67ad051 by Lars Knoll at 2009-03-23 1
TECHNOLOGY PREVIEW LICENSE AGREEMENT
2
3
For individuals and/or legal entities resident in the Americas (North
4
America, Central America and South America), the applicable licensing
5
terms are specified under the heading "Technology Preview License
6
Agreement: The Americas".
7
8
For individuals and/or legal entities not resident in The Americas,
9
the applicable licensing terms are specified under the heading
10
"Technology Preview License Agreement: Rest of the World".
11
12

13
TECHNOLOGY PREVIEW LICENSE AGREEMENT: The Americas
14
Agreement version 2.3
15
16
This Technology Preview License Agreement ("Agreement") is a legal
17
agreement between Nokia Inc. ("Nokia"), with its registered office at
18
6021 Connection Drive, Irving, TX 75039, U.S.A. and you (either an
19
individual or a legal entity) ("Licensee") for the Licensed Software
20
(as defined below).
21
22
23
1. DEFINITIONS
24
25
"Affiliate" of a Party shall mean an entity (i) which is directly or
26
indirectly controlling such Party; (ii) which is under the same direct
27
or indirect ownership or control as such Party; or (iii) which is
28
directly or indirectly owned or controlled by such Party. For these
29
purposes, an entity shall be treated as being controlled by another if
30
that other entity has fifty percent (50 %) or more of the votes in
31
such entity, is able to direct its affairs and/or to control the
32
composition of its board of directors or equivalent body.
33
34
"Term" shall mean the period of time six (6) months from the later of
35
(a) the Effective Date; or (b) the date the Licensed Software was
36
initially delivered to Licensee by Nokia. If no specific Effective
37
Date is set forth in the Agreement, the Effective Date shall be deemed
38
to be the date the Licensed Software was initially delivered to
39
Licensee.
40
41
"Licensed Software" shall mean the computer software, "online" or
42
electronic documentation, associated media and printed materials,
43
including the source code, example programs and the documentation
44
delivered by Nokia to Licensee in conjunction with this Agreement.
45
46
"Party" or "Parties" shall mean Licensee and/or Nokia.
47
48
49
2. OWNERSHIP
50
51
The Licensed Software is protected by copyright laws and international
52
copyright treaties, as well as other intellectual property laws and
53
treaties. The Licensed Software is licensed, not sold.
54
55
If Licensee provides any findings, proposals, suggestions or other
56
feedback ("Feedback") to Nokia regarding the Licensed Software, Nokia
57
shall own all right, title and interest including the intellectual
58
property rights in and to such Feedback, excluding however any
59
existing patent rights of Licensee. To the extent Licensee owns or
60
controls any patents for such Feedback Licensee hereby grants to Nokia
61
and its Affiliates, a worldwide, perpetual, non-transferable,
62
sublicensable, royalty-free license to (i) use, copy and modify
63
Feedback and to create derivative works thereof, (ii) to make (and
64
have made), use, import, sell, offer for sale, lease, dispose, offer
65
for disposal or otherwise exploit any products or services of Nokia
66
containing Feedback,, and (iii) sublicense all the foregoing rights to
67
third party licensees and customers of Nokia and/or its Affiliates.
68
69
70
3. VALIDITY OF THE AGREEMENT
71
72
By installing, copying, or otherwise using the Licensed Software,
73
Licensee agrees to be bound by the terms of this Agreement. If
74
Licensee does not agree to the terms of this Agreement, Licensee may
75
not install, copy, or otherwise use the Licensed Software. Upon
76
Licensee's acceptance of the terms and conditions of this Agreement,
77
Nokia grants Licensee the right to use the Licensed Software in the
78
manner provided below.
79
80
81
4. LICENSES
82
83
4.1 Using and Copying
84
85
Nokia grants to Licensee a non-exclusive, non-transferable,
86
time-limited license to use and copy the Licensed Software for sole
87
purpose of evaluating and testing the Licensed Software during the
88
Term.
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
93
Licensed Software for the authorized purposes.
