From: Chunrong Guo <chunrong....@nxp.com> Signed-off-by: Chunrong Guo <chunrong....@nxp.com> --- custom-licenses/NXP-EULA | 387 +++++++++++++++++++++++++++++++++++++++++++++++ 1 file changed, 387 insertions(+) create mode 100644 custom-licenses/NXP-EULA
diff --git a/custom-licenses/NXP-EULA b/custom-licenses/NXP-EULA new file mode 100644 index 0000000..bbe4d1c --- /dev/null +++ b/custom-licenses/NXP-EULA @@ -0,0 +1,387 @@ +IMPORTANT. Read the following NXP Semiconductors Software License Agreement +("Agreement") completely. By downloading and using files in this project, +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 SEMICONDUCTORS 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 +Freescale Semiconductor, Inc., a wholly-owned subsidiary of NXP Semiconductors +N.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. DEFINITIONS + +1.1. "Affiliates" means, any corporation, or entity directly or indirectly +controlled by, controlling, or under common control with NXP Semiconductors N.V. + +1.2. "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. + +1.3. "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. "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. + +1.5. "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. 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. + +2.2. Exclusively in connection with your development and distribution of product +containing a programmable processing unit (e.g. a microprocessor, microcontroller, +sensor or digital signal processor) supplied directly or indirectly from NXP +("Authorized System") NXP grants you a world-wide, personal, non-transferable, +non-exclusive, non-sublicensable, license, under NXP's Intellectual Property +Rights: + +(a) to use and reproduce the Licensed Software only as part of, or integrated +within, Authorized Systems and not on a standalone basis; + +(b) to directly or indirectly manufacture, demonstrate, copy, distribute, market +and sell the Licensed Software in object code (machine readable) only as part of, +or embedded within, Authorized Systems in object code form and not on a standalone +basis. 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. + +(c) to copy, use and distribute as needed, solely in connection with an Authorized +System, proprietary NXP information associated with the Licensed Software for +the purpose of developing, maintaining and supporting Authorized Systems with +which the Licensed Software is integrated or associated. + +2.3. For NXP Licensed Software provided to you in source code form (human +readable), NXP further grants to you a worldwide, personal, non-transferable, +non-exclusive, non-sublicensable, license, under NXP's Intellectual Property +Rights: + +(a) to prepare derivative works of the Licensed Software, only as part of, or +integrated within, Authorized Systems and not on a standalone basis; + +(b) to use, demonstrate, copy, distribute, market and sell the derivative works +of the Licensed Software in object code (machine readable) only as part of, or +integrated within, Authorized Systems and not on a standalone basis. +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. + +2.4. You may use subcontractors on your premises to exercise your rights under +Section 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. LICENSE LIMITATIONS AND RESTRICTIONS. + +3.1. The licenses granted above in Section 2.3 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 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 (c)(1) and (c)(2). + +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 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. + +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. Subject to NXP's ownership interest in the +underlying Licensed Software, all intellectual property rights associated with, +and title to, your Authorized System will be retained by or will vest in you. +Your modifications to the Licensed Software, and all intellectual property +rights associated with, and title thereto, will be the property of NXP. Upon +request, you must provide NXP the source code of any derivative of the Licensed +Software. 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. + +6. PATENT COVENANT NOT TO SUE. As partial, material consideration for the rights +granted to you under this Agreement, you covenant not to sue or otherwise assert +your patents against NXP, a NXP Affiliate or subsidiary, or a NXP licensee of +the Licensed Software for infringement of your Intellectual Property Rights by +the manufacture, use, sale, offer for sale, importation or other disposition or +promotion of the Licensed Software and/or any redistributed portions of the +Licensed Software. + + +7. ESSENTIAL PATENTS. You are solely responsible for obtaining licenses for any +relevant Essential Patents for your use in connection with technology that you +incorporate into your product (whether as part of the Licensed Software or not). + +8. TERM AND TERMINATION. This Agreement will remain in effect unless terminated +as provided in this Section 8. + +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 that any licenses extended to end-users pursuant to Sections +2.2(b), 2.2(c), and 2.3(b), which have been granted prior to such termination +will survive. + +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, 5 through 25 will survive. + +9. 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. + +10. 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). + +11. 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 distributee's use, if permitted) of +the Licensed Software or (2) your violation of the terms and conditions of this +Agreement. + +12. LIMITATION OF LIABILITY. EXCLUDING LIABILITY FOR A BREACH OF SECTION 2 +(LICENSE GRANTS), SECTION 3 (LICENSE LIMITATIONS AND RESTRICTIONS), SECTION 17 +(CONFIDENTIAL INFORMATION), OR CLAIMS UNDER SECTION 11(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 TO WHICH LOSSES OR DAMAGES +ARE CLAIMED. + +13. 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 Regulations (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. + +14. GOVERNMENT CONTRACT COMPLIANCE. + +14.1. 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. + +14.2. The Licensed Software has been developed at private expense and is a +"Commercial Item" as defined in 48 C.F.R. 2.101, consisting of "Commercial +Computer Software", and/or "Commercial Computer Software Documentation," as +such terms are used in 48 C.F.R. 12.212 (or 48 C.F.R. 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. + +15. SAFETY CRITICAL APPLICATIONS + +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 Licensed Software that NXP has specifically designated as "Automotive +Qualified" is intended for use in automotive, military, or aerospace applications +or environments. If you use Licensed Software that has not been designated as +"Automotive Qualified" in an automotive, military, or aerospace application or +environment, you do so at your own risk. + +15.3. Licensed Software is not intended or authorized for any use in anti-personnel +landmines. + +16. CHOICE OF LAW; VENUE. This Agreement will be governed by, construed, and +enforced in accordance with the laws of the State of Texas, USA, 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 state or federal courts Texas, USA. +The United Nations Convention on Contracts for the International Sale of Goods +will not apply to this document. + +17. 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, with +respect to Licensed 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 Licensed Software. During this period, you may not +disclose any part of the Licensed Software to anyone other than employees 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 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 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 information required, and that you allow NXP the opportunity to +object to such court or other legal body requiring such disclosure. + +18. TRADEMARKS. You are not authorized to use any NXP trademarks, brand names, +or logos. + +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, signed by you and NXP. + +20. 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. + +21. 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. + +22. 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. + +23. NOTICES. All notices and communications under this Agreement will be made in +writing, and will be effective when received at the following addresses: + + NXP: Freescale Semiconductor, Inc. + 6501 William Cannon West OE62 + Austin, Texas 78735 + ATTN: Legal Department + + You: The address provided at registration will be used. + +24. 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. + +25. 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. -- 2.7.4 -- _______________________________________________ meta-freescale mailing list meta-freescale@yoctoproject.org https://lists.yoctoproject.org/listinfo/meta-freescale