NOKIA OZO PLAYER SDK DEVELOPER SOFTWARE AGREEMENT -- FREE
This License Agreement (“Agreement”) is a legal agreement between Nokia Technologies Ltd., Xxxxxxxxxx 0, XX-00000 Xxxxx, Xxxxxxx (“Nokia”) and You (“Licensee”) for the Licensed Software (as defined below), effective from the date the Licensed Software was made available to You via a download link or similar means (“Effective Date”).
1.1 “Affiliate” of a Party shall mean an entity (i) which is directly or indirectly controlling such Party;
(ii) which is under the same direct or indirect ownership or control as such Party; or (iii) which is directly or indirectly owned or controlled by such Party. For these purposes, an entity shall be treated as being controlled by another if that other entity has fifty percent (50 %) or more of the votes in such entity, is able to direct its affairs and/or to control the composition of its board of directors or equivalent body. Notwithstanding the above, any entity that is directly or indirectly controlled by (a) Nokia Solutions and Networks B.V.; or (b) Alcatel Lucent S.A. is not an “Affiliate” of Nokia under this Agreement.
1.2 “Analytics” means the collection of any information from software or a device when such collection is not strictly necessary to provide the service or functionality requested by the user.
1.3 “Application” means the software program(s) developed by Licensee, or on Licensee’s behalf, using the Licensed Software, and may include Redistributables, in compliance with the requirements set forth in this Agreement, under Licensee’s own trademark or brand, including bug fixes, updates, upgrades and new versions of such Applications.
1.4 “Authorized Users” means Licensee’s employees and contractors as applicable, who have access to or use the Licensed Software in order to develop and test the Application(s).
1.5 “Licensed Software” means the Ozo Player SDK (both in source code or object code as applicable) for a particular Software Platform, example applications, or portions thereof, (in source code or object code as applicable), and documentation hereby provided or made available by Nokia for use by Licensee in connection with Licensee’s Application development, and includes any updates that may be provided or made available by Nokia in accordance with this Agreement. Licensed Software does not include Open Source Software or Third Party Software (as defined below).
1.6 "Open Source Software" means any software, which is, as included in the Licensed Software, subject to license terms and conditions currently listed at xxxx://xxxxxxxxxx.xxx/xxxxxxxx/ or meeting the criteria listed at xxxx://xxx.xxxxxxxxxx.xxx/xxxx/xxxxxxxxxx.xxx or which is subject to any similar free or open source license terms.
1.7 “Personal Data” means any information that is personally identifiable to an individual (for example, information that can be linked to or makes it possible to single out, target or contact an individual, such as name, address, email address, phone number, username, password or other credentials, credit card information, location data, user information or static unique device identifiers and Application identifiers). Combinations of data that in themselves are not personally identifiable may result, when processed together, in Personal Data.
1.8 “Redistributables” means all portions of the Licensed Software except those set forth in Appendix 1, Section 2 that may be distributed with or as part of Applications in object code form only.
1.9 “Software Platform” means one or more of the following target deployment platforms: SteamVR, Oculus Rift Mobile, Oculus Rift Desktop, Google VR Android, and Google VR iOS.
1.10 “Term” means the period commencing on the Effective Date and continuing for one (1) year thereafter unless earlier terminated pursuant to the terms herein..
2. Use of the Licensed Software
2.1 Licensee hereby certifies and agrees that it will comply with the terms of this Agreement and Licensee agrees to monitor and be responsible for its Authorized Users’ use of the Licensed Software and their compliance with the terms of this Agreement. Licensee may not grant access to the Licensed Software except to Authorized Users and each Authorized User shall have written and binding agreements with Licensee to protect the unauthorized use and disclosure of Confidential Information.
2.2 Subject to Sections 2.4 and 2.5, Nokia hereby grants to Licensee, during the Term, a limited personal, non-exclusive, non-transferable, non-sublicensable, worldwide license to the Licensed Software for the sole purpose of developing, testing and distributing its Application(s) on the Software Platform(s). Licensee may install, as applicable, a reasonable number of copies of the Licensed Software on computers owned or controlled by Licensee to be used by it or its Authorized Users during the Term.
