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Diffstat (limited to 'EULA')
-rw-r--r-- | EULA | 111 |
1 files changed, 85 insertions, 26 deletions
@@ -1,4 +1,4 @@ | |||
1 | LA_OPT_NXP_Software_License v53 December 2023 | 1 | LA_OPT_NXP_Software_License v58 November 2024 |
2 | IMPORTANT. Read the following NXP Software License Agreement ("Agreement") | 2 | IMPORTANT. Read the following NXP Software License Agreement ("Agreement") |
3 | 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 |
4 | downloading, installing, or using the Licensed Software, you indicate that you | 4 | downloading, installing, or using the Licensed Software, you indicate that you |
@@ -15,7 +15,9 @@ supersede this Agreement. | |||
15 | NXP SOFTWARE LICENSE AGREEMENT | 15 | NXP SOFTWARE LICENSE AGREEMENT |
16 | 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 |
17 | 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 |
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 |
19 | States or NXP Semiconductors Netherlands B.V., if Licensee if located outside | ||
20 | of the United States (“NXP”). It concerns your rights to use the software | ||
19 | provided to you in binary or source code form and any accompanying written | 21 | provided to you in binary or source code form and any accompanying written |
20 | materials (the "Licensed Software"). The Licensed Software may include any | 22 | materials (the "Licensed Software"). The Licensed Software may include any |
21 | updates or error corrections or documentation relating to the Licensed Software | 23 | updates 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 | |||
240 | WITH THIS AGREEMENT OR PRODUCT(S) SUPPLIED UNDER THIS AGREEMENT IS LIMITED TO | 242 | WITH THIS AGREEMENT OR PRODUCT(S) SUPPLIED UNDER THIS AGREEMENT IS LIMITED TO |
241 | THE AGGREGATE AMOUNT PAID BY YOU TO NXP IN CONNECTION WITH THE LICENSED | 243 | THE AGGREGATE AMOUNT PAID BY YOU TO NXP IN CONNECTION WITH THE LICENSED |
242 | SOFTWARE PROVIDED UNDER THIS AGREEMENT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. | 244 | SOFTWARE PROVIDED UNDER THIS AGREEMENT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. |
243 | 12. EXPORT COMPLIANCE. Each party shall comply with all applicable | 245 | 12. EXPORT COMPLIANCE. |
244 | export and import control laws and regulations including but not limited to the | 246 | 12.1 Each party shall comply with all applicable export and import control |
245 | US Export Administration Regulation (including restrictions on certain military | 247 | laws and regulations including but not limited to the US Export Administration |
246 | end uses and military end users as specified in Section 15 C.F.R. § 744.21 and | 248 | Regulation (including restrictions on certain military end uses and military |
247 | prohibited party lists issued by other federal governments), Catch-all | 249 | end users as specified in Section 15 C.F.R. § 744.21 and prohibited party |
248 | regulations and all national and international embargoes. Each party further | 250 | lists issued by other federal governments), Catch-all regulations and all |
249 | agrees that it will not knowingly transfer, divert, export or re-export, | 251 | national and international embargoes. Each party further agrees that it will |
250 | directly or indirectly, any product, software, including software source code, | 252 | not knowingly transfer, divert, export or re-export, directly or indirectly, |
251 | or technology restricted by such regulations or by other applicable national | 253 | any product, software, including software source code, or technology restricted |
252 | regulations, received from the other party under this Agreement, or any direct | 254 | by such regulations or by other applicable national regulations, received from |
253 | product of such software or technical data to any person, firm, entity, country | 255 | the other party under this Agreement, or any direct product of such software or |
254 | or destination to which such transfer, diversion, export or re-export is | 256 | technical data to any person, firm, entity, country or destination to which |
255 | restricted or prohibited, without obtaining prior written authorization from | 257 | such transfer, diversion, export or re-export is restricted or prohibited, |
256 | the applicable competent government authorities to the extent required by those | 258 | without obtaining prior written authorization from the applicable competent |
257 | laws. | 259 | government authorities to the extent required by those laws. |
260 | 12.2 Prohibition of Export to Russian Federation | ||
261 | |||
262 | (a) With respect to activitit that falls under the scope of Article 12g, | ||
263 | 12ga of Council Regulation (EU) No 833/2014, or Council Regulation (EU) No | ||
264 | 765/2006 (as the case requires), you (a) will not sell, export or re-export, | ||
