mcuxpresso-ide/LICENSE
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NXP 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 NXP B.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 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
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. For NXP, the term "Affiliate" means (i) any Person Controlled by NXP Semiconductors N.V. or (ii)
any Person Controlled by any transferee of all or substantially all of the assets of NXP Semiconductors
N.V., where "Controlled" means the direct or indirect beneficial ownership of more than fifty percent
(50%) of the voting stock, or decision-making authority in the event that there is no voting stock, in
another entity; provided, any such Person described in clause (i) or (ii) shall be deemed to be an
"Affiliate" only for so long as such Person is Controlled by NXP Semiconductors N.V. or such transferee.
For the purposes of this definition, "Person" is defined to mean "an individual, corporation, partnership,
limited liability company, association, unincorporated association, trust or other entity or organization,
including a government or political subdivision or an agency or instrumentality thereof."
1.2 "Compilable Software" means the portion of the Licensed Software that is for use on a NXP
Processor, such as an embedded operating system, Processor Expert Components, runtime libraries and
example code.
1.3 "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.
1.4. "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 "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.
1.6 "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. NXP grants to you a personal, non-transferable, non-exclusive, license, under NXP's intellectual
property rights, to use and reproduce the Licensed Software solely in conjunction with the design of
products using, or associated with, a NXP integrated circuit. You may not distribute or sublicense the
Licensed Software to others except as expressly granted in Section 2.2 below.
2.2. NXP grants to you a personal, non-transferable, non-exclusive, license, under NXP's intellectual
property rights to distribute the Compilable Software in object code (machine readable) only. Other
components of the Licensed Software may also be distributed but only if they are explicitly marked in
conjunction with that installed component.
2.3 For Licensed Software provided to you in source code form (human readable), NXP further
grants to you a personal, non-transferable, non-exclusive, license, under NXP's intellectual property
rights to prepare derivative works of the Licensed Software.
2.3.1 Special Source Distribution Rights. NXP grants to you the right to prepare derivative works of
and to distribute Compilable Software, which is explicitly marked with the text "SOURCE DISTRIBUTION
PERMISSIBLE", in source form and only as part of your own software programs that add substantial
value to the Compilable Software. You may only distribute the Compilable Software for execution on a
NXP integrated circuit.
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 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.
2.5. You may use subcontractors on your premises to exercise your rights under Section 2.1, 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.
3.1. The licenses granted above in Section 2 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.
3.3. 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 Licensed Software
except to the extent applicable law specifically prohibits such restriction.
3.4. You must reproduce, and may not alter, any 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 on at least a quarterly basis
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. Title and all intellectual property rights associated with your
modifications to the Licensed Software 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 to any such modifications made by you or your licensor's.
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
herein.
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 as
required by applicable mandatory law.
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, 4
through 25 will survive.
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 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.
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 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) related to (1) your use (including your contractors or licensee'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 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 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 TO WHICH LOSSES OR
DAMAGES ARE CLAIMED.
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 any systems or software you create using the Licensed Software 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. <20>2.101, consisting of "Commercial Computer Software", and/or "Commercial
Computer Software Documentation," as such terms are used in 48 C.F.R. <20>12.212 (or 48 C.F.R.
<EFBFBD>227.7202, as applicable) and may only be licensed to or shared with U.S. Government end users in
object code as specifically authorized by NXP. 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 those products that NXP has specifically designated as "Automotive Qualified" are
designed and intended for use in automotive, military, or aerospace applications or environments. If
Buyer uses any product that has not been designated as "Automotive Qualified" in an automotive,
military, or aerospace application or environment, Buyer does so at its 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 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.
17. CONFIDENTIAL INFORMATION. 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 termination of this Agreement, with respect to all other parts of the Licensed Software. During this
period, you may not disclose any part of the Licensed Software to anyone other than 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 care as in this Agreement. You agree to use the same degree of care, but no less
than a reasonable degree of care, with the Licensed Software as you do with your own confidential
information. You may disclose Licensed Software to the extent required by a court or under operation of
law or order provided that you notify NXP of such requirement prior to disclosure, which you only
disclose 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 trademarks, brand names, or logos.
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, executed 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 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.
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 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.
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: NXP B.V.
High Tech Campus 60
5656 AG Eindhoven
The Netherlands
ATTN: Legal Department
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 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. NXP may assign this Agreement, or any part of this Agreement, in its
sole discretion.
APPENDIX A
Other License Grants and Restrictions:
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:
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.
Future Technology
Devices International
Ltd.
Future Technology Devices International software must be used consistent
with the terms found here:
http://www.ftdichip.com/Drivers/FTDriverLicenceTerms.htm
LineStream
Technologies
LineStream Technologies software must be used consistent with the terms found here:
http://www.linestream.com/eula
MQX RTOS Source
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.
Oracle JRE (Java)
The Oracle JRE must be used consistent with terms found here:
http://java.com/license
P&E Micro
P&E Software must be used consistent with the terms found here:
http://www.pemicro.com/licenses/gdbserver/license_gdb.pdf
Segger
Microcontroller
Segger software must be used consistent with the terms found here:
http://www.segger.com/jlink-software.html
Vivante
Distribution of Vivante software must be a part of, or embedded within,
Authorized Systems that include a Vivante Graphics Processing Unit.