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0001 TECHNOLOGY PREVIEW LICENSE AGREEMENT
0002 
0003 For individuals and/or legal entities resident in the Americas (North
0004 America, Central America and South America), the applicable licensing
0005 terms are specified under the heading "Technology Preview License
0006 Agreement: The Americas".
0007 
0008 For individuals and/or legal entities not resident in The Americas, the
0009 applicable licensing terms are specified under the heading "Technology
0010 Preview License Agreement: Rest of the World".
0011 
0012 
0013 TECHNOLOGY PREVIEW LICENSE AGREEMENT: The Americas
0014 Agreement version 2.4
0015 
0016 This Technology Preview License Agreement ("Agreement")is a legal agreement
0017 between Digia USA, Inc. ("Digia"), with its registered office at 2350
0018 Mission College Blvd., Suite 1020, Santa Clara, California 95054,
0019 U.S.A. and you (either an individual or a legal entity) ("Licensee") for the
0020 Licensed Software (as defined below).
0021 
0022 1. DEFINITIONS
0023 
0024 "Affiliate" of a Party shall mean an entity (i) which is directly or
0025 indirectly controlling such Party; (ii) which is under the same direct
0026 or indirect ownership or control as such Party; or (iii) which is
0027 directly or indirectly owned or controlled by such Party. For these
0028 purposes, an entity shall be treated as being controlled by another if
0029 that other entity has fifty percent (50 %) or more of the votes in such
0030 entity, is able to direct its affairs and/or to control the composition
0031 of its board of directors or equivalent body.
0032 
0033 "Applications" shall mean Licensee's software products created using the
0034 Licensed Software which may include portions of the Licensed Software.
0035 
0036 "Term" shall mean the period of time six (6) months from the later of
0037 (a) the Effective Date; or (b) the date the Licensed Software was
0038 initially delivered to Licensee by Digia. If no specific Effective Date
0039 is set forth in the Agreement, the Effective Date shall be deemed to be
0040 the date the Licensed Software was initially delivered to Licensee.
0041 
0042 "Licensed Software" shall mean the computer software, "online" or
0043 electronic documentation, associated media and printed materials,
0044 including the source code, example programs and the documentation
0045 delivered by Digia to Licensee in conjunction with this Agreement.
0046 
0047 "Party" or "Parties" shall mean Licensee and/or Digia.
0048 
0049 
0050 2. OWNERSHIP
0051 
0052 The Licensed Software is protected by copyright laws and international
0053 copyright treaties, as well as other intellectual property laws and
0054 treaties. The Licensed Software is licensed, not sold.
0055 
0056 If Licensee provides any findings, proposals, suggestions or other
0057 feedback ("Feedback") to Digia regarding the Licensed Software, Digia
0058 shall own all right, title and interest including the intellectual
0059 property rights in and to such Feedback, excluding however any existing
0060 patent rights of Licensee. To the extent Licensee owns or controls any
0061 patents for such Feedback Licensee hereby grants to Digia and its
0062 Affiliates, a worldwide, perpetual, non-transferable, sublicensable,
0063 royalty-free license to (i) use, copy and modify Feedback and to create
0064 derivative works thereof, (ii) to make (and have made), use, import,
0065 sell, offer for sale, lease, dispose, offer for disposal or otherwise
0066 exploit any products or services of Digia containing Feedback, and
0067 (iii) sublicense all the foregoing rights to third party licensees and
0068 customers of Digia and/or its Affiliates.
0069 
0070 
0071 3. VALIDITY OF THE AGREEMENT
0072 
0073 By installing, copying, or otherwise using the Licensed Software,
0074 Licensee agrees to be bound by the terms of this Agreement. If Licensee
0075 does not agree to the terms of this Agreement, Licensee may not install,
0076 copy, or otherwise use the Licensed Software. Upon Licensee's acceptance
0077 of the terms and conditions of this Agreement, Digia grants Licensee the
0078 right to use the Licensed Software in the manner provided below.
