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1LA_OPT_NXP_Software_License v53 December 2023 1LA_OPT_NXP_Software_License v58 November 2024
2IMPORTANT. Read the following NXP Software License Agreement ("Agreement") 2IMPORTANT. Read the following NXP Software License Agreement ("Agreement")
3completely. 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
4downloading, installing, or using the Licensed Software, you indicate that you 4downloading, installing, or using the Licensed Software, you indicate that you
@@ -15,7 +15,9 @@ supersede this Agreement.
15NXP SOFTWARE LICENSE AGREEMENT 15NXP SOFTWARE LICENSE AGREEMENT
16This 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
17representative, 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
18"Licensee"), and NXP B.V. ("NXP"). It concerns your rights to use the software 18"Licensee"), and and NXP USA, Inc., if Licensee is located within the United
19States or NXP Semiconductors Netherlands B.V., if Licensee if located outside
20of the United States (“NXP”). It concerns your rights to use the software
19provided to you in binary or source code form and any accompanying written 21provided to you in binary or source code form and any accompanying written
20materials (the "Licensed Software"). The Licensed Software may include any 22materials (the "Licensed Software"). The Licensed Software may include any
21updates or error corrections or documentation relating to the Licensed Software 23updates or error corrections or documentation relating to the Licensed Software
@@ -240,21 +242,51 @@ COSTS, DAMAGES, CLAIMS, OR LOSSES WHATSOEVER ARISING OUT OF OR IN CONNECTION
240WITH THIS AGREEMENT OR PRODUCT(S) SUPPLIED UNDER THIS AGREEMENT IS LIMITED TO 242WITH THIS AGREEMENT OR PRODUCT(S) SUPPLIED UNDER THIS AGREEMENT IS LIMITED TO
241THE AGGREGATE AMOUNT PAID BY YOU TO NXP IN CONNECTION WITH THE LICENSED 243THE AGGREGATE AMOUNT PAID BY YOU TO NXP IN CONNECTION WITH THE LICENSED
242SOFTWARE PROVIDED UNDER THIS AGREEMENT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. 244SOFTWARE PROVIDED UNDER THIS AGREEMENT TO WHICH LOSSES OR DAMAGES ARE CLAIMED.
24312. EXPORT COMPLIANCE. Each party shall comply with all applicable 24512. EXPORT COMPLIANCE.
244export and import control laws and regulations including but not limited to the 24612.1 Each party shall comply with all applicable export and import control
245US Export Administration Regulation (including restrictions on certain military 247laws and regulations including but not limited to the US Export Administration
246end uses and military end users as specified in Section 15 C.F.R. § 744.21 and 248Regulation (including restrictions on certain military end uses and military
247prohibited party lists issued by other federal governments), Catch-all 249end users as specified in Section 15 C.F.R. § 744.21 and prohibited party
248regulations and all national and international embargoes. Each party further 250lists issued by other federal governments), Catch-all regulations and all
249agrees that it will not knowingly transfer, divert, export or re-export, 251national and international embargoes. Each party further agrees that it will
250directly or indirectly, any product, software, including software source code, 252not knowingly transfer, divert, export or re-export, directly or indirectly,
251or technology restricted by such regulations or by other applicable national 253any product, software, including software source code, or technology restricted
252regulations, received from the other party under this Agreement, or any direct 254by such regulations or by other applicable national regulations, received from
253product of such software or technical data to any person, firm, entity, country 255the other party under this Agreement, or any direct product of such software or
254or destination to which such transfer, diversion, export or re-export is 256technical data to any person, firm, entity, country or destination to which
255restricted or prohibited, without obtaining prior written authorization from 257such transfer, diversion, export or re-export is restricted or prohibited,
256the applicable competent government authorities to the extent required by those 258without obtaining prior written authorization from the applicable competent
257laws. 259government authorities to the extent required by those laws.
26012.2 Prohibition of Export to Russian Federation
261
262(a) With respect to activitit that falls under the scope of Article 12g,
26312ga of Council Regulation (EU) No 833/2014, or Council Regulation (EU) No
264765/2006 (as the case requires), you (a) will not sell, export or re-export,
265directly or indirectly any item, and (b) will not sell, license or sublicense
266any intellectual property rights or trade secrets, to the Russian Federation or
267Belarus, or for use in the Russian Federation or Belarus.
