LA_OPT_NXP_Software_License v45
May 2023
IMPORTANT. Read
the following NXP Software License Agreement (“Agreement”) completely. By
selecting the “I Accept” button at the end of this page, or by downloading, installing, or using the Licensed Software, you indicate that you accept the terms of
the Agreement, and you acknowledge that you have the authority,
for yourself or on behalf of your company, to bind your company to these terms.
You may then download or install the file. In the event of a conflict between the
terms of this Agreement and any license terms and conditions for NXP’s proprietary software
embedded anywhere in the Licensed Software file, the terms of this Agreement
shall control. If a separate license agreement for the Licensed Software
has been signed by you and NXP, then that agreement shall govern your use of
the Licensed Software and shall supersede this Agreement.
NXP SOFTWARE LICENSE AGREEMENT
This is a legal
agreement between your
employer, of which you are an authorized representative, or, if you have no
employer, you as an individual (“you” or “Licensee”), and NXP B.V. (“NXP”).
It concerns your rights to use the software provided to you in binary or source
code form and any accompanying written materials (the “Licensed Software”). The
Licensed Software may include any updates or error corrections or documentation
relating to the Licensed Software provided to you by NXP under this Agreement.
In consideration for NXP allowing you to access the Licensed Software, you are
agreeing to be bound by the terms of this Agreement. If you do not agree to all of the terms of this Agreement, do not download or
install the Licensed Software. If you change your mind later, stop using the
Licensed Software and delete all copies of the Licensed Software in your
possession or control. Any copies of the Licensed Software that you have
already distributed, where permitted, and do not destroy will continue to be
governed by this Agreement. Your prior use will also continue to be governed by
this Agreement.
1.
DEFINITIONS
1.1.
“Affiliate” means, with respect to a party, any corporation or other legal
entity that now or hereafter Controls, is Controlled by or is under common
Control with such party; where “Control” means the direct or indirect ownership
of greater than fifty percent (50%) of the shares or similar interests entitled
to vote for the election of directors or other persons performing similar
functions. An entity is considered an Affiliate only so long as such Control
exists.
1.2 “Authorized System” means either (i) Licensee’s hardware product which incorporates an NXP
Product or (ii) Licensee’s software program which is used exclusively in
connection with an NXP Product and with which the Licensed Software will be
integrated.
1.3. “Derivative Work” means a work based upon
one or more pre-existing works. A work
consisting of editorial revisions, annotations, elaborations, or other
modifications which, as a whole, represent an original
work of authorship, is a Derivative
Work.
1.4 “Intellectual Property Rights” means any and all rights under statute, common law or equity in
and under copyrights, trade secrets, and patents (including utility
models), and analogous rights throughout the world, including any
applications for and the right to apply for, any of the foregoing.
1.5 “NXP Product” means a hardware product (e.g. a
microprocessor, microcontroller, sensor or digital signal processor) and/or
services (e.g. cloud platform services) supplied directly or indirectly from
NXP or an NXP Affiliate, unless there is a product specified in the Software
Content Register, in which case this definition is limited to such product.
1.6 “Software Content Register” means the
documentation which may accompany the Licensed Software which identifies the contents
of the Licensed Software, including but not limited to identification of any
Third Party Software, if any, and may also contain other related information as
whether the license in 2.3 is applicable.
1.7 “Third Party Software” means, any software
included in the Licensed Software that is not NXP
proprietary software, and is not open source software, and to which
different license terms may apply.
2.
LICENSE GRANT.
2.1.
If you are not expressly granted the distribution license in Section 2.3 in the
Software Content Register, then you are only granted the rights in Section 2.2
and not in 2.3. If you are expressly
granted the distribution license in Section 2.3 in the Software Content
Register, then you are granted the rights in both Section 2.2 and 2.3.
2.2. Standard License. Subject to the terms and conditions of this
Agreement, NXP grants you a worldwide, personal, non-transferable,
non-exclusive, non-sublicensable license, solely for
the development of an Authorized System:
(a) to
use and reproduce the Licensed Software (and its Derivative Works prepared
under the license in Section 2.2(b))
solely in combination
with a NXP Product; and
(b) for
Licensed Software provided to you in source code form (human readable), to
prepare Derivative Works of the Licensed Software solely
for use in combination with a NXP Product.
You may not distribute
or sublicense the Licensed Software to others under the license granted in this
Section 2.2.
You may demonstrate the Licensed Software to
your direct customers as part of an Authorized System so long as such
demonstration is directly controlled by you and without prior approval by NXP;
however, to all other third parties only if NXP has provided its advance,
written approval (e.g. email approval) of your
demonstrating the Licensed Software to specified third parties or at specified
event(s). You may not leave the Licensed Software with a direct customer
or any other third party at any time.