0079 
0080 
0081 4. LICENSES
0082 
0083 4.1. Using and Copying
0084 
0085 Digia grants to Licensee a non-exclusive, non-transferable, time-limited
0086 license to use and copy the Licensed Software for sole purpose of
0087 designing, developing and testing Applications, and evaluating and the
0088 Licensed Software during the Term.
0089 
0090 Licensee may install copies of the Licensed Software on an unlimited
0091 number of computers provided that (a) if an individual, only such
0092 individual; or (b) if a legal entity only its employees; use the
0093 Licensed Software for the authorized purposes.
0094 
0095 4.2 No Distribution or Modifications
0096 
0097 Licensee may not disclose, modify, sell, market, commercialise,
0098 distribute, loan, rent, lease, or license the Licensed Software or any
0099 copy of it or use the Licensed Software for any purpose that is not
0100 expressly granted in this Section 4. Licensee may not alter or remove
0101 any details of ownership, copyright, trademark or other property right
0102 connected with the Licensed Software. Licensee may not distribute any
0103 software statically or dynamically linked with the Licensed Software. 
0104 
0105 4.3 No Technical Support
0106 
0107 Digia has no obligation to furnish Licensee with any technical support
0108 whatsoever. Any such support is subject to separate agreement between
0109 the Parties.
0110 
0111 
0112 5. PRE-RELEASE CODE
0113 The Licensed Software contains pre-release code that is not at the level
0114 of performance and compatibility of a final, generally available,
0115 product offering. The Licensed Software may not operate correctly and
0116 may be substantially modified prior to the first commercial product
0117 release, if any. Digia is not obligated to make this or any later
0118 version of the Licensed Software commercially available. The License
0119 Software is "Not for Commercial Use" and may only be used for the
0120 purposes described in Section 4. The Licensed Software may not be used
0121 in a live operating environment where it may be relied upon to perform
0122 in the same manner as a commercially released product or with data that
0123 has not been sufficiently backed up.
0124 
0125 6. THIRD PARTY SOFTWARE
0126 
0127 The Licensed Software may provide links to third party libraries or code
0128 (collectively "Third Party Software") to implement various functions.
0129 Third Party Software does not comprise part of the Licensed Software. In
0130 some cases, access to Third Party Software may be included along with
0131 the Licensed Software delivery as a convenience for development and
0132 testing only. Such source code and libraries may be listed in the
0133 ".../src/3rdparty" source tree delivered with the Licensed Software or
0134 documented in the Licensed Software where the Third Party Software is
0135 used, as may be amended from time to time, do not comprise the Licensed
0136 Software. Licensee acknowledges (1) that some part of Third Party
0137 Software may require additional licensing of copyright and patents from
0138 the owners of such, and (2) that distribution of any of the Licensed
0139 Software referencing any portion of a Third Party Software may require
0140 appropriate licensing from such third parties.
0141 
0142 
0143 7. LIMITED WARRANTY AND WARRANTY DISCLAIMER
0144 
0145 The Licensed Software is licensed to Licensee "as is". To the maximum
0146 extent permitted by applicable law, Digia on behalf of itself and its
0147 suppliers, disclaims all warranties and conditions, either express or
0148 implied, including, but not limited to, implied warranties of
0149 merchantability, fitness for a particular purpose, title and
0150 non-infringement with regard to the Licensed Software.
