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| 1 | +S110/S120/S130 license agreement |
| 2 | + |
| 3 | +NORDIC SEMICONDUCTOR ASA SOFTDEVICE LICENSE AGREEMENT |
| 4 | + |
| 5 | +License Agreement for the Nordic Semiconductor ASA ("Nordic") S110, S120 and S130 Bluetooth SoftDevice software packages ("SoftDevice"). |
| 6 | +You ("You" "Licensee") must carefully and thoroughly read this License Agreement ("Agreement"), and accept to adhere to this Agreement before |
| 7 | +downloading, installing and/or using any software or content in the SoftDevice provided herewith. |
| 8 | + |
| 9 | +YOU ACCEPT THIS LICENSE AGREEMENT BY (A) CLICKING ACCEPT OR AGREE TO THIS LICENSE AGREEMENT, WHERE THIS |
| 10 | +OPTION IS MADE AVAILABLE TO YOU; OR (B) BY ACTUALLY USING THE SOFTDEVICE, IN THIS CASE YOU AGREE THAT THE USE OF |
| 11 | +THE SOFTDEVICE CONSTITUTES ACCEPTANCE OF THE LICENSING AGREEMENT FROM THAT POINT ONWARDS. |
| 12 | + |
| 13 | +IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, THEN DO NOT DOWNLOAD, INSTALL/COMPLETE |
| 14 | +INSTALLATION OF, OR IN ANY OTHER WAY MAKE USE OF THE SOFTDEVICE. |
| 15 | + |
| 16 | +1. Grant of License |
| 17 | +Subject to the terms in this Agreement Nordic grants Licensee a limited, non-exclusive, non-transferable, non-sub licensable, revocable license |
| 18 | +("License"): (a) to use the SoftDevice solely in connection with a Nordic integrated circuit, and (b) to distribute the SoftDevice solely as integrated |
| 19 | +in Licensee Product. Licensee shall not use the SoftDevice for any purpose other than specifically authorized herein. It is a material breach of this |
| 20 | +agreement to use or modify the SoftDevice for use on any wireless connectivity integrated circuit other than a Nordic integrated circuit. |
| 21 | + |
| 22 | +2. Title |
| 23 | +Nordic retains full rights, title, and ownership to the SoftDevice and any and all patents, copyrights, trade secrets, trade names, trademarks, and |
| 24 | +other intellectual property rights in and to the SoftDevice. |
| 25 | + |
| 26 | +3. No Modifications or Reverse Engineering |
| 27 | +Licensee shall not, modify, reverse engineer, disassemble, decompile or otherwise attempt to discover the source code of any non-source code |
| 28 | +parts of the SoftDevice including, but not limited to pre-compiled hex files, binaries and object code. |
| 29 | + |
| 30 | +4. Distribution Restrictions |
| 31 | +Except as set forward in Section 1 above, the Licensee may not disclose or distribute any or all parts of the SoftDevice to any third party. |
| 32 | +Licensee agrees to provide reasonable security precautions to prevent unauthorized access to or use of the SoftDevice as proscribed herein. |
| 33 | +Licensee also agrees that use of and access to the SoftDevice will be strictly limited to the employees and subcontractors of the Licensee |
| 34 | +necessary for the performance of development, verification and production tasks under this Agreement. The Licensee is responsible for making |
| 35 | +such employees and subcontractors comply with the obligations concerning use and non-disclosure of the SoftDevice. |
| 36 | + |
| 37 | +5. No Other Rights |
| 38 | +Licensee shall use the SoftDevice only in compliance with this Agreement and shall refrain from using the SoftDevice in any way that may be |
| 39 | +contrary to this Agreement. |
| 40 | + |
| 41 | +6. Fees |
| 42 | +Nordic grants the License to the Licensee free of charge provided that the Licensee undertakes the obligations in the Agreement and warrants to |
| 43 | +comply with the Agreement. |
| 44 | + |
| 45 | +7. DISCLAIMER OF WARRANTY |
| 46 | +THE SOFTDEVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND EXPRESS OR IMPLIED AND NEITHER NORDIC, ITS |
