TECHNOLOGY PREVIEW LICENSE AGREEMENT

For individuals and/or legal entities resident in the Americas (North

America, Central America and South America), the applicable licensing

terms are specified under the heading "Technology Preview License 

Agreement: The Americas".

For individuals and/or legal entities not resident in The Americas, the

applicable licensing terms are specified under the heading "Technology 

Preview License Agreement: Rest of the World". 

TECHNOLOGY PREVIEW LICENSE AGREEMENT: The Americas

Agreement version 2.4

This Technology Preview License Agreement ("Agreement") is a legal

agreement between Nokia Inc. ("Nokia"), with its registered office at

102 Corporate Park Drive, White Plains, N.Y., U.S.A. 10604 and you (either an

individual or a legal entity) ("Licensee") for the Licensed Software (as

defined below). 

1. DEFINITIONS

"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. 

"Applications" shall mean Licensee's software products created using the

Licensed Software which may include portions of the Licensed Software.

"Term" shall mean the period of time six (6) months from the later of

(a) the Effective Date; or (b) the date the Licensed Software was

initially delivered to Licensee by Nokia. If no specific Effective Date

is set forth in the Agreement, the Effective Date shall be deemed to be

the date the Licensed Software was initially delivered to Licensee. 

"Licensed Software" shall mean the computer software, "online" or

electronic documentation, associated media and printed materials,

including the source code, example programs and the documentation

delivered by Nokia to Licensee in conjunction with this Agreement. 

"Party" or "Parties" shall mean Licensee and/or Nokia.

2. OWNERSHIP

The Licensed Software is protected by copyright laws and international

copyright treaties, as well as other intellectual property laws and

treaties. The Licensed Software is licensed, not sold. 

If Licensee provides any findings, proposals, suggestions or other

feedback ("Feedback") to Nokia regarding the Licensed Software, Nokia

shall own all right, title and interest including the intellectual

property rights in and to such Feedback, excluding however any existing

patent rights of Licensee. To the extent Licensee owns or controls any

patents for such Feedback Licensee hereby grants to Nokia and its

Affiliates, a worldwide, perpetual, non-transferable, sublicensable,

royalty-free license to (i) use, copy and modify Feedback and to create

derivative works thereof, (ii) to make (and have made), use, import,

sell, offer for sale, lease, dispose, offer for disposal or otherwise

exploit any products or services of Nokia containing Feedback,, and

(iii) sublicense all the foregoing rights to third party licensees and

customers of Nokia and/or its Affiliates. 

3. VALIDITY OF THE AGREEMENT

By installing, copying, or otherwise using the Licensed Software,

Licensee agrees to be bound by the terms of this Agreement. If Licensee

does not agree to the terms of this Agreement, Licensee may not install,

copy, or otherwise use the Licensed Software. Upon Licensee's acceptance

of the terms and conditions of this Agreement, Nokia grants Licensee the

right to use the Licensed Software in the manner provided below. 

4. LICENSES

4.1. Using and Copying

Nokia grants to Licensee a non-exclusive, non-transferable, time-limited

license to use and copy the Licensed Software for sole purpose of

designing, developing and testing Applications, and evaluating and the 

Licensed Software during the Term. 

Licensee may install copies of the Licensed Software on an unlimited

number of computers provided that (a) if an individual, only such

individual; or (b) if a legal entity only its employees; use the

Licensed Software for the authorized purposes. 

4.2	No Distribution or Modifications

Licensee may not disclose, modify, sell, market, commercialise,

distribute, loan, rent, lease, or license the Licensed Software or any

copy of it or use the Licensed Software for any purpose that is not

expressly granted in this Section 4. Licensee may not alter or remove

any details of ownership, copyright, trademark or other property right

connected with the Licensed Software. Licensee may not distribute any

software statically or dynamically linked with the Licensed Software. 

4.3 No Technical Support

Nokia has no obligation to furnish Licensee with any technical support

whatsoever. Any such support is subject to separate agreement between

the Parties. 

5. PRE-RELEASE CODE

The Licensed Software contains pre-release code that is not at the level

of performance and compatibility of a final, generally available,

product offering. The Licensed Software may not operate correctly and

may be substantially modified prior to the first commercial product

release, if any. Nokia is not obligated to make this or any later

version of the Licensed Software commercially available. The License

Software is "Not for Commercial Use" and may only be used for the

purposes described in Section 4. The Licensed Software may not be used

in a live operating environment where it may be relied upon to perform

in the same manner as a commercially released product or with data that

has not been sufficiently backed up. 