94
95
4.2 No Distribution or Modifications
96
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
103
software statically or dynamically linked with the Licensed Software.
104
105
4.3 No Technical Support
106
107
Nokia has no obligation to furnish Licensee with any technical support
108
whatsoever. Any such support is subject to separate agreement between
109
the Parties.
110
111
112
5. PRE-RELEASE CODE
113
114
The Licensed Software contains pre-release code that is not at the
115
level of performance and compatibility of a final, generally
116
available, product offering. The Licensed Software may not operate
117
correctly and may be substantially modified prior to the first
118
commercial product release, if any. Nokia is not obligated to make
119
this or any later version of the Licensed Software commercially
120
available. The License Software is "Not for Commercial Use" and may
121
only be used for the purposes described in Section 4. The Licensed
122
Software may not be used in a live operating environment where it may
123
be relied upon to perform in the same manner as a commercially
124
released product or with data that has not been sufficiently backed
125
up.
126
127
128
6. THIRD PARTY SOFTWARE
129
130
The Licensed Software may provide links to third party libraries or
131
code (collectively "Third Party Software") to implement various
132
functions.  Third Party Software does not comprise part of the
133
Licensed Software. In some cases, access to Third Party Software may
134
be included along with the Licensed Software delivery as a convenience
135
for development and testing only. Such source code and libraries may
136
be listed in the ".../src/3rdparty" source tree delivered with the
137
Licensed Software or documented in the Licensed Software where the
138
Third Party Software is used, as may be amended from time to time, do
139
not comprise the Licensed Software. Licensee acknowledges (1) that
140
some part of Third Party Software may require additional licensing of
141
copyright and patents from the owners of such, and (2) that
142
distribution of any of the Licensed Software referencing any portion
143
of a Third Party Software may require appropriate licensing from such
144
third parties.
145
146
147
7. LIMITED WARRANTY AND WARRANTY DISCLAIMER
148
149
The Licensed Software is licensed to Licensee "as is". To the maximum
150
extent permitted by applicable law, Nokia on behalf of itself and its
151
suppliers, disclaims all warranties and conditions, either express or
152
implied, including, but not limited to, implied warranties of
153
merchantability, fitness for a particular purpose, title and
154
non-infringement with regard to the Licensed Software.
155
156
157
8. LIMITATION OF LIABILITY
158
159
If, Nokia's warranty disclaimer notwithstanding, Nokia is held liable
160
to Licensee, whether in contract, tort or any other legal theory,
161
based on the Licensed Software, Nokia's entire liability to Licensee
162
and Licensee's exclusive remedy shall be, at Nokia's option, either
163
(A) return of the price Licensee paid for the Licensed Software, or
164
(B) repair or replacement of the Licensed Software, provided Licensee
165
returns to Nokia all copies of the Licensed Software as originally
166
delivered to Licensee. Nokia shall not under any circumstances be
167
liable to Licensee based on failure of the Licensed Software if the
168
failure resulted from accident, abuse or misapplication, nor shall
169
Nokia under any circumstances be liable for special damages, punitive
170
or exemplary damages, damages for loss of profits or interruption of
171
business or for loss or corruption of data. Any award of damages from
172
Nokia to Licensee shall not exceed the total amount Licensee has paid
173
to Nokia in connection with this Agreement.
174
175
176
9. CONFIDENTIALITY
177
178
Each party acknowledges that during the Term of this Agreement it
179
shall have access to information about the other party's business,
180
business methods, business plans, customers, business relations,
181
technology, and other information, including the terms of this
182
Agreement, that is confidential and of great value to the other party,
183
and the value of which would be significantly reduced if disclosed to
184
third parties (the "Confidential Information"). Accordingly, when a
185
party (the "Receiving Party") receives Confidential Information from
186
another party (the "Disclosing Party"), the Receiving Party shall, and
187
shall obligate its employees and agents and employees and agents of
188
its Affiliates to: (i) maintain the Confidential Information in strict
189
confidence; (ii) not disclose the Confidential Information to a third
190
party without the Disclosing Party's prior written approval; and (iii)
191
not, directly or indirectly, use the Confidential Information for any
192
purpose other than for exercising its rights and fulfilling its
193
responsibilities pursuant to this Agreement. Each party shall take
194
reasonable measures to protect the Confidential Information of the
195
other party, which measures shall not be less than the measures taken
196
by such party to protect its own confidential and proprietary
197
information.
