64a3a29 by Jason McDonald at 2009-09-09 1
TECHNOLOGY PREVIEW LICENSE AGREEMENT
2
e5fcad3 by Lars Knoll at 2009-03-23 3
For individuals and/or legal entities resident in the Americas (North
4
America, Central America and South America), the applicable licensing
a475d02 by Jason McDonald at 2009-08-31 5
terms are specified under the heading "Technology Preview License 
e5fcad3 by Lars Knoll at 2009-03-23 6
Agreement: The Americas".
7
a475d02 by Jason McDonald at 2009-08-31 8
For individuals and/or legal entities not resident in The Americas, the
9
applicable licensing terms are specified under the heading "Technology 
10
Preview License Agreement: Rest of the World". 
11
e5fcad3 by Lars Knoll at 2009-03-23 12
13
TECHNOLOGY PREVIEW LICENSE AGREEMENT: The Americas
a475d02 by Jason McDonald at 2009-08-31 14
Agreement version 2.4
e5fcad3 by Lars Knoll at 2009-03-23 15
16
This Technology Preview License Agreement ("Agreement") is a legal
17
agreement between Nokia Inc. ("Nokia"), with its registered office at
a475d02 by Jason McDonald at 2009-08-31 18
102 Corporate Park Drive, White Plains, N.Y., U.S.A. 10604 and you (either an
19
individual or a legal entity) ("Licensee") for the Licensed Software (as
20
defined below). 
e5fcad3 by Lars Knoll at 2009-03-23 21
22
1. DEFINITIONS
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24
"Affiliate" of a Party shall mean an entity (i) which is directly or
25
indirectly controlling such Party; (ii) which is under the same direct
26
or indirect ownership or control as such Party; or (iii) which is
27
directly or indirectly owned or controlled by such Party. For these
28
purposes, an entity shall be treated as being controlled by another if
a475d02 by Jason McDonald at 2009-08-31 29
that other entity has fifty percent (50 %) or more of the votes in such
30
entity, is able to direct its affairs and/or to control the composition
31
of its board of directors or equivalent body. 
32
33
"Applications" shall mean Licensee's software products created using the
34
Licensed Software which may include portions of the Licensed Software.
e5fcad3 by Lars Knoll at 2009-03-23 35
36
"Term" shall mean the period of time six (6) months from the later of
37
(a) the Effective Date; or (b) the date the Licensed Software was
a475d02 by Jason McDonald at 2009-08-31 38
initially delivered to Licensee by Nokia. If no specific Effective Date
39
is set forth in the Agreement, the Effective Date shall be deemed to be
40
the date the Licensed Software was initially delivered to Licensee. 
e5fcad3 by Lars Knoll at 2009-03-23 41
42
"Licensed Software" shall mean the computer software, "online" or
43
electronic documentation, associated media and printed materials,
44
including the source code, example programs and the documentation
a475d02 by Jason McDonald at 2009-08-31 45
delivered by Nokia to Licensee in conjunction with this Agreement. 
e5fcad3 by Lars Knoll at 2009-03-23 46
47
"Party" or "Parties" shall mean Licensee and/or Nokia.
48
49
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2. OWNERSHIP
51
52
The Licensed Software is protected by copyright laws and international
53
copyright treaties, as well as other intellectual property laws and
a475d02 by Jason McDonald at 2009-08-31 54
treaties. The Licensed Software is licensed, not sold. 
e5fcad3 by Lars Knoll at 2009-03-23 55
56
If Licensee provides any findings, proposals, suggestions or other
57
feedback ("Feedback") to Nokia regarding the Licensed Software, Nokia
58
shall own all right, title and interest including the intellectual
a475d02 by Jason McDonald at 2009-08-31 59
property rights in and to such Feedback, excluding however any existing
60
patent rights of Licensee. To the extent Licensee owns or controls any
61
patents for such Feedback Licensee hereby grants to Nokia and its
62
Affiliates, a worldwide, perpetual, non-transferable, sublicensable,
63
royalty-free license to (i) use, copy and modify Feedback and to create
64
derivative works thereof, (ii) to make (and have made), use, import,
65
sell, offer for sale, lease, dispose, offer for disposal or otherwise
66
exploit any products or services of Nokia containing Feedback,, and
67
(iii) sublicense all the foregoing rights to third party licensees and
68
customers of Nokia and/or its Affiliates. 