0151 
0152 
0153 8. LIMITATION OF LIABILITY
0154 
0155 If, Digia's warranty disclaimer notwithstanding, Digia is held liable to
0156 Licensee, whether in contract, tort or any other legal theory, based on
0157 the Licensed Software, Digia's entire liability to Licensee and
0158 Licensee's exclusive remedy shall be, at Digia's option, either (A)
0159 return of the price Licensee paid for the Licensed Software, or (B)
0160 repair or replacement of the Licensed Software, provided Licensee
0161 returns to Digia all copies of the Licensed Software as originally
0162 delivered to Licensee. Digia shall not under any circumstances be liable
0163 to Licensee based on failure of the Licensed Software if the failure
0164 resulted from accident, abuse or misapplication, nor shall Digia under
0165 any circumstances be liable for special damages, punitive or exemplary
0166 damages, damages for loss of profits or interruption of business or for
0167 loss or corruption of data. Any award of damages from Digia to Licensee
0168 shall not exceed the total amount Licensee has paid to Digia in
0169 connection with this Agreement.
0170 
0171 
0172 9.  CONFIDENTIALITY
0173 
0174 Each party acknowledges that during the Term of this Agreement it shall
0175 have access to information about the other party's business, business
0176 methods, business plans, customers, business relations, technology, and
0177 other information, including the terms of this Agreement, that is
0178 confidential and of great value to the other party, and the value of
0179 which would be significantly reduced if disclosed to third parties (the
0180 "Confidential Information"). Accordingly, when a party (the "Receiving
0181 Party") receives Confidential Information from another party (the
0182 "Disclosing Party"), the Receiving Party shall, and shall obligate its
0183 employees and agents and employees and agents of its Affiliates to: (i)
0184 maintain the Confidential Information in strict confidence; (ii) not
0185 disclose the Confidential Information to a third party without the
0186 Disclosing Party's prior written approval; and (iii) not, directly or
0187 indirectly, use the Confidential Information for any purpose other than
0188 for exercising its rights and fulfilling its responsibilities pursuant
0189 to this Agreement. Each party shall take reasonable measures to protect
0190 the Confidential Information of the other party, which measures shall
0191 not be less than the measures taken by such party to protect its own
0192 confidential and proprietary information.
0193 
0194 "Confidential Information" shall not include information that (a) is or
0195 becomes generally known to the public through no act or omission of the
0196 Receiving Party; (b) was in the Receiving Party's lawful possession
0197 prior to the disclosure hereunder and was not subject to limitations on
0198 disclosure or use; (c) is developed by the Receiving Party without
0199 access to the Confidential Information of the Disclosing Party or by
0200 persons who have not had access to the Confidential Information of the
0201 Disclosing Party as proven by the written records of the Receiving
0202 Party; (d) is lawfully disclosed to the Receiving Party without
0203 restrictions, by a third party not under an obligation of
0204 confidentiality; or (e) the Receiving Party is legally compelled to
0205 disclose the information, in which case the Receiving Party shall assert
0206 the privileged and confidential nature of the information and cooperate
0207 fully with the Disclosing Party to protect against and prevent
0208 disclosure of any Confidential Information and to limit the scope of
0209 disclosure and the dissemination of disclosed Confidential Information
0210 by all legally available means.
0211 
0212 The obligations of the Receiving Party under this Section shall continue
0213 during the Initial Term and for a period of five (5) years after
0214 expiration or termination of this Agreement. To the extent that the
0215 terms of the Non-Disclosure Agreement between Digia and Licensee
0216 conflict with the terms of this Section 9, this Section 9 shall be
0217 controlling over the terms of the Non-Disclosure Agreement.
0218 
0219 
0220 10. GENERAL PROVISIONS
0221 
0222 10.1    No Assignment
0223 
0224 Licensee shall not be entitled to assign or transfer all or any of its
0225 rights, benefits and obligations under this Agreement without the prior
0226 written consent of Digia, which shall not be unreasonably withheld.
0227 
0228 10.2    Termination
0229 
0230 Digia may terminate the Agreement at any time immediately upon written
0231 notice by Digia to Licensee if Licensee breaches this Agreement.
0232 
0233 Upon termination of this Agreement, Licensee shall return to Digia all
0234 copies of Licensed Software that were supplied by Digia. All other
0235 copies of Licensed Software in the possession or control of Licensee
0236 must be erased or destroyed. An officer of Licensee must promptly
0237 deliver to Digia a written confirmation that this has occurred.
