1LA_OPT_NXP_Software_License v56 April 2024 2IMPORTANT. Read the following NXP Software License Agreement ("Agreement") 3completely. By selecting the "I Accept" button at the end of this page, or by 4downloading, installing, or using the Licensed Software, you indicate that you 5accept the terms of the Agreement, and you acknowledge that you have the 6authority, for yourself or on behalf of your company, to bind your company to 7these terms. You may then download or install the file. In the event of a 8conflict between the terms of this Agreement and any license terms and 9conditions for NXP’s proprietary software embedded anywhere in the Licensed 10Software file, the terms of this Agreement shall control. If a separate 11license agreement for the Licensed Software has been signed by you and NXP, 12then that agreement shall govern your use of the Licensed Software and shall 13supersede this Agreement. 14 15NXP SOFTWARE LICENSE AGREEMENT 16This is a legal agreement between your employer, of which you are an authorized 17representative, or, if you have no employer, you as an individual ("you" or 18"Licensee"), and and NXP USA, Inc., if Licensee is located within the United 19States or NXP Semiconductors Netherlands B.V., if Licensee if located outside 20of the United States (“NXP”). It concerns your rights to use the software 21provided to you in binary or source code form and any accompanying written 22materials (the "Licensed Software"). The Licensed Software may include any 23updates or error corrections or documentation relating to the Licensed Software 24provided to you by NXP under this Agreement. In consideration for NXP allowing 25you to access the Licensed Software, you are agreeing to be bound by the terms 26of this Agreement. If you do not agree to all of the terms of this Agreement, 27do not download or install the Licensed Software. If you change your mind 28later, stop using the Licensed Software and delete all copies of the Licensed 29Software in your possession or control. Any copies of the Licensed Software 30that you have already distributed, where permitted, and do not destroy will 31continue to be governed by this Agreement. Your prior use will also continue to 32be governed by this Agreement. 331. DEFINITIONS 341.1. "Affiliate" means, with respect to a party, any corporation or 35other legal entity that now or hereafter Controls, is Controlled by or is under 36common Control with such party; where "Control" means the direct or indirect 37ownership of greater than fifty percent (50%) of the shares or similar 38interests entitled to vote for the election of directors or other persons 39performing similar functions. An entity is considered an Affiliate only so long 40as such Control exists. 411.2 "Authorized System" means either (i) Licensee’s hardware product 42which incorporates an NXP Product or (ii) Licensee’s software program which 43is used exclusively in connection with an NXP Product and with which the 44Licensed Software will be integrated. 451.3. "Derivative Work" means a work based upon one or more pre-existing 46works. A work consisting of editorial revisions, annotations, elaborations, or 47other modifications which, as a whole, represent an original work of 48authorship, is a Derivative Work. 491.4 "Intellectual Property Rights" means any and all rights under statute, 50common law or equity in and under copyrights, trade secrets, and patents 51(including utility models), and analogous rights throughout the world, 52including any applications for and the right to apply for, any of the foregoing. 531.5 "NXP Product" means a hardware product (e.g. a microprocessor, 54microcontroller, sensor or digital signal processor) and/or services (e.g. 55cloud platform services) supplied directly or indirectly from NXP or an NXP 56Affiliate, unless there is a product specified in the Software Content 57Register, in which case this definition is limited to such product. 581.6 "Software Content Register" means the documentation which may 59accompany the Licensed Software which identifies the contents of the Licensed 60Software, including but not limited to identification of any Third Party 61Software, if any, and may also contain other related information as whether the 62license in 2.3 is applicable. 631.7 "Third Party Software" means, any software included in the Licensed 64Software that is not NXP proprietary software, and is not open source software, 65and to which different license terms may apply. 662. LICENSE GRANT. 672.1. If you are not expressly granted the distribution license in 68Section 2.3 in the Software Content Register, then you are only granted the 69rights in Section 2.2 and not in 2.3. If you are expressly granted the 70distribution license in Section 2.3 in the Software Content Register, then you 71are granted the rights in both Section 2.2 and 2.3. 722.2. Standard License. Subject to the terms and conditions of this 73Agreement, NXP grants you a worldwide, personal, non-transferable, 74non-exclusive, non-sublicensable license, solely for the development of an 75Authorized System: 76(a) to use and reproduce the Licensed Software (and its Derivative Works 77prepared under the license in Section 2.2(b)) solely in combination with a NXP 78Product; and 79(b) for Licensed Software provided to you in source code form (human 80readable), to prepare Derivative Works of the Licensed Software solely for use 81in combination with a NXP Product. 82You may not distribute or sublicense the Licensed Software to others under the 83license granted in this Section 2.2. 