e5fcad3 by Lars Knoll at 2009-03-23 69
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3. VALIDITY OF THE AGREEMENT
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73
By installing, copying, or otherwise using the Licensed Software,
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Licensee agrees to be bound by the terms of this Agreement. If Licensee
75
does not agree to the terms of this Agreement, Licensee may not install,
76
copy, or otherwise use the Licensed Software. Upon Licensee's acceptance
77
of the terms and conditions of this Agreement, Nokia grants Licensee the
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right to use the Licensed Software in the manner provided below. 
e5fcad3 by Lars Knoll at 2009-03-23 79
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4. LICENSES
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a475d02 by Jason McDonald at 2009-08-31 83
4.1. Using and Copying
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Nokia grants to Licensee a non-exclusive, non-transferable, time-limited
86
license to use and copy the Licensed Software for sole purpose of
87
designing, developing and testing Applications, and evaluating and the 
88
Licensed Software during the Term. 
e5fcad3 by Lars Knoll at 2009-03-23 89
90
Licensee may install copies of the Licensed Software on an unlimited
91
number of computers provided that (a) if an individual, only such
92
individual; or (b) if a legal entity only its employees; use the
a475d02 by Jason McDonald at 2009-08-31 93
Licensed Software for the authorized purposes. 
e5fcad3 by Lars Knoll at 2009-03-23 94
a475d02 by Jason McDonald at 2009-08-31 95
4.2	No Distribution or Modifications
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97
Licensee may not disclose, modify, sell, market, commercialise,
98
distribute, loan, rent, lease, or license the Licensed Software or any
99
copy of it or use the Licensed Software for any purpose that is not
100
expressly granted in this Section 4. Licensee may not alter or remove
101
any details of ownership, copyright, trademark or other property right
102
connected with the Licensed Software. Licensee may not distribute any
a475d02 by Jason McDonald at 2009-08-31 103
software statically or dynamically linked with the Licensed Software. 
e5fcad3 by Lars Knoll at 2009-03-23 104
105
4.3 No Technical Support
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107
Nokia has no obligation to furnish Licensee with any technical support
108
whatsoever. Any such support is subject to separate agreement between
a475d02 by Jason McDonald at 2009-08-31 109
the Parties. 
e5fcad3 by Lars Knoll at 2009-03-23 110
111
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5. PRE-RELEASE CODE
a475d02 by Jason McDonald at 2009-08-31 113
The Licensed Software contains pre-release code that is not at the level
114
of performance and compatibility of a final, generally available,
115
product offering. The Licensed Software may not operate correctly and
116
may be substantially modified prior to the first commercial product
117
release, if any. Nokia is not obligated to make this or any later
118
version of the Licensed Software commercially available. The License
119
Software is "Not for Commercial Use" and may only be used for the
120
purposes described in Section 4. The Licensed Software may not be used
121
in a live operating environment where it may be relied upon to perform
122
in the same manner as a commercially released product or with data that
123
has not been sufficiently backed up. 
e5fcad3 by Lars Knoll at 2009-03-23 124
125
6. THIRD PARTY SOFTWARE
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The Licensed Software may provide links to third party libraries or code
128
(collectively "Third Party Software") to implement various functions.
129
Third Party Software does not comprise part of the Licensed Software. In
130
some cases, access to Third Party Software may be included along with
131
the Licensed Software delivery as a convenience for development and
132
testing only. Such source code and libraries may be listed in the
133
".../src/3rdparty" source tree delivered with the Licensed Software or
134
documented in the Licensed Software where the Third Party Software is
135
used, as may be amended from time to time, do not comprise the Licensed
136
Software. Licensee acknowledges (1) that some part of Third Party
137
Software may require additional licensing of copyright and patents from
138
the owners of such, and (2) that distribution of any of the Licensed
139
Software referencing any portion of a Third Party Software may require
140
appropriate licensing from such third parties. 
e5fcad3 by Lars Knoll at 2009-03-23 141
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7. LIMITED WARRANTY AND WARRANTY DISCLAIMER
144
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The Licensed Software is licensed to Licensee "as is". To the maximum
146
extent permitted by applicable law, Nokia on behalf of itself and its
147
suppliers, disclaims all warranties and conditions, either express or
148
implied, including, but not limited to, implied warranties of
149
merchantability, fitness for a particular purpose, title and
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non-infringement with regard to the Licensed Software. 
