open source license(s), such as the |
172 | Licensed Software is not licensed under the terms of this Agreement but is | 168 | BSD License, Apache License or the GNU Lesser General Public License. Your use |
173 | instead licensed under the terms of the applicable open source license(s), such | 169 | of the open source software is subject to the terms of each applicable license. |
174 | as the BSD License, Apache License or the GNU Lesser General Public License. | 170 | You must agree to the terms of each applicable license, or you cannot use the |
175 | Your use of the open source software is subject to the terms of each applicable | 171 | open source software. |
176 | license. You must agree to the terms of each applicable license, or you cannot | 172 | |
177 | use the open source software. | 173 | 5. INTELLECTUAL PROPERTY RIGHTS. Your modifications to the Licensed |
178 | 174 | Software, and all Intellectual Property Rights associated with, and title | |
179 | 5. INTELLECTUAL PROPERTY RIGHTS. Subject to NXP's ownership | 175 | thereto, will be the property of NXP. Upon request, you must provide NXP the |
180 | interest in the underlying Licensed Software, all intellectual property rights | 176 | source code of any derivative of the Licensed Software. You agree to assign |
181 | associated with, and title to, your Authorized System will be retained by or | 177 | all, and hereby do assign all rights, title, and interest to any such |
182 | will vest in you. Your modifications to the Licensed Software, and all | 178 | modifications to the Licensed Software to NXP and agree to provide all |
183 | intellectual property rights associated with, and title thereto, will be the | 179 | assistance reasonably requested by NXP to establish, preserve or enforce such |
184 | property of NXP. Upon request, you must provide NXP the source code of any | 180 | right. Further, you agree to waive all moral rights relating to your |
185 | derivative of the Licensed Software. You agree to assign all, and hereby do | 181 | modifications to the Licensed Software, including, without limitation, all |
186 | assign all rights, title, and interest to any such modifications to the | 182 | rights of identification of authorship and all rights of approval, restriction, |
187 | Licensed Software to NXP and agree to provide all assistance reasonably | 183 | or limitation on use or subsequent modification. Notwithstanding the foregoing, |
188 | requested by NXP to establish, preserve or enforce such right. Further, you | 184 | you will have the license rights granted in Section 2 hereto to any such |
189 | agree to waive all moral rights relating to your modifications to the Licensed | 185 | modifications made by you or your subcontractor. |
190 | Software, including, without limitation, all rights of identification of | 186 | |
191 | authorship and all rights of approval, restriction, or limitation on use or | 187 | 6. PATENT COVENANT NOT TO SUE. As partial, material consideration for the |
192 | subsequent modification. Notwithstanding the foregoing, you will have the | 188 | rights granted to you under this Agreement, you covenant not to sue or |
193 | license rights granted in Section 2 hereto to any such modifications made by | 189 | otherwise assert your patents against NXP or an NXP Affiliate, or a NXP |
194 | you or your licensees. | 190 | licensee of the Licensed Software for infringement of your Intellectual |
195 | |||
196 | 6. PATENT COVENANT NOT TO SUE. As partial, material consideration | ||
197 | for the rights granted to you under this Agreement, you covenant not to sue or | ||
198 | otherwise assert your patents against NXP, a NXP Affiliate or subsidiary, or a | ||
199 | NXP licensee of the Licensed Software for infringement of your Intellectual | ||
200 | Property Rights by the manufacture, use, sale, offer for sale, importation or | 191 | Property Rights by the manufacture, use, sale, offer for sale, importation or |
201 | other disposition or promotion of the Licensed Software and/or any | 192 | other disposition or promotion of the Licensed Software and/or any |
202 | redistributed portions of the Licensed Software. | 193 | redistributed portions of the Licensed Software. |
203 | 194 | ||
204 | 7. ESSENTIAL PATENTS. You are solely responsible for obtaining | 195 | 7. ESSENTIAL PATENTS. NXP has no obligation to identify or obtain any |
205 | licenses for any relevant Essential Patents for your use in connection with | 196 | license to any Intellectual Property Right of a third-party that may be |
206 | technology that you incorporate into your product (whether as part of the | 197 | necessary for use in connection with technology that is incorporated into the |
207 | Licensed Software or not). | 198 | Authorized System (whether or not as part of the Licensed Software). |
208 | 199 | ||
209 | 8. TERM AND TERMINATION. This Agreement will remain in effect | 200 | 8. TERM AND TERMINATION. This Agreement will remain in effect unless |
210 | unless terminated as provided in this Section 8. | 201 | terminated as provided in this Section. |
211 | 202 | 8.1. You may terminate this Agreement immediately upon written notice | |
212 | 8.1. You may terminate this Agreement immediately upon written notice to NXP at | 203 | to NXP at the address provided below. |
213 | the address provided below. | 204 | 8.2. Either party may terminate this Agreement if the other party is in |
214 | 205 | default of any of the terms and conditions of this Agreement, and termination | |
215 | 8.2. Either party may terminate this Agreement if the other party is in default | 206 | is effective if the defaulting party fails to correct such default within 30 |
216 | of any of the terms and conditions of this Agreement, and termination is | 207 | days after written notice thereof by the non-defaulting party to the defaulting |
217 | effective if the defaulting party fails to correct such default within 30 days | ||
218 | after written notice thereof by the non-defaulting party to the defaulting | ||
219 | party at the address below. | 208 | party at the address below. |
220 | 209 | 8.3. Notwithstanding the foregoing, NXP may terminate this Agreement | |
221 | 8.3. Notwithstanding the foregoing, NXP may terminate this Agreement | ||
222 | immediately upon written notice if you: breach any of your confidentiality | 210 | immediately upon written notice if you: breach any of your confidentiality |
223 | obligations or the license restrictions under this Agreement; become bankrupt, | 211 | obligations or the license restrictions under this Agreement; become bankrupt, |
224 | insolvent, or file a petition for bankruptcy or insolvency, make an assignment | 212 | insolvent, or file a petition for bankruptcy or insolvency; make an assignment |
225 | for the benefit of its creditors; enter proceedings for winding up or | 213 | for the benefit of its creditors; enter proceedings for winding up or |
226 | dissolution ;are dissolved; or are nationalized or become subject to the | 214 | dissolution; are dissolved; or are nationalized or become subject to the |
227 | expropriation of all or substantially all of its business or assets. | 215 | expropriation of all or substantially all of your business or assets. |
