diff options
author | Tom Hochstein <tom.hochstein@nxp.com> | 2022-05-05 15:34:00 -0500 |
---|---|---|
committer | Tom Hochstein <tom.hochstein@nxp.com> | 2022-05-10 10:19:44 -0500 |
commit | 923b963a17a0855a5f8f278b96d49d58d89a0a84 (patch) | |
tree | 92cd18bd896c351cb520c0e2f1c05f6978796b2f /EULA | |
parent | 9b49f88603baea175726c3b6cb4c026f5c7a579a (diff) | |
download | meta-freescale-923b963a17a0855a5f8f278b96d49d58d89a0a84.tar.gz |
EULA,SCR: Update for NXP release 5.15.5-1.0.0
Signed-off-by: Tom Hochstein <tom.hochstein@nxp.com>
Diffstat (limited to 'EULA')
-rw-r--r-- | EULA | 158 |
1 files changed, 54 insertions, 104 deletions
@@ -1,5 +1,4 @@ | |||
1 | LA_OPT_NXP_Software_License v30 October 2021 | 1 | LA_OPT_NXP_Software_License v34 February 2022 |
2 | |||
3 | IMPORTANT. Read the following NXP Software License Agreement ("Agreement") | 2 | IMPORTANT. Read the following NXP Software License Agreement ("Agreement") |
4 | completely. By selecting the "I Accept" button at the end of this page, or by | 3 | completely. By selecting the "I Accept" button at the end of this page, or by |
5 | downloading, installing, or using the Licensed Software, you indicate that you | 4 | downloading, installing, or using the Licensed Software, you indicate that you |
@@ -14,7 +13,6 @@ then that agreement shall govern your use of the Licensed Software and shall | |||
14 | supersede this Agreement. | 13 | supersede this Agreement. |
15 | 14 | ||
16 | NXP SOFTWARE LICENSE AGREEMENT | 15 | NXP SOFTWARE LICENSE AGREEMENT |
17 | |||
18 | This is a legal agreement between your employer, of which you are an authorized | 16 | This is a legal agreement between your employer, of which you are an authorized |
19 | representative, or, if you have no employer, you as an individual ("you" or | 17 | representative, or, if you have no employer, you as an individual ("you" or |
20 | "Licensee"), and NXP B.V. ("NXP"). It concerns your rights to use the software | 18 | "Licensee"), and NXP B.V. ("NXP"). It concerns your rights to use the software |
@@ -30,9 +28,7 @@ Software in your possession or control. Any copies of the Licensed Software | |||
30 | that you have already distributed, where permitted, and do not destroy will | 28 | that you have already distributed, where permitted, and do not destroy will |
31 | continue to be governed by this Agreement. Your prior use will also continue to | 29 | continue to be governed by this Agreement. Your prior use will also continue to |
32 | be governed by this Agreement. | 30 | be governed by this Agreement. |
33 | |||
34 | 1. DEFINITIONS | 31 | 1. DEFINITIONS |
35 | |||
36 | 1.1. "Affiliate" means, with respect to a party, any corporation or | 32 | 1.1. "Affiliate" means, with respect to a party, any corporation or |
37 | other legal entity that now or hereafter Controls, is Controlled by or is under | 33 | other legal entity that now or hereafter Controls, is Controlled by or is under |
38 | common Control with such party; where "Control" means the direct or indirect | 34 | common Control with such party; where "Control" means the direct or indirect |
@@ -40,62 +36,49 @@ ownership of greater than fifty percent (50%) of the shares or similar | |||
40 | interests entitled to vote for the election of directors or other persons | 36 | interests entitled to vote for the election of directors or other persons |
41 | performing similar functions. An entity is considered an Affiliate only so long | 37 | performing similar functions. An entity is considered an Affiliate only so long |
42 | as such Control exists. | 38 | as such Control exists. |
43 | 39 | 1.2 "Authorized System" means either (i) Licensee's hardware product which | |
44 | 1.2 "Authorized System" means either (i) Licensee's hardware product | 40 | incorporates an NXP Product or (ii) Licensee's software program which is used |
45 | which incorporates an NXP Product or (ii) Licensee's software program which is | 41 | exclusively in connection with an NXP Product and with which the Licensed |
46 | used exclusively in connection with an NXP Product and with which the Licensed | ||
47 | Software will be integrated. | 42 | Software will be integrated. |
48 | 43 | 1.3. "Derivative Work" means a work based upon one or more pre-existing | |
49 | 1.3. "Derivative Work" means a work based upon one or more pre-existing | ||
50 | works. A work consisting of editorial revisions, annotations, elaborations, or | 44 | works. A work consisting of editorial revisions, annotations, elaborations, or |
51 | other modifications which, as a whole, represent an original work of | 45 | other modifications which, as a whole, represent an original work of |
52 | authorship, is a Derivative Work. | 46 | authorship, is a Derivative Work. |
53 | 47 | 1.4 "Intellectual Property Rights" means any and all rights under statute, | |
54 | 1.4 "Intellectual Property Rights" means any and all rights under | 48 | common law or equity in and under copyrights, trade secrets, and patents |
55 | statute, common law or equity in and under copyrights, trade secrets, and | 49 | (including utility models), and analogous rights throughout the world, |
56 | patents (including utility models), and analogous rights throughout the world, | ||
57 | including any applications for and the right to apply for, any of the foregoing. | 50 | including any applications for and the right to apply for, any of the foregoing. |
58 | 51 | 1.5 "NXP Product" means a hardware product (e.g. a microprocessor, | |
59 | 1.5 "NXP Product" means a hardware product (e.g. a microprocessor, | 52 | microcontroller, sensor or digital signal processor) and/or services (e.g. |
60 | microcontroller, sensor or digital signal processor) supplied directly or | 53 | cloud platform services) supplied directly or indirectly from NXP or an NXP |
61 | indirectly from NXP or an NXP Affiliate, unless there is a product specified in | 54 | Affiliate, unless there is a product specified in the Software Content |
62 | the Software Content Register, in which case this definition is limited to such | 55 | Register, in which case this definition is limited to such product. |
63 | product. | ||
64 | |||
65 | 1.6 "Software Content Register" means the documentation which may | 56 | 1.6 "Software Content Register" means the documentation which may |
66 | accompany the Licensed Software which identifies the contents of the Licensed | 57 | accompany the Licensed Software which identifies the contents of the Licensed |
67 | Software, including but not limited to identification of any Third Party | 58 | Software, including but not limited to identification of any Third Party |
68 | Software, if any, and may also contain other related information as whether the | 59 | Software, if any, and may also contain other related information as whether the |