84You may demonstrate the Licensed Software to your direct customers as part of 85an Authorized System so long as such demonstration is directly controlled by 86you and without prior approval by NXP; however, to all other third parties only 87if NXP has provided its advance, written approval (e.g. email approval) of your 88demonstrating the Licensed Software to specified third parties or at specified 89event(s). You may not leave the Licensed Software with a direct customer or 90any other third party at any time. 912.3. Additional Distribution License. If expressly authorized in the 92Software Content Register, subject to the terms and conditions of this 93Agreement, NXP grants you a worldwide, personal, non-transferable, 94non-exclusive, non-sublicensable license solely in connection with your 95manufacturing and distribution of an Authorized System: 96(a) to manufacture (or have manufactured), distribute, and market the 97Licensed Software (and its Derivative Works prepared under the license in 982.2(b)) in object code (machine readable format) only as part of, or embedded 99within, Authorized Systems and not on a standalone basis solely for use in 100combination with a NXP Product. Notwithstanding the foregoing, those files 101marked as .h files ("Header files") may be distributed in source or object code 102form, but only as part of, or embedded within Authorized Systems; and 103(b) to copy and distribute as needed, solely in connection with an 104Authorized System and for use in combination with a NXP Product, 105non-confidential NXP information provided as part of the Licensed Software for 106the purpose of maintaining and supporting Authorized Systems with which the 107Licensed Software is integrated. 1082.4 Separate license grants to Third Party Software, or other terms 109applicable to the Licensed Software if different from those granted in this 110Section 2, are contained in Appendix A. The Licensed Software may be 111accompanied by a Software Content Register which will identify that portion of 112the Licensed Software, if any, that is subject to the different terms in 113Appendix A. 1142.5. You may use subcontractors to exercise your rights under Section 1152.2 and Section 2.3, if any, so long as you have an agreement in place with the 116subcontractor containing confidentiality restrictions no less stringent than 117those contained in this Agreement. You will remain liable for your 118subcontractors’ adherence to the terms of this Agreement and for any and all 119acts and omissions of such subcontractors with respect to this Agreement and 120the Licensed Software. 1213. LICENSE LIMITATIONS AND RESTRICTIONS. 1223.1. The licenses granted above in Section 2 only extend to NXP 123Intellectual Property Rights that would be infringed by the unmodified Licensed 124Software prior to your preparation of any Derivative Work. 1253.2. The Licensed Software is licensed to you, not sold. Title to 126Licensed Software delivered hereunder remains vested in NXP or NXP’s licensor 127and cannot be assigned or transferred. You are expressly forbidden from selling 128or otherwise distributing the Licensed Software, or any portion thereof, except 129as expressly permitted herein. This Agreement does not grant to you any implied 130rights under any NXP or third party Intellectual Property Rights. 1313.3. You may not translate, reverse engineer, decompile, or disassemble 132the Licensed Software except to the extent applicable law specifically 133prohibits such restriction. You must prohibit your subcontractors or customers 134(if distribution is permitted) from translating, reverse engineering, 135decompiling, or disassembling the Licensed Software except to the extent 136applicable law specifically prohibits such restriction. 1373.4. You must reproduce any and all of NXP’s (or its third-party 138licensor’s) copyright notices and other proprietary legends on copies of 139Licensed Software. 1403.5. If you distribute the Licensed Software to the United States 141Government, then the Licensed Software is "restricted computer software" and is 142subject to FAR 52.227-19. 1433.6. You grant to NXP a non-exclusive, non-transferable, irrevocable, 144perpetual, worldwide, royalty-free, sub-licensable license under your 145Intellectual Property Rights to use without restriction and for any purpose any 146suggestion, comment or other feedback related to the Licensed Software 147(including, but not limited to, error corrections and bug fixes). 1483.7. You will not take or fail to take any action that could subject 149the Licensed Software to an Excluded License. An Excluded License means any 150license that requires, as a condition of use, modification or distribution of 151software subject to the Excluded License, that such software or other software 152combined and/or distributed with the software be (i) disclosed or distributed 153in source code form; (ii) licensed for the purpose of making Derivative Works; 154or (iii) redistributable at no charge. 1553.8. You may not publish or distribute reports associated with the use 156of the Licensed Software to anyone other than NXP. You may advise NXP of any 157results obtained from your use of the Licensed Software, including any problems 158or suggested improvements thereof, and NXP retains the right to use such 159results and related information in any manner it deems appropriate. 1604. OPEN SOURCE. Open source software included in the Licensed 161Software is not licensed under the terms of this Agreement but is instead 162licensed under the terms of the applicable open source license(s), such as the 163BSD License, Apache License or the GNU Lesser General Public License. Your use 164of the open source software is subject to the terms of each applicable license. 165You must agree to the terms of each applicable license, or you cannot use the 166open source software. 1675. INTELLECTUAL PROPERTY RIGHTS. 168Upon request, you must provide NXP the source code of any derivative of the 169Licensed Software. 170Unless prohibited by law, the following paragraph shall apply. Your 171modifications to the Licensed Software, and all intellectual property rights 172associated with, and title thereto, will be the property of NXP. You agree to 173assign all, and hereby do assign all rights, title, and interest to any such 174modifications to the Licensed Software to NXP and agree to provide all 175assistance reasonably requested by NXP to establish, preserve or enforce such 176right. Further, you agree to waive all moral rights relating to your 177modifications to the Licensed Software, including, without limitation, all 178rights of identification of authorship and all rights of approval, restriction, 179or limitation on use or subsequent modification. Notwithstanding the 180foregoing, you will have the license rights granted in Section 2 hereto to any 181such modifications made by you or your licensees. 