CodeWarrior<sup>™</sup> Development Studio for Microcontrollers v11.1 Special Edition (Offline)
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Agreement : CodeWarrior Development Studio for Microcontrollers v11.1 Special Edition (Offline)

LA_OPT42 v7 January 2019


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 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 Software file, the terms of this Agreement shall control.  If a separate license agreement for the Software has been signed by you and NXP, then that agreement shall govern your use of the Software and shall supersede this 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 “Software”). The Software may include any updates or error corrections or documentation relating to the Software provided to you by NXP under this Agreement. In consideration for NXP allowing you to access the 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 Software. If you change your mind later, stop using the Software and delete all copies of the Software in your possession or control. Any copies of the 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.         LICENSE GRANT

a.            Your rights to use this Software vary depending upon the particular version of the Software product that you obtained from Licensor.  If you do not remember this information you may contact the party from whom you obtained the Software or us at  If you purchased an “Academic” license, then you may not use the Software for commercial purposes and you may only use the Software to teach and to perform research within an accredited educational institution. This information is also contained in the license file created when you install the Software (“License File”).

b.  License Grant.  This Software may include Digital Rights Management (“DRM”), which controls the rights you have to the Software by utilizing digital codes (“Keys”) that were issued to you by Licensor and are contained in the License File.  You will not take any action to circumvent this DRM or reverse engineer it in any way and you will only use the Software as the DRM allows.  You have the right to use and reproduce this Software, in machine readable format only, for your internal use only, as allowed by the DRM, and subject to the payment of applicable fees to Licensor. 

c.  Limited Distribution Rights. Licensor also grants to you the right to prepare derivative works of and to distribute Compilable Software (as defined below) in object (machine-readable) form only and only as part of your own software programs that add substantial value to the Compilable Software.  You may only distribute the Compilable Software for execution on processors sold by Licensor, directly or through distribution (“Licensor Processor”).  Compilable Software means the portion of the Software that is executable on a Licensor Processor, such as an embedded operating system, standard or “MSL” libraries, runtime libraries, example code, Processor Expert Components, and stationery code, which is not your original work.   Other components may also be distributed only if they are explicitly so marked in conjunction with that installed component.    

d.  Special Source Distribution Rights. Licensor also grants to you the additional right to prepare derivative works of and to distribute Compilable Software, which is explicity marked with the text “SOURCE DISTRIBUTION PERMISSIBLE as directed in EULA”, in source form and only as part of your own software programs that add substantial value to the Compilable Software.  You may only distribute the Compilable Software for execution on a Licensor Processor.   

2.        OTHER RESTRICTIONS.  Subject to the license grant above, the following restrictions apply:


a.         Licensor reserves all rights not expressly granted herein.


b.         You may not rent, lease, sublicense, lend or encumber the Software, unless otherwise expressly agreed to within this Agreement


c.         You may not distribute, manufacture, have manufactured, sublicense or otherwise reproduce the Software for purposes other than intended in this Agreement.


d.         You may not remove or alter any proprietary legends, notices, or trademarks contained in the Software,


e.         The terms and conditions of this Agreement will apply to any Software updates, provided to you at Licensor’s discretion, that replace and/or supplement the original Software, unless such update contains a separate license.


f.          You may not translate, reverse engineer, decompile, or disassemble the Software provided to you solely in object code format (machine readable) except to the extent applicable law specifically prohibits such restriction.  You will prohibit your sublicensees from translating, reverse engineering, decompiling, or disassembling the Software except to the extent applicable law specifically prohibits such restriction.


g.         If you benchmark the Software against other programs, then you may not publicly disclose your results. 


h.            The license granted in Section 1 does not include any license, right, power or authority to cause the Software, in whole or in part, to be subject to Open Source Licensing Terms.  You will not take or fail to take any action that could subject the Software to Open Source Licensing Terms. As used herein, “Open Source Licensing Terms” means terms in any license for software which require, as a condition of use, modification and/or distribution of such software or other software incorporated into, derived from or distributed with such software (a “Work”), any of the following:  (a) the making available of source code or design information regarding the Work; (b) the granting of permission for creating derivative works regarding the Work; or (c) the granting of a license to any party under intellectual property rights regarding the Work.  By means of example and without limitation, Open Source Licensing Terms include the following licenses or distribution models: (i) the GNU General Public License (GPL) or Lesser/Library GPL (LGPL), (ii) the Artistic License (e.g. PERL), (iii) the Mozilla Public License, (iv) the Common Public License, (v) the Sun Community Source License (SCSL), (vi) the Sun Industry Standards Source License (SISSL), and (vii) the Open Software License.

