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1LA_OPT_NXP_Software_License v56 April 2024 1LA_OPT_NXP_Software_License v62 May 2025
2IMPORTANT. Read the following NXP Software License Agreement ("Agreement") 2IMPORTANT. Read the following NXP Software License Agreement ("Agreement")
3completely. By selecting the "I Accept" button at the end of this page, or by 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 4downloading, installing, or using the Licensed Software, you indicate that you
@@ -157,6 +157,8 @@ of 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 157results obtained from your use of the Licensed Software, including any problems
158or suggested improvements thereof, and NXP retains the right to use such 158or suggested improvements thereof, and NXP retains the right to use such
159results and related information in any manner it deems appropriate. 159results and related information in any manner it deems appropriate.
1603.9. Licensee may not use the Licensed Software as data or training
161input to any artificial intelligence models or machine learning algorithms.
1604. OPEN SOURCE. Open source software included in the Licensed 1624. OPEN SOURCE. Open source software included in the Licensed
161Software is not licensed under the terms of this Agreement but is instead 163Software 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 164licensed under the terms of the applicable open source license(s), such as the
@@ -222,9 +224,10 @@ to you.
222disclaims any warranty for the Licensed Software. The Licensed Software is 224disclaims any warranty for the Licensed Software. The Licensed Software is
223provided "AS IS", without warranty of any kind, either express or implied, 225provided "AS IS", without warranty of any kind, either express or implied,
224including without limitation the implied warranties of merchantability, fitness 226including without limitation the implied warranties of merchantability, fitness
225for a particular purpose, or non-infringement. You assume the entire risk 227for a particular purpose, non-infringement, or any warranty that the Licensed
226arising out of the use or performance of the licensed software, or any systems 228Software is free from vulnerabilities. You assume the entire risk arising out
227you design using the licensed software (if any). 229of the use or performance of the licensed software, or any systems you design
230using the licensed software (if any).
22810. INDEMNITY. You agree to fully defend and indemnify NXP from all 23110. INDEMNITY. You agree to fully defend and indemnify NXP from all
229claims, liabilities, and costs (including reasonable attorney’s fees) related 232claims, liabilities, and costs (including reasonable attorney’s fees) related
230to (1) your use (including your subcontractor’s or distributee’s use, if 233to (1) your use (including your subcontractor’s or distributee’s use, if
@@ -242,21 +245,52 @@ COSTS, DAMAGES, CLAIMS, OR LOSSES WHATSOEVER ARISING OUT OF OR IN CONNECTION
242WITH THIS AGREEMENT OR PRODUCT(S) SUPPLIED UNDER THIS AGREEMENT IS LIMITED TO 245WITH 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 246THE AGGREGATE AMOUNT PAID BY YOU TO NXP IN CONNECTION WITH THE LICENSED
244SOFTWARE PROVIDED UNDER THIS AGREEMENT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. 247SOFTWARE PROVIDED UNDER THIS AGREEMENT TO WHICH LOSSES OR DAMAGES ARE CLAIMED.
24512. EXPORT COMPLIANCE. Each party shall comply with all applicable 248
246export and import control laws and regulations including but not limited to the 24912. EXPORT COMPLIANCE.
247US Export Administration Regulation (including restrictions on certain military 25012.1 Each party shall comply with all applicable export and import control
248end uses and military end users as specified in Section 15 C.F.R. § 744.21 and 251laws and regulations including but not limited to the US Export Administration
249prohibited party lists issued by other federal governments), Catch-all 252Regulation (including restrictions on certain military end uses and military
250regulations and all national and international embargoes. Each party further 253end users as specified in Section 15 C.F.R. § 744.21 and prohibited party
251agrees that it will not knowingly transfer, divert, export or re-export, 254lists issued by other federal governments), Catch-all regulations and all
252directly or indirectly, any product, software, including software source code, 255national and international embargoes. Each party further agrees that it will
253or technology restricted by such regulations or by other applicable national 256not knowingly transfer, divert, export or re-export, directly or indirectly,
254regulations, received from the other party under this Agreement, or any direct 257any product, software, including software source code, or technology restricted
255product of such software or technical data to any person, firm, entity, country 258by such regulations or by other applicable national regulations, received from
256or destination to which such transfer, diversion, export or re-export is 259the other party under this Agreement, or any direct product of such software or
257restricted or prohibited, without obtaining prior written authorization from 260technical data to any person, firm, entity, country or destination to which
258the applicable competent government authorities to the extent required by those 261such transfer, diversion, export or re-export is restricted or prohibited,
259laws. 262without obtaining prior written authorization from the applicable competent
263government authorities to the extent required by those laws.