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8. LIMITATION OF LIABILITY 
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If, Nokia's warranty disclaimer notwithstanding, Nokia is held liable to
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Licensee, whether in contract, tort or any other legal theory, based on
157
the Licensed Software, Nokia's entire liability to Licensee and
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Licensee's exclusive remedy shall be, at Nokia's option, either (A)
159
return of the price Licensee paid for the Licensed Software, or (B)
160
repair or replacement of the Licensed Software, provided Licensee
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returns to Nokia all copies of the Licensed Software as originally
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delivered to Licensee. Nokia shall not under any circumstances be liable
163
to Licensee based on failure of the Licensed Software if the failure
164
resulted from accident, abuse or misapplication, nor shall Nokia under
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any circumstances be liable for special damages, punitive or exemplary
166
damages, damages for loss of profits or interruption of business or for
167
loss or corruption of data. Any award of damages from Nokia to Licensee
168
shall not exceed the total amount Licensee has paid to Nokia in
169
connection with this Agreement. 
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9.	CONFIDENTIALITY
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Each party acknowledges that during the Term of this Agreement it shall
175
have access to information about the other party's business, business
176
methods, business plans, customers, business relations, technology, and
177
other information, including the terms of this Agreement, that is
178
confidential and of great value to the other party, and the value of
179
which would be significantly reduced if disclosed to third parties (the
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"Confidential Information"). Accordingly, when a party (the "Receiving
181
Party") receives Confidential Information from another party (the
182
"Disclosing Party"), the Receiving Party shall, and shall obligate its
183
employees and agents and employees and agents of its Affiliates to: (i)
184
maintain the Confidential Information in strict confidence; (ii) not
185
disclose the Confidential Information to a third party without the
186
Disclosing Party's prior written approval; and (iii) not, directly or
187
indirectly, use the Confidential Information for any purpose other than
188
for exercising its rights and fulfilling its responsibilities pursuant
189
to this Agreement. Each party shall take reasonable measures to protect
190
the Confidential Information of the other party, which measures shall
191
not be less than the measures taken by such party to protect its own
192
confidential and proprietary information. 
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194
"Confidential Information" shall not include information that (a) is or
195
becomes generally known to the public through no act or omission of the
196
Receiving Party; (b) was in the Receiving Party's lawful possession
197
prior to the disclosure hereunder and was not subject to limitations on
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disclosure or use; (c) is developed by the Receiving Party without
199
access to the Confidential Information of the Disclosing Party or by
200
persons who have not had access to the Confidential Information of the
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Disclosing Party as proven by the written records of the Receiving
202
Party; (d) is lawfully disclosed to the Receiving Party without
203
restrictions, by a third party not under an obligation of
204
confidentiality; or (e) the Receiving Party is legally compelled to
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disclose the information, in which case the Receiving Party shall assert
206
the privileged and confidential nature of the information and cooperate
207
fully with the Disclosing Party to protect against and prevent
208
disclosure of any Confidential Information and to limit the scope of
209
disclosure and the dissemination of disclosed Confidential Information
210
by all legally available means. 
211
212
The obligations of the Receiving Party under this Section shall continue
213
during the Initial Term and for a period of five (5) years after
214
expiration or termination of this Agreement. To the extent that the
215
terms of the Non-Disclosure Agreement between Nokia and Licensee
216
conflict with the terms of this Section 9, this Section 9 shall be
217
controlling over the terms of the Non-Disclosure Agreement. 
