| 1 | EVALUATION LICENSE AGREEMENT
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| 2 | Agreement version 2.0
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| 3 |
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| 4 | This Evaluation License Agreement ("Agreement") is a legal agreement
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| 5 | between Nokia, Inc. ("Nokia"), with its registered office at 6021
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| 6 | Connection Drive, Irving, TX 75039, U.S.A. and you (either an
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| 7 | individual or a legal entity) ("Licensee") for the Licensed Software
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| 8 | (as defined below).
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| 9 |
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| 10 | 1. DEFINITIONS
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| 11 |
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| 12 | "Affiliate" of a Party shall mean an entity (i) which is directly or
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| 13 | indirectly controlling such Party; (ii) which is under the same direct
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| 14 | or indirect ownership or control as such Party; or (iii) which is
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| 15 | directly or indirectly owned or controlled by such Party. For these
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| 16 | purposes, an entity shall be treated as being controlled by another if
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| 17 | that other entity has fifty percent (50 %) or more of the votes in
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| 18 | such entity, is able to direct its affairs and/or to control the
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| 19 | composition of its board of directors or equivalent body.
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| 20 |
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| 21 | "Term" shall mean the period of time thirty (30) days from the later
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| 22 | of (a) the Effective Date; or (b) the date the Licensed Software was
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| 23 | initially delivered to Licensee by Nokia. If no specific Effective
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| 24 | Date is set forth in the Agreement, the Effective Date shall be deemed
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| 25 | to be the date the Licensed Software was initially delivered to
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| 26 | Licensee.
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| 27 |
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| 28 | "Licensed Software" shall mean the computer software, "online" or
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| 29 | electronic documentation, associated media and printed materials,
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| 30 | including the source code, example programs and the documentation
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| 31 | delivered by Nokia to Licensee in conjunction with this Agreement.
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| 32 |
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| 33 | "Party or Parties" shall mean Licensee and/or Nokia.
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| 34 |
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| 35 |
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| 36 | 2. OWNERSHIP
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| 37 |
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| 38 | The Licensed Software is protected by copyright laws and international
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| 39 | copyright treaties, as well as other intellectual property laws and
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| 40 | treaties. The Licensed Software is licensed, not sold.
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| 41 |
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| 42 | If Licensee provides any findings, proposals, suggestions or other
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| 43 | feedback ("Feedback") to Nokia regarding the Licensed Software, Nokia
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| 44 | shall own all right, title and interest including the intellectual
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| 45 | property rights in and to such Feedback, excluding however any
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| 46 | existing patent rights of Licensee. To the extent Licensee owns or
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| 47 | controls any patents for such Feedback Licensee hereby grants to Nokia
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| 48 | and its Affiliates, a worldwide, perpetual, non-transferable,
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| 49 | sublicensable, royalty-free license to (i) use, copy and modify
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| 50 | Feedback and to create derivative works thereof, (ii) to make (and
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| 51 | have made), use, import, sell, offer for sale, lease, dispose, offer
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| 52 | for disposal or otherwise exploit any products or services of Nokia
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| 53 | containing Feedback,, and (iii) sublicense all the foregoing rights to
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| 54 | third party licensees and customers of Nokia and/or its Affiliates.
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| 55 |
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| 56 |
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| 57 | 3. VALIDITY OF THE AGREEMENT
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| 58 |
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| 59 | By installing, copying, or otherwise using the Licensed Software,
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| 60 | Licensee agrees to be bound by the terms of this Agreement. If
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| 61 | Licensee does not agree to the terms of this Agreement, Licensee may
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| 62 | not install, copy, or otherwise use the Licensed Software. Upon
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| 63 | Licensee's acceptance of the terms and conditions of this Agreement,
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| 64 | Nokia grants Licensee the right to use the Licensed Software in the
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| 65 | manner provided below.
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| 66 |
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| 67 |
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| 68 | 4. LICENSES
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| 69 |
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| 70 | 4.1.Using and Copying
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| 71 |
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| 72 | Nokia grants to Licensee a non-exclusive, non-transferable,
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| 73 | time-limited license to use and copy the Licensed Software for sole
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| 74 | purpose of evaluating the Licensed Software during the Term.
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| 75 |
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| 76 | Licensee may install copies of the Licensed Software on an unlimited
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| 77 | number of computers provided that (a) if an individual, only such
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| 78 | individual; or (b) if a legal entity only its employees; use the
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| 79 | Licensed Software for the authorized purposes.
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| 80 |
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| 81 | 4.2. No Distribution or Modifications
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| 82 |
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| 83 | Licensee may not disclose, modify, sell, market, commercialise,
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| 84 | distribute, loan, rent, lease, or license the Licensed Software or any
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| 85 | copy of it or use the Licensed Software for any purpose that is not
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