182Otherwise, you agree to grant an irrevocable, worldwide, and perpetual license 183to NXP to make, have made, use, sell, offer to sell, import, commercialize, 184sublicense and reproduce your modifications or derivative works to the Licensed 185Software without any payment to Licensee. You agree to provide all assistance 186reasonably requested by NXP to establish, preserve or enforce such right. 1876. ESSENTIAL PATENTS. NXP has no obligation to identify or obtain any 188license to any Intellectual Property Right of a third-party that may be 189necessary for use in connection with technology that is incorporated into the 190Authorized System (whether or not as part of the Licensed Software). 1917. TERM AND TERMINATION. This Agreement will remain in effect unless 192terminated as provided in this Section. 1937.1. You may terminate this Agreement immediately upon written notice 194to NXP at the address provided below. 1957.2. Either party may terminate this Agreement if the other party is in 196default of any of the terms and conditions of this Agreement, and termination 197is effective if the defaulting party fails to correct such default within 30 198days after written notice thereof by the non-defaulting party to the defaulting 199party at the address below. 2007.3. Notwithstanding the foregoing, NXP may terminate this Agreement 201immediately upon written notice if you: breach any of your confidentiality 202obligations or the license restrictions under this Agreement; become bankrupt, 203insolvent, or file a petition for bankruptcy or insolvency; make an assignment 204for the benefit of its creditors; enter proceedings for winding up or 205dissolution; are dissolved; or are nationalized or become subject to the 206expropriation of all or substantially all of your business or assets. 2077.4. Upon termination of this Agreement, all licenses granted under 208Section 2 will expire. 2097.5. After termination of this Agreement by either party you will 210destroy all parts of Licensed Software and its Derivative Works (if any) and 211will provide to NXP a statement certifying the same. 2127.6. Notwithstanding the termination of this Agreement for any reason, 213the terms of Sections 1 and 3 through 24 will survive. 2148. SUPPORT. NXP is not obligated to provide any support, upgrades or 215new releases of the Licensed Software under this Agreement. If you wish, you 216may contact NXP and report problems and provide suggestions regarding the 217Licensed Software. NXP has no obligation to respond to such a problem report or 218suggestion. NXP may make changes to the Licensed Software at any time, without 219any obligation to notify or provide updated versions of the Licensed Software 220to you. 2219. NO WARRANTY. To the maximum extent permitted by law, NXP expressly 222disclaims any warranty for the Licensed Software. The Licensed Software is 223provided "AS IS", without warranty of any kind, either express or implied, 224including without limitation the implied warranties of merchantability, fitness 225for a particular purpose, or non-infringement. You assume the entire risk 226arising out of the use or performance of the licensed software, or any systems 227you design using the licensed software (if any). 22810. INDEMNITY. You agree to fully defend and indemnify NXP from all 229claims, liabilities, and costs (including reasonable attorney’s fees) related 230to (1) your use (including your subcontractor’s or distributee’s use, if 231permitted) of the Licensed Software or (2) your violation of the terms and 232conditions of this Agreement. 23311. LIMITATION OF LIABILITY. EXCLUDING LIABILITY FOR A BREACH OF 234SECTION 2 (LICENSE GRANTS), SECTION 3 (LICENSE LIMITATIONS AND RESTRICTIONS), 235SECTION 16 (CONFIDENTIAL INFORMATION), OR CLAIMS UNDER SECTION 10 (INDEMNITY), 236IN NO EVENT WILL EITHER PARTY BE LIABLE, WHETHER IN CONTRACT, TORT, OR 237OTHERWISE, FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE 238DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF 239TIME, INCONVENIENCE, COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES, TO 240THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. NXP’S TOTAL LIABILITY FOR ALL 241COSTS, DAMAGES, CLAIMS, OR LOSSES WHATSOEVER ARISING OUT OF OR IN CONNECTION 242WITH THIS AGREEMENT OR PRODUCT(S) SUPPLIED UNDER THIS AGREEMENT IS LIMITED TO 243THE AGGREGATE AMOUNT PAID BY YOU TO NXP IN CONNECTION WITH THE LICENSED 244SOFTWARE PROVIDED UNDER THIS AGREEMENT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. 24512. EXPORT COMPLIANCE. Each party shall comply with all applicable 246export and import control laws and regulations including but not limited to the 247US Export Administration Regulation (including restrictions on certain military 248end uses and military end users as specified in Section 15 C.F.R. § 744.21 and 249prohibited party lists issued by other federal governments), Catch-all 250regulations and all national and international embargoes. Each party further 251agrees that it will not knowingly transfer, divert, export or re-export, 252directly or indirectly, any product, software, including software source code, 253or technology restricted by such regulations or by other applicable national 254regulations, received from the other party under this Agreement, or any direct 255product of such software or technical data to any person, firm, entity, country 256or destination to which such transfer, diversion, export or re-export is 257restricted or prohibited, without obtaining prior written authorization from 258the applicable competent government authorities to the extent required by those 259laws. 26013. GOVERNMENT CONTRACT COMPLIANCE 26113.1. If you sell Authorized Systems directly to any government or public 262entity, including U.S., state, local, foreign or international governments or 263public entities, or indirectly via a prime contractor or subcontractor of such 264governments or entities, NXP makes no representations, certifications, or 265warranties whatsoever about compliance with government or public entity 266acquisition statutes or regulations, including, without limitation, statutes or 267regulations that may relate to pricing, quality, origin or content. 