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10. GENERAL PROVISIONS
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10.1	No Assignment
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Licensee shall not be entitled to assign or transfer all or any of its
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rights, benefits and obligations under this Agreement without the prior
226
written consent of Nokia, which shall not be unreasonably withheld. 
e5fcad3 by Lars Knoll at 2009-03-23 227
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10.2 	Termination
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Nokia may terminate the Agreement at any time immediately upon written
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notice by Nokia to Licensee if Licensee breaches this Agreement. 
e5fcad3 by Lars Knoll at 2009-03-23 232
233
Upon termination of this Agreement, Licensee shall return to Nokia all
234
copies of Licensed Software that were supplied by Nokia. All other
235
copies of Licensed Software in the possession or control of Licensee
236
must be erased or destroyed. An officer of Licensee must promptly
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deliver to Nokia a written confirmation that this has occurred. 
e5fcad3 by Lars Knoll at 2009-03-23 238
a475d02 by Jason McDonald at 2009-08-31 239
10.3	Surviving Sections 
e5fcad3 by Lars Knoll at 2009-03-23 240
241
Any terms and conditions that by their nature or otherwise reasonably
242
should survive a cancellation or termination of this Agreement shall
243
also be deemed to survive. Such terms and conditions include, but are
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not limited to the following Sections: 2, 5, 6, 7, 8, 9, 10.2, 10.3, 10.4,
245
10.5, 10.6, 10.7, and 10.8 of this Agreement. 
e5fcad3 by Lars Knoll at 2009-03-23 246
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10.4	Entire Agreement 
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249
This Agreement constitutes the complete agreement between the parties
250
and supersedes all prior or contemporaneous discussions,
251
representations, and proposals, written or oral, with respect to the
252
subject matters discussed herein, with the exception of the
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non-disclosure agreement executed by the parties in connection with this
254
Agreement ("Non-Disclosure Agreement"), if any, shall be subject to
255
Section 9. No modification of this Agreement shall be effective unless
256
contained in a writing executed by an authorized representative of each
257
party. No term or condition contained in Licensee's purchase order shall
258
apply unless expressly accepted by Nokia in writing. If any provision of
259
the Agreement is found void or unenforceable, the remainder shall remain
260
valid and enforceable according to its terms. If any remedy provided is
261
determined to have failed for its essential purpose, all limitations of
262
liability and exclusions of damages set forth in this Agreement shall
263
remain in effect. 
264
265
10.5	Export Control
e5fcad3 by Lars Knoll at 2009-03-23 266
267
Licensee acknowledges that the Licensed Software may be subject to
268
export control restrictions of various countries. Licensee shall fully
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comply with all applicable export license restrictions and requirements
270
as well as with all laws and regulations relating to the importation of
271
the Licensed Software and shall procure all necessary governmental
272
authorizations, including without limitation, all necessary licenses,
273
approvals, permissions or consents, where necessary for the
274
re-exportation of the Licensed Software., 
275
276
10.6	Governing Law and Legal Venue
277
278
This Agreement shall be governed by and construed in accordance with the
279
federal laws of the United States of America and the internal laws of
280
the State of New York without given effect to any choice of law rule
281
that would result in the application of the laws of any other
e5fcad3 by Lars Knoll at 2009-03-23 282
jurisdiction. The United Nations Convention on Contracts for the
283
International Sale of Goods (CISG) shall not apply. Each Party (a)
a475d02 by Jason McDonald at 2009-08-31 284
hereby irrevocably submits itself to and consents to the jurisdiction of
285
the United States District Court for the Southern District of New York
286
(or if such court lacks jurisdiction, the state courts of the State of
287
New York) for the purposes of any action, claim, suit or proceeding
288
between the Parties in connection with any controversy, claim, or
289
dispute arising out of or relating to this Agreement; and (b) hereby
290
waives, and agrees not to assert by way of motion, as a defense or
291
otherwise, in any such action, claim, suit or proceeding, any claim that
292
is not personally subject to the jurisdiction of such court(s), that the
293
action, claim, suit or proceeding is brought in an inconvenient forum or
294
that the venue of the action, claim, suit or proceeding is improper.
295
Notwithstanding the foregoing, nothing in this Section 9.6 is intended
296
to, or shall be deemed to, constitute a submission or consent to, or
297
selection of, jurisdiction, forum or venue for any action for patent
298
infringement, whether or not such action relates to this Agreement. 
299
300
10.7	No Implied License
301
302
There are no implied licenses or other implied rights granted under this
303
Agreement, and all rights, save for those expressly granted hereunder,
304
shall remain with Nokia and its licensors. In addition, no licenses or
305
immunities are granted to the combination of the Licensed Software with
306
any other software or hardware not delivered by Nokia under this
307
Agreement. 
