NOKIA STORE
PUBLISHER REGISTRATION AND DISTRIBUTION AGREEMENT (UPDATED JUNE 2012)

1. Introduction

Nokia Store is a publicly available program that allows publishers to distribute Content for use on compatible mobile devices pursuant to this Agreement. Publishers can choose to distribute Content for free or may charge a fee for their Content.

2. Accepting this Agreement; Definitions

2.1. Acceptance

This Nokia Store Publisher Registration and Distribution Agreement together with the Privacy Policy (collectively, the “Agreement”) forms a legally binding contract between You and Nokia in relation to Your registration for a publisher account, submission of Your Content to Nokia, use of the materials, tools and websites relating to Nokia Store that are offered by Nokia for publishers, and the potential distribution of Your Content following Your submission (collectively, the “Program”). You may not participate in the Program if You do not accept this Agreement. The use of some of the materials, tools and websites relating to the Program may be subject to additional terms that You have to accept before use.

By accepting this Agreement and/or by submitting Content and any related material to Nokia, You (a) represent that (i) You are of the legal age of majority in the jurisdiction in which You reside, (ii) You are legally permitted to participate in the Program, and (iii) You have the required authority to accept this Agreement on behalf of Your employer or other entity if You are accepting this Agreement in such capacity; and (b) agree to be bound by the terms and conditions contained in the Agreement then in effect on the date of acceptance or submission.

2.2. Definitions

“Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of either You or Nokia, respectively, as owned (or licensed) by such party from time to time.

“Content” means any information or material such as services, applications, games, electronic books, data, text, software, music, sound, photographs, images, graphics, video messages, answers, questions, comments, suggestions, hints, strategies, concepts, designs, ideas, plans or orders.

“Net Revenue” means the purchase price paid for Your Content by the end user, net of returns, refunds and bad debt, less all applicable taxes levied on sales, consumption, or based on revenue, regardless of what that tax is called.

“Nokia” means Nokia Corporation, and any affiliate legal entity that Nokia Corporation directly or indirectly controls. “Control” as used here means ownership of or the ability to direct fifty percent (50%) or more of the voting securities or similar voting rights.

“Open Source Software” means any software, which is subject to license terms and conditions currently listed at http://opensource.org/licenses/ or meeting the criteria listed at http://www.opensource.org/docs/definition.php or which is subject to any similar free or open source license terms.

“Nokia Store” means a Nokia-branded platform (which includes a mobile device client application and Internet-based services and may include a PC based client) provided by Nokia, however named, through which Content may be shown, offered and/or purchased by end users of the platform.

“Personal Data” means information relating to an identified or identifiable natural person.

“You” or “Your” means the person(s) or legal entity exercising rights under this Agreement. If You are entering into this Agreement on behalf of Your company, organization or legal entity, then “You” or “Your” refers to Your company, organization or legal entity.

The following definitions apply to Section 17 of this Agreement:

“Capability” means the access rights to sensitive device resources that may be granted to You through Nokia Store Signing.

“Conformance Statement” means Your confirmation (along with applicable supporting information) that Your Content meets specified criteria for Signing.

“Content Certificate” means the digital code that grants access to Capabilities or confirms Java Verification.

“Java Verification” means verification of Content for the Java ME Platform included in the Target Devices in accordance with the “JavaVerified” program.

“Nokia Partner” means any third party selected by and cooperating with Nokia in connection with Java Verification or Content Signing.

“Nokia Store Signing” means the service program offering Signing through use of the Program.

"Sign," “Signing,” and "Signed" means attaching Content Certificate(s) to Your Content.

“Target Device” means any Nokia-branded wireless device for which You intend to make Signed Content available.

“Test Criteria” means the technical, functional and operational criteria against which Content is tested in connection with Nokia Store Signing.

“Testing” means the testing of Your Content against the Test Criteria in connection with Nokia Store Signing.

“UID” means a unique 32-bit number created by Nokia or Nokia Partner and used exclusively to identify Content.

“UTI” means Unified Testing Initiative, an industry group managing the “JavaVerified” program for verification of mobile applications running on the Java ME Platform.

3. Registration For A Publisher Account

You must register for a publisher account in order to participate in the Program. You agree to provide truthful and complete information when registering for the Program and to keep that information updated. Your registration information will be used to validate Your publisher account, and failure to provide complete or accurate information may result in Your rejection from the Program. Notwithstanding the foregoing, acceptance or rejection of Your registration is at Nokia’s sole discretion.