26813.2. The Licensed Software has been developed at private expense and is a 269"Commercial Item" as defined in 48 C.F.R. Section 2.101, consisting of 270"Commercial Computer Software", and/or "Commercial Computer Software 271Documentation," as such terms are used in 48 C.F.R. Section 12.212 (or 48 272C.F.R. Section 227.7202, as applicable) and may only be licensed to or shared 273with U.S. Government end users in object code form as part of, or embedded 274within, Authorized Systems. Any agreement pursuant to which you share the 275Licensed Software will include a provision that reiterates the limitations of 276this document and requires all sub-agreements to similarly contain such 277limitations. 27814. CRITICAL APPLICATIONS. In some cases, NXP may promote certain 279software for use in the development of, or for incorporation into, products or 280services (a) used in applications requiring fail-safe performance or (b) in 281which failure could lead to death, personal injury, or severe physical or 282environmental damage (these products and services are referred to as "Critical 283Applications"). NXP’s goal is to educate customers so that they can design 284their own end-product solutions to meet applicable functional safety standards 285and requirements. Licensee makes the ultimate design decisions regarding its 286products and is solely responsible for compliance with all legal, regulatory, 287safety, and security related requirements concerning its products, regardless 288of any information or support that may be provided by NXP. As such, Licensee 289assumes all risk related to use of the Licensed Software in Critical 290Applications and NXP SHALL NOT BE LIABLE FOR ANY SUCH USE IN CRITICAL 291APPLICATIONS BY LICENSEE. Accordingly, Licensee will indemnify and hold NXP 292harmless from any claims, liabilities, damages and associated costs and 293expenses (including attorneys’ fees) that NXP may incur related to 294Licensee’s incorporation of the Licensed Software in a Critical Application. 29515. CHOICE OF LAW; VENUE. When Software is licensed by NXP USA, Inc., 296Licensee agrees that the laws of the State of Texas, USA, without regard to 297conflicts of laws principles, will apply to all matters relating to this 298Agreement or the Software, and Licensee agrees that any litigation will be 299subject to the exclusive jurisdiction of the state or federal courts in Austin, 300Texas, USA.. When Software is licensed by NXP Semiconductors Netherlands B.V., 301Licensee agrees that the laws of The Netherlands, without regard to conflicts 302of laws principles, will apply to all matters relating to this Agreement or the 303Software, and Licensee agrees that any litigation will be subject to the 304exclusive jurisdiction of the courts in Amsterdam, The Netherlands. 305Notwithstanding the foregoing, NXP will always be permitted to bring any action 306or proceedings against Licensee in any other court of competent jurisdiction. 307The United Nations Convention on Contracts for the International Sale of Goods 308will not apply to this document. 30916. CONFIDENTIAL INFORMATION. Subject to the license grants and 310restrictions contained herein, you must treat the Licensed Software as 311confidential information and you agree to retain the Licensed Software in 312confidence perpetually. You may not disclose any part of the Licensed Software 313to anyone other than distributees in accordance with Section 2.3 and employees, 314or subcontractors in accordance with Section 2.5, who have a need to know of 315the Licensed Software and who have executed written agreements obligating them 316to protect such Licensed Software to at least the same degree of 317confidentiality as in this Agreement. You agree to use the same degree of care, 318but no less than a reasonable degree of care, with the Licensed Software as you 319do with your own confidential information. You may disclose Licensed Software 320to the extent required by a court or under operation of law or order provided 321that you notify NXP of such requirement prior to disclosure, which you only 322disclose the minimum of the required information, and that you allow NXP the 323opportunity to object to such court or other legal body requiring such 324disclosure. 32517. TRADEMARKS. You are not authorized to use any NXP trademarks, brand 326names, or logos. 32718. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement 328between you and NXP regarding the subject matter of this Agreement, and 329supersedes all prior communications, negotiations, understandings, agreements 330or representations, either written or oral, if any. This Agreement may only be 331amended in written form, signed by you and NXP. 33219. SEVERABILITY. If any provision of this Agreement is held for any 333reason to be invalid or unenforceable, then the remaining provisions of this 334Agreement will be unimpaired and, unless a modification or replacement of the 335invalid or unenforceable provision is further held to deprive you or NXP of a 336material benefit, in which case the Agreement will immediately terminate, the 337invalid or unenforceable provision will be replaced with a provision that is 338valid and enforceable and that comes closest to the intention underlying the 339invalid or unenforceable provision. 34020. NO WAIVER. The waiver by NXP of any breach of any provision of this 341Agreement will not operate or be construed as a waiver of any other or a 342subsequent breach of the same or a different provision. 34321. AUDIT. You will keep full, clear and accurate records with respect 344to your compliance with the limited license rights granted under this Agreement 345for three years following expiration or termination of this Agreement. NXP will 346have the right, either itself or through an independent certified public 347accountant to examine and audit, at NXP’s expense, not more than once a year, 348and during normal business hours, all such records that may bear upon your 349compliance with the limited license rights granted above. You must make prompt 350adjustment to compensate for any errors and/or omissions disclosed by such 351examination or audit. 