69 | license in 2.3 is applicable. | 60 | license in 2.3 is applicable. |
70 | |||
71 | 1.7 "Third Party Software" means, any software included in the Licensed | 61 | 1.7 "Third Party Software" means, any software included in the Licensed |
72 | Software that is not NXP proprietary software, and is not open source software, | 62 | Software that is not NXP proprietary software, and is not open source software, |
73 | and to which different license terms may apply. | 63 | and to which different license terms may apply. |
74 | |||
75 | 2. LICENSE GRANT. | 64 | 2. LICENSE GRANT. |
76 | |||
77 | 2.1. If you are not expressly granted the distribution license in | 65 | 2.1. If you are not expressly granted the distribution license in |
78 | Section 2.3 in the Software Content Register, then you are only granted the | 66 | Section 2.3 in the Software Content Register, then you are only granted the |
79 | rights in Section 2.2 and not in 2.3. If you are expressly granted the | 67 | rights in Section 2.2 and not in 2.3. If you are expressly granted the |
80 | distribution license in Section 2.3 in the Software Content Register, then you | 68 | distribution license in Section 2.3 in the Software Content Register, then you |
81 | are granted the rights in both Section 2.2 and 2.3. | 69 | are granted the rights in both Section 2.2 and 2.3. |
82 | 70 | 2.2. Standard License. Subject to the terms and conditions of this | |
83 | 2.2. Standard License. Subject to the terms and conditions of this | ||
84 | Agreement, NXP grants you a worldwide, personal, non-transferable, | 71 | Agreement, NXP grants you a worldwide, personal, non-transferable, |
85 | non-exclusive, non-sublicensable license, solely for the development of an | 72 | non-exclusive, non-sublicensable license, solely for the development of an |
86 | Authorized System: | 73 | Authorized System: |
87 | 74 | (a) to use and reproduce the Licensed Software (and its Derivative Works | |
88 | (a) to use and reproduce the Licensed Software (and its Derivative Works | ||
89 | prepared under the license in Section 2.2(b)) solely in combination with a NXP | 75 | prepared under the license in Section 2.2(b)) solely in combination with a NXP |
90 | Product; and | 76 | Product; and |
91 | 77 | (b) for Licensed Software provided to you in source code form (human | |
92 | (b) for Licensed Software provided to you in source code form (human | ||
93 | readable), to prepare Derivative Works of the Licensed Software solely for use | 78 | readable), to prepare Derivative Works of the Licensed Software solely for use |
94 | in combination with a NXP Product. | 79 | in combination with a NXP Product. |
95 | |||
96 | You may not distribute or sublicense the Licensed Software to others under the | 80 | You may not distribute or sublicense the Licensed Software to others under the |
97 | license granted in this Section 2.2. | 81 | license granted in this Section 2.2. |
98 | |||
99 | You may demonstrate the Licensed Software to your direct customers as part of | 82 | You may demonstrate the Licensed Software to your direct customers as part of |
100 | an Authorized System so long as such demonstration is directly controlled by | 83 | an Authorized System so long as such demonstration is directly controlled by |
101 | you and without prior approval by NXP; however, to all other third parties only | 84 | you and without prior approval by NXP; however, to all other third parties only |
@@ -103,34 +86,29 @@ if NXP has provided its advance, written approval (e.g. email approval) of your | |||
103 | demonstrating the Licensed Software to specified third parties or at specified | 86 | demonstrating the Licensed Software to specified third parties or at specified |
104 | event(s). You may not leave the Licensed Software with a direct customer or | 87 | event(s). You may not leave the Licensed Software with a direct customer or |
105 | any other third party at any time. | 88 | any other third party at any time. |
106 | |||
107 | 2.3. Additional Distribution License. If expressly authorized in the | 89 | 2.3. Additional Distribution License. If expressly authorized in the |
108 | Software Content Register, subject to the terms and conditions of this | 90 | Software Content Register, subject to the terms and conditions of this |
109 | Agreement, NXP grants you a worldwide, personal, non-transferable, | 91 | Agreement, NXP grants you a worldwide, personal, non-transferable, |
110 | non-exclusive, non-sublicensable license solely in connection with your | 92 | non-exclusive, non-sublicensable license solely in connection with your |
111 | manufacturing and distribution of an Authorized System: | 93 | manufacturing and distribution of an Authorized System: |
112 | 94 | (a) to manufacture (or have manufactured), distribute, and market the | |
113 | (a) to manufacture (or have manufactured), distribute, and market | 95 | Licensed Software (and its Derivative Works prepared under the license in |
114 | the Licensed Software (and its Derivative Works prepared under the license in | ||
115 | 2.2(b)) in object code (machine readable format) only as part of, or embedded | 96 | 2.2(b)) in object code (machine readable format) only as part of, or embedded |
116 | within, Authorized Systems and not on a standalone basis solely for use in | 97 | within, Authorized Systems and not on a standalone basis solely for use in |
117 | combination with a NXP Product. Notwithstanding the foregoing, those files | 98 | combination with a NXP Product. Notwithstanding the foregoing, those files |
118 | marked as .h files ("Header files") may be distributed in source or object code | 99 | marked as .h files ("Header files") may be distributed in source or object code |
119 | form, but only as part of, or embedded within Authorized Systems; and | 100 | form, but only as part of, or embedded within Authorized Systems; and |
120 | 101 | (b) to copy and distribute as needed, solely in connection with an | |
121 | (b) to copy and distribute as needed, solely in connection with an | ||
122 | Authorized System and for use in combination with a NXP Product, | 102 | Authorized System and for use in combination with a NXP Product, |
123 | non-confidential NXP information provided as part of the Licensed Software for | 103 | non-confidential NXP information provided as part of the Licensed Software for |
124 | the purpose of maintaining and supporting Authorized Systems with which the | 104 | the purpose of maintaining and supporting Authorized Systems with which the |
125 | Licensed Software is integrated. | 105 | Licensed Software is integrated. |
126 | 106 | 2.4 Separate license grants to Third Party Software, or other terms | |
127 | 2.4 Separate license grants to Third Party Software, or other terms | ||