228 | 216 | 8.4. Upon termination of this Agreement, all licenses granted under | |
229 | 8.4. Upon termination of this Agreement, all licenses granted under Section 2 | 217 | Section 2 will expire. |
230 | will expire, except that any licenses extended to end-users pursuant to | 218 | 8.5. After termination of this Agreement by either party you will |
231 | Sections 2.2(b), 2.2(c), and 2.3(b), which have been granted prior to such | 219 | destroy all parts of Licensed Software and its Derivative Works (if any) and |
232 | termination will survive. | 220 | will provide to NXP a statement certifying the same. |
233 | 221 | 8.6. Notwithstanding the termination of this Agreement for any reason, | |
234 | 8.5. After termination of this Agreement by either party and upon NXP's written | 222 | the terms of Sections 1 and 3 through 25 will survive. |
235 | request, you will, at your discretion, return to the NXP any confidential | 223 | |
236 | information including all copies thereof or furnish to NXP at the address | 224 | 9. SUPPORT. NXP is not obligated to provide any support, upgrades or |
237 | below, a statement certifying, with respect to the Licensed Software delivered | 225 | new releases of the Licensed Software under this Agreement. If you wish, you |
238 | hereunder that the original and all copies, except for archival copies to be | ||
239 | used solely for dispute resolution purposes, in whole or in part, in any form, | ||
240 | of the Licensed Software have been destroyed. | ||
241 | |||
242 | 8.6. Notwithstanding the termination of this Agreement for any reason, the | ||
243 | terms of Sections 1, 3, 5 through 25 will survive. | ||
244 | |||
245 | 9. SUPPORT. NXP is not obligated to provide any support, upgrades | ||
246 | or new releases of the Licensed Software under this Agreement. If you wish, you | ||
247 | may contact NXP and report problems and provide suggestions regarding the | 226 | may contact NXP and report problems and provide suggestions regarding the |
248 | Licensed Software. NXP has no obligation to respond to such a problem report or | 227 | Licensed Software. NXP has no obligation to respond to such a problem report or |
249 | suggestion. NXP may make changes to the Licensed Software at any time, without | 228 | suggestion. NXP may make changes to the Licensed Software at any time, without |
250 | any obligation to notify or provide updated versions of the Licensed Software | 229 | any obligation to notify or provide updated versions of the Licensed Software |
251 | to you. | 230 | to you. |
252 | 231 | ||
232 | 10. NO WARRANTY. To the maximum extent permitted by law, NXP expressly | ||
233 | disclaims any warranty for the Licensed Software. The Licensed Software is | ||
234 | provided "AS IS", without warranty of any kind, either express or implied, | ||
235 | including without limitation the implied warranties of merchantability, fitness | ||
236 | for a particular purpose, or non-infringement. You assume the entire risk | ||
237 | arising out of the use or performance of the licensed software, or any systems | ||
238 | you design using the licensed software (if any). | ||
253 | 239 | ||
254 | 10. NO WARRANTY. To the maximum extent permitted by law, NXP | 240 | 11. INDEMNITY. You agree to fully defend and indemnify NXP from all |
255 | expressly disclaims any warranty for the Licensed Software. The Licensed | ||
256 | Software is provided "AS IS", without warranty of any kind, either express or | ||
257 | implied, including without limitation the implied warranties of | ||
258 | merchantability, fitness for a particular purpose, or non-infringement. You | ||
259 | assume the entire risk arising out of the use or performance of the licensed | ||
260 | software, or any systems you design using the licensed software (if any). | ||
261 | |||
262 | 11. INDEMNITY. You agree to fully defend and indemnify NXP from all | ||
263 | claims, liabilities, and costs (including reasonable attorney's fees) related | 241 | claims, liabilities, and costs (including reasonable attorney's fees) related |
264 | to (1) your use (including your contractors or distributee's use, if permitted) | 242 | to (1) your use (including your subcontractor's or distributee's use, if |
265 | of the Licensed Software or (2) your violation of the terms and conditions of | 243 | permitted) of the Licensed Software or (2) your violation of the terms and |
266 | this Agreement. | 244 | conditions of this Agreement. |
267 | 245 | ||
268 | 12. LIMITATION OF LIABILITY. EXCLUDING LIABILITY FOR A BREACH OF | 246 | 12. LIMITATION OF LIABILITY. EXCLUDING LIABILITY FOR A BREACH OF |
269 | SECTION 2 (LICENSE GRANTS), SECTION 3 (LICENSE LIMITATIONS AND RESTRICTIONS), | 247 | SECTION 2 (LICENSE GRANTS), SECTION 3 (LICENSE LIMITATIONS AND RESTRICTIONS), |
270 | SECTION 17 (CONFIDENTIAL INFORMATION), OR CLAIMS UNDER SECTION 11(INDEMNITY), | 248 | SECTION 17 (CONFIDENTIAL INFORMATION), OR CLAIMS UNDER SECTION 11(INDEMNITY), |
271 | IN NO EVENT WILL EITHER PARTY BE LIABLE, WHETHER IN CONTRACT, TORT, OR | 249 | IN NO EVENT WILL EITHER PARTY BE LIABLE, WHETHER IN CONTRACT, TORT, OR |
272 | OTHERWISE, FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE | 250 | OTHERWISE, FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE |
273 | DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF | 251 | DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF |
274 | TIME, INCONVENIENCE, COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES, TO | 252 | TIME, INCONVENIENCE, COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES, TO |
275 | THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. NXP'S TOTAL LIABILITY FOR ALL | 253 | THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. NXP'S TOTAL LIABILITY FOR ALL |
276 | COSTS, DAMAGES, CLAIMS, OR LOSSES WHATSOEVER ARISING OUT OF OR IN CONNECTION | 254 | COSTS, DAMAGES, CLAIMS, OR LOSSES WHATSOEVER ARISING OUT OF OR IN CONNECTION |
277 | WITH THIS AGREEMENT OR PRODUCT(S) SUPPLIED UNDER THIS AGREEMENT IS LIMITED TO | 255 | WITH THIS AGREEMENT OR PRODUCT(S) SUPPLIED UNDER THIS AGREEMENT IS LIMITED TO |
278 | THE AGGREGATE AMOUNT PAID BY YOU TO NXP IN CONNECTION WITH THE LICENSED | 256 | THE AGGREGATE AMOUNT PAID BY YOU TO NXP IN CONNECTION WITH THE LICENSED |
279 | SOFTWARE TO WHICH LOSSES OR DAMAGES ARE CLAIMED. | 257 | SOFTWARE PROVIDED UNDER THIS AGREEMENT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. |
280 | |||
281 | 258 | ||
282 | 13. EXPORT COMPLIANCE. Each party shall comply with all applicable | 259 | 13. EXPORT COMPLIANCE. Each party shall comply with all applicable |
283 | export and import control laws and regulations including but not limited to the | 260 | export and import control laws and regulations including but not limited to the |
284 | US Export Administration Regulations (including prohibited party lists issued | 261 | US Export Administration Regulation (including prohibited party lists issued by |
285 | by other federal governments), Catch-all regulations and all national and | 262 | other federal governments), Catch-all regulations and all national and |
