-LA_OPT_BASE_LICENSE v12 March 2016
+LA_OPT_BASE_LICENSE v14 June 2016
-IMPORTANT. Read the following NXP Semiconductor Software License Agreement
+IMPORTANT. Read the following NXP Semiconductors Software License Agreement
("Agreement") completely. By selecting the "I Accept" button at the end of
this page, you indicate that you accept the terms of the Agreement and you
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the file.
-NXP SEMICONDUCTOR SOFTWARE LICENSE AGREEMENT
+NXP SEMICONDUCTORS SOFTWARE LICENSE AGREEMENT
This is a legal agreement between you, as an authorized representative of your
employer, or if you have no employer, as an individual (together "you"), and
Freescale Semiconductor, Inc., a wholly-owned subsidiary of NXP Semiconductors
N.V. ("NXP"). It concerns your rights to use the software identified in the
-Software Content Register and provided to you in binary or source code form
-and any accompanying written materials (the "Licensed Software"). The Licensed
+Software Content Register and 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 License. In
consideration for NXP allowing you to access the Licensed Software, you are
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. DEFINITIONS
-1.1. "Affiliates" means, any corporation, or entity directly or
-indirectly controlled by, controlling, or under common control with NXP
-Semiconductors N.V.
+1.1. "Affiliates" means, any corporation, or entity directly or indirectly
+controlled by, controlling, or under common control with NXP Semiconductors N.V.
-1.2. "Essential Patent" means a patent to the limited extent that
-infringement of such patent cannot be avoided in remaining compliant with the
-technology standards implicated by the usage of any of the Licensed Software,
-including optional implementation of the standards, on technical but not
-commercial grounds, taking into account normal technical practice and the state
-of the art generally available at the time of standardization.
+1.2. "Essential Patent" means a patent to the limited extent that infringement
+of such patent cannot be avoided in remaining compliant with the technology
+standards implicated by the usage of any of the Licensed Software, including
+optional implementation of the standards, on technical but not commercial
+grounds, taking into account normal technical practice and the state of the art
+generally available at the time of standardization.
-1.3. "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,
+1.3. "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.
-1.4. "Software Content Register" means the documentation
-accompanying the Licensed Software which identifies the contents of the
-Licensed Software, including but not limited to identification of any Third
-Party Software.
+1.4. "Software Content Register" means the documentation accompanying the
+Licensed Software which identifies the contents of the Licensed Software,
+including but not limited to identification of any Third Party Software.
-1.5. "Third Party Software" means, any software included in the
-Licensed Software that is not NXP Proprietary software, and is not open source
+1.5. "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. LICENSE GRANT.
-2.1. 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 is
-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.
+2.1. 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 is 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.
-2.2. Exclusively in connection with your development and
-distribution of product containing a programmable processing unit (e.g. a
-microprocessor, microcontroller, sensor or digital signal processor) supplied
-directly or indirectly from NXP ("Authorized System") NXP grants you a
-world-wide, personal, non-transferable, non-exclusive, non-sublicensable,
-license, under NXP's Intellectual Property Rights:
+2.2. Exclusively in connection with your development and distribution of
+product containing a programmable processing unit (e.g. a microprocessor,
+microcontroller, sensor or digital signal processor) supplied directly or
+indirectly from NXP ("Authorized System") NXP grants you a world-wide,
+personal, non-transferable, non-exclusive, non-sublicensable, license, under
+NXP's Intellectual Property Rights:
-(a) to use and reproduce the Licensed Software only as part of, or
+(a) to use and reproduce the Licensed Software only as part of, or
integrated within, Authorized Systems and not on a standalone basis;
-(b) to directly or indirectly manufacture, demonstrate, copy, distribute,
+(b) to directly or indirectly manufacture, demonstrate, copy, distribute,
market and sell the Licensed Software in object code (machine readable) only as
part of, or embedded within, Authorized Systems in object code form and not on
a standalone basis. 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.
-(c) to copy, use and distribute as needed, solely in connection with an
+(c) to copy, use and distribute as needed, solely in connection with an
Authorized System, proprietary NXP information associated with the Licensed
Software for the purpose of developing, maintaining and supporting Authorized
Systems with which the Licensed Software is integrated or associated.
