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NXP SEMICONDUCTORS USA, INC.

End-User License Agreement for LPCXpresso Software Development Tools



(Rev. 2013-06-28)

THIS END USER LICENSE AGREEMENT ("LICENSE") IS A LEGAL AGREEMENT BETWEEN YOU
(EITHER A SINGLE INDIVIDUAL, OR SINGLE LEGAL ENTITY) AND NXP SEMICONDUCTORS USA,
INC. ("NXP") FOR THE USE OF THE SOFTWARE ACCOMPANYING THIS LICENSE. NXP IS ONLY
WILLING TO LICENSE THE SOFTWARE TO YOU ON CONDITION THAT YOU ACCEPT ALL OF THE
TERMS IN THIS LICENSE. BY CLICKING "I AGREE" OR BY INSTALLING OR OTHERWISE USING OR
COPYING THE SOFTWARE YOU INDICATE THAT YOU AGREE TO BE BOUND BY ALL THE TERMS OF
THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, NXP IS UNWILLING TO
LICENSE THE SOFTWARE TO YOU; DO NOT DOWNLOAD, INSTALL, USE, OR COPY THE SOFTWARE.

"Software" means any software, firmware and data accompanying this License, any documentation supplied with it,
and any Updates, in all cases relating to the NXP package of software development tools. The package includes the
LPCXpresso integrated development environment (IDE) with build tools, including compiler, assembler, linker,
libraries and example code. For convenience, your package also includes Separate Files (defined below in Clause 6),
but these are licensed under their own terms and not as part of the Software.

"Seat" means the authorization from NXP, as evidenced in the sales order, delivery confirmation email and License
Key issued to you by NXP, to use and run certain components or features of the Software, only in the quantities and
for the time periods stated therein, and (if applicable) only with the target devices, and only in the countries or
geographic regions, specified therein.

"License Key" means (i) an electronic numbered activation code issued to you by NXP to enable, (ii) the built-in
demonstration mode (Demonstration Only) that enables; or (iii) the evaluation mode, which commences after a
Demonstration Only product is registered with NXP ("Evaluation Only") that enables, the use of the Software.

Updates means updates, patches and modifications to the Software NXP may agree to make available to you from
time to time under the terms of this License.

1. LICENSE GRANTS.

(i) SOFTWARE: NXP hereby grants to you, subject to the terms and conditions of this License, a non-exclusive,
worldwide, non-transferable license, only for the Seats, to use the Software, solely for the purposes of your internal
development, testing and debugging of software applications (referred to in this License as "Software Applications").
You shall not modify or redistribute any of the Software except as may be permitted by clauses 1(ii)-1(iii) below.

(ii) LIBRARIES: In respect of any Language Libraries and Helper Libraries (together "Target Libraries") identified
in Schedule 1, NXP hereby grants you additional non-exclusive, non-transferable licenses to; (a) incorporate and
link the Language Libraries into or with Software Applications, provided that Software Applications contain
substantial additional functionality; (b) incorporate and link the Helper Libraries into, or use them in, Software
Applications; and (c) reproduce and distribute the Target Libraries, only in object code form, and only as part of
Software Applications.

(iii) EXAMPLE CODE: In respect of any example code (Example Code) identified in Schedule 1, NXP hereby
grants you additional non-exclusive, non-transferable licenses to; (a) use, copy and (if supplied in source form)
modify the Example Code, only for internal testing, evaluation, and development and testing of Software
Applications; (b) incorporate, compile and link the Example Code and any modifications into Software Applications;
(c) reproduce and distribute the Example Code, and any modifications, only in object code form, and only as part of
Software Applications.

