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authorTom Hochstein <tom.hochstein@nxp.com>2022-05-05 15:34:00 -0500
committerTom Hochstein <tom.hochstein@nxp.com>2022-05-10 10:19:44 -0500
commit923b963a17a0855a5f8f278b96d49d58d89a0a84 (patch)
tree92cd18bd896c351cb520c0e2f1c05f6978796b2f /EULA
parent9b49f88603baea175726c3b6cb4c026f5c7a579a (diff)
downloadmeta-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--EULA158
1 files changed, 54 insertions, 104 deletions
diff --git a/EULA b/EULA
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@@ -1,5 +1,4 @@
1LA_OPT_NXP_Software_License v30 October 2021 1LA_OPT_NXP_Software_License v34 February 2022
2
3IMPORTANT. Read the following NXP Software License Agreement ("Agreement") 2IMPORTANT. Read the following NXP Software License Agreement ("Agreement")
4completely. By selecting the "I Accept" button at the end of this page, or by 3completely. By selecting the "I Accept" button at the end of this page, or by
5downloading, installing, or using the Licensed Software, you indicate that you 4downloading, 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
14supersede this Agreement. 13supersede this Agreement.
15 14
16NXP SOFTWARE LICENSE AGREEMENT 15NXP SOFTWARE LICENSE AGREEMENT
17
18This is a legal agreement between your employer, of which you are an authorized 16This is a legal agreement between your employer, of which you are an authorized
19representative, or, if you have no employer, you as an individual ("you" or 17representative, 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
30that you have already distributed, where permitted, and do not destroy will 28that you have already distributed, where permitted, and do not destroy will
31continue to be governed by this Agreement. Your prior use will also continue to 29continue to be governed by this Agreement. Your prior use will also continue to
32be governed by this Agreement. 30be governed by this Agreement.
33
341. DEFINITIONS 311. DEFINITIONS
35
361.1. "Affiliate" means, with respect to a party, any corporation or 321.1. "Affiliate" means, with respect to a party, any corporation or
37other legal entity that now or hereafter Controls, is Controlled by or is under 33other legal entity that now or hereafter Controls, is Controlled by or is under
38common Control with such party; where "Control" means the direct or indirect 34common 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
40interests entitled to vote for the election of directors or other persons 36interests entitled to vote for the election of directors or other persons
41performing similar functions. An entity is considered an Affiliate only so long 37performing similar functions. An entity is considered an Affiliate only so long
42as such Control exists. 38as such Control exists.
43 391.2 "Authorized System" means either (i) Licensee's hardware product which
441.2 "Authorized System" means either (i) Licensee's hardware product 40incorporates an NXP Product or (ii) Licensee's software program which is used
45which incorporates an NXP Product or (ii) Licensee's software program which is 41exclusively in connection with an NXP Product and with which the Licensed
46used exclusively in connection with an NXP Product and with which the Licensed
47Software will be integrated. 42Software will be integrated.
48 431.3. "Derivative Work" means a work based upon one or more pre-existing
491.3. "Derivative Work" means a work based upon one or more pre-existing
50works. A work consisting of editorial revisions, annotations, elaborations, or 44works. A work consisting of editorial revisions, annotations, elaborations, or
51other modifications which, as a whole, represent an original work of 45other modifications which, as a whole, represent an original work of
52authorship, is a Derivative Work. 46authorship, is a Derivative Work.
53 471.4 "Intellectual Property Rights" means any and all rights under statute,
541.4 "Intellectual Property Rights" means any and all rights under 48common law or equity in and under copyrights, trade secrets, and patents
55statute, common law or equity in and under copyrights, trade secrets, and 49(including utility models), and analogous rights throughout the world,
56patents (including utility models), and analogous rights throughout the world,
57including any applications for and the right to apply for, any of the foregoing. 50including any applications for and the right to apply for, any of the foregoing.
58 511.5 "NXP Product" means a hardware product (e.g. a microprocessor,
591.5 "NXP Product" means a hardware product (e.g. a microprocessor, 52microcontroller, sensor or digital signal processor) and/or services (e.g.
60microcontroller, sensor or digital signal processor) supplied directly or 53cloud platform services) supplied directly or indirectly from NXP or an NXP
61indirectly from NXP or an NXP Affiliate, unless there is a product specified in 54Affiliate, unless there is a product specified in the Software Content
62the Software Content Register, in which case this definition is limited to such 55Register, in which case this definition is limited to such product.
63product.
