1 TECHNOLOGY PREVIEW LICENSE AGREEMENT
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".
8 For individuals and/or legal entities not resident in The Americas, the
9 applicable licensing terms are specified under the heading "Technology
10 Preview License Agreement: Rest of the World".
13 TECHNOLOGY PREVIEW LICENSE AGREEMENT: The Americas
16 This Technology Preview License Agreement ("Agreement") is a legal
17 agreement between Nokia Inc. ("Nokia"), with its registered office at
18 102 Corporate Park Drive, White Plains, N.Y., U.S.A. 10604 and you (either an
19 individual or a legal entity) ("Licensee") for the Licensed Software (as
24 "Affiliate" of a Party shall mean an entity (i) which is directly or
25 indirectly controlling such Party; (ii) which is under the same direct
26 or indirect ownership or control as such Party; or (iii) which is
27 directly or indirectly owned or controlled by such Party. For these
28 purposes, an entity shall be treated as being controlled by another if
29 that other entity has fifty percent (50 %) or more of the votes in such
30 entity, is able to direct its affairs and/or to control the composition
31 of its board of directors or equivalent body.
33 "Applications" shall mean Licensee's software products created using the
34 Licensed Software which may include portions of the Licensed Software.
36 "Term" shall mean the period of time six (6) months from the later of
37 (a) the Effective Date; or (b) the date the Licensed Software was
38 initially delivered to Licensee by Nokia. If no specific Effective Date
39 is set forth in the Agreement, the Effective Date shall be deemed to be
40 the date the Licensed Software was initially delivered to Licensee.
42 "Licensed Software" shall mean the computer software, "online" or
43 electronic documentation, associated media and printed materials,
44 including the source code, example programs and the documentation
45 delivered by Nokia to Licensee in conjunction with this Agreement.
47 "Party" or "Parties" shall mean Licensee and/or Nokia.
52 The Licensed Software is protected by copyright laws and international
53 copyright treaties, as well as other intellectual property laws and
54 treaties. The Licensed Software is licensed, not sold.
56 If Licensee provides any findings, proposals, suggestions or other
57 feedback ("Feedback") to Nokia regarding the Licensed Software, Nokia
58 shall own all right, title and interest including the intellectual
59 property rights in and to such Feedback, excluding however any existing
60 patent rights of Licensee. To the extent Licensee owns or controls any
61 patents for such Feedback Licensee hereby grants to Nokia and its
62 Affiliates, a worldwide, perpetual, non-transferable, sublicensable,
63 royalty-free license to (i) use, copy and modify Feedback and to create
64 derivative works thereof, (ii) to make (and have made), use, import,
65 sell, offer for sale, lease, dispose, offer for disposal or otherwise
66 exploit any products or services of Nokia containing Feedback,, and
67 (iii) sublicense all the foregoing rights to third party licensees and
68 customers of Nokia and/or its Affiliates.
71 3. VALIDITY OF THE AGREEMENT
73 By installing, copying, or otherwise using the Licensed Software,
74 Licensee agrees to be bound by the terms of this Agreement. If Licensee
75 does not agree to the terms of this Agreement, Licensee may not install,
76 copy, or otherwise use the Licensed Software. Upon Licensee's acceptance
77 of the terms and conditions of this Agreement, Nokia grants Licensee the
78 right to use the Licensed Software in the manner provided below.
83 4.1. Using and Copying
85 Nokia grants to Licensee a non-exclusive, non-transferable, time-limited
86 license to use and copy the Licensed Software for sole purpose of
87 designing, developing and testing Applications, and evaluating and the
88 Licensed Software during the Term.
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.
95 4.2 No Distribution or Modifications
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.
