LICENSE.txt

LA_OPT_NXP_Software_License v57 July 2024
IMPORTANT.  Read the following NXP Software License Agreement ("Agreement")
completely. By selecting the "I Accept" button at the end of this page, or by
downloading, installing, or using the Licensed Software, you indicate that you
accept the terms of the Agreement, and you acknowledge that you have the
authority, for yourself or on behalf of your company, to bind your company to
these terms. You may then download or install the file. In the event of a
conflict between the terms of this Agreement and any license terms and
conditions for NXP’s proprietary software embedded anywhere in the Licensed
Software file, the terms of this Agreement shall control.  If a separate license
agreement for the Licensed Software has been signed by you and NXP, then that
agreement shall govern your use of the Licensed Software and shall supersede
this Agreement.

NXP SOFTWARE LICENSE AGREEMENT
This is a legal agreement between your employer, of which you are an authorized
representative, or, if you have no employer, you as an individual ("you" or
"Licensee"), and and NXP USA, Inc., if Licensee is located within the United
States or NXP Semiconductors Netherlands B.V., if Licensee if located outside of
the United States (“NXP”).  It concerns your rights to use the software provided
to you in binary or source code form and any accompanying written materials (the
"Licensed Software"). The Licensed Software may include any updates or error
corrections or documentation relating to the Licensed Software provided to you
by NXP under this Agreement. In consideration for NXP allowing you to access the
Licensed Software, you are agreeing to be bound by the terms of this Agreement.
If you do not agree to all of the terms of this Agreement, do not download or
install the Licensed Software. If you change your mind later, stop using the
Licensed Software and delete all copies of the Licensed Software in your
possession or control. Any copies of the Licensed Software that you have already
distributed, where permitted, and do not destroy will continue to be governed by
this Agreement. Your prior use will also continue to be governed by this
Agreement.
1.       DEFINITIONS
1.1.         "Affiliate" means, with respect to a party, any corporation or
other legal entity that now or hereafter Controls, is Controlled by or is under
common Control with such party; where "Control" means the direct or indirect
ownership of greater than fifty percent (50%) of the shares or similar interests
entitled to vote for the election of directors or other persons performing
similar functions. An entity is considered an Affiliate only so long as such
Control exists.
1.2	"Authorized System" means either (i) Licensee’s hardware product which
incorporates an NXP Product or (ii) Licensee’s software program which is used
exclusively in connection with an NXP Product and with which the Licensed
Software will be integrated.      
1.3.	"Derivative Work" means a work based upon one or more pre-existing
works.  A work consisting of editorial revisions, annotations, elaborations, or
other modifications which, as a whole, represent an original work of authorship,
is a Derivative Work.         
1.4	"Intellectual Property Rights" means any and all rights under statute,
common law or equity in and under copyrights, trade secrets, and patents
(including utility models), and analogous rights throughout the world, including
any applications for and the right to apply for, any of the foregoing.
1.5	"NXP Product" means a hardware product (e.g. a microprocessor,
microcontroller, sensor or digital signal processor) and/or services (e.g. cloud
platform services) supplied directly or indirectly from NXP or an NXP Affiliate,
unless there is a product specified in the Software Content Register, in which
case this definition is limited to such product.
1.6      "Software Content Register" means the documentation which may accompany
the Licensed Software which identifies the contents of the Licensed Software,
including but not limited to identification of any Third Party Software, if any,
and may also contain other related information as whether the license in 2.3 is
applicable. 
1.7     "Third Party Software" means, any software included in the Licensed
Software that is not NXP proprietary software, and is not open source software,
and to which different license terms may apply. 
2.       LICENSE GRANT.  
2.1.         If you are not expressly granted the distribution license in
Section 2.3 in the Software Content Register, then you are only granted the
rights in Section 2.2 and not in 2.3.  If you are expressly granted the
distribution license in Section 2.3 in the Software Content Register, then you
are granted the rights in both Section 2.2 and 2.3.
2.2.	Standard License.  Subject to the terms and conditions of this
Agreement, NXP grants you a worldwide, personal, non-transferable,
non-exclusive, non-sublicensable license, solely for the development of an
Authorized System:
(a)	to use and reproduce the Licensed Software (and its Derivative Works
prepared under the license in Section 2.2(b)) solely in combination with a NXP
Product; and
(b)	for Licensed Software provided to you in source code form (human readable),
to prepare Derivative Works of the Licensed Software solely for use in
combination with a NXP Product. 
You may not distribute or sublicense the Licensed Software to others under the
license granted in this Section 2.2. 
You may demonstrate the Licensed Software to your direct customers as part of an
Authorized System so long as such demonstration is directly controlled by you
and without prior approval by NXP; however, to all other third parties only if
NXP has provided its advance, written approval (e.g. email approval) of your
demonstrating the Licensed Software to specified third parties or at specified
event(s).  You may not leave the Licensed Software with a direct customer or any
other third party at any time. 
2.3.        Additional Distribution License.  If expressly authorized in the
Software Content Register, subject to the terms and conditions of this
