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Diffstat (limited to 'EULA')
| -rw-r--r-- | EULA | 106 |
1 files changed, 52 insertions, 54 deletions
@@ -1,4 +1,4 @@ -LA_OPT_NXP_Software_License v10 December 2019 +LA_OPT_NXP_Software_License v11 February 2020 IMPORTANT. Read the following NXP Software License Agreement ("Agreement") completely. By selecting the "I Accept" button at the end of this page, or by @@ -196,32 +196,24 @@ 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 subcontractor. -6. PATENT COVENANT NOT TO SUE. As partial, material consideration for the -rights granted to you under this Agreement, you covenant not to sue or -otherwise assert your patents against NXP or an NXP Affiliate, or a NXP -licensee of the Licensed Software for infringement of your Intellectual -Property Rights by the manufacture, use, sale, offer for sale, importation or -other disposition or promotion of the Licensed Software and/or any -redistributed portions of the Licensed Software. - -7. ESSENTIAL PATENTS. NXP has no obligation to identify or obtain any +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). -8. TERM AND TERMINATION. This Agreement will remain in effect unless +7. TERM AND TERMINATION. This Agreement will remain in effect unless terminated as provided in this Section. -8.1. You may terminate this Agreement immediately upon written notice +7.1. You may terminate this Agreement immediately upon written notice to NXP at the address provided below. -8.2. Either party may terminate this Agreement if the other party is in +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. -8.3. Notwithstanding the foregoing, NXP may terminate this Agreement +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 @@ -229,17 +221,17 @@ 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. -8.4. Upon termination of this Agreement, all licenses granted under +7.4. Upon termination of this Agreement, all licenses granted under Section 2 will expire. -8.5. After termination of this Agreement by either party you will +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. -8.6. Notwithstanding the termination of this Agreement for any reason, -the terms of Sections 1 and 3 through 25 will survive. +7.6. Notwithstanding the termination of this Agreement for any reason, +the terms of Sections 1 and 3 through 24 will survive. -9. SUPPORT. NXP is not obligated to provide any support, upgrades or +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 @@ -247,7 +239,7 @@ suggestion. NXP may make changes to the Licensed Software at any time, without any obligation to notify or provide updated versions of the Licensed Software to you. -10. NO WARRANTY. To the maximum extent permitted by law, NXP expressly +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 @@ -255,15 +247,15 @@ for a particular purpose, or non-infringement. You assume the entire risk arising out of the use or performance of the licensed software, or any systems you design using the licensed software (if any). -11. INDEMNITY. You agree to fully defend and indemnify NXP from all +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. -12. LIMITATION OF LIABILITY. EXCLUDING LIABILITY FOR A BREACH OF +11. LIMITATION OF LIABILITY. EXCLUDING LIABILITY FOR A BREACH OF SECTION 2 (LICENSE GRANTS), SECTION 3 (LICENSE LIMITATIONS AND RESTRICTIONS), -SECTION 17 (CONFIDENTIAL INFORMATION), OR CLAIMS UNDER SECTION 11(INDEMNITY), +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 @@ -274,7 +266,7 @@ 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. -13. EXPORT COMPLIANCE. Each party shall comply with all applicable +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 prohibited party lists issued by other federal governments), Catch-all regulations and all national and @@ -288,9 +280,9 @@ such transfer, diversion, export or re-export is restricted or prohibited, without obtaining prior written authorization from the applicable competent government authorities to the extent required by those laws. -14. GOVERNMENT CONTRACT COMPLIANCE +13. GOVERNMENT CONTRACT COMPLIANCE -14.1. If you sell Authorized Systems directly to any government or public +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 @@ -298,7 +290,7 @@ warranties whatsoever about compliance with government or public entity acquisition statutes or regulations, including, without limitation, statutes or regulations that may relate to pricing, quality, origin or content. -14.2. The Licensed Software has been developed at private expense and is a +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 @@ -309,20 +301,25 @@ Licensed Software will include a provision that reiterates the limitations of this document and requires all sub-agreements to similarly contain such limitations. -15. CRITICAL APPLICATIONS - -15.1. You make the ultimate design decisions regarding your products and -are solely responsible for compliance with all legal, regulatory, safety, and -security related requirements concerning your products, regardless of any -information or support that may be provided by NXP. The Licensed Software is -not designed for use in connection with products, applications, or systems -where a failure could cause personal injury or death. If Licensee's, or -Licensee's contractors or distributees, permit use of the Licensed Software for -such products, applications, or systems, Licensee agrees to indemnify NXP and -its officers and employees from all liability, including attorneys' fees and -costs. - -16. CHOICE OF LAW; VENUE. This Agreement will be governed by, +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. This Agreement will be governed by, construed, and enforced in accordance with the laws of The Netherlands, without regard to conflicts of laws principles, will apply to all matters relating to this Agreement or the Licensed Software, and you agree that any litigation will @@ -330,7 +327,7 @@ be subject to the exclusive jurisdiction of the courts of Amsterdam, The Netherlands. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this document. -17. CONFIDENTIAL INFORMATION. Subject to the license grants and +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 @@ -347,16 +344,16 @@ 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. -18. TRADEMARKS. You are not authorized to use any NXP trademarks, brand +17. TRADEMARKS. You are not authorized to use any NXP trademarks, brand names, or logos. -19 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement +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. -20. SEVERABILITY. If any provision of this Agreement is held for any +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 @@ -365,11 +362,11 @@ invalid or unenforceable provision will be replaced with a provision that is valid and enforceable and that comes closest to the intention underlying the invalid or unenforceable provision. -21. NO WAIVER. The waiver by NXP of any breach of any provision of this +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. -22. AUDIT. You will keep full, clear and accurate records with respect +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 @@ -379,24 +376,25 @@ compliance with the limited license rights granted above. You must make prompt adjustment to compensate for any errors and/or omissions disclosed by such examination or audit. -23. NOTICES. All notices and communications under this +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 + NXP: NXP B.V. + High Tech Campus 60 + 5656 AG Eindhoven + The Netherlands + ATTN: Legal Department You: The address provided at registration will be used. -24. RELATIONSHIP OF THE PARTIES. The parties are independent +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. -25. SUCCESSION AND ASSIGNMENT. This Agreement will be binding upon and +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 |