286 | international embargoes. Each party further agrees that it will not knowingly | 263 | international embargoes. Each party further agrees that it will not knowingly |
287 | transfer, divert, export or re-export, directly or indirectly, any product, | 264 | transfer, divert, export or re-export, directly or indirectly, any product, |
288 | software, including software source code, or technology restricted by such | 265 | software, including software source code, or technology restricted by such |
@@ -293,88 +270,74 @@ such transfer, diversion, export or re-export is restricted or prohibited, | |||
293 | without obtaining prior written authorization from the applicable competent | 270 | without obtaining prior written authorization from the applicable competent |
294 | government authorities to the extent required by those laws. | 271 | government authorities to the extent required by those laws. |
295 | 272 | ||
296 | 14. GOVERNMENT CONTRACT COMPLIANCE. | 273 | 14. GOVERNMENT CONTRACT COMPLIANCE |
297 | 274 | ||
298 | 14.1. If you sell Authorized Systems directly to any government | 275 | 14.1. If you sell Authorized Systems directly to any government or public |
299 | or public entity, including U.S., state, local, foreign or international | 276 | entity, including U.S., state, local, foreign or international governments or |
300 | governments or public entities, or indirectly via a prime contractor or | 277 | public entities, or indirectly via a prime contractor or subcontractor of such |
301 | subcontractor of such governments or entities, NXP makes no representations, | 278 | governments or entities, NXP makes no representations, certifications, or |
302 | certifications, or warranties whatsoever about compliance with government or | 279 | warranties whatsoever about compliance with government or public entity |
303 | public entity acquisition statutes or regulations, including, without | 280 | acquisition statutes or regulations, including, without limitation, statutes or |
304 | limitation, statutes or regulations that may relate to pricing, quality, origin | 281 | regulations that may relate to pricing, quality, origin or content. |
305 | or content. | 282 | 14.2. The Licensed Software has been developed at private expense and is a |
306 | 283 | "Commercial Item" as defined in 48 C.F.R. Section 2.101, consisting of | |
307 | 14.2. The Licensed Software has been developed at private | 284 | "Commercial Computer Software", and/or "Commercial Computer Software |
308 | expense and is a "Commercial Item" as defined in 48 C.F.R. §2.101, consisting | 285 | Documentation," as such terms are used in 48 C.F.R. Section 12.212 (or 48 |
309 | of "Commercial Computer Software", and/or "Commercial Computer Software | 286 | C.F.R. Section 227.7202, as applicable) and may only be licensed to or shared |
310 | Documentation," as such terms are used in 48 C.F.R. §12.212 (or 48 C.F.R. | 287 | with U.S. Government end users in object code form as part of, or embedded |
311 | §227.7202, as applicable) and may only be licensed to or shared with U.S. | 288 | within, Authorized Systems. Any agreement pursuant to which you share the |
312 | Government end users in object code form as part of, or embedded within, | 289 | Licensed Software will include a provision that reiterates the limitations of |
313 | Authorized Systems. Any agreement pursuant to which you share the Licensed | 290 | this document and requires all sub-agreements to similarly contain such |
314 | Software will include a provision that reiterates the limitations of this | 291 | limitations. |
315 | document and requires all sub-agreements to similarly contain such limitations. | 292 | |
316 | 293 | 15. CRITICAL APPLICATIONS | |
317 | 15. SAFETY CRITICAL APPLICATIONS | 294 | |
318 | 295 | 15.1. You make the ultimate design decisions regarding your products and | |
319 | 15.1. In some cases, NXP may promote certain Licensed Software | 296 | are solely responsible for compliance with all legal, regulatory, safety, and |
320 | for use in safety-related applications. NXP's goal is to educate licensees so | 297 | security related requirements concerning your products, regardless of any |
321 | that they can design their own end-product solutions to meet applicable | 298 | information or support that may be provided by NXP. The Licensed Software is |
322 | functional safety standards and requirements. You make the ultimate design | 299 | not designed for use in connection with products, applications, or systems |
323 | decisions regarding your products and are solely responsible for compliance | 300 | where a failure could cause personal injury or death. If Licensee's, or |
324 | with all legal, regulatory, safety, and security related requirements | 301 | Licensee's contractors or distributees, permit use of the Licensed Software for |
325 | concerning your products, regardless of any information or support that may be | 302 | such products, applications, or systems, Licensee agrees to indemnify NXP and |
326 | provided by NXP. Accordingly, you will indemnify and hold NXP harmless from | 303 | its officers and employees from all liability, including attorneys' fees and |
327 | any claims, liabilities, damages and associated costs and expenses (including | 304 | costs. |
328 | attorneys' fees) that NXP may incur related to your incorporation of any | 305 | |
329 | product in a safety-critical application or system. | 306 | 16. CHOICE OF LAW; VENUE. This Agreement will be governed by, |
330 | |||
331 | 15.2. Only Licensed Software that NXP has specifically | ||
332 | designated as "Automotive Qualified" is intended for use in automotive, | ||
333 | military, or aerospace applications or environments. If you use Licensed | ||
334 | Software that has not been designated as "Automotive Qualified" in an | ||
335 | automotive, military, or aerospace application or environment, you do so at | ||
336 | your own risk. | ||
337 | |||
338 | 15.3. Licensed Software is not intended or authorized for any | ||
339 | use in anti-personnel landmines. | ||
340 | |||
341 | 16. CHOICE OF LAW; VENUE. This Agreement will be governed by, | ||
342 | construed, and enforced in accordance with the laws of The Netherlands, without | 307 | construed, and enforced in accordance with the laws of The Netherlands, without |
343 | regard to conflicts of laws principles, will apply to all matters relating to | 308 | regard to conflicts of laws principles, will apply to all matters relating to |
344 | this Agreement or the Licensed Software, and you agree that any litigation will | 309 | this Agreement or the Licensed Software, and you agree that any litigation will |
345 | be subject to the exclusive jurisdiction of the courts of Amsterdam, The | 310 | be subject to the exclusive jurisdiction of the courts of Amsterdam, The |
346 | Netherlands. The United Nations Convention on Contracts for the International | 311 | Netherlands. The United Nations Convention on Contracts for the International |
347 | Sale of Goods will not apply to this document. | 312 | Sale of Goods will not apply to this document. |
348 | 313 | ||
349 | 17. CONFIDENTIAL INFORMATION. Subject to the license grants and | 314 | 17. CONFIDENTIAL INFORMATION. Subject to the license grants and |
