TERMS OF USE FOR NOKIA WEB CLIPS
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING OR USING THE TOOL. THESE
TERMS OF USE FOR NOKIA WEB CLIPS TOGETHER WITH THE PRIVACY POLICY OF THE RELATED WEBSITE
(COLLECTIVELY "Agreement") GOVERN YOUR USE OF THE TOOL AND CONSTITUTE AN AGREEMENT between You
(either an individual or an entity), and Nokia Corporation ("Nokia") WITH RESPECT TO THE TOOL. By clicking on the "Accept"
button or otherwise indicating your acceptance while ACCESSING and/or using the TOOL, You agree to the terms and
conditions of this Agreement AND TO the terms and conditions of OVI STORE PUBLISHER REGISTRATION AND
DISTRIBUTION AGREEMENT. If You do not agree to all of the terms and conditions, promptly DISCONTINUE the
REGISTRATION PROCESS AND EXIT THE TOOL. BY ACCESSING OR USING THE TOOL YOU (AND THE ENTITY ON
BEHALF OF WHICH YOU ARE ACTING) AGREE TO ALL OF THE ABOVE MENTIONED terms and conditions. IF YOU (OR
THE ENTITY ON BEHALF OF WHICH YOU ARE ACTING) DO NOT ACCEPT the terms and conditions YOU MAY NOT
ACCESS OR USE THE TOOL.
You acknowledge that the terms and conditions (including without limitation Your obligations and liabilities) relating to the
distribution of Applications through Nokia's Ovi Store service and the use of publisher account for Ovi Store shall be governed
by Ovi Store Publisher Registration and Distribution Agreement in addition to the terms and conditions of this Agreement. As
used in this Agreement, the term "Application" means one or more software programs, including all content and related
materials, developed by You in compliance with this Agreement using the Tool, including any bug fixes, updates, upgrades,
modifications, enhancements, supplements to, revisions, new releases and new versions of such software programs or
materials.
You acknowledge that the Tool may contain portions of software licensed by third party licensors and the use of such portions
may be subject to separate license terms. You shall be allowed to use those third party licensed portions that are provided
under separate license terms solely in accordance with such separate license terms.
1. TOOL
As used in this Agreement, the term "Tool" means, collectively: (i) the online application development tool available through the
website where You accessed this Agreement; (ii) the services related to the online application development tool above that are
available through the website where You accessed this Agreement; (iii) the website for the online application development tool
where You accessed this Agreement (iv) any technical or other specifications or documentation that Nokia may make available
or provide to You relating to or for use in connection with the online application development tool above ("Documentation"); (v)
the servers and related back end technology that are required for Applications to function and that may be otherwise supporting
the use of Applications; and (vi) updates, upgrades, modified versions, additions and copies of the Tool (collectively "Updates"),
if any, licensed to You by Nokia under this Agreement.
2. END USER RIGHTS AND USE
Nokia grants to You a limited, personal, non-exclusive, non-transferable end user right to use the Tool for the development and
distribution of Applications.
You must register for a Forum Nokia account in order to use the Tool. When You register, You will create a unique username
and password enabling You to access the Tool. You are personally responsible for any use of the Tool with Your username and
password and You shall not disclose Your username and password to any third party. You agree to take due care in protecting
Your username and password against misuse by others and promptly notify Nokia about any misuse.
The information You provide when registering for a Forum Nokia account may be used by Nokia to create You a separate
publisher account for Ovi Store. The publisher account for Ovi Store allows You to modify the Application that has been
submitted for distribution using the Tool and to redefine the distribution parameters (including without limitation selected
countries and price) You have chosen for such Application. Nokia will create You a publisher account for Ovi Store, if
necessary, after You submit Application for distribution using the Tool for the first time.
The use of publisher account for Ovi Store and related user name and password shall be governed by Ovi Store Publisher
Registration and Distribution Agreement. You acknowledge that the Ovi Store distribution parameter options for Applications
may be more limited (for example, fewer available price points) than for such applications have been developed without use of
the Tool.