198
199
"Confidential Information" shall not include information that (a) is
200
or becomes generally known to the public through no act or omission of
201
the Receiving Party; (b) was in the Receiving Party's lawful
202
possession prior to the disclosure hereunder and was not subject to
203
limitations on disclosure or use; (c) is developed by the Receiving
204
Party without access to the Confidential Information of the Disclosing
205
Party or by persons who have not had access to the Confidential
206
Information of the Disclosing Party as proven by the written records
207
of the Receiving Party; (d) is lawfully disclosed to the Receiving
208
Party without restrictions, by a third party not under an obligation
209
of confidentiality; or (e) the Receiving Party is legally compelled to
210
disclose the information, in which case the Receiving Party shall
211
assert the privileged and confidential nature of the information and
212
cooperate fully with the Disclosing Party to protect against and
213
prevent disclosure of any Confidential Information and to limit the
214
scope of disclosure and the dissemination of disclosed Confidential
215
Information by all legally available means.
216
217
The obligations of the Receiving Party under this Section shall
218
continue during the Initial Term and for a period of five (5) years
219
after expiration or termination of this Agreement. To the extent that
220
the terms of the Non-Disclosure Agreement between Nokia and Licensee
221
conflict with the terms of this Section 8, this Section 8 shall be
222
controlling over the terms of the Non-Disclosure Agreement.
223
224
225
10. GENERAL PROVISIONS
226
227
10.1 No Assignment
228
229
Licensee shall not be entitled to assign or transfer all or any of its
230
rights, benefits and obligations under this Agreement without the
231
prior written consent of Nokia, which shall not be unreasonably
232
withheld.
233
234
10.2 Termination
235
236
Nokia may terminate the Agreement at any time immediately upon written
237
notice by Nokia to Licensee if Licensee breaches this Agreement.
238
239
Upon termination of this Agreement, Licensee shall return to Nokia all
240
copies of Licensed Software that were supplied by Nokia. All other
241
copies of Licensed Software in the possession or control of Licensee
242
must be erased or destroyed. An officer of Licensee must promptly
243
deliver to Nokia a written confirmation that this has occurred.
244
245
10.3 Surviving Sections
246
247
Any terms and conditions that by their nature or otherwise reasonably
248
should survive a cancellation or termination of this Agreement shall
249
also be deemed to survive. Such terms and conditions include, but are
250
not limited to the following Sections: 2, 5, 6, 7, 8, 9, 10.2, 10.3,
251
10.4, 10.5, 10.6, 10.7, and 10.8 of this Agreement.
252
253
10.4 Entire Agreement
254
255
This Agreement constitutes the complete agreement between the parties
256
and supersedes all prior or contemporaneous discussions,
257
representations, and proposals, written or oral, with respect to the
258
subject matters discussed herein, with the exception of the
259
non-disclosure agreement executed by the parties in connection with
260
this Agreement ("Non-Disclosure Agreement"), if any, shall be subject
261
to Section 8. No modification of this Agreement shall be effective
262
unless contained in a writing executed by an authorized representative
263
of each party. No term or condition contained in Licensee's purchase
264
order shall apply unless expressly accepted by Nokia in writing. If
265
any provision of the Agreement is found void or unenforceable, the
266
remainder shall remain valid and enforceable according to its
267
terms. If any remedy provided is determined to have failed for its
268
essential purpose, all limitations of liability and exclusions of
269
damages set forth in this Agreement shall remain in effect.