350 | restrictions contained herein, you must treat the Licensed Software as | 315 | restrictions contained herein, you must treat the Licensed Software as |
351 | confidential information and you agree to retain the Licensed Software in | 316 | confidential information and you agree to retain the Licensed Software in |
352 | confidence perpetually, with respect to Licensed Software in source code form | 317 | confidence perpetually. You may not disclose any part of the Licensed Software |
353 | (human readable), or for a period of five (5) years from the date of | 318 | to anyone other than distributees in accordance with Section 2.3 and employees, |
354 | termination of this Agreement, with respect to all other parts of the Licensed | 319 | or subcontractors in accordance with Section 2.5, who have a need to know of |
355 | Software. During this period, you may not disclose any part of the Licensed | 320 | the Licensed Software and who have executed written agreements obligating them |
356 | Software to anyone other than employees, or sub-contractors in accordance with | 321 | to protect such Licensed Software to at least the same degree of |
357 | Section 2.4 who have a need to know of the Licensed Software and who have | 322 | confidentiality as in this Agreement. You agree to use the same degree of care, |
358 | executed written agreements obligating them to protect such Licensed Software | 323 | but no less than a reasonable degree of care, with the Licensed Software as you |
359 | to at least the same degree of care as in this Agreement. You agree to use the | 324 | do with your own confidential information. You may disclose Licensed Software |
360 | same degree of care, but no less than a reasonable degree of care, with the | 325 | to the extent required by a court or under operation of law or order provided |
361 | Licensed Software as you do with your own confidential information. You may | 326 | that you notify NXP of such requirement prior to disclosure, which you only |
362 | disclose Licensed Software to the extent required by a court or under operation | 327 | disclose the minimum of the required information, and that you allow NXP the |
363 | of law or order provided that you notify NXP of such requirement prior to | 328 | opportunity to object to such court or other legal body requiring such |
364 | disclosure, which you only disclose information required, and that you allow | ||
365 | NXP the opportunity to object to such court or other legal body requiring such | ||
366 | disclosure. | 329 | disclosure. |
367 | 330 | ||
368 | 18. TRADEMARKS. You are not authorized to use any NXP trademarks, | 331 | 18. TRADEMARKS. You are not authorized to use any NXP trademarks, brand |
369 | brand names, or logos. | 332 | names, or logos. |
370 | 333 | ||
371 | 19. ENTIRE AGREEMENT. This Agreement constitutes the entire | 334 | 19 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement |
372 | agreement between you and NXP regarding the subject matter of this Agreement, | 335 | between you and NXP regarding the subject matter of this Agreement, and |
373 | and supersedes all prior communications, negotiations, understandings, | 336 | supersedes all prior communications, negotiations, understandings, agreements |
374 | agreements or representations, either written or oral, if any. This Agreement | 337 | or representations, either written or oral, if any. This Agreement may only be |
375 | may only be amended in written form, signed by you and NXP. | 338 | amended in written form, signed by you and NXP. |
376 | 339 | ||
377 | 20. SEVERABILITY. If any provision of this Agreement is held for any | 340 | 20. SEVERABILITY. If any provision of this Agreement is held for any |
378 | reason to be invalid or unenforceable, then the remaining provisions of this | 341 | reason to be invalid or unenforceable, then the remaining provisions of this |
379 | Agreement will be unimpaired and, unless a modification or replacement of the | 342 | Agreement will be unimpaired and, unless a modification or replacement of the |
380 | invalid or unenforceable provision is further held to deprive you or NXP of a | 343 | invalid or unenforceable provision is further held to deprive you or NXP of a |
@@ -383,216 +346,197 @@ invalid or unenforceable provision will be replaced with a provision that is | |||
383 | valid and enforceable and that comes closest to the intention underlying the | 346 | valid and enforceable and that comes closest to the intention underlying the |
384 | invalid or unenforceable provision. | 347 | invalid or unenforceable provision. |
385 | 348 | ||
386 | 21. NO WAIVER. The waiver by NXP of any breach of any provision of | 349 | 21. NO WAIVER. The waiver by NXP of any breach of any provision of this |
387 | this Agreement will not operate or be construed as a waiver of any other or a | 350 | Agreement will not operate or be construed as a waiver of any other or a |
388 | subsequent breach of the same or a different provision. | 351 | subsequent breach of the same or a different provision. |
389 | 352 | ||
390 | 22. AUDIT. You will keep full, clear and accurate records with | 353 | 22. AUDIT. You will keep full, clear and accurate records with respect |
391 | respect to your compliance with the limited license rights granted under this | 354 | to your compliance with the limited license rights granted under this Agreement |
392 | Agreement for three years following expiration or termination of this | 355 | for three years following expiration or termination of this Agreement. NXP will |
393 | Agreement. NXP will have the right, either itself or through an independent | 356 | have the right, either itself or through an independent certified public |
394 | certified public accountant to examine and audit, at NXP's expense, not more | 357 | accountant to examine and audit, at NXP's expense, not more than once a year, |
395 | than once a year, and during normal business hours, all such records that may | 358 | and during normal business hours, all such records that may bear upon your |
396 | bear upon your compliance with the limited license rights granted above. You | 359 | compliance with the limited license rights granted above. You must make prompt |
397 | must make prompt adjustment to compensate for any errors and/or omissions | 360 | adjustment to compensate for any errors and/or omissions disclosed by such |
398 | disclosed by such examination or audit. | 361 | examination or audit. |
399 | 362 | ||
400 | 23. NOTICES. All notices and communications under this | 363 | 23. NOTICES. All notices and communications under this |
401 | Agreement will be made in writing, and will be effective when received at the | 364 | Agreement will be made in writing, and will be effective when received at the |
402 | following addresses: | 365 | following addresses: |
403 | 366 | NXP: NXP B.V. | |
404 | NXP: NXP B.V. | ||
405 | |||
406 | High Tech Campus 60 | 367 | High Tech Campus 60 |
407 | |||
408 | 5656 AG Eindhoven | 368 | 5656 AG Eindhoven |
409 | |||
410 | The Netherlands | 369 | The Netherlands |
370 | ATTN: Legal Department | ||
411 | 371 | ||
412 | ATTN: Legal Department | 372 | You: The address provided at registration will be used. |
