EULA.txt

LA_OPT_BASE_LICENSE v20 June 2017

IMPORTANT. Read the following NXP 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 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.

NXP SOFTWARE LICENSE AGREEMENT

This is a legal agreement between you, as an authorized representative of your
employer, or if you have no employer, as an individual (together “you”), and
NXP B.V. (“NXP”). It concerns your rights to use the software identified in the
Software Content Register and 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 License. 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.

1. DEFINITIONS
1.1. For NXP, the term “Affiliate” means (i) any Person Controlled by NXP
Semiconductors N.V. or (ii) any Person Controlled by any transferee of all or
substantially all of the assets of NXP Semiconductors N.V., where “Controlled”
means the direct or indirect beneficial ownership of more than fifty percent
(50%) of the voting stock, or decision-making authority in the event that there
is no voting stock, in another entity; provided, any such Person described in
clause (i) or (ii) shall be deemed to be an “Affiliate” only for so long as such
Person is Controlled by NXP Semiconductors N.V. or such transferee. For the
purposes of this definition, “Person” is defined to mean “an individual,
corporation, partnership, limited liability company, association, unincorporated
association, trust or other entity or organization, including a government or
political subdivision or an agency or instrumentality thereof.”

1.2. “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 the 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.

1.3. “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.

1.4. “Software Content Register” means the documentation accompanying the
Licensed Software which identifies the contents of the Licensed Software,
including but not limited to identification of any Third Party Software.

1.5. “Third Party Software” means, any software included in the Licensed
Software that is not NXP Proprietary software, and is not open source software,
and to which different license terms may apply.

2. LICENSE GRANT

2.1. Separate license grants to Third Party Software, or other terms applicable
to the Licensed Software if different from those granted in this Section 2, are
contained in Appendix A.  The Licensed Software is accompanied by a Software
Content Register which will identify that portion of the Licensed Software, if
any, that is subject to the different terms in Appendix A.

2.2. Exclusively in connection with your development and distribution of product
containing a programmable processing unit (e.g. a microprocessor, microcontroller,
sensor or digital signal processor) supplied directly or indirectly from NXP
(“Authorized System”) NXP grants you a world-wide, personal, non-transferable,
non-exclusive, non-sublicensable, license, under NXP’s Intellectual Property
Rights:

(a) to use and reproduce the Licensed Software only as part of, or integrated
within, Authorized Systems and not on a standalone basis;

(b) to directly or indirectly manufacture, demonstrate, copy, distribute, market
and sell 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 standalone
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.

(c) to copy, use and distribute as needed, solely in connection with an Authorized
System, proprietary NXP information associated with the Licensed Software for
the purpose of developing, maintaining and supporting Authorized Systems with
which the Licensed Software is integrated or associated.

2.3. For NXP Licensed Software provided to you in source code form (human
readable), NXP further grants to you a worldwide, personal, non-transferable,
non-exclusive, non-sublicensable, license, under NXP’s Intellectual Property
Rights:

(a) to prepare derivative works of the Licensed Software, only as part of, or
integrated within, Authorized Systems and not on a standalone basis;

(b) to use, demonstrate, copy, distribute, market and sell the derivative works
of the Licensed Software in object code (machine readable) only as part of, or
integrated within, Authorized Systems and not on a standalone 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.

2.4. You may use subcontractors on your premises to exercise your rights under
Section 2.2 and 2.3 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.

3. LICENSE LIMITATIONS AND RESTRICTIONS.

3.1. The licenses granted above in Section 2.3 only extend to NXP intellectual
property rights that would be infringed by the 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.

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 sublicensees 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 (c)(1) and (c)(2).

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 information, results or data associated
with the use of the Licensed Software to anyone other than NXP; however, you
must advise NXP of any results obtained including any problems or suggested
improvements thereof.  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. Subject to NXP’s ownership interest in the
underlying Licensed Software, all intellectual property rights associated with,
and title to, your Authorized System will be retained by or will vest in you.
Your modifications to the Licensed Software, and all intellectual property
rights associated with, and title thereto, will be the property of NXP. Upon
request, you must provide NXP the source code of any derivative of the Licensed
Software.  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
made by you or your licensees.