-2.3. For NXP Licensed Software provided to you in source code form
-(human readable), NXP further grants to you a worldwide, personal,
-non-transferable, non-exclusive, non-sublicensable, license, under NXP's
-Intellectual Property Rights:
+2.3. For NXP Licensed Software provided to you in source code form (human
+readable), NXP further grants to you a worldwide, personal, non-transferable,
+non-exclusive, non-sublicensable, license, under NXP's Intellectual Property
+Rights:
-(a) to prepare derivative works of the Licensed Software, only as part of,
+(a) to prepare derivative works of the Licensed Software, only as part of,
or integrated within, Authorized Systems and not on a standalone basis;
(b) to use, demonstrate, copy, distribute, market and sell the derivative
may be distributed in source or object code form, but only as part of, or
embedded within Authorized Systems.
-2.4. You may use subcontractors on your premises to exercise your
-rights under Section 2.2 and 2.3 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
+2.4. You may use subcontractors on your premises to exercise your rights under
+Section 2.2 and 2.3 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. LICENSE LIMITATIONS AND RESTRICTIONS.
-3.1. The licenses granted above in Section 2.3 only extend to NXP
-intellectual property rights that would be infringed by the Licensed Software
-prior to your preparation of any derivative work.
+3.1. The licenses granted above in Section 2.3 only extend to NXP intellectual
+property rights that would be infringed by the 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.
+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.
-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 sub-licensees
-from translating, reverse engineering, decompiling, or disassembling the
+3.3. You may not translate, reverse engineer, decompile, or disassemble 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 (c)(1) and (c)(2).
-
-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 information, results or data
-associated with the use of the Licensed Software to anyone other than NXP;
-however, you must advise NXP of any results obtained including any problems or
-suggested improvements thereof. 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. Subject to NXP's ownership interest
-in the underlying Licensed Software, all intellectual property rights
-associated with, and title to, your Authorized System will be retained by or
-will vest in you. Your modifications to the Licensed Software, and all
-intellectual property rights associated with, and title thereto, will be the
-property of NXP. Upon request, you must provide NXP the source code of any
-derivative of the Licensed Software. 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.
-
-6. PATENT COVENANT NOT TO SUE. As partial, material consideration for the
-rights granted to you under this Agreement, you covenant not to sue or
-otherwise assert your patents against NXP, a NXP Affiliate or subsidiary, or
-a NXP licensee of the Licensed Software for infringement of your Intellectual
-Property Rights by the manufacture, use, sale, offer for sale, importation or
-other disposition or promotion of the Licensed Software and/or any
-redistributed portions of the Licensed Software.
-
-7. ESSENTIAL PATENTS. You are solely responsible for obtaining licenses
-for any relevant Essential Patents for your use in connection with technology
-that you incorporate into your product (whether as part of the Licensed
-Software or not).
-
-8. TERM AND TERMINATION. This Agreement will remain in effect unless
-terminated as provided in this Section 8.
-
-8.1. You may terminate this Agreement immediately upon written
-notice to NXP at the address provided below.
-
-8.2. 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.
-
-8.3. 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 its business or assets.
-
-8.4. Upon termination of this Agreement, all licenses granted under
-Section 2 will expire, except that any licenses extended to end-users pursuant
-to Sections 2.2(b), 2.2(c), and 2.3(b), which have been granted prior to such
+such restriction. You must prohibit your sublicensees 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 (c)(1) and (c)(2).
+
+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 information, results or data associated
+with the use of the Licensed Software to anyone other than NXP; however, you
+must advise NXP of any results obtained including any problems or suggested
+improvements thereof. 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. Subject to NXP's
+ownership interest in the underlying Licensed Software, all intellectual
+property rights associated with, and title to, your Authorized System will
+be retained by or will vest in you. Your modifications to the Licensed
+Software, and all intellectual property rights associated with, and title
+thereto, will be the property of NXP. Upon request, you must provide NXP
+the source code of any derivative of the Licensed Software. 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.
+
+6. PATENT COVENANT NOT TO SUE. As partial, material
+consideration for the rights granted to you under this Agreement, you covenant
+not to sue or otherwise assert your patents against NXP, a NXP Affiliate or
+subsidiary, or a NXP licensee of the Licensed Software for infringement of your
+Intellectual Property Rights by the manufacture, use, sale, offer for sale,
+importation or other disposition or promotion of the Licensed Software and/or
+any redistributed portions of the Licensed Software.