308
309
10.8	Government End Users 
310
 
e5fcad3 by Lars Knoll at 2009-03-23 311
A "U.S. Government End User" shall mean any agency or entity of the
312
government of the United States. The following shall apply if Licensee
313
is a U.S. Government End User. The Licensed Software is a "commercial
314
item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995),
315
consisting of "commercial computer software" and "commercial computer
316
software documentation," as such terms are used in 48 C.F.R. 12.212
a475d02 by Jason McDonald at 2009-08-31 317
(Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1
318
through 227.7202-4 (June 1995), all U.S. Government End Users acquire
319
the Licensed Software with only those rights set forth herein. The
320
Licensed Software (including related documentation) is provided to U.S.
321
Government End Users: (a) only as a commercial end item; and (b) only
322
pursuant to this Agreement. 
323
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328
TECHNOLOGY PREVIEW LICENSE AGREEMENT: Rest of the World
a475d02 by Jason McDonald at 2009-08-31 329
Agreement version 2.4
e5fcad3 by Lars Knoll at 2009-03-23 330
331
This Technology Preview License Agreement ("Agreement") is a legal
332
agreement between Nokia Corporation ("Nokia"), with its registered
333
office at Keilalahdentie 4, 02150 Espoo, Finland and you (either an
a475d02 by Jason McDonald at 2009-08-31 334
individual or a legal entity) ("Licensee") for the Licensed Software (as
335
defined below). 
e5fcad3 by Lars Knoll at 2009-03-23 336
337
1. DEFINITIONS
338
339
"Affiliate" of a Party shall mean an entity (i) which is directly or
340
indirectly controlling such Party; (ii) which is under the same direct
341
or indirect ownership or control as such Party; or (iii) which is
342
directly or indirectly owned or controlled by such Party. For these
343
purposes, an entity shall be treated as being controlled by another if
a475d02 by Jason McDonald at 2009-08-31 344
that other entity has fifty percent (50 %) or more of the votes in such
345
entity, is able to direct its affairs and/or to control the composition
346
of its board of directors or equivalent body. 
347
348
"Applications" shall mean Licensee's software products created using the
349
Licensed Software which may include portions of the Licensed Software.
e5fcad3 by Lars Knoll at 2009-03-23 350
351
"Term" shall mean the period of time six (6) months from the later of
352
(a) the Effective Date; or (b) the date the Licensed Software was
a475d02 by Jason McDonald at 2009-08-31 353
initially delivered to Licensee by Nokia. If no specific Effective Date
354
is set forth in the Agreement, the Effective Date shall be deemed to be
355
the date the Licensed Software was initially delivered to Licensee. 
e5fcad3 by Lars Knoll at 2009-03-23 356
357
"Licensed Software" shall mean the computer software, "online" or
358
electronic documentation, associated media and printed materials,
359
including the source code, example programs and the documentation
a475d02 by Jason McDonald at 2009-08-31 360
delivered by Nokia to Licensee in conjunction with this Agreement. 
e5fcad3 by Lars Knoll at 2009-03-23 361
a475d02 by Jason McDonald at 2009-08-31 362
"Party" or "Parties" shall mean Licensee and/or Nokia. 
e5fcad3 by Lars Knoll at 2009-03-23 363
364
365
2. OWNERSHIP
366
367
The Licensed Software is protected by copyright laws and international
368
copyright treaties, as well as other intellectual property laws and
a475d02 by Jason McDonald at 2009-08-31 369
treaties. The Licensed Software is licensed, not sold. 
e5fcad3 by Lars Knoll at 2009-03-23 370
371
If Licensee provides any findings, proposals, suggestions or other
372
feedback ("Feedback") to Nokia regarding the Licensed Software, Nokia
373
shall own all right, title and interest including the intellectual
a475d02 by Jason McDonald at 2009-08-31 374
property rights in and to such Feedback, excluding however any existing
375
patent rights of Licensee. To the extent Licensee owns or controls any
376
patents for such Feedback Licensee hereby grants to Nokia and its
377
Affiliates, a worldwide, perpetual, non-transferable, sublicensable,
378
royalty-free license to (i) use, copy and modify Feedback and to create
379
derivative works thereof, (ii) to make (and have made), use, import,
380
sell, offer for sale, lease, dispose, offer for disposal or otherwise
381
exploit any products or services of Nokia containing Feedback,, and
382
(iii) sublicense all the foregoing rights to third party licensees and
383
customers of Nokia and/or its Affiliates. 