You acknowledge that the use of the Tool or distribution of Applications may require licenses to third party patents and that
Nokia does not grant any licenses to such third party patents under this Agreement to You.
No patent licenses to any patents of Nokia and/or its affiliates are granted under this Agreement.
3. LIMITATIONS ON END USER RIGHTS
You may not copy, distribute, or make derivative works of the Tool. You may use the Tool and distribute Applications only as
follows:
(a) You agree to provide truthful and complete information when registering for a Forum Nokia account and to keep that
information updated;
(b) You may use the Tool solely for developing Applications that are compatible with products that are manufactured by or on
behalf of Nokia. You are not allowed to develop any Application that does not operate in a Nokia product;
(c) You may use the Tool solely for developing Applications that are distributed through Nokia's Ovi Store service. You are not
allowed to distribute any Application through any service or channel outside Ovi Store;
(d) You may use the Tool to submit solely such Applications for which You have full authority and all necessary rights,
licenses' and permissions' required for distribution through Ovi Store service;
(e) You may not use the Tool to submit for distribution any Application that includes or allows access to such content (including
without limitation any advertising) that is prohibited by Ovi Store Publisher Registration and Distribution Agreement;
(f)You may not reverse engineer, reverse compile, disassemble, or otherwise attempt to discover the source code of the Tool or
Application (except to the extent that this restriction is expressly prohibited by law) or create derivative works based on the Tool
or Application;
(g) You agree that You shall only use the Tool in a manner that complies with all applicable laws in the jurisdiction in which You
use the Tool, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights; and
(h) You may include advertising in Applications by concluding a separate agreement regarding provision of advertising to
Applications either with Nokia or with a third party identified in the Tool by Nokia ("Approved Third Party"). You acknowledge
that the terms and conditions (including without limitation liabilities regarding the advertising and revenue share arrangements)
relating to such advertising in Applications shall be fully governed by a separate agreement between You and Nokia or You and
Approved Third Party, as applicable. Any such agreement between You and Approved Third Party shall be solely between You
and applicable Approved Third Party and will not subject Nokia to any responsibility or liability. Under this Agreement, You are
permitted to keep the revenue for advertising served within Applications, but You agree to work in good faith with Nokia to
explore other advertising revenue share arrangements and/or advertising solutions upon reasonable advance notice from Nokia.
Nokia may decide to discontinue permitting provision of advertising in any Application at any time in Nokia's sole discretion.
4. INTELLECTUAL PROPERTY RIGHTS
The Tool and all rights, without limitation including title and intellectual property rights therein and related to the software code
and content that is provided and included by the Tool to Applications, are owned by Nokia, its affiliates and/or its licensors and
are protected by international treaty provisions and all other applicable national laws of the country in which it is being used. The
structure, organization, and code of the Tool are valuable trade secrets and confidential information of Nokia, its affiliates and/or
its licensors. You must not use the Tool or distribute Applications, except as set forth in clause 3 (Limitations on End User
Rights). You acknowledge that Nokia may promote Ovi Store service and any application available through Ovi Store in
Applications.
In addition to such standard part of each Application that is software code provided and included by the Tool, each Application
may include trademarks and other materials and allow access to content provided and included by You or by Approved Third
Party ("Your Contribution"). Nokia does not claim ownership in Your Contribution and Your use of the Tool does not transfer
ownership rights in Your Contribution to Nokia.
Furthermore, Nokia may collect or have collected usage and distribution statistics in connection with the Tool and/or
Applications, including but not limited to, information about how Applications, compatible devices and the Tool are being used.
Such information shall be owned by Nokia.