64
651.6 "Software Content Register" means the documentation which may 561.6 "Software Content Register" means the documentation which may
66accompany the Licensed Software which identifies the contents of the Licensed 57accompany the Licensed Software which identifies the contents of the Licensed
67Software, including but not limited to identification of any Third Party 58Software, including but not limited to identification of any Third Party
68Software, if any, and may also contain other related information as whether the 59Software, if any, and may also contain other related information as whether the
69license in 2.3 is applicable. 60license in 2.3 is applicable.
70
711.7 "Third Party Software" means, any software included in the Licensed 611.7 "Third Party Software" means, any software included in the Licensed
72Software that is not NXP proprietary software, and is not open source software, 62Software that is not NXP proprietary software, and is not open source software,
73and to which different license terms may apply. 63and to which different license terms may apply.
74
752. LICENSE GRANT. 642. LICENSE GRANT.
76
772.1. If you are not expressly granted the distribution license in 652.1. If you are not expressly granted the distribution license in
78Section 2.3 in the Software Content Register, then you are only granted the 66Section 2.3 in the Software Content Register, then you are only granted the
79rights in Section 2.2 and not in 2.3. If you are expressly granted the 67rights in Section 2.2 and not in 2.3. If you are expressly granted the
80distribution license in Section 2.3 in the Software Content Register, then you 68distribution license in Section 2.3 in the Software Content Register, then you
81are granted the rights in both Section 2.2 and 2.3. 69are granted the rights in both Section 2.2 and 2.3.
82 702.2. Standard License. Subject to the terms and conditions of this
832.2. Standard License. Subject to the terms and conditions of this
84Agreement, NXP grants you a worldwide, personal, non-transferable, 71Agreement, NXP grants you a worldwide, personal, non-transferable,
85non-exclusive, non-sublicensable license, solely for the development of an 72non-exclusive, non-sublicensable license, solely for the development of an
86Authorized System: 73Authorized 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
89prepared under the license in Section 2.2(b)) solely in combination with a NXP 75prepared under the license in Section 2.2(b)) solely in combination with a NXP
90Product; and 76Product; 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
93readable), to prepare Derivative Works of the Licensed Software solely for use 78readable), to prepare Derivative Works of the Licensed Software solely for use
94in combination with a NXP Product. 79in combination with a NXP Product.
95
96You may not distribute or sublicense the Licensed Software to others under the 80You may not distribute or sublicense the Licensed Software to others under the
97license granted in this Section 2.2. 81license granted in this Section 2.2.
98
99You may demonstrate the Licensed Software to your direct customers as part of 82You may demonstrate the Licensed Software to your direct customers as part of
100an Authorized System so long as such demonstration is directly controlled by 83an Authorized System so long as such demonstration is directly controlled by
101you and without prior approval by NXP; however, to all other third parties only 84you 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
103demonstrating the Licensed Software to specified third parties or at specified 86demonstrating the Licensed Software to specified third parties or at specified
104event(s). You may not leave the Licensed Software with a direct customer or 87event(s). You may not leave the Licensed Software with a direct customer or
105any other third party at any time. 88any other third party at any time.
106
1072.3. Additional Distribution License. If expressly authorized in the 892.3. Additional Distribution License. If expressly authorized in the
108Software Content Register, subject to the terms and conditions of this 90Software Content Register, subject to the terms and conditions of this
109Agreement, NXP grants you a worldwide, personal, non-transferable, 91Agreement, NXP grants you a worldwide, personal, non-transferable,
110non-exclusive, non-sublicensable license solely in connection with your 92non-exclusive, non-sublicensable license solely in connection with your
111manufacturing and distribution of an Authorized System: 93manufacturing 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 95Licensed Software (and its Derivative Works prepared under the license in
114the Licensed Software (and its Derivative Works prepared under the license in
1152.2(b)) in object code (machine readable format) only as part of, or embedded 962.2(b)) in object code (machine readable format) only as part of, or embedded
116within, Authorized Systems and not on a standalone basis solely for use in 97within, Authorized Systems and not on a standalone basis solely for use in
117combination with a NXP Product. Notwithstanding the foregoing, those files 98combination with a NXP Product. Notwithstanding the foregoing, those files
118marked as .h files ("Header files") may be distributed in source or object code 99marked as .h files ("Header files") may be distributed in source or object code
119form, but only as part of, or embedded within Authorized Systems; and 100form, 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
122Authorized System and for use in combination with a NXP Product, 102Authorized System and for use in combination with a NXP Product,
123non-confidential NXP information provided as part of the Licensed Software for 103non-confidential NXP information provided as part of the Licensed Software for
124the purpose of maintaining and supporting Authorized Systems with which the 104the purpose of maintaining and supporting Authorized Systems with which the
125Licensed Software is integrated. 105Licensed Software is integrated.
