| S110/S120/S130/S132/S140 license agreement | |
| NORDIC SEMICONDUCTOR ASA SOFTDEVICE LICENSE AGREEMENT | |
| License Agreement for the Nordic Semiconductor ASA ("Nordic") S110, S120, S130, S132, and S140 Bluetooth SoftDevice software packages | |
| ("SoftDevice"). | |
| You ("You" "Licensee") must carefully and thoroughly read this License Agreement ("Agreement"), and accept to adhere to this Agreement before | |
| downloading, installing and/or using any software or content in the SoftDevice provided herewith. | |
| YOU ACCEPT THIS LICENSE AGREEMENT BY (A) CLICKING ACCEPT OR AGREE TO THIS LICENSE AGREEMENT, WHERE THIS | |
| OPTION IS MADE AVAILABLE TO YOU; OR (B) BY ACTUALLY USING THE SOFTDEVICE, IN THIS CASE YOU AGREE THAT THE USE OF | |
| THE SOFTDEVICE CONSTITUTES ACCEPTANCE OF THE LICENSING AGREEMENT FROM THAT POINT ONWARDS. | |
| IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, THEN DO NOT DOWNLOAD, INSTALL/COMPLETE | |
| INSTALLATION OF, OR IN ANY OTHER WAY MAKE USE OF THE SOFTDEVICE. | |
| 1. Grant of License | |
| Subject to the terms in this Agreement Nordic grants Licensee a limited, non-exclusive, non-transferable, non-sub licensable, revocable license | |
| ("License"): (a) to use the SoftDevice solely in connection with a Nordic integrated circuit, and (b) to distribute the SoftDevice solely as integrated | |
| in Licensee Product. Licensee shall not use the SoftDevice for any purpose other than specifically authorized herein. It is a material breach of this | |
| agreement to use or modify the SoftDevice for use on any wireless connectivity integrated circuit other than a Nordic integrated circuit. | |
| 2. Title | |
| Nordic retains full rights, title, and ownership to the SoftDevice and any and all patents, copyrights, trade secrets, trade names, trademarks, and | |
| other intellectual property rights in and to the SoftDevice. | |
| 3. No Modifications or Reverse Engineering | |
| Licensee shall not, modify, reverse engineer, disassemble, decompile or otherwise attempt to discover the source code of any non-source code | |
| parts of the SoftDevice including, but not limited to pre-compiled hex files, binaries and object code. | |
| 4. Distribution Restrictions | |
| 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. | |
| Licensee agrees to provide reasonable security precautions to prevent unauthorized access to or use of the SoftDevice as proscribed herein. | |
| Licensee also agrees that use of and access to the SoftDevice will be strictly limited to the employees and subcontractors of the Licensee | |
| necessary for the performance of development, verification and production tasks under this Agreement. The Licensee is responsible for making | |
| such employees and subcontractors comply with the obligations concerning use and non-disclosure of the SoftDevice. | |
| 5. No Other Rights | |
| Licensee shall use the SoftDevice only in compliance with this Agreement and shall refrain from using the SoftDevice in any way that may be | |
| contrary to this Agreement. | |
| 6. Fees | |
| Nordic grants the License to the Licensee free of charge provided that the Licensee undertakes the obligations in the Agreement and warrants to | |
| comply with the Agreement. | |
| 7. DISCLAIMER OF WARRANTY | |
| THE SOFTDEVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND EXPRESS OR IMPLIED AND NEITHER NORDIC, ITS | |
| LICENSORS OR AFFILIATES NOR THE COPYRIGHT HOLDERS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR | |
| IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR | |
| THAT THE SOFTDEVICE WILL NOT INFRINGE ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS. THERE | |
| IS NO WARRANTY BY NORDIC OR BY ANY OTHER PARTY THAT THE FUNCTIONS CONTAINED IN THE SOFTDEVICE WILL MEET THE | |
| REQUIREMENTS OF LICENSEE OR THAT THE OPERATION OF THE SOFTDEVICE WILL BE UNINTERRUPTED OR ERROR-FREE. | |
| LICENSEE ASSUMES ALL RESPONSIBILITY AND RISK FOR THE SELECTION OF THE SOFTDEVICE TO ACHIEVE LICENSEES | |
| INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM IT. | |
| 8. No Support | |
| Nordic is not obligated to furnish or make available to Licensee any further information, software, technical information, know-how, show-how, | |
| bug-fixes or support. Nordic reserves the right to make changes to the SoftDevice without further notice. | |
| 9. Limitation of Liability | |
| In no event shall Nordic, its employees or suppliers, licensors or affiliates be liable for any lost profits, revenue, sales, data or costs of | |
| procurement of substitute goods or services, property damage, personal injury, interruption of business, loss of business information or for any | |
| special, direct, indirect, incidental, economic, punitive, special or consequential damages, however caused and whether arising under contract, | |
| 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, | |
| licensors or affiliates are advised of the possibility of such damages. Because some countries/states/jurisdictions do not allow the exclusion or | |
| 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 | |
| USD 50. | |
| 10. Breach of Contract | |
| 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 | |
| attributed to the breach by the Licensee. If the Licensee has acted with gross negligence or willful misconduct, the Licensee shall cover both | |
| direct and indirect costs for Nordic and its licensors. | |
| 11. Indemnity | |
| Licensee undertakes to indemnify, hold harmless and defend Nordic and its directors, officers, affiliates, shareholders, licensors, employees and | |
| agents from and against any claims or lawsuits, including attorney's fees, that arise or result of the Licensees execution of the License and which | |
| is not due to causes for which Nordic is responsible. | |
| 12. Governing Law | |
| This Agreement shall be construed according to the laws of Norway, and hereby submits to the exclusive jurisdiction of the Oslo tingrett. | |
| 13. Assignment | |
| Licensee shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of Nordic. | |
| 14. Termination | |
| Without prejudice to any other rights, Nordic may cancel this Agreement if Licensee does not abide by the terms and conditions of this | |
| Agreement. Upon termination Licensee must promptly cease the use of the License and destroy all copies of the Licensed Technology and any | |
| other material provided by Nordic or its affiliate, or produced by the Licensee in connection with the Agreement or the Licensed Technology. | |
| 15. Third party beneficiaries | |
| Nordics licensors are intended third party beneficiaries under this Agreement. | |