105 4.3 No Technical Support
107 Nokia has no obligation to furnish Licensee with any technical support
108 whatsoever. Any such support is subject to separate agreement between
113 The Licensed Software contains pre-release code that is not at the level
114 of performance and compatibility of a final, generally available,
115 product offering. The Licensed Software may not operate correctly and
116 may be substantially modified prior to the first commercial product
117 release, if any. Nokia is not obligated to make this or any later
118 version of the Licensed Software commercially available. The License
119 Software is "Not for Commercial Use" and may only be used for the
120 purposes described in Section 4. The Licensed Software may not be used
121 in a live operating environment where it may be relied upon to perform
122 in the same manner as a commercially released product or with data that
123 has not been sufficiently backed up.
125 6. THIRD PARTY SOFTWARE
127 The Licensed Software may provide links to third party libraries or code
128 (collectively "Third Party Software") to implement various functions.
129 Third Party Software does not comprise part of the Licensed Software. In
130 some cases, access to Third Party Software may be included along with
131 the Licensed Software delivery as a convenience for development and
132 testing only. Such source code and libraries may be listed in the
133 ".../src/3rdparty" source tree delivered with the Licensed Software or
134 documented in the Licensed Software where the Third Party Software is
135 used, as may be amended from time to time, do not comprise the Licensed
136 Software. Licensee acknowledges (1) that some part of Third Party
137 Software may require additional licensing of copyright and patents from
138 the owners of such, and (2) that distribution of any of the Licensed
139 Software referencing any portion of a Third Party Software may require
140 appropriate licensing from such third parties.
143 7. LIMITED WARRANTY AND WARRANTY DISCLAIMER
145 The Licensed Software is licensed to Licensee "as is". To the maximum
146 extent permitted by applicable law, Nokia on behalf of itself and its
147 suppliers, disclaims all warranties and conditions, either express or
148 implied, including, but not limited to, implied warranties of
149 merchantability, fitness for a particular purpose, title and
150 non-infringement with regard to the Licensed Software.
153 8. LIMITATION OF LIABILITY
155 If, Nokia's warranty disclaimer notwithstanding, Nokia is held liable to
156 Licensee, whether in contract, tort or any other legal theory, based on
157 the Licensed Software, Nokia's entire liability to Licensee and
158 Licensee's exclusive remedy shall be, at Nokia's option, either (A)
159 return of the price Licensee paid for the Licensed Software, or (B)
160 repair or replacement of the Licensed Software, provided Licensee
161 returns to Nokia all copies of the Licensed Software as originally
162 delivered to Licensee. Nokia shall not under any circumstances be liable
163 to Licensee based on failure of the Licensed Software if the failure
164 resulted from accident, abuse or misapplication, nor shall Nokia under
165 any circumstances be liable for special damages, punitive or exemplary
166 damages, damages for loss of profits or interruption of business or for
167 loss or corruption of data. Any award of damages from Nokia to Licensee
168 shall not exceed the total amount Licensee has paid to Nokia in
169 connection with this Agreement.
174 Each party acknowledges that during the Term of this Agreement it shall
175 have access to information about the other party's business, business
176 methods, business plans, customers, business relations, technology, and
177 other information, including the terms of this Agreement, that is
178 confidential and of great value to the other party, and the value of
179 which would be significantly reduced if disclosed to third parties (the
180 "Confidential Information"). Accordingly, when a party (the "Receiving
181 Party") receives Confidential Information from another party (the
182 "Disclosing Party"), the Receiving Party shall, and shall obligate its
183 employees and agents and employees and agents of its Affiliates to: (i)
184 maintain the Confidential Information in strict confidence; (ii) not
185 disclose the Confidential Information to a third party without the
186 Disclosing Party's prior written approval; and (iii) not, directly or
187 indirectly, use the Confidential Information for any purpose other than
188 for exercising its rights and fulfilling its responsibilities pursuant
189 to this Agreement. Each party shall take reasonable measures to protect
190 the Confidential Information of the other party, which measures shall
191 not be less than the measures taken by such party to protect its own
192 confidential and proprietary information.