126 1062.4 Separate license grants to Third Party Software, or other terms
1272.4 Separate license grants to Third Party Software, or other terms
128applicable to the Licensed Software if different from those granted in this 107applicable to the Licensed Software if different from those granted in this
129Section 2, are contained in Appendix A. The Licensed Software may be 108Section 2, are contained in Appendix A. The Licensed Software may be
130accompanied by a Software Content Register which will identify that portion of 109accompanied by a Software Content Register which will identify that portion of
131the Licensed Software, if any, that is subject to the different terms in 110the Licensed Software, if any, that is subject to the different terms in
132Appendix A. 111Appendix A.
133
1342.5. You may use subcontractors on your premises to exercise your 1122.5. You may use subcontractors on your premises to exercise your
135rights under Section 2.2 and Section 2.3, if any, so long as you have an 113rights under Section 2.2 and Section 2.3, if any, so long as you have an
136agreement in place with the subcontractor containing confidentiality 114agreement in place with the subcontractor containing confidentiality
@@ -138,41 +116,33 @@ restrictions no less stringent than those contained in this Agreement. You will
138remain liable for your subcontractors' adherence to the terms of this Agreement 116remain liable for your subcontractors' adherence to the terms of this Agreement
139and for any and all acts and omissions of such subcontractors with respect to 117and for any and all acts and omissions of such subcontractors with respect to
140this Agreement and the Licensed Software. 118this Agreement and the Licensed Software.
141
1423. LICENSE LIMITATIONS AND RESTRICTIONS. 1193. LICENSE LIMITATIONS AND RESTRICTIONS.
143
1443.1. The licenses granted above in Section 2 only extend to NXP 1203.1. The licenses granted above in Section 2 only extend to NXP
145Intellectual Property Rights that would be infringed by the unmodified Licensed 121Intellectual Property Rights that would be infringed by the unmodified Licensed
146Software prior to your preparation of any Derivative Work. 122Software prior to your preparation of any Derivative Work.
147
1483.2. The Licensed Software is licensed to you, not sold. Title to 1233.2. The Licensed Software is licensed to you, not sold. Title to
149Licensed Software delivered hereunder remains vested in NXP or NXP's licensor 124Licensed Software delivered hereunder remains vested in NXP or NXP's licensor
150and cannot be assigned or transferred. You are expressly forbidden from selling 125and cannot be assigned or transferred. You are expressly forbidden from selling
151or otherwise distributing the Licensed Software, or any portion thereof, except 126or otherwise distributing the Licensed Software, or any portion thereof, except
152as expressly permitted herein. This Agreement does not grant to you any implied 127as expressly permitted herein. This Agreement does not grant to you any implied
153rights under any NXP or third party Intellectual Property Rights. 128rights under any NXP or third party Intellectual Property Rights.
154
1553.3. You may not translate, reverse engineer, decompile, or disassemble 1293.3. You may not translate, reverse engineer, decompile, or disassemble
156the Licensed Software except to the extent applicable law specifically 130the Licensed Software except to the extent applicable law specifically
157prohibits such restriction. You must prohibit your subcontractors or customers 131prohibits 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,
159decompiling, or disassembling the Licensed Software except to the extent 133decompiling, or disassembling the Licensed Software except to the extent
160applicable law specifically prohibits such restriction. 134applicable law specifically prohibits such restriction.
161
1623.4. You must reproduce any and all of NXP's (or its third-party 1353.4. You must reproduce any and all of NXP's (or its third-party
163licensor's) copyright notices and other proprietary legends on copies of 136licensor's) copyright notices and other proprietary legends on copies of
164Licensed Software. 137Licensed Software.
165
1663.5. If you distribute the Licensed Software to the United States 1383.5. If you distribute the Licensed Software to the United States
167Government, then the Licensed Software is "restricted computer software" and is 139Government, then the Licensed Software is "restricted computer software" and is
168subject to FAR 52.227-19. 140subject to FAR 52.227-19.
169
1703.6. You grant to NXP a non-exclusive, non-transferable, irrevocable, 1413.6. You grant to NXP a non-exclusive, non-transferable, irrevocable,
171perpetual, worldwide, royalty-free, sub-licensable license under your 142perpetual, worldwide, royalty-free, sub-licensable license under your
172Intellectual Property Rights to use without restriction and for any purpose any 143Intellectual Property Rights to use without restriction and for any purpose any
173suggestion, comment or other feedback related to the Licensed Software 144suggestion, 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
1763.7. You will not take or fail to take any action that could subject 1463.7. You will not take or fail to take any action that could subject
177the Licensed Software to an Excluded License. An Excluded License means any 147the Licensed Software to an Excluded License. An Excluded License means any
178license that requires, as a condition of use, modification or distribution of 148license 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
180combined and/or distributed with the software be (i) disclosed or distributed 150combined and/or distributed with the software be (i) disclosed or distributed
181in source code form; (ii) licensed for the purpose of making Derivative Works; 151in source code form; (ii) licensed for the purpose of making Derivative Works;
182or (iii) redistributable at no charge. 152or (iii) redistributable at no charge.