2.3. Additional
Distribution License. If expressly
authorized in the Software Content Register, subject to the terms and
conditions of this Agreement, NXP grants you a worldwide,
personal, non-transferable, non-exclusive, non-sublicensable license solely in connection
with your manufacturing and distribution of an Authorized System:
(a)
to manufacture (or have
manufactured), distribute, and market the Licensed Software (and its Derivative
Works prepared under the license in 2.2(b)) in object code (machine readable
format) only as part of, or embedded within, Authorized Systems and not on a
standalone basis solely for use in combination with a NXP Product. Notwithstanding the foregoing, those files
marked as .h files (“Header files”) may be distributed in source or object code
form, but only as part of, or embedded within Authorized Systems; and
(b)
to copy and distribute as needed,
solely in connection with an Authorized System and for use in combination with a NXP Product,
non-confidential NXP information provided as part of the Licensed Software for
the purpose of maintaining and supporting Authorized Systems with which the
Licensed Software is integrated.
2.4 Separate license grants to Third Party
Software, or other terms applicable to the Licensed Software if different from
those granted in this Section 2, are contained in Appendix A. The Licensed
Software may be accompanied by a Software Content Register which will identify
that portion of the Licensed Software, if any, that is subject to the different
terms in Appendix A.
2.5.
You may use subcontractors to exercise your rights under Section 2.2 and
Section 2.3, if any, so long as you have an agreement in place with the
subcontractor containing confidentiality restrictions no less stringent than
those contained in this Agreement. You will remain liable for your
subcontractors’ adherence to the terms of this Agreement and for any and all acts and omissions of such subcontractors with
respect to this Agreement and the Licensed Software.
3.
LICENSE LIMITATIONS AND RESTRICTIONS.
3.1.
The licenses granted above in Section 2 only extend to NXP Intellectual
Property Rights that would be infringed by the unmodified Licensed Software
prior to your preparation of any Derivative Work.
3.2.
The Licensed Software is licensed to you, not sold. Title to Licensed Software
delivered hereunder remains vested in NXP or NXP’s licensor and cannot be
assigned or transferred. You are expressly forbidden from selling or otherwise
distributing the Licensed Software, or any portion thereof, except as expressly
permitted herein. This Agreement does not grant to you any implied rights under
any NXP or third party Intellectual Property Rights.
3.3.
You may not translate, reverse engineer, decompile, or disassemble the Licensed
Software except to the extent applicable law specifically prohibits such
restriction. You must prohibit your subcontractors or customers (if
distribution is permitted) from translating, reverse engineering, decompiling,
or disassembling the Licensed Software except to the extent applicable law
specifically prohibits such restriction.
3.4.
You must reproduce any and all of NXP’s (or its
third-party licensor’s) copyright notices and other proprietary legends on copies
of Licensed Software.
3.5.
If you distribute the Licensed Software to the United States Government, then
the Licensed Software is “restricted computer software” and is subject to FAR
52.227-19.
3.6.
You grant to NXP a non-exclusive, non-transferable, irrevocable, perpetual,
worldwide, royalty-free, sub-licensable license under your Intellectual
Property Rights to use without restriction and for any purpose any suggestion,
comment or other feedback related to the Licensed Software (including, but not
limited to, error corrections and bug fixes).
3.7.
You will not take or fail to take any action that could subject the Licensed
Software to an Excluded License. An Excluded License means any license that
requires, as a condition of use, modification or
distribution of software subject to the Excluded License, that such software or
other software combined and/or distributed with the software be (i) disclosed or distributed in source code form; (ii)
licensed for the purpose of making Derivative Works; or (iii) redistributable
at no charge.
3.8.
You may not publish or distribute reports associated with the use of the
Licensed Software to anyone other than NXP.
You may advise NXP of any results obtained from your use of the Licensed
Software, including any problems or suggested improvements thereof, and NXP
retains the right to use such results and related information in any manner it
deems appropriate.
4.
OPEN SOURCE.
Open source software included in the Licensed Software
is not licensed under the terms of this Agreement but is instead licensed under
the terms of the applicable open source license(s), such as the BSD License,
Apache License or the GNU Lesser General Public License. Your use of the open source software is subject to the terms of each
applicable license. You must agree to the terms of each applicable license, or
you cannot use the open source software.
5.
INTELLECTUAL PROPERTY RIGHTS.
Upon request, you must
provide NXP the source code of any derivative of the Licensed Software.
Unless prohibited by
law, the following paragraph shall apply.