+
+7. ESSENTIAL PATENTS. You are solely responsible for
+obtaining licenses for any relevant Essential Patents for your use in
+connection with technology that you incorporate into your product (whether as
+part of the Licensed Software or not).
+
+8. TERM AND TERMINATION. This Agreement will remain in
+effect unless terminated as provided in this Section 8.
+
+8.1. You may terminate this Agreement immediately upon written notice to NXP at
+the address provided below.
+
+8.2. 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.
+
+8.3. 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 its business or assets.
+
+8.4. Upon termination of this Agreement, all licenses granted under Section 2
+will expire, except that any licenses extended to end-users pursuant to
+Sections 2.2(b), 2.2(c), and 2.3(b), which have been granted prior to such
termination will survive.
-8.5. After termination of this Agreement by either party and upon
-NXP's written request, you will, at your discretion, return to the NXP any
-confidential information including all copies thereof or furnish to NXP at
-the address below, a statement certifying, with respect to the Licensed
-Software delivered hereunder that the original and all copies, except for
-archival copies to be used solely for dispute resolution purposes, in whole or
-in part, in any form, of the Licensed Software have been destroyed.
+8.5. After termination of this Agreement by either party and upon NXP's written
+request, you will, at your discretion, return to the NXP any confidential
+information including all copies thereof or furnish to NXP at the address
+below, a statement certifying, with respect to the Licensed Software delivered
+hereunder that the original and all copies, except for archival copies to be
+used solely for dispute resolution purposes, in whole or in part, in any form,
+of the Licensed Software have been destroyed.
-8.6. Notwithstanding the termination of this Agreement for any
-reason, the terms of Sections 1, 3, 5 through 25 will survive.
+8.6. Notwithstanding the termination of this Agreement for any reason, the
+terms of Sections 1, 3, 5 through 25 will survive.
-9. SUPPORT. NXP is not obligated to provide any support,
+9. 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
time, without any obligation to notify or provide updated versions of the
Licensed Software to you.
-10. 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
+10. NO WARRANTY. To the maximum extent permitted by law, NXP
+expressly disclaims any warranty for the Licensed Software. The Licensed
+Software is provided "AS ISh, 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).
-11. INDEMNITY. You agree to fully defend and indemnify NXP from
-all claims, liabilities, and costs (including reasonable attorney's fees)
+11. 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 contractors or distributee's use, if
permitted) of the Licensed Software or (2) your violation of the terms and
conditions of this Agreement.
-12. LIMITATION OF LIABILITY. EXCLUDING LIABILITY FOR A BREACH
-OF SECTION 2 (LICENSE GRANTS), SECTION 3 (LICENSE LIMITATIONS AND
+12. LIMITATION OF LIABILITY. EXCLUDING LIABILITY FOR A
+BREACH OF SECTION 2 (LICENSE GRANTS), SECTION 3 (LICENSE LIMITATIONS AND
RESTRICTIONS), SECTION 17 (CONFIDENTIAL INFORMATION), OR CLAIMS UNDER SECTION
11(INDEMNITY), IN NO EVENT WILL EITHER PARTY BE LIABLE, WHETHER IN CONTRACT,
TORT, OR OTHERWISE, FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR
AGREEMENT IS LIMITED TO THE AGGREGATE AMOUNT PAID BY YOU TO NXP IN CONNECTION
WITH THE LICENSED SOFTWARE TO WHICH LOSSES OR DAMAGES ARE CLAIMED.
-
-13. EXPORT COMPLIANCE. Each party shall comply with all
+13. 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 Regulations (including 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.
-
-14. GOVERNMENT CONTRACT COMPLIANCE.
-
-14.1. 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.
-
-14.2. The Licensed Software has been developed at private expense and
-is a "Commercial Item" as defined in 48 C.F.R. §2.101, consisting of
-"Commercial Computer Software", and/or "Commercial Computer Software
-Documentation," as such terms are used in 48 C.F.R. §12.212 (or 48 C.F.R.
-§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. SAFETY CRITICAL APPLICATIONS
-
-15.1. In some cases, NXP may promote certain Licensed Software for use
-in safety-related applications. NXP's goal is to educate licensees so that they
-can design their own end-product solutions to meet applicable functional safety
-standards and requirements. You make the ultimate design decisions regarding
-your products and are solely responsible for compliance with all legal,
-regulatory, safety, and security related requirements concerning your products,
-regardless of any information or support that may be provided by NXP.