0238 
0239 10.3    Surviving Sections
0240 
0241 Any terms and conditions that by their nature or otherwise reasonably
0242 should survive a cancellation or termination of this Agreement shall
0243 also be deemed to survive. Such terms and conditions include, but are
0244 not limited to the following Sections: 2, 5, 6, 7, 8, 9, 10.2, 10.3, 10.4,
0245 10.5, 10.6, 10.7, and 10.8 of this Agreement.
0246 
0247 10.4    Entire Agreement
0248 
0249 This Agreement constitutes the complete agreement between the parties
0250 and supersedes all prior or contemporaneous discussions,
0251 representations, and proposals, written or oral, with respect to the
0252 subject matters discussed herein, with the exception of the
0253 non-disclosure agreement executed by the parties in connection with this
0254 Agreement ("Non-Disclosure Agreement"), if any, shall be subject to
0255 Section 9. No modification of this Agreement shall be effective unless
0256 contained in a writing executed by an authorized representative of each
0257 party. No term or condition contained in Licensee's purchase order shall
0258 apply unless expressly accepted by Digia in writing. If any provision of
0259 the Agreement is found void or unenforceable, the remainder shall remain
0260 valid and enforceable according to its terms. If any remedy provided is
0261 determined to have failed for its essential purpose, all limitations of
0262 liability and exclusions of damages set forth in this Agreement shall
0263 remain in effect.
0264 
0265 10.5    Export Control
0266 
0267 Licensee acknowledges that the Licensed Software may be subject to
0268 export control restrictions of various countries. Licensee shall fully
0269 comply with all applicable export license restrictions and requirements
0270 as well as with all laws and regulations relating to the importation of
0271 the Licensed Software and shall procure all necessary governmental
0272 authorizations, including without limitation, all necessary licenses,
0273 approvals, permissions or consents, where necessary for the
0274 re-exportation of the Licensed Software.,
0275 
0276 10.6    Governing Law and Legal Venue
0277 
0278 This Agreement shall be governed by and construed in accordance with the
0279 federal laws of the United States of America and the internal laws of
0280 the State of New York without given effect to any choice of law rule
0281 that would result in the application of the laws of any other
0282 jurisdiction. The United Nations Convention on Contracts for the
0283 International Sale of Goods (CISG) shall not apply. Each Party (a)
0284 hereby irrevocably submits itself to and consents to the jurisdiction of
0285 the United States District Court for the Southern District of New York
0286 (or if such court lacks jurisdiction, the state courts of the State of
0287 New York) for the purposes of any action, claim, suit or proceeding
0288 between the Parties in connection with any controversy, claim, or
0289 dispute arising out of or relating to this Agreement; and (b) hereby
0290 waives, and agrees not to assert by way of motion, as a defense or
0291 otherwise, in any such action, claim, suit or proceeding, any claim that
0292 is not personally subject to the jurisdiction of such court(s), that the
0293 action, claim, suit or proceeding is brought in an inconvenient forum or
0294 that the venue of the action, claim, suit or proceeding is improper.
0295 Notwithstanding the foregoing, nothing in this Section 9.6 is intended
0296 to, or shall be deemed to, constitute a submission or consent to, or
0297 selection of, jurisdiction, forum or venue for any action for patent
0298 infringement, whether or not such action relates to this Agreement.
