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1Copyright © 2017 NXP. All rights reserved.
2
3Software License Agreement (“Agreement”)
4
5ANY USE, REPRODUCTION, OR DISTRIBUTION OF THE ACCOMPANYING BINARY SOFTWARE
6CONSTITUTES LICENSEE'S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
7
8Licensed Software. “Binary Software” means software in binary form specified in
9ANNEX A Subject to the terms and conditions of this Agreement, NXP USA, Inc.
10("NXP"), grants to Licensee a worldwide, non-exclusive, and royalty-free license
11 to use, reproduce, and distribute the Binary Software in its complete and
12 unmodified binary form as provided by NXP.
13
14Restrictions. Licensee must reproduce the NXP copyright notice above with each
15binary copy of the Binary Software. Licensee must not reverse engineer,
16decompile, disassemble or modify in any way the Binary Software. Licensee must
17not use the Binary Software in violation of any applicable law or regulation.
18This Agreement shall automatically terminate upon Licensee's breach of any
19term or condition of this Agreement in which case, Licensee shall destroy all
20copies of the Binary Boftware.
21
22Warranty Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NXP EXPRESSLY
23DISCLAIMS ANY WARRANTY FOR THE BINARY SOFTWARE. THE BINARY SOFTWARE IS PROVIDED
24“AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING
25WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
26PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LICENSEE ASSUMES THE ENTIRE RISK
27ARISING OUT OF THE USE OR PERFORMANCE OF THE BINARY SOFTWARE, OR ANY SYSTEMS
28LICENSEE DESIGNS USING THE BINARY SOFTWARE (IF ANY). WITHOUT LIMITING THE
29GENERALITY OF THE FOREGOING, NXP DOES NOT WARRANT THAT THE BINARY SOFTWARE IS
30ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION, AND NXP GRANTS NO WARRANTY
31REGARDING ITS USE OR THE RESULTS THEREFROM, INCLUDING ITS CORRECTNESS, ACCURACY,
32OR RELIABILITY.
33
34Limitation of Liability. IN NO EVENT WILL NXP, OR ANY OF NXP'S LICENSORS HAVE
35ANY LIABILITY HEREUNDER FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES,
36HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT,
37TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, ARISING OUT OF THIS AGREEMENT,
38INCLUDING DAMAGES FOR LOSS OF PROFITS, OR THE COST OF PROCUREMENT OF SUBSTITUTE
39GOODS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
40NXP’S TOTAL LIABILITY FOR ALL COSTS, DAMAGES, CLAIMS, OR LOSSES WHATSOEVER
41ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE BINARY SOFTWARE
42SUPPLIED UNDER THIS AGREEMENT IS LIMITED TO THE AGGREGATE AMOUNT PAID BY
43LICENSEE TO NXP IN CONNECTION WITH THE BINARY SOFTWARE TO WHICH LOSSES OR
44DAMAGES ARE CLAIMED.
45
46Trade Compliance. Licensee shall comply with all applicable export and import
47control laws and regulations including but not limited to the US Export
48Administration Regulation (including prohibited party lists issued by other
49federal governments), Catch-all regulations and all national and international
50embargoes. Licensee will not knowingly transfer, divert, export or re-export,
51directly or indirectly, any product, software, including software source code,
52or technology restricted by such regulations or by other applicable national
53regulations, received from the other party under this Agreement, or any direct
54product of such software or technical data to any person, firm, entity, country
55or destination to which such transfer, diversion, export or re-export is
56restricted or prohibited, without obtaining prior written authorization from the
57applicable competent government authorities to the extent required by those
58laws.
59
60Assignment. Licensee may not assign this Agreement without the prior written
61consent of NXP. NXP may assign this Agreement without Licensee’s consent.
62
63Governing Law. This Agreement will be governed by, construed, and enforced in
64accordance with the laws of the State of Texas, USA, without regard to conflicts
65of laws principles, will apply to all matters relating to this Agreement or the
66binary software, and Licensee agrees that any litigation will be subject to the
67exclusive jurisdiction of the state or federal courts Texas, USA. The United
68Nations Convention on Contracts for the International Sale of Goods will not
69apply to this Agreement.
70Restrictions, Warranty Disclaimer, Limitation of Liability, Trade Compliance,
71Assignment, and Governing Law shall survive termination or expiration of this
72Agreement.
73
74
75
76ANNEX A
77BINARY SOFTWARE
78Only software in binary form may be provided under this Agreement
79
80Here is a list of software covered by this Agreement:
81RCW binaries