2.3 Subject to Sections 2.4 and 2.5, Nokia grants to Licensee, during the Term, a non-exclusive, royalty-free right to reproduce and distribute the object code form of Redistributables for execution on the Software Platform(s). Copies of Redistributables may only be distributed with and for the sole purpose of executing Applications permitted under this Agreement that Licensee has created using the Licensed Software. Under no circumstances may any copies of Redistributables be distributed separately. This Agreement does not give Licensee any rights to distribute any of the parts of the Licensed Software listed in Appendix 1, Section 2, neither as a whole nor as parts or snippets of code.
2.4 As a condition to using the Licensed Software, Licensee hereby agrees that:
(i) It will not use the Licensed Software in any manner or for any purpose that violates the terms and conditions of the Agreement or any applicable law or regulation, including without limitation, any intellectual property or other proprietary rights, any right of any person, rights of privacy, or rights of personality;
(ii) It will not use the Licensed Software in connection with any unlawful, offensive, abusive, obscene, pornographic, harassing, libelous or otherwise inappropriate content or material;
(iii) It will be solely responsible for all costs, expenses, losses and liabilities incurred, and activities undertaken by it and Authorized Users in connection with the Licensed Software, its Applications and its related development efforts; and
(iv) It will not remove or obscure any copyright or trademark notices or other similar notices or markings or legends from the Licensed Software, including, but not limited to, any portions of the Licensed Software included in its Application such as the OZO watermark and the OZO Player SDK splash screen, which must be displayed at the start of the Application.
2.5 Notwithstanding anything to the contrary contained herein, Licensee may not: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Licensed Software, except and only to the extent permitted by applicable mandatory law; (b) modify or create derivative works of the Licensed Software, except and only to the extent permitted by Nokia; or (c) distribute, communicate to the public, export, re-export, sublicense, rent, loan, lease, disclose, sell, market, commercialise, re-license, host, or otherwise transfer or make available to any third party (including without limitation any Affiliates and subcontractors) the Licensed Software (or any portions thereof).
2.6 Notwithstanding anything to the contrary contained herein, Licensee shall ensure that its end users do not: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Application, except and only to the extent permitted by applicable mandatory law;
(b) modify or create derivative works of the Application; or (c) use the Application in any way to create other applications.
2.7 Nothing in this Agreement or otherwise prevents Nokia from developing, distributing and/or making use of any application that is directly or indirectly competing with Licensee’s Application.
3. Requirements for Licensee’s Applications
3.1 Licensee’s Application developed using the Licensed Software, or any part thereof, must comply with the following criteria and requirements, as may be modified by Nokia from time to time:
(i) Licensee’s Application will be developed and used in compliance with the terms and conditions of this Agreement or any applicable law or regulation, including without limitation, any intellectual property or other proprietary rights, any right of any person, rights of privacy, or rights of personality;
(ii) Licensee’s Application will be developed in compliance with the documentation, technical guidelines and other requirements as Nokia may provide from time to time;
(iii) Licensee’s Application will be distributed in object code only;
(iv) Licensee’s Application may not pass on functionality which in any way makes it possible for others to create software with the Licensed Software or with Licensee’s Application;
(v) Licensee’s Application does not and will not, to the best of its knowledge, violate, misappropriate, or infringe any copyright, patent, trademark, trade secret, rights of privacy or other proprietary or legal right of any third party or of Nokia;
(vi) Licensee’s Application must not contain nor transfer any viruses, files, code malware or any other malicious software programs that may harm or disrupt the normal operation of the device or network;
(vi) Licensee’s Application shall identify the provider (including contact details) of the Application, and may include Licensee’s branding, trademarks, or logo, and Licensee shall not remove, obscure, alter or deface any of Nokia’s branding, trademarks or logo provided with or in the Licensed Software;
(vii) except with express written consent from Nokia or as included in the Licensed Software, Licensee will not use in advertising, publicity, or otherwise any trade name, trademark, service xxxx, or logo owned or used by Nokia or any of its Affiliates, or represent that its Application is a product or service of Nokia or any of its Affiliates, except to state that its Application was developed using the Licensed Software;
(viii) Licensee will not design or market the Application, or any part thereof, for use in or with systems, devices or products that are critical to health and/or security of other people and property (e.g. intended for surgical implant into the body or other applications intended to support or sustain life or for any aviation or nuclear reactor application) or any other application in which the Licensed Software or its failure, malfunction or inadequacy could directly or indirectly cause or contribute to personal injury or death or significant property damage.