Agreement, NXP grants you a worldwide, personal, non-transferable,
non-exclusive, non-sublicensable license solely in connection with your
manufacturing and distribution of an Authorized System: 
(a) to manufacture (or have manufactured), distribute, and market the Licensed
Software (and its Derivative Works prepared under the license in 2.2(b)) in
object code (machine readable format) only as part of, or embedded within,
Authorized Systems and not on a standalone basis solely for use in combination
with a NXP Product.  Notwithstanding the foregoing, those files marked as .h
files ("Header files") may be distributed in source or object code form, but
only as part of, or embedded within Authorized Systems; and  
(b) to copy and distribute as needed, solely in connection with an Authorized
System and for use in combination with a NXP Product, non-confidential NXP
information provided as part of the Licensed Software for the purpose of
maintaining and supporting Authorized Systems with which the Licensed Software
is integrated. 
2.4	         Separate license grants to Third Party Software, or other terms
applicable to the Licensed Software if different from those granted in this
Section 2, are contained in Appendix A. The Licensed Software may be accompanied
by a Software Content Register which will identify that portion of the Licensed
Software, if any, that is subject to the different terms in Appendix A. 
2.5.         You may use subcontractors to exercise your rights under Section
2.2 and Section 2.3, if any, so long as you have an agreement in place with the
subcontractor containing confidentiality restrictions no less stringent than
those contained in this Agreement. You will remain liable for your
subcontractors’ adherence to the terms of this Agreement and for any and all
acts and omissions of such subcontractors with respect to this Agreement and the
Licensed Software.
3.       LICENSE LIMITATIONS AND RESTRICTIONS.  
3.1.         The licenses granted above in Section 2 only extend to NXP
Intellectual Property Rights that would be infringed by the unmodified Licensed
Software prior to your preparation of any Derivative Work.   
3.2.         The Licensed Software is licensed to you, not sold. Title to
Licensed Software delivered hereunder remains vested in NXP or NXP’s licensor
and cannot be assigned or transferred. You are expressly forbidden from selling
or otherwise distributing the Licensed Software, or any portion thereof, except
as expressly permitted herein. This Agreement does not grant to you any implied
rights under any NXP or third party Intellectual Property Rights.
3.3.         You may not translate, reverse engineer, decompile, or disassemble
the Licensed Software except to the extent applicable law specifically prohibits
such restriction. You must prohibit your subcontractors or customers (if
distribution is permitted) from translating, reverse engineering, decompiling,
or disassembling the Licensed Software except to the extent applicable law
specifically prohibits such restriction.
3.4.         You must reproduce any and all of NXP’s (or its third-party
licensor’s) copyright notices and other proprietary legends on copies of
Licensed Software.  
3.5.         If you distribute the Licensed Software to the United States
Government, then the Licensed Software is "restricted computer software" and is
subject to FAR 52.227-19.   
3.6.         You grant to NXP a non-exclusive, non-transferable, irrevocable,
perpetual, worldwide, royalty-free, sub-licensable license under your
Intellectual Property Rights to use without restriction and for any purpose any
suggestion, comment or other feedback related to the Licensed Software
(including, but not limited to, error corrections and bug fixes).
3.7.         You will not take or fail to take any action that could subject the
Licensed Software to an Excluded License. An Excluded License means any license
that requires, as a condition of use, modification or distribution of software
subject to the Excluded License, that such software or other software combined
and/or distributed with the software be (i) disclosed or distributed in source
code form; (ii) licensed for the purpose of making Derivative Works; or (iii)
redistributable at no charge. 
3.8.         You may not publish or distribute reports associated with the use
of the Licensed Software to anyone other than NXP.  You may advise NXP of any
results obtained from your use of the Licensed Software, including any problems
or suggested improvements thereof, and NXP retains the right to use such results
and related information in any manner it deems appropriate.
4.       OPEN SOURCE.         Open source software included in the Licensed
Software is not licensed under the terms of this Agreement but is instead
licensed under the terms of the applicable open source license(s), such as the
BSD License, Apache License or the GNU Lesser General Public License. Your use
of the open source software is subject to the terms of each applicable license.
You must agree to the terms of each applicable license, or you cannot use the
open source software.  
5.       INTELLECTUAL PROPERTY RIGHTS.    
Upon request, you must provide NXP the source code of any derivative of the
Licensed Software.
Unless prohibited by law, the following paragraph shall apply.  Your
modifications to the Licensed Software, and all intellectual property rights
associated with, and title thereto, will be the property of NXP.  You agree to
assign all, and hereby do assign all rights, title, and interest to any such
modifications to the Licensed Software to NXP and agree to provide all
assistance reasonably requested by NXP to establish, preserve or enforce such
right.  Further, you agree to waive all moral rights relating to your
modifications to the Licensed Software, including, without limitation, all
rights of identification of authorship and all rights of approval, restriction,
or limitation on use or subsequent modification.  Notwithstanding the foregoing,
you will have the license rights granted in Section 2 hereto to any such
modifications made by you or your licensees.
Otherwise, you agree to grant an irrevocable, worldwide, and perpetual license