When You register, You will create a username and password. You are solely responsible for any use of the Program with these credentials, and agree to protect them against misuse by others and to notify Nokia promptly of any misuse. Nokia may limit the number of registrations issued to You or to the company or organization You work for.

As consideration for the rights and licenses granted to You under this Agreement and Your participation in the Program, You agree to pay Nokia the requisite registration fee (if any) as set forth on the Program website at that time. This fee is non-refundable and is required for each of Your registrations.

After You register, You may begin submitting Your Content for consideration by Nokia for distribution via the Nokia Store. When You submit Your Content for consideration, You will be able to define the parameters for potential distribution of Your Content on price, territory and/or mobile device basis.

4. Pricing and Payments

4.1. This Agreement covers both Content You choose to submit for free and Content for which You wish to charge a fee. Your Content may be purchased by consumers via credit card and/or operator billing arrangements subject to availability.

4.2. Price Selection. You select the nominal global price point (including free) that You wish to charge for Your Content from among a range of pre-defined price points displayed when You submit Your Content through the Program. Nominal global price points (other than free) are shown in Euros and represent approximate prices. Each selected nominal global price point is mapped to a specific local retail price by Nokia, and such local retail prices can vary depending on the distribution territory, operator billing requirements, local market pricing practices, local legislation, local currency differences when billing is not done in Euros, and other factors. Price mapping may be subject to change from time-to-time and the selection of local retail pricing is in Nokia’s sole discretion. Price mapping is the same for all publishers distributing Content through the Program. Should You become dissatisfied with Nokia’s price mapping, Your sole remedy and recourse is to remove Your Content from the Program. You further agree that Nokia may change or abandon its nominal pricing structure, without having to amend this Agreement, in favor of a pricing system that allows You to select actual price points for distribution territories rather than price mapping to those territories.

4.3. Nokia will pay You seventy percent (70%) of the Net Revenue attributable to purchases of Your Content by end users. You agree that Nokia may increase the percentage of Net Revenue payable to You for either operator or credit card billing without having to amend this Agreement. For purchases made via operator billing, You acknowledge and agree, that payment and bad debt information received from operator billing arrangements may be based on aggregate amounts and not itemized, and that if Nokia is unable to determine the exact amount directly attributable to all Content, then Nokia may allocate and apportion such revenues or bad debt according to an equitable prorated method across Content sold through a particular operator.

4.4. Net Revenue attributable to purchases is determined using the amounts actually collected and received by Nokia from either credit card purchases, operator billing purchases or both. You acknowledge that there can be a time delay between when Your Content is sold, and when Nokia receives the funds attributable to the sale of Your Content. Should the time delay be significant, as determined solely in Nokia’s discretion, Nokia reserves the right (but is under no obligation) to make courtesy payments to You based on estimated Net Revenue (instead of actual). If such courtesy payments are made, Nokia may adjust Your future payments based on actual figures and amounts once known.

4.5. Payment to You will be made no less frequently than on a calendar monthly basis following the end of each calendar month. Payment from Nokia will be wired electronically to You and will be paid in Euros, which payment may be reflected differently to You based on local currency differences, exchange rates, Your bank fees and other factors beyond Nokia’s control. Notwithstanding the foregoing, if the total amount payable to You is less than one hundred Euros (€ 100), Nokia will have the right to withhold payment until the next regularly scheduled monthly payment date on which the amount payable to You equals or exceeds one hundred Euros (€ 100).

4.6. Taxes

Each party is responsible for all taxes (including, but not limited to, taxes based upon its income) or levies imposed on it under applicable laws, regulations and tax treaties as a result of any contract and any payments hereunder.

In the event that a withholding tax or similar tax, including any advance tax, is payable, Nokia or any operator, billing aggregator or any other party involved with the billing arrangements for the sale of Your Content in the Program will be entitled to deduct the withholding tax or similar tax from the payment relating to Your Content as required under applicable laws, regulations and tax treaties. Upon formal written request from You, furnished to Nokia’s mailing address provided in Section 18.5, Nokia will furnish evidence of taxes withheld by Nokia, or Nokia will take reasonable actions as determined by Nokia to obtain and furnish evidence of taxes withheld by other parties involved with the billing arrangements in order to enable You to obtain any credits available to You.

Reduced withholding tax rate of a double taxation agreement, if any, will be applied only if You provide sufficient documentation, to Nokia’s mailing address provided in Section 18.5, that the double taxation agreement is applicable to the payment and that You are entitled to the benefits of the double taxation agreement. You also warrant that You are the beneficial owner of the Content within the meaning of the applicable double taxation agreement.