270
271
10.5 Export Control
272
273
Licensee acknowledges that the Licensed Software may be subject to
274
export control restrictions of various countries. Licensee shall fully
275
comply with all applicable export license restrictions and
276
requirements as well as with all laws and regulations relating to the
277
importation of the Licensed Software and shall procure all necessary
278
governmental authorizations, including without limitation, all
279
necessary licenses, approvals, permissions or consents, where
280
necessary for the re-exportation of the Licensed Software.,
281
282
10.6 Governing Law and Legal Venue
283
284
This Agreement shall be governed by and construed in accordance with
285
the federal laws of the United States of America and the internal laws
286
of the State of New York without given effect to any choice of law
287
rule that would result in the application of the laws of any other
288
jurisdiction. The United Nations Convention on Contracts for the
289
International Sale of Goods (CISG) shall not apply. Each Party (a)
290
hereby irrevocably submits itself to and consents to the jurisdiction
291
of the United States District Court for the Southern District of New
292
York (or if such court lacks jurisdiction, the state courts of the
293
State of New York) for the purposes of any action, claim, suit or
294
proceeding between the Parties in connection with any controversy,
295
claim, or dispute arising out of or relating to this Agreement; and
296
(b) hereby waives, and agrees not to assert by way of motion, as a
297
defense or otherwise, in any such action, claim, suit or proceeding,
298
any claim that is not personally subject to the jurisdiction of such
299
court(s), that the action, claim, suit or proceeding is brought in an
300
inconvenient forum or that the venue of the action, claim, suit or
301
proceeding is improper.  Notwithstanding the foregoing, nothing in
302
this Section 9.6 is intended to, or shall be deemed to, constitute a
303
submission or consent to, or selection of, jurisdiction, forum or
304
venue for any action for patent infringement, whether or not such
305
action relates to this Agreement.
306
307
10.7 No Implied License
308
309
There are no implied licenses or other implied rights granted under
310
this Agreement, and all rights, save for those expressly granted
311
hereunder, shall remain with Nokia and its licensors. In addition, no
312
licenses or immunities are granted to the combination of the Licensed
313
Software with any other software or hardware not delivered by Nokia
314
under this Agreement.
315
316
10.8 Government End Users
317
318
A "U.S. Government End User" shall mean any agency or entity of the
319
government of the United States. The following shall apply if Licensee
320
is a U.S. Government End User. The Licensed Software is a "commercial
321
item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995),
322
consisting of "commercial computer software" and "commercial computer
323
software documentation," as such terms are used in 48 C.F.R. 12.212
324
(Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48
325
C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government
326
End Users acquire the Licensed Software with only those rights set
327
forth herein. The Licensed Software (including related documentation)
328
is provided to U.S.  Government End Users: (a) only as a commercial
329
end item; and (b) only pursuant to this Agreement.
330
331
332
333
334

335
TECHNOLOGY PREVIEW LICENSE AGREEMENT: Rest of the World
336
Agreement version 2.3
337
338
This Technology Preview License Agreement ("Agreement") is a legal
339
agreement between Nokia Corporation ("Nokia"), with its registered
340
office at Keilalahdentie 4, 02150 Espoo, Finland and you (either an
341
individual or a legal entity) ("Licensee") for the Licensed Software
342
(as defined below).
343
344
1. DEFINITIONS
345
346
"Affiliate" of a Party shall mean an entity (i) which is directly or
347
indirectly controlling such Party; (ii) which is under the same direct
348
or indirect ownership or control as such Party; or (iii) which is
349
directly or indirectly owned or controlled by such Party. For these
350
purposes, an entity shall be treated as being controlled by another if
351
that other entity has fifty percent (50 %) or more of the votes in
352
such entity, is able to direct its affairs and/or to control the
353
composition of its board of directors or equivalent body.
354
355
"Term" shall mean the period of time six (6) months from the later of
356
(a) the Effective Date; or (b) the date the Licensed Software was
357
initially delivered to Licensee by Nokia. If no specific Effective
358
Date is set forth in the Agreement, the Effective Date shall be deemed
359
to be the date the Licensed Software was initially delivered to
360
Licensee.
361
362
"Licensed Software" shall mean the computer software, "online" or
363
electronic documentation, associated media and printed materials,
364
including the source code, example programs and the documentation
365
delivered by Nokia to Licensee in conjunction with this Agreement.