2. RESTRICTIONS ON USE OF THE SOFTWARE.

(i) SEATS, INSTALLATION AND LICENSE KEYS: Your use of the Software is limited to the specific number of
Seats issued to you by NXP. For each Seat, NXP will make a License Key available to you to enable use of the
Software, or certain components or optional functionality in the Software, as applicable. You shall only install and
use the Software and License Keys on computers, or virtual machines running on computers, which are owned by
you (or which are in your exclusive possession under an equipment finance arrangement) and which are either; (i)
located at your premises; or (ii) portable computers which shall remain in the possession and control of your
employees when outside such premises. Each Seat and License Key shall be limited or locked to a single item of
your personal computer hardware (also known as host ID) on which the Seat or License Key is initially installed,
except where NXP may separately agree to authorize the transfer (also known as re-hosting) of such Seat or License
Key to another host ID.

(ii) COPYING: You shall not use or copy the Software or License Keys except as expressly authorized in this
License. You may make one additional copy of the delivered Software media or image for backup or archival
purposes.

(iii) UPDATES AND UPGRADES: Upgrades and Updates replace the earlier releases of Software that you are
upgrading or updating, and are not additional copies. When you upgrade or update the Software, the License Key for
such new release replaces your existing License Key. Therefore, if you are receiving the Software as an Update or
upgrade, you obtain no rights to, and shall not, install or use this Update or upgrade unless you have first ceased all
use of, and deleted, your License Key for the version of the Software that you are updating or upgrading.

(iv) PERMITTED USERS: The Software and License Keys shall be used only by your employees, or by your bona
fide sub-contractors for whose acts and omissions you hereby agree to be responsible to NXP to the same extent as
those of your employees, and provided always that such sub-contractors; (i) work only onsite at your premises; (ii)
are aware of the terms of this License; (iii) are contractually obligated to use the same only for your benefit, and (iv)
agree to assign all their work product and any rights they create therein in the supply of such work to you. Only the
single individual, company or other legal entity to whom NXP is supplying this License may use the Software and
License Keys. You shall not allow third parties (including but not limited to any subsidiary, parent or affiliated
companies, or offsite contractors you may have) to use the Software or License Keys unless NXP specifically agrees
otherwise with you on a case by case basis.

(v) REMOTE USE: The Software and License Keys shall only be used onsite at your premises, except when used
offsite by an employee (but not a sub-contractor) of yours, on a portable computer, in accordance with the "SEATS,
INSTALLATION AND LICENSE KEYS" paragraph above, as part of his or her normal work activities, and only
for your benefit.

(vi) MULTIPLE VERSIONS: The media on which the Software resides may contain more than one version of the
Software, each of which is compatible with a different operating system (such as Microsoft Windows XP
Professional and Red Hat Linux). Each version may only be installed and used by you to the extent that you have
valid Seats and License Keys from NXP.

(vii) DEMONSTRATION USE RESTRICTION: If your License Key is Demonstration Only, or the Software is
identified as a demonstration version (collectively Demonstration Software), then notwithstanding anything else in
this License, YOU AGREE TO USE THE SOFTWARE ONLY FOR DEMONSTRATION PURPOSES, AND
NXP DOES NOT GRANT YOU ANY RIGHTS TO EVALUATE, DISTRIBUTE OR SUB-LICENSE
SOFTWARE APPLICATIONS UNDER THIS LICENSE. Demonstration Software can be upgraded to Evaluation
Software (defined below) by registering the product with NXP.

(viii) EVALUATION USE RESTRICTION: If your License Key is Evaluation Only, or the Software is identified as
an evaluation version (collectively "Evaluation Software"), then notwithstanding anything else in this License, YOU
AGREE TO USE THE SOFTWARE ONLY FOR EVALUATION PURPOSES, AND NXP DOES NOT GRANT
YOU ANY RIGHTS TO DISTRIBUTE OR SUB-LICENSE SOFTWARE APPLICATIONS UNDER THIS
LICENSE. Evaluation Software can be upgraded to a full license by acquiring a full license from NXP.

(ix) ACADEMIC OR EDUCATIONAL USE RESTRICTION: If you or your employer or institution paid academic
or educational pricing for the Software, or the Software is identified as an academic or educational version, then
notwithstanding anything else in this License, YOU AGREE TO USE THE SOFTWARE ONLY FOR ACADEMIC,
NON-COMMERCIAL PURPOSES, AND NXP DOES NOT GRANT YOU ANY RIGHTS TO DISTRIBUTE OR
SUB-LICENSE SOFTWARE APPLICATIONS UNDER THIS LICENSE.

