LA_OPT_TOOL Software Tools v14 January 2019
IMPORTANT. Read the following NXP Software License Agreement ("Agreement") completely. By selecting the "I Accept" button at the end of this page, 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.
NXP SOFTWARE LICENSE AGREEMENT
This is a legal agreement between you, as an authorized representative of your employer, or if you have no employer, as an individual (together "you"), and NXP B.V. ("NXP"). It concerns your rights to use the software identified in the Software Content Register and 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 License. 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.
1.1. For NXP, the term "Affiliate" means (i) any Person Controlled by NXP Semiconductors N.V. or (ii) any Person Controlled by any transferee of all or substantially all of the assets of NXP Semiconductors N.V., where "Controlled" means the direct or indirect beneficial ownership of more than fifty percent (50%) of the voting stock, or decision-making authority in the event that there is no voting stock, in another entity; provided, any such Person described in clause (i) or (ii) shall be deemed to be an "Affiliate" only for so long as such Person is Controlled by NXP Semiconductors N.V. or such transferee. For the purposes of this definition, "Person" is defined to mean "an individual, corporation, partnership, limited liability company, association, unincorporated association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof."
1.2 "Compilable Software" means the portion of the Licensed Software that is for use on a NXP Processor, such as an embedded operating system, Processor Expert Components, runtime libraries and example code.
1.3 "Essential Patent" means a patent to the limited extent that infringement of such patent cannot be avoided in remaining compliant with the technology standards implicated by the usage of any of the Licensed Software, including optional implementation of the standards, on technical but not commercial grounds, taking into account normal technical practice and the state of the art generally available at the time of standardization.
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 "Software Content Register" means the documentation accompanying the Licensed Software which identifies the contents of the Licensed Software, including but not limited to identification of any Third Party Software.
1.6 "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.
2.1. NXP grants to you a personal, non-transferable, non-exclusive, license, under NXP’s intellectual property rights, to use and reproduce the Licensed Software solely in conjunction with the design of products using, or associated with, a NXP integrated circuit. You may not distribute or sublicense the Licensed Software to others except as expressly granted in Section 2.2 below.
2.2. NXP grants to you a personal, non-transferable, non-exclusive, license, under NXP’s intellectual property rights to distribute the Compilable Software in object code (machine readable) only. Other components of the Licensed Software may also be distributed but only if they are explicitly marked in conjunction with that installed component.
2.3 For Licensed Software provided to you in source code form (human readable), NXP further grants to you a personal, non-transferable, non-exclusive, license, under NXP’s intellectual property rights to prepare derivative works of the Licensed Software.
2.3.1 Special Source Distribution Rights. NXP grants to you the right to prepare derivative works of and to distribute Compilable Software, which is explicitly marked with the text "SOURCE DISTRIBUTION PERMISSIBLE", 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 NXP integrated circuit.
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 is 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 on your premises to exercise your rights under Section 2.1, 2.2 and 2.3 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.
3.1. The licenses granted above in Section 2 only extend to NXP intellectual property rights that would be infringed by the 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.
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 sub-licensees 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, and may not alter, any 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 information, results or data associated with the use of the Licensed Software to anyone other than NXP; however, you must advise NXP on at least a quarterly basis of any results obtained including any problems or suggested improvements thereof. NXP retains the right to use such results and related information in any manner it deems appropriate
8.1. You may terminate this Agreement immediately upon written notice to NXP at the address provided below.
8.2. 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.
8.3. 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 its business or assets.
8.4. Upon termination of this Agreement, all licenses granted under Section 2 will expire except as required by applicable mandatory law.
8.5. After termination of this Agreement by either party and upon NXP’s written request, you will, at your discretion, return to the NXP any confidential information including all copies thereof or furnish to NXP at the address below, a statement certifying, with respect to the Licensed Software delivered hereunder that the original and all copies, except for archival copies to be used solely for dispute resolution purposes, in whole or in part, in any form, of the Licensed Software have been destroyed.
8.6. Notwithstanding the termination of this Agreement for any reason, the terms of Sections 1, 3, 4 through 25 will survive.
14.1. If you sell any systems or software you create using the Licensed Software 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.
14.2. 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 as specifically authorized by NXP. 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.
15.1. In some cases, NXP may promote certain Licensed Software for use in safety-related applications. NXP’s goal is to educate licensees so that they can design their own end-product solutions to meet applicable functional safety standards and requirements. 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. Accordingly, you 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 your incorporation of any product in a safety-critical application or system.
15.2. Only those products that NXP has specifically designated as "Automotive Qualified" are designed and intended for use in automotive, military, or aerospace applications or environments. If Buyer uses any product that has not been designated as "Automotive Qualified" in an automotive, military, or aerospace application or environment, Buyer does so at its own risk.
15.3. Licensed Software is not intended or authorized for any use in anti-personnel landmines.
19 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, executed by you and NXP.
NXP: NXP B.V.
High Tech Campus 60
5656 AG Eindhoven
ATTN: Legal Department
You: The address provided at registration will be used.
Other License Grants and Restrictions:
The Licensed Software may include some or all of the following software, which is either 1) not NXP proprietary 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:
Amphion Semiconductor Ltd.: Distribution of Amphion software must be a part of, or embedded within, Authorized Systems that include an Amphion Video Decoder.
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.
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.
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.
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.
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.
Microsoft: 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.
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 MM SOLUTIONS 2A (Auto Exposure and Auto White Balance) software is limited to evaluation and demonstration only. Permitted distributions must be similarly limited. 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 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 Engineers Ltd.: Any FreeRTOS source code, whether modified or in its original release form, or whether in whole or in part, can only be distributed by you under the terms of version 2 of the GNU General Public License plus this exception. An independent module is a module which is not derived from or based on FreeRTOS.
Clause 1: Linking FreeRTOS with other modules is making a combined work based on FreeRTOS. Thus, the terms and conditions of the GNU General Public License V2 cover the whole combination.
As a special exception, the copyright holders of FreeRTOS give you permission to link FreeRTOS with independent modules to produce a statically linked executable, regardless of the license terms of these independent modules, and to copy and distribute the resulting executable under terms of your choice, provided that you also meet, for each linked independent module, the terms and conditions of the license of that module. An independent module is a module which is not derived from or based on FreeRTOS.
Clause 2: FreeRTOS 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 Real Time Engineers Ltd. (this is the norm within the industry and is intended to ensure information accuracy).
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 email@example.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 is restricted to NXP ARM7, ARM9, Cortex-M0, Cortex-M3, and Cortex-M4 based devices 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/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.
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.
Vivante: Distribution of Vivante software must be a part of, or embedded within, Authorized Systems that include a Vivante Graphics Processing Unit.