6. THIRD PARTY SOFTWARE

The Licensed Software may provide links to third party libraries or code

(collectively "Third Party Software") to implement various functions.

Third Party Software does not comprise part of the Licensed Software. In

some cases, access to Third Party Software may be included along with

the Licensed Software delivery as a convenience for development and

testing only. Such source code and libraries may be listed in the

".../src/3rdparty" source tree delivered with the Licensed Software or

documented in the Licensed Software where the Third Party Software is

used, as may be amended from time to time, do not comprise the Licensed

Software. Licensee acknowledges (1) that some part of Third Party

Software may require additional licensing of copyright and patents from

the owners of such, and (2) that distribution of any of the Licensed

Software referencing any portion of a Third Party Software may require

appropriate licensing from such third parties. 

7. LIMITED WARRANTY AND WARRANTY DISCLAIMER

The Licensed Software is licensed to Licensee "as is". To the maximum

extent permitted by applicable law, Nokia on behalf of itself and its

suppliers, disclaims all warranties and conditions, either express or

implied, including, but not limited to, implied warranties of

merchantability, fitness for a particular purpose, title and

non-infringement with regard to the Licensed Software. 

8. LIMITATION OF LIABILITY 

If, Nokia's warranty disclaimer notwithstanding, Nokia is held liable to

Licensee, whether in contract, tort or any other legal theory, based on

the Licensed Software, Nokia's entire liability to Licensee and

Licensee's exclusive remedy shall be, at Nokia's option, either (A)

return of the price Licensee paid for the Licensed Software, or (B)

repair or replacement of the Licensed Software, provided Licensee

returns to Nokia all copies of the Licensed Software as originally

delivered to Licensee. Nokia shall not under any circumstances be liable

to Licensee based on failure of the Licensed Software if the failure

resulted from accident, abuse or misapplication, nor shall Nokia under

any circumstances be liable for special damages, punitive or exemplary

damages, damages for loss of profits or interruption of business or for

loss or corruption of data. Any award of damages from Nokia to Licensee

shall not exceed the total amount Licensee has paid to Nokia in

connection with this Agreement. 

9.	CONFIDENTIALITY

Each party acknowledges that during the Term of this Agreement it shall

have access to information about the other party's business, business

methods, business plans, customers, business relations, technology, and

other information, including the terms of this Agreement, that is

confidential and of great value to the other party, and the value of

which would be significantly reduced if disclosed to third parties (the

"Confidential Information"). Accordingly, when a party (the "Receiving

Party") receives Confidential Information from another party (the

"Disclosing Party"), the Receiving Party shall, and shall obligate its

employees and agents and employees and agents of its Affiliates to: (i)

maintain the Confidential Information in strict confidence; (ii) not

disclose the Confidential Information to a third party without the

Disclosing Party's prior written approval; and (iii) not, directly or

indirectly, use the Confidential Information for any purpose other than

for exercising its rights and fulfilling its responsibilities pursuant

to this Agreement. Each party shall take reasonable measures to protect

the Confidential Information of the other party, which measures shall

not be less than the measures taken by such party to protect its own

confidential and proprietary information. 

"Confidential Information" shall not include information that (a) is or

becomes generally known to the public through no act or omission of the

Receiving Party; (b) was in the Receiving Party's lawful possession

prior to the disclosure hereunder and was not subject to limitations on

disclosure or use; (c) is developed by the Receiving Party without

access to the Confidential Information of the Disclosing Party or by

persons who have not had access to the Confidential Information of the

Disclosing Party as proven by the written records of the Receiving

Party; (d) is lawfully disclosed to the Receiving Party without

restrictions, by a third party not under an obligation of

confidentiality; or (e) the Receiving Party is legally compelled to

disclose the information, in which case the Receiving Party shall assert

the privileged and confidential nature of the information and cooperate

fully with the Disclosing Party to protect against and prevent

disclosure of any Confidential Information and to limit the scope of

disclosure and the dissemination of disclosed Confidential Information

by all legally available means. 

The obligations of the Receiving Party under this Section shall continue

during the Initial Term and for a period of five (5) years after

expiration or termination of this Agreement. To the extent that the

terms of the Non-Disclosure Agreement between Nokia and Licensee

conflict with the terms of this Section 9, this Section 9 shall be

controlling over the terms of the Non-Disclosure Agreement. 

10. GENERAL PROVISIONS

10.1	No Assignment

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. 

