310 lines
25 KiB
Text
310 lines
25 KiB
Text
NXP SOFTWARE LICENSE AGREEMENT
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This is a legal agreement between you, as an authorized representative of your employer, or if you have
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no employer, as an individual (together "you"), and NXP B.V. ("NXP"). It concerns your rights to use the
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software identified in the Software Content Register and provided to you in binary or source code form
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and any accompanying written materials (the "Licensed Software"). The Licensed Software may include
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any updates or error corrections or documentation relating to the Licensed Software provided to you by
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NXP under this License. In consideration for NXP allowing you to access the Licensed Software, you are
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agreeing to be bound by the terms of this Agreement. If you do not agree to all of the terms of this
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Agreement, do not download or install the Licensed Software. If you change your mind later, stop using
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the Licensed Software and delete all copies of the Licensed Software in your possession or control. Any
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copies of the Licensed Software that you have already distributed, where permitted, and do not destroy
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will continue to be governed by this Agreement. Your prior use will also continue to be governed by this
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Agreement.
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1. DEFINITIONS
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1.1. For NXP, the term "Affiliate" means (i) any Person Controlled by NXP Semiconductors N.V. or (ii)
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any Person Controlled by any transferee of all or substantially all of the assets of NXP Semiconductors
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N.V., where "Controlled" means the direct or indirect beneficial ownership of more than fifty percent
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(50%) of the voting stock, or decision-making authority in the event that there is no voting stock, in
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another entity; provided, any such Person described in clause (i) or (ii) shall be deemed to be an
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"Affiliate" only for so long as such Person is Controlled by NXP Semiconductors N.V. or such transferee.
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For the purposes of this definition, "Person" is defined to mean "an individual, corporation, partnership,
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limited liability company, association, unincorporated association, trust or other entity or organization,
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including a government or political subdivision or an agency or instrumentality thereof."
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1.2 "Compilable Software" means the portion of the Licensed Software that is for use on a NXP
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Processor, such as an embedded operating system, Processor Expert Components, runtime libraries and
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example code.
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1.3 "Essential Patent" means a patent to the limited extent that infringement of such patent cannot
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be avoided in remaining compliant with the technology standards implicated by the usage of any of
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the Licensed Software, including optional implementation of the standards, on technical but not
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commercial grounds, taking into account normal technical practice and the state of the art generally
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available at the time of standardization.
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1.4. "Intellectual Property Rights" means any and all rights under statute, common law or equity in
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and under copyrights, trade secrets, and patents (including utility models), and analogous rights
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throughout the world, including any applications for and the right to apply for, any of the foregoing.
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1.5 "Software Content Register" means the documentation accompanying the Licensed Software
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which identifies the contents of the Licensed Software, including but not limited to identification of any
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Third Party Software.
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1.6 "Third Party Software" means, any software included in the Licensed Software that is not NXP
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Proprietary software, and is not open source software, and to which different license terms may apply.
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2. LICENSE GRANT.
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2.1. NXP grants to you a personal, non-transferable, non-exclusive, license, under NXP's intellectual
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property rights, to use and reproduce the Licensed Software solely in conjunction with the design of
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products using, or associated with, a NXP integrated circuit. You may not distribute or sublicense the
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Licensed Software to others except as expressly granted in Section 2.2 below.
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2.2. NXP grants to you a personal, non-transferable, non-exclusive, license, under NXP's intellectual
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property rights to distribute the Compilable Software in object code (machine readable) only. Other
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components of the Licensed Software may also be distributed but only if they are explicitly marked in
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conjunction with that installed component.
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2.3 For Licensed Software provided to you in source code form (human readable), NXP further
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grants to you a personal, non-transferable, non-exclusive, license, under NXP's intellectual property
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rights to prepare derivative works of the Licensed Software.
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2.3.1 Special Source Distribution Rights. NXP grants to you the right to prepare derivative works of
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and to distribute Compilable Software, which is explicitly marked with the text "SOURCE DISTRIBUTION
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PERMISSIBLE", in source form and only as part of your own software programs that add substantial
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value to the Compilable Software. You may only distribute the Compilable Software for execution on a
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NXP integrated circuit.