Your modifications to the Licensed Software, and all intellectual
property rights associated with, and title thereto, will be the property of
NXP. You agree to assign all, and hereby
do assign all rights, title, and interest to any such modifications to the
Licensed Software to NXP and agree to provide all assistance reasonably
requested by NXP to establish, preserve or enforce
such right. Further, you agree to waive
all moral rights relating to your modifications to the Licensed Software,
including, without limitation, all rights of identification of authorship and
all rights of approval, restriction, or limitation on use or subsequent modification. Notwithstanding the foregoing, you will have
the license rights granted in Section 2 hereto to any such modifications made
by you or your licensees.
Otherwise, you agree to
grant an irrevocable, worldwide, and perpetual license to NXP to make, have
made, use, sell, offer to sell, import, commercialize, sublicense
and reproduce your modifications or derivative works to the Licensed Software
without any payment to Licensee. You agree to provide all assistance reasonably
requested by NXP to establish, preserve or enforce
such right.
6.
ESSENTIAL PATENTS. NXP has no
obligation to identify or obtain any license to any Intellectual Property Right
of a third-party that may be necessary for use in connection with technology
that is incorporated into the Authorized System (whether or not as part of the Licensed Software).
7.
TERM AND TERMINATION. This Agreement will remain in effect
unless terminated as provided in this Section.
7.1.
You may terminate this Agreement immediately upon written notice to NXP at the
address provided below.
7.2.
Either party may terminate this Agreement if the other party is in default of
any of the terms and conditions of this Agreement, and termination is effective
if the defaulting party fails to correct such default within 30 days after
written notice thereof by the non-defaulting party to the defaulting party at
the address below.
7.3.
Notwithstanding the foregoing, NXP may terminate this Agreement immediately
upon written notice if you: breach any of your confidentiality obligations or
the license restrictions under this Agreement; become bankrupt,
insolvent, or file a petition for bankruptcy or insolvency; make an assignment
for the benefit of its creditors; enter proceedings for winding up or
dissolution; are dissolved; or are nationalized or become subject to the
expropriation of all or substantially all of your business or assets.
7.4.
Upon termination of this Agreement, all licenses granted under Section 2 will
expire.
7.5.
After termination of this Agreement by either party you will destroy all parts of Licensed
Software and its Derivative Works (if any) and will provide to NXP a statement
certifying the same.
7.6.
Notwithstanding the termination of this Agreement for any reason, the terms of
Sections 1 and 3 through 24 will survive.
8.
SUPPORT. NXP is not obligated
to provide any support, upgrades or new releases of
the Licensed Software under this Agreement. If you wish, you may contact NXP and
report problems and provide suggestions regarding the Licensed Software. NXP
has no obligation to respond to such a problem report or suggestion. NXP may
make changes to the Licensed Software at any time, without any obligation to
notify or provide updated versions of the Licensed Software to you.
9.
NO WARRANTY. To the maximum extent permitted by law, NXP expressly
disclaims any warranty for the Licensed Software. The Licensed Software is
provided “AS IS”, without warranty of any kind, either express or implied,
including without limitation the implied warranties of merchantability, fitness
for a particular purpose, or non-infringement. You assume the entire risk
arising out of the use or performance of the licensed software, or any systems
you design using the licensed software (if any).
10.
INDEMNITY. You agree to fully
defend and indemnify NXP from all claims, liabilities, and costs (including
reasonable attorney’s fees) related to (1) your use (including your
subcontractor’s or distributee’s use, if permitted)
of the Licensed Software or (2) your violation of the terms and conditions of
this Agreement.
11.
LIMITATION OF LIABILITY.
EXCLUDING LIABILITY FOR A BREACH OF SECTION 2 (LICENSE GRANTS), SECTION 3
(LICENSE LIMITATIONS AND RESTRICTIONS), SECTION 16 (CONFIDENTIAL
INFORMATION), OR CLAIMS UNDER SECTION 10 (INDEMNITY), IN NO EVENT WILL EITHER
PARTY BE LIABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY INCIDENTAL,
SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT
LIMITED TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE,
COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES, TO THE FULL EXTENT SUCH
MAY BE DISCLAIMED BY LAW. NXP’S TOTAL LIABILITY FOR ALL COSTS, DAMAGES, CLAIMS,
OR LOSSES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR
PRODUCT(S) SUPPLIED UNDER THIS AGREEMENT IS LIMITED TO THE AGGREGATE AMOUNT
PAID BY YOU TO NXP IN CONNECTION WITH THE LICENSED SOFTWARE PROVIDED UNDER THIS
AGREEMENT TO WHICH LOSSES OR DAMAGES ARE CLAIMED.
12.
