LA_OPT_EVAL_DEMO_ONLY v24 June 2025
IMPORTANT. Read the following
NXP Evaluation/Demonstration License Agreement (“Agreement”) completely. By
selecting the “I Accept” button at the end of this page, or by downloading,
installing, or using the Licensed Materials, 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, install, and/or use the Licensed
Materials. 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
will control. If a separate license agreement for the Licensed Materials
has been signed by you and NXP, then that agreement will govern your use of the
Licensed Materials and will supersede this Agreement.
NXP EVALUATION/DEMONSTRATION 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 Materials”). The Licensed Materials may include any
updates or error corrections or documentation relating to the Licensed
Materials provided to you by NXP under this Agreement. In consideration for NXP
allowing you to access the Licensed Materials, 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, install, or use the Licensed Materials. If you
change your mind later, stop using the Licensed Materials and delete or return
all copies of the Licensed Materials in your possession or control. Your prior
use will be governed by this Agreement.
1.
DEFINITIONS.
1.1. “Affiliate” means any corporation
or other legal entity that, at any time, directly or indirectly, Controls, is Controlled
by, or is under common Control with NXP (but only as long as such Control
exists). For the purpose of this definition, the term “Control” means (i)
the beneficial ownership (whether direct or indirect) of more than fifty
percent (50%) of the voting power of an entity or (ii) in the case of an entity
that does not have outstanding voting shares or securities, the majority (i.e.,
more than fifty percent (50%)) of the equity interests in such entity is now or
hereafter owned or controlled by another entity, either directly or indirectly.
1.2. “Evaluation Period” means the
period starting on the date you install, download, or otherwise receive the
Licensed Software and ending 90 days thereafter (except for Licensed Hardware
and its related Licensed Software ending three (3) years).
1.3. “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.
1.4. “Licensed Hardware” means any hardware provided to you,
including but not limited to evaluation boards, demonstration boards,
evaluation samples, and any accompanying documentation.
1.5. “Licensed Material” means the
Licensed Software, the Licensed Hardware or both.
1.6. “Licensed Software” means the
software provided to you in binary or source code form and any accompanying
documentation.
1.7. “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.
1.8. "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. Subject to the terms and conditions of
this Agreement, NXP, or an Affiliate, grants and agrees to grant you a
temporary, personal, non-sublicensable, non-exclusive, non-transferable,
revocable, fully paid-up, limited license during the Evaluation Period to use
the Licensed Materials for your internal use, examination, testing,
development, and validating, and exclusively in connection with your evaluation
for use in a product containing a NXP hardware product (e.g. a microprocessor,
microcontroller, or digital signal processor) supplied directly or indirectly
from NXP (“Authorized System”).
2.2.
You may
demonstrate the Licensed Materials 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 Materials to specified third parties or at specified
event(s). You may not leave the Licensed Materials with a direct customer
or any other third party at any time.
2.3. You may use subcontractors on your
premises to exercise your rights under Section 2.1 and 2.2 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 Materials.
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.
3. LICENSE LIMITATIONS AND
RESTRICTIONS.
3.1. The Licensed Materials are licensed to you, not
sold. Title to Licensed Materials delivered hereunder remains vested in
NXP or NXP's licensor and cannot be assigned or transferred. You
will not, and will not permit any third party to: (a) use the Licensed
Materials for commercial or revenue generating purposes; (b) copy, translate,
modify or make derivative works of any portion of the Licensed Materials; (c)
rent, disclose, publish, sell, assign, lease, lend, sublicense, market, transfer,
distribute or otherwise provide third parties access to any portion of the
Licensed Materials, except as expressly authorized in Section 2. This Agreement does not grant to you any
implied rights under any NXP or third party
intellectual property.
3.2. The license granted in Section 2 does not include any
license, right, power or authority to cause the Licensed 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 Licensed 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.
3.3. You shall not and shall not permit your subcontractors
or any third party to (i) translate, reverse engineer, decompile, or
disassemble the Licensed Materials, or (ii) remove or circumvent any protection
or other restrictive technology mechanism of the Licensed Materials; 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 Materials.
3.5. You have no distribution rights under this
Agreement. Nevertheless, 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, sublicensable license under
your Intellectual Property Rights to use without restriction and for any
purpose any suggestion, comment or other feedback related to the Licensed
Materials (including, but not limited to, error corrections and bug fixes).
3.7. You may not publish or distribute information, results
or data associated with the use of the Licensed Materials to anyone other than
NXP; however, you must advise NXP 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.
3.8. Licensee may not use the Licensed Software as data or
training input to any artificial intelligence models or machine learning
algorithms.
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.
5.1. 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.
5.2. 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 Materials).
7. TERM AND TERMINATION. This Agreement will
remain in effect for the Evaluation Period, unless terminated earlier in
accordance with this Agreement.
7.1. You may terminate this Agreement immediately upon
written notice to NXP at the address provided below.
7.2. NXP may terminate this Agreement immediately upon
written notice to you.