0299 
0300 10.7    No Implied License
0301 
0302 There are no implied licenses or other implied rights granted under this
0303 Agreement, and all rights, save for those expressly granted hereunder,
0304 shall remain with Digia and its licensors. In addition, no licenses or
0305 immunities are granted to the combination of the Licensed Software with
0306 any other software or hardware not delivered by Digia under this
0307 Agreement.
0308 
0309 10.8    Government End Users
0310 
0311 A "U.S. Government End User" shall mean any agency or entity of the
0312 government of the United States. The following shall apply if Licensee
0313 is a U.S. Government End User. The Licensed Software is a "commercial
0314 item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995),
0315 consisting of "commercial computer software" and "commercial computer
0316 software documentation," as such terms are used in 48 C.F.R. 12.212
0317 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1
0318 through 227.7202-4 (June 1995), all U.S. Government End Users acquire
0319 the Licensed Software with only those rights set forth herein. The
0320 Licensed Software (including related documentation) is provided to U.S.
0321 Government End Users: (a) only as a commercial end item; and (b) only
0322 pursuant to this Agreement.
0323 
0324 
0325 
0326 
0327 
0328 TECHNOLOGY PREVIEW LICENSE AGREEMENT: Rest of the World
0329 Agreement version 2.4
0330 
0331 This Technology Preview License Agreement ("Agreement") is a legal
0332 agreement between Digia Finland Ltd ("Digia"), with its registered office at
0333 Valimotie 21,FI-00380 Helsinki, Finland and you (either an individual or a
0334 legal entity) ("Licensee") for the Licensed Software.
0335 
0336 1. DEFINITIONS
0337 
0338 "Affiliate" of a Party shall mean an entity (i) which is directly or
0339 indirectly controlling such Party; (ii) which is under the same direct
0340 or indirect ownership or control as such Party; or (iii) which is
0341 directly or indirectly owned or controlled by such Party. For these
0342 purposes, an entity shall be treated as being controlled by another if
0343 that other entity has fifty percent (50 %) or more of the votes in such
0344 entity, is able to direct its affairs and/or to control the composition
0345 of its board of directors or equivalent body.
0346 
0347 "Applications" shall mean Licensee's software products created using the
0348 Licensed Software which may include portions of the Licensed Software.
0349 
0350 "Term" shall mean the period of time six (6) months from the later of
0351 (a) the Effective Date; or (b) the date the Licensed Software was
0352 initially delivered to Licensee by Digia. If no specific Effective Date
0353 is set forth in the Agreement, the Effective Date shall be deemed to be
0354 the date the Licensed Software was initially delivered to Licensee.
0355 
0356 "Licensed Software" shall mean the computer software, "online" or
0357 electronic documentation, associated media and printed materials,
0358 including the source code, example programs and the documentation
0359 delivered by Digia to Licensee in conjunction with this Agreement.
0360 
0361 "Party" or "Parties" shall mean Licensee and/or Digia.
0362 
0363 
0364 2. OWNERSHIP
0365 
0366 The Licensed Software is protected by copyright laws and international
0367 copyright treaties, as well as other intellectual property laws and
0368 treaties. The Licensed Software is licensed, not sold.
0369 
0370 If Licensee provides any findings, proposals, suggestions or other
0371 feedback ("Feedback") to Digia regarding the Licensed Software, Digia
0372 shall own all right, title and interest including the intellectual
0373 property rights in and to such Feedback, excluding however any existing
0374 patent rights of Licensee. To the extent Licensee owns or controls any
0375 patents for such Feedback Licensee hereby grants to Digia and its
0376 Affiliates, a worldwide, perpetual, non-transferable, sublicensable,
0377 royalty-free license to (i) use, copy and modify Feedback and to create
0378 derivative works thereof, (ii) to make (and have made), use, import,
0379 sell, offer for sale, lease, dispose, offer for disposal or otherwise
0380 exploit any products or services of Digia containing Feedback, and
0381 (iii) sublicense all the foregoing rights to third party licensees and
0382 customers of Digia and/or its Affiliates.
0383 
0384 3. VALIDITY OF THE AGREEMENT
0385 
0386 By installing, copying, or otherwise using the Licensed Software,
0387 Licensee agrees to be bound by the terms of this Agreement. If Licensee
0388 does not agree to the terms of this Agreement, Licensee may not install,
0389 copy, or otherwise use the Licensed Software. Upon Licensee's acceptance
0390 of the terms and conditions of this Agreement, Digia grants Licensee the
0391 right to use the Licensed Software in the manner provided below.
