Commit 4531a90c authored by dt's avatar dt
Browse files

Fixes: Add beta license replacing Technology Preview license.

parent 60291560
For individuals and/or legal entities resident in the Americas (North
America, Central America and South America), the applicable licensing
terms are specified under the heading "Technology Preview License
Agreement: The Americas".
For individuals and/or legal entities resident in the Americas (North America, Central America and South America), the applicable licensing terms are specified under the heading "Beta Version License
Agreement (Agreement version 2.2): The Americas".
For individuals and/or legal entities not resident in The Americas, the
applicable licensing terms are specified under the heading "Technology
Preview License Agreement: Rest of the World".
For individuals and/or legal entities not resident in The Americas, the applicable licensing terms are specified under the heading " Beta Version License Agreement (Agreement version 2.2): Rest of the World".
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TECHNOLOGY PREVIEW LICENSE AGREEMENT: The Americas
Agreement version 2.3
BETA VERSION LICENSE AGREEMENT
Agreement version 2.2 "Rest of the World"
This Technology Preview License Agreement ("Agreement") is a legal
agreement between Nokia Inc. ("Nokia"), with its registered office at
6021 Connection Drive, Irving, TX 75039, U.S.A. and you (either an
individual or a legal entity) ("Licensee") for the Licensed Software (as
defined below).
This Beta Version License Agreement ("Agreement") is a legal agreement between Nokia Corporation ("Nokia"), with its registered office at Keilalahdentie 4, 02150 Espoo, Finland and you (either an individual or a legal entity) ("Licensee") for the Licensed Software.
1. DEFINITIONS
"Affiliate" of a Party shall mean an entity (i) which is directly or
indirectly controlling such Party; (ii) which is under the same direct
or indirect ownership or control as such Party; or (iii) which is
directly or indirectly owned or controlled by such Party. For these
purposes, an entity shall be treated as being controlled by another if
that other entity has fifty percent (50 %) or more of the votes in such
entity, is able to direct its affairs and/or to control the composition
of its board of directors or equivalent body.
"Affiliate" of a Party shall mean an entity (i) which is directly or indirectly controlling such Party; (ii) which is under the same direct or indirect ownership or control as such Party; or (iii) which is directly or indirectly owned or controlled by such Party. For these purposes, an entity shall be treated as being controlled by another if that other entity has fifty percent (50 %) or more of the votes in such entity, is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.
"Term" shall mean the period of time six (6) months from the later of
(a) the Effective Date; or (b) the date the Licensed Software was
initially delivered to Licensee by Nokia. 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.
"Applications" shall mean Licensee's software products created using the Licensed Software which may include portions of the Licensed Software.
"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.
"Term" shall mean the period of time from the later of (a) the Effective Date; or (b) the date the Licensed Software was initially delivered to Licensee by Nokia until thirty (30) days after Nokia's next beta or commercial release of a version of the Licensed Software with the same major and minor version number as the Licensed Software. 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. Notwithstanding the foregoing, in no event shall the term exceed six (6) months from the date Nokia initially delivered the Licensed Software to Licensee.
"Party" or "Parties" shall mean Licensee and/or Nokia.
"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.
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.
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
evaluating and testing the Licensed Software during the Term.
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 testing 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.
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.
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
4.3 Support
Nokia has no obligation to furnish Licensee with any technical support
whatsoever. Any such support is subject to separate agreement between
the Parties.
Nokia has no obligation to furnish Licensee with maintenance, technical support or updates for the Licensed Software provided under this Agreement. However, Nokia may, in its sole discretion, provide further pre-release versions, technical support, updates and/or supplements of the Licensed Software and/or related information ("Support and Updates") to Licensee hereunder, in which case Support and Updates shall also be deemed to be included in the Licensed Software and therefore governed by the terms of this Agreement, unless other terms of use are provided by Nokia with such Support and Updates.
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.
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, however Applications may be distributed within Licensee's organization for testing purposes. 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.
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.
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.
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 8, this Section 8 shall be
controlling over the terms of the Non-Disclosure Agreement.
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 8, this Section 8 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.
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.
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.
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.
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 8. 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.
