Technology Terms of Use

Nielsen-Kellerman Co. and or its affiliates (together, "NK") has developed and/or owns certain confidential and proprietary information ("NK Information", as further defined below). In consideration of NK disclosing NK Information to you and allowing you to use NK Information as set forth herein, you agree to abide by the terms hereof. If you are an individual, these Terms of Use bind you individually. If you are using the NK Information on behalf of a company, these Terms of Use bind such company and you represent that you are authorized to agree to these Terms of Use on behalf of such company. The terms "you" and "your" mean, as applicable, you individually or such company.

Permitted Use. NK may from time-to-time disclose to you NK Information for the permitted use designated on the web-site application to which these Terms of Use apply (the "Permitted Use").

1. Royalty Free License. NK hereby grants you a limited, royalty-free, non-exclusive, non-transferable license to use the NK Information solely for the Permitted Use. You may not use the NK Information for any other purpose, including without limitation the exchange of data between your products and any products or instruments not manufactured by NK.
2. Warranty Disclaimer. NK DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THOSE REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. THERE ARE NO REPRESENTATIONS, PROMISES, WARRANTIES OR UNDERSTANDINGS RELIED UPON BY YOU THAT ARE NOT CONTAINED IN THIS AGREEMENT. YOU AGREE THAT USE OF THE NK INFORMATION IS AT YOUR OWN RISK. IN NO EVENT SHALL NK’s LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIVE HUNDRED DOLLARS.
3. Confidentiality.
   1. "NK Information" means any information disclosed by NK to you, either directly or indirectly, in writing, orally or by inspection of tangible objects (including, without limitation, software code, data libraries, engineering, documents, business, financial and marketing plans, names of certain interested third parties, third party confidential financial or business information, and other technical and business information). NK Information shall not, however, include any information which you can establish (i) was publicly known and made generally available in the public domain prior to the time of disclosure by NK; (ii) becomes publicly known and made generally available after disclosure by NK to you through no action or inaction of you; (iii) is already in your possession without restriction on use or disclosure at the time of disclosure by NK as shown by your files and records immediately prior to the time of disclosure; (iv) is obtained by you without restriction on use or disclosure from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by you without use of or reference to NK’s NK Information, as shown by your files and records immediately prior to the time of disclosure.
   2. Non-use and Non-disclosure. You agree (i) to hold the NK Information in strict confidence and to take reasonable precautions to protect such NK Information (which precautions shall be no less than those employed by you to preserve the secrecy of your own confidential materials) of similar nature, (ii) not to disclose any such NK Information or any information derived there from to any third party, except to those of your and its affiliates’ employees, officers and directors, financial advisors and legal representatives (together, "Representatives") who have a legitimate "need to know" and are bound in writing to the restrictions herein or confidentiality obligations of equal or greater strictness, (iii) not to make any use whatsoever at any time of any such NK Information, except as strictly required for the Permitted Use, and (iv) not to copy such NK Information, reverse engineer or disassemble any products, technology tangible or in-tangible objects that utilize such NK Information. You will be responsible for any breach of these terms by your Representatives.
   3. Court Ordered Disclosure. You may disclose such parts of NK Information as may be required by law or court order; provided, that you (i) provide NK prompt written notice of such requirement, (ii) use diligent efforts to limit disclosure and obtain confidential treatment or a protective order, and (iii) provide NK with such other cooperation that is reasonably requested.
   4. Return of Information. Immediately upon request by NK at any time, you will destroy or turn over to NK all manifestations of the NK Information, and all documents or media containing NK Information, and all copies or extracts thereof.
   5. Equitable Relief. You acknowledge that any disclosure or unauthorized use of NK Information will constitute a material breach hereof and cause substantial harm to NK for which damages would not be a fully adequate remedy. In the event of any such breach, in addition to other available remedies, NK shall have the right to obtain injunctive relief (without being required to post any bond or other security) and you shall not plead in defense thereto that there would be an adequate remedy at law.
4. Copyrights and Trademarks. NK owns or employs under license numerous trademarks and service marks including, but not limited to, "Nielsen-Kellerman," "NK", and "Applied Ballistics" and the NK and Applied Ballistics logos, as well as copyrighted designs and materials associated with the NK Products (together, the "NK Marks"). You acknowledge that NK’s trademarks and copyrights are valuable proprietary designations, well known, recognizable, and associated in the public's mind with NK and the NK Products. NK grants to you a limited, royalty-free, non-exclusive, non-transferable license to use NK’s Marks only to advertise, promote, sell and distribute the relevant communications features of your products to which the Permitted Use applies.
5. Feedback. You agree that any information or feedback you may provide to NK related to the Communications Technologies are non-confidential and you grant NK a non-exclusive, worldwide, fully paid up, perpetual and irrevocable license to use this information/feedback in NK’s business activities without restriction or consideration.
6. Relationship. You and NK are independent contractors, and neither may act as an agent, employee, representative or partner of the other.
7. Ownership. These Terms of Use do not grant you any rights in any intellectual property of NK other than the license rights explicitly provided herein.
8. Term and Termination. These Terms of Use shall continue in effect for five (5) years commencing on the date on which NK first discloses NK Information to you and shall automatically renew thereafter for successive one (1) year terms. NK may terminate your right to use the NK Information and/or these Terms of Use at any time without cause. Upon termination, You shall cease to use the NK Information and NK Marks and NK may, at its option, disable connectivity to your products in NK products. Your obligations under these Terms of Use shall survive termination.
9. General. In the event that any of the provisions hereof shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these terms shall otherwise remain in full force and effect. These Terms of Use shall be governed by the law of the Commonwealth of Pennsylvania without regard to the conflicts of law provisions thereof. You agree to the non-exclusive jurisdiction and venue of the state and federal courts having jurisdiction in the Eastern District of Pennsylvania. YOU HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN CONNECTION HEREWITH. If NK undertakes legal action to enforce its rights hereunder, it shall be entitled to recover its costs and fees (including reasonable attorneys’ fees and expert witness fees). No waiver or modification hereof will be binding on NK unless signed by a duly authorized representative of NK and no failure or delay in enforcing any right will be deemed a waiver. These Terms of Use constitute the entire agreement between NK and you with respect to the subject matter hereof. You may not assign any interest herein without NK’s prior written consent NK and any assignment in contravention hereof shall be void. This agreement shall bind and inure to the benefit of the respective successors and permitted assigns of you and NK.