-------------------------------------- Nordic Semiconductor Licensed Technology Agreement --------------------------------------
This license agreement (the "Agreement") is entered into by and between Nordic Semiconductor ASA, Otto Nielsen vei 12, 7004 Trondheim, co. reg. No. 966 011 726, ("Nordic Semiconductor") and "customer" the legal entity that you represents and which have agreed with Nordic Semiconductor to receive this Licensed Technology (as defined below) and to use it in accordance with this Agreement (the "Licensee") each referred to as "Party" and collectively as "Parties". Licensee agrees to be bound by this Agreement by using the Licensed Technology or opening the package in which the Licensed Technology is packed.
1. BACKGROUND AND PURPOSE
1.1 Nordic Semiconductor is a semiconductor company specializing in design solutions at the microchip level in the areas of wireless communication and multimedia.
1.2 The Agreement sets out the terms and conditions under which Licensee licenses Nordic Semiconductor software, firmware, hardware, PCB design files and adherent documentation.
2. SCOPE OF LICENSE
2.1 Nordic Semiconductor grants to Licensee a non-exclusive, non-transferable, perpetual, revocable license (the "License") to use any software, firmware, hardware, PCB design files and adherent documentation as described in the documentation included in the package in which also this Agreement is included (the "Licensed Technology") solely for implementation of such in Licensee's own products (jointly the "Applications"), and for resale of such Applications.
2.2 Included Licensed Technology
2.2.1 The Licensed Technology includes Python Environment (rev 2.7.12 or later) from Python.org. Following libraries from Python.org are also used - pyside - pyqtgraph - numpy - pynrfjprog - future These components are covered by the Python license terms and the Nordic Semiconductor Licensed Technology Agreement does not apply to them. The full license text for Python can be found at https://opensource.org/licenses/Python-2.0
2.3 Licensee shall use the Licensed Technology only in compliance with this Agreement and shall refrain from using the Licensed Technology in any way that is contrary to this Agreement.
2.4 The License allows Licensee to (i) install the Licensed Technology on Licensee's computer(s), and (ii) make copies of the Licensed Technology for back-up and archival purposes.
2.5 Any modifications shall be made at Licensee's own account and risk.
2.6 Any marketing, sub-license, sale, reproduction, deployment or other outside use of the Licensed Technology or any part thereof by Licensee is prohibited, except if approved in writing by Nordic Semiconductor.
2.7 Each copy of the Licensed Technology shall at all times bear the Nordic Semiconductor proprietary and confidentiality notices, trademarks and other signs included in the original version. Licensee may not remove, obscure or alter any copyright, trademark, or other proprietary or confidentiality notices on or in the Licensed Technology.
3.1 Nordic Semiconductor grants the License to the Licensee free of charge.
4. EXCLUSION OF WARRANTIES AND LIABILITY
4.1 THE LICENSED TECHNOLOGY IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND EXPRESS OR IMPLIED AND NEITHER NORDIC SEMICONDUCTOR, 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 LICENSED TECHNOLOGY WILL NOT INFRINGE ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS. THERE IS NO WARRANTY BY NORDIC SEMICONDUCTOR OR BY ANY OTHER PARTY THAT THE FUNCTIONS CONTAINED IN THE LICENSED TECHNOLOGY WILL MEET THE REQUIREMENTS OF LICENSEE OR THAT THE OPERATION OF THE LICENSED TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE. LICENSEE ASSUMES ALL RESPONSIBILITY AND RISK FOR THE SELECTION OF THE LICENSED TECHNOLOGY TO ACHIEVE LICENSEE’S INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM IT. 4.2 IN NO EVENT SHALL NORDIC SEMICONDUCTOR, ITS EMPLOYEES OR SUPPLIERS 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 FEEDBACK, EVEN IF NORDIC SEMICONDUCTOR OR ITS EMPLOYEES OR SUPPLIERS 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 SEMICONDUCTOR, ITS EMPLOYEES OR LICENSORS OR AFFILIATES' TOTAL LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO U.S.$50.
5.1 Licensee agrees to keep the Confidential Information (as defined below) strictly confidential and shall not disclose the Confidential Information to any other person except to a court of law when required by court order, save that Licensee may disclose the Confidential Information only to its employees who: (i) Under the terms of their employment by Licensee are subject to an obligation not to disclose confidential information of Licensee, and (ii) Need to know the Confidential Information for the performance of their duties for Licensee.
5.2 Licensee shall protect the Confidential Information with the same degree of care as it normally uses in the protection of its own confidential and proprietary information, but in no case with any less degree than reasonable care. Licensee shall, at Nordic Semiconductor's request, provide written assurances concerning the steps taken by Licensee to preserve the confidentiality of the Confidential Information. Licensee shall comply with all reasonable instructions from Nordic Semiconductor with regard to security and safety of the Confidential Information.
5.3 "Confidential Information" shall mean any information delivered or communicated by Nordic Semiconductor to Licensee under this Agreement or any other information of a confidential nature relating to the Licensed Technology made available to Licensee by Nordic Semiconductor which is marked confidential, or disclosed orally and identified as confidential or is known to be confidential or which Licensee should understand is confidential by the nature of the information. Confidential Information shall not include information that: (i) Now, or later becomes, generally known to the public (other than through Licensee's fault) (ii) Is lawfully known by Licensee, or lawfully obtained by Licensee from any third party who has lawfully obtained such information
6.1 Licensee undertakes to indemnify, hold harmless and defend Nordic Semiconductor and its directors, officers, affiliates, shareholders, employees and agents from and against any claims or lawsuits, including attorney's fees, that arise or result from Licensee's execution of the License and which is not due to causes for which Nordic Semiconductor is responsible.
7. GOVERNING LAW ETC
7.1 This Agreement shall be construed according to the laws of Norway, and hereby submits to the exclusive jurisdiction of the Oslo tingrett.
8.1 Licensee shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of Nordic Semiconductor.
9.1 Without prejudice to any other rights, Nordic Semiconductor may cancel this Agreement if Licensee does not abide by the terms and conditions of this Agreement.
9.2 Upon termination Licensee must promptly cease the use of the License and destroy all copies of the Licensed Technology.