366
367
"Party" or "Parties" shall mean Licensee and/or Nokia.
368
369
370
2. OWNERSHIP
371
372
The Licensed Software is protected by copyright laws and international
373
copyright treaties, as well as other intellectual property laws and
374
treaties. The Licensed Software is licensed, not sold.
375
376
If Licensee provides any findings, proposals, suggestions or other
377
feedback ("Feedback") to Nokia regarding the Licensed Software, Nokia
378
shall own all right, title and interest including the intellectual
379
property rights in and to such Feedback, excluding however any
380
existing patent rights of Licensee. To the extent Licensee owns or
381
controls any patents for such Feedback Licensee hereby grants to Nokia
382
and its Affiliates, a worldwide, perpetual, non-transferable,
383
sublicensable, royalty-free license to (i) use, copy and modify
384
Feedback and to create derivative works thereof, (ii) to make (and
385
have made), use, import, sell, offer for sale, lease, dispose, offer
386
for disposal or otherwise exploit any products or services of Nokia
387
containing Feedback,, and (iii) sublicense all the foregoing rights to
388
third party licensees and customers of Nokia and/or its Affiliates.
389
390
391
3. VALIDITY OF THE AGREEMENT
392
393
By installing, copying, or otherwise using the Licensed Software,
394
Licensee agrees to be bound by the terms of this Agreement. If
395
Licensee does not agree to the terms of this Agreement, Licensee may
396
not install, copy, or otherwise use the Licensed Software. Upon
397
Licensee's acceptance of the terms and conditions of this Agreement,
398
Nokia grants Licensee the right to use the Licensed Software in the
399
manner provided below.
400
401
402
4. LICENSES
403
404
4.1 Using and Copying
405
406
Nokia grants to Licensee a non-exclusive, non-transferable,
407
time-limited license to use and copy the Licensed Software for sole
408
purpose of evaluating and testing the Licensed Software during the
409
Term.
410
411
Licensee may install copies of the Licensed Software on an unlimited
412
number of computers provided that (a) if an individual, only such
413
individual; or (b) if a legal entity only its employees; use the
414
Licensed Software for the authorized purposes.
415
416
4.2 No Distribution or Modifications
417
418
Licensee may not disclose, modify, sell, market, commercialise,
419
distribute, loan, rent, lease, or license the Licensed Software or any
420
copy of it or use the Licensed Software for any purpose that is not
421
expressly granted in this Section 4. Licensee may not alter or remove
422
any details of ownership, copyright, trademark or other property right
423
connected with the Licensed Software. Licensee may not distribute any
424
software statically or dynamically linked with the Licensed Software.
425
426
4.3 No Technical Support
427
428
Nokia has no obligation to furnish Licensee with any technical support
429
whatsoever. Any such support is subject to separate agreement between
430
the Parties.
431
432
433
5. PRE-RELEASE CODE
434
435
The Licensed Software contains pre-release code that is not at the
436
level of performance and compatibility of a final, generally
437
available, product offering. The Licensed Software may not operate
438
correctly and may be substantially modified prior to the first
439
commercial product release, if any. Nokia is not obligated to make
440
this or any later version of the Licensed Software commercially
441
available. The License Software is "Not for Commercial Use" and may
442
only be used for the purposes described in Section 4. The Licensed
443
Software may not be used in a live operating environment where it may
444
be relied upon to perform in the same manner as a commercially
445
released product or with data that has not been sufficiently backed
446
up.
447
448
449
6. THIRD PARTY SOFTWARE
450
451
The Licensed Software may provide links to third party libraries or
452
code (collectively "Third Party Software") to implement various
453
functions.  Third Party Software does not comprise part of the
454
Licensed Software. In some cases, access to Third Party Software may
455
be included along with the Licensed Software delivery as a convenience
456
for development and testing only. Such source code and libraries may
457
be listed in the ".../src/3rdparty" source tree delivered with the
458
Licensed Software or documented in the Licensed Software where the
459
Third Party Software is used, as may be amended from time to time, do
460
not comprise the Licensed Software. Licensee acknowledges (1) that
461
some part of Third Party Software may require additional licensing of
462
copyright and patents from the owners of such, and (2) that
463
distribution of any of the Licensed Software referencing any portion
464
of a Third Party Software may require appropriate licensing from such
465
third parties.