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2.4. Separate license grants to Third Party Software, or other terms applicable to the Licensed
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Software if different from those granted in this Section 2, are contained in Appendix A. The Licensed
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Software is accompanied by a Software Content Register which will identify that portion of the Licensed
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Software, if any, that is subject to the different terms in Appendix A.
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2.5. You may use subcontractors on your premises to exercise your rights under Section 2.1, 2.2 and
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2.3 so long as you have an agreement in place with the subcontractor containing confidentiality
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restrictions no less stringent than those contained in this Agreement. You will remain liable for your
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subcontractors' adherence to the terms of this Agreement and for any and all acts and omissions of such
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subcontractors with respect to this Agreement and the Licensed Software.
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3. LICENSE LIMITATIONS AND RESTRICTIONS.
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3.1. The licenses granted above in Section 2 only extend to NXP intellectual property rights that
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would be infringed by the Licensed Software prior to your preparation of any derivative work.
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3.2. The Licensed Software is licensed to you, not sold. Title to Licensed Software delivered
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hereunder remains vested in NXP or NXP's licensor and cannot be assigned or transferred. You are
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expressly forbidden from selling or otherwise distributing the Licensed Software, or any portion thereof,
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except as expressly permitted herein. This Agreement does not grant to you any implied rights under
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any NXP or third party intellectual property.
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3.3. You may not translate, reverse engineer, decompile, or disassemble the Licensed Software
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except to the extent applicable law specifically prohibits such restriction. You must prohibit your sub-
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licensees from translating, reverse engineering, decompiling, or disassembling the Licensed Software
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except to the extent applicable law specifically prohibits such restriction.
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3.4. You must reproduce, and may not alter, any copyright notices and other proprietary legends on
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copies of Licensed Software.
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3.5. If you distribute the Licensed Software to the United States Government, then the Licensed
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Software is "restricted computer software" and is subject to FAR 52.227-19 (c)(1) and (c)(2).
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3.6. You grant to NXP a non-exclusive, non-transferable, irrevocable, perpetual, worldwide, royalty-
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free, sub-licensable license under your Intellectual Property Rights to use without restriction and for any
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purpose any suggestion, comment or other feedback related to the Licensed Software (including, but
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not limited to, error corrections and bug fixes).
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3.7. You will not take or fail to take any action that could subject the Licensed Software to an
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Excluded License. An Excluded License means any license that requires, as a condition of use,
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modification or distribution of software subject to the Excluded License, that such software or other
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software combined and/or distributed with the software be (i) disclosed or distributed in source code
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form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge.
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3.8. You may not publish or distribute information, results or data associated with the use of the
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Licensed Software to anyone other than NXP; however you must advise NXP on at least a quarterly basis
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of any results obtained including any problems or suggested improvements thereof. NXP retains the
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right to use such results and related information in any manner it deems appropriate
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4. OPEN SOURCE. Open source software included in the Licensed Software is not licensed under
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the terms of this Agreement, but is instead licensed under the terms of the applicable open source
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license(s), such as the BSD License, Apache License or the GNU Lesser General Public License. Your use
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of the open source software is subject to the terms of each applicable license. You must agree to the
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terms of each applicable license, or you cannot use the open source software.
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5. INTELLECTUAL PROPERTY RIGHTS. Title and all intellectual property rights associated with your
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modifications to the Licensed Software will be the property of NXP. Upon request, you must provide
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NXP the source code of any derivative of the Licensed Software. You agree to assign all, and hereby do
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assign all rights, title, and interest to any such modifications to the Licensed Software to NXP and agree
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to provide all assistance reasonably requested by NXP to establish, preserve or enforce such right.
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Further, you agree to waive all moral rights relating to your modifications to the Licensed Software,
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including, without limitation, all rights of identification of authorship and all rights of approval,
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restriction, or limitation on use or subsequent modification. Notwithstanding the foregoing, you will
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have the license rights granted in Section 2 to any such modifications made by you or your licensor's.