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 8. 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.,
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 governed by and construed in accordance with the
federal laws of the United States of America and the internal laws of
the State of New York without given effect to any choice of law rule
that would result in the application of the laws of any other
jurisdiction. The United Nations Convention on Contracts for the
International Sale of Goods (CISG) shall not apply. Each Party (a)
hereby irrevocably submits itself to and consents to the jurisdiction of
the United States District Court for the Southern District of New York
(or if such court lacks jurisdiction, the state courts of the State of
New York) for the purposes of any action, claim, suit or proceeding
between the Parties in connection with any controversy, claim, or
dispute arising out of or relating to this Agreement; and (b) hereby
waives, and agrees not to assert by way of motion, as a defense or
otherwise, in any such action, claim, suit or proceeding, any claim that
is not personally subject to the jurisdiction of such court(s), that the
action, claim, suit or proceeding is brought in an inconvenient forum or
that the venue of the action, claim, suit or proceeding is improper.
Notwithstanding the foregoing, nothing in this Section 9.6 is intended
to, or shall be deemed to, constitute a submission or consent to, or
selection of, jurisdiction, forum or venue for any action for patent
infringement, whether or not such action relates to this Agreement.
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.
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.
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.
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TECHNOLOGY PREVIEW LICENSE AGREEMENT: Rest of the World
Agreement version 2.3
BETA VERSION LICENSE AGREEMENT
Agreement version 2.2"The Americas"
This Technology Preview License Agreement ("Agreement") is a legal
agreement between Nokia Corporation ("Nokia"), with its registered
office at Keilalahdentie 4, 02150 Espoo, Finland and you (either an
individual or a legal entity) ("Licensee") for the Licensed Software (as
defined below).
This Beta Version License Agreement ("Agreement") is a legal agreement between Nokia Inc. ("Nokia"), with its registered office at 6021 Connection Drive, Irving, TX 75039 and you (either an individual or a legal entity) ("Licensee") for the Licensed Software (as defined below).
1. DEFINITIONS
"Affiliate" of a Party shall mean an entity (i) which is directly or
indirectly controlling such Party; (ii) which is under the same direct
or indirect ownership or control as such Party; or (iii) which is
directly or indirectly owned or controlled by such Party. For these
purposes, an entity shall be treated as being controlled by another if
that other entity has fifty percent (50 %) or more of the votes in such
entity, is able to direct its affairs and/or to control the composition
of its board of directors or equivalent body.
"Affiliate" of a Party shall mean an entity (i) which is directly or indirectly controlling such Party; (ii) which is under the same direct or indirect ownership or control as such Party; or (iii) which is directly or indirectly owned or controlled by such Party. For these purposes, an entity shall be treated as being controlled by another if that other entity has fifty percent (50 %) or more of the votes in such entity, is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.
"Term" shall mean the period of time six (6) months from the later of
(a) the Effective Date; or (b) the date the Licensed Software was
initially delivered to Licensee by Nokia. 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.
"Applications" shall mean Licensee's software products created using the Licensed Software which may include portions of the Licensed Software.
"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.
"Term" shall mean the period of time from the later of (a) the Effective Date; or (b) the date the Licensed Software was initially delivered to Licensee by Nokia until thirty (30) days after Nokia's next beta or commercial release of a version of the Licensed Software with the same major and minor version number as the Licensed Software. 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. Notwithstanding the foregoing, in no event shall the term exceed six (6) months from the date Nokia initially delivered the Licensed Software to Licensee.
"Party" or "Parties" shall mean Licensee and/or Nokia.
"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.
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.
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
evaluating and testing the Licensed Software during the Term.
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 testing 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.
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.
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
4.3 Support
Nokia has no obligation to furnish Licensee with any technical support
whatsoever. Any such support is subject to separate agreement between
the Parties.
Nokia has no obligation to furnish Licensee with maintenance, technical support or updates for the Licensed Software provided under this Agreement. However, Nokia may, in its sole discretion, provide further pre-release versions, technical support, updates and/or supplements of the Licensed Software and/or related information ("Support and Updates") to Licensee hereunder, in which case Support and Updates shall also be deemed to be included in the Licensed Software and therefore governed by the terms of this Agreement, unless other terms of use are provided by Nokia with such Support and Updates.
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.
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, however Applications may be distributed within Licensee's organization for testing purposes. 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.
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.
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.
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 8, this Section 8 shall be
controlling over the terms of the Non-Disclosure Agreement.
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 8, this Section 8 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.
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.
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.
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.
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 8. 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