10.2 	Termination

Nokia may terminate the Agreement at any time immediately upon written

notice by Nokia to Licensee if Licensee breaches this Agreement. 

Upon termination of this Agreement, Licensee shall return to Nokia all

copies of Licensed Software that were supplied by Nokia. All other

copies of Licensed Software in the possession or control of Licensee

must be erased or destroyed. An officer of Licensee must promptly

deliver to Nokia a written confirmation that this has occurred. 

10.3	Surviving Sections 

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. Such terms and conditions include, but are

not limited to the following Sections: 2, 5, 6, 7, 8, 9, 10.2, 10.3, 10.4,

10.5, 10.6, 10.7, and 10.8 of this Agreement. 

10.4	Entire Agreement 

This Agreement constitutes the complete agreement between the parties

and supersedes all prior or contemporaneous discussions,

representations, and proposals, written or oral, with respect to the

subject matters discussed herein, with the exception of the

non-disclosure agreement executed by the parties in connection with this

Agreement ("Non-Disclosure Agreement"), if any, shall be subject to

Section 9. No modification of this Agreement shall be effective unless

contained in a writing executed by an authorized representative of each

party. No term or condition contained in Licensee's purchase order shall

apply unless expressly accepted by Nokia in writing. If any provision of

the Agreement is found void or unenforceable, the remainder shall remain

valid and enforceable according to its terms. If any remedy provided is

determined to have failed for its essential purpose, all limitations of

liability and exclusions of damages set forth in this Agreement shall

remain in effect. 

10.5	Export Control

Licensee acknowledges that the Licensed Software may be subject to

export control restrictions of various countries. 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 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., 

10.6	Governing Law and Legal Venue

This Agreement shall be governed by and construed in accordance with the

federal laws of the United States of America and the internal laws of

the State of New York without given effect to any choice of law rule

that would result in the application of the laws of any other

jurisdiction. The United Nations Convention on Contracts for the

International Sale of Goods (CISG) shall not apply. Each Party (a)

hereby irrevocably submits itself to and consents to the jurisdiction of

the United States District Court for the Southern District of New York

(or if such court lacks jurisdiction, the state courts of the State of

New York) for the purposes of any action, claim, suit or proceeding

between the Parties in connection with any controversy, claim, or

dispute arising out of or relating to this Agreement; and (b) hereby

waives, and agrees not to assert by way of motion, as a defense or

otherwise, in any such action, claim, suit or proceeding, any claim that

is not personally subject to the jurisdiction of such court(s), that the

action, claim, suit or proceeding is brought in an inconvenient forum or

that the venue of the action, claim, suit or proceeding is improper.

Notwithstanding the foregoing, nothing in this Section 9.6 is intended

to, or shall be deemed to, constitute a submission or consent to, or

selection of, jurisdiction, forum or venue for any action for patent

infringement, whether or not such action relates to this Agreement. 

10.7	No Implied License

There are no implied licenses or other implied rights granted under this

Agreement, and all rights, save for those expressly granted hereunder,

shall remain with Nokia and its licensors. In addition, no licenses or

immunities are granted to the combination of the Licensed Software with

any other software or hardware not delivered by Nokia under this

Agreement. 

10.8	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 software" and "commercial computer

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. 

TECHNOLOGY PREVIEW LICENSE AGREEMENT: Rest of the World

Agreement version 2.4

This Technology Preview License Agreement ("Agreement") is a legal

agreement between Nokia Corporation ("Nokia"), with its registered

office at Keilalahdentie 4, 02150 Espoo, Finland and you (either an

individual or a legal entity) ("Licensee") for the Licensed Software (as

defined below). 

1. DEFINITIONS

"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. 

"Applications" shall mean Licensee's software products created using the

Licensed Software which may include portions of the Licensed Software.

"Term" shall mean the period of time six (6) months from the later of

(a) the Effective Date; or (b) the date the Licensed Software was

initially delivered to Licensee by Nokia. If no specific Effective Date

is set forth in the Agreement, the Effective Date shall be deemed to be

the date the Licensed Software was initially delivered to Licensee. 

"Licensed Software" shall mean the computer software, "online" or

electronic documentation, associated media and printed materials,

including the source code, example programs and the documentation

delivered by Nokia to Licensee in conjunction with this Agreement. 

"Party" or "Parties" shall mean Licensee and/or Nokia. 

2. OWNERSHIP

The Licensed Software is protected by copyright laws and international

copyright treaties, as well as other intellectual property laws and

treaties. The Licensed Software is licensed, not sold. 