466
467
468
7. LIMITED WARRANTY AND WARRANTY DISCLAIMER
469
470
The Licensed Software is licensed to Licensee "as is". To the maximum
471
extent permitted by applicable law, Nokia on behalf of itself and its
472
suppliers, disclaims all warranties and conditions, either express or
473
implied, including, but not limited to, implied warranties of
474
merchantability, fitness for a particular purpose, title and
475
non-infringement with regard to the Licensed Software.
476
477
478
8. LIMITATION OF LIABILITY
479
480
If, Nokia's warranty disclaimer notwithstanding, Nokia is held liable
481
to Licensee, whether in contract, tort or any other legal theory,
482
based on the Licensed Software, Nokia's entire liability to Licensee
483
and Licensee's exclusive remedy shall be, at Nokia's option, either
484
(A) return of the price Licensee paid for the Licensed Software, or
485
(B) repair or replacement of the Licensed Software, provided Licensee
486
returns to Nokia all copies of the Licensed Software as originally
487
delivered to Licensee. Nokia shall not under any circumstances be
488
liable to Licensee based on failure of the Licensed Software if the
489
failure resulted from accident, abuse or misapplication, nor shall
490
Nokia under any circumstances be liable for special damages, punitive
491
or exemplary damages, damages for loss of profits or interruption of
492
business or for loss or corruption of data. Any award of damages from
493
Nokia to Licensee shall not exceed the total amount Licensee has paid
494
to Nokia in connection with this Agreement.
495
496
497
9. CONFIDENTIALITY
498
499
Each party acknowledges that during the Term of this Agreement it
500
shall have access to information about the other party's business,
501
business methods, business plans, customers, business relations,
502
technology, and other information, including the terms of this
503
Agreement, that is confidential and of great value to the other party,
504
and the value of which would be significantly reduced if disclosed to
505
third parties (the "Confidential Information"). Accordingly, when a
506
party (the "Receiving Party") receives Confidential Information from
507
another party (the "Disclosing Party"), the Receiving Party shall, and
508
shall obligate its employees and agents and employees and agents of
509
its Affiliates to: (i) maintain the Confidential Information in strict
510
confidence; (ii) not disclose the Confidential Information to a third
511
party without the Disclosing Party's prior written approval; and (iii)
512
not, directly or indirectly, use the Confidential Information for any
513
purpose other than for exercising its rights and fulfilling its
514
responsibilities pursuant to this Agreement. Each party shall take
515
reasonable measures to protect the Confidential Information of the
516
other party, which measures shall not be less than the measures taken
517
by such party to protect its own confidential and proprietary
518
information.
519
520
"Confidential Information" shall not include information that (a) is
521
or becomes generally known to the public through no act or omission of
522
the Receiving Party; (b) was in the Receiving Party's lawful
523
possession prior to the disclosure hereunder and was not subject to
524
limitations on disclosure or use; (c) is developed by the Receiving
525
Party without access to the Confidential Information of the Disclosing
526
Party or by persons who have not had access to the Confidential
527
Information of the Disclosing Party as proven by the written records
528
of the Receiving Party; (d) is lawfully disclosed to the Receiving
529
Party without restrictions, by a third party not under an obligation
530
of confidentiality; or (e) the Receiving Party is legally compelled to
531
disclose the information, in which case the Receiving Party shall
532
assert the privileged and confidential nature of the information and
533
cooperate fully with the Disclosing Party to protect against and
534
prevent disclosure of any Confidential Information and to limit the
535
scope of disclosure and the dissemination of disclosed Confidential
536
Information by all legally available means.