128 | applicable to the Licensed Software if different from those granted in this | 107 | applicable to the Licensed Software if different from those granted in this |
129 | Section 2, are contained in Appendix A. The Licensed Software may be | 108 | Section 2, are contained in Appendix A. The Licensed Software may be |
130 | accompanied by a Software Content Register which will identify that portion of | 109 | accompanied by a Software Content Register which will identify that portion of |
131 | the Licensed Software, if any, that is subject to the different terms in | 110 | the Licensed Software, if any, that is subject to the different terms in |
132 | Appendix A. | 111 | Appendix A. |
133 | |||
134 | 2.5. You may use subcontractors on your premises to exercise your | 112 | 2.5. You may use subcontractors on your premises to exercise your |
135 | rights under Section 2.2 and Section 2.3, if any, so long as you have an | 113 | rights under Section 2.2 and Section 2.3, if any, so long as you have an |
136 | agreement in place with the subcontractor containing confidentiality | 114 | agreement in place with the subcontractor containing confidentiality |
@@ -138,41 +116,33 @@ restrictions no less stringent than those contained in this Agreement. You will | |||
138 | remain liable for your subcontractors' adherence to the terms of this Agreement | 116 | remain liable for your subcontractors' adherence to the terms of this Agreement |
139 | and for any and all acts and omissions of such subcontractors with respect to | 117 | and for any and all acts and omissions of such subcontractors with respect to |
140 | this Agreement and the Licensed Software. | 118 | this Agreement and the Licensed Software. |
141 | |||
142 | 3. LICENSE LIMITATIONS AND RESTRICTIONS. | 119 | 3. LICENSE LIMITATIONS AND RESTRICTIONS. |
143 | |||
144 | 3.1. The licenses granted above in Section 2 only extend to NXP | 120 | 3.1. The licenses granted above in Section 2 only extend to NXP |
145 | Intellectual Property Rights that would be infringed by the unmodified Licensed | 121 | Intellectual Property Rights that would be infringed by the unmodified Licensed |
146 | Software prior to your preparation of any Derivative Work. | 122 | Software prior to your preparation of any Derivative Work. |
147 | |||
148 | 3.2. The Licensed Software is licensed to you, not sold. Title to | 123 | 3.2. The Licensed Software is licensed to you, not sold. Title to |
149 | Licensed Software delivered hereunder remains vested in NXP or NXP's licensor | 124 | Licensed Software delivered hereunder remains vested in NXP or NXP's licensor |
150 | and cannot be assigned or transferred. You are expressly forbidden from selling | 125 | and cannot be assigned or transferred. You are expressly forbidden from selling |
151 | or otherwise distributing the Licensed Software, or any portion thereof, except | 126 | or otherwise distributing the Licensed Software, or any portion thereof, except |
152 | as expressly permitted herein. This Agreement does not grant to you any implied | 127 | as expressly permitted herein. This Agreement does not grant to you any implied |
153 | rights under any NXP or third party Intellectual Property Rights. | 128 | rights under any NXP or third party Intellectual Property Rights. |
154 | |||
155 | 3.3. You may not translate, reverse engineer, decompile, or disassemble | 129 | 3.3. You may not translate, reverse engineer, decompile, or disassemble |
156 | the Licensed Software except to the extent applicable law specifically | 130 | the Licensed Software except to the extent applicable law specifically |
157 | prohibits such restriction. You must prohibit your subcontractors or customers | 131 | prohibits such restriction. You must prohibit your subcontractors or customers |
158 | (if distribution is permitted) from translating, reverse engineering, | 132 | (if distribution is permitted) from translating, reverse engineering, |
159 | decompiling, or disassembling the Licensed Software except to the extent | 133 | decompiling, or disassembling the Licensed Software except to the extent |
160 | applicable law specifically prohibits such restriction. | 134 | applicable law specifically prohibits such restriction. |
161 | |||
162 | 3.4. You must reproduce any and all of NXP's (or its third-party | 135 | 3.4. You must reproduce any and all of NXP's (or its third-party |
163 | licensor's) copyright notices and other proprietary legends on copies of | 136 | licensor's) copyright notices and other proprietary legends on copies of |
164 | Licensed Software. | 137 | Licensed Software. |
165 | |||
166 | 3.5. If you distribute the Licensed Software to the United States | 138 | 3.5. If you distribute the Licensed Software to the United States |
167 | Government, then the Licensed Software is "restricted computer software" and is | 139 | Government, then the Licensed Software is "restricted computer software" and is |
168 | subject to FAR 52.227-19. | 140 | subject to FAR 52.227-19. |
169 | |||
170 | 3.6. You grant to NXP a non-exclusive, non-transferable, irrevocable, | 141 | 3.6. You grant to NXP a non-exclusive, non-transferable, irrevocable, |
171 | perpetual, worldwide, royalty-free, sub-licensable license under your | 142 | perpetual, worldwide, royalty-free, sub-licensable license under your |
172 | Intellectual Property Rights to use without restriction and for any purpose any | 143 | Intellectual Property Rights to use without restriction and for any purpose any |
173 | suggestion, comment or other feedback related to the Licensed Software | 144 | suggestion, comment or other feedback related to the Licensed Software |
174 | (including, but not limited to, error corrections and bug fixes). | 145 | (including, but not limited to, error corrections and bug fixes). |
175 | |||
176 | 3.7. You will not take or fail to take any action that could subject | 146 | 3.7. You will not take or fail to take any action that could subject |
177 | the Licensed Software to an Excluded License. An Excluded License means any | 147 | the Licensed Software to an Excluded License. An Excluded License means any |
178 | license that requires, as a condition of use, modification or distribution of | 148 | license that requires, as a condition of use, modification or distribution of |
@@ -180,13 +150,11 @@ software subject to the Excluded License, that such software or other software | |||
180 | combined and/or distributed with the software be (i) disclosed or distributed | 150 | combined and/or distributed with the software be (i) disclosed or distributed |
181 | in source code form; (ii) licensed for the purpose of making Derivative Works; | 151 | in source code form; (ii) licensed for the purpose of making Derivative Works; |