Any Finnish advance tax that may be applicable to payment relating to Your Content will be deducted as required under applicable laws and regulations. Your personal advance tax rate will be applied only if You provide Your tax card issued by Finnish tax authorities for the income relating to Content payments, furnished to Nokia’s mailing address provided in Section 18.5. No applicable Finnish advance tax will be deducted if You are registered with the prepayment-register of the Finnish tax authorities and if You provide sufficient documentation as determined by Nokia on Your registration, furnished to Nokia’s mailing address provided in Section 18.5.

You indemnify and hold Nokia, and any operator, billing aggregator or any other party involved with the billing arrangements for Your Content harmless against all claims by any tax authority for any underpayment of withholding tax or similar tax including advance tax, penalties and interest.

4.7. VAT and Invoicing

Any VAT, sales tax, service tax, business tax, turnover tax, IVA, ISS or any similar tax levied on You in the country where You are registered for tax purposes is solely Your responsibility. Nokia is not liable to You or anyone else to pay any of the aforementioned taxes in addition to the revenue share Nokia remits to You.

You agree to the use of Nokia’s Self Billing Arrangement (the “Nokia SBI”). This means that the corresponding payment documentation that Nokia sends You when You are paid (pursuant to Section 4 above) also constitutes the cost invoice against which Nokia pays You, and as Your sales invoice for which You are getting paid. You further agree that any Nokia SBI documentation may be delivered to You at the email address You provided during registration to the Program, or as updated by You after registration. You certify that Your email address and all Your registration information, as may be updated by You from time to time, are truthful, accurate, current, valid and adequate for Nokia SBI purposes.

You are solely liable for issuing any VAT, tax or similar invoice as may be required by the laws of Your country if such document is required in addition to the Nokia SBI materials, and You certify that such invoice or document will show exactly the same details as those shown in the Nokia SBI materials, and reflects the same amount to pay to You which the Nokia SBI shows in Euros (the currency in which Nokia will make payments to You). Nokia is not liable for any tax or legal consequences if Your invoice or document deviates from the Nokia SBI details.

4.8. Restriction on Bypassing Nokia’s Billing Solution

All fees received by You from end users for Content distributed via the Program must be processed by Nokia using its billing solutions. This provision is not intended to prevent distribution of free trial, demo or basic versions of Your Content with a later upsell option to obtain a full or enhanced version. However, if You want to collect fees at a later point in time from within Your Content, You must collect such fees through the payment methods offered to end users through the Program. In this Agreement, “free” means there are no charges or fees of any kind for use of the Content other than standard data transfer charges that may apply.

4.9. Your Support For Your Content

You will be solely responsible for support and maintenance of Your Content and to address any complaints about Your Content. You agree to provide customer support by email delivered to the email address You provided during registration to the Program, or as updated by You after registration. You agree to respond to customer related issues pertaining to Your Content, sent to Your email address, within five (5) business days. You further agree to upload or provide a link to any support materials for Your Content when submitting Your Content for consideration by Nokia.

5. Use of the Program by You

5.1. You agree to use the Program only for purposes that are permitted by (i) this Agreement and (ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.

5.2. You may use the Program solely for the purposes of distribution of Content via the Nokia Store. You agree that if You use the Program to distribute Content, You will protect the privacy and legal rights of end users. If the end users provide You with, or Your Content accesses or uses, user names, passwords, or other login information or Personal Data, You must make the end users aware that the information will be available to You and/or Your Content, and You must provide legally adequate privacy notice and protection of that information for those end users. Further, Your Content may only use that information for the limited purposes for which the end user has given You permission to do so. If Your Content stores Personal Data or sensitive information provided by end users, it must do so securely and only for as long as it is needed.

5.3. Prohibited Actions

You agree that You will not engage in any activity with the Program, including the development or distribution of Content, that interferes with, disrupts, damages, or accesses in an unauthorized manner the devices, servers, networks, or other properties or services of any third party including, but not limited to, Nokia Store end users, Nokia or any mobile network operator.

5.4. Non-Compete. You may not use the Program to distribute or make available any Content whose primary purpose is to facilitate the distribution of Content outside of the Program.

5.5. You agree that You are solely responsible for (and that Nokia, Nokia’s billing providers and any network operators enabling or featuring Nokia Store have no responsibility to You or to any third party for) any Content You distribute through the Program and for the consequences of Your actions (including any loss or damage which Nokia may suffer) by doing so.