265 | directly or indirectly any item, and (b) will not sell, license or sublicense | ||
266 | any intellectual property rights or trade secrets, to the Russian Federation or | ||
267 | Belarus, or for use in the Russian Federation or Belarus. | ||
268 | |||
269 | (b) You will ensure that the purpose of paragraph (a) above is not | ||
270 | frustrated by any third parties further down the commercial chain, including by | ||
271 | either resellers, sublicensees, or both. | ||
272 | |||
273 | (c) You will set up and maintain an adequate monitoring mechanism to detect | ||
274 | conduct by any third parties further down the commercial chain, including by | ||
275 | either resellers, sublicensees, or both, that would frustrate the purpose of | ||
276 | paragraph (a). | ||
277 | |||
278 | (d) Any violation of paragraphs (a), (b) or (c) will constitute a material | ||
279 | breach of this Agreement, and NXP will be entitled to seek appropriate | ||
280 | remedies, including, but not limited to: (i) termination of these Terms; (ii) | ||
281 | suspension of any of its business relationships with you, youraffiliates or | ||
282 | both, until the breach of paragraph (a) above is remedied, and (iii) a plan to | ||
283 | remedy the breach. | ||
284 | |||
285 | (e) You will immediately inform NXP about any problems in applying | ||
286 | paragraphs (a), (b) or (c), above, including any relevant activities by third | ||
287 | parties that could frustrate the purpose of paragraph (a). You will make | ||
288 | available to NXPinformation concerning compliance with the obligations under | ||
289 | paragraphs (a), (b) and (c) within 2 weeks of the request for information. | ||
258 | 13. GOVERNMENT CONTRACT COMPLIANCE | 290 | 13. GOVERNMENT CONTRACT COMPLIANCE |
259 | 13.1. If you sell Authorized Systems directly to any government or public | 291 | 13.1. If you sell Authorized Systems directly to any government or public |
260 | entity, including U.S., state, local, foreign or international governments or | 292 | entity, including U.S., state, local, foreign or international governments or |
@@ -290,13 +322,20 @@ APPLICATIONS BY LICENSEE. Accordingly, Licensee will indemnify and hold NXP | |||
290 | harmless from any claims, liabilities, damages and associated costs and | 322 | harmless from any claims, liabilities, damages and associated costs and |
291 | expenses (including attorneys’ fees) that NXP may incur related to | 323 | expenses (including attorneys’ fees) that NXP may incur related to |
292 | Licensee’s incorporation of the Licensed Software in a Critical Application. | 324 | Licensee’s incorporation of the Licensed Software in a Critical Application. |
293 | 15. CHOICE OF LAW; VENUE. This Agreement will be governed by, | 325 | 15. CHOICE OF LAW; VENUE. When Software is licensed by NXP USA, Inc., |
294 | construed, and enforced in accordance with the laws of The Netherlands, without | 326 | Licensee agrees that the laws of the State of Texas, USA, without regard to |
295 | regard to conflicts of laws principles, will apply to all matters relating to | 327 | conflicts of laws principles, will apply to all matters relating to this |
296 | this Agreement or the Licensed Software, and you agree that any litigation will | 328 | Agreement or the Software, and Licensee agrees that any litigation will be |
297 | be subject to the exclusive jurisdiction of the courts of Amsterdam, The | 329 | subject to the exclusive jurisdiction of the state or federal courts in Austin, |
298 | Netherlands. The United Nations Convention on Contracts for the International | 330 | Texas, USA.. When Software is licensed by NXP Semiconductors Netherlands B.V., |
299 | Sale of Goods will not apply to this document. | 331 | Licensee agrees that the laws of The Netherlands, without regard to conflicts |
332 | of laws principles, will apply to all matters relating to this Agreement or the | ||
333 | Software, and Licensee agrees that any litigation will be subject to the | ||
334 | exclusive jurisdiction of the courts in Amsterdam, The Netherlands. | ||
335 | Notwithstanding the foregoing, NXP will always be permitted to bring any action | ||
336 | or proceedings against Licensee in any other court of competent jurisdiction. | ||
337 | The United Nations Convention on Contracts for the International Sale of Goods | ||
338 | will not apply to this document. | ||
300 | 16. CONFIDENTIAL INFORMATION. Subject to the license grants and | 339 | 16. CONFIDENTIAL INFORMATION. Subject to the license grants and |
301 | restrictions contained herein, you must treat the Licensed Software as | 340 | restrictions contained herein, you must treat the Licensed Software as |
302 | confidential information and you agree to retain the Licensed Software in | 341 | confidential information and you agree to retain the Licensed Software in |
@@ -394,7 +433,7 @@ directly from AGGIOS, Inc. | |||
394 | 433 | ||