0392 
0393 
0394 4. LICENSES
0395 
0396 4.1. Using and Copying
0397 
0398 Digia grants to Licensee a non-exclusive, non-transferable, time-limited
0399 license to use and copy the Licensed Software for sole purpose of
0400 designing, developing and testing Applications, and evaluating and the
0401 Licensed Software during the Term.
0402 
0403 Licensee may install copies of the Licensed Software on an unlimited
0404 number of computers provided that (a) if an individual, only such
0405 individual; or (b) if a legal entity only its employees; use the
0406 Licensed Software for the authorized purposes.
0407 
0408 4.2     No Distribution or Modifications
0409 
0410 Licensee may not disclose, modify, sell, market, commercialise,
0411 distribute, loan, rent, lease, or license the Licensed Software or any
0412 copy of it or use the Licensed Software for any purpose that is not
0413 expressly granted in this Section 4. Licensee may not alter or remove
0414 any details of ownership, copyright, trademark or other property right
0415 connected with the Licensed Software. Licensee may not distribute any
0416 software statically or dynamically linked with the Licensed Software.
0417 
0418 4.3 No Technical Support
0419 
0420 Digia has no obligation to furnish Licensee with any technical support
0421 whatsoever. Any such support is subject to separate agreement between
0422 the Parties.
0423 
0424 
0425 5. PRE-RELEASE CODE
0426 
0427 The Licensed Software contains pre-release code that is not at the level
0428 of performance and compatibility of a final, generally available,
0429 product offering. The Licensed Software may not operate correctly and
0430 may be substantially modified prior to the first commercial product
0431 release, if any. Digia is not obligated to make this or any later
0432 version of the Licensed Software commercially available. The License
0433 Software is "Not for Commercial Use" and may only be used for the
0434 purposes described in Section 4. The Licensed Software may not be used
0435 in a live operating environment where it may be relied upon to perform
0436 in the same manner as a commercially released product or with data that
0437 has not been sufficiently backed up.
0438 
0439 6. THIRD PARTY SOFTWARE
0440 
0441 The Licensed Software may provide links to third party libraries or code
0442 (collectively "Third Party Software") to implement various functions.
0443 Third Party Software does not comprise part of the Licensed Software. In
0444 some cases, access to Third Party Software may be included along with
0445 the Licensed Software delivery as a convenience for development and
0446 testing only. Such source code and libraries may be listed in the
0447 ".../src/3rdparty" source tree delivered with the Licensed Software or
0448 documented in the Licensed Software where the Third Party Software is
0449 used, as may be amended from time to time, do not comprise the Licensed
0450 Software. Licensee acknowledges (1) that some part of Third Party
0451 Software may require additional licensing of copyright and patents from
0452 the owners of such, and (2) that distribution of any of the Licensed
0453 Software referencing any portion of a Third Party Software may require
0454 appropriate licensing from such third parties.
0455 
0456 
0457 7. LIMITED WARRANTY AND WARRANTY DISCLAIMER
0458 
0459 The Licensed Software is licensed to Licensee "as is". To the maximum
0460 extent permitted by applicable law, Digia on behalf of itself and its
0461 suppliers, disclaims all warranties and conditions, either express or
0462 implied, including, but not limited to, implied warranties of
0463 merchantability, fitness for a particular purpose, title and
0464 non-infringement with regard to the Licensed Software.