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6. PATENT COVENANT NOT TO SUE. As partial, material consideration for the rights granted to you
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under this Agreement, you covenant not to sue or otherwise assert your patents against NXP, a NXP
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Affiliate or subsidiary, or a NXP licensee of the Licensed Software for infringement of your Intellectual
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Property Rights by the manufacture, use, sale, offer for sale, importation or other disposition or
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promotion of the Licensed Software and/or any redistributed portions of the Licensed Software.
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7. ESSENTIAL PATENTS. You are solely responsible for obtaining licenses for any relevant Essential
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Patents for your use in connection with technology that you incorporate into your product (whether as
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part of the Licensed Software or not).
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8. TERM AND TERMINATION. This Agreement will remain in effect unless terminated as provided
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herein.
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8.1. You may terminate this Agreement immediately upon written notice to NXP at the address
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provided below.
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8.2. Either party may terminate this Agreement if the other party is in default of any of the terms
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and conditions of this Agreement, and termination is effective if the defaulting party fails to correct such
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default within 30 days after written notice thereof by the non-defaulting party to the defaulting party at
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the address below.
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8.3. Notwithstanding the foregoing, NXP may terminate this Agreement immediately upon written
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notice if you: breach any of your confidentiality obligations or the license restrictions under this
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Agreement; become bankrupt, insolvent, or file a petition for bankruptcy or insolvency, make an
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assignment for the benefit of its creditors; enter proceedings for winding up or dissolution ;are
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dissolved; or are nationalized or become subject to the expropriation of all or substantially all of its
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business or assets.
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8.4. Upon termination of this Agreement, all licenses granted under Section 2 will expire except as
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required by applicable mandatory law.
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8.5. After termination of this Agreement by either party and upon NXP's written request, you will, at
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your discretion, return to the NXP any confidential information including all copies thereof or furnish to
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NXP at the address below, a statement certifying, with respect to the Licensed Software delivered
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hereunder that the original and all copies, except for archival copies to be used solely for dispute
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resolution purposes, in whole or in part, in any form, of the Licensed Software have been destroyed.
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8.6. Notwithstanding the termination of this Agreement for any reason, the terms of Sections 1, 3, 4
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through 25 will survive.
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9. SUPPORT. NXP is not obligated to provide any support, upgrades or new releases of the Licensed
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Software under this Agreement. If you wish, you may contact NXP and report problems and provide
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suggestions regarding the Licensed Software. NXP has no obligation to respond to such a problem report
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or suggestion. NXP may make changes to the Licensed Software at any time, without any obligation to
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notify or provide updated versions of the Licensed Software to you.
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10. NO WARRANTY. To the maximum extent permitted by law, NXP expressly disclaims any
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warranty for the Licensed Software. The Licensed Software is provided "AS IS", without warranty of any
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kind, either express or implied, including without limitation the implied warranties of merchantability,
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fitness for a particular purpose, or non-infringement. You assume the entire risk arising out of the use or
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performance of the licensed software, or any systems you design using the licensed software (if any).
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11. INDEMNITY. You agree to fully defend and indemnify NXP from all claims, liabilities, and costs
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(including reasonable attorney's fees) related to (1) your use (including your contractors or licensee's
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use, if permitted) of the Licensed Software or (2) your violation of the terms and conditions of this
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Agreement.
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12. LIMITATION OF LIABILITY. EXCLUDING LIABILITY FOR A BREACH OF SECTION 2 (LICENSE
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GRANTS), SECTION 3 (LICENSE LIMITATIONS AND RESTRICTIONS), SECTION 17 (CONFIDENTIAL
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INFORMATION), OR CLAIMS UNDER SECTION 11(INDEMNITY), IN NO EVENT WILL EITHER PARTY BE
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LIABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY INCIDENTAL, SPECIAL, INDIRECT,
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CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS
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OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR
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REVENUES, TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. NXP'S TOTAL LIABILITY FOR ALL
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COSTS, DAMAGES, CLAIMS, OR LOSSES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS
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AGREEMENT OR PRODUCT(S) SUPPLIED UNDER THIS AGREEMENT IS LIMITED TO THE AGGREGATE
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AMOUNT PAID BY YOU TO NXP IN CONNECTION WITH THE LICENSED SOFTWARE TO WHICH LOSSES OR
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DAMAGES ARE CLAIMED.