(x) REVERSE ENGINEERING: Except to the extent that such activity is permitted by applicable law you shall not
reverse engineer, decompile or disassemble any of the Software. If the Software was provided to you in Europe you
shall not reverse engineer, decompile or disassemble any of the Software for the purposes of error correction.

(xi) BENCHMARKING: This License does not prevent you from using the Software for internal benchmarking
purposes. However, you shall treat any and all benchmarking data relating to the Software, and any other results of
your use or testing of the Software which are indicative of its performance, efficacy, reliability or quality, as
confidential information and you shall not disclose such information to any third party without the express written
permission of NXP. NXP may agree to waive the restrictions in this paragraph if requested in writing.

(xii) RESTRICTIONS ON TRANSFER OF LICENSED RIGHTS: The rights granted to you under this agreement
may not be assigned, sublicensed or otherwise transferred by you to any third party without the prior written consent
of NXP. You shall not rent or lease the Software, or share it with contractors or third parties.

(xiii) COPYRIGHT AND RESERVATION OF RIGHTS: The Software is owned by NXP or its licensors and is
protected by copyright and other intellectual property laws and international treaties. The Software is licensed not
sold. You acquire no rights to the Software other than as expressly provided by this License. You shall not remove
from the Software any copyright notice or other notice and shall ensure that any such notice is reproduced in any
copies of the whole or any part of the Software made by you.

3. CONFIDENTIALITY.
You acknowledge that the Software, License Keys, and any benchmarking data and related information mentioned
in Clause 2 contain trade secrets and confidential material, and you agree to maintain them in confidence and apply
security measures no less stringent than the measures which you apply to protect your own like information, but not
less than a reasonable degree of care, to prevent their unauthorized disclosure and use. Subject to any restrictions
imposed by applicable law, the period of confidentiality shall be indefinite. You agree that you shall not use any
such information other than in normal use of the Software under the licenses granted in this License.

4. DISCLAIMER OF WARRANTIES.

(i) YOU AGREE THAT THE SOFTWARE IS LICENSED "AS IS", AND THAT NXP EXPRESSLY DISCLAIMS
ALL REPRESENTATIONS, WARRANTIES, CONDITIONS OR OTHER TERMS, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF NON-INFRINGEMENT,
SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE.

(ii) YOU EXPRESSLY ASSUME ALL LIABILITIES AND RISKS, FOR USE OR OPERATION OF SOFTWARE
APPLICATIONS, INCLUDING WITHOUT LIMITATION, APPLICATIONS DESIGNED OR INTENDED FOR
MISSION CRITICAL APPLICATIONS, SUCH AS PACEMAKERS, WEAPONRY, AIRCRAFT NAVIGATION,
FACTORY CONTROL SYSTEMS, ETC. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME
THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

5. LIMITATION OF LIABILITY.

(i) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NXP BE
LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES
(INCLUDING LOSS OF PROFITS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE
WHETHER BASED ON A CLAIM UNDER CONTRACT, TORT OR OTHER LEGAL THEORY, EVEN IF NXP
WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(ii) NXP does not seek to limit or exclude liability for death or personal injury arising from NXP's negligence and
because some jurisdictions do not permit the exclusion or limitation of liability for consequential or incidental
damages the above limitation relating to liability for consequential damages may not apply to you.

(iii) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LICENSE, THE
MAXIMUM LIABILITY OF NXP TO YOU IN AGGREGATE FOR ALL CLAIMS MADE AGAINST NXP IN
CONTRACT TORT OR OTHERWISE UNDER OR IN CONNECTION WITH THE SUBJECT MATTER OF
THIS LICENSE SHALL NOT EXCEED THE TOTAL OF SUMS PAID BY YOU TO NXP (IF ANY) FOR THIS
LICENSE.