537
538
The obligations of the Receiving Party under this Section shall
539
continue during the Initial Term and for a period of five (5) years
540
after expiration or termination of this Agreement. To the extent that
541
the terms of the Non-Disclosure Agreement between Nokia and Licensee
542
conflict with the terms of this Section 8, this Section 8 shall be
543
controlling over the terms of the Non-Disclosure Agreement.
544
545
546
10. GENERAL PROVISIONS
547
548
10.1 No Assignment
549
550
Licensee shall not be entitled to assign or transfer all or any of its
551
rights, benefits and obligations under this Agreement without the
552
prior written consent of Nokia, which shall not be unreasonably
553
withheld.
554
555
10.2 Termination
556
557
Nokia may terminate the Agreement at any time immediately upon written
558
notice by Nokia to Licensee if Licensee breaches this Agreement.
559
560
Upon termination of this Agreement, Licensee shall return to Nokia all
561
copies of Licensed Software that were supplied by Nokia. All other
562
copies of Licensed Software in the possession or control of Licensee
563
must be erased or destroyed. An officer of Licensee must promptly
564
deliver to Nokia a written confirmation that this has occurred.
565
566
10.3 Surviving Sections
567
568
Any terms and conditions that by their nature or otherwise reasonably
569
should survive a cancellation or termination of this Agreement shall
570
also be deemed to survive. Such terms and conditions include, but are
571
not limited to the following Sections: 2, 5, 6, 7, 8, 9, 10.2, 10.3,
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10.4, 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
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and supersedes all prior or contemporaneous discussions,
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representations, and proposals, written or oral, with respect to the
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subject matters discussed herein, with the exception of the
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non-disclosure agreement executed by the parties in connection with
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this Agreement ("Non-Disclosure Agreement"), if any, shall be subject
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to Section 8. No modification of this Agreement shall be effective
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unless contained in a writing executed by an authorized representative
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of each party. No term or condition contained in Licensee's purchase
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order shall apply unless expressly accepted by Nokia in writing. If
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any provision of the Agreement is found void or unenforceable, the
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remainder shall remain valid and enforceable according to its
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terms. If any remedy provided is determined to have failed for its
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essential purpose, all limitations of liability and exclusions of
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damages set forth in this Agreement shall remain in effect.
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10.5 Export Control
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Licensee acknowledges that the Licensed Software may be subject to
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export control restrictions of various countries. Licensee shall fully
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comply with all applicable export license restrictions and
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requirements as well as with all laws and regulations relating to the
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importation of the Licensed Software and shall procure all necessary
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governmental authorizations, including without limitation, all
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necessary licenses, approvals, permissions or consents, where
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necessary for the re-exportation of the Licensed Software.,
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603
10.6 Governing Law and Legal Venue
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This Agreement shall be construed and interpreted in accordance with
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the laws of Finland, excluding its choice of law provisions. Any
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disputes arising out of or relating to this Agreement shall be
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resolved in arbitration under the Rules of Arbitration of the Chamber
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of Commerce of Helsinki, Finland. The arbitration tribunal shall
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consist of one (1), or if either Party so requires, of three (3),
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arbitrators. The award shall be final and binding and enforceable in
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any court of competent jurisdiction. The arbitration shall be held in
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Helsinki, Finland and the process shall be conducted in the English
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language.
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10.7 No Implied License
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There are no implied licenses or other implied rights granted under
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this Agreement, and all rights, save for those expressly granted
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hereunder, shall remain with Nokia and its licensors. In addition, no
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licenses or immunities are granted to the combination of the Licensed
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Software with any other software or hardware not delivered by Nokia
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under this Agreement.
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10.8 Government End Users
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A "U.S. Government End User" shall mean any agency or entity of the
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government of the United States. The following shall apply if Licensee
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is a U.S. Government End User. The Licensed Software is a "commercial
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item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995),
631
consisting of "commercial computer software" and "commercial computer
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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
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C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government
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End Users acquire the Licensed Software with only those rights set
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forth herein. The Licensed Software (including related documentation)
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is provided to U.S.  Government End Users: (a) only as a commercial
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end item; and (b) only pursuant to this Agreement.
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