194 "Confidential Information" shall not include information that (a) is or
195 becomes generally known to the public through no act or omission of the
196 Receiving Party; (b) was in the Receiving Party's lawful possession
197 prior to the disclosure hereunder and was not subject to limitations on
198 disclosure or use; (c) is developed by the Receiving Party without
199 access to the Confidential Information of the Disclosing Party or by
200 persons who have not had access to the Confidential Information of the
201 Disclosing Party as proven by the written records of the Receiving
202 Party; (d) is lawfully disclosed to the Receiving Party without
203 restrictions, by a third party not under an obligation of
204 confidentiality; or (e) the Receiving Party is legally compelled to
205 disclose the information, in which case the Receiving Party shall assert
206 the privileged and confidential nature of the information and cooperate
207 fully with the Disclosing Party to protect against and prevent
208 disclosure of any Confidential Information and to limit the scope of
209 disclosure and the dissemination of disclosed Confidential Information
210 by all legally available means.
212 The obligations of the Receiving Party under this Section shall continue
213 during the Initial Term and for a period of five (5) years after
214 expiration or termination of this Agreement. To the extent that the
215 terms of the Non-Disclosure Agreement between Nokia and Licensee
216 conflict with the terms of this Section 9, this Section 9 shall be
217 controlling over the terms of the Non-Disclosure Agreement.
220 10. GENERAL PROVISIONS
224 Licensee shall not be entitled to assign or transfer all or any of its
225 rights, benefits and obligations under this Agreement without the prior
226 written consent of Nokia, which shall not be unreasonably withheld.
230 Nokia may terminate the Agreement at any time immediately upon written
231 notice by Nokia to Licensee if Licensee breaches this Agreement.
233 Upon termination of this Agreement, Licensee shall return to Nokia all
234 copies of Licensed Software that were supplied by Nokia. All other
235 copies of Licensed Software in the possession or control of Licensee
236 must be erased or destroyed. An officer of Licensee must promptly
237 deliver to Nokia a written confirmation that this has occurred.
239 10.3 Surviving Sections
241 Any terms and conditions that by their nature or otherwise reasonably
242 should survive a cancellation or termination of this Agreement shall
243 also be deemed to survive. Such terms and conditions include, but are
244 not limited to the following Sections: 2, 5, 6, 7, 8, 9, 10.2, 10.3, 10.4,
245 10.5, 10.6, 10.7, and 10.8 of this Agreement.
247 10.4 Entire Agreement
249 This Agreement constitutes the complete agreement between the parties
250 and supersedes all prior or contemporaneous discussions,
251 representations, and proposals, written or oral, with respect to the
252 subject matters discussed herein, with the exception of the
253 non-disclosure agreement executed by the parties in connection with this
254 Agreement ("Non-Disclosure Agreement"), if any, shall be subject to
255 Section 9. No modification of this Agreement shall be effective unless
256 contained in a writing executed by an authorized representative of each
257 party. No term or condition contained in Licensee's purchase order shall
258 apply unless expressly accepted by Nokia in writing. If any provision of
259 the Agreement is found void or unenforceable, the remainder shall remain
260 valid and enforceable according to its terms. If any remedy provided is
261 determined to have failed for its essential purpose, all limitations of
262 liability and exclusions of damages set forth in this Agreement shall
267 Licensee acknowledges that the Licensed Software may be subject to
268 export control restrictions of various countries. Licensee shall fully
269 comply with all applicable export license restrictions and requirements
270 as well as with all laws and regulations relating to the importation of
271 the Licensed Software and shall procure all necessary governmental
272 authorizations, including without limitation, all necessary licenses,
273 approvals, permissions or consents, where necessary for the
274 re-exportation of the Licensed Software.,
276 10.6 Governing Law and Legal Venue
278 This Agreement shall be governed by and construed in accordance with the
279 federal laws of the United States of America and the internal laws of
280 the State of New York without given effect to any choice of law rule
281 that would result in the application of the laws of any other
282 jurisdiction. The United Nations Convention on Contracts for the
283 International Sale of Goods (CISG) shall not apply. Each Party (a)
284 hereby irrevocably submits itself to and consents to the jurisdiction of
285 the United States District Court for the Southern District of New York
286 (or if such court lacks jurisdiction, the state courts of the State of
287 New York) for the purposes of any action, claim, suit or proceeding
288 between the Parties in connection with any controversy, claim, or
289 dispute arising out of or relating to this Agreement; and (b) hereby
290 waives, and agrees not to assert by way of motion, as a defense or
291 otherwise, in any such action, claim, suit or proceeding, any claim that
292 is not personally subject to the jurisdiction of such court(s), that the
293 action, claim, suit or proceeding is brought in an inconvenient forum or
294 that the venue of the action, claim, suit or proceeding is improper.
