path: root/LICENSE

LA_OPT_NXP_Software_License v47 July 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, re present 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 fromNXP 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; aredissolved; 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 orprohibited, 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.
14.
CRITICAL APPLICATIONS. In some cases, NXP may promote certain software for use in the
development of, or for incorporation into, products or services (a) used in applications requiring fail-safe
performance or (b) in which failure could lead to death, personal injury, or severe physical or
environmental damage (these products and services are referred to as “Critical Applications”). NXP’s
goal is to educate customers so that they can design their own end-product solutions to meet applicable
functional safety standards and requirements. Licensee makes the ultimate design decisions regarding
its products and is solely responsible for compliance with all legal, regulatory, safety, and security
related requirements concerning its products, regardless of any information or support that may be
provided by NXP. As such, Licensee assumes all risk related to use of the Licensed Software in Critical
Applications and NXP SHALL NOT BE LIABLE FOR ANY SUCH USE IN CRITICAL APPLICATIONS BY LICENSEE.
Accordingly, Licensee 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 Licensee’s
incorporation of the Licensed Software in a Critical Application.
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 oflaw 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 beunreasonably 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.