5.6. You agree that You are solely responsible for (and that Nokia, Nokia’s billing providers and any network operators enabling or featuring Nokia Store have no responsibility to You or to any third party for) any breach of Your obligations under this Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which Nokia or any third party may suffer) of any such breach.

5.7. Managing Your Content. You will be responsible for uploading Your Content to the Program, providing any required Content information and disclosures to end users, and accurately disclosing the security permissions necessary for the Content to function on the end user’s mobile device.

5.8. Prohibited Content. Any Content You distribute via the Program must adhere to the Content Guidelines for publishers located at http://developer.nokia.com/images/uploads/pdfs/Content_Guidelines.pdf, which guidelines may be updated from time to time. For the avoidance of doubt, Your Content must not: (i) depict explicit sexual activity; (ii) depict or endorse acts that cause or are intended to cause excessive pain or suffering; (iii) promote or endorse the misuse of alcohol, tobacco, illegal drugs or other addictive substances; (iv) promote intolerance or discrimination based on racial, political, ethnic, religious, gender or sexuality; (v) promote invasion of rights of privacy; (vi) promote gambling; or (vii) promote illegal activity.

5.9. Communication. Nokia may send communications to You from time to time. Such communications may be in the form of phone calls, emails, text messages or other forms of commercially available communication tools. The subject matter of these communications may include, but not be limited to, marketing materials, technical information, device support, and updates and/or changes regarding Your participation in the Program. By agreeing to this Agreement, You consent that Nokia may provide You with such communications.

5.10. Reporting. Nokia may provide You with access to online reporting tools showing download data and estimated revenue regarding distribution of Your Content. You acknowledge and agree that any online reporting tools are provided as a courtesy, are for informational purposes only, and may not represent exact data due to varying factors including but not limited to the nature of the Internet, the influx of new and sometimes unknown IP addresses, the possible use of proxy servers, and the delay and differences that may occur between estimated revenues being shown and the amounts actually collected and received by Nokia from either credit card purchases, operator billing purchases or both.

6. Licenses Grants

Nokia does not claim ownership in Your Content and Your submission of Content for the Program does not transfer ownership rights in the Content to Nokia.

However, by submitting Content for the Program You grant to Nokia a non-exclusive, worldwide, irrevocable during the term of this Agreement, royalty-free right and license to use, copy, publicly perform, display, and distribute the Content in connection with the Program. You further grant to Nokia, and any of its network operator partners featuring or enabling Nokia Store, a non-exclusive, worldwide, irrevocable during the term of this Agreement, royalty-free right and license to use, attach, include, reproduce and display parts of the Content in connection with the marketing of Your Content and Nokia Store. You also grant Nokia a non-exclusive, worldwide, irrevocable during the term of this Agreement, royalty-free right and license to translate the meta data and Content descriptions that You provide when submitting Content for the Program into other languages supported by Nokia devices in order to broaden the potential appeal and audience reach for Your Content.

Each party will own all right, title and interest, including without limitation all intellectual property rights, relating to its Brand Features. Except to the limited extent expressly provided in this Agreement, neither party grants, nor will the other party acquire, any right, title or interest (including, without limitation, any implied license) in or to any Brand Features of the other party. Subject to the terms and conditions of this Agreement, You grant to Nokia, and any of its network operator partners featuring or enabling Nokia Store, a worldwide, non-exclusive, irrevocable during the term of this Agreement, royalty-free right and license to use, attach, include, reproduce and display Your Brand Features in connection with any of Your Content and the marketing of Your Content and Nokia Store. Nokia may include Your Brand Features and Content in presentations, marketing materials and press releases. Nothing in this Agreement gives You a right to use any of Nokia’s Brand Features, except You are allowed to use such Brand Features that may be provided to You by Nokia in connection with the Program when You are providing end users links to Nokia Store and/or access to Your Content found there.

Any license You grant to Nokia includes network operators enabling or featuring Nokia Store and consultants, suppliers and contractors providing services for or on behalf of Nokia.

You may provide a license agreement to the end user of Your Content. If You provide Your own license agreement, Your license must, at a minimum, permit the end user to re-download the Content up to ten (10) times without payment of any additional fees to You (from either Nokia or the end user). Nokia is not responsible for any violation of any terms between You and end users of Nokia Store or Your Content. If you do not provide a license agreement with your Content then You hereby grant end users of Your Content a non-exclusive, worldwide, perpetual right and license to use Your Content, and to re-download the Content up to ten (10) times without payment of any additional fees to You (from either Nokia or the end user).