5. CONFIDENTIALITY
You agree that all information disclosed by Nokia to You that relates to the Tool (including without limitation usage and
distribution statistics collected by Nokia that may be disclosed to You), Nokia's products, designs, business plans, business
opportunities, finances, research, development, know-how, personnel, or third-party confidential information, will be considered
and referred to collectively as "Confidential Information." Confidential Information, however, does not include: (a) information
that Nokia makes generally available to the public; (b) information that You can demonstrate to have had rightfully in Your
possession prior to disclosure to You by Nokia; (c) information that is independently developed by You without the use of any
Confidential Information; or (d) information that You rightfully obtain from a third party who has been given the right to transfer or
disclose it by Nokia. You agree not to disclose, publish, or disseminate Confidential Information to any third party without
Nokia's prior written approval. You further agree to take reasonable precautions to prevent any unauthorized use, disclosure,
publication, or dissemination of Confidential Information. You agree not to use Confidential Information otherwise for Your own
or any third party's benefit without the prior written approval of an authorized representative of Nokia in each instance.
You further agree that despite of any other confidentiality agreements You may have between You and Nokia, Nokia will not be
responsible for keeping confidential any information You provide to Nokia through the use of the Tool.
6. AVAILABILITY
Nokia reserves the right, in its sole discretion, to change, improve and correct the Tool from time to time. The Tool may not be
available during maintenance breaks and other times. Nokia may also decide to discontinue offering the Tool or any part thereof
in its sole discretion. In such case You will be provided a prior notification and Nokia may terminate this Agreement with
immediate effect after such notification.
7. SUPPORT AND MAINTENANCE
Nokia has no obligation to furnish You with technical or other support unless separately agreed in writing between You and
Nokia. In case of such support given by Nokia You understand and agree that the support has been given on "as is" and "as
available" basis and Nokia will have no obligations or liabilities related to such support.
Nokia may provide You with Updates that are considered as important or critical by Nokia, and in such case You may not
continue using the previous version of the Tool and the use of the previous version of the Tool may be prevented.
8. FEEDBACK
By submitting feedback to Nokia related to the Tool or Applications You grant Nokia a worldwide non-exclusive, assignable, fully
paid, royalty-free, perpetual and irrevocable license to use, copy, publicly perform, display, distribute and modify such feedback,
and to prepare derivative works thereof, and incorporate such feedback into other works and products as well as sublicense the
same.
9. COMMENCEMENT AND TERMINATION
This Agreement is effective from the first date You agree to the terms and conditions of this Agreement. You may terminate this
Agreement at any time by discontinuing Your use of the Tool and distribution of Applications and by notifying Nokia in writing of
the same. Your end user rights automatically and immediately terminate without notice from Nokia if You fail to comply with any
provision of this Agreement. In such an event, You must immediately discontinue Your use of the Tool, distribution of
Applications and notify Nokia in writing of the same. In addition, Nokia may terminate this Agreement at its sole discretion by
thirty (30) days prior written notice (including without limitation by e-mail to You).
10. NO WARRANTIES
YOU ACKNOWLEDGE THAT THE TOOL IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NEITHER NOKIA, ITS AFFILIATES OR ITS
LICENSORS, NOR THE COPYRIGHT HOLDERS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF AVAILABILITY, MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OR THAT THE TOOL OR APPLICATIONS DEVELOPED USING THE TOOL WILL NOT
INFRINGE ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER RIGHTS. THERE IS NO WARRANTY
BY NOKIA OR BY ANY OTHER PARTY THAT THE FUNCTIONS CONTAINED IN THE TOOL OR APPLICATIONS
DEVELOPED USING THE TOOL WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE TOOL OR
APPLICATIONS DEVELOPED USING THE TOOL WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ASSUME ALL
RESPONSIBILITY AND RISK FOR THE SELECTION OF THE TOOL TO ACHIEVE YOUR INTENDED RESULTS AND FOR
THE INSTALLATION, USE, AND RESULTS OBTAINED FROM IT.
11. NO OTHER OBLIGATIONS
This Agreement creates no obligations on the part of Nokia other than as specifically set forth herein.
12. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NOKIA, ITS AFFILIATES, ITS
EMPLOYEES OR LICENSORS BE LIABLE FOR ANY LOST PROFITS, REVENUE, SALES, DATA, OR COSTS OF
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PROPERTY DAMAGE, PERSONAL INJURY, INTERRUPTION
OF BUSINESS, LOSS OF BUSINESS INFORMATION, OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL,
ECONOMIC, COVER, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER
ARISING UNDER CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY OF LIABILITY ARISING OUT OF THE USE OF
OR INABILITY TO USE THE TOOL OR APPLICATIONS DEVELOPED USING THE TOOL, EVEN IF NOKIA, ITS AFFILIATES
OR ITS LICENSORS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME
COUNTRIES/STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY, BUT MAY ALLOW LIABILITY TO
BE LIMITED, IN SUCH CASES, NOKIA'S, ITS AFFILIATES', ITS EMPLOYEES' AND LICENSORS' LIABILITY SHALL BE
LIMITED TO U.S. $50. Nothing contained in this Agreement shall prejudice the statutory rights of any party dealing as a
consumer. Nothing contained in this Agreement limits Nokia's liability to You in the event of death or personal injury resulting
from Nokia's negligence. Nokia is acting on behalf of its affiliates, its employees and licensors for the purpose of disclaiming,
excluding, and/or restricting obligations, warranties, and liability as provided in this clause 12, but in no other respects and for no
other purpose.
13. INDEMNITY
You shall defend, indemnify and hold Nokia, its affiliates and its licensors harmless against any claims, damages, liabilities,
losses, costs, suits or expenditures incurred by Nokia, its affiliates, or licensors resulting from or or arising out of Your breach of
this Agreement.
14. EXPORT CONTROL
The Tool, including technical data, includes cryptographic software subject to export controls under the U.S. Export
Administration Regulations ("EAR") and may be subject to import or export controls in other countries. The EAR prohibits the
use of the Tool and technical data by a Government End User, as defined hereafter, without a license from the U.S.
government. A Government End User is defined in Part 772 of the EAR as "any foreign central, regional, or local government
department, agency, or other entity performing governmental functions; including governmental research institutions,
governmental corporations, or their separate business units (as defined in part 772 of the EAR) which are engaged in the
manufacture or distribution of items or services controlled on the Wassenaar Munitions List, and international governmental
organizations. This term does not include: utilities (telecommunications companies and Internet service providers; banks and
financial institutions; transportation; broadcast or entertainment; educational organizations; civil health and medical
organizations; retail or wholesale firms; and manufacturing or industrial entities not engaged in the manufacture or distribution of
items or services controlled on the Wassenaar Munitions List.)" You agree to strictly comply with all applicable import and export
regulations and acknowledge that You have the responsibility to obtain licenses to export, re-export, transfer, or import the Tool.
You further represent that You are not a Government End User as defined above, and You will not transfer the Tool to any
Government End User without a license.
15. NOTICES
All notices and return of the Tool should be delivered to:
NOKIA CORPORATION
P.O. Box 100
FIN-00045 NOKIA GROUP
FINLAND
16. APPLICABLE LAW
This Agreement is governed by the laws of Finland. All disputes arising from or relating to this Agreement shall be settled by a
single arbitrator appointed by the Central Chamber of Commerce of Finland. The arbitration procedure shall take place in
Helsinki, Finland, in the English language.
17. ENTIRE AGREEMENT, CHANGES TO THIS AGREEMENT
This is the entire agreement between Nokia and You relating to the Tool, and it supersedes any prior representations,
discussions, undertakings, end-user agreements, communications, or advertising relating to the Tool. Nokia reserves the right to
modify or amend this Agreement at any time without prior notice. If this Agreement is changed in a substantial way, Nokia will
provide a prior notice advising of such change. You are responsible for regularly reviewing this Agreement. Your continued use
of the Tool shall constitute Your consent to any changes.
18. GENERAL PROVISIONS
If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement,
which shall remain valid and enforceable according to its terms.