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Terms & Conditions
NOKIA NSP DEVELOPER USER AND LICENSE AGREEMENT

This Nokia NSP Developer User and License Agreement (the “Agreement”) is a legal agreement between User or the entity User represents (”User”) and Alcatel-Lucent Canada Inc., a Nokia company (“Company”).  Company is willing to grant User access to a certain portion of the Nokia Network Services Platform (the “NSP”) NSP Developer Sandbox (the “Lab”), as well as use of material including any of the lab environment software, control products, service tools and related documentation and websites (“Material”) only on condition that User accept all the terms and conditions in this Agreement. Please read these terms carefully, as by clicking on the “I ACCEPT” button or using, or availing User of the benefit of, the Lab or the Material (other than to read this Agreement for the first time) constitutes acceptance of these terms and conditions. If User disagree with any of the terms and conditions, or if the Lab or the Material is to be used by or on behalf of an entity and User are not authorized by the entity, then promptly uncheck the “I ACCEPT” button.

BEFORE CONTINUING WITH THE ACCESS TO THE LAB AND/OR USE OF THE MATERIAL, YOU MUST READ, ACKNOWLEDGE AND ACCEPT THE FOLLOWING TERMS AND CONDITIONS. WHEN PROMPTED, PLEASE INDICATE WHETHER YOU ACCEPT OR DO NOT ACCEPT. 

This Agreement is effective on the date that User click on the “I accept” button (“Effective Date”).

NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained and intending to be legally bound thereby, the parties agree as follows:

1. Access:  Upon acceptance of User’s registration, Company will provide User with a login token and password to permit access to the Lab and the Material.  Each User of the Lab and the Material is provided a unique login token and password and is responsible for maintaining the safety and security of their login token and password.  Each User must obtain its own separate login token and password. User must not pass on User’s login and password to anyone.
While User will have immediate access to certain materials stored on Nokia NSP Developer, User must contact the Nokia NSP Developer cloud service provider listed on the NSP Developer website (“Cloud Service Provider”) directly to obtain a subscription in order to use the sandbox functions.  The Cloud Service Provider will provide Nokia with necessary details such that Nokia can load an instance of certain portions of the NSP software onto the appropriate portion of Cloud Service Provider’s cloud for User’s use as a sandbox in which to test applications (“Lab”) that User make. If User discontinue User’s subscription with the Cloud Service Provider, User will no longer be able to use the Lab.  
2. Grant of License:  
  (a) Company grants and User accepts, during the Term, a limited, non-exclusive, non-transferable, non-sublicensable and personal license, under intellectual property rights that Company owns or has the right to license, to use the Lab and the Material for the sole purpose of (1) enabling User’s software to interoperate with Company’s NSP Software and (2) testing compatibility of User’s software with Company’s NSP Software.  
  (b) The NSP Software, the Lab and Material are not sold to User.  Instead, User only receive the license stated above.  User acknowledge and agree that Company and its licensors own and retain full ownership rights in NSP Software, the Lab and Material and all Intellectual Property Rights therein.  "Intellectual Property Rights" means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights.
  (c) No rights or licenses are granted, directly or indirectly, whether impliedly, under any theory of estoppel, or otherwise, under any Intellectual Property Rights (including, but not limited to, patents), whether or not the exercise of any right herein granted necessarily employs an invention of any existing or later issued patent, of Company, it affiliates or of any third party except those expressly set forth in this Section 2.   
  (d) As partial, material consideration for the rights granted to it under these Agreement Terms, User agrees to grant and hereby grants to Nokia, its existing and future affiliates and any successors in interest of any of the foregoing (“Licensee’s), an unconditional, perpetual, irrevocable, worldwide, non-exclusive, non-sublicensable, royalty-free, fully paid up license under any intellectual property right created by User in connection with User’s use of the Lab and Materials to make, have made, use, import, lease, offer to sell, sell and otherwise dispose of or transfer any products or services of any kind and such license shall inure to the benefit of any third party, such as customers and distributors, that acquire, lease or receive any such products or services of any kind from the Licensees with respect to such products or services so acquired, leased or received.  

3. Restrictions on Use:  User may not: (a) resell, rent, lease, sublicense, or otherwise transfer, reproduce, display, download, modify, create derivative works of or distribute the Material, in whole or in part; (b) attempt to reverse engineer, decompile, disassemble or access or otherwise attempt to discover the source code for the Material or any component thereof; (c) permit any other party to access the Lab or the Material; (d) transmit the Material, in whole or in part, electronically or by any other means to any third party; (e) remove or obscure any copyright, trademark or other proprietary notices or legends from any portion of the Material; or (f) access the Lab or the Material via any means other than over the Internet using authorized login credentials.  