413 | |||
414 | |||
415 | 373 | ||
416 | You: The address provided at registration will | 374 | 24. RELATIONSHIP OF THE PARTIES. The parties are independent |
417 | be used. | 375 | contractors. Nothing in this Agreement will be construed to create any |
418 | 376 | partnership, joint venture, or similar relationship. Neither party is | |
419 | 24. RELATIONSHIP OF THE PARTIES. The parties are independent | ||
420 | contractors. Nothing in this Agreement will be construed to create any | ||
421 | partnership, joint venture, or similar relationship. Neither party is | ||
422 | authorized to bind the other to any obligations with third parties. | 377 | authorized to bind the other to any obligations with third parties. |
423 | 378 | ||
424 | 25. SUCCESSION AND ASSIGNMENT. This Agreement will be binding upon | 379 | 25. SUCCESSION AND ASSIGNMENT. This Agreement will be binding upon and |
425 | and inure to the benefit of the parties and their permitted successors and | 380 | inure to the benefit of the parties and their permitted successors and assigns. |
426 | assigns. You may not assign this Agreement, or any part of this Agreement, | 381 | You may not assign this Agreement, or any part of this Agreement, without the |
427 | without the prior written approval of NXP, which approval will not be | 382 | prior written approval of NXP, which approval will not be unreasonably withheld |
428 | unreasonably withheld or delayed. NXP may assign this Agreement, or any part of | 383 | or delayed. NXP may assign this Agreement, or any part of this Agreement, in |
429 | this Agreement, in its sole discretion. | 384 | its sole discretion. |
430 | |||
431 | |||
432 | |||
433 | |||
434 | 385 | ||
435 | APPENDIX A | 386 | APPENDIX A |
436 | 387 | ||
437 | Other License Grants and Restrictions: | 388 | Other License Grants and Restrictions: |
438 | 389 | ||
439 | The Licensed Software may include some or all of the following software, which | 390 | The Licensed Software may include some or all of the following software, which |
440 | is either 1) not NXP proprietary software or 2) NXP proprietary software | 391 | is either 1) Third Party Software or 2) NXP proprietary software subject to |
441 | subject to different terms than those in the Agreement. If the Software | 392 | different terms than those in the Agreement. If the Software Content Register |
442 | Content Register that accompanies the Licensed Software identifies any of the | 393 | that accompanies the Licensed Software identifies any of the following Third |
443 | following Third Party Software or specific components of the NXP Proprietary | 394 | Party Software or specific components of the NXP proprietary software, the |
444 | Software, the following terms apply to the extent they deviate from the terms | 395 | following terms apply to the extent they deviate from the terms in the |
445 | in the Agreement: | 396 | Agreement: |
446 | 397 | ||
447 | 398 | Amazon: Use of the Amazon software constitutes your acceptance of the terms of | |
448 | 399 | the Amazon Program Materials License Agreement (including the AVS Component | |
449 | Third Party Software Use Restrictions | 400 | Schedule, if applicable), located at |
450 | 401 | https://developer.amazon.com/support/legal/pml. All Amazon software is hereby | |
451 | Amphion Semiconductor Ltd. | 402 | designated "Amazon confidential". Amazon is a third-party beneficiary to this |
452 | Distribution of Amphion software must be a part of, or embedded within, | 403 | Agreement with respect to the Amazon software. |
453 | Authorized Systems that include an Amphion Video Decoder. | 404 | |
454 | 405 | Amphion Semiconductor Ltd.: Distribution of Amphion software must be a part of, | |
455 | Atheros | 406 | or embedded within, Authorized Systems that include an Amphion Video Decoder. |
456 | Use of Atheros software is limited to evaluation and demonstration only. | 407 | |
457 | Permitted distributions must be similarly limited. Further rights must be | 408 | Aquantia Corp.: You may use Aquantia's API binaries solely to flash the API |
458 | obtained directly from Atheros. | 409 | software to an NXP Product which mates with an Aquantia device. |
459 | 410 | ||
460 | ATI (AMD) | 411 | Atheros: Use of Atheros software is limited to evaluation and demonstration |
461 | Distribution of ATI software must be a part of, or embedded within, Authorized | 412 | only. Permitted distributions must be similarly limited. Further rights must |
462 | Systems that include a ATI graphics processor core. | 413 | be obtained directly from Atheros. |
463 | 414 | ||
464 | Broadcom Corporation | 415 | ATI (AMD): Distribution of ATI software must be a part of, or embedded within, |
465 | Your use of Broadcom Corporation software is restricted to Authorized Systems | 416 | Authorized Systems that include a ATI graphics processor core. |
466 | that incorporate a compatible integrated circuit device manufactured or sold by | 417 | |
467 | Broadcom. | 418 | Broadcom Corporation: Your use of Broadcom Corporation software is restricted |
468 | 419 | to Authorized Systems that incorporate a compatible integrated circuit device | |
469 | Cadence Design Systems | 420 | manufactured or sold by Broadcom. |
470 | Use of Cadence audio codec software is limited to evaluation and demonstration | 421 | |
471 | only of one copy embedded in a single NXP Product. Further rights must be | 422 | Cadence Design Systems: Use of Cadence audio codec software is limited to |
472 | obtained from Cadence. The license granted herein to the Cadence Design Systems | 423 | distribution only of one copy per single NXP Product. The license granted |
473 | HiFi aacPlus Audio Decoder software does not include a license to the AAC | 424 | herein to the Cadence Design Systems HiFi aacPlus Audio Decoder software does |
474 | family of technologies which you or your customer may need to obtain. | 425 | not include a license to the AAC family of technologies which you or your |
475 | Configuration tool outputs may only be distributed by licensees of the relevant | 426 | customer may need to obtain. Configuration tool outputs may only be distributed |
476 | Cadence SDK and distribution is limited to distribution of one copy embedded in | 427 | by licensees of the relevant Cadence SDK and distribution is limited to |
477 | a single NXP Product. | 428 | distribution of one copy embedded in a single NXP Product. |
478 | 429 | ||
479 | Cirque Corporation | 430 | Cirque Corporation: Use of Cirque Corporation technology is limited to |
480 | Use of Cirque Corporation technology is limited to evaluation, demonstration, | 431 | evaluation, demonstration, or certification testing only. Permitted |
481 | or certification testing only. Permitted distributions must be similarly | 432 | distributions must be similarly limited. Further rights, including but not |
482 | limited. Further rights, including but not limited to ANY commercial | 433 | limited to ANY commercial distribution rights, must be obtained directly from |
483 | distribution rights, must be obtained directly from Cirque Corporation. | 434 | Cirque Corporation. |
484 | 435 | ||