6. PATENT COVENANT NOT TO SUE. As partial, material consideration for the rights
granted to you under this Agreement, you covenant not to sue or otherwise assert
your patents against NXP, a NXP Affiliate or subsidiary, or a NXP 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 of the
Licensed Software.

7. ESSENTIAL PATENTS.  You are solely responsible for obtaining licenses for any
relevant Essential Patents for your use in connection with technology that you
incorporate into your product (whether as part of the Licensed Software or not).

8. TERM AND TERMINATION.   This Agreement will remain in effect unless terminated
as provided in this Section 8.

8.1. You may terminate this Agreement immediately upon written notice to NXP at
the address provided below.

8.2. 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.

8.3. Notwithstanding the foregoing, NXP may terminate this Agreement immediately
upon written notice if you: breach any of your confidentiality obligations or
the license restrictions under this Agreement; 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 its business or assets.

8.4. 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(b), 2.2(c), and 2.3(b), which have been granted prior to such termination
will survive.

8.5. After termination of this Agreement by either party and upon NXP’s written
request, you will, at your discretion, return to the NXP any confidential
information including all copies thereof or furnish to NXP 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.

8.6. Notwithstanding the termination of this Agreement for any reason, the terms
of Sections 1, 3, 5 through 25 will survive.

9. 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.

10. 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).

11. 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 contractors or distributee’s use, if permitted) of
the Licensed Software or (2) your violation of the terms and conditions of this
Agreement.

12. LIMITATION OF LIABILITY.  EXCLUDING LIABILITY FOR A BREACH OF SECTION 2
(LICENSE GRANTS), SECTION 3 (LICENSE LIMITATIONS AND RESTRICTIONS), SECTION 17
(CONFIDENTIAL INFORMATION), OR CLAIMS UNDER SECTION 11(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 TO WHICH LOSSES OR DAMAGES
ARE CLAIMED.

13. 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 Regulations (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.

14. GOVERNMENT CONTRACT COMPLIANCE.

14.1. 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.

14.2. The Licensed Software has been developed at private expense and is a
“Commercial Item” as defined in 48 C.F.R. §2.101, consisting of “Commercial
Computer Software”, and/or “Commercial Computer Software Documentation,” as
such terms are used in 48 C.F.R. §12.212 (or 48 C.F.R. §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.

15. SAFETY CRITICAL APPLICATIONS

15.1. In some cases, NXP may promote certain Licensed Software for use in
safety-related applications. NXP’s goal is to educate licensees so that they
can design their own end-product solutions to meet applicable functional safety
standards and requirements.  You make the ultimate design decisions regarding
your products and are solely responsible for compliance with all legal,
regulatory, safety, and security related requirements concerning your products,
regardless of any information or support that may be provided by NXP. Accordingly,
you 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 your incorporation of any product in a safety-critical application or
system.

15.2. Only Licensed Software that NXP has specifically designated as “Automotive
Qualified” is intended for use in automotive, military, or aerospace applications
or environments.  If you use Licensed Software that has not been designated as
“Automotive Qualified” in an automotive, military, or aerospace application or
environment, you do so at your own risk.

15.3. Licensed Software is not intended or authorized for any use in anti-personnel
landmines.

16. 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.

17. CONFIDENTIAL INFORMATION.  Subject to the license grants and restrictions
contained herein, you must 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 anyone other than employees, or
sub-contractors in accordance with Section 2.4 who have a need to know of the
Licensed Software and who have executed written agreements obligating them to
protect such Licensed Software to at least the same degree of care as in this
Agreement. 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
NXP of such requirement prior to disclosure, which you only disclose information
required, and that you allow NXP the opportunity to object to such court or
other legal body requiring such disclosure.

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

19. 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.

20. 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.

21. 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.

22. 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.

23. 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 provided at registration will be used.

24. 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.

25. 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.