User warrant and represent that User will familiarize itself with and comply, in User’s use of the Lab and Materials, with:
  (a) all applicable privacy, consumer protection, marketing and data security laws and government guidelines, including (without limitation) all laws that apply to collecting, accessing, using, disclosing and securing User Data;
  (b) the Nokia Privacy Policy; http://www.nokia.com/en_int/privacy
  (c) User’s own privacy policy; and
  (d) User will not:
      a. impersonate any person or obtain access to any information without authorization;
      b. upload, post, email or transmit or otherwise make available messages that promote pyramid schemes, chain letter, disruptive commercial message or advertisement, or anything else prohibited by law;
      c. commit or encourage fraudulent or other illegal activities in violation of any applicable law, regulation, legal agreement or Nokia’s published policies;
      d. infringe or misappropriate any copyright, trademark or other intellectual property, proprietary right, license right, or legal content protections;
      e. use, store, share, host, copy, distribute, display, publish, transmit or send content that is or may be deemed offensive, inflammatory, hateful, defamatory, discriminatory, obscene, abusive, invasive of privacy, harmful to others, or otherwise objectionable;
      f. access or probe any network, computer or communications system, software application, or network or computing device systems (“Systems”) without authorization, including but not limited to breaches, vulnerability scans or penetration testing; 
      g. circumvents or modifies any keys or other security mechanism employed by Nokia
      h. attack, abuse, interfere with, surreptitiously intercept, or disrupt any users, Systems or services, including but not limited to Denial of Service (DoS), unauthorized monitoring or crawling, distribution of malware (including but not limited to viruses, Trojan horses, worms, time bombs, spyware, adware, or cancelbots);
      i. distribute unwanted, unsolicited or harassing mass e-mail or other messages, promotions, advertising, or solicitations (“Spam”);
      j. alter, forge or obscure mail headers or assume a sender’s identity without the sender’s express permission, nor collect replies to messages sent from another internet service provider if those messages violate this Policy or the acceptable use policy of that provider; or
      k. interfere with, abuse, disrupt, intercept, circumvent or otherwise violate the security of the Service.

In addition to remedies for breach of this Agreement, Nokia has the right, but does not assume the obligation, to monitor and investigate violations of this Section 3(d). Failure to comply with or breach of this Section 3(d), may result in Nokia taking any and all actions in its sole discretion and with immediate effect (in its reasonable discretion), up to and including:

      a. suspending or terminating access to the Service;
      b. removing or prohibiting access to content that violates this Section 3(d);
      c. legal proceedings against User for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
      d. further legal action against User; and/or disclosure of such information to law enforcement authorities as Nokia reasonably feels is necessary or appropriate.

Nokia excludes and disclaims all liability for actions taken in response to breaches of this Section 3(d). The responses described in this Section 3(d) are not limited, and Nokia may take any other action it reasonably deems appropriate.

4. Confidential Information: The Material and any other information provided to User by Company under this Agreement constitute and contain Company’s confidential and proprietary information, and User shall not disclose Confidential Information to any third party or use it for any purpose other than the use stated in Section 2. Notwithstanding the preceding sentence, User shall not be required to maintain such confidentiality in respect of portions of the Confidential Information, if any, (a) previously known to User free of any obligations to keep confidential; (b) generally known to the public, provided that such public knowledge was not the result of any act attributable to User; (c) which Company otherwise explicitly agrees in writing need not be kept confidential; or (d) which is requested pursuant to a judicial or governmental request, requirement or order under law, provided that User provides Company with sufficient prior notice in order to contest such request, requirement or order or seek protective measures.

5. Term and Termination:  The term of this Agreement begins upon the Effective Date and continues for so long as User (i) is in compliance with all of the terms of this Agreement and remains registered with Company  unless earlier terminated as provided herein (“Term”).  If User fails to comply with any provision of this Agreement, including failure to pay any applicable fees (including third-party cloud service fees) when due, or stops using the Lab (as shown by an idle account), or if Company suspends or discontinues the Lab, Company, in its sole discretion, may terminate this Agreement and all rights granted hereunder by deactivation of User’s login token and password, effective immediately with or without delivering notice of termination to User.

6. Test Results: In no event shall User take any actions that would suggest that User’s products or services are “Nokia NSP Compatible”, “Nokia Tested”, “Nokia Certified” or the like.  