268
269(b) You will ensure that the purpose of paragraph (a) above is not
270frustrated by any third parties further down the commercial chain, including by
271either resellers, sublicensees, or both.
272
273(c) You will set up and maintain an adequate monitoring mechanism to detect
274conduct by any third parties further down the commercial chain, including by
275either resellers, sublicensees, or both, that would frustrate the purpose of
276paragraph (a).
277
278(d) Any violation of paragraphs (a), (b) or (c) will constitute a material
279breach of this Agreement, and NXP will be entitled to seek appropriate
280remedies, including, but not limited to: (i) termination of these Terms; (ii)
281suspension of any of its business relationships with you, youraffiliates or
282both, until the breach of paragraph (a) above is remedied, and (iii) a plan to
283remedy the breach.
284
285(e) You will immediately inform NXP about any problems in applying
286paragraphs (a), (b) or (c), above, including any relevant activities by third
287parties that could frustrate the purpose of paragraph (a). You will make
288available to NXPinformation concerning compliance with the obligations under
289paragraphs (a), (b) and (c) within 2 weeks of the request for information.
25813. GOVERNMENT CONTRACT COMPLIANCE 29013. GOVERNMENT CONTRACT COMPLIANCE
25913.1. If you sell Authorized Systems directly to any government or public 29113.1. If you sell Authorized Systems directly to any government or public
260entity, including U.S., state, local, foreign or international governments or 292entity, including U.S., state, local, foreign or international governments or
@@ -290,13 +322,20 @@ APPLICATIONS BY LICENSEE. Accordingly, Licensee will indemnify and hold NXP
290harmless from any claims, liabilities, damages and associated costs and 322harmless from any claims, liabilities, damages and associated costs and
291expenses (including attorneys’ fees) that NXP may incur related to 323expenses (including attorneys’ fees) that NXP may incur related to
292Licensee’s incorporation of the Licensed Software in a Critical Application. 324Licensee’s incorporation of the Licensed Software in a Critical Application.
29315. CHOICE OF LAW; VENUE. This Agreement will be governed by, 32515. CHOICE OF LAW; VENUE. When Software is licensed by NXP USA, Inc.,
294construed, and enforced in accordance with the laws of The Netherlands, without 326Licensee agrees that the laws of the State of Texas, USA, without regard to
295regard to conflicts of laws principles, will apply to all matters relating to 327conflicts of laws principles, will apply to all matters relating to this
296this Agreement or the Licensed Software, and you agree that any litigation will 328Agreement or the Software, and Licensee agrees that any litigation will be
297be subject to the exclusive jurisdiction of the courts of Amsterdam, The 329subject to the exclusive jurisdiction of the state or federal courts in Austin,
298Netherlands. The United Nations Convention on Contracts for the International 330Texas, USA.. When Software is licensed by NXP Semiconductors Netherlands B.V.,
299Sale of Goods will not apply to this document. 331Licensee agrees that the laws of The Netherlands, without regard to conflicts
332of laws principles, will apply to all matters relating to this Agreement or the
333Software, and Licensee agrees that any litigation will be subject to the
334exclusive jurisdiction of the courts in Amsterdam, The Netherlands.
335Notwithstanding the foregoing, NXP will always be permitted to bring any action
336or proceedings against Licensee in any other court of competent jurisdiction.
337The United Nations Convention on Contracts for the International Sale of Goods
338will not apply to this document.
30016. CONFIDENTIAL INFORMATION. Subject to the license grants and 33916. CONFIDENTIAL INFORMATION. Subject to the license grants and
301restrictions contained herein, you must treat the Licensed Software as 340restrictions contained herein, you must treat the Licensed Software as
302confidential information and you agree to retain the Licensed Software in 341confidential information and you agree to retain the Licensed Software in
@@ -394,7 +433,7 @@ directly from AGGIOS, Inc.
394 433
395Airbiquity Inc.: The Airbiquity software may only be used in object code and 434Airbiquity Inc.: The Airbiquity software may only be used in object code and
396Licensee may not sublicense the Airbiquity software to any third party. 435Licensee may not sublicense the Airbiquity software to any third party.