EXPORT COMPLIANCE. Each party shall
comply with all applicable export and import control laws and regulations
including but not limited to the US Export Administration Regulation (including
restrictions on certain military end uses and military end users as specified
in Section 15 C.F.R. § 744.21 and prohibited party lists issued by other
federal governments), Catch-all regulations and all national and international
embargoes. Each party further agrees that it will not knowingly transfer,
divert, export or re-export, directly or indirectly, any product, software,
including software source code, or technology restricted by such regulations or
by other applicable national regulations, received from the other party under
this Agreement, or any direct product of such software or technical data to any
person, firm, entity, country or destination to which such transfer, diversion,
export or re-export is restricted or prohibited, without obtaining prior
written authorization from the applicable competent government authorities to the
extent required by those laws.
13. GOVERNMENT
CONTRACT COMPLIANCE
13.1.
If you sell Authorized Systems directly to any government or public entity,
including U.S., state, local, foreign or international governments or public
entities, or indirectly via a prime contractor or subcontractor of such
governments or entities, NXP makes no representations, certifications, or
warranties whatsoever about compliance with government or public entity
acquisition statutes or regulations, including, without limitation, statutes or
regulations that may relate to pricing, quality, origin or content.
13.2.
The Licensed Software has been developed at private expense and is a “Commercial
Item” as defined in 48 C.F.R. Section 2.101, consisting of “Commercial Computer
Software”, and/or “Commercial Computer Software Documentation,” as such terms
are used in 48 C.F.R. Section 12.212 (or 48 C.F.R. Section 227.7202, as
applicable) and may only be licensed to or shared with U.S. Government end
users in object code form as part of, or embedded within, Authorized Systems.
Any agreement pursuant to which you share the Licensed Software will include a
provision that reiterates the limitations of this document and requires all
sub-agreements to similarly contain such limitations.
15.
CHOICE OF LAW; VENUE. This Agreement will be governed by, construed, and enforced in
accordance with the laws of The Netherlands, without regard to conflicts of
laws principles, will apply to all matters relating to this Agreement or the
Licensed Software, and you agree that any litigation will be subject to the
exclusive jurisdiction of the courts of Amsterdam, The Netherlands. The United
Nations Convention on Contracts for the International Sale of Goods will not
apply to this document.
16.
CONFIDENTIAL INFORMATION. Subject to the license grants and restrictions contained
herein, you must treat the Licensed Software as confidential information and
you agree to retain the Licensed Software in confidence perpetually. You may
not disclose any part of the Licensed Software to anyone other than distributees in accordance with Section 2.3 and
employees, or subcontractors in accordance with Section 2.5, who have a need to
know of the Licensed Software and who have executed written agreements
obligating them to protect such Licensed Software to at least the same degree
of confidentiality as in this Agreement. You agree to use the same degree of
care, but no less than a reasonable degree of care, with the Licensed Software
as you do with your own confidential information. You may disclose Licensed
Software to the extent required by a court or under operation of law or order provided that you notify NXP of such requirement prior to
disclosure, which you only disclose the minimum of the required information,
and that you allow NXP the opportunity to object to such court or other legal
body requiring such disclosure.
17.
TRADEMARKS. You are not
authorized to use any NXP trademarks, brand names, or logos.
18.
ENTIRE AGREEMENT. This Agreement
constitutes the entire agreement between you and NXP regarding the subject
matter of this Agreement, and supersedes all prior communications,
negotiations, understandings, agreements or
representations, either written or oral, if any. This Agreement may only be
amended in written form, signed by you and NXP.
19.
SEVERABILITY. If any
provision of this Agreement is held for any reason to be invalid or
unenforceable, then the remaining provisions of this Agreement will be
unimpaired and, unless a modification or replacement of the invalid or
unenforceable provision is further held to deprive you or NXP of a material
benefit, in which case the Agreement will immediately terminate, the invalid or
unenforceable provision will be replaced with a provision that is valid and
enforceable and that comes closest to the intention underlying the invalid or
unenforceable provision.
20.
NO WAIVER. The waiver by NXP
of any breach of any provision of this Agreement will not operate or be
construed as a waiver of any other or a subsequent breach of the same or a
different provision.
21.
AUDIT. You will keep full, clear and accurate records with respect to your compliance
with the limited license rights granted under this Agreement for three years
following expiration or termination of this Agreement. NXP will have the right,
either itself or through an independent certified public accountant to examine
and audit, at NXP’s expense, not more than once a year, and during normal
business hours, all such records that may bear upon your compliance with the
limited license rights granted above. You must make prompt adjustment to
compensate for any errors and/or omissions disclosed by such examination or
audit.
22.
NOTICES.