182 | or (iii) redistributable at no charge. | 152 | or (iii) redistributable at no charge. |
183 | |||
184 | 3.8. You may not publish or distribute reports associated with the use | 153 | 3.8. You may not publish or distribute reports associated with the use |
185 | of the Licensed Software to anyone other than NXP. You may advise NXP of any | 154 | of the Licensed Software to anyone other than NXP. You may advise NXP of any |
186 | results obtained from your use of the Licensed Software, including any problems | 155 | results obtained from your use of the Licensed Software, including any problems |
187 | or suggested improvements thereof, and NXP retains the right to use such | 156 | or suggested improvements thereof, and NXP retains the right to use such |
188 | results and related information in any manner it deems appropriate. | 157 | results and related information in any manner it deems appropriate. |
189 | |||
190 | 4. OPEN SOURCE. Open source software included in the Licensed | 158 | 4. OPEN SOURCE. Open source software included in the Licensed |
191 | Software is not licensed under the terms of this Agreement but is instead | 159 | Software is not licensed under the terms of this Agreement but is instead |
192 | licensed under the terms of the applicable open source license(s), such as the | 160 | licensed under the terms of the applicable open source license(s), such as the |
@@ -194,12 +162,9 @@ BSD License, Apache License or the GNU Lesser General Public License. Your use | |||
194 | of the open source software is subject to the terms of each applicable license. | 162 | of the open source software is subject to the terms of each applicable license. |
195 | You must agree to the terms of each applicable license, or you cannot use the | 163 | You must agree to the terms of each applicable license, or you cannot use the |
196 | open source software. | 164 | open source software. |
197 | |||
198 | 5. INTELLECTUAL PROPERTY RIGHTS. | 165 | 5. INTELLECTUAL PROPERTY RIGHTS. |
199 | |||
200 | Upon request, you must provide NXP the source code of any derivative of the | 166 | Upon request, you must provide NXP the source code of any derivative of the |
201 | Licensed Software. | 167 | Licensed Software. |
202 | |||
203 | Unless prohibited by law, the following paragraph shall apply. Your | 168 | Unless prohibited by law, the following paragraph shall apply. Your |
204 | modifications to the Licensed Software, and all intellectual property rights | 169 | modifications to the Licensed Software, and all intellectual property rights |
205 | associated with, and title thereto, will be the property of NXP. You agree to | 170 | associated with, and title thereto, will be the property of NXP. You agree to |
@@ -212,30 +177,24 @@ rights of identification of authorship and all rights of approval, restriction, | |||
212 | or limitation on use or subsequent modification. Notwithstanding the | 177 | or limitation on use or subsequent modification. Notwithstanding the |
213 | foregoing, you will have the license rights granted in Section 2 hereto to any | 178 | foregoing, you will have the license rights granted in Section 2 hereto to any |
214 | such modifications made by you or your licensees. | 179 | such modifications made by you or your licensees. |
215 | |||
216 | Otherwise, you agree to grant an irrevocable, worldwide, and perpetual license | 180 | Otherwise, you agree to grant an irrevocable, worldwide, and perpetual license |
217 | to NXP to make, have made, use, sell, offer to sell, import, commercialize, | 181 | to NXP to make, have made, use, sell, offer to sell, import, commercialize, |
218 | sublicense and reproduce your modifications or derivative works to the Licensed | 182 | sublicense and reproduce your modifications or derivative works to the Licensed |
219 | Software without any payment to Licensee. You agree to provide all assistance | 183 | Software without any payment to Licensee. You agree to provide all assistance |
220 | reasonably requested by NXP to establish, preserve or enforce such right. | 184 | reasonably requested by NXP to establish, preserve or enforce such right. |
221 | |||
222 | 6. ESSENTIAL PATENTS. NXP has no obligation to identify or obtain any | 185 | 6. ESSENTIAL PATENTS. NXP has no obligation to identify or obtain any |
223 | license to any Intellectual Property Right of a third-party that may be | 186 | license to any Intellectual Property Right of a third-party that may be |
224 | necessary for use in connection with technology that is incorporated into the | 187 | necessary for use in connection with technology that is incorporated into the |
225 | Authorized System (whether or not as part of the Licensed Software). | 188 | Authorized System (whether or not as part of the Licensed Software). |
226 | |||
227 | 7. TERM AND TERMINATION. This Agreement will remain in effect unless | 189 | 7. TERM AND TERMINATION. This Agreement will remain in effect unless |
228 | terminated as provided in this Section. | 190 | terminated as provided in this Section. |
229 | |||
230 | 7.1. You may terminate this Agreement immediately upon written notice | 191 | 7.1. You may terminate this Agreement immediately upon written notice |
231 | to NXP at the address provided below. | 192 | to NXP at the address provided below. |
232 | |||
233 | 7.2. Either party may terminate this Agreement if the other party is in | 193 | 7.2. Either party may terminate this Agreement if the other party is in |
234 | default of any of the terms and conditions of this Agreement, and termination | 194 | default of any of the terms and conditions of this Agreement, and termination |
235 | is effective if the defaulting party fails to correct such default within 30 | 195 | is effective if the defaulting party fails to correct such default within 30 |
236 | days after written notice thereof by the non-defaulting party to the defaulting | 196 | days after written notice thereof by the non-defaulting party to the defaulting |
237 | party at the address below. | 197 | party at the address below. |
238 | |||
239 | 7.3. Notwithstanding the foregoing, NXP may terminate this Agreement | 198 | 7.3. Notwithstanding the foregoing, NXP may terminate this Agreement |
240 | immediately upon written notice if you: breach any of your confidentiality | 199 | immediately upon written notice if you: breach any of your confidentiality |
241 | obligations or the license restrictions under this Agreement; become bankrupt, | 200 | obligations or the license restrictions under this Agreement; become bankrupt, |
@@ -243,17 +202,13 @@ insolvent, or file a petition for bankruptcy or insolvency; make an assignment | |||
243 | for the benefit of its creditors; enter proceedings for winding up or | 202 | for the benefit of its creditors; enter proceedings for winding up or |
