IMPORTANT. Read the following NXP Semiconductors Netherlands B.V. Software

License Agreement (“Agreement”) completely. By selecting the “I Accept” button at the

end of this page, you indicate that you accept the terms of this Agreement, whether you

have read them or not. You may then download, or otherwise use the file

 

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NXP SEMICONDUCTORS NETHERLANDS

B.V. CONFIDENTIALITY AND SOFTWARE

LICENSE AGREEMENT

 

This is a legal agreement between you (either as an individual or as an authorized representative

of your employer) and NXP Semiconductors Netherlands B.V. ("NXP"). It concerns your rights

to download and to use this file and all accompanying materials (the “Software”). In

consideration for NXP allowing you to access the 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 the Software. If you change your mind later, stop using the Software and delete all

copies of the Software in your possession or control. Any copies of the 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.

 

Disclaimer (applicable if you are a MIPI member): at least some of the Software covered by this

Agreement adheres to the MIPI I3CSM specification (MIPI I3CSM is a service mark of MIPI

Alliance, and MIPI® is a registered trademark owned by MIPI Alliance; NXP claims no rights in

these marks). Any patent or other intellectual property rights owned by MIPI or MIPI Members

are licensed under the terms of the MIPI Membership Agreement; no such rights are licensed

under this Agreement.

 

Disclaimer (applicable if you are not a MIPI member): at least some of the Software covered by

this Agreement adheres to the MIPI I3CSM specification (MIPI I3CSM is a service mark of MIPI

Alliance, and MIPI® is a registered trademark owned by MIPI Alliance; NXP claims no rights in

these marks). If you desire to create your own silicon product that supports the protocol defined

by this MIPI specification, and/or you wish to obtain this MIPI specification, and you are not

already a MIPI Alliance member, you should become a MIPI Alliance member. Any patent or

other intellectual property rights owned by MIPI or MIPI Members are licensed under the terms

of the MIPI Membership Agreement; no such rights are licensed under this Agreement. MIPI

Alliance membership information is available at: http://mipi.org/join-mipi .

 

CONFIDENTIALITY (applicable if you are not a MIPI member):

 

The confidentiality obligations in this section are required by MIPI Alliance for those who are

not MIPI members.

 

You will maintain the confidential information of NXP, including anything therein involving the

MIPI I3CSM specification, but not limited to the materials provided herewith (the "Confidential

Information"), in confidence and with at least the same degree of care that you would use to

protect your own confidential and proprietary information, with not less than a reasonable degree

of care under the circumstances. You will neither disclose nor copy the Confidential Information

except as necessary for Your employees, if any (under a comparable obligation of

confidentiality), with a need to know for the purpose of evaluation and/or developing products

using the Confidential Information. Any copies which contain Confidential Information shall be

marked "confidential," "proprietary" or bear a similar legend. This obligation of confidentiality

will expire 3 years from the date of disclosure of such information hereunder. Confidential

Information shall not include any information that is:

 

a. in the public domain other than by the recipient's breach of duty;

b. rightfully received from a third party without any obligation of confidentiality;

c. rightfully known to the recipient without any limitation on use or disclosure prior to its receipt

from the disclosing party;

d. independently developed by the recipient and/or employees of the recipient without breach of

the terms of this Agreement; or

e. disclosed as required by law to comply with applicable laws or regulations, or with a valid

order of a court or other governmental body of the United States, but only to the extent and for

the purposes of such required disclosure and provided that the party required to make such

disclosure takes all reasonable actions to obtain confidential treatment for such disclosure and, if

possible, to minimize the extent of such disclosure and to inform the owner of such confidential

information of its obligation prior to disclosure.

 

The obligations of this section shall survive termination of the following License Grant.

 

LICENSE GRANT:

 

Exclusively in conjunction with your evaluation, development and/or sale of a product in

compliance with the I3C Specification, NXP grants to you, the non-exclusive, non-transferable

right (1) to use the Software, and (2) to reproduce the Software. You may not distribute or

sublicense the Software to others. If you violate any of the terms or restrictions of this

Agreement, NXP may immediately terminate this Agreement, and require that you stop using

and delete all copies of the Software in your possession or control.