3.2 Licensee is responsible for providing support for its Applications and its contact details as it deems fit to its end users. For the sake of clarity it is stated that Nokia has no obligation to furnish Licensee’s end users with any technical or other support.
4.2 Licensee will notify any end users of its Applications of the collection of Analytics where required by applicable law or regulation.
5. Ownership, Intellectual Property Rights
5.1 The Licensed Software and all rights, without limitation including title and intellectual property rights therein, are owned by Nokia and/or its licensors and Affiliates and are protected by international treaty provisions and all other applicable national laws of the country in which it is being used, including, but not limited to, copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The structure, organization, and code of the Licensed Software are the valuable trade secrets and confidential information of Nokia and/or its licensors and Affiliates.
5.2 No right or license, express or implied, is granted to any part of the Licensed Software except as expressly set forth in this Agreement. In addition, no licenses or immunities are granted to the combination of the Licensed Software with any other Licensed Software or hardware not delivered by Nokia under this Agreement. Licensee acknowledges that the use of the Licensed Software may require licenses to Nokia or third party patents and that Nokia does not grant any licenses to such third party patents under this Agreement to Licensee. Any and all licenses with respect to Nokia or third party patents (including essential patents) are specifically excluded from the scope of this Agreement (even if such a right or license is necessary to exercise the rights expressly granted herein), and those licenses need to be acquired separately from Nokia or the respective right holders, as the case may be.
The Licensed Software may not be available in all countries and may be provided only in selected languages. The Licensed Software or some features may be Software Platform dependent.
7. Support and Updates
Nokia has no obligation to furnish Licensee with technical or other support, provided that support services, including consulting and development support may be available for separate purchase by Licensee under the terms of a statement of work executed by the parties as an addendum to this Agreement. Except for such paid support service, in the case of support given by Nokia, Licensee understands and agrees that the support has been provided on an “as is” and “as available” basis and Nokia will have no obligations or liabilities related to such support. Licensee understands and agrees that Nokia has no obligation to provide updates to the Licensed Software under this Agreement.
By submitting feedback (“Feedback”) to Nokia related to the Licensed Software, including but not limited to information on bug fixes or error corrections, information provided by Licensee in connection with customer support, new features, or other improvement, changes, or modifications, Licensee acknowledges and agrees that: (1) Nokia may have similar development ideas to the Feedback; (2) Licensee’s Feedback does not contain confidential or proprietary information related to Licensee’s own activities or those of any third party; (3) Nokia is not under any obligation of confidentiality with respect to the Feedback; and (4) Licensee is not entitled to any compensation of any kind from Nokia. Licensee hereby grants to Nokia a worldwide non-exclusive, sublicensable, assignable, fully paid up, royalty-free, perpetual and irrevocable license to: (i) use, reproduce, adapt, translate, exploit, copy, publicly perform, display, distribute, further develop and modify Feedback and to create derivative works thereof, or incorporate such Feedback into other works as well as sublicense products and services resulting from such works; (ii) to make, have made, use, import, sell, offer for sale, lease, dispose, offer for disposal or otherwise exploit any products or services containing Feedback; and (iii) sublicense all the foregoing rights to third party licensees and customers of Nokia and/or its Affiliates.
