LA_OPT_NXP_Software License v.65 October 2026
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 employer, to bind your employer to these terms. In the event of a conflict between the terms of this Agreement and any license terms and conditions for NXP’s proprietary software embedded within the Licensed Software, the terms of this Agreement will control. If a separate license agreement for the Licensed Software has been signed by you (or on behalf of your employer) and NXP, then that agreement will govern your use of the Licensed Software and will supersede this Agreement.
NXP SOFTWARE LICENSE AGREEMENT
This Agreement is entered into between your employer, on whose behalf you are authorized to accept this Agreement, or, if you are acting in your individual capacity, you("Licensee"), and NXP USA, Inc., if Licensee is located within the USA, or NXP Semiconductors Netherlands B.V., if Licensee is located outside of the USA (“NXP”). This Agreement governs Licensee’s access to and use of the software provided by NXP in object code or source code form and any accompanying written materials together with any associated documentation, updates, upgrades, bug fixes, error corrections, and related materials (collectively, the "Licensed Software"). By downloading, installing, accessing, or using the Licensed Software, Licensee agrees to be bound by this Agreement. If Licensee does not agree to these terms, Licensee must not download, install, access, or otherwise use the Licensed Software. Upon termination of Licensee's acceptance of this Agreement, Licensee must immediately cease all use of the Licensed Software and destroy or permanently delete all copies in its possession or under its control. Any authorized copies previously distributed by Licensee will remain subject to this Agreement.
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 (A) Licensee’s hardware product which incorporates an NXP Product, or (B) Licensee’s software program which is used exclusively in connection with an NXP Product.
1.3. “Confidential Information” means any information disclosed by NXP to Licensee that: (A) if disclosed in writing or in some other tangible form, is marked at the time of disclosure as being “Confidential” or “Proprietary” or with words of similar import, (B) if disclosed orally or by inspection, is identified at the time of disclosure as confidential and is summarized in a written memorandum transmitted to Licensee within thirty (30) days after such disclosure with sufficient specificity to permit identification, or (C) a reasonable person would recognize as confidential or proprietary considering the nature of the information and the circumstances of disclosure. The Licensed Software is NXP’s Confidential Information whether or not identified as such in writing or otherwise. Confidential Information does not include any information that: (1) is, or becomes, publicly known through no wrongful act on Licensee’s part, (2) is already known to Licensee, or becomes lawfully known to Licensee, without restriction on disclosure, or (3) is independently developed by Licensee without use of or reference to any of NXP’s Confidential Information.
1.4. “Effective Date” means the earlier of the date that Licensee selects the “I Accept” button for this Agreement, or downloads, installs, accesses, or otherwise uses the Licensed Software.
1.5. “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 any right to apply for, any of the foregoing.
1.6. “Limited Derivative Work(s)” means derivative works of the Licensed Software created through any of the following activities: (A) adding other source code to the Licensed Software provided in source code form, without modification to the Licensed Software source code, (B) compiling any source code into object code, or (C) integrating the Licensed Software provided in source code form into Licensee’s Authorized System without modifying the Licensed Software source code, in each case, only to the extent that the copyrighted material provided by NXP, in any form, is not modified.
1.7. “NXP Product” means a hardware product or service (including cloud platform services) supplied directly or indirectly by NXP or an NXP Affiliate, unless a specific product or service is identified in the Software Bill of Materials, in which case this definition is limited to that product or service.
1.8. “Software Bill of Materials” or “SBOM” means the inventory that may accompany the Licensed Software and identifies the contents of the Licensed Software, including, but not limited, to the identification of any Third Party Software, if any, and may also contain other related information, such as whether the license under Section 2.3 is applicable. The term Software Bill of Materials includes any equivalent document, whether designated as a Software Bill of Materials, software content register, or otherwise.
1.9. “Third Party Software” means any software included in the Licensed Software that is neither NXP proprietary software nor open source software and that is subject to separate or different license terms.
2.1. Scope. Unless the Software Bill of Material expressly grants Licensee the Production License set forth under Section 2.3, Licensee is granted only the rights set forth under Section 2.2 and is not granted any rights under Section 2.3.
