Lines Matching refs:to
6 authority, for yourself or on behalf of your company, to bind your company to
20 of the United States (“NXP”). It concerns your rights to use the software
21 provided to you in binary or source code form and any accompanying written
23 updates or error corrections or documentation relating to the Licensed Software
24 provided to you by NXP under this Agreement. In consideration for NXP allowing
25 you to access the Licensed Software, you are agreeing to be bound by the terms
26 of this Agreement. If you do not agree to all of the terms of this Agreement,
31 continue to be governed by this Agreement. Your prior use will also continue to
34 1.1. "Affiliate" means, with respect to a party, any corporation or
38 interests entitled to vote for the election of directors or other persons
52 including any applications for and the right to apply for, any of the foregoing.
57 Register, in which case this definition is limited to such product.
60 Software, including but not limited to identification of any Third Party
65 and to which different license terms may apply.
72 2.2. Standard License. Subject to the terms and conditions of this
76 (a) to use and reproduce the Licensed Software (and its Derivative Works
79 (b) for Licensed Software provided to you in source code form (human
80 readable), to prepare Derivative Works of the Licensed Software solely for use
82 You may not distribute or sublicense the Licensed Software to others under the
84 You may demonstrate the Licensed Software to your direct customers as part of
86 you and without prior approval by NXP; however, to all other third parties only
88 demonstrating the Licensed Software to specified third parties or at specified
92 Software Content Register, subject to the terms and conditions of this
96 (a) to manufacture (or have manufactured), distribute, and market the
103 (b) to copy and distribute as needed, solely in connection with an
108 2.4 Separate license grants to Third Party Software, or other terms
109 applicable to the Licensed Software if different from those granted in this
112 the Licensed Software, if any, that is subject to the different terms in
114 2.5. You may use subcontractors to exercise your rights under Section
118 subcontractors’ adherence to the terms of this Agreement and for any and all
119 acts and omissions of such subcontractors with respect to this Agreement and
122 3.1. The licenses granted above in Section 2 only extend to NXP
124 Software prior to your preparation of any Derivative Work.
125 3.2. The Licensed Software is licensed to you, not sold. Title to
129 as expressly permitted herein. This Agreement does not grant to you any implied
132 the Licensed Software except to the extent applicable law specifically
135 decompiling, or disassembling the Licensed Software except to the extent
140 3.5. If you distribute the Licensed Software to the United States
142 subject to FAR 52.227-19.
143 3.6. You grant to NXP a non-exclusive, non-transferable, irrevocable,
145 Intellectual Property Rights to use without restriction and for any purpose any
146 suggestion, comment or other feedback related to the Licensed Software
147 (including, but not limited to, error corrections and bug fixes).
148 3.7. You will not take or fail to take any action that could subject
149 the Licensed Software to an Excluded License. An Excluded License means any
151 software subject to the Excluded License, that such software or other software
156 of the Licensed Software to anyone other than NXP. You may advise NXP of any
158 or suggested improvements thereof, and NXP retains the right to use such
164 of the open source software is subject to the terms of each applicable license.
165 You must agree to the terms of each applicable license, or you cannot use the
171 modifications to the Licensed Software, and all intellectual property rights
172 associated with, and title thereto, will be the property of NXP. You agree to
173 assign all, and hereby do assign all rights, title, and interest to any such
174 modifications to the Licensed Software to NXP and agree to provide all
175 assistance reasonably requested by NXP to establish, preserve or enforce such
176 right. Further, you agree to waive all moral rights relating to your
177 modifications to the Licensed Software, including, without limitation, all
180 foregoing, you will have the license rights granted in Section 2 hereto to any
182 Otherwise, you agree to grant an irrevocable, worldwide, and perpetual license
183 to NXP to make, have made, use, sell, offer to sell, import, commercialize,
184 sublicense and reproduce your modifications or derivative works to the Licensed
185 Software without any payment to Licensee. You agree to provide all assistance
186 reasonably requested by NXP to establish, preserve or enforce such right.
187 6. ESSENTIAL PATENTS. NXP has no obligation to identify or obtain any
188 license to any Intellectual Property Right of a third-party that may be
194 to NXP at the address provided below.
197 is effective if the defaulting party fails to correct such default within 30
198 days after written notice thereof by the non-defaulting party to the defaulting
205 dissolution; are dissolved; or are nationalized or become subject to the
211 will provide to NXP a statement certifying the same.