244 | dissolution; are dissolved; or are nationalized or become subject to the | 203 | dissolution; are dissolved; or are nationalized or become subject to the |
245 | expropriation of all or substantially all of your business or assets. | 204 | expropriation of all or substantially all of your business or assets. |
246 | |||
247 | 7.4. Upon termination of this Agreement, all licenses granted under | 205 | 7.4. Upon termination of this Agreement, all licenses granted under |
248 | Section 2 will expire. | 206 | Section 2 will expire. |
249 | |||
250 | 7.5. After termination of this Agreement by either party you will | 207 | 7.5. After termination of this Agreement by either party you will |
251 | destroy all parts of Licensed Software and its Derivative Works (if any) and | 208 | destroy all parts of Licensed Software and its Derivative Works (if any) and |
252 | will provide to NXP a statement certifying the same. | 209 | will provide to NXP a statement certifying the same. |
253 | |||
254 | 7.6. Notwithstanding the termination of this Agreement for any reason, | 210 | 7.6. Notwithstanding the termination of this Agreement for any reason, |
255 | the terms of Sections 1 and 3 through 24 will survive. | 211 | the terms of Sections 1 and 3 through 24 will survive. |
256 | |||
257 | 8. SUPPORT. NXP is not obligated to provide any support, upgrades or | 212 | 8. SUPPORT. NXP is not obligated to provide any support, upgrades or |
258 | new releases of the Licensed Software under this Agreement. If you wish, you | 213 | new releases of the Licensed Software under this Agreement. If you wish, you |
259 | may contact NXP and report problems and provide suggestions regarding the | 214 | may contact NXP and report problems and provide suggestions regarding the |
@@ -261,7 +216,6 @@ Licensed Software. NXP has no obligation to respond to such a problem report or | |||
261 | suggestion. NXP may make changes to the Licensed Software at any time, without | 216 | suggestion. NXP may make changes to the Licensed Software at any time, without |
262 | any obligation to notify or provide updated versions of the Licensed Software | 217 | any obligation to notify or provide updated versions of the Licensed Software |
263 | to you. | 218 | to you. |
264 | |||
265 | 9. NO WARRANTY. To the maximum extent permitted by law, NXP expressly | 219 | 9. NO WARRANTY. To the maximum extent permitted by law, NXP expressly |
266 | disclaims any warranty for the Licensed Software. The Licensed Software is | 220 | disclaims any warranty for the Licensed Software. The Licensed Software is |
267 | provided "AS IS", without warranty of any kind, either express or implied, | 221 | provided "AS IS", without warranty of any kind, either express or implied, |
@@ -269,13 +223,11 @@ including without limitation the implied warranties of merchantability, fitness | |||
269 | for a particular purpose, or non-infringement. You assume the entire risk | 223 | for a particular purpose, or non-infringement. You assume the entire risk |
270 | arising out of the use or performance of the licensed software, or any systems | 224 | arising out of the use or performance of the licensed software, or any systems |
271 | you design using the licensed software (if any). | 225 | you design using the licensed software (if any). |
272 | |||
273 | 10. INDEMNITY. You agree to fully defend and indemnify NXP from all | 226 | 10. INDEMNITY. You agree to fully defend and indemnify NXP from all |
274 | claims, liabilities, and costs (including reasonable attorney's fees) related | 227 | claims, liabilities, and costs (including reasonable attorney's fees) related |
275 | to (1) your use (including your subcontractor's or distributee's use, if | 228 | to (1) your use (including your subcontractor's or distributee's use, if |
276 | permitted) of the Licensed Software or (2) your violation of the terms and | 229 | permitted) of the Licensed Software or (2) your violation of the terms and |
277 | conditions of this Agreement. | 230 | conditions of this Agreement. |
278 | |||
279 | 11. LIMITATION OF LIABILITY. EXCLUDING LIABILITY FOR A BREACH OF | 231 | 11. LIMITATION OF LIABILITY. EXCLUDING LIABILITY FOR A BREACH OF |
280 | SECTION 2 (LICENSE GRANTS), SECTION 3 (LICENSE LIMITATIONS AND RESTRICTIONS), | 232 | SECTION 2 (LICENSE GRANTS), SECTION 3 (LICENSE LIMITATIONS AND RESTRICTIONS), |
281 | SECTION 16 (CONFIDENTIAL INFORMATION), OR CLAIMS UNDER SECTION 10 (INDEMNITY), | 233 | SECTION 16 (CONFIDENTIAL INFORMATION), OR CLAIMS UNDER SECTION 10 (INDEMNITY), |
@@ -288,7 +240,6 @@ COSTS, DAMAGES, CLAIMS, OR LOSSES WHATSOEVER ARISING OUT OF OR IN CONNECTION | |||
288 | WITH THIS AGREEMENT OR PRODUCT(S) SUPPLIED UNDER THIS AGREEMENT IS LIMITED TO | 240 | WITH THIS AGREEMENT OR PRODUCT(S) SUPPLIED UNDER THIS AGREEMENT IS LIMITED TO |
289 | THE AGGREGATE AMOUNT PAID BY YOU TO NXP IN CONNECTION WITH THE LICENSED | 241 | THE AGGREGATE AMOUNT PAID BY YOU TO NXP IN CONNECTION WITH THE LICENSED |
290 | SOFTWARE PROVIDED UNDER THIS AGREEMENT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. | 242 | SOFTWARE PROVIDED UNDER THIS AGREEMENT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. |
291 | |||
292 | 12. EXPORT COMPLIANCE. Each party shall comply with all applicable | 243 | 12. EXPORT COMPLIANCE. Each party shall comply with all applicable |
293 | export and import control laws and regulations including but not limited to the | 244 | export and import control laws and regulations including but not limited to the |
294 | US Export Administration Regulation (including restrictions on certain military | 245 | US Export Administration Regulation (including restrictions on certain military |
@@ -304,9 +255,7 @@ or destination to which such transfer, diversion, export or re-export is | |||
304 | restricted or prohibited, without obtaining prior written authorization from | 255 | restricted or prohibited, without obtaining prior written authorization from |
305 | the applicable competent government authorities to the extent required by those | 256 | the applicable competent government authorities to the extent required by those |
306 | laws. | 257 | laws. |
307 | |||
308 | 13. GOVERNMENT CONTRACT COMPLIANCE | 258 | 13. GOVERNMENT CONTRACT COMPLIANCE |
309 | |||
310 | 13.1. If you sell Authorized Systems directly to any government or public | 259 | 13.1. If you sell Authorized Systems directly to any government or public |
311 | entity, including U.S., state, local, foreign or international governments or | 260 | entity, including U.S., state, local, foreign or international governments or |
312 | public entities, or indirectly via a prime contractor or subcontractor of such | 261 | public entities, or indirectly via a prime contractor or subcontractor of such |