26412.2 Prohibition of Export to Russian Federation
265
266(a) With respect to activity that falls under the scope of Article 12g,
26712ga of Council Regulation (EU) No 833/2014, or Council Regulation (EU) No
268765/2006 (as the case requires), you (a) will not sell, export or re-export,
269directly or indirectly any item, and (b) will not sell, license or sublicense
270any intellectual property rights or trade secrets, to the Russian Federation or
271Belarus, or for use in the Russian Federation or Belarus.
272
273(b) You will ensure that the purpose of paragraph (a) above is not
274frustrated by any third parties further down the commercial chain, including by
275either resellers, sublicensees, or both.
276
277(c) You will set up and maintain an adequate monitoring mechanism to detect
278conduct by any third parties further down the commercial chain, including by
279either resellers, sublicensees, or both, that would frustrate the purpose of
280paragraph (a).
281
282(d) Any violation of paragraphs (a), (b) or (c) will constitute a material
283breach of this Agreement, and NXP will be entitled to seek appropriate
284remedies, including, but not limited to: (i) termination of these Terms; (ii)
285suspension of any of its business relationships with you, youraffiliates or
286both, until the breach of paragraph (a) above is remedied, and (iii) a plan to
287remedy the breach.
288
289(e) You will immediately inform NXP about any problems in applying
290paragraphs (a), (b) or (c), above, including any relevant activities by third
291parties that could frustrate the purpose of paragraph (a). You will make
292available to NXPinformation concerning compliance with the obligations under
293paragraphs (a), (b) and (c) within 2 weeks of the request for information.
26013. GOVERNMENT CONTRACT COMPLIANCE 29413. GOVERNMENT CONTRACT COMPLIANCE
26113.1. If you sell Authorized Systems directly to any government or public 29513.1. If you sell Authorized Systems directly to any government or public
262entity, including U.S., state, local, foreign or international governments or 296entity, including U.S., state, local, foreign or international governments or
@@ -403,7 +437,7 @@ directly from AGGIOS, Inc.
403 437
404Airbiquity Inc.: The Airbiquity software may only be used in object code and 438Airbiquity Inc.: The Airbiquity software may only be used in object code and
405Licensee may not sublicense the Airbiquity software to any third party. 439Licensee may not sublicense the Airbiquity software to any third party.
406Licensee’s license to use the Airbiquity software expires on June 30, 2024. 440Licensee’s license to use the Airbiquity software expires on June 30, 2026.
407 441
408Amazon: Use of the Amazon software constitutes your acceptance of the terms of 442Amazon: Use of the Amazon software constitutes your acceptance of the terms of
409the Amazon Program Materials License Agreement (including the AVS Component 443the Amazon Program Materials License Agreement (including the AVS Component
@@ -542,7 +576,7 @@ provide Fraunhofer your name and contact information.
542 576
543Future Technology Devices International Ltd.: Future Technology Devices 577Future Technology Devices International Ltd.: Future Technology Devices
544International software must be used consistent with the terms found here: 578International software must be used consistent with the terms found here:
545http://www.ftdichip.com/Drivers/FTDriverLicenceTerms.htm 579https://ftdichip.com/driver-licence-terms-details/
546 580
547Global Locate (Broadcom Corporation): Use of Global Locate, Inc. software is 581Global Locate (Broadcom Corporation): Use of Global Locate, Inc. software is
548limited to evaluation and demonstration only. Permitted distributions must be 582limited to evaluation and demonstration only. Permitted distributions must be
@@ -603,10 +637,17 @@ Licensed Software includes proprietary software of MindTree in source code
603format, Licensee may make modifications and create derivative works only to the 637format, Licensee may make modifications and create derivative works only to the
604extent necessary for debugging of the Licensed Software. 638extent necessary for debugging of the Licensed Software.
