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NORDIC SEMICONDUCTOR ASA SOFTDEVICE LICENSE AGREEMENT
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License Agreement for the Nordic Semiconductor ASA ("Nordic")
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S110 Bluetooth SoftDevice software package ("SoftDevice").
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You ("You" "Licensee") must carefully and thoroughly read this License
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Agreement ("Agreement"), and accept to adhere to this Agreement before
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downloading, installing and/or using any software or content in the
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SoftDevice provided herewith.
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YOU ACCEPT THIS LICENSE AGREEMENT BY (A) CLICKING ACCEPT OR AGREE TO
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THIS LICENSE AGREEMENT, WHERE THIS OPTION IS MADE AVAILABLE TO YOU; OR
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(B) BY ACTUALLY USING THE SOFTDEVICE, IN THIS CASE YOU AGREE THAT THE
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USE OF THE SOFTDEVICE CONSTITUTES ACCEPTANCE OF THE LICENSING
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AGREEMENT FROM THAT POINT ONWARDS.
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IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, THEN
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DO NOT DOWNLOAD, INSTALL/COMPLETE INSTALLATION OF, OR IN ANY OTHER WAY
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MAKE USE OF THE SOFTDEVICE.
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1. Grant of License
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Subject to the terms in this Agreement Nordic grants Licensee a
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limited, non-exclusive, non-transferable, non-sub licensable,
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revocable license ("License"): (a) to use the SoftDevice solely in
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connection with a Nordic integrated circuit, and (b) to distribute the
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SoftDevice solely as integrated in Licensee Product. Licensee shall
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not use the SoftDevice for any purpose other than specifically
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authorized herein. It is a material breach of this agreement to use or
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modify the SoftDevice for use on any wireless connectivity integrated
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circuit other than a Nordic integrated circuit.
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2. Title
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Nordic retains full rights, title, and ownership to the SoftDevice and
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any and all patents, copyrights, trade secrets, trade names,
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trademarks, and other intellectual property rights in and to the
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SoftDevice.
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3. No Modifications or Reverse Engineering
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Licensee shall not, modify, reverse engineer, disassemble, decompile
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or otherwise attempt to discover the source code of any non-source
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code parts of the SoftDevice including, but not limited to
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pre-compiled hex files, binaries and object code.
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4. Distribution Restrictions
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Except as set forward in Section 1 above, the Licensee may not
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disclose or distribute any or all parts of the SoftDevice to any third
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party. Licensee agrees to provide reasonable security precautions to
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prevent unauthorized access to or use of the SoftDevice as proscribed
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herein. Licensee also agrees that use of and access to the SoftDevice
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will be strictly limited to the employees and subcontractors of the
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Licensee necessary for the performance of development, verification
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and production tasks under this Agreement. The Licensee is responsible
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for making such employees and subcontractors comply with the
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obligations concerning use and non-disclosure of the SoftDevice.
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6. No Other Rights
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Licensee shall use the SoftDevice only in compliance with this
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Agreement and shall refrain from using the SoftDevice in any way that
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may be contrary to this Agreement.
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7. Fees
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Nordic grants the License to the Licensee free of charge provided that
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the Licensee undertakes the obligations in the Agreement and warrants
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to comply with the Agreement.
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8. DISCLAIMER OF WARRANTY
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THE SOFTDEVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND
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EXPRESS OR IMPLIED AND NEITHER NORDIC, ITS LICENSORS OR AFFILIATES NOR
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THE COPYRIGHT HOLDERS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS
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OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF
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MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE
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SOFTDEVICE WILL NOT INFRINGE ANY THIRD PARTY PATENTS, COPYRIGHTS,
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TRADEMARKS OR OTHER RIGHTS. THERE IS NO WARRANTY BY NORDIC OR BY ANY
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OTHER PARTY THAT THE FUNCTIONS CONTAINED IN THE SOFTDEVICE WILL MEET
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THE REQUIREMENTS OF LICENSEE OR THAT THE OPERATION OF THE SOFTDEVICE
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WILL BE UNINTERRUPTED OR ERROR-FREE. LICENSEE ASSUMES ALL
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RESPONSIBILITY AND RISK FOR THE SELECTION OF THE SOFTDEVICE TO ACHIEVE
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LICENSEE’S INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS
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OBTAINED FROM IT.
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9. No Support
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Nordic is not obligated to furnish or make available to Licensee any
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further information, software, technical information, know-how,
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show-how, bug-fixes or support. Nordic reserves the right to make
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changes to the SoftDevice without further notice.
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10. Limitation of Liability
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In no event shall Nordic, its employees or suppliers, licensors or
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affiliates be liable for any lost profits, revenue, sales, data or
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costs of procurement of substitute goods or services, property damage,
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personal injury, interruption of business, loss of business
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information or for any special, direct, indirect, incidental,
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economic, punitive, special or consequential damages, however caused
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and whether arising under contract, tort, negligence, or other theory
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of liability arising out of the use of or inability to use the
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SoftDevice, even if Nordic or its employees or suppliers, licensors or
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affiliates are advised of the possibility of such damages. Because
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some countries/states/jurisdictions do not allow the exclusion or
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limitation of liability, but may allow liability to be limited, in
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such cases, Nordic, its employees or licensors or affiliates’
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liability shall be limited to USD 50.
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11. Breach of Contract
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Upon a breach of contract by the Licensee, Nordic and its licensor are
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entitled to damages in respect of any direct loss which can be
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reasonably attributed to the breach by the Licensee. If the Licensee
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has acted with gross negligence or willful misconduct, the Licensee
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shall cover both direct and indirect costs for Nordic and its
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licensors.
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12. Indemnity
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Licensee undertakes to indemnify, hold harmless and defend Nordic and
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its directors, officers, affiliates, shareholders, licensors,
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employees and agents from and against any claims or lawsuits,
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including attorney's fees, that arise or result of the Licensee’s
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execution of the License and which is not due to causes for which
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Nordic is responsible.
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13. Governing Law
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This Agreement shall be construed according to the laws of Norway, and
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hereby submits to the exclusive jurisdiction of the Oslo tingrett.
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14. Assignment
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Licensee shall not assign this Agreement or any rights or obligations
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hereunder without the prior written consent of Nordic.
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15. Termination
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Without prejudice to any other rights, Nordic may cancel this
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Agreement if Licensee does not abide by the terms and conditions of
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this Agreement. Upon termination Licensee must promptly cease the use
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of the License and destroy all copies of the Licensed Technology and
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any other material provided by Nordic or its affiliate, or produced by
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the Licensee in connection with the Agreement or the Licensed
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Technology.
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16. Third party beneficiaries
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Nordic’s licensors are intended third party beneficiaries under this
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Agreement.
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