@@ -314,7 +263,6 @@ governments or entities, NXP makes no representations, certifications, or | |||
314 | warranties whatsoever about compliance with government or public entity | 263 | warranties whatsoever about compliance with government or public entity |
315 | acquisition statutes or regulations, including, without limitation, statutes or | 264 | acquisition statutes or regulations, including, without limitation, statutes or |
316 | regulations that may relate to pricing, quality, origin or content. | 265 | regulations that may relate to pricing, quality, origin or content. |
317 | |||
318 | 13.2. The Licensed Software has been developed at private expense and is a | 266 | 13.2. The Licensed Software has been developed at private expense and is a |
319 | "Commercial Item" as defined in 48 C.F.R. Section 2.101, consisting of | 267 | "Commercial Item" as defined in 48 C.F.R. Section 2.101, consisting of |
320 | "Commercial Computer Software", and/or "Commercial Computer Software | 268 | "Commercial Computer Software", and/or "Commercial Computer Software |
@@ -325,7 +273,6 @@ within, Authorized Systems. Any agreement pursuant to which you share the | |||
325 | Licensed Software will include a provision that reiterates the limitations of | 273 | Licensed Software will include a provision that reiterates the limitations of |
326 | this document and requires all sub-agreements to similarly contain such | 274 | this document and requires all sub-agreements to similarly contain such |
327 | limitations. | 275 | limitations. |
328 | |||
329 | 14. CRITICAL APPLICATIONS. In some cases, NXP may promote certain | 276 | 14. CRITICAL APPLICATIONS. In some cases, NXP may promote certain |
330 | software for use in the development of, or for incorporation into, products or | 277 | software for use in the development of, or for incorporation into, products or |
331 | services (a) used in applications requiring fail-safe performance or (b) in | 278 | services (a) used in applications requiring fail-safe performance or (b) in |
@@ -343,7 +290,6 @@ APPLICATIONS BY LICENSEE. Accordingly, Licensee will indemnify and hold NXP | |||
343 | harmless from any claims, liabilities, damages and associated costs and | 290 | harmless from any claims, liabilities, damages and associated costs and |
344 | expenses (including attorneys' fees) that NXP may incur related to Licensee’s | 291 | expenses (including attorneys' fees) that NXP may incur related to Licensee’s |
345 | incorporation of the Licensed Software in a Critical Application. | 292 | incorporation of the Licensed Software in a Critical Application. |
346 | |||
347 | 15. CHOICE OF LAW; VENUE. This Agreement will be governed by, | 293 | 15. CHOICE OF LAW; VENUE. This Agreement will be governed by, |
348 | construed, and enforced in accordance with the laws of The Netherlands, without | 294 | construed, and enforced in accordance with the laws of The Netherlands, without |
349 | regard to conflicts of laws principles, will apply to all matters relating to | 295 | regard to conflicts of laws principles, will apply to all matters relating to |
@@ -351,7 +297,6 @@ this Agreement or the Licensed Software, and you agree that any litigation will | |||
351 | be subject to the exclusive jurisdiction of the courts of Amsterdam, The | 297 | be subject to the exclusive jurisdiction of the courts of Amsterdam, The |
352 | Netherlands. The United Nations Convention on Contracts for the International | 298 | Netherlands. The United Nations Convention on Contracts for the International |
353 | Sale of Goods will not apply to this document. | 299 | Sale of Goods will not apply to this document. |
354 | |||
355 | 16. CONFIDENTIAL INFORMATION. Subject to the license grants and | 300 | 16. CONFIDENTIAL INFORMATION. Subject to the license grants and |
356 | restrictions contained herein, you must treat the Licensed Software as | 301 | restrictions contained herein, you must treat the Licensed Software as |
357 | confidential information and you agree to retain the Licensed Software in | 302 | confidential information and you agree to retain the Licensed Software in |
@@ -368,16 +313,13 @@ that you notify NXP of such requirement prior to disclosure, which you only | |||
368 | disclose the minimum of the required information, and that you allow NXP the | 313 | disclose the minimum of the required information, and that you allow NXP the |
369 | opportunity to object to such court or other legal body requiring such | 314 | opportunity to object to such court or other legal body requiring such |
370 | disclosure. | 315 | disclosure. |
371 | |||
372 | 17. TRADEMARKS. You are not authorized to use any NXP trademarks, brand | 316 | 17. TRADEMARKS. You are not authorized to use any NXP trademarks, brand |
373 | names, or logos. | 317 | names, or logos. |
374 | |||
375 | 18. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement | 318 | 18. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement |
376 | between you and NXP regarding the subject matter of this Agreement, and | 319 | between you and NXP regarding the subject matter of this Agreement, and |
377 | supersedes all prior communications, negotiations, understandings, agreements | 320 | supersedes all prior communications, negotiations, understandings, agreements |
378 | or representations, either written or oral, if any. This Agreement may only be | 321 | or representations, either written or oral, if any. This Agreement may only be |
379 | amended in written form, signed by you and NXP. | 322 | amended in written form, signed by you and NXP. |
380 | |||
381 | 19. SEVERABILITY. If any provision of this Agreement is held for any | 323 | 19. SEVERABILITY. If any provision of this Agreement is held for any |
382 | reason to be invalid or unenforceable, then the remaining provisions of this | 324 | reason to be invalid or unenforceable, then the remaining provisions of this |
383 | Agreement will be unimpaired and, unless a modification or replacement of the | 325 | Agreement will be unimpaired and, unless a modification or replacement of the |
@@ -386,11 +328,9 @@ material benefit, in which case the Agreement will immediately terminate, the | |||
386 | invalid or unenforceable provision will be replaced with a provision that is | 328 | invalid or unenforceable provision will be replaced with a provision that is |
387 | valid and enforceable and that comes closest to the intention underlying the | 329 | valid and enforceable and that comes closest to the intention underlying the |
388 | invalid or unenforceable provision. | 330 | invalid or unenforceable provision. |
389 | |||
390 | 20. NO WAIVER. The waiver by NXP of any breach of any provision of this | 331 | 20. NO WAIVER. The waiver by NXP of any breach of any provision of this |