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13. EXPORT COMPLIANCE. Each party shall comply with all applicable export and import control laws
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and regulations including but not limited to the US Export Administration Regulations (including
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prohibited party lists issued by other federal governments), Catch-all regulations and all national and
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international embargoes. Each party further agrees that it will not knowingly transfer, divert, export or
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re-export, directly or indirectly, any product, software, including software source code, or technology
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restricted by such regulations or by other applicable national regulations, received from the other party
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under this Agreement, or any direct product of such software or technical data to any person, firm,
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entity, country or destination to which such transfer, diversion, export or re-export is restricted or
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prohibited, without obtaining prior written authorization from the applicable competent government
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authorities to the extent required by those laws.
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14. GOVERNMENT CONTRACT COMPLIANCE
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14.1. If you sell any systems or software you create using the Licensed Software directly to any
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government or public entity, including U.S., state, local, foreign or international governments or public
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entities, or indirectly via a prime contractor or subcontractor of such governments or entities, NXP
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makes no representations, certifications, or warranties whatsoever about compliance with government
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or public entity acquisition statutes or regulations, including, without limitation, statutes or regulations
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that may relate to pricing, quality, origin or content.
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14.2. The Licensed Software has been developed at private expense and is a "Commercial Item" as
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defined in 48 C.F.R. <20>2.101, consisting of "Commercial Computer Software", and/or "Commercial
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Computer Software Documentation," as such terms are used in 48 C.F.R. <20>12.212 (or 48 C.F.R.
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<EFBFBD>227.7202, as applicable) and may only be licensed to or shared with U.S. Government end users in
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object code as specifically authorized by NXP. Any agreement pursuant to which you share the Licensed
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Software will include a provision that reiterates the limitations of this document and requires all sub-
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agreements to similarly contain such limitations.
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15. SAFETY CRITICAL APPLICATIONS
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15.1. In some cases, NXP may promote certain Licensed Software for use in safety-related
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applications. NXP's goal is to educate licensees so that they can design their own end-product solutions
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to meet applicable functional safety standards and requirements. You make the ultimate design
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decisions regarding your products and are solely responsible for compliance with all legal, regulatory,
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safety, and security related requirements concerning your products, regardless of any information or
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support that may be provided by NXP. Accordingly, you will indemnify and hold NXP harmless from any
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claims, liabilities, damages and associated costs and expenses (including attorneys' fees) that NXP may
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incur related to your incorporation of any product in a safety-critical application or system.
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15.2. Only those products that NXP has specifically designated as "Automotive Qualified" are
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designed and intended for use in automotive, military, or aerospace applications or environments. If
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Buyer uses any product that has not been designated as "Automotive Qualified" in an automotive,
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military, or aerospace application or environment, Buyer does so at its own risk.
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15.3. Licensed Software is not intended or authorized for any use in anti-personnel landmines.
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16. CHOICE OF LAW; VENUE. This Agreement will be governed by, construed, and enforced in
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accordance with the laws of The Netherlands, without regard to conflicts of laws principles, will apply to
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all matters relating to this Agreement or the Licensed Software, and you agree that any litigation will be
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subject to the exclusive jurisdiction of the courts of Amsterdam, The Netherlands. The United Nations
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Convention on Contracts for the International Sale of Goods will not apply to this document.
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17. CONFIDENTIAL INFORMATION. You must treat the Licensed Software as confidential
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information and you agree to retain the Licensed Software in confidence perpetually, with respect to
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Licensed Software in source code form (human readable), or for a period of five (5) years from the date
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of termination of this Agreement, with respect to all other parts of the Licensed Software. During this
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period, you may not disclose any part of the Licensed Software to anyone other than employees, or
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subcontractors in accordance with Section 2.5, who have a need to know of the Licensed Software and
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who have executed written agreements obligating them to protect such Licensed Software to at least
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the same degree of care as in this Agreement. You agree to use the same degree of care, but no less
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than a reasonable degree of care, with the Licensed Software as you do with your own confidential
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information. You may disclose Licensed Software to the extent required by a court or under operation of
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law or order provided that you notify NXP of such requirement prior to disclosure, which you only
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disclose information required, and that you allow NXP the opportunity to object to such court or other
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legal body requiring such disclosure.