7.3. Upon termination of this Agreement, all licenses
granted under Section 2 will expire.
7.4. After termination of this Agreement by either party,
(a) you will promptly return to NXP or, at NXP’s discretion, destroy all of the
Licensed Materials and all whole and partial copies of the Licensed Materials
within thirty (30) days after the expiration or termination, (b) you will
furnish to NXP at the address below a written certification that all of the
Licensed Materials including all whole and partial copies, have been (i)
destroyed or returned to NXP, and (ii) erased from all of your storage elements
and devices; and (c) you will not keep any archival copies of the Licensed
Materials except and only to the extent that applicable law notwithstanding
this limitation expressly permits such.
7.5. 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 Materials under this
Agreement. If you wish, you may contact NXP and report problems and provide
suggestions regarding the Licensed Materials. NXP has no obligation to respond
to such a problem report or suggestion. NXP may make changes to the Licensed
Materials at any time, without any obligation to notify or provide updated
versions of the Licensed Materials to you.
9. NO WARRANTY. To the maximum extent permitted by
law, NXP expressly disclaims any warranty for the Licensed Materials. The
Licensed Materials are 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, non-infringement, or any warranty that
the Licensed Software is free from vulnerabilities. You assume the entire
risk arising out of the use or performance of the Licensed Materials, or any
systems you design using the Licensed Materials (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 contractors or sublicensee’s use, if
permitted) of the Licensed Materials or (2) your violation of the terms and
conditions of this Agreement.
11. 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. 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 MATERIALS TO WHICH LOSSES OR DAMAGES ARE CLAIMED.
12. EXPORT COMPLIANCE.
12.1. Each party will 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. This provision will survive termination or expiration of this Agreement.
12.2. Prohibition of Export to Russian Federation
(a)
With respect to activitities that fall under the scope of Article 12g, 12ga
of Council Regulation (EU) No 833/2014, or Council Regulation (EU) No 765/2006
(as the case requires), Licensee (a) will not sell, export or re-export,
directly or indirectly any item, and (b) will not sell, license or sublicense
any intellectual property rights or trade secrets, to the Russian Federation or
Belarus, or for use in the Russian Federation or Belarus.
(b)
Licensee will ensure
that the purpose of paragraph (a) above is not frustrated by any third parties
further down the commercial chain, including by either resellers, sublicensees,
or both.
(c) Licensee will set up and maintain an
adequate monitoring mechanism to detect conduct by any third parties further
down the commercial chain, including by either resellers, sublicensees, or
both, that would frustrate the purpose of paragraph (a).
(d) Any violation of paragraphs (a), (b) or (c)
will constitute a material breach of this Agreement, and NXP will be entitled
to seek appropriate remedies, including, but not limited to: (i) termination of
this Agreement; (ii) suspension
of any of its business relationships with Licensee, Licensee’s affiliates or
both, until the breach of paragraph (a) above is remedied, and (iii) a plan to
remedy the breach.
(e) Licensee will immediately
inform NXP about any problems in applying paragraphs (a), (b) or (c), above,
including any relevant activities by third parties that could frustrate the
purpose of paragraph (a). Licensee will make available to NXP information concerning
compliance with the obligations under paragraphs (a), (b) and (c) within 2
weeks of the request for information.
13. GOVERNMENT CONTRACT COMPLIANCE.
13.1. You are not permitted to distribute the
Licensed Materials under the terms of this Agreement. Nevertheless, if
you sell Authorized Systems containing the Licensed Materials 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 Materials 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 Materials will include a provision that reiterates the
limitations of this document and requires all sub-agreements to similarly
contain such limitations.
16. CONFIDENTIAL INFORMATION. Subject to
the license grants and restrictions contained herein, you must treat the
Licensed Materials as confidential information and you
agree to retain the Licensed Materials in confidence perpetually. You may not
disclose any part of the Licensed Materials to anyone other than subcontractors
in accordance with Section 2.3, who have a need to know of the Licensed
Materials and who have executed written agreements obligating them to protect
such Licensed Materials 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 Materials as you do with your own
confidential information. You may disclose Licensed Materials 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.
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:
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.
MM SOLUTIONS EAD: Use of the following MM SOLUTIONS software is
(a) limited demonstration, testing, and evaluation only and (b) limited to use
in conjuncture with NXP Products that have the Imaging Subsystem Processor
(ISP) enabled (fusing configuration), as indicated in the applicable data
sheet: (i) MMS Tuning Tool; (ii) Camera Development Kit (uGuzzi); (iii) and
additional Camera Software. For the purposes of this Agreement, “Camera
Software” means: (a) AEC (Auto Exposure Control); (b) AWB (Auto White Balance),
(c) Auto Focus; (d) Wide Dynamic Range; (e) LED Flicker Mitigation; and (f)
Multi-Camera Harmonization. In no event
may Licensee distribute or sublicense the MM SOLUTIONS software. Any further
rights must be obtained directly from MM SOLUTIONS directly.