6. THIRD PARTY RIGHTS.

(i) The Software is supplied with, and uses, third party software or materials which are governed by their own
separate license agreements set forth in Schedule 2 (together "Separate Files"). This License does not apply to such
Separate Files and they are not included in the term "Software" under this License. You agree to comply with all
terms and conditions imposed on you in respect of such Separate Files ("Third Party Terms"). Any provisions in
this License which differ from Third Party Terms are offered by NXP alone and shall not supersede or modify any
Third Party Terms. In addition to Third Party Terms, the disclaimer of warranty and limitation of liability provisions
in this License shall apply to all Software and Separate Files.

(ii) NXP HEREBY DISCLAIMS ANY AND ALL WARRANTIES EXPRESS OR IMPLIED FROM ANY THIRD
PARTIES REGARDING ANY SEPARATE FILES, ANY THIRD PARTY MATERIALS INCLUDED IN THE
SOFTWARE, ANY THIRD PARTY MATERIALS FROM WHICH THE SOFTWARE IS DERIVED
(COLLECTIVELY "OTHER CODE"), AND THE USE OF ANY OR ALL THE OTHER CODE IN
CONNECTION WITH THE SOFTWARE, INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF
SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.

(iii) NO THIRD PARTY LICENSORS OF OTHER CODE SHALL HAVE ANY LIABILITY FOR ANY DIRECT,
INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING
WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND WHETHER MADE UNDER
CONTRACT, TORT OR OTHER LEGAL THEORY, ARISING IN ANY WAY OUT OF THE USE OR
DISTRIBUTION OF THE OTHER CODE OR THE EXERCISE OF ANY RIGHTS GRANTED UNDER EITHER
OR BOTH THIS LICENSE AND THE LEGAL TERMS APPLICABLE TO ANY SEPARATE FILES, EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(iv) The Software includes materials supplied by third party device manufacturers for use with their relevant target
devices. To the extent such materials are either (i) identified as such in the Software (for example in a "Help About"
box or on-screen copyright message), or (ii) presented, in a standard installation, for selection by you at a path name
or file name which contains the name of the relevant manufacturer or device, you agree to use such materials (if at
all) only to develop applications for the relevant devices of that vendor.

(v) The source code for the components of the Software as identified in Schedules 1 and 2 to this Agreement is
available from NXP and can be obtained from http://www.nxp.com/lpcxpresso/home.

7. SUPPORT
This product is supported by NXP through online channels. Further information on obtaining support can be found
online at:
http://www.nxp.com/lpcxpresso/home

8. U.S. GOVERNMENT END USERS.
US Government Restrictions: Use, duplication, reproduction, release, modification, disclosure or transfer of this
commercial product and accompanying documentation is restricted in accordance with the terms of this License.

9. TERM AND TERMINATION.
This License shall remain in force until terminated by you, by NXP or by expiry (in the case of a time limited
license). Without prejudice to any of its other rights if you are in breach of any of the terms and conditions of this
License then NXP may terminate this License immediately upon giving written notice to you. You may terminate
this License at any time. Upon termination of this License by you or by NXP you shall stop using the Software and
destroy all copies of the Software in your possession together with all documentation and related materials. The
provisions of clauses 3, 5, 6, 8, 9 and 10 shall survive termination of this License.

10. GENERAL.

(i) This License is governed by the laws of the State of California without regard to any principle of conflicts of law.
Any dispute arising hereunder shall be resolved in the state or federal courts located in the Northern District of
California, and the parties hereby agree that venue and jurisdiction for any related proceedings arising hereunder
shall lie exclusively with such courts; provided, however, that each party may enforce its and its affiliates
intellectual property rights in any court, and similar governing body, of competent jurisdiction, including but not
limited to equitable relief. Except where NXP agrees otherwise in a written contract signed by you and NXP, this is
the only agreement between you and NXP relating to the Software and it may only be modified by written
agreement between you and NXP. Except as expressly agreed in writing, this License may not be modified by
purchase orders, advertising or other representation by any person. If any clause or sentence in this License is held
by a court of law to be illegal or unenforceable the remaining provisions of this License shall not be affected thereby.
The failure by NXP to enforce any of the provisions of this License, unless waived in writing, shall not constitute a
waiver of NXP's rights to enforce such provision or any other provision of this License in the future.