9. Third Party Software
The software may include or provide links to third party libraries or code (collectively "Third Party Software") to implement various functions. The Third Party Software and any additional terms and conditions applicable to such Third Party Software are listed at xxxxx://xxx.xxxxx.xxx/xxx_xx/xxx- player-sdk-licensing-terms.
10. Open Source
The software may contain Open Source Software and a complete listing of Open Source Software included in the Software is provided in the Documentation accompanying the Software and at xxxxx://xxx.xxxxx.xxx/xxx_xx/xxx-xxxxxx-xxx-xxxxxxxxx-xxxxx. To the extent the Software contains Open Source Software, such Open Source Software is governed by the terms and conditions accompanying such Open Source Software and not by the terms of this Agreement. If the license terms accompany such Open Source Software allows Licensee to request a copy of such Open Source Software please submit a request to Nokia by sending an email to firstname.lastname@example.org.
11. Confidentiality and Marketing Rights
11.1 Licensee agrees that all material and information in any form received from Nokia, including, but not limited to Licensed Software and its copies, as well as all translations of computer programs contained in the Licensed Software, 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 Licensee can demonstrate to have had rightfully in its possession prior to disclosure to Licensee by Nokia; (c) information that is independently developed by Licensee without the use of any Confidential Information; or (d) information that Licensee rightfully obtained from a third party who has been given the right to transfer or disclose it by Nokia. Licensee agrees to keep confidential and not to disclose, publish, or disseminate any Confidential Information to any third party. Licensee further agrees to take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of Confidential Information. Licensee agrees not to use Confidential Information otherwise for its own or any third party's benefit without the prior written approval of an authorized representative of Nokia in each instance.
11.2 Licensee further agrees that despite of any other confidentiality agreements it may have between Licensee and Nokia, Nokia will not be responsible for keeping confidential any information Licensee provides to Nokia through the use of the Licensed Software or any related services, including support or service related requests. Neither Nokia nor any of its employees accept or consider unsolicited ideas, including but not limited to ideas for new advertising campaigns, new promotions, new products or technologies, processes, materials, marketing plans or new product
names. If, despite the request that Licensee not send us its ideas and materials, Licensee still sends them, please understand that Nokia makes no assurances that Licensee’s ideas and materials will be treated as confidential or proprietary.
11.3 The rights and obligations of this Section 11 shall remain in force for five (5) years from the date of the disclosure of Confidential Information.
11.4 Licensee agrees that Nokia may identify Licensee and use Licensee’s logo as an OZO Player SDK customer on Nokia’s websites, client lists, press releases, and/or other marketing materials.
12. Representations, Warranty and Warranty Disclaimer
12.1 Each party represents and warrants that it has the authority to enter in this Agreement.
12.2 Licensee represents and warrants that Licensee is a validly organized business entity and does not take the license provided hereunder in any individual or personal capacity.
12.3 LICENSEE ACKNOWLEDGES THAT THE LICENSED SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW NEITHER NOKIA, ITS LICENSORS OR AFFILIATES, NOR THE COPYRIGHT HOLDERS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, ACCURACY OF DOCUMENTATION AND SUPPORT MATERIAL, OR FITNESS FOR A PARTICULAR PURPOSE OR THAT LICENSED SOFTWARE 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 LICENSED SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. LICENSEE ASSUMES ALL RESPONSIBILITY AND RISK FOR THE SELECTION OF THE LICENSED SOFTWARE TO ACHIEVE LICENSEE’S INTENDED RESULTS AND FOR THE INSTALLATION, USE, AND RESULTS OBTAINED FROM IT.
Licensee agrees to defend and indemnify and hold harmless Nokia and its affiliates from and against all third party claims and all liabilities (including, but not limited to, reasonable expense of litigation and settlement of such claims), assessments, losses, costs or damages resulting from or arising out of: (i) Licensee’s breach of this Agreement; (ii) Licensee’s infringement or violation of any intellectual property, other rights or privacy of a third party; (iii) misuse of the Licensed Software by a third party where such misuse was made available by Licensee’s actions or lack of actions; (iv) Licensee’s use or misuse of the Licensed Software; and (v) the use or misuse of Licensee’s Application.
14. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NOKIA, ITS EMPLOYEES,LICENSORS OR AFFILIATES BE LIABLE FOR ANY LOST PROFITS, REVENUE, SALES, DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR LICENSED SOFTWARE, 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 LICENSED SOFTWARE OR THE LICENSED SOFTWARE, EVEN IF NOKIA OR ITS LICENSORS OR AFFILIATES 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, ITS EMPLOYEES OR LICENSORS OR AFFILIATES' LIABILITY SHALL BE LIMITED TO EUR €50. NOTHING
CONTAINED IN THIS AGREEMENT LIMITS NOKIA'S LIABILITY TO LICENSEE IN THE EVENT OF DEATH OR PERSONAL INJURY RESULTING FROM NOKIA'S NEGLIGENCE. NOKIA IS ACTING ON BEHALF OF ITS EMPLOYEES AND LICENSORS OR AFFILIATES FOR THE PURPOSE OF DISCLAIMING, EXCLUDING, AND/OR RESTRICTING OBLIGATIONS, WARRANTIES, AND LIABILITY AS PROVIDED IN THIS AGREEMENT, BUT IN NO OTHER RESPECTS AND FOR NO OTHER PURPOSE.
Nokia or a certified auditor on Nokia’s behalf, may, upon its reasonable request and at its expense, audit Licensee with respect to the use of the Licensed Software. Such audit may be conducted by mail, electronic means or through an in-person visit to Licensee’s place of business. Any such in- person audit shall be conducted during regular business hours at Licensee’s facilities and shall not unreasonably interfere with its business activities. Nokia shall not remove, copy, or redistribute any electronic material during the course of an audit. If an audit reveals that Licensee is using the Licensed Software in a way that is in material violation of the terms of the Agreement, then Licensee shall pay Nokia's reasonable costs of conducting the audit. In the case of a material violation, Licensee agrees to pay Nokia any amounts owing that are attributable to the unauthorized use. In the alternative, Nokia reserves the right, at Nokia's option, to terminate the licenses for the Licensed Software.
16.1 This Agreement shall be effective during the Term commencing on the Effective Date and shall continue until terminated in accordance with the provisions of this Agreement.
16.2 Nokia may terminate this Agreement for its convenience upon thirty (30) days’ notice to Licensee. In addition, Nokia may terminate the Agreement immediately upon written notice by Nokia to Licensee if Licensee breaches this Agreement.
16.3 Either party shall have the right to terminate this Agreement immediately upon written notice in the event that the other party becomes insolvent, files for any form of bankruptcy, makes any assignment for the benefit of creditors, has a receiver, administrative receiver or officer appointed over the whole or a substantial part of its assets, ceases to conduct business, or an act equivalent to any of the above occurs under the laws of the jurisdiction of the other party.
16.4 Upon termination of this Agreement, Licensee shall immediately stop using the Licensed Software and shall return to Nokia all copies of Licensed Software that were supplied by Nokia. All other copies of Licensed Software in Licensee’s possession or control must be erased or destroyed; and such destruction shall be certified by an officer, and such certification must promptly be delivered to Nokia.
16.5 Any terms and conditions that by their nature or otherwise reasonably should survive a cancellation or termination of this Agreement shall also be deemed to survive.
16.6 Any termination of the Agreement or of any rights and licenses shall not affect Licensee’s rights and obligations with respect to any copies of its Applications licensed and provided to end users prior to such termination, and it shall not affect the rights or obligation of the end users rights with respect to such Applications licensed and provided to such end user prior to the termination.