2.2. Development Non-Production License. Subject to the terms and conditions of this Agreement NXP grants Licensee a worldwide, non-transferable, non-exclusive, non-sublicensable license, solely for the development and demonstration of an Authorized System:
(A) to use and reproduce the Licensed Softwaresolely in combination with an NXP Product;
(B) for Licensed Software provided in source code form, to prepare Limited Derivative Works of the Licensed Softwaresolely for use in combination with an NXP Product; and
(C) to demonstrate the Licensed Software, as part of an Authorized System, to Licensee’s direct customers, if the demonstration is directly controlled by Licensee. Demonstrations to any other third party require NXP’s written approval (email sufficient) and may only be made to the approved third parties or at the approved events. Licensee must not leave the Licensed Software with any direct customer or other third party at any time.
Licensee may not distribute or sublicense the Licensed Software to others under the license granted in this Section 2.2.
2.3. Production License. If expressly authorized in the Software Bill of Materials and subject to the terms and conditions of this Agreement, NXP grants Licensee a worldwide, non-transferable, non-exclusive, non-sublicensable license solely in connection with Licensee’s manufacturing and distribution of an Authorized System:
(A) to use and reproduce the Licensed Software exclusively in connection with an NXP Product;
(B) to prepare Limited Derivative Works of the Licensed Software provided to Licensee in source code form solely for use in combination with an NXP Product;
(C) to distribute the Licensed Software in object code only as part of an Authorized System; and
(D) to sublicense to others the right to use the distributed Licensed Software in object code only as included within the Authorized System.
2.4. Third Party Software. Separate license grants applicable to Third Party Software, or other terms applicable to the Licensed Software that differ from those granted in this Section 2, are contained in Appendix A and will prevail over the licenses granted under Sections 2.2 and 2.3. The Licensed Software may be accompanied by a Software Bill of Materials, which identifies the portion of the Licensed Software, if any, that is subject to the different terms set forth in Appendix A.
2.5. Subcontractors. Licensee may use subcontractors to exercise Licensee’s rights under Sections 2.2 and 2.3, if Licensee has an agreement in place with the subcontractor containing terms no less restrictive than those contained in this Agreement. Licensee will remain liable for each of its subcontractors’ compliance with 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. Licensee will indemnify, defend, and hold harmless NXP against any and all claims, costs, damages, liabilities, judgments, and attorneys’ fees resulting from or arising out of any breach by any subcontractor. Notwithstanding anything to the contrary, Licensee must not, directly or indirectly, use any competitor of NXP as a subcontractor or otherwise permit any competitor of NXP to exercise Licensee’s rights under Sections 2.2 or 2.3. Any such competitor of NXP is expressly excluded as a subcontractor for the purposes of this Section 2.5 and this Agreement.
3. LICENSE LIMITATIONS AND RESTRICTIONS
3.1. Scope. The licenses granted under Section 2 only extend to NXP Intellectual Property Rights that would be infringed by the unmodified Licensed Software prior to Licensee’s preparation of any Limited Derivative Work.
3.2. Title. The Licensed Software is licensed to Licensee, not sold. Title to the Licensed Software delivered hereunder remains vested in NXP or NXP’s licensor(s) and cannot be assigned or transferred. Licensee is expressly forbidden from selling or otherwise distributing the Licensed Software, or any portion thereof, except as expressly permitted herein. This Agreement does not grant Licensee any implied rights under any NXP or third party Intellectual Property Rights.
3.3. Modifications. Licensee may not modify (except to prepare Limited Derivative Works), translate, reverse engineer, decompile, or disassemble the Licensed Software except to the extent applicable law specifically prohibits such restriction. When sublicensing the Licensed Software, Licensee must prohibit its 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. Reproduction of Notices. Licensee must reproduce any and all of NXP’s (and its third-party licensors’) copyright notices and other proprietary legends on copies of the Licensed Software.
3.5. Feedback. Licensee grants to NXP a non-exclusive, non-transferable, irrevocable, perpetual, worldwide, royalty-free, sublicensable license under Licensee’s 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.
3.6. Open Source License Restrictions. Licensee will not take or fail to take any action that could subject the Licensed Software to any license that, as a condition of use, modification or distribution of software, requires that such software or other software combined or distributed with the software be (A) disclosed or distributed in source code form; (B) licensed for the purpose of making derivative works; or (C) redistributable at no charge.