35222. NOTICES. All notices and communications under this 353Agreement will be made in writing, and will be effective when received at the 354following addresses: 355NXP: 356NXP B.V. 357High Tech Campus 60 3585656 AG Eindhoven 359The Netherlands 360ATTN: Legal Department 361 362You: 363The address provided at registration will be used. 364 36523. RELATIONSHIP OF THE PARTIES. The parties are independent 366contractors. Nothing in this Agreement will be construed to create any 367partnership, joint venture, or similar relationship. Neither party is 368authorized to bind the other to any obligations with third parties. 36924. SUCCESSION AND ASSIGNMENT. This Agreement will be binding upon and 370inure to the benefit of the parties and their permitted successors and assigns. 371 You may not assign this Agreement, or any part of this Agreement, without the 372prior written approval of NXP, which approval will not be unreasonably withheld 373or delayed. NXP may assign this Agreement, or any part of this Agreement, in 374its sole discretion. 37525. PRIVACY. By agreeing to this Agreement and/or utilizing the Licensed 376Software, Licensee consents to use of certain personal information, including 377but not limited to name, email address, and location, for the purpose of 378NXP’s internal analysis regarding future software offerings. NXP’s 379complete Privacy Statement can be found at: 380https://www.nxp.com/company/our-company/about-nxp/privacy-statement:PRIVACYPRACT 381ICES. 382 383APPENDIX A 384Other License Grants and Restrictions: 385 386The Licensed Software may include some or all of the following software, which 387is either 1) Third Party Software or 2) NXP proprietary software subject to 388different terms than those in the Agreement. If the Software Content Register 389that accompanies the Licensed Software identifies any of the following Third 390Party Software or specific components of the NXP proprietary software, the 391following terms apply to the extent they deviate from the terms in the 392Agreement: 393 394AGGIOS, Inc.: EnergyLab LITE and Seed software are distributed by NXP under 395license from AGGIOS, Inc. Your use of AGGIOS software, as the Licensee, is 396subject to the following: (i) use of AGGIOS software is limited to object code 397and Authorized System only; (ii) Licensee may not sublicense the AGGIOS 398software to any third party; (iii) Licensee is only granted an evaluation 399license for the Seed software, defined as license to use the Seed software 400internally for own evaluation purposes, limited to three (3) months. Further 401rights including but not limited to production deployment must be obtained 402directly from AGGIOS, Inc. 403 404Airbiquity Inc.: The Airbiquity software may only be used in object code and 405Licensee may not sublicense the Airbiquity software to any third party. 406Licensee’s license to use the Airbiquity software expires on June 30, 2024. 407 408Amazon: Use of the Amazon software constitutes your acceptance of the terms of 409the Amazon Program Materials License Agreement (including the AVS Component 410Schedule, if applicable), located at 411https://developer.amazon.com/support/legal/pml. All Amazon software is hereby 412designated "Amazon confidential". With the exception of the binary library of 413the Amazon Wake Word Engine for "Alexa", all Amazon software is also hereby 414designated as "Restricted Program Materials". Amazon is a third-party 415beneficiary to this Agreement with respect to the Amazon software. 416 417Amazon Web Services, Inc.: AWS is an intended third-party beneficiary to this 418Agreement with respect to the Greengrass software. If you have an account with 419AWS that is not in good standing, you may not download, install, use or 420distribute the Greengrass software. You will comply with all instructions and 421requirements in any integration documents, guidelines, or other documentation 422AWS provides. The license to the Greengrass software will immediately terminate 423without notice if you (a) fail to comply with this Agreement or any other 424agreement with AWS, (b) fail to make timely payment for any AWS service, (c) 425fail to implement AWS updates, or (d) bring any action for intellectual 426property infringement against AWS or any AWS customer utilizing AWS services. 427Any dispute or claim relating to your use of the Greengrass software will be 428resolved by binding arbitration, rather than in court, except that you may 429assert claims in small claims court if your claims qualify. 430 431Amazon: AWS Fleetwise software must be used consistent with the terms found 432here: https://github.com/aws/aws-iot-fleetwise-edge/blob/main/LICENSE. 433 434Amphion Semiconductor Ltd.: Distribution of Amphion software must be a part of, 435or embedded within, Authorized Systems that include an Amphion Video Decoder. 436 437Apple MFi Software Development Kit: Use of Apple MFi Software and associated 438documentation is restricted to current Apple MFi licensees in accordance with 439the terms of their own valid and in-effect license from Apple. 440 441Aquantia Corp.: You may use Aquantia's API binaries solely to flash the API 442software to an NXP Product which mates with an Aquantia device. 443 444Argus Cyber Security: The Argus software may only be used in object code and 445only for evaluation and demonstration purposes. 446 447Arm Toolkit: This tool is owned by Arm Limited. You may not reverse engineer, 448decompile or dissemble any ARM Toolkit. You agree to abide by any third-party 449IP requirements, including the relevant license terms where applicable, where 450such third-party IP is identified in the documentation provided with the ARM 451Toolkit. You may not copy the Arm Toolkit except solely for archival and backup 452purposes provided all notices are preserved. Arm disclaims any and all 453liability related to your use of the ARM Toolkit. 454 455Atheros: Use of Atheros software is limited to evaluation and demonstration 456only. Permitted distributions must be similarly limited. Further rights must 457be obtained directly from Atheros. 