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If no specific Effective Date +is set forth in the Agreement, the Effective Date shall be deemed to be +the date the Licensed Software was initially delivered to Licensee. + +"Licensed Software" shall mean the computer software, "online" or +electronic documentation, associated media and printed materials, +including the source code, example programs and the documentation +delivered by Nokia to Licensee in conjunction with this Agreement. + +"Party" or "Parties" shall mean Licensee and/or Nokia. + + +2. OWNERSHIP + +The Licensed Software is protected by copyright laws and international +copyright treaties, as well as other intellectual property laws and +treaties. The Licensed Software is licensed, not sold. + +If Licensee provides any findings, proposals, suggestions or other +feedback ("Feedback") to Nokia regarding the Licensed Software, Nokia +shall own all right, title and interest including the intellectual +property rights in and to such Feedback, excluding however any existing +patent rights of Licensee. To the extent Licensee owns or controls any +patents for such Feedback Licensee hereby grants to Nokia and its +Affiliates, a worldwide, perpetual, non-transferable, sublicensable, +royalty-free license to (i) use, copy and modify Feedback and to create +derivative works thereof, (ii) to make (and have made), use, import, +sell, offer for sale, lease, dispose, offer for disposal or otherwise +exploit any products or services of Nokia containing Feedback,, and +(iii) sublicense all the foregoing rights to third party licensees and +customers of Nokia and/or its Affiliates. + +3. VALIDITY OF THE AGREEMENT + +By installing, copying, or otherwise using the Licensed Software, +Licensee agrees to be bound by the terms of this Agreement. If Licensee +does not agree to the terms of this Agreement, Licensee may not install, +copy, or otherwise use the Licensed Software. Upon Licensee's acceptance +of the terms and conditions of this Agreement, Nokia grants Licensee the +right to use the Licensed Software in the manner provided below. + + +4. LICENSES + +4.1. Using and Copying + +Nokia grants to Licensee a non-exclusive, non-transferable, time-limited +license to use and copy the Licensed Software for sole purpose of +designing, developing and testing Applications, and evaluating and the +Licensed Software during the Term. + +Licensee may install copies of the Licensed Software on an unlimited +number of computers provided that (a) if an individual, only such +individual; or (b) if a legal entity only its employees; use the +Licensed Software for the authorized purposes. + +4.2 No Distribution or Modifications + +Licensee may not disclose, modify, sell, market, commercialise, +distribute, loan, rent, lease, or license the Licensed Software or any +copy of it or use the Licensed Software for any purpose that is not +expressly granted in this Section 4. Licensee may not alter or remove +any details of ownership, copyright, trademark or other property right +connected with the Licensed Software. Licensee may not distribute any +software statically or dynamically linked with the Licensed Software. + +4.3 No Technical Support + +Nokia has no obligation to furnish Licensee with any technical support +whatsoever. Any such support is subject to separate agreement between +the Parties. + + +5. PRE-RELEASE CODE + +The Licensed Software contains pre-release code that is not at the level +of performance and compatibility of a final, generally available, +product offering. The Licensed Software may not operate correctly and +may be substantially modified prior to the first commercial product +release, if any. Nokia is not obligated to make this or any later +version of the Licensed Software commercially available. The License +Software is "Not for Commercial Use" and may only be used for the +purposes described in Section 4. The Licensed Software may not be used +in a live operating environment where it may be relied upon to perform +in the same manner as a commercially released product or with data that +has not been sufficiently backed up. + +6. THIRD PARTY SOFTWARE + +The Licensed Software may provide links to third party libraries or code +(collectively "Third Party Software") to implement various functions. +Third Party Software does not comprise part of the Licensed Software. In +some cases, access to Third Party Software may be included along with +the Licensed Software delivery as a convenience for development and +testing only. Such source code and libraries may be listed in the +".../src/3rdparty" source tree delivered with the Licensed Software or +documented in the Licensed Software where the Third Party Software is +used, as may be amended from time to time, do not comprise the Licensed +Software. Licensee acknowledges (1) that some part of Third Party +Software may require additional licensing of copyright and patents from +the owners of such, and (2) that distribution of any of the Licensed +Software referencing any portion of a Third Party Software may require +appropriate licensing from such third parties. + + +7. LIMITED WARRANTY AND WARRANTY DISCLAIMER + +The Licensed Software is licensed to Licensee "as is". To the maximum +extent permitted by applicable law, Nokia on behalf of itself and its +suppliers, disclaims all warranties and conditions, either express or +implied, including, but not limited to, implied warranties of +merchantability, fitness for a particular purpose, title and +non-infringement with regard to the Licensed Software. + + +8. LIMITATION OF LIABILITY + +If, Nokia's warranty disclaimer notwithstanding, Nokia is held liable to +Licensee, whether in contract, tort or any other legal theory, based on +the Licensed Software, Nokia's entire liability to Licensee and +Licensee's exclusive remedy shall be, at Nokia's option, either (A) +return of the price Licensee paid for the Licensed Software, or (B) +repair or replacement of the Licensed Software, provided Licensee +returns to Nokia all copies of the Licensed Software as originally +delivered to Licensee. Nokia shall not under any circumstances be liable +to Licensee based on failure of the Licensed Software if the failure +resulted from accident, abuse or misapplication, nor shall Nokia under +any circumstances be liable for special damages, punitive or exemplary +damages, damages for loss of profits or interruption of business or for +loss or corruption of data. Any award of damages from Nokia to Licensee +shall not exceed the total amount Licensee has paid to Nokia in +connection with this Agreement. + + +9. CONFIDENTIALITY + +Each party acknowledges that during the Term of this Agreement it shall +have access to information about the other party's business, business +methods, business plans, customers, business relations, technology, and +other information, including the terms of this Agreement, that is +confidential and of great value to the other party, and the value of +which would be significantly reduced if