214 8. SUPPORT. NXP is not obligated to provide any support, upgrades or
217 Licensed Software. NXP has no obligation to respond to such a problem report or
218 suggestion. NXP may make changes to the Licensed Software at any time, without
219 any obligation to notify or provide updated versions of the Licensed Software
220 to you.
228 10. INDEMNITY. You agree to fully defend and indemnify NXP from all
230 to (1) your use (including your subcontractor’s or distributee’s use, if
246 export and import control laws and regulations including but not limited to the
255 product of such software or technical data to any person, firm, entity, country
256 or destination to which such transfer, diversion, export or re-export is
258 the applicable competent government authorities to the extent required by those
261 13.1. If you sell Authorized Systems directly to any government or public
267 regulations that may relate to pricing, quality, origin or content.
272 C.F.R. Section 227.7202, as applicable) and may only be licensed to or shared
274 within, Authorized Systems. Any agreement pursuant to which you share the
276 this document and requires all sub-agreements to similarly contain such
281 which failure could lead to death, personal injury, or severe physical or
282 environmental damage (these products and services are referred to as "Critical
283 Applications"). NXP’s goal is to educate customers so that they can design
284 their own end-product solutions to meet applicable functional safety standards
289 assumes all risk related to use of the Licensed Software in Critical
293 expenses (including attorneys’ fees) that NXP may incur related to
296 Licensee agrees that the laws of the State of Texas, USA, without regard to
297 conflicts of laws principles, will apply to all matters relating to this
299 subject to the exclusive jurisdiction of the state or federal courts in Austin,
301 Licensee agrees that the laws of The Netherlands, without regard to conflicts
302 of laws principles, will apply to all matters relating to this Agreement or the
303 Software, and Licensee agrees that any litigation will be subject to the
305 Notwithstanding the foregoing, NXP will always be permitted to bring any action
308 will not apply to this document.
309 16. CONFIDENTIAL INFORMATION. Subject to the license grants and
311 confidential information and you agree to retain the Licensed Software in
313 to anyone other than distributees in accordance with Section 2.3 and employees,
314 or subcontractors in accordance with Section 2.5, who have a need to know of
316 to protect such Licensed Software to at least the same degree of
317 confidentiality as in this Agreement. You agree to use the same degree of care,
320 to the extent required by a court or under operation of law or order provided
321 that you notify NXP of such requirement prior to disclosure, which you only
323 opportunity to object to such court or other legal body requiring such
325 17. TRADEMARKS. You are not authorized to use any NXP trademarks, brand
333 reason to be invalid or unenforceable, then the remaining provisions of this
335 invalid or unenforceable provision is further held to deprive you or NXP of a
338 valid and enforceable and that comes closest to the intention underlying the
344 to your compliance with the limited license rights granted under this Agreement
347 accountant to examine and audit, at NXP’s expense, not more than once a year,
350 adjustment to compensate for any errors and/or omissions disclosed by such
366 contractors. Nothing in this Agreement will be construed to create any
368 authorized to bind the other to any obligations with third parties.
370 inure to the benefit of the parties and their permitted successors and assigns.
375 25. PRIVACY. By agreeing to this Agreement and/or utilizing the Licensed
376 Software, Licensee consents to use of certain personal information, including
377 but not limited to name, email address, and location, for the purpose of
387 is either 1) Third Party Software or 2) NXP proprietary software subject to
391 following terms apply to the extent they deviate from the terms in the
396 subject to the following: (i) use of AGGIOS software is limited to object code
398 software to any third party; (iii) Licensee is only granted an evaluation
399 license for the Seed software, defined as license to use the Seed software
400 internally for own evaluation purposes, limited to three (3) months. Further
401 rights including but not limited to production deployment must be obtained
405 Licensee may not sublicense the Airbiquity software to any third party.
406 Licensee’s license to use the Airbiquity software expires on June 30, 2024.
415 beneficiary to this Agreement with respect to the Amazon software.
417 Amazon Web Services, Inc.: AWS is an intended third-party beneficiary to this
418 Agreement with respect to the Greengrass software. If you have an account with
422 AWS provides. The license to the Greengrass software will immediately terminate
423 without notice if you (a) fail to comply with this Agreement or any other
424 agreement with AWS, (b) fail to make timely payment for any AWS service, (c)
425 fail to implement AWS updates, or (d) bring any action for intellectual
427 Any dispute or claim relating to your use of the Greengrass software will be
438 documentation is restricted to current Apple MFi licensees in accordance with
441 Aquantia Corp.: You may use Aquantia's API binaries solely to flash the API
442 software to an NXP Product which mates with an Aquantia device.