All notices and communications under this Agreement will be made in
writing, and will be effective when received at the following addresses:
NXP:
NXP B.V.
High
Tech Campus 60
5656
AG Eindhoven
The
Netherlands
ATTN: Legal Department
You:
The address provided at
registration will be used.
23.
RELATIONSHIP OF THE PARTIES.
The parties are independent contractors. Nothing in this Agreement will be
construed to create any partnership, joint venture, or similar relationship.
Neither party is authorized to bind the other to any obligations with third
parties.
24.
SUCCESSION AND ASSIGNMENT.
This Agreement will be binding upon and inure to the benefit of the parties and
their permitted successors and assigns. You may not assign this
Agreement, or any part of this Agreement, without the prior written approval of
NXP, which approval will not be unreasonably withheld or delayed. NXP may
assign this Agreement, or any part of this Agreement, in its sole discretion.
25. PRIVACY. By agreeing to this
Agreement and/or utilizing the Licensed Software, Licensee consents to use of
certain personal information, including but not limited to name, email address,
and location, for the purpose of NXP’s internal analysis regarding future software
offerings. NXP’s complete Privacy
Statement can be found at: https://www.nxp.com/company/our-company/about-nxp/privacy-statement:PRIVACYPRACTICES.
APPENDIX A
Other License Grants and Restrictions:
The Licensed Software may include some or all of the following software, which is either 1) Third
Party Software or 2) NXP proprietary software subject to different terms than
those in the Agreement. If the Software Content Register that accompanies the
Licensed Software identifies any of the following Third Party
Software or specific components of the NXP proprietary software, the following
terms apply to the extent they deviate from the terms in the Agreement:
Airbiquity Inc.: The Airbiquity
software may only be used in object code and Licensee may not sublicense the Airbiquity software to any third party. Licensee’s license
to use the Airbiquity software expires on June 30,
2023.
Amazon: Use of the Amazon software constitutes your
acceptance of the terms of the Amazon Program Materials License Agreement
(including the AVS Component Schedule, if applicable), located at https://developer.amazon.com/support/legal/pml. All Amazon
software is hereby designated “Amazon confidential”. With the exception of
the binary library of the Amazon Wake Word Engine for “Alexa”, all Amazon
software is also hereby designated as “Restricted Program Materials”. Amazon
is a third-party beneficiary to this Agreement with respect to the Amazon
software.
Amazon Web Services, Inc.: AWS is an intended
third-party beneficiary to this Agreement with respect to the Greengrass
software. If you have an account with AWS that is not in good standing, you may
not download, install, use or distribute
the Greengrass software. You will comply with all instructions and requirements
in any integration documents, guidelines, or other documentation AWS provides.
The license to the Greengrass software will immediately terminate without
notice if you (a) fail to comply with this Agreement or any other agreement
with AWS, (b) fail to make timely payment for any AWS service, (c) fail to
implement AWS updates, or (d) bring any action for intellectual property
infringement against AWS or any AWS customer utilizing AWS services. Any dispute or claim relating to your use of
the Greengrass software will be resolved by binding arbitration, rather than in
court, except that you may assert claims in small claims court if your claims
qualify.
Amazon: AWS Fleetwise
software must be used consistent with the terms found here: https://github.com/aws/aws-iot-fleetwise-edge/blob/main/LICENSE.
Amphion Semiconductor Ltd.: Distribution of Amphion
software must be a part of, or embedded within, Authorized Systems that include
an Amphion Video Decoder.
Apple Mfi Software
Development Kit: Use of Apple Mfi Software and
associated documentation is restricted to current Apple Mfi
licensees in accordance with the terms of their own valid and in-effect license
from Apple.
Aquantia Corp.: You may use Aquantia’s
API binaries solely to flash the API software to an NXP Product which mates
with an Aquantia device.
Argus Cyber Security: The
Argus software may only be used in object code and only for evaluation and
demonstration purposes.
Atheros: Use of Atheros software is limited to
evaluation and demonstration only.
Permitted distributions must be similarly limited. Further rights must
be obtained directly from Atheros.
ATI (AMD): Distribution of ATI software must be a part
of, or embedded within, Authorized Systems that include a
ATI graphics processor core.
Au-Zone Technologies: eIQ
Portal, Model Tool, DeepViewRT and ModelRunner are distributed by NXP under license from
Au-Zone Technologies. Your use of the Licensed Software, examples and
related documentation is subject to the following:
(1)
Use of Software is limited to Authorized System only
(2)
In no event may Licensee Sublicense the Software
(3)
AU-ZONE TECHNOLOGIES SHALL NOT BE LIABLE FOR USE OF LICENSED SOFTWARE IN
CRITICAL APPLICATIONS BY LICENSEE
Broadcom Corporation: Your use of Broadcom Corporation
software is restricted to Authorized Systems that incorporate a compatible
integrated circuit device manufactured or sold by Broadcom.