to NXP to make, have made, use, sell, offer to sell, import, commercialize,
sublicense and reproduce your modifications or derivative works to the Licensed
Software without any payment to Licensee. You agree to provide all assistance
reasonably requested by NXP to establish, preserve or enforce such right.
6.       ESSENTIAL PATENTS.    NXP has no obligation to identify or obtain any
license to any Intellectual Property Right of a third-party that may be
necessary for use in connection with technology that is incorporated into the
Authorized System (whether or not as part of the Licensed Software).
7.       TERM AND TERMINATION.   This Agreement will remain in effect unless
terminated as provided in this Section.
7.1.         You may terminate this Agreement immediately upon written notice to
NXP at the address provided below.
7.2.         Either party may terminate this Agreement if the other party is in
default of any of the terms and conditions of this Agreement, and termination is
effective if the defaulting party fails to correct such default within 30 days
after written notice thereof by the non-defaulting party to the defaulting party
at the address below.
7.3.         Notwithstanding the foregoing, NXP may terminate this Agreement
immediately upon written notice if you: breach any of your confidentiality
obligations or the license restrictions under this Agreement;  become bankrupt,
insolvent, or file a petition for bankruptcy or insolvency; make an assignment
for the benefit of its creditors; enter proceedings for winding up or
dissolution; are dissolved; or are nationalized or become subject to the
expropriation of all or substantially all of your business or assets.
7.4.         Upon termination of this Agreement, all licenses granted under
Section 2 will expire. 
7.5.         After termination of this Agreement by either party   you will
destroy all parts of Licensed Software and its Derivative Works (if any) and
will provide to NXP a statement certifying the same.
7.6.         Notwithstanding the termination of this Agreement for any reason,
the terms of Sections 1 and 3 through 24 will survive.  
8.        SUPPORT.  NXP is not obligated to provide any support, upgrades or new
releases of the Licensed Software under this Agreement. If you wish, you may
contact NXP and report problems and provide suggestions regarding the Licensed
Software. NXP has no obligation to respond to such a problem report or
suggestion. NXP may make changes to the Licensed Software at any time, without
any obligation to notify or provide updated versions of the Licensed Software to
you.
9.        NO WARRANTY.  To the maximum extent permitted by law, NXP expressly
disclaims any warranty for the Licensed Software. The Licensed Software is
provided "AS IS", without warranty of any kind, either express or implied,
including without limitation the implied warranties of merchantability, fitness
for a particular purpose, or non-infringement. You assume the entire risk
arising out of the use or performance of the licensed software, or any systems
you design using the licensed software (if any).
10.        INDEMNITY. You agree to fully defend and indemnify NXP from all
claims, liabilities, and costs (including reasonable attorney’s fees) related to
(1) your use (including your subcontractor’s or distributee’s use, if permitted)
of the Licensed Software or (2) your violation of the terms and conditions of
this Agreement.
11.        LIMITATION OF LIABILITY.  EXCLUDING LIABILITY FOR A BREACH OF SECTION
2 (LICENSE GRANTS), SECTION 3 (LICENSE LIMITATIONS AND RESTRICTIONS), SECTION 16
(CONFIDENTIAL INFORMATION), OR CLAIMS UNDER SECTION 10 (INDEMNITY), IN NO EVENT
WILL EITHER PARTY BE LIABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY
INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT
NOT LIMITED TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE,
COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES, TO THE FULL EXTENT SUCH
MAY BE DISCLAIMED BY LAW. NXP’S TOTAL LIABILITY FOR ALL COSTS, DAMAGES, CLAIMS,
OR LOSSES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR
PRODUCT(S) SUPPLIED UNDER THIS AGREEMENT IS LIMITED TO THE AGGREGATE AMOUNT PAID
BY YOU TO NXP IN CONNECTION WITH THE LICENSED SOFTWARE PROVIDED UNDER THIS
AGREEMENT TO WHICH LOSSES OR DAMAGES ARE CLAIMED.
12.        EXPORT COMPLIANCE. Each party shall comply with all applicable export
and import control laws and regulations including but not limited to the US
Export Administration Regulation (including restrictions on certain military end
uses and military end users as specified in Section 15 C.F.R. § 744.21 and
prohibited party lists issued by other federal governments), Catch-all
regulations and all national and international embargoes. Each party further
agrees that it will not knowingly transfer, divert, export or re-export,
directly or indirectly, any product, software, including software source code,
or technology restricted by such regulations or by other applicable national
regulations, received from the other party under this Agreement, or any direct
product of such software or technical data to any person, firm, entity, country
or destination to which such transfer, diversion, export or re-export is
restricted or prohibited, without obtaining prior written authorization from the
applicable competent government authorities to the extent required by those
laws.
13.   GOVERNMENT CONTRACT COMPLIANCE
13.1.      If you sell Authorized Systems directly to any government or public
entity, including U.S., state, local, foreign or international governments or
public entities, or indirectly via a prime contractor or subcontractor of such
governments or entities, NXP makes no representations, certifications, or
warranties whatsoever about compliance with government or public entity
acquisition statutes or regulations, including, without limitation, statutes or
regulations that may relate to pricing, quality, origin or content.
13.2.      The Licensed Software has been developed at private expense and is a
"Commercial Item" as defined in 48 C.F.R. Section 2.101, consisting of
