LICENSE.txt

LA_OPT_Online Code Hosting NXP_Software_License - v1.2 October 2023 
IMPORTANT.  Read the following NXP Online Code Hosting Software License 
Agreement (“Agreement”) completely. By selecting the “I Accept” button 
at the end of this page, or by downloading, installing, or using the Licensed 
Software, including via GitHub or similar platform, 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 software or obtain it via 
GitHub or similar platform. 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 shall control.  If a separate license agreement for the Licensed 
Software has been signed by you and NXP, then that agreement shall govern your 
use of the Licensed Software and shall supersede this Agreement. 

NXP ONLINE CODE HOSTING SOFTWARE 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 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 Agreement. 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, install or copy from GitHub or similar 
platform, 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.	“Affiliate” means, with respect to a party, any corporation or 
other legal entity that now or hereafter Controls, is Controlled by or is under 
common Control with such party; where “Control” means the direct or 
indirect ownership of greater than fifty percent (50%) of the shares or similar 
interests entitled to vote for the election of directors or other persons 
performing similar functions. An entity is considered an Affiliate only so long 
as such Control exists.

1.2.	“Authorized System” means either (i) Licensee’s hardware product 
which incorporates an NXP Product or (ii) Licensee’s software program which 
is used exclusively in connection with an NXP Product and with which the 
Licensed Software will be integrated.      

1.3.	“Derivative Work” means a work based upon one or more pre-existing 
works.  A work consisting of editorial revisions, annotations, elaborations, or 
other modifications which, as a whole, represent an original work of 
authorship, is a Derivative Work.

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.	“NXP Product” means a hardware product (e.g., a microprocessor, 
microcontroller, sensor or digital signal processor) and/or services (e.g., 
cloud platform services) supplied directly or indirectly from NXP or an NXP 
Affiliate, unless there is a product specified in the Software Content 
Register, in which case this definition is limited to such product.

1.6.	“Software Content Register” means the documentation which may 
accompany the Licensed Software which identifies the contents of the Licensed 
Software. 

2.	LICENSE GRANT.  

2.1.	Standard License.  Subject to the terms and conditions of this 
Agreement, NXP grants you a worldwide, personal, non-transferable, 
non-exclusive, non-sublicensable license, solely for the development of an 
Authorized System:

(a)	to use and reproduce the Licensed Software (and its Derivative Works 
prepared under the license in Section 2.1(b)) solely for use in combination 
with a NXP Product;

(b)	to prepare Derivative Works of the Licensed Software solely for use in 
combination with a NXP Product;

(c)	to manufacture (or have manufactured), distribute, and market object 
code of the Licensed Software (and its Derivative Works prepared under the 
license in 2.2(b)) only as part of, or embedded within, Authorized Systems and 
not on a standalone basis;

(d)	to copy and distribute as needed, solely in connection with an 
Authorized System, NXP information provided as part of the Licensed Software 
for the purpose of maintaining and supporting Authorized Systems which use the 
Licensed Software; and

(e)	to distribute the Licensed Software (and its Derivative Works prepared 
under the license in 2.1(b)) in a source code form on a standalone basis using 
any means of distribution including GitHub or similar platform, for use with 
Authorized Systems, provided that you provide every recipient of the License 
Software a copy of this Agreement, conspicuously  indicate that the Licensed 
Software is provided under this Agreement, and assure that the recipient 
understands that by receiving or using the Licensed Software it has entered 
into this Agreement with NXP.  You are responsible for any violation of this 
Agreement by anyone who received source code of the Licensed Software from you.

2.2.	You may use subcontractors to exercise your rights under Section 2.1, 
if any, so long as you have an agreement in place with the subcontractor 
containing 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 only extend to NXP Intellectual 
Property Rights that would be infringed by the unmodified 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 Rights.

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 subcontractors or customers 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.   

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 reports associated with the use of 
the Licensed Software to anyone other than NXP.  You may advise NXP of any 
results obtained from your use of the Licensed Software, including any problems 
or suggested improvements thereof, and 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.

5.1.	Upon request, you must provide NXP the source code of any derivative of 
the Licensed Software.

5.2.	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.

5.3.	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 you. 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 Software).

7.	TERM AND TERMINATION.   This Agreement will remain in effect unless 
terminated as provided in this Section.

7.1.	You may terminate this Agreement immediately by deleting the Licensed 
Software and all copies thereof.

7.2.	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.

7.3.	Notwithstanding the foregoing, NXP may terminate this Agreement 
immediately upon written notice if you:  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 your business or assets.

7.4.	Upon termination of this Agreement, all licenses granted under Section 
2 will expire. 

7.5.	After termination of this Agreement by either party you will destroy 
all parts of Licensed Software and its Derivative Works (if any) and will 
provide to NXP a statement certifying the same.

7.6.	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 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.
9.	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).

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 subcontractor’s or distributee’s use) of the 
Licensed Software or (2) your violation of the terms and conditions of this 
Agreement.

11.	LIMITATION OF LIABILITY.  EXCLUDING LIABILITY FOR A BREACH OF SECTION 2 
(LICENSE GRANTS), SECTION 3 (LICENSE LIMITATIONS AND RESTRICTIONS), OR CLAIMS 
UNDER SECTION 10 (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 PROVIDED UNDER THIS AGREEMENT TO WHICH LOSSES OR 
DAMAGES ARE CLAIMED.

12.	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 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.
 
13.	GOVERNMENT CONTRACT COMPLIANCE

13.1.	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.

13.2.	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 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. 

14.	CRITICAL APPLICATIONS.  In some cases, NXP may promote certain software 
for use in the development of, or for incorporation into, products or services 
(a) used in applications requiring fail-safe performance or (b) in which 
failure could lead to death, personal injury, or severe physical or 
environmental damage (these products and services are referred to as 
“Critical Applications”). NXP’s goal is to educate customers so that they 
can design their own end-product solutions to meet applicable functional safety 
standards and requirements. Licensee makes the ultimate design decisions 
regarding its products and is solely responsible for compliance with all legal, 
regulatory, safety, and security related requirements concerning its products, 
regardless of any information or support that may be provided by NXP. As such, 
Licensee assumes all risk related to use of the Licensed Software in Critical 
Applications and NXP SHALL NOT BE LIABLE FOR ANY SUCH USE IN CRITICAL 
APPLICATIONS BY LICENSEE. Accordingly, Licensee 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 
Licensee’s incorporation of the Licensed Software in a Critical Application.

15.	CHOICE OF LAW; VENUE.  This 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 Licensed 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. 

16.	TRADEMARKS.  You are not authorized to use any NXP trademarks, brand 
names, or logos.

17.	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.


18.	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.

19.	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.

20.	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.

21.	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 of company headquarters will be used for a company Licensee or the 
address of an individual for an individual Licensee.

22.	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.

23.	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. 

24.	PRIVACY. By agreeing to this Agreement and/or utilizing the Licensed 
Software, Licensee consents to use of certain personal information, including 
but not limited to name, email address, and location, for the purpose of 
NXP’s internal analysis regarding future software offerings.  NXP’s 
complete Privacy Statement can be found at: 
https://www.nxp.com/company/our-company/about-nxp/privacy-statement:PRIVACYPRACT
ICES.