3.7. Use and Disclosure of Reports and Results. Licensee may not publish or distribute reports associated with the use of the Licensed Software to anyone other than NXP. Licensee may advise NXP of any results obtained from its 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.
3.8. Artificial Intelligence Restrictions. Licensee must not use the Licensed Software, in whole or in part, to train, retrain, fine-tune, or otherwise develop any machine learning model or artificial intelligence system. Any other use of the Licensed Software with or through an artificial intelligence or machine learning system remains subject to all terms, conditions, and restrictions applicable to the Licensed Software under this Agreement. Without limiting the foregoing, such use must not enable or permit any modification, adaptation, derivative work, disclosure, or other use of the Licensed Software that is not otherwise permitted under this Agreement. Licensee must at all times comply with the confidentiality, security, and disclosure restrictions applicable to the Licensed Software. Any act performed by or through such a system at Licensee’s direction or for its benefit will be deemed an act of Licensee.
Open source software included in the Licensed Software, if any, is not licensed under this Agreement but under the terms of the applicable open source license(s) (e.g. BSD License, Apache License, or the GNU Lesser General Public License). Licensee’s use of such open source software is subject to the applicable license terms. If Licensee does not agree to the terms of an applicable open source license, Licensee may not use the corresponding open source software.
5. INTELLECTUAL PROPERTY RIGHTS.
5.1. Limited Derivative Works. Upon request, Licensee must provide NXP the source code of any modification of the Licensed Software, whether or not such modification constitutes a Limited Derivative Work.
Unless prohibited by applicable law, all modifications to the Licensed Software made by Licensee, including any Limited Derivative Works, together with all Intellectual Property Rights therein, will be owned by NXP. Licensee agrees to assign, and hereby assigns, to NXP all right, title, and interest in and to such modifications, and agrees to provide all assistance reasonably requested by NXP to establish, preserve or enforce such rights. Further, Licensee agrees to waive all moral rights relating to such modifications (including any Limited Derivative Works), such as rights of attribution and objection to their use or modification. Notwithstanding the foregoing and Section 3.1, Licensee will retain the license rights granted under Section 2 with respect to any Limited Derivative Works created by Licensee or its sublicensees.
5.2. Supplemental Grant. If the assignment set forth under Section 5.1 is prohibited by applicable law, Licensee agrees to grant, and hereby grants, to NXP an irrevocable, worldwide, royalty-free, sublicensable and perpetual license to make, have made, use, sell, offer to sell, import, commercialize, reproduce, and otherwise exploit any modifications to the Licensed Software, including Limited Derivative Works, without any payment to Licensee. Licensee agrees to provide all assistance reasonably requested by NXP to establish, preserve, or enforce such rights.
5.3. Essential Patents. NXP has no obligation to identify or obtain any license under any third-party Intellectual Property Right that may be necessary for Licensee’s use of the Licensed Software in connection with technology that is incorporated into an Authorized System, whether or not such technology forms part of the Licensed Software.
6. TERM AND TERMINATION
6.1. This Agreement is effective as of the Effective Date and will remain in effect until terminated as provided in this Section 6.
6.2. Termination by Licensee. Licensee may terminate this Agreement immediately upon written notice to NXP at the address provided below.
6.3. Termination by NXP. NXP may terminate this Agreement immediately upon written notice if Licensee: (A) breaches any of Licensee’s confidentiality obligations or the license restrictions under this Agreement; (B) becomes bankrupt or insolvent, or files a petition for bankruptcy or insolvency; (C) makes an assignment for the benefit of its creditors; (D) enters proceedings for winding up or dissolution; (E) is dissolved; (F) is nationalized or becomes subject to the expropriation of all or substantially all of its business or assets; or (G) experiences a Change-of-Control Event as a result of which a third party acquires control of Licensee. For the purposes of this section “control” means the power and ability to direct the management and policies of an entity through ownership of voting shares, by contract or otherwise. “Change-of-Control Event” means any corporate reorganization, acquisition, merger, or sale of all or substantially all of the assets of a division or business unit.
6.4. Termination for Default. 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 thirty (30) days after written notice thereof by the non-defaulting party to the defaulting party at the address below.