391 | Agreement will not operate or be construed as a waiver of any other or a | 332 | Agreement will not operate or be construed as a waiver of any other or a |
392 | subsequent breach of the same or a different provision. | 333 | subsequent breach of the same or a different provision. |
393 | |||
394 | 21. AUDIT. You will keep full, clear and accurate records with respect | 334 | 21. AUDIT. You will keep full, clear and accurate records with respect |
395 | to your compliance with the limited license rights granted under this Agreement | 335 | to your compliance with the limited license rights granted under this Agreement |
396 | for three years following expiration or termination of this Agreement. NXP will | 336 | for three years following expiration or termination of this Agreement. NXP will |
@@ -400,32 +340,28 @@ and during normal business hours, all such records that may bear upon your | |||
400 | compliance with the limited license rights granted above. You must make prompt | 340 | compliance with the limited license rights granted above. You must make prompt |
401 | adjustment to compensate for any errors and/or omissions disclosed by such | 341 | adjustment to compensate for any errors and/or omissions disclosed by such |
402 | examination or audit. | 342 | examination or audit. |
403 | |||
404 | 22. NOTICES. All notices and communications under this | 343 | 22. NOTICES. All notices and communications under this |
405 | Agreement will be made in writing, and will be effective when received at the | 344 | Agreement will be made in writing, and will be effective when received at the |
406 | following addresses: | 345 | following addresses: |
346 | NXP: NXP B.V. | ||
347 | High Tech Campus 60 | ||
348 | 5656 AG Eindhoven | ||
349 | The Netherlands | ||
350 | ATTN: Legal Department | ||
407 | 351 | ||
408 | NXP: NXP B.V. | 352 | You: The address provided at registration will be used. |
409 | High Tech Campus 60 | ||
410 | 5656 AG Eindhoven | ||
411 | The Netherlands | ||
412 | ATTN: Legal Department | ||
413 | |||
414 | You: The address provided at registration will be used. | ||
415 | 353 | ||
416 | 23. RELATIONSHIP OF THE PARTIES. The parties are independent | 354 | 23. RELATIONSHIP OF THE PARTIES. The parties are independent |
417 | contractors. Nothing in this Agreement will be construed to create any | 355 | contractors. Nothing in this Agreement will be construed to create any |
418 | partnership, joint venture, or similar relationship. Neither party is | 356 | partnership, joint venture, or similar relationship. Neither party is |
419 | authorized to bind the other to any obligations with third parties. | 357 | authorized to bind the other to any obligations with third parties. |
420 | |||
421 | 24. SUCCESSION AND ASSIGNMENT. This Agreement will be binding upon and | 358 | 24. SUCCESSION AND ASSIGNMENT. This Agreement will be binding upon and |
422 | inure to the benefit of the parties and their permitted successors and assigns. | 359 | inure to the benefit of the parties and their permitted successors and assigns. |
423 | You may not assign this Agreement, or any part of this Agreement, without the | 360 | You may not assign this Agreement, or any part of this Agreement, without the |
424 | prior written approval of NXP, which approval will not be unreasonably withheld | 361 | prior written approval of NXP, which approval will not be unreasonably withheld |
425 | or delayed. NXP may assign this Agreement, or any part of this Agreement, in | 362 | or delayed. NXP may assign this Agreement, or any part of this Agreement, in |
426 | its sole discretion. | 363 | its sole discretion. |
427 | 364 | 25. PRIVACY. By agreeing to this Agreement and/or utilizing the Licensed | |
428 | 25. PRIVACY. By agreeing to this Agreement and/or utilizing the Licensed | ||
429 | Software, Licensee consents to use of certain personal information, including | 365 | Software, Licensee consents to use of certain personal information, including |
430 | but not limited to name, email address, and location, for the purpose of | 366 | but not limited to name, email address, and location, for the purpose of |
431 | NXP’s internal analysis regarding future software offerings. NXP’s | 367 | NXP’s internal analysis regarding future software offerings. NXP’s |
@@ -434,7 +370,6 @@ https://www.nxp.com/company/our-company/about-nxp/privacy-statement:PRIVACYPRACT | |||
434 | ICES. | 370 | ICES. |
435 | 371 | ||
436 | APPENDIX A | 372 | APPENDIX A |
437 | |||
438 | Other License Grants and Restrictions: | 373 | Other License Grants and Restrictions: |
439 | 374 | ||
440 | The Licensed Software may include some or all of the following software, which | 375 | The Licensed Software may include some or all of the following software, which |
@@ -496,11 +431,8 @@ Au-Zone Technologies: eIQ Portal, Model Tool, DeepViewRT and ModelRunner are | |||
496 | distributed by NXP under license from Au-Zone Technologies. Your use of the | 431 | distributed by NXP under license from Au-Zone Technologies. Your use of the |
497 | Licensed Software, examples and related documentation is subject to the | 432 | Licensed Software, examples and related documentation is subject to the |
498 | following: | 433 | following: |
499 | |||
500 | (1) Use of Software is limited to Authorized System only | 434 | (1) Use of Software is limited to Authorized System only |
501 | |||
502 | (2) In no event may Licensee Sublicense the Software | 435 | (2) In no event may Licensee Sublicense the Software |
503 | |||
504 | (3) AU-ZONE TECHNOLOGIES SHALL NOT BE LIABLE FOR USE OF LICENSED | 436 | (3) AU-ZONE TECHNOLOGIES SHALL NOT BE LIABLE FOR USE OF LICENSED |
505 | SOFTWARE IN CRITICAL APPLICATIONS BY LICENSEE | 437 | SOFTWARE IN CRITICAL APPLICATIONS BY LICENSEE |
506 | 438 | ||
@@ -552,7 +484,6 @@ Embedded Systems Academy GmbH (EmSA): Any use of Micro CANopen Plus is subject | |||
552 | to the acceptance of the license conditions described in the LICENSE.INFO file | 484 | to the acceptance of the license conditions described in the LICENSE.INFO file |
553 | distributed with all example projects and in the documentation and the | 485 | distributed with all example projects and in the documentation and the |
554 | additional clause described below. | 486 | additional clause described below. |
555 | |||
556 | Clause 1: Micro CANopen Plus may not be used for any competitive or comparative | 487 | Clause 1: Micro CANopen Plus may not be used for any competitive or comparative |
557 | purpose, including the publication of any form of run time or compile time | 488 | purpose, including the publication of any form of run time or compile time |
558 | metric, without the express permission of EmSA. | 489 | metric, without the express permission of EmSA. |