183
1843.8. You may not publish or distribute reports associated with the use 1533.8. You may not publish or distribute reports associated with the use
185of the Licensed Software to anyone other than NXP. You may advise NXP of any 154of the Licensed Software to anyone other than NXP. You may advise NXP of any
186results obtained from your use of the Licensed Software, including any problems 155results obtained from your use of the Licensed Software, including any problems
187or suggested improvements thereof, and NXP retains the right to use such 156or suggested improvements thereof, and NXP retains the right to use such
188results and related information in any manner it deems appropriate. 157results and related information in any manner it deems appropriate.
189
1904. OPEN SOURCE. Open source software included in the Licensed 1584. OPEN SOURCE. Open source software included in the Licensed
191Software is not licensed under the terms of this Agreement but is instead 159Software is not licensed under the terms of this Agreement but is instead
192licensed under the terms of the applicable open source license(s), such as the 160licensed 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
194of the open source software is subject to the terms of each applicable license. 162of the open source software is subject to the terms of each applicable license.
195You must agree to the terms of each applicable license, or you cannot use the 163You must agree to the terms of each applicable license, or you cannot use the
196open source software. 164open source software.
197
1985. INTELLECTUAL PROPERTY RIGHTS. 1655. INTELLECTUAL PROPERTY RIGHTS.
199
200Upon request, you must provide NXP the source code of any derivative of the 166Upon request, you must provide NXP the source code of any derivative of the
201Licensed Software. 167Licensed Software.
202
203Unless prohibited by law, the following paragraph shall apply. Your 168Unless prohibited by law, the following paragraph shall apply. Your
204modifications to the Licensed Software, and all intellectual property rights 169modifications to the Licensed Software, and all intellectual property rights
205associated with, and title thereto, will be the property of NXP. You agree to 170associated 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,
212or limitation on use or subsequent modification. Notwithstanding the 177or limitation on use or subsequent modification. Notwithstanding the
213foregoing, you will have the license rights granted in Section 2 hereto to any 178foregoing, you will have the license rights granted in Section 2 hereto to any
214such modifications made by you or your licensees. 179such modifications made by you or your licensees.
215
216Otherwise, you agree to grant an irrevocable, worldwide, and perpetual license 180Otherwise, you agree to grant an irrevocable, worldwide, and perpetual license
217to NXP to make, have made, use, sell, offer to sell, import, commercialize, 181to NXP to make, have made, use, sell, offer to sell, import, commercialize,
218sublicense and reproduce your modifications or derivative works to the Licensed 182sublicense and reproduce your modifications or derivative works to the Licensed
219Software without any payment to Licensee. You agree to provide all assistance 183Software without any payment to Licensee. You agree to provide all assistance
220reasonably requested by NXP to establish, preserve or enforce such right. 184reasonably requested by NXP to establish, preserve or enforce such right.
221
2226. ESSENTIAL PATENTS. NXP has no obligation to identify or obtain any 1856. ESSENTIAL PATENTS. NXP has no obligation to identify or obtain any
223license to any Intellectual Property Right of a third-party that may be 186license to any Intellectual Property Right of a third-party that may be
224necessary for use in connection with technology that is incorporated into the 187necessary for use in connection with technology that is incorporated into the
225Authorized System (whether or not as part of the Licensed Software). 188Authorized System (whether or not as part of the Licensed Software).
226
2277. TERM AND TERMINATION. This Agreement will remain in effect unless 1897. TERM AND TERMINATION. This Agreement will remain in effect unless
228terminated as provided in this Section. 190terminated as provided in this Section.
229
2307.1. You may terminate this Agreement immediately upon written notice 1917.1. You may terminate this Agreement immediately upon written notice
231to NXP at the address provided below. 192to NXP at the address provided below.
232
2337.2. Either party may terminate this Agreement if the other party is in 1937.2. Either party may terminate this Agreement if the other party is in
234default of any of the terms and conditions of this Agreement, and termination 194default of any of the terms and conditions of this Agreement, and termination
235is effective if the defaulting party fails to correct such default within 30 195is effective if the defaulting party fails to correct such default within 30
236days after written notice thereof by the non-defaulting party to the defaulting 196days after written notice thereof by the non-defaulting party to the defaulting
237party at the address below. 197party at the address below.