-Accordingly, you will indemnify and hold NXP harmless from any claims,
-liabilities, damages and associated costs and expenses (including attorneys'
-fees) that NXP may incur related to your incorporation of any product in a
-safety-critical application or system.
-
-15.2. Only Licensed Software that NXP has specifically designated as
-"Automotive Qualified" is intended for use in automotive, military, or
-aerospace applications or environments. If you use Licensed Software that has
-not been designated as "Automotive Qualified" in an automotive, military, or
-aerospace application or environment, you do so at your own risk.
-
-15.3. Licensed Software is not intended or authorized for any use in
-anti-personnel landmines.
-
-16. CHOICE OF LAW; VENUE. This Agreement will be governed by,
-construed, and enforced in accordance with the laws of the State of Texas, USA,
-without regard to conflicts of laws principles, will apply to all matters
+limited to the US Export Administration Regulations (including 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.
+
+14. GOVERNMENT CONTRACT COMPLIANCE.
+
+14.1. 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.
+
+14.2. 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. SAFETY CRITICAL APPLICATIONS
+
+15.1. In some cases, NXP may promote certain Licensed
+Software for use in safety-related applications. NXP's goal is to educate
+licensees so that they can design their own end-product solutions to meet
+applicable functional safety standards and requirements. You make the ultimate
+design decisions regarding your products and are solely responsible for
+compliance with all legal, regulatory, safety, and security related
+requirements concerning your products, regardless of any information or support
+that may be provided by NXP. Accordingly, you will indemnify and hold NXP
+harmless from any claims, liabilities, damages and associated costs and
+expenses (including attorneys' fees) that NXP may incur related to your
+incorporation of any product in a safety-critical application or system.
+
+15.2. Only Licensed Software that NXP has specifically
+designated as "Automotive Qualified" is intended for use in automotive,
+military, or aerospace applications or environments. If you use Licensed
+Software that has not been designated as "Automotive Qualified" in an
+automotive, military, or aerospace application or environment, you do so at
+your own risk.
+
+15.3. Licensed Software is not intended or authorized for
+any use in anti-personnel landmines.
+
+16. CHOICE OF LAW; VENUE. This Agreement will be governed
+by, construed, and enforced in accordance with the laws of the State of Texas,
+USA, 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 state or
-federal courts Texas, USA. The United Nations Convention on Contracts for
-the International Sale of Goods will not apply to this document.
+federal courts Texas, USA. The United Nations Convention on Contracts for the
+International Sale of Goods will not apply to this document.
-17. CONFIDENTIAL INFORMATION. Subject to the license grants and
-restrictions contained herein, you must treat the Licensed Software as
+17. 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, with respect to Licensed Software in source code form
(human readable), or for a period of five (5) years from the date of
information required, and that you allow NXP the opportunity to object to such
court or other legal body requiring such disclosure.
-18. TRADEMARKS. You are not authorized to use any NXP
+18. TRADEMARKS. You are not authorized to use any NXP
trademarks, brand names, or logos.
-19. ENTIRE AGREEMENT. This Agreement constitutes the entire
+19. 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.
-20. SEVERABILITY. If any provision of this Agreement is held for
-any reason to be invalid or unenforceable, then the remaining provisions of
+20. 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
valid and enforceable and that comes closest to the intention underlying the
invalid or unenforceable provision.
-21. 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. 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.
-22. 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
+22. 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
must make prompt adjustment to compensate for any errors and/or omissions
disclosed by such examination or audit.
-23. NOTICES. All notices and communications under
-this Agreement will be made in writing, and will be effective when received
-at the following addresses:
+23. NOTICES. All notices and communications under
+this Agreement will be made in writing, and will be effective when received at
+the following addresses:
NXP: Freescale Semiconductor, Inc.
+ 6501 William Cannon West OE62
+ Austin, Texas 78735
+ ATTN: Legal Department
- 6501 William Cannon West OE62
-
- Austin, Texas 78735
-
- ATTN: Legal Department
- You: The address provided at registration will be used.
+ You: The address provided at registration
+will be used.
-24. 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
+24. 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.
-25. 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.