605 639
606MM SOLUTIONS AD: Use of MM SOLUTIONS AEC (Auto Exposure Control) and AWB (Auto 640MM SOLUTIONS EAD: Use of the following MM SOLUTIONS software is limited to use
607White Balance) software is limited to demonstration, testing, and evaluation 641in conjuncture with NXP Products that have the Imaging Subsystem Processor
608only. In no event may Licensee distribute or sublicense the MM SOLUTIONS 642(ISP) enabled (fusing configuration), as indicated in the applicable data
609software. Further rights must be obtained directly from MM SOLUTIONS. 643sheet: (i) MMS Tuning Tool; (ii) Camera Development Kit (uGuzzi); (iii) and
644additional Camera Software. For the purposes of this Agreement, “Camera
645Software” means: (a) AEC (Auto Exposure Control); (b) AWB (Auto White
646Balance), (c) Auto Focus; (d) Wide Dynamic Range; (e) LED Flicker Mitigation;
647and (f) Multi-Camera Harmonization. In no event may Licensee distribute or
648sublicense the MM SOLUTIONS software, unless otherwise licensed to do so by
649issuance of the distribution rights under Section 2.3 of the Agreement. Any
650further rights must be obtained directly from MM SOLUTIONS directly.
610 651
611MPEG LA: Use of MPEG LA audio or video codec technology is limited to 652MPEG LA: Use of MPEG LA audio or video codec technology is limited to
612evaluation and demonstration only. Permitted distributions must be similarly 653evaluation and demonstration only. Permitted distributions must be similarly
@@ -617,10 +658,19 @@ Licensee under any circumstance, even by a signed written amendment to this
617Agreement. 658Agreement.
618 659
619NXP Voice Software: VoiceSpot, VoiceSeeker (including AEC), VIT Speech to 660NXP Voice Software: VoiceSpot, VoiceSeeker (including AEC), VIT Speech to
620Intent, and Conversa may be used for evaluation or demonstration purposes only. 661Intent, and Conversa are subject to the terms of Section 2.2 only. Any
621Any commercial distribution rights are subject to a separate royalty agreement 662commercial distribution rights are subject to a separate royalty agreement
622obtained from NXP. 663obtained from NXP.
623 664
665Together with the voice communication algorithm Conversa Licensee may get a
666tuning tool from DevExpress and/or Lightning Chart in form of certain libraries
667noted as ([name].dll) (“Tool”). Conversa as well as the Tool may only be
668used by Licensee internally during testing, evaluation or product development
669solely for tuning purposes of Licensee’s products in connection with
670Conversa. Any use of Conversa or the Tool outside the scope of this license is
671strictly prohibited, distributing the Libraries in any form. Licensee may use
672Conversa in connection with its products only following the execution of a
673separate royalty agreement with NXP.
624NXP Wireless Charging Library: License to the Software is limited to use in 674NXP Wireless Charging Library: License to the Software is limited to use in
625inductive coupling or wireless charging applications 675inductive coupling or wireless charging applications
626 676
@@ -767,3 +817,9 @@ upon notice.
767 817
768Vivante: Distribution of Vivante software must be a part of, or embedded 818Vivante: Distribution of Vivante software must be a part of, or embedded
769within, Authorized Systems that include a Vivante Graphics Processing Unit. 819within, Authorized Systems that include a Vivante Graphics Processing Unit.
820
821Wittenstein: Your use of the SafeRTOS v9.x and Networking Stack, in object
822form, is limited to your internal testing, evaluation, feedback and development
823specifically for use with an NXP Product. Licensee’s license to use and
824supply the software to you expires on June 25, 2026. Further rights must be
825obtained directly from Wittenstein.