295 Notwithstanding the foregoing, nothing in this Section 9.6 is intended
296 to, or shall be deemed to, constitute a submission or consent to, or
297 selection of, jurisdiction, forum or venue for any action for patent
298 infringement, whether or not such action relates to this Agreement.
300 10.7 No Implied License
302 There are no implied licenses or other implied rights granted under this
303 Agreement, and all rights, save for those expressly granted hereunder,
304 shall remain with Nokia and its licensors. In addition, no licenses or
305 immunities are granted to the combination of the Licensed Software with
306 any other software or hardware not delivered by Nokia under this
309 10.8 Government End Users
311 A "U.S. Government End User" shall mean any agency or entity of the
312 government of the United States. The following shall apply if Licensee
313 is a U.S. Government End User. The Licensed Software is a "commercial
314 item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995),
315 consisting of "commercial computer software" and "commercial computer
316 software documentation," as such terms are used in 48 C.F.R. 12.212
317 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1
318 through 227.7202-4 (June 1995), all U.S. Government End Users acquire
319 the Licensed Software with only those rights set forth herein. The
320 Licensed Software (including related documentation) is provided to U.S.
321 Government End Users: (a) only as a commercial end item; and (b) only
322 pursuant to this Agreement.
328 TECHNOLOGY PREVIEW LICENSE AGREEMENT: Rest of the World
329 Agreement version 2.4
331 This Technology Preview License Agreement ("Agreement") is a legal
332 agreement between Nokia Corporation ("Nokia"), with its registered
333 office at Keilalahdentie 4, 02150 Espoo, Finland and you (either an
334 individual or a legal entity) ("Licensee") for the Licensed Software (as
339 "Affiliate" of a Party shall mean an entity (i) which is directly or
340 indirectly controlling such Party; (ii) which is under the same direct
341 or indirect ownership or control as such Party; or (iii) which is
342 directly or indirectly owned or controlled by such Party. For these
343 purposes, an entity shall be treated as being controlled by another if
344 that other entity has fifty percent (50 %) or more of the votes in such
345 entity, is able to direct its affairs and/or to control the composition
346 of its board of directors or equivalent body.
348 "Applications" shall mean Licensee's software products created using the
349 Licensed Software which may include portions of the Licensed Software.
351 "Term" shall mean the period of time six (6) months from the later of
352 (a) the Effective Date; or (b) the date the Licensed Software was
353 initially delivered to Licensee by Nokia. If no specific Effective Date
354 is set forth in the Agreement, the Effective Date shall be deemed to be
355 the date the Licensed Software was initially delivered to Licensee.
357 "Licensed Software" shall mean the computer software, "online" or
358 electronic documentation, associated media and printed materials,
359 including the source code, example programs and the documentation
360 delivered by Nokia to Licensee in conjunction with this Agreement.
362 "Party" or "Parties" shall mean Licensee and/or Nokia.
367 The Licensed Software is protected by copyright laws and international
368 copyright treaties, as well as other intellectual property laws and
369 treaties. The Licensed Software is licensed, not sold.