7. Content Submission and Selection

7.1. Submission to Nokia. You may submit Your Content for consideration by Nokia for distribution in the Program once You decide Your Content is compliant with this Agreement and ready for potential distribution to Nokia Store end users. You represent and warrant that Your Content complies with the submission documentation and Program requirements in effect at the time of submission. You agree to cooperate with Nokia in this process and to truthfully answer questions and provide information about Your Content, as reasonably requested by Nokia. You further represent and warrant that You have full authority and/or all necessary rights, licenses or permissions to submit Your Content to Nokia, and to make it available for consumption by end users, and that You will be solely responsible for the acquisition and payment of any and all third party clearances, consents, permissions, licenses, authorizations, and rights (including any and all rights in any works (including musical works), recordings and/or other materials), to the extent applicable and required in connection with the distribution of Your Content through the Program.

7.2. Device Selection. When submitting Your Content for consideration, You must select which Nokia devices are compatible for potential distribution of Your Content. Nokia may, in its sole discretion, add Your Content for distribution to other compatible devices, consistent with Your pricing and territorial distribution selections.

7.3. Selection for Availability

You understand and agree that Nokia may determine in its sole discretion that Your Content does not comply with the submission documentation and Program requirements then in effect, or reject Your Content for distribution for any reason even if it meets the submission documentation and Program requirements. You further understand and agree that if Your Content is selected for distribution via the Program, Nokia may, in its sole discretion, remove Your Content at any time and for any reason.

Nokia, Nokia’s billing providers and any network operators enabling or featuring Nokia Store will not be responsible for any costs, expenses, damages, losses (including without limitation lost business opportunities or lost profits) or other liabilities You may incur as a result of developing Your Content or use of the Program, including without limitation the fact that Your Content may not be selected for distribution via the Program, is removed from distribution via the Program, or if Nokia discontinues the Program. You will be solely responsible for developing Content that is safe, free of defects in design and operation, and complies with applicable laws and regulations. You will be solely responsible for any documentation, customer support and warranty obligations for Nokia Store end users. The fact that Nokia may have reviewed, tested, approved or selected Your Content will not relieve You of these obligations and will not subject Nokia to responsibility or liability for Your Content.

8. Program Availability

Nokia reserves the right, in its sole discretion, to change, improve and correct the Program. The Program may not be available during maintenance breaks and other times.

Nokia may also decide to discontinue the Program or any part thereof in its sole discretion. In such case You will be provided a prior notification.

9. Confidentiality

You may, in Your sole discretion, provide Nokia with comments, information or other feedback regarding Nokia products, internet services or this Program, which Nokia may freely use to improve or enhance its products, services or this Program without obligation of confidentiality or compensation to You.

You agree that all information disclosed by Nokia to You that relates to the Program or 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: (i) information that Nokia makes generally available to the public; (ii) information that You can demonstrate to have had rightfully in Your possession prior to disclosure to You by Nokia; (iii) information that is independently developed by You without the use of any Confidential Information; or (iv) 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 anyone other than those individuals who have an existing Program membership. 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 any other confidentiality agreements You may have between You and Nokia, Nokia will not be responsible for keeping confidential any Content You submit to Nokia for consideration through the use of the Program.

You acknowledge that Nokia develops its own Content and works with many developers and publishers who develop their own Content. Some of Nokia’s or its publisher partners’ Content may be similar to or compete with Your Content, either now or sometime in the future. Nokia cannot agree, and expressly disclaims, any confidentiality obligations or use restrictions, express or implied, with respect to any information that You may provide in connection with this Agreement or the Program, including information included in or with Your Content.

10. Privacy and Information

In order to continually improve the Program, Nokia may collect certain usage statistics from the Program, including but not limited to, information about how Content, compatible devices and the overall Program are being used.

Data collected, including Your Personal Data obtained through use of the Program, is maintained in accordance with Nokia’s Privacy Policy.

11. Terminating this Agreement

11.1. This Agreement will remain in effect until terminated.

11.2. Either party may terminate this Agreement at any time and for any reason (or no reason) by giving at least sixty (60) days prior written notice. In addition, either party may terminate this Agreement immediately in the event of a material breach of this Agreement by the other party which is not cured within thirty (30) days after receipt of written notice of the breach.

11.3. If You terminate this Agreement or request that Nokia remove Your Content from the Program, You agree that Nokia may retain a copy of the affected Content and, unless the Content was removed from the Nokia Store because of an allegation or judgment of intellectual property infringement, you grant to Nokia a perpetual, limited license to reproduce and provide such Content to end users who previously downloaded the Content and need to re-download the Content as a result of storage management, backup and restore, technical or other reasons.