6.5. Effect of Termination. Upon termination of this Agreement, all licenses granted under Section 2 will terminate, except that licenses granted pursuant to Section 2.3 during the term of this Agreement to end-customer of Licensee’s Authorized Systems will survive such terminationand remain in effect in accordance with their terms. Upon termination of this Agreement, Licensee must destroy all copies of the Licensed Software and all Limited Derivative Works (if any) and provide NXP with a written certification confirming their destruction.
6.6. Survival. Notwithstanding the termination of this Agreement for any reason, the terms of Sections 1 and 3 through 15 will survive.
7. SUPPORT
Except as otherwise agreed by the parties under a separate agreement, NXP is not obligated to provide any support, upgrades, or new releases of the Licensed Software under this Agreement. If Licensee wishes, it may contact NXP and report problems and provide suggestions regarding the Licensed Software. NXP has no obligation to respond to such problem reports or suggestions. NXP may make changes to the Licensed Software at any time, without any obligation to notify Licensee or provide updated versions of the Licensed Software to Licensee. NXP is not responsible for the support and maintenance of any modifications, including, but not limited to, Limited Derivative Works, made to the Licensed Software by Licensee or its licensees.
For the avoidance of doubt, unless expressly governed by a separate agreement between the parties, any support, assistance, advice, or services provided by NXP to Licensee in connection with the Licensed Software will be governed by this Agreement and subject to all applicable terms, conditions, disclaimers, and limitations of liability, including Sections 8 (No Warranty), 9 (Indemnity), and 10 (Limitation of Liability).
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, whether express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, non-infringement, or any warranty that the Licensed Software is free from vulnerabilities. Licensee assumes the entire risk arising out of the use or performance of the Licensed Software, or any systems Licensee designs using the Licensed Software (if any).
Licensee will defend, indemnify, and hold harmless NXP from and against any and all claims, liabilities, damages, expenses, and costs (including reasonable attorneys’ fees) arising out of or related to (A) Licensee’s, its subcontractors’, or its distributees’ use of the Licensed Software, or (B) Licensee’s breach of this Agreement.
EXCEPT FOR LIABILITY ARISING FROM A BREACH OF SECTION 2 (LICENSE GRANTS), SECTION 3 (LICENSE LIMITATIONS AND RESTRICTIONS), SECTION 12 (CRITICAL APPLICATIONS), OR SECTION 14 (CONFIDENTIAL INFORMATION), OR FROM CLAIMS UNDER SECTION 9 (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 MAXIMUM EXTENT PERMITTED BY LAW. NXP’S TOTAL LIABILITY FOR ALL COSTS, DAMAGES, CLAIMS, OR LOSSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE LICENSED SOFTWARE WILL NOT EXCEED THE LESSER OF (A) THE AGGREGATE AMOUNT PAID DIRECTLY OR INDIRECTLY BY LICENSEE TO NXP IN CONNECTION WITH THE LICENSED SOFTWARE GIVING RISE TO THE CLAIM, OR (B) USD 250.
11.1. Each party will comply with all applicable laws and regulations, including, but not limited to, all export and import controls and restrictions, prohibited party lists, catch-all regulations, sanctions, and embargoes.
11.2. If the delivery or use of the Licensed Software under this Agreement is subject to the granting of an export or import license by a government or any governmental authority under any applicable law or regulation, or otherwise restricted or prohibited due to export or import control laws or regulations, NXP may suspend its obligations and Licensee's rights regarding delivery until the appropriate license is granted or for the duration of the restriction or prohibition, respectively, and NXP may even terminate this Agreement, without incurring any liability towards Licensee.
11.3. If an end-user statement is required, NXP will notify Licensee, and Licensee will promptly provide NXP all requested documentation. Licensee will inform NXP immediately if an import license is required, and Licensee will provide NXP with the applicable document as soon as it is available. By entering into this Agreement or accepting any Licensed Software, Licensee agrees that it will not use, export, re-export, transfer or otherwise deal with the Licensed Software or related documentation in violation of any applicable export or import control laws and regulations.
11.4. Prohibition of Export to Russian Federation
(A) With respect to any activity that falls under the scope of Articles 12g or 12ga of Council Regulation (EU) No 833/2014, or Council Regulation (EU) No 765/2006 (as the case requires), Licensee will not (1) sell, export or re-export, directly or indirectly, any item, or (2) sell, license or sublicense any Intellectual Property Rights or trade secrets, to the Russian Federation or Belarus, or for use in the Russian Federation or Belarus.