"Commercial Computer Software", and/or "Commercial Computer Software
Documentation," as such terms are used in 48 C.F.R. Section 12.212 (or 48 C.F.R.
Section 227.7202, as applicable) and may only be licensed to or shared with U.S.
Government end users in object code form as part of, or embedded within,
Authorized Systems. Any agreement pursuant to which you share the Licensed
Software will include a provision that reiterates the limitations of this
document and requires all sub-agreements to similarly contain such limitations. 
14.        CRITICAL APPLICATIONS.  In some cases, NXP may promote certain
software for use in the development of, or for incorporation into, products or
services (a) used in applications requiring fail-safe performance or (b) in
which failure could lead to death, personal injury, or severe physical or
environmental damage (these products and services are referred to as "Critical
Applications"). NXP’s goal is to educate customers so that they can design their
own end-product solutions to meet applicable functional safety standards and
requirements. Licensee makes the ultimate design decisions regarding its
products and is solely responsible for compliance with all legal, regulatory,
safety, and security related requirements concerning its products, regardless of
any information or support that may be provided by NXP. As such, Licensee
assumes all risk related to use of the Licensed Software in Critical
Applications and NXP SHALL NOT BE LIABLE FOR ANY SUCH USE IN CRITICAL
APPLICATIONS BY LICENSEE. Accordingly, Licensee will indemnify and hold NXP
harmless from any claims, liabilities, damages and associated costs and expenses
(including attorneys’ fees) that NXP may incur related to Licensee’s
incorporation of the Licensed Software in a Critical Application.
15.        CHOICE OF LAW; VENUE.  When Software is licensed by NXP USA, Inc.,
Licensee agrees that the laws of the State of Texas, USA, without regard to
conflicts of laws principles, will apply to all matters relating to this
Agreement or the Software, and Licensee agrees that any litigation will be
subject to the exclusive jurisdiction of the state or federal courts in Austin,
Texas, USA..  When Software is licensed by NXP Semiconductors Netherlands B.V.,
Licensee agrees that the laws of The Netherlands, without regard to conflicts of
laws principles, will apply to all matters relating to this Agreement or the
Software, and Licensee agrees that any litigation will be subject to the
exclusive jurisdiction of the courts in Amsterdam, The Netherlands.
Notwithstanding the foregoing, NXP will always be permitted to bring any action
or proceedings against Licensee in any other court of competent jurisdiction.
The United Nations Convention on Contracts for the International Sale of Goods
will not apply to this document. 
16.        CONFIDENTIAL INFORMATION.  Subject to the license grants and
restrictions contained herein, you must treat the Licensed Software as
confidential information and you agree to retain the Licensed Software in
confidence perpetually. You may not disclose any part of the Licensed Software
to anyone other than distributees in accordance with Section 2.3 and employees,
or subcontractors in accordance with Section 2.5, who have a need to know of the
Licensed Software and who have executed written agreements obligating them to
protect such Licensed Software to at least the same degree of confidentiality as
in this Agreement. You agree to use the same degree of care, but no less than a
reasonable degree of care, with the Licensed Software as you do with your own
confidential information. You may disclose Licensed Software to the extent
required by a court or under operation of law or order provided that you notify
NXP of such requirement prior to disclosure, which you only disclose the minimum
of the required information, and that you allow NXP the opportunity to object to
such court or other legal body requiring such disclosure. 
17.       TRADEMARKS.  You are not authorized to use any NXP trademarks, brand
names, or logos.
18.        ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement
between you and NXP regarding the subject matter of this Agreement, and
supersedes all prior communications, negotiations, understandings, agreements or
representations, either written or oral, if any. This Agreement may only be
amended in written form, signed by you and NXP.
19.        SEVERABILITY.  If any provision of this Agreement is held for any
reason to be invalid or unenforceable, then the remaining provisions of this
Agreement will be unimpaired and, unless a modification or replacement of the
invalid or unenforceable provision is further held to deprive you or NXP of a
material benefit, in which case the Agreement will immediately terminate, the
invalid or unenforceable provision will be replaced with a provision that is
valid and enforceable and that comes closest to the intention underlying the
invalid or unenforceable provision.
20.        NO WAIVER.  The waiver by NXP of any breach of any provision of this
Agreement will not operate or be construed as a waiver of any other or a
subsequent breach of the same or a different provision.
21.        AUDIT.  You will keep full, clear and accurate records with respect
to your compliance with the limited license rights granted under this Agreement
for three years following expiration or termination of this Agreement. NXP will
have the right, either itself or through an independent certified public
accountant to examine and audit, at NXP’s expense, not more than once a year,
and during normal business hours, all such records that may bear upon your
compliance with the limited license rights granted above. You must make prompt
adjustment to compensate for any errors and/or omissions disclosed by such
examination or audit.
22.        NOTICES.             All notices and communications under this
Agreement will be made in writing, and will be effective when received at the
following addresses: 
       NXP:	
       NXP B.V.
       High Tech Campus 60
       5656 AG Eindhoven
       The Netherlands
       ATTN: Legal Department
 	         