485 | Coding Technologies (Dolby Labs) | 436 | Coding Technologies (Dolby Labs): Use of CTS software is limited to evaluation |
486 | Use of CTS software is limited to evaluation and demonstration only. Permitted | ||
487 | distributions must be similarly limited. Further rights must be obtained from | ||
488 | Dolby Laboratories. | ||
489 | |||
490 | CSR | ||
491 | Use of Cambridge Silicon Radio, Inc. ("CSR") software is limited to evaluation | ||
492 | and demonstration only. Permitted distributions must be similarly limited. | 437 | and demonstration only. Permitted distributions must be similarly limited. |
493 | Further rights must be obtained directly from CSR. | 438 | Further rights must be obtained from Dolby Laboratories. |
494 | 439 | ||
495 | NXP Wireless Charging Library | 440 | CSR: Use of Cambridge Silicon Radio, Inc. ("CSR") software is limited to |
496 | License to the Software is limited to use in inductive coupling or wireless | 441 | evaluation and demonstration only. Permitted distributions must be similarly |
497 | charging applications | 442 | limited. Further rights must be obtained directly from CSR. |
498 | 443 | ||
499 | Global Locate (Broadcom Corporation) | 444 | Cypress Semiconductor Corporation: WWD RTOS source code may only be used in |
500 | Use of Global Locate, Inc. software is limited to evaluation and demonstration | 445 | accordance with the Cypress IOT Community License Agreement located at |
501 | only. Permitted distributions must be similarly limited. Further rights must | 446 | https://community.cypress.com/terms-and-conditions!input.jspa?displayOnly=true. |
502 | be obtained from Global Locate. | 447 | |
503 | 448 | Future Technology Devices International Ltd.: Future Technology Devices | |
504 | Imagination Technologies Limited (IMG) | 449 | International software must be used consistent with the terms found here: |
505 | If the Licensed Software includes proprietary software developed by IMG, your | 450 | http://www.ftdichip.com/Drivers/FTDriverLicenceTerms.htm |
506 | rights are limited to a non-exclusive, world-wide right and nontransferable and | 451 | |
507 | non-sub-licensable license (i) to use and modify the Licensed Software and | 452 | Global Locate (Broadcom Corporation): Use of Global Locate, Inc. software is |
508 | documentation and (ii) to copy and distribute the Licensed Software only in | 453 | limited to evaluation and demonstration only. Permitted distributions must be |
509 | object code form solely for use on NXP Rayleigh products. If you are provided | 454 | similarly limited. Further rights must be obtained from Global Locate. |
510 | with the Licensed Software in source code format, you are restricted to | 455 | |
511 | accessing only those deliverables in source code format which are necessary for | 456 | Microsoft: Except for Microsoft PlayReady software, if the Licensed Software |
512 | you to carry out either specific customization or porting work in association | 457 | includes software owned by Microsoft Corporation ("Microsoft"), it is subject |
513 | with NXP's Rayleigh products or your Authorized System. | 458 | to the terms of your license with Microsoft (the "Microsoft Underlying Licensed |
514 | 459 | Software") and as such, NXP grants no license to you, beyond evaluation and | |
515 | The confidentiality restrictions shall continue in force without limit in time | 460 | demonstration in connection with NXP processors, in the Microsoft Underlying |
516 | notwithstanding the termination or expiration of this Agreement. | 461 | Licensed Software. You must separately obtain rights beyond evaluation and |
517 | 462 | demonstration in connection with the Microsoft Underlying Licensed Software | |
518 | Micrium | 463 | from Microsoft. Microsoft does not provide support services for the components |
519 | uC/OS-II and uC/OS-III is provided in source form for FREE short-term | 464 | provided to you through this Agreement. If you have any questions or require |
520 | evaluation, for educational use or for peaceful research. If you plan or | 465 | technical assistance, please contact NXP. Microsoft Corporation is a third |
521 | intend to use uC/OS-II or uC/OS-III in a commercial application/product then, | 466 | party beneficiary to this Agreement with the right to enforce the terms of this |
522 | you need to contact Micrium to properly license uC/OS-II or uC/OSIII for its | ||
523 | use in your application/product. We provide ALL the source code for your | ||
524 | convenience and to help you experience uC/OS-II or uC/OSIII. The fact that the | ||
525 | source is provided does NOT mean that you can use it commercially without | ||
526 | paying a licensing fee. | ||
527 | |||
528 | Microsoft | ||
529 | If the Licensed Software includes software owned by Microsoft | ||
530 | Corporation ("Microsoft"), it is subject to the terms of your license with | ||
531 | Microsoft (the "Microsoft Underlying Licensed Software") and as such, NXP | ||
532 | grants no license to you, beyond evaluation and demonstration in connection | ||
533 | with NXP processors, in the Microsoft Underlying Licensed Software. You must | ||
534 | separately obtain rights beyond evaluation and demonstration in connection with | ||
535 | the Microsoft Underlying Licensed Software from Microsoft. | ||
536 | |||
537 | Microsoft does not provide support services for the components provided to you | ||
538 | through this Agreement. If you have any questions or require technical | ||
539 | assistance, please contact NXP. Microsoft Corporation is a third party | ||
540 | beneficiary to this Agreement with the right to enforce the terms of this | ||
541 | Agreement. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MICROSOFT AND ITS | 467 | Agreement. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MICROSOFT AND ITS |
542 | AFFILIATES DISCLAIM ANY WARRANTIES FOR THE | 468 | AFFILIATES DISCLAIM ANY WARRANTIES FOR THE MICROSOFT UNDERLYING LICENSED |
543 | MICROSOFT UNDERLYING LICENSED SOFTWARE. TO THE MAXIMUM | 469 | SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MICROSOFT NOR ITS |
544 | EXTENT PERMITTED BY LAW, NEITHER MICROSOFT NOR ITS AFFILIATES | 470 | AFFILIATES WILL BE LIABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY |
545 | WILL BE LIABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY | 471 | DIRECT, INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, |
546 | DIRECT, INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE | 472 | INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF TIME, |
547 | DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS | 473 | INCONVENIENCE, COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES, ARISING |
548 | OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, | 474 | FROM THE FROM THE USE OF THE MICROSOFT UNDERLYING LICENSED SOFTWARE. With |
549 | OR REVENUES, ARISING FROM THE FROM THE USE OF THE MICROSOFT UNDERLYING LICENSED | 475 | respect to the Microsoft PlayReady software, you will have the license rights |
550 | SOFTWARE. | 476 | granted in Section 2, provided that you may not use the Microsoft PlayReady |
551 | 477 | software unless you have entered into a Microsoft PlayReady Master Agreement | |