17. Export Control
Licensee acknowledges that the Licensed Software, Applications or any other item referred to in this Agreement may be subject to export control restrictions of various countries. Delivery of the Licensed Software may be subject to Nokia obtaining appropriate export licenses or other authorizations and Licensee agrees that Nokia has no control over such authorizations. Nokia shall have no liability whatsoever to Licensee if such licenses and/or authorizations are not
granted. Licensee shall fully comply with all applicable export license restrictions and requirements as well as with all laws and regulations relating to the importation of the Licensed Software and/or Applications and shall procure all necessary governmental authorizations, including without limitation, all necessary licenses, approvals, permissions or consents, where necessary for the re- exportation of the Licensed Software and/or Applications. Licensee agrees to fully cooperate with Nokia in any official or unofficial audit or inspection related to applicable export control regulations or import regulations and will indemnify, defend and hold Nokia and its affiliates and licensors harmless from or in connection with any breach of this Section by Licensee, Licensee’s employees, consultants, agents or customers.
18. Government End Users
A "U.S. Government End User" shall mean any agency or entity of the government of the United States. The following shall apply if Licensee is a U.S. Government End User. The Licensed Software is a "commercial item," as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer Licensed Software" and "commercial computer Licensed Software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R.
12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Licensed Software with only those rights set forth herein. The Licensed Software (including related documentation) is provided to U.S. Government End Users: (a) only as a commercial end item; and (b) only pursuant to this Agreement.
All notices of the Licensed Software should be delivered to:
Nokia Technologies Ltd.
Xxxxxxxxxx 0XX-00000 Xxxxx Xxxxxxx
Licensee shall not be entitled to assign or transfer all or any of its rights, benefits and obligations under this Agreement without the prior written consent of Nokia, which shall not be unreasonably withheld. Nokia shall be entitled to assign or transfer any of its rights, benefits or obligations under this Agreement on an unrestricted basis.
If any term, covenant or condition of this Agreement or the application thereof to any Party or circumstances shall, to any extent, be held to be invalid or unenforceable, then the remainder of this Agreement, or the application of such term, covenant or condition to parties or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Agreement shall be valid and be enforced to the fullest extent permitted by law.
19.5 Governing Law and Dispute Resolution
This Agreement is governed by the laws of Finland. All disputes arising from or relating to these Terms 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.
19.6 Entire Agreement
This is the entire agreement and understanding between Nokia and Licensee relating to the Licensed Software, and it supersedes any prior representations, discussions, undertakings, end-user agreements, communications, or advertising relating to the Licensed Software. Neither Licensee nor Nokia shall be bound by any warranties, understandings or representations with respect to the Licensed Software other than as expressly provided herein, or in a writing signed with or subsequent to the execution hereof by an authorized representative of both Nokia and Nokia to be bound thereby. Additionally, in no event shall Nokia be bound by any terms or conditions contained in Licensee’s purchase order relating to the Licensed Software.
19.7 Force Majeure
Neither Party shall be liable to the other for any delay or non-performance of its obligations hereunder other than the obligation of paying the license fees, if any, in the event and to the extent that such delay or non-performance is due to an event of Force Majeure (as defined below). If any event of Force Majeure results in a delay or non-performance of a party for a period of three (3) months or longer, then either party shall have the right to terminate this Agreement with immediate effect without any liability (except for the obligations of payment arising prior to the event of Force Majeure) towards the other party. A “Force Majeure” event shall mean an act of God, terrorist attack or other catastrophic event of nature that prevents either party for fulfilling its obligations under this Agreement
Section and subsection headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.
Except as specifically provided for herein, the waiver from time to time by a Party of any of their rights or their failure to exercise any remedy shall not operate or be construed as a continuing waiver of the same or of any other of such Party’s rights or remedies provided in this Agreement.
1. Parts of the Licensed Software that are permitted for distribution (“Redistributables”):
• The Licensed Software, including the example application code, in binary (object code) form.
2. Parts of the Licensed Software that are not permitted for distribution include, but are not limited to:
• The Licensed Software’s source code and header files
• The Licensed Software documentation