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
.
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.