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385
3. VALIDITY OF THE AGREEMENT
386
387
By installing, copying, or otherwise using the Licensed Software,
a475d02 by Jason McDonald at 2009-08-31 388
Licensee agrees to be bound by the terms of this Agreement. If Licensee
389
does not agree to the terms of this Agreement, Licensee may not install,
390
copy, or otherwise use the Licensed Software. Upon Licensee's acceptance
391
of the terms and conditions of this Agreement, Nokia grants Licensee the
392
right to use the Licensed Software in the manner provided below. 
e5fcad3 by Lars Knoll at 2009-03-23 393
394
395
4. LICENSES
396
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4.1. Using and Copying
e5fcad3 by Lars Knoll at 2009-03-23 398
a475d02 by Jason McDonald at 2009-08-31 399
Nokia grants to Licensee a non-exclusive, non-transferable, time-limited
400
license to use and copy the Licensed Software for sole purpose of
401
designing, developing and testing Applications, and evaluating and the 
402
Licensed Software during the Term. 
e5fcad3 by Lars Knoll at 2009-03-23 403
404
Licensee may install copies of the Licensed Software on an unlimited
405
number of computers provided that (a) if an individual, only such
406
individual; or (b) if a legal entity only its employees; use the
a475d02 by Jason McDonald at 2009-08-31 407
Licensed Software for the authorized purposes. 
e5fcad3 by Lars Knoll at 2009-03-23 408
a475d02 by Jason McDonald at 2009-08-31 409
4.2	No Distribution or Modifications
e5fcad3 by Lars Knoll at 2009-03-23 410
411
Licensee may not disclose, modify, sell, market, commercialise,
412
distribute, loan, rent, lease, or license the Licensed Software or any
413
copy of it or use the Licensed Software for any purpose that is not
414
expressly granted in this Section 4. Licensee may not alter or remove
415
any details of ownership, copyright, trademark or other property right
416
connected with the Licensed Software. Licensee may not distribute any
a475d02 by Jason McDonald at 2009-08-31 417
software statically or dynamically linked with the Licensed Software. 
e5fcad3 by Lars Knoll at 2009-03-23 418
419
4.3 No Technical Support
420
421
Nokia has no obligation to furnish Licensee with any technical support
422
whatsoever. Any such support is subject to separate agreement between
a475d02 by Jason McDonald at 2009-08-31 423
the Parties. 
e5fcad3 by Lars Knoll at 2009-03-23 424
425
426
5. PRE-RELEASE CODE
427
a475d02 by Jason McDonald at 2009-08-31 428
The Licensed Software contains pre-release code that is not at the level
429
of performance and compatibility of a final, generally available,
430
product offering. The Licensed Software may not operate correctly and
431
may be substantially modified prior to the first commercial product
432
release, if any. Nokia is not obligated to make this or any later
433
version of the Licensed Software commercially available. The License
434
Software is "Not for Commercial Use" and may only be used for the
435
purposes described in Section 4. The Licensed Software may not be used
436
in a live operating environment where it may be relied upon to perform
437
in the same manner as a commercially released product or with data that
438
has not been sufficiently backed up. 
e5fcad3 by Lars Knoll at 2009-03-23 439
440
6. THIRD PARTY SOFTWARE
441
a475d02 by Jason McDonald at 2009-08-31 442
The Licensed Software may provide links to third party libraries or code
443
(collectively "Third Party Software") to implement various functions.