7. Feedback: In return for the rights granted under this Agreement, if User provides Company or any of its affiliates with any reports on bugs or errors in the Material, or reports on the operation of the Material, or suggested modifications (collectively "Feedback"), Company and its affiliates shall have the right to use such Feedback for any purpose without payment or accounting to User. User agrees that under no circumstances shall any Feedback provided by User contain any confidential information of User or of any other third party.

8. Nothing Construed: Neither the execution of this Agreement nor anything in it or in the Lab or the Material shall be construed as (a) obliging either party to furnish any assistance of any kind whatsoever, or to furnish any products or information other than the Material or to revise, supplement or elaborate upon such information; or (b) providing or implying any arrangement or understanding that either party will make any purchase or lease from, or enter into any contract or other business arrangement with, the other party.

9. Disclaimer of Warranty: 
  (A) USER EXPRESSLY AGREES THAT USE OF THE LAB OR THE MATERIAL IS AT USER’S SOLE RISK. COMPANY DOES NOT WARRANT OR GUARANTEE THAT THE LAB OR THE MATERIAL WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES COMPANY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE MATERIAL, OR AS TO THE TIMELINESS, EFFICACY, OPERABILITY, COMPLETENESS, ACCURACY, AVAILABILITY, RELIABILITY OR CONTENT OF THE LAB OR THE MATERIAL OR OF ANY DESIGN, FUNCTION, PROCESS, INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH OR BY USE OF THE LAB OR THE MATERIAL. 
  (B) THE LAB AND THE MATERIAL ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND. COMPANY DISCLAIMS ALL  EXPRESSED AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE, AND ANY OTHER CONDITION, REPRESENTATION, AND WARRANTY ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE. 

10. Limitations of Liability. (A) THE AGGREGATE LIABILITY OF COMPANY, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS COLLECTIVELY, TO USER, FOR ANY AND ALL DIRECT DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED ONE THOUSAND DOLLARS ($1,000.00) CANADIAN. (B)  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS DISCLAIM LIABILITY FOR ANY LOSS OF REVENUE OR PROFITS, LOST OR DAMAGED DATA, BUSINESS INTERRUPTION AND FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER ARISING OUT OF THE USE OF OR INABILITY TO USE THE LAB OR THE MATERIAL OR OTHERWISE AND EVEN IF COMPANY OR ITS AFFILIATES, SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES OR INJURY REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN THE MATERIAL; FAILURE OF PERFORMANCE; INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION; COMPUTER VIRUS; COMMUNICATION FAILURE; THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF THE MATERIAL, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN THE MATERIAL, OR FOR ANY DELAY OR INTERRUPTION IN THE PROVISION THEREOF TO USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. 

11. General.  The trademarks NOKIA (word) and NOKIA (logo) and all title interests therein are solely owned by Company or its licensors and no rights are granted to use such trademarks under this Agreement. This Agreement constitutes the entire agreement of the parties with respect to the Lab and the Material and supersedes all previous written or oral agreements between the parties with respect to the Lab or the Material. In its sole discretion, Company shall have the right at any time to delete, upgrade, improve, remove, expunge, change or modify or otherwise alter the Material, the terms and conditions applicable to User’s use of the Lab or the Material, or any part thereof, or to impose new conditions. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by any means including, but not limited to, a broadcast message to the account holder and A posting on the Company’s website. Any access or use of the Lab or the Material by User after such notice shall be deemed to constitute acceptance by User of such changes, modifications or additions. The waiver of any breach or default does not constitute the waiver of any subsequent breach or default.  If any provision of this Agreement is held to be illegal or unenforceable, it shall be deemed amended to conform to applicable laws or regulations, or, if it cannot be so amended without materially altering the intention of the parties, it shall be stricken and the remainder of this Agreement shall continue in full force and effect. User agrees to defend, indemnify and hold harmless Company, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of or relating to the User’s use of the Lab or the Material or any breach of this Agreement by User. The laws of the Province of Ontario and the federal laws of Canada applicable therein (without giving effect to conflicts of law principles) govern all matters arising out of or relating to this Agreement.  For the purpose of all legal actions and proceedings arising out of or relating to this Agreement, each party irrevocably attorns to the exclusive jurisdiction of the courts of located in the City of Toronto and the City of Ottawa in the Province of Ontario and their respective appellate courts for the purpose of all legal actions and proceedings arising out of or relating to this Agreement. Each party waives its right to trial by jury of any claim or controversy arising out of or related to this Agreement. Sections 6, 7, 9, 10, and 11, and User’s obligation to pay applicable fees survive termination of this Agreement.
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