0465 
0466 
0467 8. LIMITATION OF LIABILITY
0468 
0469 If, Digia's warranty disclaimer notwithstanding, Digia is held liable to
0470 Licensee, whether in contract, tort or any other legal theory, based on
0471 the Licensed Software, Digia's entire liability to Licensee and
0472 Licensee's exclusive remedy shall be, at Digia's option, either (A)
0473 return of the price Licensee paid for the Licensed Software, or (B)
0474 repair or replacement of the Licensed Software, provided Licensee
0475 returns to Digia all copies of the Licensed Software as originally
0476 delivered to Licensee. Digia shall not under any circumstances be liable
0477 to Licensee based on failure of the Licensed Software if the failure
0478 resulted from accident, abuse or misapplication, nor shall Digia under
0479 any circumstances be liable for special damages, punitive or exemplary
0480 damages, damages for loss of profits or interruption of business or for
0481 loss or corruption of data. Any award of damages from Digia to Licensee
0482 shall not exceed the total amount Licensee has paid to Digia in
0483 connection with this Agreement.
0484 
0485 
0486 9.      CONFIDENTIALITY
0487 
0488 Each party acknowledges that during the Term of this Agreement it shall
0489 have access to information about the other party's business, business
0490 methods, business plans, customers, business relations, technology, and
0491 other information, including the terms of this Agreement, that is
0492 confidential and of great value to the other party, and the value of
0493 which would be significantly reduced if disclosed to third parties (the
0494 "Confidential Information"). Accordingly, when a party (the "Receiving
0495 Party") receives Confidential Information from another party (the
0496 "Disclosing Party"), the Receiving Party shall, and shall obligate its
0497 employees and agents and employees and agents of its Affiliates to: (i)
0498 maintain the Confidential Information in strict confidence; (ii) not
0499 disclose the Confidential Information to a third party without the
0500 Disclosing Party's prior written approval; and (iii) not, directly or
0501 indirectly, use the Confidential Information for any purpose other than
0502 for exercising its rights and fulfilling its responsibilities pursuant
0503 to this Agreement. Each party shall take reasonable measures to protect
0504 the Confidential Information of the other party, which measures shall
0505 not be less than the measures taken by such party to protect its own
0506 confidential and proprietary information.
0507 
0508 "Confidential Information" shall not include information that (a) is or
0509 becomes generally known to the public through no act or omission of the
0510 Receiving Party; (b) was in the Receiving Party's lawful possession
0511 prior to the disclosure hereunder and was not subject to limitations on
0512 disclosure or use; (c) is developed by the Receiving Party without
0513 access to the Confidential Information of the Disclosing Party or by
0514 persons who have not had access to the Confidential Information of the
0515 Disclosing Party as proven by the written records of the Receiving
0516 Party; (d) is lawfully disclosed to the Receiving Party without
0517 restrictions, by a third party not under an obligation of
0518 confidentiality; or (e) the Receiving Party is legally compelled to
0519 disclose the information, in which case the Receiving Party shall assert
0520 the privileged and confidential nature of the information and cooperate
0521 fully with the Disclosing Party to protect against and prevent
0522 disclosure of any Confidential Information and to limit the scope of
0523 disclosure and the dissemination of disclosed Confidential Information
0524 by all legally available means.
0525 
0526 The obligations of the Receiving Party under this Section shall continue
0527 during the Initial Term and for a period of five (5) years after
0528 expiration or termination of this Agreement. To the extent that the
0529 terms of the Non-Disclosure Agreement between Digia and Licensee
0530 conflict with the terms of this Section 9, this Section 9 shall be
0531 controlling over the terms of the Non-Disclosure Agreement.
0532 
0533 
0534 10. GENERAL PROVISIONS
0535 
0536 10.1    No Assignment
0537 
0538 Licensee shall not be entitled to assign or transfer all or any of its
0539 rights, benefits and obligations under this Agreement without the prior
0540 written consent of Digia, which shall not be unreasonably withheld.
0541 
0542 10.2    Termination
0543 
0544 Digia may terminate the Agreement at any time immediately upon written
0545 notice by Digia to Licensee if Licensee breaches this Agreement.