371 If Licensee provides any findings, proposals, suggestions or other
372 feedback ("Feedback") to Nokia regarding the Licensed Software, Nokia
373 shall own all right, title and interest including the intellectual
374 property rights in and to such Feedback, excluding however any existing
375 patent rights of Licensee. To the extent Licensee owns or controls any
376 patents for such Feedback Licensee hereby grants to Nokia and its
377 Affiliates, a worldwide, perpetual, non-transferable, sublicensable,
378 royalty-free license to (i) use, copy and modify Feedback and to create
379 derivative works thereof, (ii) to make (and have made), use, import,
380 sell, offer for sale, lease, dispose, offer for disposal or otherwise
381 exploit any products or services of Nokia containing Feedback,, and
382 (iii) sublicense all the foregoing rights to third party licensees and
383 customers of Nokia and/or its Affiliates.
385 3. VALIDITY OF THE AGREEMENT
387 By installing, copying, or otherwise using the Licensed Software,
388 Licensee agrees to be bound by the terms of this Agreement. If Licensee
389 does not agree to the terms of this Agreement, Licensee may not install,
390 copy, or otherwise use the Licensed Software. Upon Licensee's acceptance
391 of the terms and conditions of this Agreement, Nokia grants Licensee the
392 right to use the Licensed Software in the manner provided below.
397 4.1. Using and Copying
399 Nokia grants to Licensee a non-exclusive, non-transferable, time-limited
400 license to use and copy the Licensed Software for sole purpose of
401 designing, developing and testing Applications, and evaluating and the
402 Licensed Software during the Term.
404 Licensee may install copies of the Licensed Software on an unlimited
405 number of computers provided that (a) if an individual, only such
406 individual; or (b) if a legal entity only its employees; use the
407 Licensed Software for the authorized purposes.
409 4.2 No Distribution or Modifications
411 Licensee may not disclose, modify, sell, market, commercialise,
412 distribute, loan, rent, lease, or license the Licensed Software or any
413 copy of it or use the Licensed Software for any purpose that is not
414 expressly granted in this Section 4. Licensee may not alter or remove
415 any details of ownership, copyright, trademark or other property right
416 connected with the Licensed Software. Licensee may not distribute any
417 software statically or dynamically linked with the Licensed Software.
419 4.3 No Technical Support
421 Nokia has no obligation to furnish Licensee with any technical support
422 whatsoever. Any such support is subject to separate agreement between
428 The Licensed Software contains pre-release code that is not at the level
429 of performance and compatibility of a final, generally available,
430 product offering. The Licensed Software may not operate correctly and
431 may be substantially modified prior to the first commercial product
432 release, if any. Nokia is not obligated to make this or any later
433 version of the Licensed Software commercially available. The License
434 Software is "Not for Commercial Use" and may only be used for the
435 purposes described in Section 4. The Licensed Software may not be used
436 in a live operating environment where it may be relied upon to perform
437 in the same manner as a commercially released product or with data that
438 has not been sufficiently backed up.
440 6. THIRD PARTY SOFTWARE
442 The Licensed Software may provide links to third party libraries or code
443 (collectively "Third Party Software") to implement various functions.
444 Third Party Software does not comprise part of the Licensed Software. In
445 some cases, access to Third Party Software may be included along with
446 the Licensed Software delivery as a convenience for development and
447 testing only. Such source code and libraries may be listed in the
448 ".../src/3rdparty" source tree delivered with the Licensed Software or
449 documented in the Licensed Software where the Third Party Software is
450 used, as may be amended from time to time, do not comprise the Licensed
451 Software. Licensee acknowledges (1) that some part of Third Party
452 Software may require additional licensing of copyright and patents from
453 the owners of such, and (2) that distribution of any of the Licensed
454 Software referencing any portion of a Third Party Software may require
455 appropriate licensing from such third parties.
