LA_OPT_NXP_Software_License v51 November 2023 

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 NXP B.V. ("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. 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 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.

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
.

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

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

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.

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.