3.         OPEN SOURCE.         Open source software included in the 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.

4.            INTELLECTUAL PROPERTY RIGHTS.  The Software is licensed to you, not sold.  Licensor owns the Software, and United States copyright laws and international treaty provisions protect the Software. Therefore, you must treat the Software like any other copyrighted material (e.g. a book or musical recording). You may not use or copy the Software for any other purpose than what is described in this Agreement. Except as expressly provided herein, Licensor does not grant to you any express or implied rights under any Licensor or third party patents, copyrights, trademarks, or trade secrets. Additionally, you must reproduce and apply any copyright or other proprietary rights notices included on or embedded in the Software to any copies made thereof, in whole or in part, if any.  You may not remove any copyright notices of Licensor incorporated in the Software.

5.         TERM.  If you purchased a term license, then the Software will automatically disable itself after the term expires.  However, you may continue to distribute Compilable Software.  If you purchased a perpetual license, then you may use the Software for as long as you like.  Licensor has the right to terminate this Agreement without notice and require that you stop using and delete all copies of the Software in your possession or control if you violate any of the terms or restrictions of this Agreement.  Licensor may terminate this Agreement should any of the Software become, or in Licensor's reasonable opinion is likely to become, the subject of a claim of intellectual infringement or trade secret misappropriation.  Upon termination, you must cease use of and destroy, the Software and confirm compliance in writing to Licensor. Upon termination, the license granted pursuant to this Agreement immediately terminates and the provisions of Sections 3 through 21 will survive any termination of this Agreement.

6.         PRODUCT SUGGESTIONS & SUPPORT.  Unless otherwise indicated in a separate agreement, Licensor is NOT obligated to provide any support, upgrades or new releases of the Software under this Agreement. If you wish, you may contact Licensor and report problems and provide suggestions regarding the Software.  You agree that Licensor may use your suggestions to improve the Software.  Licensor has no obligation whatsoever to respond in any way to such a problem report or suggestion. Licensor may make changes to the Software at any time, without any obligation to notify or provide updated versions of the Software to you.

7.         WARRANTY.  For a period of 90 days following delivery, Licensor only warrants that the media on which the Software is provided, if any, will be free from defects in material and workmanship.  THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THE WARRANTY AGAINST INFRINGEMENT SPECIFIED IN THE UNIFORM COMMERCIAL CODE.  ALL OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED, TO THE FULL EXTENT THESE MAY BE DISCLAIMED BY LAW.  If the media is not as warranted, Licensor will, at its option, and as your exclusive remedy, either refund the purchase price, repair, or replace with the same or equivalent Software that meet this warranty.  Licensor’s obligations to correct errors in the Software will be separately contained in a maintenance and support agreement.

8.         YOUR INDEMNITY TO LICENSOR.  You agree to defend and indemnify, at your expense, Licensor from any and all claims, liabilities, and costs (including reasonable attorney’s fees) related to (1) your use (including your sublicensee’s use, if permitted) of the Software or (2) your violation of the terms and conditions of this Agreement.