552 | MindTree | 478 | and license directly with Microsoft. |
553 | Notwithstanding the terms contained in Section 2.3 (a), if the Licensed | 479 | |
554 | Software includes proprietary software of MindTree in source code format, | 480 | MindTree: Notwithstanding the terms contained in Section 2.3 (a), if the |
555 | Licensee may make modifications and create derivative works only to the extent | 481 | Licensed Software includes proprietary software of MindTree in source code |
556 | necessary for debugging of the Licensed Software. | 482 | format, Licensee may make modifications and create derivative works only to the |
557 | 483 | extent necessary for debugging of the Licensed Software. | |
558 | MPEG LA | 484 | |
559 | Use of MPEG LA audio or video codec technology is limited to evaluation and | 485 | MM SOLUTIONS AD: Use of MM SOLUTIONS AEC (Auto Exposure Control) and AWB (Auto |
560 | demonstration only. Permitted distributions must be similarly limited. Further | 486 | White Balance) software is limited to demonstration, testing, and evaluation |
561 | rights must be obtained directly from MPEG LA. | 487 | only. In no event may Licensee distribute or sublicense the MM SOLUTIONS |
562 | 488 | software. Further rights must be obtained directly from MM SOLUTIONS. | |
563 | MQX RTOS Code | 489 | |
564 | MQX RTOS source code may not be re-distributed by any NXP Licensee under any | 490 | MPEG LA: Use of MPEG LA audio or video codec technology is limited to |
565 | circumstance, even by a signed written amendment to this Agreement. | 491 | evaluation and demonstration only. Permitted distributions must be similarly |
566 | 492 | limited. Further rights must be obtained directly from MPEG LA. | |
567 | Opus | 493 | |
568 | Use of Opus software must be consistent with the terms of the Opus license | 494 | MQX RTOS Code: MQX RTOS source code may not be re-distributed by any NXP |
569 | which can be found at: http://www.opus-codec.org/license/ | 495 | Licensee under any circumstance, even by a signed written amendment to this |
570 | 496 | Agreement. | |
571 | Qualcomm Atheros, Inc. | 497 | |
572 | Notwithstanding anything in this Agreement, Qualcomm Atheros, Inc. Wi-Fi | 498 | NXP Wireless Charging Library: License to the Software is limited to use in |
573 | software must be used strictly in accordance with the Qualcomm Atheros, Inc. | 499 | inductive coupling or wireless charging applications |
574 | Technology License Agreement that accompanies such software. Any other use is | 500 | |
575 | expressly prohibited. | 501 | Opus: Use of Opus software must be consistent with the terms of the Opus |
576 | 502 | license which can be found at: http://www.opus-codec.org/license/ | |
577 | Real Networks - its GStreamer Optimized Real Format Client Code implementation | 503 | |
578 | or OpenMax Optimized Real Format Client Code | 504 | Oracle JRE (Java): The Oracle JRE must be used consistent with terms found |
579 | Use of the GStreamer Optimized Real Format Client Code, or OpenMax Optimized | 505 | here: http://java.com/license |
580 | Real Format Client code is restricted to applications in the automotive market. | 506 | |
581 | Licensee must be a final manufacturer in good standing with a current license | 507 | P&E Micro: P&E Software must be used consistent with the terms found here: |
582 | with Real Networks for the commercial use and distribution of products | 508 | http://www.pemicro.com/licenses/gdbserver/license_gdb.pdf |
583 | containing the GStreamer Optimized Real Format Client Code implementation or | 509 | |
584 | OpenMax Optimized Real Format Client Code | 510 | Pro Design Electronic: Licensee may not modify, create derivative works based |
585 | 511 | on, or copy the Pro Design software, documentation, hardware execution key or | |
586 | Real Time Engineers Ltd. | 512 | the accompanying materials. Licensee shall not use Pro Design's or any of its |
587 | Any FreeRTOS source code, whether modified or in its original release form, or | 513 | licensors names, logos or trademarks to market the Authorized System. Only NXP |
588 | whether in whole or in part, can only be distributed by you under the terms of | 514 | customers and distributors are permitted to further redistribute the Pro Design |
589 | version 2 of the GNU General Public License plus this exception. An | 515 | software and only as part of an Authorized System which contains the Pro Design |
590 | independent module is a module which is not derived from or based on FreeRTOS. | 516 | software. |
591 | 517 | ||
518 | Qualcomm Atheros, Inc.: Notwithstanding anything in this Agreement, Qualcomm | ||
519 | Atheros, Inc. Wi-Fi software must be used strictly in accordance with the | ||
520 | Qualcomm Atheros, Inc. Technology License Agreement that accompanies such | ||
521 | software. Any other use is expressly prohibited. | ||
522 | |||
523 | Real Networks - GStreamer Optimized Real Format Client Code implementation or | ||
524 | OpenMax Optimized Real Format Client Code: Use of the GStreamer Optimized Real | ||
525 | Format Client Code, or OpenMax Optimized Real Format Client code is restricted | ||
526 | to applications in the automotive market. Licensee must be a final | ||
527 | manufacturer in good standing with a current license with Real Networks for the | ||
528 | commercial use and distribution of products containing the GStreamer Optimized | ||
529 | Real Format Client Code implementation or OpenMax Optimized Real Format Client | ||
530 | Code | ||
531 | |||
532 | Real Time Engineers Ltd.: Any FreeRTOS source code, whether modified or in its | ||
533 | original release form, or whether in whole or in part, can only be distributed | ||
534 | by you under the terms of version 2 of the GNU General Public License plus this | ||
535 | exception. An independent module is a module which is not derived from or | ||
536 | based on FreeRTOS. | ||
592 | Clause 1: Linking FreeRTOS with other modules is making a combined work based | 537 | Clause 1: Linking FreeRTOS with other modules is making a combined work based |
593 | on FreeRTOS. Thus, the terms and conditions of the GNU General Public License | 538 | on FreeRTOS. Thus, the terms and conditions of the GNU General Public License |
594 | V2 cover the whole combination. | 539 | V2 cover the whole combination. |
595 | |||
596 | As a special exception, the copyright holders of FreeRTOS give you permission | 540 | As a special exception, the copyright holders of FreeRTOS give you permission |
597 | to link FreeRTOS with independent modules to produce a statically linked | 541 | to link FreeRTOS with independent modules to produce a statically linked |
598 | executable, regardless of the license terms of these independent modules, and | 542 | executable, regardless of the license terms of these independent modules, and |
@@ -600,60 +544,62 @@ to copy and distribute the resulting executable under terms of your choice, | |||
600 | provided that you also meet, for each linked independent module, the terms and | 544 | provided that you also meet, for each linked independent module, the terms and |
601 | conditions of the license of that module. An independent module is a module | 545 | conditions of the license of that module. An independent module is a module |