458 7. LIMITED WARRANTY AND WARRANTY DISCLAIMER
460 The Licensed Software is licensed to Licensee "as is". To the maximum
461 extent permitted by applicable law, Nokia on behalf of itself and its
462 suppliers, disclaims all warranties and conditions, either express or
463 implied, including, but not limited to, implied warranties of
464 merchantability, fitness for a particular purpose, title and
465 non-infringement with regard to the Licensed Software.
468 8. LIMITATION OF LIABILITY
470 If, Nokia's warranty disclaimer notwithstanding, Nokia is held liable to
471 Licensee, whether in contract, tort or any other legal theory, based on
472 the Licensed Software, Nokia's entire liability to Licensee and
473 Licensee's exclusive remedy shall be, at Nokia's option, either (A)
474 return of the price Licensee paid for the Licensed Software, or (B)
475 repair or replacement of the Licensed Software, provided Licensee
476 returns to Nokia all copies of the Licensed Software as originally
477 delivered to Licensee. Nokia shall not under any circumstances be liable
478 to Licensee based on failure of the Licensed Software if the failure
479 resulted from accident, abuse or misapplication, nor shall Nokia under
480 any circumstances be liable for special damages, punitive or exemplary
481 damages, damages for loss of profits or interruption of business or for
482 loss or corruption of data. Any award of damages from Nokia to Licensee
483 shall not exceed the total amount Licensee has paid to Nokia in
484 connection with this Agreement.
489 Each party acknowledges that during the Term of this Agreement it shall
490 have access to information about the other party's business, business
491 methods, business plans, customers, business relations, technology, and
492 other information, including the terms of this Agreement, that is
493 confidential and of great value to the other party, and the value of
494 which would be significantly reduced if disclosed to third parties (the
495 "Confidential Information"). Accordingly, when a party (the "Receiving
496 Party") receives Confidential Information from another party (the
497 "Disclosing Party"), the Receiving Party shall, and shall obligate its
498 employees and agents and employees and agents of its Affiliates to: (i)
499 maintain the Confidential Information in strict confidence; (ii) not
500 disclose the Confidential Information to a third party without the
501 Disclosing Party's prior written approval; and (iii) not, directly or
502 indirectly, use the Confidential Information for any purpose other than
503 for exercising its rights and fulfilling its responsibilities pursuant
504 to this Agreement. Each party shall take reasonable measures to protect
505 the Confidential Information of the other party, which measures shall
506 not be less than the measures taken by such party to protect its own
507 confidential and proprietary information.
509 "Confidential Information" shall not include information that (a) is or
510 becomes generally known to the public through no act or omission of the
511 Receiving Party; (b) was in the Receiving Party's lawful possession
512 prior to the disclosure hereunder and was not subject to limitations on
513 disclosure or use; (c) is developed by the Receiving Party without
514 access to the Confidential Information of the Disclosing Party or by
515 persons who have not had access to the Confidential Information of the
516 Disclosing Party as proven by the written records of the Receiving
517 Party; (d) is lawfully disclosed to the Receiving Party without
518 restrictions, by a third party not under an obligation of
519 confidentiality; or (e) the Receiving Party is legally compelled to
520 disclose the information, in which case the Receiving Party shall assert
521 the privileged and confidential nature of the information and cooperate
522 fully with the Disclosing Party to protect against and prevent
523 disclosure of any Confidential Information and to limit the scope of
524 disclosure and the dissemination of disclosed Confidential Information
525 by all legally available means.
527 The obligations of the Receiving Party under this Section shall continue
528 during the Initial Term and for a period of five (5) years after
529 expiration or termination of this Agreement. To the extent that the
530 terms of the Non-Disclosure Agreement between Nokia and Licensee
531 conflict with the terms of this Section 9, this Section 9 shall be
532 controlling over the terms of the Non-Disclosure Agreement.