disclosed to third parties (the +"Confidential Information"). Accordingly, when a party (the "Receiving +Party") receives Confidential Information from another party (the +"Disclosing Party"), the Receiving Party shall, and shall obligate its +employees and agents and employees and agents of its Affiliates to: (i) +maintain the Confidential Information in strict confidence; (ii) not +disclose the Confidential Information to a third party without the +Disclosing Party's prior written approval; and (iii) not, directly or +indirectly, use the Confidential Information for any purpose other than +for exercising its rights and fulfilling its responsibilities pursuant +to this Agreement. Each party shall take reasonable measures to protect +the Confidential Information of the other party, which measures shall +not be less than the measures taken by such party to protect its own +confidential and proprietary information. + +"Confidential Information" shall not include information that (a) is or +becomes generally known to the public through no act or omission of the +Receiving Party; (b) was in the Receiving Party's lawful possession +prior to the disclosure hereunder and was not subject to limitations on +disclosure or use; (c) is developed by the Receiving Party without +access to the Confidential Information of the Disclosing Party or by +persons who have not had access to the Confidential Information of the +Disclosing Party as proven by the written records of the Receiving +Party; (d) is lawfully disclosed to the Receiving Party without +restrictions, by a third party not under an obligation of +confidentiality; or (e) the Receiving Party is legally compelled to +disclose the information, in which case the Receiving Party shall assert +the privileged and confidential nature of the information and cooperate +fully with the Disclosing Party to protect against and prevent +disclosure of any Confidential Information and to limit the scope of +disclosure and the dissemination of disclosed Confidential Information +by all legally available means. + +The obligations of the Receiving Party under this Section shall continue +during the Initial Term and for a period of five (5) years after +expiration or termination of this Agreement. To the extent that the +terms of the Non-Disclosure Agreement between Nokia and Licensee +conflict with the terms of this Section 9, this Section 9 shall be +controlling over the terms of the Non-Disclosure Agreement. + + +10. GENERAL PROVISIONS + +10.1 No Assignment + +Licensee shall not be entitled to assign or transfer all or any of its +rights, benefits and obligations under this Agreement without the prior +written consent of Nokia, which shall not be unreasonably withheld. + +10.2 Termination + +Nokia may terminate the Agreement at any time immediately upon written +notice by Nokia to Licensee if Licensee breaches this Agreement. + +Upon termination of this Agreement, Licensee shall return to Nokia all +copies of Licensed Software that were supplied by Nokia. All other +copies of Licensed Software in the possession or control of Licensee +must be erased or destroyed. An officer of Licensee must promptly +deliver to Nokia a written confirmation that this has occurred. + +10.3 Surviving Sections + +Any terms and conditions that by their nature or otherwise reasonably +should survive a cancellation or termination of this Agreement shall +also be deemed to survive. Such terms and conditions include, but are +not limited to the following Sections: 2, 5, 6, 7, 8, 9, 10.2, 10.3, 10.4, +10.5, 10.6, 10.7, and 10.8 of this Agreement. + +10.4 Entire Agreement + +This Agreement constitutes the complete agreement between the parties +and supersedes all prior or contemporaneous discussions, +representations, and proposals, written or oral, with respect to the +subject matters discussed herein, with the exception of the +non-disclosure agreement executed by the parties in connection with this +Agreement ("Non-Disclosure Agreement"), if any, shall be subject to +Section 9. No modification of this Agreement shall be effective unless +contained in a writing executed by an authorized representative of each +party. No term or condition contained in Licensee's purchase order shall +apply unless expressly accepted by Nokia in writing. If any provision of +the Agreement is found void or unenforceable, the remainder shall remain +valid and enforceable according to its terms. If any remedy provided is +determined to have failed for its essential purpose, all limitations of +liability and exclusions of damages set forth in this Agreement shall +remain in effect. + +10.5 Export Control + +Licensee acknowledges that the Licensed Software may be subject to +export control restrictions of various countries. Licensee shall fully +comply with all applicable export license restrictions and requirements +as well as with all laws and regulations relating to the importation of +the Licensed Software and shall procure all necessary governmental +authorizations, including without limitation, all necessary licenses, +approvals, permissions or consents, where necessary for the +re-exportation of the Licensed Software., + +10.6 Governing Law and Legal Venue + +This Agreement shall be construed and interpreted in accordance with the +laws of Finland, excluding its choice of law provisions. Any disputes +arising out of or relating to this Agreement shall be resolved in +arbitration under the Rules of Arbitration of the Chamber of Commerce of +Helsinki, Finland. The arbitration tribunal shall consist of one (1), or +if either Party so requires, of three (3), arbitrators. The award shall +be final and binding and enforceable in any court of competent +jurisdiction. The arbitration shall be held in Helsinki, Finland and the +process shall be conducted in the English language. + +10.7 No Implied License + +There are no implied licenses or other implied rights granted under this +Agreement, and all rights, save for those expressly granted hereunder, +shall remain with Nokia and its licensors. In addition, no licenses or +immunities are granted to the combination of the Licensed Software with +any other software or hardware not delivered by Nokia under this +Agreement. + +10.8 Government End Users + +A "U.S. Government End User" shall mean any agency or entity of the +government of the United States. The following shall apply if Licensee +is a U.S. Government End User. The Licensed Software is a "commercial +item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), +consisting of "commercial computer software" and "commercial computer +software documentation," as such terms are used in 48 C.F.R. 12.212 +(Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 +through 227.7202-4 (June 1995), all U.S. Government End Users acquire +the Licensed Software with only those rights set forth herein. The +Licensed Software (including related documentation) is provided to U.S. +Government End Users: (a) only as a commercial end item; and (b) only +pursuant to this Agreement. + + + +