9.         LICENSOR’S INDEMNITY TO YOU.  Subject to the limitations and exclusions stated below, Licensor will defend any Covered Claim against you, and will indemnify only you for finally awarded damages that are attributed to the Covered Claim.  “Covered Claim” means that portion of a lawsuit alleging that the Software directly infringes a U.S. patent or copyright, or misappropriates a trade secret.  Licensor will have no obligation to defend or indemnify you unless you: (i) promptly notifies Licensor in writing as soon as reasonably practicable after you first become aware of the Covered Claim but in no event later than thirty (30) days; and (ii) give Licensor sole control of the Covered Claim and all requested assistance for defending the Covered Claim.  Licensor will not be liable for the settlement of a Covered Claim made without Licensor‘s prior written consent.  Licensor will have no obligation to defend or indemnify you if: (i) you or any third party has altered the Software, and the alleged infringement would not have occurred but for such alteration; (ii) you or any third party has combined the Software with any other products or elements not furnished by Licensor, and the alleged infringement would not have occurred but for such combination; (iii) the use of other than a current release of Software; or (iv) the Software was designed or manufactured in compliance with standards issued by a public standards body, and the alleged infringement would not have occurred but for such standards.  Licensor will not be liable for damages in excess of (i) a reasonable royalty rate on the Software that is the subject of the Covered Claim, multiplied by (ii) the revenue derived by Licensor from license to you of the Software.  THIS SECTION CONTAINS (I) LICENSOR’S ENTIRE LIABILITY AND ALL OBLIGATIONS RELATED TO INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION, AND (II) YOUR EXCLUSIVE REMEDIES AGAINST Licensor FOR INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION. 


11.       EXPORT. Each party shall comply with all applicable export and import control laws and regulations including but not limited to the US Export Administration Regulation (including prohibited party lists issued by other federal governments), Catch-all regulations and all national and 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. This provision shall survive termination or expiration of this Agreement.

12.       GOVERNMENT RIGHTSThe Software is a “Commercial Item” as defined in 48 C.F.R. Section 2.101, consisting of “Commercial Computer Software” and “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 are only licensed to U.S. Government end users with the rights as are set forth herein.  

13.       CRITICAL APPLICATIONS.  You make the ultimate design decisions regarding your products and are solely responsible for compliance with all legal, regulatory, safety, and security related requirements concerning your products, regardless of any information or support that may be provided by NXP.  The Software is not designed for use in connection with products, applications, or systems where a failure could cause personal injury or death.  If Licensee’s, or Licensee’s contractors or distributees, permit use of the Software for such products, applications, or systems, Licensee agrees to indemnify NXP and its officers and employees from all liability, including attorneys’ fees and costs.

14.       CHOICE OF LAW; VENUE; LIMITATIONSThis 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 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.

15.       CONFIDENTIAL INFORMATIONYou must treat the Software as confidential information and you agree to retain the Software in confidence perpetually, with respect to Software in source code form (human readable), or for a period of five (5) years from the date of termination of this Agreement, with respect to all other parts of the Software.  During this period you may not disclose any part of the Software to anyone other than employees who have a need to know of the Software and who have executed written agreements obligating them to protect such Software to at least the same degree of care as in this Agreement.  You agree to use the same degree of care, but no less than a reasonable degree of care, with the Software as you do with your own confidential information. You may disclose Software to the extent required by a court or under operation of law or order provided that you notify Licensor of such requirement prior to disclosure, which you only disclose information required, and that you allow Licensor the opportunity to object to such court or other legal body requiring such disclosure.

16.       MONITORING.  You will monitor the access to and use of the Software. With prior written notice and during Customer’s normal business hours, Licensor may engage an internationally recognized accounting firm to review your software monitoring system and records deemed relevant by the internationally recognized accounting firm to confirm your compliance with the terms of this Agreement or U.S. or other local export laws. Such review may include CodeWarrior (or successor product) report log files that you will capture and provide at Licensor’s request. You will make records available in electronic format and shall fully cooperate with data gathering to support the license review.  Licensor will bear the expense of any such review unless a material non-compliance is revealed.  Licensor will treat as confidential information all information gained as a result of any request or review and will only use or disclose such information as required by law or to enforce its rights under this Agreement.

17.       PRODUCT LABELING.  You are not authorized to use any Licensor trademarks, brand names, or logos.

18.       ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement between you and Licensor 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 Licensor.

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 Licensor 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 Licensor 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.       ASSIGNMENT.  No portion of this Agreement may be assigned or otherwise transferred by you, without Licensor’s prior written consent. Licensor may assign this Agreement, or any part of this Agreement, in its sole discretion.


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