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18. TRADEMARKS. You are not authorized to use any NXP trademarks, brand names, or logos.
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19 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between you and NXP
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regarding the subject matter of this Agreement, and supersedes all prior communications, negotiations,
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understandings, agreements or representations, either written or oral, if any. This Agreement may only
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be amended in written form, executed by you and NXP.
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20. SEVERABILITY. If any provision of this Agreement is held for any reason to be invalid or
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unenforceable, then the remaining provisions of this Agreement will be unimpaired and, unless a
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modification or replacement of the invalid or unenforceable provision is further held to deprive you or
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NXP of a material benefit, in which case the Agreement will immediately terminate, the invalid or
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unenforceable provision will be replaced with a provision that is valid and enforceable and that comes
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closest to the intention underlying the invalid or unenforceable provision.
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21. NO WAIVER. The waiver by NXP of any breach of any provision of this Agreement will not
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operate or be construed as a waiver of any other or a subsequent breach of the same or a different
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provision.
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22. AUDIT. You will keep full, clear and accurate records with respect to your compliance with the
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limited license rights granted under this Agreement for three years following expiration or termination
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of this Agreement. NXP will have the right, either itself or through an independent certified public
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accountant to examine and audit, at NXP's expense, not more than once a year, and during normal
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business hours, all such records that may bear upon your compliance with the limited license rights
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granted above. You must make prompt adjustment to compensate for any errors and/or omissions
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disclosed by such examination or audit.
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23. NOTICES. All notices and communications under this Agreement will be made in writing,
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and will be effective when received at the following addresses:
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NXP: NXP B.V.
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High Tech Campus 60
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5656 AG Eindhoven
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The Netherlands
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ATTN: Legal Department
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You: The address provided at registration will be used.
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24. RELATIONSHIP OF THE PARTIES. The parties are independent contractors. Nothing in this
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Agreement will be construed to create any partnership, joint venture, or similar relationship. Neither
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party is authorized to bind the other to any obligations with third parties.
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25. SUCCESSION AND ASSIGNMENT. This Agreement will be binding upon and inure to the benefit
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of the parties and their permitted successors and assigns. You may not assign this Agreement, or any
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part of this Agreement, without the prior written approval of NXP, which approval will not be
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unreasonably withheld or delayed. NXP may assign this Agreement, or any part of this Agreement, in its
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sole discretion.
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APPENDIX A
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Other License Grants and Restrictions:
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The Licensed Software may include some or all of the following software, which is either 1) not NXP proprietary
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software or 2) NXP proprietary software subject to different terms than those in the Agreement. If the Software
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Content Register that accompanies the Licensed Software identifies any of the following Third Party Software or
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specific components of the NXP Proprietary Software, the following terms apply to the extent they deviate from
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the terms in the Agreement:
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Third Party Software
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Use Restrictions
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Atheros
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Use of Atheros software is limited to evaluation and demonstration only.
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Permitted distributions must be similarly limited. Further rights must be
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obtained directly from Atheros.
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Future Technology
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Devices International
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Ltd.
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Future Technology Devices International software must be used consistent
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with the terms found here:
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http://www.ftdichip.com/Drivers/FTDriverLicenceTerms.htm
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LineStream
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Technologies
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LineStream Technologies software must be used consistent with the terms found here:
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http://www.linestream.com/eula
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MQX RTOS Source
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Code
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MQX RTOS source code may not be re-distributed by any FSL Licensee under
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any circumstance, even by a signed written amendment to this Agreement.
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Oracle JRE (Java)
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The Oracle JRE must be used consistent with terms found here:
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http://java.com/license
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P&E Micro
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P&E Software must be used consistent with the terms found here:
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http://www.pemicro.com/licenses/gdbserver/license_gdb.pdf
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Segger
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Microcontroller
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Segger software must be used consistent with the terms found here:
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http://www.segger.com/jlink-software.html
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Vivante
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Distribution of Vivante software must be a part of, or embedded within,
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Authorized Systems that include a Vivante Graphics Processing Unit.
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