Cadence Design Systems: Use of Cadence audio codec
software is limited to distribution only of one copy per single NXP Product.
The license granted herein to the Cadence Design Systems HiFi aacPlus Audio Decoder software does not include a license
to the AAC family of technologies which you or your customer may need to
obtain. Configuration tool outputs may only be distributed by licensees of the
relevant Cadence SDK and distribution is limited to distribution of one copy
embedded in a single NXP Product. Your use of Cadence NatureDSP
Libraries whether in source code or in binary is restricted to NXP SoC based
systems or emulation enablement based on NXP SoC.
CEVA D.S.P. Ltd. And CEVA Technologies Inc. (“CEVA”): The CEVA-SPF2
linear algebra, CEVA-SPF2 Neural Network Libraries, CEVA-SPF2 Core Libraries,
CEVA-SPF2 OpenAMP and CEVA-SPF2 STL licensed modules
are owned by CEVA and such materials may only be used in connection with an NXP
product containing the S250 or S125 integrated circuits, whether or not the
CEVA-SPF2 Core is physically implemented and/or enabled on such NXP product
Cirque Corporation: Use of Cirque Corporation
technology is limited to evaluation, demonstration, or certification testing
only. Permitted distributions must be similarly limited. Further rights,
including but not limited to ANY commercial distribution rights, must be
obtained directly from Cirque Corporation.
Coding Technologies (Dolby Labs): Use of CTS software
is limited to evaluation and demonstration only. Permitted distributions must be similarly
limited. Further rights must be obtained from Dolby Laboratories.
Coremark: Use
of the Coremark benchmarking software is subject to the following terms and
conditions: https://github.com/eembc/coremark/blob/main/LICENSE.md
CSR: Use of Cambridge Silicon Radio, Inc.
("CSR") software is limited to evaluation and demonstration
only. Permitted distributions must be
similarly limited. Further rights must
be obtained directly from CSR.
Crank: Use of Crank Software Inc. software is limited
to evaluation and demonstration only. Permitted distributions must be similarly
limited. Further rights must be obtained directly from Crank Software Inc.
Cypress Semiconductor Corporation: WWD RTOS source
code may only be used in accordance with the Cypress IOT Community License
Agreement obtained directly from Cypress Semiconductor Corporation.
Elektrobit Automotive GmbH (“EB”): EB software must be used
consistent with the EB License Terms and Conditions, Version 1.4 (Dec 2019)
found here: https://www.elektrobit.com/legal-notice/ . Licensee is only granted an evaluation
license for the EB software, defined as license to use the EB software
internally for own evaluation purposes, limited to three (3) months. Production
deployment of the EB software using this license is prohibited. See
additionally Section 2.1.1 EB EULA.
Embedded Systems Academy GmbH (EmSA): Any use of
Micro CANopen Plus is subject to the acceptance of
the license conditions described in the LICENSE.INFO file distributed with all
example projects and in the documentation and the additional clause described
below.
Clause 1: Micro CANopen
Plus may not be used for any competitive or comparative purpose, including the
publication of any form of run time or compile time metric, without the express
permission of EmSA.
Fenopix Technologies Private Limited: Under no circumstances
may the CanvasJS software product be used in any
way that would compete with any product from Fenopix.
License to the CanvasJS software will terminate
immediately without notice if Licensee fail to comply with any provision of
this Agreement.
Fraunhofer IIS: Fraunhofer MPEG Audio Decoder
(Fraunhofer copyright) - If you are provided MPEG-H decoding functionality, you
understand that NXP will provide Fraunhofer your name and contact information.
Future Technology Devices International Ltd.: Future
Technology Devices International software must be used consistent with the
terms found here: http://www.ftdichip.com/Drivers/FTDriverLicenceTerms.htm
Global Locate (Broadcom Corporation): Use of Global
Locate, Inc. software is limited to evaluation and demonstration only. Permitted distributions must be similarly
limited. Further rights must be obtained
from Global Locate.
IAR Systems: Use of IAR flashloader or
any IAR source code is subject to the terms of the IAR Source License located
within the IAR zip package. The IAR Source License applies to linker command
files, example projects unless another license is explicitly stated, the cstartup code, low_level_init.c,
and some other low-level runtime library files.
