LA_OPT36 v2 August 2018
SOFTWARE LICENSE AGREEMENT
i.MX CODE SIGNING TOOL
IMPORTANT. Read the following NXP Software License Agreement (“Agreement”) completely. By selecting the “I Accept” button at the end of this page, or by downloading, installing, or using the Licensed Software, you indicate that you accept the terms of the Agreement and you acknowledge that you have the authority, for yourself or on behalf of your company, to bind your company to these terms. You may then download or install the file. In the event of a conflict between the terms of this Agreement and any license terms and conditions for NXP’s proprietary software embedded anywhere in the 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.
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 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.
Section 1. Definitions
1.1 “Affiliate” means, with respect to a party, any corporation or other legal entity that, at any time, directly or indirectly, Controls, is Controlled by, or is under common Control with such party (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 “Authorized Employees” means your employees or contractors working at your premises on your behalf under a work for hire agreement
1.3 "Authorized System" means the hardware system(s) or software program(s) marketed by you which contains an i.MX processor and for which the Licensed Software will be adapted by Licensor pursuant to this Agreement and with which the Licensed Software will be integrated.
1.4 “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 such 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.
1.5 “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.
1.6 "Licensed Software" means Licensor’s Code Signing Tools software and the associated documentation, and all updates thereto.
1.7 “Purpose” means to enable Licensee to sign code for installation on a Licensor i.MX product.
Section 2. Licenses
2.1 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.
2.2 For Licensed Software, Licensor grants you a world-wide, personal, non-transferable, non-exclusive, license, under Licensor’s Intellectual Property Rights solely in connection with the Purpose:
(a) to use, only as part of, or integrated within, Authorized Systems and not on a stand alone basis, the Licensed Software;
(b) to reproduce, only as part of, or integrated within, Authorized Systems and not on a stand alone basis, the Licensed Software;
(c) to distribute 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 stand alone 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.
(d) to copy, use and distribute as needed, solely in connection with an Authorized System, the proprietary information for the purpose of developing, maintaining and supporting Authorized Systems with which the Licensed Software is integrated.
2.3 You may use subcontractors on your premises to exercise your rights under Section 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 Software.
2.4 You are solely responsible for obtaining any necessary third party approvals and any licenses for any necessary Essential Patents for their use in connection with technology that you incorporate into the your Authorized System (whether as part of the Licensed Software or not).
2.5 The Licensed Software is licensed to you, not sold. Title to Licensed Software delivered hereunder remains vested in Licensor or Licensor'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 Licensor or third party intellectual property.
2.6 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.
2.7 You must reproduce any and all of Licensor's (or its third party licensor’s) copyright notices and other proprietary legends on copies of Licensed Software.
2.8 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).
2.9 You grant to Licensor 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).
2.10 The license granted in Section 2.2 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.
Section 3. Intellectual Property Rights
3.1 Your modifications to the Licensed Software, and all intellectual property rights associated with, and title thereto, will be the property of Licensor. You agree to assign all, and hereby do assign all rights, title, and interest to any such modifications to the Licensed Software to Licensor and agree to provide all assistance reasonably requested by Licensor 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, any and all rights of identification of authorship and any 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 licensor’s.
Section 4. Patent Covenant not to Sue
4.1 As partial, material consideration for the rights granted to you under this Agreement, you covenant not to sue or otherwise assert your Patents against Licensor, a Licensor Affiliate or subsidiary, or a Licensor 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 thereof.
Section 5. Term and Termination
5.1 This Agreement will remain in effect unless terminated as provided herein.
5.2 You may terminate this Agreement immediately upon written notice to Licensor at the address provided below.
5.3 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.
5.4 Notwithstanding the foregoing, Licensor may terminate this Agreement immediately upon written notice if you:
(a) breach any of your confidentiality obligations or the license restrictions under this Agreement;
(b) become bankrupt or insolvent, or file a petition therefore;
(c) make an assignment for the benefit of its creditors;
(d) enter proceedings for winding up or dissolution;
(e) are dissolved; or
(f) are nationalized or is subject to the expropriation of all or substantially all of its business or assets.
5.5 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 (c) and 2.2 (d) which have been granted prior to such termination will survive.
5.6 After termination of this Agreement by either party and upon Licensor’s written request, you will, at your discretion, return to the Licensor any confidential information including any and all copies thereof or furnish to Licensor 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.
5.7 Notwithstanding the termination of this Agreement for any reason, the terms of Sections 1, 2.4 – 2.10, 3, 4, 5.6, 5.7, 7 and 8 will survive.
Section 6. Warranty
6.1 Licensor warrants that for the 30 day period following your download of the Licensed Software that the Licensed Software as delivered is free of material defects in materials and workmanship.
6.2 If Licensed Software is not as warranted, Licensor will, at its sole option, and as your exclusive remedy, either refund the fees associated with such Licensed Software, repair, or replace with the same or equivalent products that meet this warranty. This warranty does not apply to Licensed Software that has been subjected to improper testing, assembly, mishandling, modification, or misuse, whether by you or by others. This warranty will not be expanded, and no obligation or liability will arise, due to technical advice or assistance, qualification or testing data, computerized data, facilities or service Licensor may provide in connection with the Licensed Software.