| 47 | +LICENSORS OR AFFILIATES NOR THE COPYRIGHT HOLDERS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR |
| 48 | +IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR |
| 49 | +THAT THE SOFTDEVICE WILL NOT INFRINGE ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS. THERE |
| 50 | +IS NO WARRANTY BY NORDIC OR BY ANY OTHER PARTY THAT THE FUNCTIONS CONTAINED IN THE SOFTDEVICE WILL MEET THE |
| 51 | +REQUIREMENTS OF LICENSEE OR THAT THE OPERATION OF THE SOFTDEVICE WILL BE UNINTERRUPTED OR ERROR-FREE. |
| 52 | +LICENSEE ASSUMES ALL RESPONSIBILITY AND RISK FOR THE SELECTION OF THE SOFTDEVICE TO ACHIEVE LICENSEE�S |
| 53 | +INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM IT. |
| 54 | + |
| 55 | +8. No Support |
| 56 | +Nordic is not obligated to furnish or make available to Licensee any further information, software, technical information, know-how, show-how, |
| 57 | +bug-fixes or support. Nordic reserves the right to make changes to the SoftDevice without further notice. |
| 58 | + |
| 59 | +9. Limitation of Liability |
| 60 | +In no event shall Nordic, its employees or suppliers, licensors or affiliates be liable for any lost profits, revenue, sales, data or costs of |
| 61 | +procurement of substitute goods or services, property damage, personal injury, interruption of business, loss of business information or for any |
| 62 | +special, direct, indirect, incidental, economic, punitive, special or consequential damages, however caused and whether arising under contract, |
| 63 | +tort, negligence, or other theory of liability arising out of the use of or inability to use the SoftDevice, even if Nordic or its employees or suppliers, |
| 64 | +licensors or affiliates are advised of the possibility of such damages. Because some countries/states/jurisdictions do not allow the exclusion or |
| 65 | +limitation of liability, but may allow liability to be limited, in such cases, Nordic, its employees or licensors or affiliates� liability shall be limited to |
| 66 | +USD 50. |
| 67 | + |
| 68 | +10. Breach of Contract |
| 69 | +Upon a breach of contract by the Licensee, Nordic and its licensor are entitled to damages in respect of any direct loss which can be reasonably |
| 70 | +attributed to the breach by the Licensee. If the Licensee has acted with gross negligence or willful misconduct, the Licensee shall cover both |
| 71 | +direct and indirect costs for Nordic and its licensors. |
| 72 | + |
| 73 | +11. Indemnity |
| 74 | +Licensee undertakes to indemnify, hold harmless and defend Nordic and its directors, officers, affiliates, shareholders, licensors, employees and |
| 75 | +agents from and against any claims or lawsuits, including attorney's fees, that arise or result of the Licensee�s execution of the License and which |
| 76 | +is not due to causes for which Nordic is responsible. |
| 77 | + |
| 78 | +12. Governing Law |
| 79 | +This Agreement shall be construed according to the laws of Norway, and hereby submits to the exclusive jurisdiction of the Oslo tingrett. |
| 80 | + |
| 81 | +13. Assignment |
| 82 | +Licensee shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of Nordic. |
| 83 | + |
| 84 | +14. Termination |
| 85 | +Without prejudice to any other rights, Nordic may cancel this Agreement if Licensee does not abide by the terms and conditions of this |
| 86 | +Agreement. Upon termination Licensee must promptly cease the use of the License and destroy all copies of the Licensed Technology and any |
| 87 | +other material provided by Nordic or its affiliate, or produced by the Licensee in connection with the Agreement or the Licensed Technology. |
| 88 | + |
| 89 | +15. Third party beneficiaries |
| 90 | +Nordic�s licensors are intended third party beneficiaries under this Agreement. |
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