       You:	
       The address provided at registration will be used.

23.        RELATIONSHIP OF THE PARTIES.     The parties are independent
contractors. Nothing in this Agreement will be construed to create any
partnership, joint venture, or similar relationship. Neither party is authorized
to bind the other to any obligations with third parties.
24.        SUCCESSION AND ASSIGNMENT.   This Agreement will be binding upon and
inure to the benefit of the parties and their permitted successors and assigns.
You may not assign this Agreement, or any part of this Agreement, without the
prior written approval of NXP, which approval will not be unreasonably withheld
or delayed. NXP may assign this Agreement, or any part of this Agreement, in its
sole discretion. 
25.	PRIVACY. By agreeing to this Agreement and/or utilizing the Licensed
Software, Licensee consents to use of certain personal information, including
but not limited to name, email address, and location, for the purpose of NXP’s
internal analysis regarding future software offerings.  NXP’s complete Privacy
Statement can be found at:
https://www.nxp.com/company/our-company/about-nxp/privacy-statement:PRIVACYPRACTICES.


 
 


APPENDIX A
Other License Grants and Restrictions:

The Licensed Software may include some or all of the following software, which
is either 1) Third Party 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:

AGGIOS, Inc.: EnergyLab LITE and Seed software are distributed by NXP under
license from AGGIOS, Inc. Your use of AGGIOS software, as the Licensee, is
subject to the following: (i) use of AGGIOS software is limited to object code
and Authorized System only; (ii) Licensee may not sublicense the AGGIOS software
to any third party; (iii) Licensee is only granted an evaluation license for the
Seed software, defined as license to use the Seed software internally for own
evaluation purposes, limited to three (3) months. Further rights including but
not limited to production deployment must be obtained directly from AGGIOS, Inc. 

Airbiquity Inc.: The Airbiquity software may only be used in object code and
Licensee may not sublicense the Airbiquity software to any third party.
Licensee’s license to use the Airbiquity software expires on June 30, 2024.

Amazon: Use of the Amazon software constitutes your acceptance of the terms of
the Amazon Program Materials License Agreement (including the AVS Component
Schedule, if applicable), located at
https://developer.amazon.com/support/legal/pml.  All Amazon software is hereby
designated "Amazon confidential".  With the exception of the binary library of
the Amazon Wake Word Engine for "Alexa", all Amazon software is also hereby
designated as "Restricted Program Materials". Amazon is a third-party
beneficiary to this Agreement with respect to the Amazon software.

Amazon Web Services, Inc.: AWS is an intended third-party beneficiary to this
Agreement with respect to the Greengrass software. If you have an account with
AWS that is not in good standing, you may not download, install, use or
distribute the Greengrass software. You will comply with all instructions and
requirements in any integration documents, guidelines, or other documentation
AWS provides. The license to the Greengrass software will immediately terminate
without notice if you (a) fail to comply with this Agreement or any other
agreement with AWS, (b) fail to make timely payment for any AWS service, (c)
fail to implement AWS updates, or (d) bring any action for intellectual property
infringement against AWS or any AWS customer utilizing AWS services.  Any
dispute or claim relating to your use of the Greengrass software will be
resolved by binding arbitration, rather than in court, except that you may
assert claims in small claims court if your claims qualify.

Amazon: AWS Fleetwise software must be used consistent with the terms found
here: https://github.com/aws/aws-iot-fleetwise-edge/blob/main/LICENSE.

Amphion Semiconductor Ltd.: Distribution of Amphion software must be a part of,
or embedded within, Authorized Systems that include an Amphion Video Decoder.  

Apple MFi Software Development Kit: Use of Apple MFi Software and associated
documentation is restricted to current Apple MFi licensees in accordance with
the terms of their own valid and in-effect license from Apple.

Aquantia Corp.: You may use Aquantia's API binaries solely to flash the API
software to an NXP Product which mates with an Aquantia device.

Argus Cyber Security: The Argus software may only be used in object code and
only for evaluation and demonstration purposes.

Arm Toolkit: This tool is owned by Arm Limited. You may not reverse engineer,
decompile or dissemble any ARM Toolkit. You agree to abide by any third-party IP
requirements, including the relevant license terms where applicable, where such
third-party IP is identified in the documentation provided with the ARM Toolkit.
You may not copy the Arm Toolkit except solely for archival and backup purposes
provided all notices are preserved. Arm disclaims any and all liability related
to your use of the ARM Toolkit.

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.    

ATI (AMD): Distribution of ATI software must be a part of, or embedded within,
Authorized Systems that include a ATI graphics processor core.  

Au-Zone Technologies: eIQ Portal, Model Tool, DeepViewRT and ModelRunner are
distributed by NXP under license from Au-Zone Technologies.  Your use of the
Licensed Software, examples and related documentation is subject to the
following:
(1)          Use of Software is limited to Authorized System only
(2)          In no event may Licensee Sublicense the Software
(3)          AU-ZONE TECHNOLOGIES SHALL NOT BE LIABLE FOR USE OF LICENSED
SOFTWARE IN CRITICAL APPLICATIONS BY LICENSEE

Broadcom Corporation: Your use of Broadcom Corporation software is restricted to
Authorized Systems that incorporate a compatible integrated circuit device
manufactured or sold by Broadcom.