6.3 Licensor does not warrant that the functions contained in the Licensed Software will meet your requirements or that the operation of the Licensed Software will be uninterrupted or error free.
6.4 The warranty recited in this Section 6 extends only to you.
6.5 THIS WARRANTY RECITED IN THIS SECTION 6 IS IN LIEU OF ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS, AND THE WARRANTY AGAINST INFRINGEMENT SPECIFIED IN THE UNIFORM COMMERCIAL CODE. ALL OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW.
Section 7. Indemnification
7.1 You will defend, indemnify and hold harmless Licensor from any and all damages claims, liabilities, and costs (including reasonable attorney’s fees) related to your (including contractor’s and licensee’s) use of the Licensed Software and/or (2) your (including contractor’s and licensee’s) violation of the terms and conditions of this Agreement. You are excused from this obligation to the extent any such claim arises solely from the Licensed Software as provided by Licensor.
Section 8. General Provisions
8.1 Amendments and Waivers. No amendment of any provision of this Agreement will be valid unless stated in writing and signed by authorized representatives of each of the parties. No waiver by any party of any default, misrepresentation or covenant herein, whether intentional or not, will be deemed to extend any prior or subsequent default, misrepresentation, or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent occurrence.
8.2 Choice of Law. 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.
8.3 Confidential Information. You will 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 others than employees or contractors who have a need to know of the Licensed Software and who have executed written agreements obligating them to protect such Licensed Software. 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 Licensor of such requirement prior to disclosure, that you only disclose information required, and that the you allow Licensor the opportunity to object to such court or other legal body requiring such disclosure.
8.4 Counterparts. This Agreement may be executed in one or more original counterparts, all of which together will constitute one agreement, and facsimile signatures will have the same effect as original signatures.
8.5 Entire Agreement. This Agreement, including its attachments, constitutes the entire agreement between the parties regarding the subject matter hereof, and supersedes all prior communications, negotiations, understandings, agreements or representations, either written or oral, by or among the parties regarding such subject matter.
8.6 Limitation of Liability. IN NO EVENT WILL LICENSOR 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. LICENSOR’S TOTAL LIABILITY FOR ALL COSTS, DAMAGES, CLAIMS, OR LOSSES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR SOFTWARE SUPPLIED UNDER THIS AGREEMENT IS LIMITED TO THE AGGREGATE AMOUNT PAID BY YOU TO LICENSOR IN CONNECTION WITH THE SOFTWARE TO WHICH LOSSES OR DAMAGES ARE CLAIMED.
8.7 Notices. All notices and communications under this Agreement will be made in writing, and will be effective when received at the following addresses:
Licensor: NXP B.V.
High Tech Campus 60
5656 AG Eindhoven
The Netherlands
ATTN: Legal Department
You: The address provided at registration will be used.
Either party may change its notice information upon notice to the other party.
8.8 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.
8.9 Severability. If any provision of this Agreement is held for any reason to be invalid or unenforceable 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 a party 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 parties’ intention underlying the invalid or unenforceable provision.
8.10 Succession and Assignment. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns. No portion of this Agreement may be assigned or otherwise transferred by you, without Licensor’s prior written consent. Licensor may assign this Agreement, or any part of this Agreement, in its sole discretion.
8.11 Unauthorized Use. The Licensed Software is not intended or authorized for use inanti-personnel landmines, and you agree that it will not be used for this purpose. Upon request from Licensor, you will furnish a written certification that you do not use or permit the use of the Licensed Software in anti-personnel landmines. The Licensed Software is not intended or authorized for use in products surgically implanted into the body, for life support or for other products in which a product failure could cause personal injury or death. If you permit the uses of Licensed Software for these unintended or unauthorized uses, you will fully indemnify, defend, and hold harmless Licensor, its Affiliates, subsidiaries, officers and directors, employees, and distributors from all liability related to such use, including attorneys’ fees and costs.
8.12 Export. Each party shall comply with all applicable export and import control laws and regulations including but not limited to the US Export Administration Regulation (including prohibited party lists issued by other federal governments), Catch-all regulations and all national and international embargoes. Each party further agrees that it will not knowingly transfer, divert, export or re-export, directly or indirectly, any product, software, including software source code, or technology restricted by such regulations or by other applicable national regulations, received from the other party under this Agreement, or any direct product of such software or technical data to any person, firm, entity, country or destination to which such transfer, diversion, export or re-export is restricted or prohibited, without obtaining prior written authorization from the applicable competent government authorities to the extent required by those laws. This provision shall survive termination or expiration of this Agreement.
8.13 International Sale of Goods. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this document.
8.14 Audit. You will maintain accurate and up-to-date records pertaining to this Agreement and will grant Licensor or its authorized agent access to and copies of such records and information as requested by Licensor that pertain to your obligations under this Agreement. Such access will be granted upon reasonable advance written notice, and be conducted during normal business hours with minimal impact to your business operations, and subject to confidentiality restrictions. You will maintain such records for a period of at least three (3) years from the date of termination of this Agreement. You must make prompt adjustment to compensate for any errors and/or omissions disclosed by such examination or audit.