0546 
0547 Upon termination of this Agreement, Licensee shall return to Digia all
0548 copies of Licensed Software that were supplied by Digia. All other
0549 copies of Licensed Software in the possession or control of Licensee
0550 must be erased or destroyed. An officer of Licensee must promptly
0551 deliver to Digia a written confirmation that this has occurred.
0552 
0553 10.3    Surviving Sections
0554 
0555 Any terms and conditions that by their nature or otherwise reasonably
0556 should survive a cancellation or termination of this Agreement shall
0557 also be deemed to survive. Such terms and conditions include, but are
0558 not limited to the following Sections: 2, 5, 6, 7, 8, 9, 10.2, 10.3, 10.4,
0559 10.5, 10.6, 10.7, and 10.8 of this Agreement. 
0560 
0561 10.4    Entire Agreement
0562 
0563 This Agreement constitutes the complete agreement between the parties
0564 and supersedes all prior or contemporaneous discussions,
0565 representations, and proposals, written or oral, with respect to the
0566 subject matters discussed herein, with the exception of the
0567 non-disclosure agreement executed by the parties in connection with this
0568 Agreement ("Non-Disclosure Agreement"), if any, shall be subject to
0569 Section 9. No modification of this Agreement shall be effective unless
0570 contained in a writing executed by an authorized representative of each
0571 party. No term or condition contained in Licensee's purchase order shall
0572 apply unless expressly accepted by Digia in writing. If any provision of
0573 the Agreement is found void or unenforceable, the remainder shall remain
0574 valid and enforceable according to its terms. If any remedy provided is
0575 determined to have failed for its essential purpose, all limitations of
0576 liability and exclusions of damages set forth in this Agreement shall
0577 remain in effect.
0578 
0579 10.5    Export Control
0580 
0581 Licensee acknowledges that the Licensed Software may be subject to
0582 export control restrictions of various countries. Licensee shall fully
0583 comply with all applicable export license restrictions and requirements
0584 as well as with all laws and regulations relating to the importation of
0585 the Licensed Software and shall procure all necessary governmental
0586 authorizations, including without limitation, all necessary licenses,
0587 approvals, permissions or consents, where necessary for the
0588 re-exportation of the Licensed Software.,
0589 
0590 10.6    Governing Law and Legal Venue
0591 
0592 This Agreement shall be construed and interpreted in accordance with the
0593 laws of Finland, excluding its choice of law provisions. Any disputes
0594 arising out of or relating to this Agreement shall be resolved in
0595 arbitration under the Rules of Arbitration of the Chamber of Commerce of
0596 Helsinki, Finland. The arbitration tribunal shall consist of one (1), or
0597 if either Party so requires, of three (3), arbitrators. The award shall
0598 be final and binding and enforceable in any court of competent
0599 jurisdiction. The arbitration shall be held in Helsinki, Finland and the
0600 process shall be conducted in the English language.
0601 
0602 10.7    No Implied License
0603 
0604 There are no implied licenses or other implied rights granted under this
0605 Agreement, and all rights, save for those expressly granted hereunder,
0606 shall remain with Digia and its licensors. In addition, no licenses or
0607 immunities are granted to the combination of the Licensed Software with
0608 any other software or hardware not delivered by Digia under this
0609 Agreement.
0610 
0611 10.8    Government End Users
0612 
0613 A "U.S. Government End User" shall mean any agency or entity of the
0614 government of the United States. The following shall apply if Licensee
0615 is a U.S. Government End User. The Licensed Software is a "commercial
0616 item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995),
0617 consisting of "commercial computer software" and "commercial computer
0618 software documentation," as such terms are used in 48 C.F.R. 12.212
0619 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1
0620 through 227.7202-4 (June 1995), all U.S. Government End Users acquire
0621 the Licensed Software with only those rights set forth herein. The
0622 Licensed Software (including related documentation) is provided to U.S.
0623 Government End Users: (a) only as a commercial end item; and (b) only
0624 pursuant to this Agreement.
0625 
0626 
0627 
0628