LC3plus: the LC3plus Low Complexity Communication
Codec Plus (LC3plus) per ETSI TS 103 634 V1.3.1, is subject to ETSI
Intellectual Property Rights Policy, See https://portal.etsi.org/directives/45_directives_jun_2022.pdf. For application in an End Product, Fraunhofer
communication applies, see https://www.iis.fraunhofer.de/en/ff/amm/communication/lc3.html
Microsoft: Except for Microsoft PlayReady software, if
the Licensed Software includes software owned by Microsoft Corporation
("Microsoft"), it is subject to the terms of your license with
Microsoft (the "Microsoft Underlying Licensed Software") and as such,
NXP grants no license to you, beyond evaluation and demonstration in connection
with NXP processors, in the Microsoft Underlying Licensed Software. You must separately obtain rights beyond
evaluation and demonstration in connection with the Microsoft Underlying
Licensed Software from Microsoft. Microsoft does not provide support services
for the components provided to you through this Agreement. If you have any questions or require technical
assistance, please contact NXP.
Microsoft Corporation is a third party
beneficiary to this Agreement with the right to enforce the terms of this
Agreement. TO THE MAXIMUM EXTENT
PERMITTED BY LAW, MICROSOFT AND ITS AFFILIATES DISCLAIM ANY WARRANTIES FOR THE
MICROSOFT UNDERLYING LICENSED SOFTWARE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MICROSOFT NOR ITS
AFFILIATES WILL BE LIABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY
DIRECT, INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES,
INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF TIME,
INCONVENIENCE, COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES, ARISING
FROM THE FROM THE USE OF THE MICROSOFT UNDERLYING LICENSED SOFTWARE. With respect to the Microsoft PlayReady
software, you will have the license rights granted in Section 2, provided that you may not use the Microsoft PlayReady
software unless you have entered into a Microsoft PlayReady Master Agreement
and license directly with Microsoft.
MindTree: Notwithstanding the terms contained in Section 2.3
(a), if the Licensed Software includes proprietary software of MindTree in source code format, Licensee may make
modifications and create derivative works only to the extent necessary for
debugging of the Licensed Software.
MM SOLUTIONS AD:
Use of MM SOLUTIONS AEC (Auto Exposure Control) and AWB (Auto White
Balance) software is limited to demonstration, testing, and evaluation
only. In no event may Licensee
distribute or sublicense the MM SOLUTIONS software. Further rights must be obtained
directly from MM SOLUTIONS.
MPEG LA: Use of MPEG LA audio or video codec
technology is limited to evaluation and demonstration only. Permitted
distributions must be similarly limited. Further rights must be obtained
directly from MPEG LA.
MQX RTOS Code: MQX RTOS source code may not be
re-distributed by any NXP Licensee under any circumstance, even by a signed
written amendment to this Agreement.
NXP Voice Software: VoiceSpot,
VoiceSeeker (including AEC), and Conversa may be used
for evaluation or demonstration purposes only. Any commercial distribution
rights are subject to a separate royalty agreement obtained from NXP.
NXP Wireless Charging Library: License to the Software
is limited to use in inductive coupling or wireless charging applications
Opus: Use of Opus software must be consistent with the
terms of the Opus license which can be found at: http://www.opus-codec.org/license/
Oracle JRE (Java): The Oracle JRE must be used
consistent with terms found here: http://java.com/license
P&E Micro: P&E Software must be used
consistent with the terms found here: http://www.pemicro.com/licenses/gdbserver/license_gdb.pdf
Pro Design Electronic: Licensee may not modify, create
derivative works based on, or copy the Pro Design software, documentation,
hardware execution key or the accompanying materials. Licensee shall not use Pro Design's or any of
its licensors names, logos or trademarks to market the
Authorized System. Only NXP customers
and distributors are permitted to further redistribute the Pro Design software
and only as part of an Authorized System which contains the Pro Design
software.
Qualcomm Atheros, Inc.: Notwithstanding anything in
this Agreement, Qualcomm Atheros, Inc. Wi-Fi software must be used strictly in
accordance with the Qualcomm Atheros, Inc. Technology License Agreement that
accompanies such software. Any other use
is expressly prohibited.
Real Networks - GStreamer
Optimized Real Format Client Code implementation or OpenMax
Optimized Real Format Client Code: Use of the GStreamer
Optimized Real Format Client Code, or OpenMax
Optimized Real Format Client code is restricted to applications in the
automotive market. Licensee must be a
final manufacturer in good standing with a current license with Real Networks
for the commercial use and distribution of products containing the GStreamer Optimized Real Format Client Code implementation
or OpenMax Optimized Real Format Client Code
Real-Time Innovations, Inc.: Not withstanding anything
in this Agreement, Real-Time Innovations, Inc. software must be used strictly
in accordance with Real-Time Innovations, Inc.'s Automotive Software Evaluation
License Agreement, available here: https://www.rti.com/hubfs/_Collateral/Services_and_Support/Automotive_Evaluation_SLA_90_dayNXP.pdf .