444
Third Party Software does not comprise part of the Licensed Software. In
445
some cases, access to Third Party Software may be included along with
446
the Licensed Software delivery as a convenience for development and
447
testing only. Such source code and libraries may be listed in the
448
".../src/3rdparty" source tree delivered with the Licensed Software or
449
documented in the Licensed Software where the Third Party Software is
450
used, as may be amended from time to time, do not comprise the Licensed
451
Software. Licensee acknowledges (1) that some part of Third Party
452
Software may require additional licensing of copyright and patents from
453
the owners of such, and (2) that distribution of any of the Licensed
454
Software referencing any portion of a Third Party Software may require
455
appropriate licensing from such third parties. 
e5fcad3 by Lars Knoll at 2009-03-23 456
457
458
7. LIMITED WARRANTY AND WARRANTY DISCLAIMER
459
460
The Licensed Software is licensed to Licensee "as is". To the maximum
461
extent permitted by applicable law, Nokia on behalf of itself and its
462
suppliers, disclaims all warranties and conditions, either express or
463
implied, including, but not limited to, implied warranties of
464
merchantability, fitness for a particular purpose, title and
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non-infringement with regard to the Licensed Software. 
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467
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8. LIMITATION OF LIABILITY 
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If, Nokia's warranty disclaimer notwithstanding, Nokia is held liable to
471
Licensee, whether in contract, tort or any other legal theory, based on
472
the Licensed Software, Nokia's entire liability to Licensee and
473
Licensee's exclusive remedy shall be, at Nokia's option, either (A)
474
return of the price Licensee paid for the Licensed Software, or (B)
475
repair or replacement of the Licensed Software, provided Licensee
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returns to Nokia all copies of the Licensed Software as originally
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delivered to Licensee. Nokia shall not under any circumstances be liable
478
to Licensee based on failure of the Licensed Software if the failure
479
resulted from accident, abuse or misapplication, nor shall Nokia under
480
any circumstances be liable for special damages, punitive or exemplary
481
damages, damages for loss of profits or interruption of business or for
482
loss or corruption of data. Any award of damages from Nokia to Licensee
483
shall not exceed the total amount Licensee has paid to Nokia in
484
connection with this Agreement. 
485
486
487
9.	CONFIDENTIALITY
488
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Each party acknowledges that during the Term of this Agreement it shall
490
have access to information about the other party's business, business
491
methods, business plans, customers, business relations, technology, and
492
other information, including the terms of this Agreement, that is
493
confidential and of great value to the other party, and the value of
494
which would be significantly reduced if disclosed to third parties (the
495
"Confidential Information"). Accordingly, when a party (the "Receiving
496
Party") receives Confidential Information from another party (the
497
"Disclosing Party"), the Receiving Party shall, and shall obligate its
498
employees and agents and employees and agents of its Affiliates to: (i)
499
maintain the Confidential Information in strict confidence; (ii) not
500
disclose the Confidential Information to a third party without the
501
Disclosing Party's prior written approval; and (iii) not, directly or
502
indirectly, use the Confidential Information for any purpose other than
503
for exercising its rights and fulfilling its responsibilities pursuant
504
to this Agreement. Each party shall take reasonable measures to protect
505
the Confidential Information of the other party, which measures shall
506
not be less than the measures taken by such party to protect its own
507
confidential and proprietary information. 
508
509
"Confidential Information" shall not include information that (a) is or
510
becomes generally known to the public through no act or omission of the
511
Receiving Party; (b) was in the Receiving Party's lawful possession
512
prior to the disclosure hereunder and was not subject to limitations on
513
disclosure or use; (c) is developed by the Receiving Party without
514
access to the Confidential Information of the Disclosing Party or by
515
persons who have not had access to the Confidential Information of the
516
Disclosing Party as proven by the written records of the Receiving
517
Party; (d) is lawfully disclosed to the Receiving Party without
518
restrictions, by a third party not under an obligation of
519
confidentiality; or (e) the Receiving Party is legally compelled to
520
disclose the information, in which case the Receiving Party shall assert
521
the privileged and confidential nature of the information and cooperate
522
fully with the Disclosing Party to protect against and prevent
523
disclosure of any Confidential Information and to limit the scope of
524
disclosure and the dissemination of disclosed Confidential Information
525
by all legally available means. 
526
527
The obligations of the Receiving Party under this Section shall continue
528
during the Initial Term and for a period of five (5) years after
529
expiration or termination of this Agreement. To the extent that the
530
terms of the Non-Disclosure Agreement between Nokia and Licensee
531
conflict with the terms of this Section 9, this Section 9 shall be
532
controlling over the terms of the Non-Disclosure Agreement. 