11.4. The obligations in Sections 2, 3, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9 (first sentence only), 5.2, 5.3, 5.4, 5.5, 5.6, 6 (last paragraph only), 9, 10, 11.4, 12 through 14 inclusive, 16, 17.6 and 18 will survive any termination or expiration of this Agreement. The parties agree that Nokia will discontinue the use of Your Content and Your Brand Features for marketing (as permitted under Section 6) as soon as reasonably practicable after termination of this Agreement. Neither Nokia, nor any of Nokia’s billing providers, or any network operators enabling or featuring Nokia Store, will be liable for compensation, indemnity, or damages of any sort as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement will be without prejudice to any other rights or remedy Nokia may have, now or in the future.

12. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE PROGRAM AND ANY ASSOCIATED SOFTWARE OR SERVICES IS AT YOUR SOLE RISK AND THAT THE PROGRAM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

YOUR USE OF THE PROGRAM AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PROGRAM IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

NOKIA FURTHER EXPRESSLY DISCLAIMS (ON BEHALF OF ITSELF, NOKIA’S BILLING PROVIDERS, AND ANY NETWORK OPERATORS ENABLING OR FEATURING NOKIA STORE) ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

13. LIMITATION OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY LAW, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT NOKIA, NOKIA’S BILLING PROVIDERS, AND ANY NETWORK OPERATORS ENABLING OR FEATURING NOKIA STORE WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT NOKIA, NOKIA’S BILLING PROVIDERS, OR ANY NETWORK OPERATORS ENABLING OR FEATURING NOKIA STORE, OR ANY OF THEIR REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

14. Indemnification

To the maximum extent permitted by law, You agree to defend, indemnify and hold harmless Nokia, Nokia’s billing providers, and any network operators enabling or featuring Nokia Store and each of those parties respective directors, officers, employees and agents from and against any and all third party claims, actions, suits or proceedings, as well as any and all liabilities, assessments, losses, damages, costs and expenses (including reasonable attorneys fees) resulting from or arising out of: (i) Your breach of the Agreement; (ii) Content You submit through the Program; (iii) Your infringement or violation of any copyright, trademark, trade secret, trade dress, patent or other intellectual property right, or defamation of any person or violation of their rights of publicity or privacy; and (iv) misuse of the Program by a third party where such misuse was made available by Your failure to take reasonable measures to protect Your username and password against misuse.

15. Changes to the Program or this Agreement

Nokia reserves the right, at its discretion, to modify or change the terms of this Agreement at any time without prior notice. In order to continue Your participation in the Program, You must accept and agree to the new terms of the Agreement. If You do not agree to the new terms, Your use of the Program will be suspended or terminated. Nokia may also update the general requirements, rules and polices around participation in the Program at any time. You will be responsible for reviewing and becoming familiar with any such modifications (including but not limited to new terms, updates, revisions, supplements, guidelines, and any additional rules, policies, terms and conditions (“Additional Terms”) communicated to You by Nokia. All Additional Terms are hereby incorporated into this Agreement by this reference, and Your continued use of the Program will indicate Your acceptance of any Additional Terms. You must discontinue Your use of the Program if You do not accept the Additional Terms.

Nothing in this Section will affect Nokia’s rights under Sections 3 or 11 above.

16. Open Source Software

If Your Content includes any Open Source Software, You warrant that You comply with all applicable Open Source Software license terms. Furthermore, You warrant that You will not use any Open Source Software in such a way that would cause the non-Open Source Software portions of the Program, Nokia Store, or any other Nokia software or the software of any of Nokia’s billing providers or any network operators enabling or featuring Nokia Store to be subject to any Open Source Software license terms.

17. Nokia Store Signing

17.1. Nokia may offer You free Nokia Store Signing for Your Content. This Section 17 applies only if You submit Content for Nokia Store Signing and does not otherwise modify Section 7 of this Agreement.

17.2. Nokia may provide You Test Criteria, a Conformance Statement template and UID(s) for the purposes of Nokia Store Signing. Before submitting Content for Nokia Store Signing, You must, as applicable, (i) identify the Content with a new or existing UID received from Nokia, (ii) carry out testing or otherwise ensure compliance of Your Content against the Test Criteria, and (iii) complete and provide to Nokia a Conformance Statement for Your tested Content.