Any other use is expressly prohibited.
RivieraWaves SAS (a member of the CEVA, Inc. family of companies):
You may not use the RivieraWaves intellectual
property licensed under this Agreement if you develop, market, and/or license
products similar to such RivieraWaves
intellectual property. Such use
constitutes a breach of this Agreement.
Any such use rights must be obtained directly from RivieraWaves.
SanDisk Corporation: If the Licensed Software includes
software developed by SanDisk Corporation ("SanDisk"), you must
separately obtain the rights to reproduce and distribute this software in
source code form from SanDisk. Please
follow these easy steps to obtain the license and software:
(1) Contact your local SanDisk sales representative to
obtain the SanDisk License Agreement.
(2) Sign the license agreement. Fax the signed agreement to SanDisk USA
marketing department at 408-542-0403.
The license will be valid when fully executed by SanDisk.
(3) If you have specific questions, please send an
email to sales@sandisk.com
You may only use the SanDisk Corporation Licensed
Software on products compatible with a SanDisk Secure Digital Card. You may not use the SanDisk Corporation
Licensed Software on any memory device product.
SanDisk retains all rights to any modifications or derivative works to
the SanDisk Corporation Licensed Software that you may create.
SEGGER Microcontroller - emWin Software: Your use of SEGGER emWin
software and components is restricted for development of NXP ARM7, ARM9,
Cortex-M0, Cortex-M3, Cortex-M4, Cortex-M33, Cortex-M7, and Cortex-A7 based
products only.
SEGGER Microcontroller - J-Link/J-Trace Software: Segger software must be used consistent with the terms
found here: http://www.segger.com/jlink-software.html
Synopsys/BLE Software: Your use of the Synopsys/BLE
Software and related documentation is subject to the following:
(1) Synopsys is third-party beneficiaries of, and thus
may enforce against you, the license restrictions and confidentiality
obligations in this agreement with respect to their intellectual property and
proprietary information.
(2) Your distribution of the Licensed Software shall
subject any recipient to a written agreement at least as protective of the
Licensed Software as provided in this Agreement.
Synopsys/Target Compiler Technologies: Your use of the
Synopsys/Target Compiler Technologies Licensed Software and related
documentation is subject to the following:
(1) Duration of the license for the Licensed Software
is limited to 12 months, unless otherwise specified in the license file.
(2) The Licensed Software is usable by one user at a
time on a single designated computer, unless otherwise agreed by Synopsys.
(3) Licensed Software and documentation are to be used
only on a designated computer at the designated physical address provided by
you on the APEX license form.
(4) The Licensed Software is not sub-licensable.
T2 Labs / T2 Software:
As a condition to the grant of any license under this Agreement, you
represent and warrant that you will comply with all licenses, agreements, rules
and bylaws of the Bluetooth SIG (Special Interest Group )
applicable to the licensed software and documentation and its use which may
affect when and if you may take certain actions under licenses granted
hereunder.
The license grant under this Agreement is conditional
to you being (i) a Bluetooth SIG Associate member
until such time as the specifications for the software are made public to
Bluetooth SIG members of any level and (ii) thereafter a Bluetooth SIG member
of any level.
Notwithstanding the terms contained in Section 2.3
(a), if the licensed software includes proprietary software in source code
format, you may make modifications and create derivative works only to the
extent necessary for improving the performance of the source code with the NXP
products or your products and for creating enhancements of such products. You
may not further sublicense or otherwise distribute the source code, or any
modifications or derivatives thereof as stand-alone products. You will be responsible for qualifying any
modifications or derivatives with the Bluetooth SIG and any other qualifying
bodies.
TARA Systems: Use of TARA Systems GUI technology
Embedded Wizard is limited to evaluation and demonstration only. Permitted
distributions must be similarly limited. Further rights must be obtained
directly from TARA Systems.
Texas Instruments: Your use of Texas Instruments Inc.
WiLink8 Licensed Software is restricted to NXP SoC based systems that include a
compatible connectivity device manufactured by TI.
TES Electronic Solutions Germany (TES): TES 3D Surround View software and associated
data and documentation may only be used for evaluation purposes and for
demonstration to third parties in integrated form on a board package containing
an NXP S32V234 device. Licensee may not distribute or sublicense the TES
software. Your license to the TES software may be terminated at any time upon
notice.
Vivante: Distribution of Vivante
software must be a part of, or embedded within, Authorized Systems that include
a Vivante Graphics Processing Unit.