238
2397.3. Notwithstanding the foregoing, NXP may terminate this Agreement 1987.3. Notwithstanding the foregoing, NXP may terminate this Agreement
240immediately upon written notice if you: breach any of your confidentiality 199immediately upon written notice if you: breach any of your confidentiality
241obligations or the license restrictions under this Agreement; become bankrupt, 200obligations 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
243for the benefit of its creditors; enter proceedings for winding up or 202for the benefit of its creditors; enter proceedings for winding up or
244dissolution; are dissolved; or are nationalized or become subject to the 203dissolution; are dissolved; or are nationalized or become subject to the
245expropriation of all or substantially all of your business or assets. 204expropriation of all or substantially all of your business or assets.
246
2477.4. Upon termination of this Agreement, all licenses granted under 2057.4. Upon termination of this Agreement, all licenses granted under
248Section 2 will expire. 206Section 2 will expire.
249
2507.5. After termination of this Agreement by either party you will 2077.5. After termination of this Agreement by either party you will
251destroy all parts of Licensed Software and its Derivative Works (if any) and 208destroy all parts of Licensed Software and its Derivative Works (if any) and
252will provide to NXP a statement certifying the same. 209will provide to NXP a statement certifying the same.
253
2547.6. Notwithstanding the termination of this Agreement for any reason, 2107.6. Notwithstanding the termination of this Agreement for any reason,
255the terms of Sections 1 and 3 through 24 will survive. 211the terms of Sections 1 and 3 through 24 will survive.
256
2578. SUPPORT. NXP is not obligated to provide any support, upgrades or 2128. SUPPORT. NXP is not obligated to provide any support, upgrades or
258new releases of the Licensed Software under this Agreement. If you wish, you 213new releases of the Licensed Software under this Agreement. If you wish, you
259may contact NXP and report problems and provide suggestions regarding the 214may 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
261suggestion. NXP may make changes to the Licensed Software at any time, without 216suggestion. NXP may make changes to the Licensed Software at any time, without
262any obligation to notify or provide updated versions of the Licensed Software 217any obligation to notify or provide updated versions of the Licensed Software
263to you. 218to you.
264
2659. NO WARRANTY. To the maximum extent permitted by law, NXP expressly 2199. NO WARRANTY. To the maximum extent permitted by law, NXP expressly
266disclaims any warranty for the Licensed Software. The Licensed Software is 220disclaims any warranty for the Licensed Software. The Licensed Software is
267provided "AS IS", without warranty of any kind, either express or implied, 221provided "AS IS", without warranty of any kind, either express or implied,
@@ -269,13 +223,11 @@ including without limitation the implied warranties of merchantability, fitness
269for a particular purpose, or non-infringement. You assume the entire risk 223for a particular purpose, or non-infringement. You assume the entire risk
270arising out of the use or performance of the licensed software, or any systems 224arising out of the use or performance of the licensed software, or any systems
271you design using the licensed software (if any). 225you design using the licensed software (if any).
272
27310. INDEMNITY. You agree to fully defend and indemnify NXP from all 22610. INDEMNITY. You agree to fully defend and indemnify NXP from all
274claims, liabilities, and costs (including reasonable attorney's fees) related 227claims, liabilities, and costs (including reasonable attorney's fees) related
275to (1) your use (including your subcontractor's or distributee's use, if 228to (1) your use (including your subcontractor's or distributee's use, if
276permitted) of the Licensed Software or (2) your violation of the terms and 229permitted) of the Licensed Software or (2) your violation of the terms and
277conditions of this Agreement. 230conditions of this Agreement.
278
27911. LIMITATION OF LIABILITY. EXCLUDING LIABILITY FOR A BREACH OF 23111. LIMITATION OF LIABILITY. EXCLUDING LIABILITY FOR A BREACH OF
280SECTION 2 (LICENSE GRANTS), SECTION 3 (LICENSE LIMITATIONS AND RESTRICTIONS), 232SECTION 2 (LICENSE GRANTS), SECTION 3 (LICENSE LIMITATIONS AND RESTRICTIONS),
281SECTION 16 (CONFIDENTIAL INFORMATION), OR CLAIMS UNDER SECTION 10 (INDEMNITY), 233SECTION 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
288WITH THIS AGREEMENT OR PRODUCT(S) SUPPLIED UNDER THIS AGREEMENT IS LIMITED TO 240WITH THIS AGREEMENT OR PRODUCT(S) SUPPLIED UNDER THIS AGREEMENT IS LIMITED TO
289THE AGGREGATE AMOUNT PAID BY YOU TO NXP IN CONNECTION WITH THE LICENSED 241THE AGGREGATE AMOUNT PAID BY YOU TO NXP IN CONNECTION WITH THE LICENSED
290SOFTWARE PROVIDED UNDER THIS AGREEMENT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. 242SOFTWARE PROVIDED UNDER THIS AGREEMENT TO WHICH LOSSES OR DAMAGES ARE CLAIMED.