-
-
+25. 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.
The Licensed Software may include some or all of the following software, which
is either 1) not NXP proprietary 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:
+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:
Third Party Software
Use Restrictions
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.
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.
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)
-
+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.
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.
NXP Wireless Charging Library
-
License to the Software is limited to use in inductive coupling or wireless
charging applications
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.
Imagination Technologies Limited (IMG)
-
If the Licensed Software includes proprietary software developed by IMG, your
-rights are limited to a non-exclusive, world-wide right and non-transferrable
+rights are limited to a non-exclusive, world-wide right and nontransferrable
and non-sub-licensable license (i) to use and modify the Licensed Software and
documentation and (ii) to copy and distribute the Licensed Software only in
object code form solely for use on NXP Rayleigh products. If you are provided
notwithstanding the termination or expiration of this Agreement.
Micrium
-
uC/OS-II and uC/OS-III is provided in source form for FREE short-term
evaluation, for educational use or for peaceful research. If you plan or
intend to use uC/OS-II or uC/OS-III in a commercial application/product then,
-you need to contact Micrium to properly license uC/OS-II or uC/OS-III for its
+you need to contact Micrium to properly license uC/OS-II or uC/OSIII for its
use in your application/product. We provide ALL the source code for your
-convenience and to help you experience uC/OS-II or uC/OS-III. The fact that
+convenience and to help you experience uC/OS-II or uC/OSIII. The fact that
the source is provided does NOT mean that you can use it commercially without
paying a licensing fee.
Microsoft
-
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
+("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.
+INCONVENIENCE, COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES, ARISING
+FROM THE FROM THE USE OF THE MICROSOFT UNDERLYING LICENSED SOFTWARE.
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.
+Licensee may make modifications and create derivative works only to the extent
+necessary for debugging of the Licensed Software.
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.
+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 FSL Licensee under any
circumstance, even by a signed written amendment to this Agreement.
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/}
+which can be found at: http://www.opus-codec.org/license/
Real Networks - its 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
containing the GStreamer Optimized Real Format Client Code implementation or
OpenMax Optimized Real Format Client Code
-SanDisk Corporation
+Real Time Engineers Ltd.
+Any FreeRTOS source code, whether modified or in its original release form, or
+whether in whole or in part, can only be distributed by you under the terms of
+version 2 of the GNU General Public License plus this exception. An
+independent module is a module which is not derived from or based on FreeRTOS.
+
+Clause 1: Linking FreeRTOS with other modules is making a combined work based
+on FreeRTOS. Thus, the terms and conditions of the GNU General Public License
+V2 cover the whole combination.
+
+As a special exception, the copyright holders of FreeRTOS give you permission
+to link FreeRTOS with independent modules to produce a statically linked
+executable, regardless of the license terms of these independent modules, and
+to copy and distribute the resulting executable under terms of your choice,
+provided that you also meet, for each linked independent module, the terms and
+conditions of the license of that module. An independent module is a module
+which is not derived from or based on FreeRTOS.
+
+Clause 2: FreeRTOS 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 Real Time Engineers Ltd. (this is the norm
+within the industry and is intended to ensure information accuracy).
+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
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
all rights to any modifications or derivative works to the SanDisk Corporation
Licensed Software that you may create.
-Texas Instruments
+Synopsys/Target
+Compiler Technologies
+Your use of the Synopsys/Target Compiler Technologies Licensed Software and
+related documentation is subject to the following:
+ * Duration of the license for the Licensed Software is limited to 12 months,
+unless otherwise specified in the license file.
+ * The Licensed Software is usable by one user at a time on a single
+designated computer, unless otherwise agreed by Synopsys.
+ * 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.
+ * The Licensed Software is not sub-licensable.
+
+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.
Vivante
-
Distribution of Vivante software must be a part of, or embedded within,
Authorized Systems that include a Vivante Graphics Processing Unit.
-
-
-Synopsys/Target Compiler Technologies
-
-
-Your use of the Synopsys/Target Compiler Technologies Licensed Software
-and related documentation is subject to the following:
-
-- Duration of the license for the Licensed Software is limited to
-12 months, unless otherwise specified in the license file.
-
-- The Licensed Software is usable by one user at a time on a single
- designated computer, unless otherwise agreed by Synopsys.
-
-- 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.
