This is a legal agreement between you (either as an individual or as an authorized representative of your employer) and NXP® Semiconductors, Inc. (“NXP”). By ordering a product sample (“Sample”) from this site or subsequently using a Sample, you agree to all of the terms of this Agreement.
NXP is NOT obligated to provide any support. If you wish, you may contact NXP and report problems and provide suggestions regarding the Sample. NXP has no obligation whatsoever to respond in any way to such a problem report or suggestion. NXP may make changes to the Sample at any time, without any obligation to notify or provide updated versions of the Sample to you.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NXP EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SAMPLE. THE SAMPLE 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 SAMPLE, OR ANY SYSTEMS YOU DESIGN USING THE SAMPLE (IF ANY). NOTHING IN THIS AGREEMENT MAY BE CONSTRUED AS A WARRANTY OR REPRESENTATION BY NXP THAT THE SAMPLE OR ANY SYSTEM DEVELOPED WITH OR INCORPORATING THE SAMPLE WILL BE FREE FROM INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
You agree to fully defend and indemnify NXP from any and all claims, liabilities, and costs (including reasonable attorney’s fees) related to (1) your use of the Sample or (2) your violation of the terms and conditions of this Agreement.
Samples are not intended or authorized for use in anti-personnel landmines, and you agree it will not be used for such purpose. Upon request from NXP®, you will furnish a written certification that neither you nor your customers use or permit the use of Samples in anti-personnel landmines.
You must not resell Samples, through brokers, exporters, or otherwise, except as integrated into a product sold by you that contains substantial value added circuitry or software. If you breach the terms of this section, in addition to NXP’s cancellation rights, you agree to fully indemnify NXP, its officers, employees and distributors, from any and all liability related to such resale, including attorneys’ fees and costs.
DISCLAIMER FOR CRITICAL APPLICATIONS
Sample is not intended or authorized for use in a product surgically implanted into the body, for a life support product or for other products for which a Sample failure could cause personal injury or death. If you or your customers use or permit the use of Samples for such unintended or unauthorized uses, you agree to fully indemnify NXP and its affiliates, and the officers, employees and distributors of each, from all liability related to such use, including attorneys’ fees and costs.
LIMITATION OF LIABILITY
IN NO EVENT WILL NXP 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.
COMPLIANCE WITH LAWS
You must use the Sample in accordance with all applicable laws, regulations and statutes. You agree that neither you nor your licensees (if any) intend to or will, directly or indirectly, export or transmit the Sample to any country in violation of export restrictions.
CHOICE OF LAW; VENUE; LIMITATIONS
You agree that the statutes and laws of the United States and the State of Texas, USA, without regard to conflicts of laws principles, will apply to all matters relating to this Agreement or the Sample, and you agree that any litigation will be subject to the exclusive jurisdiction of the state or federal courts in Travis County, Texas, USA. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement or the Sample must be filed within one (1) year after such claim or cause of action arose or be forever barred.
You are not authorized to use any NXP trademarks, brand names, or logos.
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, executed by you and NXP.
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.
DISCLAIMER OF WARRANTY:
NXP DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE AVAILABILITY, USE, TIMELINESS, SECURITY, VALIDITY, ACCURACY, OR RELIABILITY OF, OR THE RESULTS OF THE USE OF, OR OTHERWISE RESPECTING, THE CONTENT OF THE SITE OR ANY OTHER WEB SITES LINKED TO OR FROM THE SITE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL, OR USE OF THIS SITE. THE CONTENT OF THE SITE IS PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO APPLICABLE LAW, NXP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHER VIOLATION OF RIGHTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NXP WILL BE DEEMED TO ALTER THIS DISCLAIMER OF WARRANTY, OR TO CREATE ANY WARRANTY.
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.