LA_OPT_Online Code Hosting NXP_Software_License - v1.4 May 2025 
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 2.1(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. 

12.1	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.

12.2	Prohibition of Export to Russian Federation

(a)	With respect to activities that fall under the scope of Article 12g, 12ga of Council Regulation (EU) No 833/2014, or Council Regulation (EU) No 765/2006 (as the case requires), Licensee (a) will not sell, export or re-export, directly or indirectly any item, and (b) will not sell, license or sublicense any intellectual property rights or trade secrets, to the Russian Federation or Belarus, or for use in the Russian Federation or Belarus.

(b)	Licensee will ensure that the purpose of paragraph (a) above is not frustrated by any third parties further down the commercial chain, including by either resellers, sublicensees, or both.

(c)	Licensee will set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by either resellers, sublicensees, or both, that would frustrate the purpose of paragraph (a).

(d)	Any violation of paragraphs (a), (b) or (c) will constitute a material breach of this Agreement, and NXP will be entitled to seek appropriate remedies, including, but not limited to: (i) termination of this Agreement; (ii) suspension of any of its business relationships with Licensee, Licensee’s affiliates or both, until the breach of paragraph (a) above is remedied, and (iii) a plan to remedy the breach.

(e)	Licensee will immediately inform NXP about any problems in applying paragraphs (a), (b) or (c), above, including any relevant activities by third parties that could frustrate the purpose of paragraph (a). Licensee will make available to NXP information concerning compliance with the obligations under paragraphs (a), (b) and (c) within 2 weeks of the request for information.

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:PRIVACYPRACTICES.