458 459ATI (AMD): Distribution of ATI software must be a part of, or embedded within, 460Authorized Systems that include a ATI graphics processor core. 461 462Au-Zone Technologies: eIQ Portal, Model Tool, DeepViewRT and ModelRunner are 463distributed by NXP under license from Au-Zone Technologies. Your use of the 464Licensed Software, examples and related documentation is subject to the 465following: 466(1) Use of Software is limited to Authorized System only 467(2) In no event may Licensee Sublicense the Software 468(3) AU-ZONE TECHNOLOGIES SHALL NOT BE LIABLE FOR USE OF LICENSED 469SOFTWARE IN CRITICAL APPLICATIONS BY LICENSEE 470 471Broadcom Corporation: Your use of Broadcom Corporation software is restricted 472to Authorized Systems that incorporate a compatible integrated circuit device 473manufactured or sold by Broadcom. 474 475Cadence Design Systems: Use of Cadence audio codec software is limited to 476distribution only of one copy per single NXP Product. The license granted 477herein to the Cadence Design Systems HiFi aacPlus Audio Decoder software does 478not include a license to the AAC family of technologies which you or your 479customer may need to obtain. Configuration tool outputs may only be distributed 480by licensees of the relevant Cadence SDK and distribution is limited to 481distribution of one copy embedded in a single NXP Product. Your use of Cadence 482NatureDSP Libraries whether in source code or in binary is restricted to NXP 483SoC based systems or emulation enablement based on NXP SoC. 484 485CEVA D.S.P. Ltd. And CEVA Technologies Inc. ("CEVA"): The CEVA-SPF2 linear 486algebra, CEVA-SPF2 Neural Network Libraries, CEVA-SPF2 Core Libraries, 487CEVA-SPF2 OpenAMP and CEVA-SPF2 STL licensed modules are owned by CEVA and such 488materials may only be used in connection with an NXP product containing the 489S250 or S125 integrated circuits, whether or not the CEVA-SPF2 Core is 490physically implemented and/or enabled on such NXP product 491 492Cirque Corporation: Use of Cirque Corporation technology is limited to 493evaluation, demonstration, or certification testing only. Permitted 494distributions must be similarly limited. Further rights, including but not 495limited to ANY commercial distribution rights, must be obtained directly from 496Cirque Corporation. 497 498Coding Technologies (Dolby Labs): Use of CTS software is limited to evaluation 499and demonstration only. Permitted distributions must be similarly limited. 500Further rights must be obtained from Dolby Laboratories. 501 502Coremark: Use of the Coremark benchmarking software is subject to the 503following terms and conditions: 504https://github.com/eembc/coremark/blob/main/LICENSE.md 505 506CSR: Use of Cambridge Silicon Radio, Inc. ("CSR") software is limited to 507evaluation and demonstration only. Permitted distributions must be similarly 508limited. Further rights must be obtained directly from CSR. 509 510Crank: Use of Crank Software Inc. software is limited to evaluation and 511demonstration only. Permitted distributions must be similarly limited. Further 512rights must be obtained directly from Crank Software Inc. 513 514Cypress Semiconductor Corporation: WWD RTOS source code may only be used in 515accordance with the Cypress IOT Community License Agreement obtained directly 516from Cypress Semiconductor Corporation. 517 518Elektrobit Automotive GmbH ("EB"): EB software must be used consistent with the 519EB License Terms and Conditions, Version 1.4 (Dec 2019) found here: 520https://www.elektrobit.com/legal-notice/ . Licensee is only granted an 521evaluation license for the EB software, defined as license to use the EB 522software internally for own evaluation purposes, limited to three (3) months. 523Production deployment of the EB software using this license is prohibited. See 524additionally Section 2.1.1 EB EULA. 525 526Embedded Systems Academy GmbH (EmSA): Any use of Micro CANopen Plus is subject 527to the acceptance of the license conditions described in the LICENSE.INFO file 528distributed with all example projects and in the documentation and the 529additional clause described below. 530Clause 1: Micro CANopen Plus may not be used for any competitive or comparative 531purpose, including the publication of any form of run time or compile time 532metric, without the express permission of EmSA. 533 534Fenopix Technologies Private Limited: Under no circumstances may the CanvasJS 535software product be used in any way that would compete with any product from 536Fenopix. License to the CanvasJS software will terminate immediately without 537notice if Licensee fail to comply with any provision of this Agreement. 538 539Fraunhofer IIS: Fraunhofer MPEG Audio Decoder (Fraunhofer copyright) - If you 540are provided MPEG-H decoding functionality, you understand that NXP will 541provide Fraunhofer your name and contact information. 542 543Future Technology Devices International Ltd.: Future Technology Devices 544International software must be used consistent with the terms found here: 545http://www.ftdichip.com/Drivers/FTDriverLicenceTerms.htm 546 547Global Locate (Broadcom Corporation): Use of Global Locate, Inc. software is 548limited to evaluation and demonstration only. Permitted distributions must be 549similarly limited. Further rights must be obtained from Global Locate. 550 551IAR Systems: Use of IAR flashloader or any IAR source code is subject to the 552terms of the IAR Source License located within the IAR zip package. The IAR 553Source License applies to linker command files, example projects unless another 554license is explicitly stated, the cstartup code, low_level_init.c, and some 555other low-level runtime library files. 