 

COPYRIGHT. The Software is licensed to you, not sold. NXP owns the Software, and United

States copyright laws and international treaty provisions protect the Software. Therefore, you

must treat the Software like any other copyrighted material (e.g. a book or musical recording).

You may not use or copy the Software for any other purpose than what is described in this

Agreement. Except as expressly provided herein, NXP does not grant to you any express or

implied rights under any NXP or third party patents, copyrights, trademarks, or trade secrets,

whether now owned or hereafter acquired. Additionally, you must reproduce and apply any

copyright or other proprietary rights notices included on or embedded in the Software to any

copies or derivative works made thereof, in whole or in part, if any.

 

SUPPORT. The Software is provided “as-is” and without any obligation of support by NXP. For

the avoidance of doubt, NXP is NOT obligated to provide any support, upgrades or new releases

of the Software. If you wish, you may contact NXP and report problems and provide suggestions

regarding the Software. You may also contact NXP to discuss availability and cost of a separate

maintenance contract for the Software. NXP has no obligation whatsoever to respond in any way

to such a problem report or suggestion. NXP may make changes to the Software at any time,

without any obligation to notify you or to provide updated versions of the Software to you.

 

NO WARRANTY. THE SOFTWARE IS PROVIDED BY NXP, THE COPYRIGHT HOLDER, "AS IS". YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU (AND NOT NXP OR ANY NXP

REPRESENTATIVE) ASSUME THE ENTIRE COST OF CORRECTION. NXP EXPRESSLY

DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SOFTWARE, WHETHER

SUCH WARRANTIES ARE EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED

TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE AND NONINFRINGEMENT.

 

INDEMNITY. NXP disclaims any and all indemnity obligations. You agree to fully defend and

indemnify NXP from any and all claims, liabilities, and costs (including reasonable attorney’s

fees) related to (1) your use (including your sublicensee’s use, if permitted) of the Software or

(2) your violation of the terms and conditions of this Agreement.

 

 

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. YOU EXPRESSLY ASSUME ALL

LIABILITIES AND RISKS, FOR ANYONE' S USE OR OPERATION OF ANY

APPLICATION PROGRAMS OR DEVICES YOU MAY CREATE WITH THE SOFTWARE

AND THE RESULTS DERIVED FROM YOUR USE OF THE SOFTWARE.

 

COMPLIANCE WITH LAWS; EXPORT RESTRICTIONS. You must use the Software in

accordance with all applicable U.S. laws, regulations and statutes. You agree that neither you

nor your licensees (if any) intend to or will, directly or indirectly, export or transmit the Software

to any country in violation of U.S. export restrictions.

 

 

GOVERNMENT USE. Use of the Software and any corresponding documentation, if any, is

provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is

subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and

Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(l) and (2) of the

Commercial Computer Software--Restricted Rights at 48 CFR 52.227-19, as applicable.

Manufacturer is NXP Semiconductors, Inc., 6501 William Cannon Drive West, Austin, TX,

78735.

 

 

CHOICE OF LAW; VENUE; LIMITATIONS. You agree that the statutes and laws of the

United States and the State of Texas, USA, without regard to conflicts of laws principles, will

apply to all matters relating to this Agreement or the Software, and you agree that any litigation

will be subject to the exclusive jurisdiction of the state or federal courts in Texas, USA. You

agree that, regardless of any statute or law to the contrary, any claim or cause of action arising

out of or related to this Agreement or the Software must be filed within one (1) year after such

claim or cause of action arose, or it shall be forever barred.

 

PRODUCT LABELING. You are not authorized to use any NXP trademarks, brand names, or

logos.

 

ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between you and

NXP regarding the subject matter of this Agreement, and supersedes all prior communications,

negotiations, understandings, agreements or representations, either written or oral, if any. This

Agreement may only be amended in written form, executed by you and NXP.

 

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.

 

NO WAIVER. The waiver by NXP of any breach of any provision of this Agreement will not

operate as, or be construed as, a waiver of any other or a subsequent breach of the same or a

different provision.