(B) Licensee will ensure that the purpose of Section 11.4.(A) is not frustrated by any third parties further down the commercial chain, including by resellers, sublicensees, or both.
(C)Licensee will set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by either resellers, sublicensees, or both, that would frustrate the purpose of Section 11.4.(A).
(D)Any violation of Sections 11.4.(A) - (C) will constitute a material breach of this Agreement, and NXP will be entitled to seek appropriate remedies, including, but not limited to:
(1) termination of this Agreement; and
(2) suspension of any of its business relationships with Licensee, its Affiliates or both, until the breach of Section 11.4.(A) is remedied, and
(3) a plan to remedy the breach.
(E) Licensee will immediately inform NXP about any problems in applying Section 11.4.(A) – (C), including any relevant activities by third parties that could frustrate the purpose of Section 11.4. (A). Licensee will make available to NXP information concerning compliance with the obligations under Sections 11.4.(A) – (C) within two (2) weeks of the request for information.
11.5. If Licensee sells 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 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. The Licensed Software was developed exclusively at private expense and constitutes a “commercial product” and “commercial computer software,” and the related documentation constitutes “commercial computer software documentation,” as applicable, under 48 C.F.R. Section 2.101 (FAR 2.101), 48 C.F.R. Section 12.212 (FAR 12.212), and 48 C.F.R. Section 227.7202 (DFARS 227.7202). The Licensed Software may be licensed to or shared with U.S. Government end users only in object code form and solely as incorporated into, or embedded in, Authorized Systems.
11.6. Any agreement pursuant to which Licensee shares the Licensed Software must (A) include terms that reiterate the restrictions and limitations set forth in this Section 11, and (B) require all sub-agreements to include terms that reiterate the restrictions and limitations set forth in this Section 11.
In certain cases, NXP or its Affiliates may promote certain software for use in developing, or for incorporation into, products or services that (1) require fail-safe performance, (2) could, upon failure, cause death or personal injury, or (3) are intended for military or aerospace applications (collectively "Critical Applications"). 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, software, and services, regardless of any information or support that may be provided by NXP or its Affiliates. Licensee represents and warrants that Licensee has all needed technical expertise and system knowledge concerning its products, software, and services, and will install safeguards and redundancies that prevent failures and minimize risks in Critical Applications. It is Licensee’s sole responsibility to determine whether the Licensed Software is suitable and fit for Licensee’s products, software, and services. Licensee will indemnify and hold NXP and its Affiliates harmless from any claims, liabilities, damages, and associated costs and expenses (including attorneys’ fees) arising out of or relating to Licensee’s incorporation of any Licensed Software in a Critical Application if:
(A) the Licensed Software design, specifications, or instructions were furnished by Licensee;
(B) the Licensed Software is not identified in NXP’s specification as developed in compliance with either ISO26262 (for automotive applications) or IEC61508 (for non-automotive applications);
(C) the Licensed Software is used in a military or aerospace application;
(D) Licensee’s product, software, or service is defective; or
(E) Licensee’s product, software, or service is not developed in compliance with ISO26262 (for automotive applications) or IEC61508 (for non-automotive applications).
Only Licensed Software that NXP or its Affiliates have specifically designated as “Automotive Qualified” is designed and intended for use in an automotive application or environment. If Licensee uses any Licensed Software that has not been designated as “Automotive Qualified” in an automotive application or environment, Licensee does so at its own risk.
13.1. When Licensed 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 Licensed Software, and Licensee agrees that any litigation will be subject to the exclusive jurisdiction of the state or federal courts in Austin, Texas, USA.
13.2. When Licensed 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 Licensed Software, and Licensee agrees that any litigation will be subject to the exclusive jurisdiction of the courts in Amsterdam, The Netherlands.