448 decompile or dissemble any ARM Toolkit. You agree to abide by any third-party
453 liability related to your use of the ARM Toolkit.
455 Atheros: Use of Atheros software is limited to evaluation and demonstration
464 Licensed Software, examples and related documentation is subject to the
466 (1) Use of Software is limited to Authorized System only
472 to Authorized Systems that incorporate a compatible integrated circuit device
475 Cadence Design Systems: Use of Cadence audio codec software is limited to
477 herein to the Cadence Design Systems HiFi aacPlus Audio Decoder software does
478 not include a license to the AAC family of technologies which you or your
479 customer may need to obtain. Configuration tool outputs may only be distributed
480 by licensees of the relevant Cadence SDK and distribution is limited to
482 NatureDSP Libraries whether in source code or in binary is restricted to NXP
492 Cirque Corporation: Use of Cirque Corporation technology is limited to
495 limited to ANY commercial distribution rights, must be obtained directly from
498 Coding Technologies (Dolby Labs): Use of CTS software is limited to evaluation
502 Coremark: Use of the Coremark benchmarking software is subject to the
506 CSR: Use of Cambridge Silicon Radio, Inc. ("CSR") software is limited to
510 Crank: Use of Crank Software Inc. software is limited to evaluation and
521 evaluation license for the EB software, defined as license to use the EB
522 software internally for own evaluation purposes, limited to three (3) months.
527 to the acceptance of the license conditions described in the LICENSE.INFO file
536 Fenopix. License to the CanvasJS software will terminate immediately without
537 notice if Licensee fail to comply with any provision of this Agreement.
548 limited to evaluation and demonstration only. Permitted distributions must be
551 IAR Systems: Use of IAR flashloader or any IAR source code is subject to the
553 Source License applies to linker command files, example projects unless another
558 TS 103 634 V1.3.1, is subject to ETSI Intellectual Property Rights Policy, See
564 of the Lumissil Software License Agreement. A link to the agreement is
574 Agreement with authority to enforce its rights in the Run-Time Software and
579 to the terms of your license with Microsoft (the "Microsoft Underlying Licensed
580 Software") and as such, NXP grants no license to you, beyond evaluation and
585 provided to you through this Agreement. If you have any questions or require
587 party beneficiary to this Agreement with the right to enforce the terms of this
596 respect to the Microsoft PlayReady software, you will have the license rights
603 format, Licensee may make modifications and create derivative works only to the
607 White Balance) software is limited to demonstration, testing, and evaluation
611 MPEG LA: Use of MPEG LA audio or video codec technology is limited to
616 Licensee under any circumstance, even by a signed written amendment to this
619 NXP Voice Software: VoiceSpot, VoiceSeeker (including AEC), VIT Speech to
621 Any commercial distribution rights are subject to a separate royalty agreement
624 NXP Wireless Charging Library: License to the Software is limited to use in
644 licensors names, logos or trademarks to market the Authorized System. Only NXP
645 customers and distributors are permitted to further redistribute the Pro Design
657 to applications in the automotive market. Licensee must be a final
672 develop, market, and/or license products similar to such RivieraWaves
677 SanDisk Corporation ("SanDisk"), you must separately obtain the rights to
679 Please follow these easy steps to obtain the license and software:
680 (1) Contact your local SanDisk sales representative to obtain the SanDisk
682 (2) Sign the license agreement. Fax the signed agreement to SanDisk USA
685 (3) If you have specific questions, please send an email to sales@sandisk.com
689 all rights to any modifications or derivative works to the SanDisk Corporation
706 documentation is subject to the following:
709 respect to their intellectual property and proprietary information.
710 (2) Your distribution of the Licensed Software shall subject any recipient to a
715 Technologies Licensed Software and related documentation is subject to the
717 (1) Duration of the license for the Licensed Software is limited to 12 months,
721 (3) Licensed Software and documentation are to be used only on a designated
726 T2 Labs / T2 Software: As a condition to the grant of any license under this
729 applicable to the licensed software and documentation and its use which may
733 The license grant under this Agreement is conditional to you being (i) a
735 software are made public to Bluetooth SIG members of any level and (ii)
740 modifications and create derivative works only to the extent necessary for
748 TARA Systems: Use of TARA Systems GUI technology Embedded Wizard is limited to
758 is restricted to NXP SoC based systems that include a compatible connectivity
763 for demonstration to third parties in integrated form on a board package
765 TES software. Your license to the TES software may be terminated at any time