@@ -574,6 +505,12 @@ Global Locate (Broadcom Corporation): Use of Global Locate, Inc. software is | |||
574 | limited to evaluation and demonstration only. Permitted distributions must be | 505 | limited to evaluation and demonstration only. Permitted distributions must be |
575 | similarly limited. Further rights must be obtained from Global Locate. | 506 | similarly limited. Further rights must be obtained from Global Locate. |
576 | 507 | ||
508 | LC3plus: LC3plus short frame audio codec features as defined in ETSI TS 103634 | ||
509 | are included in the code. To enable the LC3plus features in a final product, a | ||
510 | license has to be obtained from Fraunhofer. More information can be found on | ||
511 | the following web page: | ||
512 | https://www.iis.fraunhofer.de/en/ff/amm/communication/lc3.html | ||
513 | |||
577 | Microsoft: Except for Microsoft PlayReady software, if the Licensed Software | 514 | Microsoft: Except for Microsoft PlayReady software, if the Licensed Software |
578 | includes software owned by Microsoft Corporation ("Microsoft"), it is subject | 515 | includes software owned by Microsoft Corporation ("Microsoft"), it is subject |
579 | to the terms of your license with Microsoft (the "Microsoft Underlying Licensed | 516 | to the terms of your license with Microsoft (the "Microsoft Underlying Licensed |
@@ -660,16 +597,12 @@ SanDisk Corporation: If the Licensed Software includes software developed by | |||
660 | SanDisk Corporation ("SanDisk"), you must separately obtain the rights to | 597 | SanDisk Corporation ("SanDisk"), you must separately obtain the rights to |
661 | reproduce and distribute this software in source code form from SanDisk. | 598 | reproduce and distribute this software in source code form from SanDisk. |
662 | Please follow these easy steps to obtain the license and software: | 599 | Please follow these easy steps to obtain the license and software: |
663 | |||
664 | (1) Contact your local SanDisk sales representative to obtain the SanDisk | 600 | (1) Contact your local SanDisk sales representative to obtain the SanDisk |
665 | License Agreement. | 601 | License Agreement. |
666 | |||
667 | (2) Sign the license agreement. Fax the signed agreement to SanDisk USA | 602 | (2) Sign the license agreement. Fax the signed agreement to SanDisk USA |
668 | marketing department at 408-542-0403. The license will be valid when fully | 603 | marketing department at 408-542-0403. The license will be valid when fully |
669 | executed by SanDisk. | 604 | executed by SanDisk. |
670 | |||
671 | (3) If you have specific questions, please send an email to sales@sandisk.com | 605 | (3) If you have specific questions, please send an email to sales@sandisk.com |
672 | |||
673 | You may only use the SanDisk Corporation Licensed Software on products | 606 | You may only use the SanDisk Corporation Licensed Software on products |
674 | compatible with a SanDisk Secure Digital Card. You may not use the SanDisk | 607 | compatible with a SanDisk Secure Digital Card. You may not use the SanDisk |
675 | Corporation Licensed Software on any memory device product. SanDisk retains | 608 | Corporation Licensed Software on any memory device product. SanDisk retains |
@@ -686,19 +619,36 @@ consistent with the terms found here: http://www.segger.com/jlink-software.html | |||
686 | Synopsys/Target Compiler Technologies: Your use of the Synopsys/Target Compiler | 619 | Synopsys/Target Compiler Technologies: Your use of the Synopsys/Target Compiler |
687 | Technologies Licensed Software and related documentation is subject to the | 620 | Technologies Licensed Software and related documentation is subject to the |
688 | following: | 621 | following: |
689 | |||
690 | (1) Duration of the license for the Licensed Software is limited to 12 months, | 622 | (1) Duration of the license for the Licensed Software is limited to 12 months, |
691 | unless otherwise specified in the license file. | 623 | unless otherwise specified in the license file. |
692 | |||
693 | (2) The Licensed Software is usable by one user at a time on a single | 624 | (2) The Licensed Software is usable by one user at a time on a single |
694 | designated computer, unless otherwise agreed by Synopsys. | 625 | designated computer, unless otherwise agreed by Synopsys. |
695 | |||
696 | (3) Licensed Software and documentation are to be used only on a designated | 626 | (3) Licensed Software and documentation are to be used only on a designated |
697 | computer at the designated physical address provided by you on the APEX license | 627 | computer at the designated physical address provided by you on the APEX license |
698 | form. | 628 | form. |
699 | |||
700 | (4) The Licensed Software is not sub-licensable. | 629 | (4) The Licensed Software is not sub-licensable. |
701 | 630 | ||
631 | T2 Labs / T2 Software: As a condition to the grant of any license under this | ||
632 | Agreement, you represent and warrant that you will comply with all licenses, | ||
633 | agreements, rules and bylaws of the Bluetooth SIG (Special Interest Group ) | ||
634 | applicable to the licensed software and documentation and its use which may | ||
635 | affect when and if you may take certain actions under licenses granted | ||
636 | hereunder. | ||
637 | |||
638 | The license grant under this Agreement is conditional to you being (i) a | ||
639 | Bluetooth SIG Associate member until such time as the specifications for the | ||
640 | software are made public to Bluetooth SIG members of any level and (ii) | ||
641 | thereafter a Bluetooth SIG member of any level. | ||
642 | |||
643 | Notwithstanding the terms contained in Section 2.3 (a), if the licensed | ||
644 | software includes proprietary software in source code format, you may make | ||
645 | modifications and create derivative works only to the extent necessary for | ||
646 | improving the performance of the source code with the NXP products or your | ||
647 | products and for creating enhancements of such products. You may not further | ||
648 | sublicense or otherwise distribute the source code, or any modifications or | ||
649 | derivatives thereof as stand-alone products. You will be responsible for | ||
650 | qualifying any modifications or derivatives with the Bluetooth SIG and any | ||
651 | other qualifying bodies. | ||
702 | TARA Systems: Use of TARA Systems GUI technology Embedded Wizard is limited to | 652 | TARA Systems: Use of TARA Systems GUI technology Embedded Wizard is limited to |
703 | evaluation and demonstration only. Permitted distributions must be similarly | 653 | evaluation and demonstration only. Permitted distributions must be similarly |
704 | limited. Further rights must be obtained directly from TARA Systems. | 654 | limited. Further rights must be obtained directly from TARA Systems. |