Cadence Design Systems: Use of Cadence audio codec software is limited to
distribution only of one copy per single NXP Product. The license granted herein
to the Cadence Design Systems HiFi aacPlus Audio Decoder software does not
include a license to the AAC family of technologies which you or your customer
may need to obtain. Configuration tool outputs may only be distributed by
licensees of the relevant Cadence SDK and distribution is limited to
distribution of one copy embedded in a single NXP Product. Your use of Cadence
NatureDSP Libraries whether in source code or in binary is restricted to NXP SoC
based systems or emulation enablement based on NXP SoC.

CEVA D.S.P. Ltd. And CEVA Technologies Inc. ("CEVA"): The CEVA-SPF2 linear
algebra, CEVA-SPF2 Neural Network Libraries, CEVA-SPF2 Core Libraries, CEVA-SPF2
OpenAMP and CEVA-SPF2 STL licensed modules are owned by CEVA and such materials
may only be used in connection with an NXP product containing the S250 or S125
integrated circuits, whether or not the CEVA-SPF2 Core is physically implemented
and/or enabled on such NXP product

Cirque Corporation: Use of Cirque Corporation technology is limited to
evaluation, demonstration, or certification testing only. Permitted
distributions must be similarly limited. Further rights, including but not
limited to ANY commercial distribution rights, must be obtained directly from
Cirque Corporation. 

Coding Technologies (Dolby Labs): Use of CTS software is limited to evaluation
and demonstration only.  Permitted distributions must be similarly limited.
Further rights must be obtained from Dolby Laboratories. 

Coremark:  Use of the Coremark benchmarking software is subject to the following
terms and conditions:  https://github.com/eembc/coremark/blob/main/LICENSE.md

CSR: Use of Cambridge Silicon Radio, Inc. ("CSR") software is limited to
evaluation and demonstration only.  Permitted distributions must be similarly
limited.  Further rights must be obtained directly from CSR. 

Crank: Use of Crank Software Inc. software is limited to evaluation and
demonstration only. Permitted distributions must be similarly limited. Further
rights must be obtained directly from Crank Software Inc.

Cypress Semiconductor Corporation: WWD RTOS source code may only be used in
accordance with the Cypress IOT Community License Agreement obtained directly
from Cypress Semiconductor Corporation. 

Elektrobit Automotive GmbH ("EB"): EB software must be used consistent with the
EB License Terms and Conditions, Version 1.4 (Dec 2019) found here:
https://www.elektrobit.com/legal-notice/ .  Licensee is only granted an
evaluation license for the EB software, defined as license to use the EB
software internally for own evaluation purposes, limited to three (3) months.
Production deployment of the EB software using this license is prohibited. See
additionally Section 2.1.1 EB EULA.

Embedded Systems Academy GmbH (EmSA):  Any use of Micro CANopen Plus is subject
to the acceptance of the license conditions described in the LICENSE.INFO file
distributed with all example projects and in the documentation and the
additional clause described below. Clause 1: Micro CANopen Plus may not be used
for any competitive or comparative purpose, including the publication of any
form of run time or compile time metric, without the express permission of EmSA.

Fenopix Technologies Private Limited: Under no circumstances may the CanvasJS
software product be used in any way that would compete with any product from
Fenopix.  License to the CanvasJS software will terminate immediately without
notice if Licensee fail to comply with any provision of this Agreement.

Fraunhofer IIS: Fraunhofer MPEG Audio Decoder (Fraunhofer copyright) - If you
are provided MPEG-H decoding functionality, you understand that NXP will provide
Fraunhofer your name and contact information.

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 

Global Locate (Broadcom Corporation): Use of Global Locate, Inc. software is
limited to evaluation and demonstration only.  Permitted distributions must be
similarly limited.  Further rights must be obtained from Global Locate.    

IAR Systems: Use of IAR flashloader or any IAR source code is subject to the
terms of the IAR Source License located within the IAR zip package. The IAR
Source License applies to linker command files, example projects unless another
license is explicitly stated, the cstartup code, low_level_init.c, and some
other low-level runtime library files.

LC3plus: the LC3plus Low Complexity Communication Codec Plus (LC3plus) per ETSI
TS 103 634 V1.3.1, is subject to ETSI Intellectual Property Rights Policy, See
https://portal.etsi.org/directives/45_directives_jun_2022.pdf. For application
in an End Product, Fraunhofer communication applies, see
https://www.iis.fraunhofer.de/en/ff/amm/communication/lc3.html

Lumissil: Use of the Lumissil software constitutes your acceptance of the terms
of the Lumissil Software License Agreement.  A link to the agreement is
incorporated as follows:
https://www.lumissil.com/assets/pdf/support/2023%20Lumissil%20IS3xCG5317%20Software%20License%20Agreement%20NXP.pdf
.  The Run-Time Software and Boot ROM Code are without warranty of any kind from
NXP or Lumissil, 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 Lumissil software, or any systems you design using the such,
if any.  For the use of Lumissil software, Lumissil is as a third-party
beneficiary of the this Agreement with authority to enforce its rights in the
Run-Time Software and Boot ROM Code.