291
29212. EXPORT COMPLIANCE. Each party shall comply with all applicable 24312. EXPORT COMPLIANCE. Each party shall comply with all applicable
293export and import control laws and regulations including but not limited to the 244export and import control laws and regulations including but not limited to the
294US Export Administration Regulation (including restrictions on certain military 245US Export Administration Regulation (including restrictions on certain military
@@ -304,9 +255,7 @@ or destination to which such transfer, diversion, export or re-export is
304restricted or prohibited, without obtaining prior written authorization from 255restricted or prohibited, without obtaining prior written authorization from
305the applicable competent government authorities to the extent required by those 256the applicable competent government authorities to the extent required by those
306laws. 257laws.
307
30813. GOVERNMENT CONTRACT COMPLIANCE 25813. GOVERNMENT CONTRACT COMPLIANCE
309
31013.1. If you sell Authorized Systems directly to any government or public 25913.1. If you sell Authorized Systems directly to any government or public
311entity, including U.S., state, local, foreign or international governments or 260entity, including U.S., state, local, foreign or international governments or
312public entities, or indirectly via a prime contractor or subcontractor of such 261public entities, or indirectly via a prime contractor or subcontractor of such
@@ -314,7 +263,6 @@ governments or entities, NXP makes no representations, certifications, or
314warranties whatsoever about compliance with government or public entity 263warranties whatsoever about compliance with government or public entity
315acquisition statutes or regulations, including, without limitation, statutes or 264acquisition statutes or regulations, including, without limitation, statutes or
316regulations that may relate to pricing, quality, origin or content. 265regulations that may relate to pricing, quality, origin or content.
317
31813.2. The Licensed Software has been developed at private expense and is a 26613.2. 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
325Licensed Software will include a provision that reiterates the limitations of 273Licensed Software will include a provision that reiterates the limitations of
326this document and requires all sub-agreements to similarly contain such 274this document and requires all sub-agreements to similarly contain such
327limitations. 275limitations.
328
32914. CRITICAL APPLICATIONS. In some cases, NXP may promote certain 27614. CRITICAL APPLICATIONS. In some cases, NXP may promote certain
330software for use in the development of, or for incorporation into, products or 277software for use in the development of, or for incorporation into, products or
331services (a) used in applications requiring fail-safe performance or (b) in 278services (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
343harmless from any claims, liabilities, damages and associated costs and 290harmless from any claims, liabilities, damages and associated costs and
344expenses (including attorneys' fees) that NXP may incur related to Licensee’s 291expenses (including attorneys' fees) that NXP may incur related to Licensee’s
345incorporation of the Licensed Software in a Critical Application. 292incorporation of the Licensed Software in a Critical Application.
346
34715. CHOICE OF LAW; VENUE. This Agreement will be governed by, 29315. CHOICE OF LAW; VENUE. This Agreement will be governed by,
348construed, and enforced in accordance with the laws of The Netherlands, without 294construed, and enforced in accordance with the laws of The Netherlands, without
349regard to conflicts of laws principles, will apply to all matters relating to 295regard 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
351be subject to the exclusive jurisdiction of the courts of Amsterdam, The 297be subject to the exclusive jurisdiction of the courts of Amsterdam, The
352Netherlands. The United Nations Convention on Contracts for the International 298Netherlands. The United Nations Convention on Contracts for the International
353Sale of Goods will not apply to this document. 299Sale of Goods will not apply to this document.
354
35516. CONFIDENTIAL INFORMATION. Subject to the license grants and 30016. CONFIDENTIAL INFORMATION. Subject to the license grants and
356restrictions contained herein, you must treat the Licensed Software as 301restrictions contained herein, you must treat the Licensed Software as
357confidential information and you agree to retain the Licensed Software in 302confidential 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
368disclose the minimum of the required information, and that you allow NXP the 313disclose the minimum of the required information, and that you allow NXP the
369opportunity to object to such court or other legal body requiring such 314opportunity to object to such court or other legal body requiring such
370disclosure. 315disclosure.
371
37217. TRADEMARKS. You are not authorized to use any NXP trademarks, brand 31617. TRADEMARKS. You are not authorized to use any NXP trademarks, brand
373names, or logos. 317names, or logos.