397Licensee’s license to use the Airbiquity software expires on June 30, 2024. 436Licensee’s license to use the Airbiquity software expires on June 30, 2026.
398 437
399Amazon: Use of the Amazon software constitutes your acceptance of the terms of 438Amazon: Use of the Amazon software constitutes your acceptance of the terms of
400the Amazon Program Materials License Agreement (including the AVS Component 439the Amazon Program Materials License Agreement (including the AVS Component
@@ -555,7 +594,15 @@ Lumissil: Use of the Lumissil software constitutes your acceptance of the terms
555of the Lumissil Software License Agreement. A link to the agreement is 594of the Lumissil Software License Agreement. A link to the agreement is
556incorporated as follows: 595incorporated as follows:
557https://www.lumissil.com/assets/pdf/support/2023%20Lumissil%20IS3xCG5317%20Softw 596https://www.lumissil.com/assets/pdf/support/2023%20Lumissil%20IS3xCG5317%20Softw
558are%20License%20Agreement%20NXP.pdf . 597are%20License%20Agreement%20NXP.pdf . The Run-Time Software and Boot ROM Code
598are without warranty of any kind from NXP or Lumissil, either express or
599implied, including without limitation the implied warranties of
600merchantability, fitness for a particular purpose, or non-infringement. You
601assume the entire risk arising out of the use or performance of the Lumissil
602software, or any systems you design using the such, if any. For the use of
603Lumissil software, Lumissil is as a third-party beneficiary of the this
604Agreement with authority to enforce its rights in the Run-Time Software and
605Boot ROM Code.
559 606
560Microsoft: Except for Microsoft PlayReady software, if the Licensed Software 607Microsoft: Except for Microsoft PlayReady software, if the Licensed Software
561includes software owned by Microsoft Corporation ("Microsoft"), it is subject 608includes software owned by Microsoft Corporation ("Microsoft"), it is subject
@@ -727,10 +774,16 @@ sublicense or otherwise distribute the source code, or any modifications or
727derivatives thereof as stand-alone products. You will be responsible for 774derivatives thereof as stand-alone products. You will be responsible for
728qualifying any modifications or derivatives with the Bluetooth SIG and any 775qualifying any modifications or derivatives with the Bluetooth SIG and any
729other qualifying bodies. 776other qualifying bodies.
777
730TARA Systems: Use of TARA Systems GUI technology Embedded Wizard is limited to 778TARA Systems: Use of TARA Systems GUI technology Embedded Wizard is limited to
731evaluation and demonstration only. Permitted distributions must be similarly 779evaluation and demonstration only. Permitted distributions must be similarly
732limited. Further rights must be obtained directly from TARA Systems. 780limited. Further rights must be obtained directly from TARA Systems.
733 781
782Teensyduino Core Library: If the Teensyduino Core Library or documentation is
783incorporated into a build system that allows selection among a list of target
784devices, then similar target devices manufactured by PJRC.com must be included
785in the list of target devices and selectable in the same manner.
786
734Texas Instruments: Your use of Texas Instruments Inc. WiLink8 Licensed Software 787Texas Instruments: Your use of Texas Instruments Inc. WiLink8 Licensed Software
735is restricted to NXP SoC based systems that include a compatible connectivity 788is restricted to NXP SoC based systems that include a compatible connectivity
736device manufactured by TI. 789device manufactured by TI.
@@ -744,3 +797,9 @@ upon notice.
744 797
745Vivante: Distribution of Vivante software must be a part of, or embedded 798Vivante: Distribution of Vivante software must be a part of, or embedded
746within, Authorized Systems that include a Vivante Graphics Processing Unit. 799within, Authorized Systems that include a Vivante Graphics Processing Unit.
800
801Wittenstein: Your use of the SafeRTOS v9.x and Networking Stack, in object
802form, is limited to your internal testing, evaluation, feedback and development
803specifically for use with an NXP Product. Licensee’s license to use and
804supply the software to you expires on June 25, 2026. Further rights must be
805obtained directly from Wittenstein.