Microsoft: Except for Microsoft PlayReady software, if the Licensed Software
includes software owned by Microsoft Corporation ("Microsoft"), it is subject to
the terms of your license with Microsoft (the "Microsoft Underlying Licensed
Software") and as such, NXP grants no license to you, beyond evaluation and
demonstration in connection with NXP processors, in the Microsoft Underlying
Licensed Software.  You must separately obtain rights beyond evaluation and
demonstration in connection with the Microsoft Underlying Licensed Software from
Microsoft. Microsoft does not provide support services for the components
provided to you through this Agreement.  If you have any questions or require
technical assistance, please contact NXP.  Microsoft Corporation is a third
party beneficiary to this Agreement with the right to enforce the terms of this
Agreement.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, MICROSOFT AND ITS AFFILIATES
DISCLAIM ANY WARRANTIES FOR THE MICROSOFT UNDERLYING LICENSED SOFTWARE.  TO THE
MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MICROSOFT NOR ITS AFFILIATES WILL BE
LIABLE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY DIRECT, 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, ARISING FROM THE FROM THE USE OF THE
MICROSOFT UNDERLYING LICENSED SOFTWARE.  With respect to the Microsoft PlayReady
software, you will have the license rights granted in Section 2, provided that
you may not use the Microsoft PlayReady software unless you have entered into a
Microsoft PlayReady Master Agreement and license directly with Microsoft. 

MindTree: Notwithstanding the terms contained in Section 2.3 (a), if the
Licensed Software includes proprietary software of MindTree in source code
format, Licensee may make modifications and create derivative works only to the
extent necessary for debugging of the Licensed Software. 

MM SOLUTIONS AD:  Use of MM SOLUTIONS AEC (Auto Exposure Control) and AWB (Auto
White Balance) software is limited to demonstration, testing, and evaluation
only.  In no event may Licensee distribute or sublicense the MM SOLUTIONS
software. Further rights must be obtained directly from MM SOLUTIONS.

MPEG LA: Use of MPEG LA audio or video codec technology is limited to evaluation
and demonstration only. Permitted distributions must be similarly limited.
Further rights must be obtained directly from MPEG LA.  

MQX RTOS Code: MQX RTOS source code may not be re-distributed by any NXP
Licensee under any circumstance, even by a signed written amendment to this
Agreement. 

NXP Voice Software: VoiceSpot, VoiceSeeker (including AEC), VIT Speech to
Intent, and Conversa may be used for evaluation or demonstration purposes only.
Any commercial distribution rights are subject to a separate royalty agreement
obtained from NXP.

NXP Wireless Charging Library: License to the Software is limited to use in
inductive coupling or wireless charging applications 

ON Semiconductor: ON Semiconductor AP1302 Image Signal Processor Initialization
Binaries must be used consistent with the terms found here:
https://github.com/ONSemiconductor/ap1302_binaries/blob/main/AP1302%20Software%20License%20Agreement.pdf

Opus: Use of Opus software must be consistent with the terms of the Opus license
which can be found at: http://www.opus-codec.org/license/  

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 

Pro Design Electronic: Licensee may not modify, create derivative works based
on, or copy the Pro Design software, documentation, hardware execution key or
the accompanying materials.  Licensee shall not use Pro Design's or any of its
licensors names, logos or trademarks to market the Authorized System.  Only NXP
customers and distributors are permitted to further redistribute the Pro Design
software and only as part of an Authorized System which contains the Pro Design
software.

Qualcomm Atheros, Inc.: Notwithstanding anything in this Agreement, Qualcomm
Atheros, Inc. Wi-Fi software must be used strictly in accordance with the
Qualcomm Atheros, Inc. Technology License Agreement that accompanies such
software.  Any other use is expressly prohibited.

Real Networks - GStreamer Optimized Real Format Client Code implementation or
OpenMax Optimized Real Format Client Code: Use of the GStreamer Optimized Real
Format Client Code, or OpenMax Optimized Real Format Client code is restricted
to applications in the automotive market.  Licensee must be a final manufacturer
in good standing with a current license with Real Networks for the commercial
use and distribution of products containing the GStreamer Optimized Real Format
Client Code implementation or OpenMax Optimized Real Format Client Code

Real-Time Innovations, Inc.: Not withstanding anything in this Agreement,
Real-Time Innovations, Inc. software must be used strictly in accordance with
Real-Time Innovations, Inc.'s Automotive Software Evaluation License Agreement,
available here:
https://www.rti.com/hubfs/_Collateral/Services_and_Support/Automotive_Evaluation_SLA_90_dayNXP.pdf
.  Any other use is expressly prohibited.

RivieraWaves SAS (a member of the CEVA, Inc. family of companies): You may not
use the RivieraWaves intellectual property licensed under this Agreement if you
develop, market, and/or license products similar to such RivieraWaves
intellectual property.  Such use constitutes a breach of this Agreement.  Any
such use rights must be obtained directly from RivieraWaves.