602 | which is not derived from or based on FreeRTOS. | 546 | which is not derived from or based on FreeRTOS. |
603 | |||
604 | Clause 2: FreeRTOS may not be used for any competitive or comparative purpose, | 547 | Clause 2: FreeRTOS may not be used for any competitive or comparative purpose, |
605 | including the publication of any form of run time or compile time metric, | 548 | including the publication of any form of run time or compile time metric, |
606 | without the express permission of Real Time Engineers Ltd. (this is the norm | 549 | without the express permission of Real Time Engineers Ltd. (this is the norm |
607 | within the industry and is intended to ensure information accuracy). | 550 | within the industry and is intended to ensure information accuracy). |
608 | 551 | ||
609 | RivieraWaves SAS (a member of the CEVA, Inc. family of companies) | 552 | RivieraWaves SAS (a member of the CEVA, Inc. family of companies): You may not |
610 | You may not use the RivieraWaves intellectual property licensed under this | 553 | use the RivieraWaves intellectual property licensed under this Agreement if you |
611 | Agreement if you develop, market, and/or license products similar to such | 554 | develop, market, and/or license products similar to such RivieraWaves |
612 | RivieraWaves intellectual property. Such use constitutes a breach of this | 555 | intellectual property. Such use constitutes a breach of this Agreement. Any |
613 | Agreement. Any such use rights must be obtained directly from RivieraWaves. | 556 | such use rights must be obtained directly from RivieraWaves. |
614 | 557 | ||
615 | SanDisk Corporation | 558 | SanDisk Corporation: If the Licensed Software includes software developed by |
616 | If the Licensed Software includes software developed by SanDisk Corporation | 559 | SanDisk Corporation ("SanDisk"), you must separately obtain the rights to |
617 | ("SanDisk"), you must separately obtain the rights to reproduce and distribute | 560 | reproduce and distribute this software in source code form from SanDisk. |
618 | this software in source code form from SanDisk. Please follow these easy steps | 561 | Please follow these easy steps to obtain the license and software: |
619 | to obtain the license and software: | 562 | (1) Contact your local SanDisk sales representative to obtain the SanDisk |
620 | |||
621 | 1. Contact your local SanDisk sales representative to obtain the SanDisk | ||
622 | License Agreement. | 563 | License Agreement. |
623 | 2. Sign the license agreement. Fax the signed agreement to SanDisk USA | 564 | (2) Sign the license agreement. Fax the signed agreement to SanDisk USA |
624 | marketing department at 408-542-0403. The license will be valid when fully | 565 | marketing department at 408-542-0403. The license will be valid when fully |
625 | executed by SanDisk. | 566 | executed by SanDisk. |
626 | 3. If you have specific questions, please send an email to sales@sandisk.com | 567 | (3) If you have specific questions, please send an email to sales@sandisk.com |
627 | |||
628 | You may only use the SanDisk Corporation Licensed Software on products | 568 | You may only use the SanDisk Corporation Licensed Software on products |
629 | compatible with a SanDisk Secure Digital Card. You may not use the SanDisk | 569 | compatible with a SanDisk Secure Digital Card. You may not use the SanDisk |
630 | Corporation Licensed Software on any memory device product. SanDisk retains | 570 | Corporation Licensed Software on any memory device product. SanDisk retains |
631 | all rights to any modifications or derivative works to the SanDisk Corporation | 571 | all rights to any modifications or derivative works to the SanDisk Corporation |
632 | Licensed Software that you may create. | 572 | Licensed Software that you may create. |
633 | 573 | ||
634 | SEGGER Microcontroller | 574 | SEGGER Microcontroller - emWin Software: Your use of SEGGER emWin software and |
635 | Your use of SEGGER emWin software is restricted to NXP ARM7, ARM9, Cortex-M0, | 575 | components is restricted for development of NXP ARM7, ARM9, Cortex-M0, |
636 | Cortex-M3, and Cortex-M4 based devices only. | 576 | Cortex-M3, Cortex-M4, Cortex-M33, Cortex-M7, and Cortex-A7 based products only. |
637 | 577 | ||
638 | Synopsys/Target Compiler Technologies | 578 | SEGGER Microcontroller - J-Link/J-Trace Software: Segger software must be used |
639 | Your use of the Synopsys/Target Compiler Technologies Licensed Software and | 579 | consistent with the terms found here: http://www.segger.com/jlink-software.html |
640 | related documentation is subject to the following: | ||
641 | 580 | ||
642 | * Duration of the license for the Licensed Software is limited to 12 | 581 | Synopsys/Target Compiler Technologies: Your use of the Synopsys/Target Compiler |
643 | months, unless otherwise specified in the license file. | 582 | Technologies Licensed Software and related documentation is subject to the |
644 | * The Licensed Software is usable by one user at a time on a single | 583 | following: |
584 | (1) Duration of the license for the Licensed Software is limited to 12 months, | ||
585 | unless otherwise specified in the license file. | ||
586 | (2) The Licensed Software is usable by one user at a time on a single | ||
645 | designated computer, unless otherwise agreed by Synopsys. | 587 | designated computer, unless otherwise agreed by Synopsys. |
646 | * Licensed Software and documentation are to be used only on a designated | 588 | (3) Licensed Software and documentation are to be used only on a designated |
647 | computer at the designated physical address provided by you on the APEX license | 589 | computer at the designated physical address provided by you on the APEX license |
648 | form. | 590 | form. |
649 | * The Licensed Software is not sub-licensable. | 591 | (4) The Licensed Software is not sub-licensable. |
650 | 592 | ||
593 | Texas Instruments: Your use of Texas Instruments Inc. WiLink8 Licensed Software | ||
594 | is restricted to NXP SoC based systems that include a compatible connectivity | ||
595 | device manufactured by TI. | ||
651 | 596 | ||
652 | Texas Instruments | 597 | TES Electronic Solutions Germany (TES): TES 3D Surround View software and |
653 | Your use of Texas Instruments Inc. WiLink8 Licensed Software is restricted to | 598 | associated data and documentation may only be used for evaluation purposes and |
654 | NXP SoC based systems that include a compatible connectivity device | 599 | for demonstration to third parties in integrated form on a board package |
655 | manufactured by TI. | 600 | containing an NXP S32V234 device. Licensee may not distribute or sublicense the |
601 | TES software. Your license to the TES software may be terminated at any time | ||
602 | upon notice. | ||
656 | 603 | ||
657 | Vivante | 604 | Vivante: Distribution of Vivante software must be a part of, or embedded |
658 | Distribution of Vivante software must be a part of, or embedded within, | 605 | within, Authorized Systems that include a Vivante Graphics Processing Unit. |
659 | Authorized Systems that include a Vivante Graphics Processing Unit. | ||