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| 1 | +NORDIC SEMICONDUCTOR ASA SOFTDEVICE LICENSE AGREEMENT |
| 2 | + |
| 3 | + |
| 4 | +License Agreement for the Nordic Semiconductor ASA ("Nordic") |
| 5 | +S110 Bluetooth SoftDevice software package ("SoftDevice"). |
| 6 | + |
| 7 | + |
| 8 | +You ("You" "Licensee") must carefully and thoroughly read this License |
| 9 | +Agreement ("Agreement"), and accept to adhere to this Agreement before |
| 10 | +downloading, installing and/or using any software or content in the |
| 11 | +SoftDevice provided herewith. |
| 12 | + |
| 13 | +YOU ACCEPT THIS LICENSE AGREEMENT BY (A) CLICKING ACCEPT OR AGREE TO |
| 14 | +THIS LICENSE AGREEMENT, WHERE THIS OPTION IS MADE AVAILABLE TO YOU; OR |
| 15 | +(B) BY ACTUALLY USING THE SOFTDEVICE, IN THIS CASE YOU AGREE THAT THE |
| 16 | +USE OF THE SOFTDEVICE CONSTITUTES ACCEPTANCE OF THE LICENSING |
| 17 | +AGREEMENT FROM THAT POINT ONWARDS. |
| 18 | + |
| 19 | +IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, THEN |
| 20 | +DO NOT DOWNLOAD, INSTALL/COMPLETE INSTALLATION OF, OR IN ANY OTHER WAY |
| 21 | +MAKE USE OF THE SOFTDEVICE. |
| 22 | + |
| 23 | + |
| 24 | + |
| 25 | +1. Grant of License |
| 26 | + |
| 27 | +Subject to the terms in this Agreement Nordic grants Licensee a |
| 28 | +limited, non-exclusive, non-transferable, non-sub licensable, |
| 29 | +revocable license ("License"): (a) to use the SoftDevice solely in |
| 30 | +connection with a Nordic integrated circuit, and (b) to distribute the |
| 31 | +SoftDevice solely as integrated in Licensee Product. Licensee shall |
| 32 | +not use the SoftDevice for any purpose other than specifically |
| 33 | +authorized herein. It is a material breach of this agreement to use or |
| 34 | +modify the SoftDevice for use on any wireless connectivity integrated |
| 35 | +circuit other than a Nordic integrated circuit. |
| 36 | + |
| 37 | + |
| 38 | +2. Title |
| 39 | + |
| 40 | +Nordic retains full rights, title, and ownership to the SoftDevice and |
| 41 | +any and all patents, copyrights, trade secrets, trade names, |
| 42 | +trademarks, and other intellectual property rights in and to the |
| 43 | +SoftDevice. |
| 44 | + |
| 45 | + |
| 46 | +3. No Modifications or Reverse Engineering |
| 47 | + |
| 48 | +Licensee shall not, modify, reverse engineer, disassemble, decompile |
| 49 | +or otherwise attempt to discover the source code of any non-source |
| 50 | +code parts of the SoftDevice including, but not limited to |
| 51 | +pre-compiled hex files, binaries and object code. |
| 52 | + |
| 53 | + |
| 54 | +4. Distribution Restrictions |
| 55 | + |
| 56 | +Except as set forward in Section 1 above, the Licensee may not |
| 57 | +disclose or distribute any or all parts of the SoftDevice to any third |
| 58 | +party. Licensee agrees to provide reasonable security precautions to |
| 59 | +prevent unauthorized access to or use of the SoftDevice as proscribed |
| 60 | +herein. Licensee also agrees that use of and access to the SoftDevice |
| 61 | +will be strictly limited to the employees and subcontractors of the |
| 62 | +Licensee necessary for the performance of development, verification |
| 63 | +and production tasks under this Agreement. The Licensee is responsible |
| 64 | +for making such employees and subcontractors comply with the |
| 65 | +obligations concerning use and non-disclosure of the SoftDevice. |
| 66 | + |
| 67 | + |
| 68 | +6. No Other Rights |
| 69 | + |
| 70 | +Licensee shall use the SoftDevice only in compliance with this |
| 71 | +Agreement and shall refrain from using the SoftDevice in any way that |
| 72 | +may be contrary to this Agreement. |
| 73 | + |
| 74 | + |
| 75 | +7. Fees |
| 76 | + |
| 77 | +Nordic grants the License to the Licensee free of charge provided that |
| 78 | +the Licensee undertakes the obligations in the Agreement and warrants |
| 79 | +to comply with the Agreement. |
| 80 | + |
| 81 | + |
| 82 | +8. DISCLAIMER OF WARRANTY |
| 83 | + |
| 84 | +THE SOFTDEVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND |
| 85 | +EXPRESS OR IMPLIED AND NEITHER NORDIC, ITS LICENSORS OR AFFILIATES NOR |
| 86 | +THE COPYRIGHT HOLDERS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS |
| 87 | +OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF |
| 88 | +MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE |
| 89 | +SOFTDEVICE WILL NOT INFRINGE ANY THIRD PARTY PATENTS, COPYRIGHTS, |
| 90 | +TRADEMARKS OR OTHER RIGHTS. THERE IS NO WARRANTY BY NORDIC OR BY ANY |
| 91 | +OTHER PARTY THAT THE FUNCTIONS CONTAINED IN THE SOFTDEVICE WILL MEET |
| 92 | +THE REQUIREMENTS OF LICENSEE OR THAT THE OPERATION OF THE SOFTDEVICE |
| 93 | +WILL BE UNINTERRUPTED OR ERROR-FREE. LICENSEE ASSUMES ALL |
| 94 | +RESPONSIBILITY AND RISK FOR THE SELECTION OF THE SOFTDEVICE TO ACHIEVE |
| 95 | +LICENSEE’S INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS |
| 96 | +OBTAINED FROM IT. |
| 97 | + |
| 98 | + |
| 99 | +9. No Support |
| 100 | + |
| 101 | +Nordic is not obligated to furnish or make available to Licensee any |
| 102 | +further information, software, technical information, know-how, |
| 103 | +show-how, bug-fixes or support. Nordic reserves the right to make |
| 104 | +changes to the SoftDevice without further notice. |
| 105 | + |
| 106 | + |
| 107 | +10. Limitation of Liability |
| 108 | + |
| 109 | +In no event shall Nordic, its employees or suppliers, licensors or |
| 110 | +affiliates be liable for any lost profits, revenue, sales, data or |
| 111 | +costs of procurement of substitute goods or services, property damage, |
| 112 | +personal injury, interruption of business, loss of business |
| 113 | +information or for any special, direct, indirect, incidental, |
| 114 | +economic, punitive, special or consequential damages, however caused |
| 115 | +and whether arising under contract, tort, negligence, or other theory |
| 116 | +of liability arising out of the use of or inability to use the |
| 117 | +SoftDevice, even if Nordic or its employees or suppliers, licensors or |
| 118 | +affiliates are advised of the possibility of such damages. Because |
| 119 | +some countries/states/jurisdictions do not allow the exclusion or |
| 120 | +limitation of liability, but may allow liability to be limited, in |
| 121 | +such cases, Nordic, its employees or licensors or affiliates’ |
| 122 | +liability shall be limited to USD 50. |
| 123 | + |
| 124 | + |
| 125 | +11. Breach of Contract |
| 126 | + |
| 127 | +Upon a breach of contract by the Licensee, Nordic and its licensor are |
| 128 | +entitled to damages in respect of any direct loss which can be |
| 129 | +reasonably attributed to the breach by the Licensee. If the Licensee |
| 130 | +has acted with gross negligence or willful misconduct, the Licensee |
| 131 | +shall cover both direct and indirect costs for Nordic and its |
| 132 | +licensors. |
| 133 | + |
| 134 | + |
| 135 | +12. Indemnity |
| 136 | + |
| 137 | +Licensee undertakes to indemnify, hold harmless and defend Nordic and |
| 138 | +its directors, officers, affiliates, shareholders, licensors, |
| 139 | +employees and agents from and against any claims or lawsuits, |
| 140 | +including attorney's fees, that arise or result of the Licensee’s |
| 141 | +execution of the License and which is not due to causes for which |
| 142 | +Nordic is responsible. |
| 143 | + |
| 144 | + |
| 145 | +13. Governing Law |
| 146 | + |
| 147 | +This Agreement shall be construed according to the laws of Norway, and |
| 148 | +hereby submits to the exclusive jurisdiction of the Oslo tingrett. |
| 149 | + |
| 150 | + |
| 151 | +14. Assignment |
| 152 | + |
| 153 | +Licensee shall not assign this Agreement or any rights or obligations |
| 154 | +hereunder without the prior written consent of Nordic. |
| 155 | + |
| 156 | + |
| 157 | +15. Termination |
| 158 | + |
| 159 | +Without prejudice to any other rights, Nordic may cancel this |
| 160 | +Agreement if Licensee does not abide by the terms and conditions of |
| 161 | +this Agreement. Upon termination Licensee must promptly cease the use |
| 162 | +of the License and destroy all copies of the Licensed Technology and |
| 163 | +any other material provided by Nordic or its affiliate, or produced by |
| 164 | +the Licensee in connection with the Agreement or the Licensed |
| 165 | +Technology. |
| 166 | + |
| 167 | + |
| 168 | +16. Third party beneficiaries |
| 169 | + |
| 170 | +Nordic’s licensors are intended third party beneficiaries under this |
| 171 | +Agreement. |
| 172 | + |
| 173 | + |
| 174 | + |
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