535 10. GENERAL PROVISIONS
539 Licensee shall not be entitled to assign or transfer all or any of its
540 rights, benefits and obligations under this Agreement without the prior
541 written consent of Nokia, which shall not be unreasonably withheld.
545 Nokia may terminate the Agreement at any time immediately upon written
546 notice by Nokia to Licensee if Licensee breaches this Agreement.
548 Upon termination of this Agreement, Licensee shall return to Nokia all
549 copies of Licensed Software that were supplied by Nokia. All other
550 copies of Licensed Software in the possession or control of Licensee
551 must be erased or destroyed. An officer of Licensee must promptly
552 deliver to Nokia a written confirmation that this has occurred.
554 10.3 Surviving Sections
556 Any terms and conditions that by their nature or otherwise reasonably
557 should survive a cancellation or termination of this Agreement shall
558 also be deemed to survive. Such terms and conditions include, but are
559 not limited to the following Sections: 2, 5, 6, 7, 8, 9, 10.2, 10.3, 10.4,
560 10.5, 10.6, 10.7, and 10.8 of this Agreement.
562 10.4 Entire Agreement
564 This Agreement constitutes the complete agreement between the parties
565 and supersedes all prior or contemporaneous discussions,
566 representations, and proposals, written or oral, with respect to the
567 subject matters discussed herein, with the exception of the
568 non-disclosure agreement executed by the parties in connection with this
569 Agreement ("Non-Disclosure Agreement"), if any, shall be subject to
570 Section 9. No modification of this Agreement shall be effective unless
571 contained in a writing executed by an authorized representative of each
572 party. No term or condition contained in Licensee's purchase order shall
573 apply unless expressly accepted by Nokia in writing. If any provision of
574 the Agreement is found void or unenforceable, the remainder shall remain
575 valid and enforceable according to its terms. If any remedy provided is
576 determined to have failed for its essential purpose, all limitations of
577 liability and exclusions of damages set forth in this Agreement shall
582 Licensee acknowledges that the Licensed Software may be subject to
583 export control restrictions of various countries. Licensee shall fully
584 comply with all applicable export license restrictions and requirements
585 as well as with all laws and regulations relating to the importation of
586 the Licensed Software and shall procure all necessary governmental
587 authorizations, including without limitation, all necessary licenses,
588 approvals, permissions or consents, where necessary for the
589 re-exportation of the Licensed Software.,
591 10.6 Governing Law and Legal Venue
593 This Agreement shall be construed and interpreted in accordance with the
594 laws of Finland, excluding its choice of law provisions. Any disputes
595 arising out of or relating to this Agreement shall be resolved in
596 arbitration under the Rules of Arbitration of the Chamber of Commerce of
597 Helsinki, Finland. The arbitration tribunal shall consist of one (1), or
598 if either Party so requires, of three (3), arbitrators. The award shall
599 be final and binding and enforceable in any court of competent
600 jurisdiction. The arbitration shall be held in Helsinki, Finland and the
601 process shall be conducted in the English language.
603 10.7 No Implied License
605 There are no implied licenses or other implied rights granted under this
606 Agreement, and all rights, save for those expressly granted hereunder,
607 shall remain with Nokia and its licensors. In addition, no licenses or
608 immunities are granted to the combination of the Licensed Software with
609 any other software or hardware not delivered by Nokia under this
612 10.8 Government End Users
614 A "U.S. Government End User" shall mean any agency or entity of the
615 government of the United States. The following shall apply if Licensee
616 is a U.S. Government End User. The Licensed Software is a "commercial
617 item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995),
618 consisting of "commercial computer software" and "commercial computer
619 software documentation," as such terms are used in 48 C.F.R. 12.212
620 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1
621 through 227.7202-4 (June 1995), all U.S. Government End Users acquire
622 the Licensed Software with only those rights set forth herein. The
623 Licensed Software (including related documentation) is provided to U.S.
624 Government End Users: (a) only as a commercial end item; and (b) only
625 pursuant to this Agreement.