(ii) At NXP's request, you agree to check your computers for installations of the Software, copies of License Keys,
contents of any license server log files, individual or concurrent usage of Seats, and any other information requested
by NXP relating to Software installation, usage and License Key management, and to provide this information to
NXP. NXP will not make such a request more frequently than once per year, except as necessary where NXP
believes, in good faith, that an additional check is needed (for example after re-hosting a License Key). You agree
that auditors nominated by NXP may also perform such checking and reporting on behalf of NXP by prior
appointment during your normal business hours on seven (7) days' notice. NXP shall bear the auditors' costs for that
audit unless it reveals unlicensed usage in which case you shall promptly reimburse NXP for all reasonable costs
and expenses, including professional fees, relating to such audit. Any information which is disclosed to NXP or such
auditors during checking or audit shall be treated as your confidential information and shall only be used by NXP for
license management, compliance and enforcement purposes.

(iii) The Software provided under this License is subject to U.S. export control laws, including the U.S. Export
Administration Act and its associated regulations, and may be subject to export or import regulations in other
countries. You agree to comply fully with all laws and regulations of the United States and other countries ("Export
Laws") to assure that the Software, is not (1) exported, directly or indirectly, in violation of Export Laws, either to
any countries that are subject to U.S.A. export restrictions or to any end user who has been prohibited from
participating in the U.S.A. export transactions by any federal agency of the U.S.A. government; or (2) intended to be
used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological
weapons proliferation.


SCHEDULE 1
SOFTWARE

Sun Java files (OBJECT CODE)
- Eclipse/jre directory

Eclipse files (OBJECT CODE)
- Eclipse directory
- NXP Plugins to enhance the Eclipse functionality:
All plugins whose name begins com.crt

Target debug drivers (OBJECT CODE)
Executable files prefixed with crt_emu and their related dynamic link libraries

C Runtime library (OBJECT CODE, except header files (redlib directory))

C EABI helper functions (OBJECT CODE)
libcr_eabi_helpers.a

Example projects (SOURCE CODE)
Examples directory

SCHEDULE 2
SEPARATE FILES (Not Covered By This License)


MSYS Build utilities (SOURCE CODE source is available for download on NXPs website)
Licensed under the GNU General Public license, Version 3.0 (http://www.mingw.org/licensing.shtml)

Component License (SOURCE CODE source is available for download on NXPs website)
GNU Binary Utilities Licensed under the GNU General Public License Version 3.0
GNU Compiler Collection Licensed under the GNU General Public License Version 3.0
GNU Debugger Licensed under the GNU General Public License Version 3.0
Newlib C Library Licensed under the Newlib License
GNU Manuals Licensed under the GNU Free Documentation License

Newlib (OBJECT CODE) Licensed under several open source licenses
http://sourceware.org/newlib/COPYING.NEWLIB

Eclipse Licensed under the Eclipse Public License v1.0
http://www.eclipse.org/legal/epl-v10.html

MSYS tools Licensed under the GNU General Public License, Version 2
http://www.gnu.org/licenses/old-licenses/gpl-2.0.html

Compilation tools - Licensed under the GNU General Public License, Version 3
http://www.gnu.org/licenses/gpl-3.0.html

GNU Manuals for components Licensed under GNU Free Documentation License
http://www.gnu.org/licenses/fdl.html

BlowfishJ v2.20 Licensed under Apache License v2.0
http://www.apache.org/licenses/LICENSE-2.0.html

JavaVM (used by Eclipse) Licensed under JAVA SE RUNTIME ENVIRONMENT (JRE)
http://www.java.com/en/download/license.jsp

dfu-util Licensed under the GNU General Public License, Version 2
http://www.gnu.org/licenses/old-licenses/gpl-2.0.html
Source available from http://dfu-util.gnumonks.org/