SanDisk Corporation: If the Licensed Software includes software developed by
SanDisk Corporation ("SanDisk"), you must separately obtain the rights to
reproduce and distribute this software in source code form from SanDisk.  Please
follow these easy steps to obtain the license and software:  
(1) Contact your local SanDisk sales representative to obtain the SanDisk
License Agreement.  
(2) Sign the license agreement.  Fax the signed agreement to SanDisk USA
marketing department at 408-542-0403.  The license will be valid when fully
executed by SanDisk. 
(3) If you have specific questions, please send an email to sales@sandisk.com 
You may only use the SanDisk Corporation Licensed Software on products
compatible with a SanDisk Secure Digital Card.  You may not use the SanDisk
Corporation Licensed Software on any memory device product.  SanDisk retains all
rights to any modifications or derivative works to the SanDisk Corporation
Licensed Software that you may create. 

SEGGER Microcontroller - emWin Software: Your use of SEGGER emWin software and
components is restricted for development of NXP ARM7, ARM9, Cortex-M0,
Cortex-M3, Cortex-M4, Cortex-M33, Cortex-M7, and Cortex-A7 based products only.

SEGGER Microcontroller - J-Link/J-Trace Software: Segger software must be used
consistent with the terms found here: http://www.segger.com/jlink-software.html 

SEVENSTAX - Not withstanding anything in this Agreement, SEVENSTAX GmbH software
must be used for evaluation purposes only, in strict accordance with the
SEVENSTAX License Agreement, available here:
https://www.sevenstax.de/fileadmin/documents/SEVENSTAX-NX-ESLA.txt. Any other
use, and embedding the software into commercial products, is expressly
prohibited. Synopsys/BLE Software: Your use of the Synopsys/BLE Software and
related documentation is subject to the following:
(1) Synopsys is third-party beneficiaries of, and thus may enforce against you,
the license restrictions and confidentiality obligations in this agreement with
respect to their intellectual property and proprietary information.
(2) Your distribution of the Licensed Software shall subject any recipient to a
written agreement at least as protective of the Licensed Software as provided in
this Agreement. 

Synopsys/Target Compiler Technologies: Your use of the Synopsys/Target Compiler
Technologies Licensed Software and related documentation is subject to the
following: 
(1) Duration of the license for the Licensed Software is limited to 12 months,
unless otherwise specified in the license file. 
(2) The Licensed Software is usable by one user at a time on a single designated
computer, unless otherwise agreed by Synopsys.  
(3) Licensed Software and documentation are to be used only on a designated
computer at the designated physical address provided by you on the APEX license
form. 
(4) The Licensed Software is not sub-licensable. 

T2 Labs / T2 Software:  As a condition to the grant of any license under this
Agreement, you represent and warrant that you will comply with all licenses,
agreements, rules and bylaws of the Bluetooth SIG (Special Interest Group )
applicable to the licensed software and documentation and its use which may
affect when and if you may take certain actions under licenses granted
hereunder.
 
The license grant under this Agreement is conditional to you being (i) a
Bluetooth SIG Associate member until such time as the specifications for the
software are made public to Bluetooth SIG members of any level and (ii)
thereafter a Bluetooth SIG member of any level.
 
Notwithstanding the terms contained in Section 2.3 (a), if the licensed software
includes proprietary software in source code format, you may make modifications
and create derivative works only to the extent necessary for improving the
performance of the source code with the NXP products or your products and for
creating enhancements of such products. You may not further sublicense or
otherwise distribute the source code, or any modifications or derivatives
thereof as stand-alone products.  You will be responsible for qualifying any
modifications or derivatives with the Bluetooth SIG and any other qualifying
bodies.

TARA Systems: Use of TARA Systems GUI technology Embedded Wizard is limited to
evaluation and demonstration only. Permitted distributions must be similarly
limited. Further rights must be obtained directly from TARA Systems.

Teensyduino Core Library:  If the Teensyduino Core Library or documentation is
incorporated into a build system that allows selection among a list of target
devices, then similar target devices manufactured by PJRC.com must be included
in the list of target devices and selectable in the same manner.

Texas Instruments: Your use of Texas Instruments Inc. WiLink8 Licensed Software
is restricted to NXP SoC based systems that include a compatible connectivity
device manufactured by TI.  

TES Electronic Solutions Germany (TES):  TES 3D Surround View software and
associated data and documentation may only be used for evaluation purposes and
for demonstration to third parties in integrated form on a board package
containing an NXP S32V234 device. Licensee may not distribute or sublicense the
TES software. Your license to the TES software may be terminated at any time
upon notice.

Vivante: Distribution of Vivante software must be a part of, or embedded within,
Authorized Systems that include a Vivante Graphics Processing Unit.  

Wittenstein:  Your use of the SafeRTOS v9.x and Networking Stack, in object
form, is limited to your internal testing, evaluation, feedback and development
specifically for use with an NXP Product.  Licensee’s license to use and supply
the software to you expires on June 25, 2026.  Further rights must be obtained
directly from Wittenstein.