374
37518. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement 31818. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
376between you and NXP regarding the subject matter of this Agreement, and 319between you and NXP regarding the subject matter of this Agreement, and
377supersedes all prior communications, negotiations, understandings, agreements 320supersedes all prior communications, negotiations, understandings, agreements
378or representations, either written or oral, if any. This Agreement may only be 321or representations, either written or oral, if any. This Agreement may only be
379amended in written form, signed by you and NXP. 322amended in written form, signed by you and NXP.
380
38119. SEVERABILITY. If any provision of this Agreement is held for any 32319. SEVERABILITY. If any provision of this Agreement is held for any
382reason to be invalid or unenforceable, then the remaining provisions of this 324reason to be invalid or unenforceable, then the remaining provisions of this
383Agreement will be unimpaired and, unless a modification or replacement of the 325Agreement 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
386invalid or unenforceable provision will be replaced with a provision that is 328invalid or unenforceable provision will be replaced with a provision that is
387valid and enforceable and that comes closest to the intention underlying the 329valid and enforceable and that comes closest to the intention underlying the
388invalid or unenforceable provision. 330invalid or unenforceable provision.
389
39020. NO WAIVER. The waiver by NXP of any breach of any provision of this 33120. NO WAIVER. The waiver by NXP of any breach of any provision of this
391Agreement will not operate or be construed as a waiver of any other or a 332Agreement will not operate or be construed as a waiver of any other or a
392subsequent breach of the same or a different provision. 333subsequent breach of the same or a different provision.
393
39421. AUDIT. You will keep full, clear and accurate records with respect 33421. AUDIT. You will keep full, clear and accurate records with respect
395to your compliance with the limited license rights granted under this Agreement 335to your compliance with the limited license rights granted under this Agreement
396for three years following expiration or termination of this Agreement. NXP will 336for 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
400compliance with the limited license rights granted above. You must make prompt 340compliance with the limited license rights granted above. You must make prompt
401adjustment to compensate for any errors and/or omissions disclosed by such 341adjustment to compensate for any errors and/or omissions disclosed by such
402examination or audit. 342examination or audit.
403
40422. NOTICES. All notices and communications under this 34322. NOTICES. All notices and communications under this
405Agreement will be made in writing, and will be effective when received at the 344Agreement will be made in writing, and will be effective when received at the
406following addresses: 345following 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
41623. RELATIONSHIP OF THE PARTIES. The parties are independent 35423. RELATIONSHIP OF THE PARTIES. The parties are independent
417contractors. Nothing in this Agreement will be construed to create any 355contractors. Nothing in this Agreement will be construed to create any
418partnership, joint venture, or similar relationship. Neither party is 356partnership, joint venture, or similar relationship. Neither party is
419authorized to bind the other to any obligations with third parties. 357authorized to bind the other to any obligations with third parties.
420
42124. SUCCESSION AND ASSIGNMENT. This Agreement will be binding upon and 35824. SUCCESSION AND ASSIGNMENT. This Agreement will be binding upon and
422inure to the benefit of the parties and their permitted successors and assigns. 359inure 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
424prior written approval of NXP, which approval will not be unreasonably withheld 361prior written approval of NXP, which approval will not be unreasonably withheld
425or delayed. NXP may assign this Agreement, or any part of this Agreement, in 362or delayed. NXP may assign this Agreement, or any part of this Agreement, in
426its sole discretion. 363its sole discretion.
427 36425. PRIVACY. By agreeing to this Agreement and/or utilizing the Licensed
42825. PRIVACY. By agreeing to this Agreement and/or utilizing the Licensed
429Software, Licensee consents to use of certain personal information, including 365Software, Licensee consents to use of certain personal information, including
430but not limited to name, email address, and location, for the purpose of 366but not limited to name, email address, and location, for the purpose of
431NXP’s internal analysis regarding future software offerings. NXP’s 367NXP’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
434ICES. 370ICES.
435 371
436APPENDIX A 372APPENDIX A
437
438Other License Grants and Restrictions: 373Other License Grants and Restrictions:
439 374
440The Licensed Software may include some or all of the following software, which 375The 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
496distributed by NXP under license from Au-Zone Technologies. Your use of the 431distributed by NXP under license from Au-Zone Technologies. Your use of the
497Licensed Software, examples and related documentation is subject to the 432Licensed Software, examples and related documentation is subject to the
498following: 433following:
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
505SOFTWARE IN CRITICAL APPLICATIONS BY LICENSEE 437SOFTWARE IN CRITICAL APPLICATIONS BY LICENSEE
506 438
@@ -552,7 +484,6 @@ Embedded Systems Academy GmbH (EmSA): Any use of Micro CANopen Plus is subject
552to the acceptance of the license conditions described in the LICENSE.INFO file 484to the acceptance of the license conditions described in the LICENSE.INFO file
553distributed with all example projects and in the documentation and the 485distributed with all example projects and in the documentation and the
554additional clause described below. 486additional clause described below.