556 557LC3plus: the LC3plus Low Complexity Communication Codec Plus (LC3plus) per ETSI 558TS 103 634 V1.3.1, is subject to ETSI Intellectual Property Rights Policy, See 559https://portal.etsi.org/directives/45_directives_jun_2022.pdf. For application 560in an End Product, Fraunhofer communication applies, see 561https://www.iis.fraunhofer.de/en/ff/amm/communication/lc3.html 562 563Lumissil: Use of the Lumissil software constitutes your acceptance of the terms 564of the Lumissil Software License Agreement. A link to the agreement is 565incorporated as follows: 566https://www.lumissil.com/assets/pdf/support/2023%20Lumissil%20IS3xCG5317%20Softw 567are%20License%20Agreement%20NXP.pdf . The Run-Time Software and Boot ROM Code 568are without warranty of any kind from NXP or Lumissil, either express or 569implied, including without limitation the implied warranties of 570merchantability, fitness for a particular purpose, or non-infringement. You 571assume the entire risk arising out of the use or performance of the Lumissil 572software, or any systems you design using the such, if any. For the use of 573Lumissil software, Lumissil is as a third-party beneficiary of the this 574Agreement with authority to enforce its rights in the Run-Time Software and 575Boot ROM Code. 576 577Microsoft: Except for Microsoft PlayReady software, if the Licensed Software 578includes software owned by Microsoft Corporation ("Microsoft"), it is subject 579to the terms of your license with Microsoft (the "Microsoft Underlying Licensed 580Software") and as such, NXP grants no license to you, beyond evaluation and 581demonstration in connection with NXP processors, in the Microsoft Underlying 582Licensed Software. You must separately obtain rights beyond evaluation and 583demonstration in connection with the Microsoft Underlying Licensed Software 584from Microsoft. Microsoft does not provide support services for the components 585provided to you through this Agreement. If you have any questions or require 586technical assistance, please contact NXP. Microsoft Corporation is a third 587party beneficiary to this Agreement with the right to enforce the terms of this 588Agreement. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MICROSOFT AND ITS 589AFFILIATES DISCLAIM ANY WARRANTIES FOR THE MICROSOFT UNDERLYING LICENSED 590SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MICROSOFT NOR ITS 591AFFILIATES WILL BE LIABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY 592DIRECT, INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, 593INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF TIME, 594INCONVENIENCE, COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES, ARISING 595FROM THE FROM THE USE OF THE MICROSOFT UNDERLYING LICENSED SOFTWARE. With 596respect to the Microsoft PlayReady software, you will have the license rights 597granted in Section 2, provided that you may not use the Microsoft PlayReady 598software unless you have entered into a Microsoft PlayReady Master Agreement 599and license directly with Microsoft. 600 601MindTree: Notwithstanding the terms contained in Section 2.3 (a), if the 602Licensed Software includes proprietary software of MindTree in source code 603format, Licensee may make modifications and create derivative works only to the 604extent necessary for debugging of the Licensed Software. 605 606MM SOLUTIONS AD: Use of MM SOLUTIONS AEC (Auto Exposure Control) and AWB (Auto 607White Balance) software is limited to demonstration, testing, and evaluation 608only. In no event may Licensee distribute or sublicense the MM SOLUTIONS 609software. Further rights must be obtained directly from MM SOLUTIONS. 610 611MPEG LA: Use of MPEG LA audio or video codec technology is limited to 612evaluation and demonstration only. Permitted distributions must be similarly 613limited. Further rights must be obtained directly from MPEG LA. 614 615MQX RTOS Code: MQX RTOS source code may not be re-distributed by any NXP 616Licensee under any circumstance, even by a signed written amendment to this 617Agreement. 618 619NXP Voice Software: VoiceSpot, VoiceSeeker (including AEC), VIT Speech to 620Intent, and Conversa may be used for evaluation or demonstration purposes only. 621Any commercial distribution rights are subject to a separate royalty agreement 622obtained from NXP. 623 624NXP Wireless Charging Library: License to the Software is limited to use in 625inductive coupling or wireless charging applications 626 627ON Semiconductor: ON Semiconductor AP1302 Image Signal Processor Initialization 628Binaries must be used consistent with the terms found here: 629https://github.com/ONSemiconductor/ap1302_binaries/blob/main/AP1302%20Software%2 6300License%20Agreement.pdf 631 632Opus: Use of Opus software must be consistent with the terms of the Opus 633license which can be found at: http://www.opus-codec.org/license/ 634 635Oracle JRE (Java): The Oracle JRE must be used consistent with terms found 636here: http://java.com/license 637 638P&E Micro: P&E Software must be used consistent with the terms found here: 639http://www.pemicro.com/licenses/gdbserver/license_gdb.pdf 640 641Pro Design Electronic: Licensee may not modify, create derivative works based 642on, or copy the Pro Design software, documentation, hardware execution key or 643the accompanying materials. Licensee shall not use Pro Design's or any of its 644licensors names, logos or trademarks to market the Authorized System. Only NXP 645customers and distributors are permitted to further redistribute the Pro Design 646software and only as part of an Authorized System which contains the Pro Design 647software. 648 649Qualcomm Atheros, Inc.: Notwithstanding anything in this Agreement, Qualcomm 650Atheros, Inc. Wi-Fi software must be used strictly in accordance with the 651Qualcomm Atheros, Inc. Technology License Agreement that accompanies such 652software. Any other use is expressly prohibited. 653 654Real Networks - GStreamer Optimized Real Format Client Code implementation or 655OpenMax Optimized Real Format Client Code: Use of the GStreamer Optimized Real 656Format Client Code, or OpenMax Optimized Real Format Client code is restricted 657to applications in the automotive market. Licensee must be a final 658manufacturer in good standing with a current license with Real Networks for the 659commercial use and distribution of products containing the GStreamer Optimized 660Real Format Client Code implementation or OpenMax Optimized Real Format Client 661Code 662 663Real-Time Innovations, Inc.: Not withstanding anything in this Agreement, 664Real-Time Innovations, Inc. software must be used strictly in accordance with 665Real-Time Innovations, Inc.'s Automotive Software Evaluation License Agreement, 666available here: 667https://www.rti.com/hubfs/_Collateral/Services_and_Support/Automotive_Evaluation 668_SLA_90_dayNXP.pdf . Any other use is expressly prohibited. 