17.3. Testing. Testing may be carried out by Nokia or Nokia Partner(s) at Nokia’s sole discretion. Nokia may provide You with Testing results and related information but is not responsible for the accuracy of such information. You will keep such information confidential and not disclose it to third parties without prior written permission from Nokia. Nokia and Nokia Partner(s) may use Testing results and related information for Nokia Store Signing and the Program. Nokia may store and use Testing results and related information, including any information received from You in connection with Nokia Store Signing, to fulfill its obligations under other agreements related to Testing, Signing, and Java Verification.

17.4. Signing. For Content which successfully completes Testing, Nokia may select the appropriate Content Certificate(s) to be used for Signing in accordance with the Target Devices and/or the Program functionalities (e.g., DRM protection or in-application purchase features) You have selected for Content through the Program. You may then submit Signed Content for the Program.

17.5. Requirements. You may not attempt to modify, adapt, reverse engineer or otherwise interfere with Signed Content, including any associated Content Certificate(s). You may distribute the Signed Content only in whole, unaltered form, and only through the Program. You must not misrepresent to any third party the meaning Signed Content or Nokia Store Signing. You must maintain the quality of Signed Content in a manner that is at least at a level commensurate with Your overall reputation for quality products and that meets or exceeds industry standards. You must also provide Signed Content for subsequent testing by Nokia or Nokia Partner(s), as may be requested by Nokia.

17.6. You represent and warrant the following in connection with Nokia Store Signing:

17.6.1. You will co-operate with Nokia and Nokia Partner(s) in investigating and resolving any security or operational issues relating to use of Your Content, including without limitation any improper disclosure of Personal Data;

17.6.2. You have taken all reasonable steps and actions consistent with prevailing industry standards to ensure that no malware or other harmful material is, or to the best of Your knowledge will be, included, coded or introduced into any Content;

17.6.3. You will promptly notify Nokia if malware is discovered in or associated with Your Content, and promptly cease all use or distribution of such harmful Content;

17.6.4. You will not submit any Content compromises or seeks to compromise platform security or the associated user interfaces, or other security of the Target Devices;

17.6.5. Content does not: (i) impair or otherwise adversely affect the operation of a Target Device or any system or network with which such device may connect to; (ii) prevent or hinder user access to any other program or data on a Target Device; or (iii) impair the operation of any other program or the reliability of any data on a Target Device;

17.6.6. All information You provide in a Conformance Statement is true, accurate, current and complete, will be updated promptly to maintain its accuracy, and does not infringe any intellectual property rights of any third party;

17.6.7. You will give prompt notice to Nokia of the substance of any complaint by any end user or other third party that Signed Content may not meet the Test Criteria or this Agreement;

17.6.8. You will use Capabilities only as expressly allowed in this Agreement. Your right to use Capabilities is subject to each relevant operating system release version requiring Content to be equipped with Capabilities to interoperate properly with the Target Devices;

17.6.9. Content may only use Capabilities in accordance with the recommended practice set out in documentation made available by Nokia from time to time; will only request Capabilities that such Content reasonably requires for its intended use, and will not request any Capabilities that are not required by such Content for its normal operational use;

17.6.10. To minimize the risk of unauthorized distribution of digital rights management (“DRM”) protected data, You will not use the content access framework and will ensure that no DRM protected data stored in files accessed by any components of Content become available in an unprotected form;

17.6.11. You maintain and document industry leading testing processes and security measures with respect to Your use of Capabilities; and

17.6.12. You allow Nokia or its designee to audit the security measures agreed above and any Content.

17.6.13. You will provide the necessary assistance and information that Nokia may request if UTI initiates evaluation, inspection and testing of the applicable Signed Content in order to confirm its adherence with the “JavaVerified” program.

17.7. In addition to the licenses grants in Section 6 above, for actual or prospective Signed Content, You grant to Nokia (including consultants, suppliers and contractors providing services for or on behalf of Nokia), a worldwide, non-exclusive, royalty-free license to use Content for Testing and Signing. You also grant Nokia the right to (i) replace any existing certificates attached to the Content with the appropriate Content Certificate(s), and (ii) modify Content as required to distribute Signed Content and implement the Program functionalities You have selected. If Your Content has received Java Verification, you grant Nokia the right to sublicense to UTI, on a limited, non-exclusive, royalty free, perpetual basis, the use of Your name (and logo if applicable) to identify You and the related Signed Content on UTI's websites and in marketing or other informational material for its “JavaVerified” program and the use of related Signed Content in connection with the promotion of the UTI’s “JavaVerified” program (e.g., demonstration and testing to generate program statistics). Subject to the foregoing license, UTI owns all right, title, and interest in and to its “JavaVerified” program marketing materials.