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534
535
10. GENERAL PROVISIONS
536
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10.1	No Assignment
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539
Licensee shall not be entitled to assign or transfer all or any of its
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rights, benefits and obligations under this Agreement without the prior
541
written consent of Nokia, which shall not be unreasonably withheld. 
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10.2 	Termination
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545
Nokia may terminate the Agreement at any time immediately upon written
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notice by Nokia to Licensee if Licensee breaches this Agreement. 
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548
Upon termination of this Agreement, Licensee shall return to Nokia all
549
copies of Licensed Software that were supplied by Nokia. All other
550
copies of Licensed Software in the possession or control of Licensee
551
must be erased or destroyed. An officer of Licensee must promptly
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deliver to Nokia a written confirmation that this has occurred. 
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10.3	Surviving Sections 
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556
Any terms and conditions that by their nature or otherwise reasonably
557
should survive a cancellation or termination of this Agreement shall
558
also be deemed to survive. Such terms and conditions include, but are
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not limited to the following Sections: 2, 5, 6, 7, 8, 9, 10.2, 10.3, 10.4,
560
10.5, 10.6, 10.7, and 10.8 of this Agreement. 
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10.4	Entire Agreement 
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This Agreement constitutes the complete agreement between the parties
565
and supersedes all prior or contemporaneous discussions,
566
representations, and proposals, written or oral, with respect to the
567
subject matters discussed herein, with the exception of the
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non-disclosure agreement executed by the parties in connection with this
569
Agreement ("Non-Disclosure Agreement"), if any, shall be subject to
570
Section 9. No modification of this Agreement shall be effective unless
571
contained in a writing executed by an authorized representative of each
572
party. No term or condition contained in Licensee's purchase order shall
573
apply unless expressly accepted by Nokia in writing. If any provision of
574
the Agreement is found void or unenforceable, the remainder shall remain
575
valid and enforceable according to its terms. If any remedy provided is
576
determined to have failed for its essential purpose, all limitations of
577
liability and exclusions of damages set forth in this Agreement shall
578
remain in effect. 
579
580
10.5	Export Control
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582
Licensee acknowledges that the Licensed Software may be subject to
583
export control restrictions of various countries. Licensee shall fully
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comply with all applicable export license restrictions and requirements
585
as well as with all laws and regulations relating to the importation of
586
the Licensed Software and shall procure all necessary governmental
587
authorizations, including without limitation, all necessary licenses,
588
approvals, permissions or consents, where necessary for the
589
re-exportation of the Licensed Software., 
590
591
10.6	Governing Law and Legal Venue
592
593
This Agreement shall be construed and interpreted in accordance with the
594
laws of Finland, excluding its choice of law provisions. Any disputes
595
arising out of or relating to this Agreement shall be resolved in
596
arbitration under the Rules of Arbitration of the Chamber of Commerce of
597
Helsinki, Finland. The arbitration tribunal shall consist of one (1), or
598
if either Party so requires, of three (3), arbitrators. The award shall
599
be final and binding and enforceable in any court of competent
600
jurisdiction. The arbitration shall be held in Helsinki, Finland and the
601
process shall be conducted in the English language. 
602
603
10.7	No Implied License
604
605
There are no implied licenses or other implied rights granted under this
606
Agreement, and all rights, save for those expressly granted hereunder,
607
shall remain with Nokia and its licensors. In addition, no licenses or
608
immunities are granted to the combination of the Licensed Software with
609
any other software or hardware not delivered by Nokia under this
610
Agreement. 
611
612
10.8	Government End Users 
613
 
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A "U.S. Government End User" shall mean any agency or entity of the
615
government of the United States. The following shall apply if Licensee
616
is a U.S. Government End User. The Licensed Software is a "commercial
617
item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995),
618
consisting of "commercial computer software" and "commercial computer
619
software documentation," as such terms are used in 48 C.F.R. 12.212
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(Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1
621
through 227.7202-4 (June 1995), all U.S. Government End Users acquire
622
the Licensed Software with only those rights set forth herein. The
623
Licensed Software (including related documentation) is provided to U.S.
624
Government End Users: (a) only as a commercial end item; and (b) only
625
pursuant to this Agreement. 
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627
628
629