395 | Airbiquity Inc.: The Airbiquity software may only be used in object code and | 434 | Airbiquity Inc.: The Airbiquity software may only be used in object code and |
396 | Licensee may not sublicense the Airbiquity software to any third party. | 435 | Licensee may not sublicense the Airbiquity software to any third party. |
397 | Licensee’s license to use the Airbiquity software expires on June 30, 2024. | 436 | Licensee’s license to use the Airbiquity software expires on June 30, 2026. |
398 | 437 | ||
399 | Amazon: Use of the Amazon software constitutes your acceptance of the terms of | 438 | Amazon: Use of the Amazon software constitutes your acceptance of the terms of |
400 | the Amazon Program Materials License Agreement (including the AVS Component | 439 | the 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 | |||
555 | of the Lumissil Software License Agreement. A link to the agreement is | 594 | of the Lumissil Software License Agreement. A link to the agreement is |
556 | incorporated as follows: | 595 | incorporated as follows: |
557 | https://www.lumissil.com/assets/pdf/support/2023%20Lumissil%20IS3xCG5317%20Softw | 596 | https://www.lumissil.com/assets/pdf/support/2023%20Lumissil%20IS3xCG5317%20Softw |
558 | are%20License%20Agreement%20NXP.pdf . | 597 | are%20License%20Agreement%20NXP.pdf . The Run-Time Software and Boot ROM Code |
598 | are without warranty of any kind from NXP or Lumissil, either express or | ||
599 | implied, including without limitation the implied warranties of | ||
600 | merchantability, fitness for a particular purpose, or non-infringement. You | ||
601 | assume the entire risk arising out of the use or performance of the Lumissil | ||
602 | software, or any systems you design using the such, if any. For the use of | ||
603 | Lumissil software, Lumissil is as a third-party beneficiary of the this | ||
604 | Agreement with authority to enforce its rights in the Run-Time Software and | ||
605 | Boot ROM Code. | ||
559 | 606 | ||
560 | Microsoft: Except for Microsoft PlayReady software, if the Licensed Software | 607 | Microsoft: Except for Microsoft PlayReady software, if the Licensed Software |
561 | includes software owned by Microsoft Corporation ("Microsoft"), it is subject | 608 | includes software owned by Microsoft Corporation ("Microsoft"), it is subject |
@@ -727,10 +774,16 @@ sublicense or otherwise distribute the source code, or any modifications or | |||
727 | derivatives thereof as stand-alone products. You will be responsible for | 774 | derivatives thereof as stand-alone products. You will be responsible for |
728 | qualifying any modifications or derivatives with the Bluetooth SIG and any | 775 | qualifying any modifications or derivatives with the Bluetooth SIG and any |
729 | other qualifying bodies. | 776 | other qualifying bodies. |
777 | |||
730 | TARA Systems: Use of TARA Systems GUI technology Embedded Wizard is limited to | 778 | TARA Systems: Use of TARA Systems GUI technology Embedded Wizard is limited to |
731 | evaluation and demonstration only. Permitted distributions must be similarly | 779 | evaluation and demonstration only. Permitted distributions must be similarly |
732 | limited. Further rights must be obtained directly from TARA Systems. | 780 | limited. Further rights must be obtained directly from TARA Systems. |
733 | 781 | ||
782 | Teensyduino Core Library: If the Teensyduino Core Library or documentation is | ||
783 | incorporated into a build system that allows selection among a list of target | ||
784 | devices, then similar target devices manufactured by PJRC.com must be included | ||
785 | in the list of target devices and selectable in the same manner. | ||
786 | |||
734 | Texas Instruments: Your use of Texas Instruments Inc. WiLink8 Licensed Software | 787 | Texas Instruments: Your use of Texas Instruments Inc. WiLink8 Licensed Software |
735 | is restricted to NXP SoC based systems that include a compatible connectivity | 788 | is restricted to NXP SoC based systems that include a compatible connectivity |
736 | device manufactured by TI. | 789 | device manufactured by TI. |
@@ -744,3 +797,9 @@ upon notice. | |||
744 | 797 | ||
745 | Vivante: Distribution of Vivante software must be a part of, or embedded | 798 | Vivante: Distribution of Vivante software must be a part of, or embedded |
746 | within, Authorized Systems that include a Vivante Graphics Processing Unit. | 799 | within, Authorized Systems that include a Vivante Graphics Processing Unit. |
800 | |||
801 | Wittenstein: Your use of the SafeRTOS v9.x and Networking Stack, in object | ||
802 | form, is limited to your internal testing, evaluation, feedback and development | ||
803 | specifically for use with an NXP Product. Licensee’s license to use and | ||
804 | supply the software to you expires on June 25, 2026. Further rights must be | ||
805 | obtained directly from Wittenstein. | ||