17.8. Nokia or Nokia Partner(s) may at their sole discretion (and for the avoidance of doubt, without consulting or notifying You), procure the revocation of any Content Certificate(s) relating to any Signed Content.

17.9. Nokia Partners will not be liable for any damages to You under this Agreement. This Agreement does not give You any other rights or benefits in relation to Nokia Store Signing or Signed Content. In particular, this Agreement does not grant You any rights to use the name of Nokia Partners or any third party or to use any trade marks (including without limitation logos) of Nokia Partners or any third-party. For the avoidance of doubt, any use of Java marks (including without limitation word marks such as “Java Verified” and logos such as Java Powered logo) are subject to a separate agreement between You and Oracle America, Inc.

18. Miscellaneous

18.1. Dispute Resolution; Governing Law. Except where prohibited by applicable law or provided otherwise herein, this Agreement will be governed by the laws of Finland without regard to its conflict of law provisions. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, will be settled by arbitration under the Rules of Arbitration of the Finnish Central Chamber of Commerce. The arbitral tribunal will be composed of a sole arbitrator located in Helsinki, Finland in English. Nothing in this Agreement will limit Nokia’s right to seek interim injunctive relief or to enforce an arbitration award in any court of law.

18.2. Assignment. The rights granted in this Agreement may not be assigned or transferred by You without the prior written approval from Nokia. You will not be permitted to delegate Your responsibilities or obligations under this Agreement without the prior written approval from Nokia. Any attempted assignment of this Agreement without prior written approval will be null and void.

18.3. Severability. If any court of law or tribunal, having the jurisdiction to decide on this matter, rules that any provision of this Agreement is invalid, then that provision will be removed from this Agreement without affecting the rest of this Agreement. The remaining provisions of this Agreement will continue to be valid and enforceable. If there is any conflict between this Agreement and the Privacy Policy, the provisions of this Agreement will prevail.

18.4. Relationship of the Parties. The parties acknowledge that other than the contractual relationship established by this Agreement, this Agreement will not be construed as creating any other relationship, or agency, partnership, employment, joint venture, fiduciary duty, or franchise, or any other form of legal association between You and Nokia. This Agreement is not for the benefit of third parties; provided, however, that Nokia’s billing providers and any network operators enabling or featuring Nokia Store each will be third-party beneficiaries for purposes of Sections 5.5, 5.6, 7.3, 11.4, 12, 13, and 14.

18.5. Notices. Any notices relating to this Agreement will be in writing. Notices will be deemed given by Nokia when sent to You at the email address or mailing address You have provided for Your publisher account. You consent to receive notices by email and agree that any such notices that Nokia sends You electronically by email will satisfy any legal communication requirements. You may change Your email address by updating Your registration data that You provided during registration. You may provide notices under this Agreement to Nokia in writing at the following address: Nokia Store Publisher Program, Keilalahdentie 4, FIN–02150 Espoo, Finland.

18.6. Waiver and Construction. You agree that if Nokia does not exercise or enforce any legal right or remedy which is contained in this Agreement (or which Nokia has the benefit of under any applicable law), this will not be taken to be a formal waiver of Nokia’s rights and that those rights or remedies will still be available to Nokia. You agree that any laws, regulations or cases that provide that the language of a contract will be construed against the drafter will not apply to this Agreement.

18.7. Export Control. Content provided via the Program may be subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to Your distribution or use of Your Content. These laws include restrictions on destinations, users and end use. In particular, but without limitation, there are export restrictions (i) into any United States embargo countries; and (ii) to anyone on the United States Treasury Department’s list of Specially Designated Nationals or the United States Department of Commerce Denied Person’s List or Entity List. You represent and warrant that You are not located in any such country or on any such list.

18.8. Updates. Nokia may update this Agreement at any time in its sole discretion. Nokia recommends that you review this Agreement for updates each time You submit Content. By submitting Content under this Agreement, You agree to be bound by the terms and conditions contained in the Agreement then in effect on the date of submission. If You do not agree with an update, do not submit Your Content, and notify Nokia that You are terminating the Agreement

18.9. Entire Agreement. This Agreement constitutes the entire legal agreement between You and Nokia, governs Your use of the Program, and supersedes all prior understandings and agreements between You and Nokia regarding the Program.

Nokia Store Publisher Registration and Distribution Agreement- v.2.2