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LA_OPT_BINARY_FIRMWARE_ONLY rev2 June 2020

Software License Agreement (“Agreement”)

ANY USE, REPRODUCTION, OR DISTRIBUTION OF THE ACCOMPANYING BINARY SOFTWARE CONSTITUTES LICENSEE'S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

Licensed Software. “Binary Software” means the software in binary form supplied directly by NXP pursuant to this Agreement. Subject to the terms and conditions of this Agreement, NXP USA, Inc. ("Licensor"), grants to you (“Licensee”) a worldwide, non-exclusive, and royalty-free copyright license to reproduce and distribute the Binary Software in its complete and unmodified binary form as provided by Licensor, for use solely in conjunction with a programmable processing unit supplied directly or indirectly from Licensor.

Restrictions. Licensee must reproduce the Licensor copyright notice above with each binary copy of the Binary Software or in the accompanying documentation. Licensee must not reverse engineer, decompile, disassemble or modify in any way the Binary Software. Licensee must not use the Binary Software in violation of any applicable law or regulation. This Agreement shall automatically terminate upon Licensee's breach of any term or condition of this Agreement in which case, Licensee shall destroy all copies of the Binary Software. Neither the name of Licensor nor the names of its suppliers may be used to endorse or promote products derived from this Binary Software without specific prior written permission.
Disclaimer.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE BINARY SOFTWARE.  THE BINARY 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.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSOR DOES NOT WARRANT THAT THE BINARY SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION, AND LICENSOR GRANTS NO WARRANTY REGARDING ITS USE OR THE RESULTS THEREFROM, INCLUDING ITS CORRECTNESS, ACCURACY, OR RELIABILITY.

Limitation of Liability. IN NO EVENT WILL LICENSOR, OR ANY OF LICENSOR'S LICENSORS HAVE ANY LIABILITY HEREUNDER FOR ANY INDIRECT, SPECIAL, OR
CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, ARISING OUT OF THIS AGREEMENT, INCLUDING DAMAGES FOR LOSS OF PROFITS, OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S TOTAL LIABILITY FOR ALL COSTS, DAMAGES, CLAIMS, OR LOSSES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE BINARY SOFTWARE SUPPLIED UNDER THIS AGREEMENT IS LIMITED TO THE AGGREGATE AMOUNT PAID BY LICENSEE TO LICENSOR IN CONNECTION WITH THE BINARY SOFTWARE TO WHICH LOSSES OR DAMAGES ARE CLAIMED.

Trade Compliance.  Licensee 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. Licensee 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 Licensor 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. Licensee acknowledge that the “restricted encryption software” that is subject to the US Export Administration Regulations (EAR), is not intended for use by a government end user, as defined in part 772 of the EAR. This provision shall survive termination or expiration of this Agreement.

Assignment.  Licensee may not assign this Agreement without the prior written consent of Licensor.  Licensor may assign this Agreement without Licensee’s consent.

Governing Law.  This Agreement will be governed by, construed, and enforced in accordance with the laws of the State of Texas, USA, without regard to conflicts of laws principles, will apply to all matters relating to this Agreement or the Binary Software, and Licensee agrees that any litigation will be subject to the exclusive jurisdiction of the state or federal courts Texas, USA.  The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
Restrictions, Disclaimer, Limitation of Liability, Trade Compliance, Assignment, and Governing Law shall survive termination or expiration of this Agreement.

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