669 670RivieraWaves SAS (a member of the CEVA, Inc. family of companies): You may not 671use the RivieraWaves intellectual property licensed under this Agreement if you 672develop, market, and/or license products similar to such RivieraWaves 673intellectual property. Such use constitutes a breach of this Agreement. Any 674such use rights must be obtained directly from RivieraWaves. 675 676SanDisk Corporation: If the Licensed Software includes software developed by 677SanDisk Corporation ("SanDisk"), you must separately obtain the rights to 678reproduce and distribute this software in source code form from SanDisk. 679Please follow these easy steps to obtain the license and software: 680(1) Contact your local SanDisk sales representative to obtain the SanDisk 681License Agreement. 682(2) Sign the license agreement. Fax the signed agreement to SanDisk USA 683marketing department at 408-542-0403. The license will be valid when fully 684executed by SanDisk. 685(3) If you have specific questions, please send an email to sales@sandisk.com 686You may only use the SanDisk Corporation Licensed Software on products 687compatible with a SanDisk Secure Digital Card. You may not use the SanDisk 688Corporation Licensed Software on any memory device product. SanDisk retains 689all rights to any modifications or derivative works to the SanDisk Corporation 690Licensed Software that you may create. 691 692SEGGER Microcontroller - emWin Software: Your use of SEGGER emWin software and 693components is restricted for development of NXP ARM7, ARM9, Cortex-M0, 694Cortex-M3, Cortex-M4, Cortex-M33, Cortex-M7, and Cortex-A7 based products only. 695 696SEGGER Microcontroller - J-Link/J-Trace Software: Segger software must be used 697consistent with the terms found here: http://www.segger.com/jlink-software.html 698 699SEVENSTAX - Not withstanding anything in this Agreement, SEVENSTAX GmbH 700software must be used for evaluation purposes only, in strict accordance with 701the SEVENSTAX License Agreement, available here: 702https://www.sevenstax.de/fileadmin/documents/SEVENSTAX-NX-ESLA.txt. Any other 703use, and embedding the software into commercial products, is expressly 704prohibited. 705Synopsys/BLE Software: Your use of the Synopsys/BLE Software and related 706documentation is subject to the following: 707(1) Synopsys is third-party beneficiaries of, and thus may enforce against you, 708the license restrictions and confidentiality obligations in this agreement with 709respect to their intellectual property and proprietary information. 710(2) Your distribution of the Licensed Software shall subject any recipient to a 711written agreement at least as protective of the Licensed Software as provided 712in this Agreement. 713 714Synopsys/Target Compiler Technologies: Your use of the Synopsys/Target Compiler 715Technologies Licensed Software and related documentation is subject to the 716following: 717(1) Duration of the license for the Licensed Software is limited to 12 months, 718unless otherwise specified in the license file. 719(2) The Licensed Software is usable by one user at a time on a single 720designated computer, unless otherwise agreed by Synopsys. 721(3) Licensed Software and documentation are to be used only on a designated 722computer at the designated physical address provided by you on the APEX license 723form. 724(4) The Licensed Software is not sub-licensable. 725 726T2 Labs / T2 Software: As a condition to the grant of any license under this 727Agreement, you represent and warrant that you will comply with all licenses, 728agreements, rules and bylaws of the Bluetooth SIG (Special Interest Group ) 729applicable to the licensed software and documentation and its use which may 730affect when and if you may take certain actions under licenses granted 731hereunder. 732 733The license grant under this Agreement is conditional to you being (i) a 734Bluetooth SIG Associate member until such time as the specifications for the 735software are made public to Bluetooth SIG members of any level and (ii) 736thereafter a Bluetooth SIG member of any level. 737 738Notwithstanding the terms contained in Section 2.3 (a), if the licensed 739software includes proprietary software in source code format, you may make 740modifications and create derivative works only to the extent necessary for 741improving the performance of the source code with the NXP products or your 742products and for creating enhancements of such products. You may not further 743sublicense or otherwise distribute the source code, or any modifications or 744derivatives thereof as stand-alone products. You will be responsible for 745qualifying any modifications or derivatives with the Bluetooth SIG and any 746other qualifying bodies. 747 748TARA Systems: Use of TARA Systems GUI technology Embedded Wizard is limited to 749evaluation and demonstration only. Permitted distributions must be similarly 750limited. Further rights must be obtained directly from TARA Systems. 751 752Teensyduino Core Library: If the Teensyduino Core Library or documentation is 753incorporated into a build system that allows selection among a list of target 754devices, then similar target devices manufactured by PJRC.com must be included 755in the list of target devices and selectable in the same manner. 756 757Texas Instruments: Your use of Texas Instruments Inc. WiLink8 Licensed Software 758is restricted to NXP SoC based systems that include a compatible connectivity 759device manufactured by TI. 760 761TES Electronic Solutions Germany (TES): TES 3D Surround View software and 762associated data and documentation may only be used for evaluation purposes and 763for demonstration to third parties in integrated form on a board package 764containing an NXP S32V234 device. Licensee may not distribute or sublicense the 765TES software. Your license to the TES software may be terminated at any time 766upon notice. 767 768Vivante: Distribution of Vivante software must be a part of, or embedded 769within, Authorized Systems that include a Vivante Graphics Processing Unit.