555
556Clause 1: Micro CANopen Plus may not be used for any competitive or comparative 487Clause 1: Micro CANopen Plus may not be used for any competitive or comparative
557purpose, including the publication of any form of run time or compile time 488purpose, including the publication of any form of run time or compile time
558metric, without the express permission of EmSA. 489metric, without the express permission of EmSA.
@@ -574,6 +505,12 @@ Global Locate (Broadcom Corporation): Use of Global Locate, Inc. software is
574limited to evaluation and demonstration only. Permitted distributions must be 505limited to evaluation and demonstration only. Permitted distributions must be
575similarly limited. Further rights must be obtained from Global Locate. 506similarly limited. Further rights must be obtained from Global Locate.
576 507
508LC3plus: LC3plus short frame audio codec features as defined in ETSI TS 103634
509are included in the code. To enable the LC3plus features in a final product, a
510license has to be obtained from Fraunhofer. More information can be found on
511the following web page:
512https://www.iis.fraunhofer.de/en/ff/amm/communication/lc3.html
513
577Microsoft: Except for Microsoft PlayReady software, if the Licensed Software 514Microsoft: Except for Microsoft PlayReady software, if the Licensed Software
578includes software owned by Microsoft Corporation ("Microsoft"), it is subject 515includes software owned by Microsoft Corporation ("Microsoft"), it is subject
579to the terms of your license with Microsoft (the "Microsoft Underlying Licensed 516to 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
660SanDisk Corporation ("SanDisk"), you must separately obtain the rights to 597SanDisk Corporation ("SanDisk"), you must separately obtain the rights to
661reproduce and distribute this software in source code form from SanDisk. 598reproduce and distribute this software in source code form from SanDisk.
662Please follow these easy steps to obtain the license and software: 599Please 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
665License Agreement. 601License 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
668marketing department at 408-542-0403. The license will be valid when fully 603marketing department at 408-542-0403. The license will be valid when fully
669executed by SanDisk. 604executed 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
673You may only use the SanDisk Corporation Licensed Software on products 606You may only use the SanDisk Corporation Licensed Software on products
674compatible with a SanDisk Secure Digital Card. You may not use the SanDisk 607compatible with a SanDisk Secure Digital Card. You may not use the SanDisk
675Corporation Licensed Software on any memory device product. SanDisk retains 608Corporation 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
686Synopsys/Target Compiler Technologies: Your use of the Synopsys/Target Compiler 619Synopsys/Target Compiler Technologies: Your use of the Synopsys/Target Compiler
687Technologies Licensed Software and related documentation is subject to the 620Technologies Licensed Software and related documentation is subject to the
688following: 621following:
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,
691unless otherwise specified in the license file. 623unless 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
694designated computer, unless otherwise agreed by Synopsys. 625designated 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
697computer at the designated physical address provided by you on the APEX license 627computer at the designated physical address provided by you on the APEX license
698form. 628form.
699
700(4) The Licensed Software is not sub-licensable. 629(4) The Licensed Software is not sub-licensable.
701 630
631T2 Labs / T2 Software: As a condition to the grant of any license under this
632Agreement, you represent and warrant that you will comply with all licenses,
633agreements, rules and bylaws of the Bluetooth SIG (Special Interest Group )
634applicable to the licensed software and documentation and its use which may
635affect when and if you may take certain actions under licenses granted
636hereunder.
637
638The license grant under this Agreement is conditional to you being (i) a
639Bluetooth SIG Associate member until such time as the specifications for the
640software are made public to Bluetooth SIG members of any level and (ii)
641thereafter a Bluetooth SIG member of any level.
642
643Notwithstanding the terms contained in Section 2.3 (a), if the licensed
644software includes proprietary software in source code format, you may make
645modifications and create derivative works only to the extent necessary for
646improving the performance of the source code with the NXP products or your
647products and for creating enhancements of such products. You may not further
648sublicense or otherwise distribute the source code, or any modifications or
649derivatives thereof as stand-alone products. You will be responsible for
650qualifying any modifications or derivatives with the Bluetooth SIG and any
651other qualifying bodies.
702TARA Systems: Use of TARA Systems GUI technology Embedded Wizard is limited to 652TARA Systems: Use of TARA Systems GUI technology Embedded Wizard is limited to
703evaluation and demonstration only. Permitted distributions must be similarly 653evaluation and demonstration only. Permitted distributions must be similarly
704limited. Further rights must be obtained directly from TARA Systems. 654limited. Further rights must be obtained directly from TARA Systems.