13.3. In any event, however, 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 Agreement. To the extent permitted by applicable law, Licensee agrees that regardless of any statute or law to the contrary, any claim or cause of action by Licensee arising out of or related to this Agreement or the Licensed Software must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Subject to the license grants and restrictions contained herein, Licensee agrees to retain the Confidential Information, including the Licensed Software, in confidence and not disclose it to any third party except as expressly permitted under this Agreement. Licensee may not disclose any part of the Confidential Information 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 such Confidential Information to exercise Licensee’s rights under this Agreement and who are bound by written obligations of confidentiality and restricted use at least as protective as those set forth in this Agreement. Licensee agrees to use the same degree of care, but no less than a reasonable degree of care, to protect the Confidential Information as it uses to protect its own confidential information. Licensee may disclose the Confidential Information to the extent required by applicable law, a court order, or a requirement of a governmental authority, if, to the extent legally permitted: (A) Licensee notifies NXP of such requirement prior to disclosure, (B) Licensee only discloses the minimum information required, and (C) Licensee allows NXP the opportunity to seek a protective order or other appropriate remedy.
15.1. TRADEMARKS. Licensee is not authorized to use any NXP trademarks, brand names, or logos.
15.2. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between Licensee 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 cannot be amended or changed except by written agreement signed by Licensee and NXP.
15.3. 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 Licensee 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.
15.4. 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.
15.5. AUDIT. During the term of this Agreement and for three (3) years following its expiration or termination, Licensee will maintain full, clear, and accurate records regarding Licensee’s use, distribution, and sublicensing of the Licensed Software and its compliance with 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 per calendar year, and during normal business hours, such records solely to verify Licensee’s compliance with this Agreement. Licensee must promptly make any adjustments necessary to correct errors or omissions identified through the examination or audit.
15.6. NOTICES. All notices and communications under this Agreement will be made in writing, and will be effective when received at the following addresses: (A) for NXP USA, Inc.: 6433 Champion Grandview Way, Building 1, Austin, Texas 78750, ATTN: Law Department; or (B) for NXP Semiconductors Netherlands B.V.: High Tech Campus 60, 5656 AG Eindhoven, The Netherlands; and in all cases an additional copy to general.counsel@nxp.com, and for Licensee: at the address in the quotation document, or if there is no quotation document, the address provided by Licensee in NXP’s software portal.
15.7. 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.
15.8. SUCCESSION AND ASSIGNMENT. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns. Licensee 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.
15.9. PRIVACY. By agreeing to this Agreement 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 a 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, 2026.
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 disassemble 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 an 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.
Use of the XA NN library is limited to execution on Cadence processor cores and not permitted non-Cadence platforms. Redistribution is permitted only as part of an NXP SOC based product and must include all copyright and permission notices. The library is provided “as is” without warranties, and no rights are granted to any third-party technologies that may be required for use. Full license terms are available from Cadence Design Systems, Inc.
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 a 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 fails 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: https://ftdichip.com/driver-licence-terms-details/
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 such, if any. For the use of Lumissil software, Lumissil is a third-party beneficiary of 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 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 EAD: Use of the following MM SOLUTIONS software is limited to use in conjunction with NXP Products that have the Imaging Subsystem Processor (ISP) enabled (fusing configuration), as indicated in the applicable data sheet: (i) MMS Tuning Tool; (ii) Camera Development Kit (uGuzzi); (iii) and additional Camera Software. For the purposes of this Agreement, “Camera Software” means: (a) AEC (Auto Exposure Control); (b) AWB (Auto White Balance), (c) Auto Focus; (d) Wide Dynamic Range; (e) LED Flicker Mitigation; and (f) Multi-Camera Harmonization. In no event may Licensee distribute or sublicense the MM SOLUTIONS software, unless otherwise licensed to do so by issuance of the distribution rights under Section 2.3 of the Agreement. Any further rights must be obtained directly from MM SOLUTIONS directly.
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 are subject to the terms of Section 2.2 only. Any commercial distribution rights are subject to a separate royalty agreement obtained from NXP.
In connection with the voice communication algorithm Conversa, Licensee may receive from DevExpress or LightningChart a tuning tool consisting of certain libraries identified as [name].dll (“Tool”). Licensee may use Conversa and the Tool solely for its internal testing, evaluation, and product development activities and only to tune Licensee’s products for use with Conversa. Licensee must not use Conversa or the Tool for any other purpose or distribute, sublicense, disclose, or otherwise make the Tool available to any third party. Licensee may incorporate or use Conversa in or with any product intended for commercial distribution or use only after Licensee and NXP have executed a separate royalty-bearing agreement authorizing such use.
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 the 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.: Notwithstanding 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 - Notwithstanding 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 a third-party beneficiary 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 twelve (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.