If Licensee provides any findings, proposals, suggestions or other

feedback ("Feedback") to Nokia regarding the Licensed Software, Nokia

shall own all right, title and interest including the intellectual

property rights in and to such Feedback, excluding however any existing

patent rights of Licensee. To the extent Licensee owns or controls any

patents for such Feedback Licensee hereby grants to Nokia and its

Affiliates, a worldwide, perpetual, non-transferable, sublicensable,

royalty-free license to (i) use, copy and modify Feedback and to create

derivative works thereof, (ii) to make (and have made), use, import,

sell, offer for sale, lease, dispose, offer for disposal or otherwise

exploit any products or services of Nokia containing Feedback,, and

(iii) sublicense all the foregoing rights to third party licensees and

customers of Nokia and/or its Affiliates. 

3. VALIDITY OF THE AGREEMENT

By installing, copying, or otherwise using the Licensed Software,

Licensee agrees to be bound by the terms of this Agreement. If Licensee

does not agree to the terms of this Agreement, Licensee may not install,

copy, or otherwise use the Licensed Software. Upon Licensee's acceptance

of the terms and conditions of this Agreement, Nokia grants Licensee the

right to use the Licensed Software in the manner provided below. 

4. LICENSES

4.1. Using and Copying

Nokia grants to Licensee a non-exclusive, non-transferable, time-limited

license to use and copy the Licensed Software for sole purpose of

designing, developing and testing Applications, and evaluating and the 

Licensed Software during the Term. 

Licensee may install copies of the Licensed Software on an unlimited

number of computers provided that (a) if an individual, only such

individual; or (b) if a legal entity only its employees; use the

Licensed Software for the authorized purposes. 

4.2	No Distribution or Modifications

Licensee may not disclose, modify, sell, market, commercialise,

distribute, loan, rent, lease, or license the Licensed Software or any

copy of it or use the Licensed Software for any purpose that is not

expressly granted in this Section 4. Licensee may not alter or remove

any details of ownership, copyright, trademark or other property right

connected with the Licensed Software. Licensee may not distribute any

software statically or dynamically linked with the Licensed Software. 

4.3 No Technical Support

Nokia has no obligation to furnish Licensee with any technical support

whatsoever. Any such support is subject to separate agreement between

the Parties. 

5. PRE-RELEASE CODE

The Licensed Software contains pre-release code that is not at the level

of performance and compatibility of a final, generally available,

product offering. The Licensed Software may not operate correctly and

may be substantially modified prior to the first commercial product

release, if any. Nokia is not obligated to make this or any later

version of the Licensed Software commercially available. The License

Software is "Not for Commercial Use" and may only be used for the

purposes described in Section 4. The Licensed Software may not be used

in a live operating environment where it may be relied upon to perform

in the same manner as a commercially released product or with data that

has not been sufficiently backed up. 

6. THIRD PARTY SOFTWARE

The Licensed Software may provide links to third party libraries or code

(collectively "Third Party Software") to implement various functions.

Third Party Software does not comprise part of the Licensed Software. In

some cases, access to Third Party Software may be included along with

the Licensed Software delivery as a convenience for development and

testing only. Such source code and libraries may be listed in the

".../src/3rdparty" source tree delivered with the Licensed Software or

documented in the Licensed Software where the Third Party Software is

used, as may be amended from time to time, do not comprise the Licensed

Software. Licensee acknowledges (1) that some part of Third Party

Software may require additional licensing of copyright and patents from

the owners of such, and (2) that distribution of any of the Licensed

Software referencing any portion of a Third Party Software may require

appropriate licensing from such third parties. 

7. LIMITED WARRANTY AND WARRANTY DISCLAIMER

The Licensed Software is licensed to Licensee "as is". To the maximum

extent permitted by applicable law, Nokia on behalf of itself and its

suppliers, disclaims all warranties and conditions, either express or

implied, including, but not limited to, implied warranties of

merchantability, fitness for a particular purpose, title and

non-infringement with regard to the Licensed Software. 

8. LIMITATION OF LIABILITY 

If, Nokia's warranty disclaimer notwithstanding, Nokia is held liable to

Licensee, whether in contract, tort or any other legal theory, based on

the Licensed Software, Nokia's entire liability to Licensee and

Licensee's exclusive remedy shall be, at Nokia's option, either (A)

return of the price Licensee paid for the Licensed Software, or (B)

repair or replacement of the Licensed Software, provided Licensee

returns to Nokia all copies of the Licensed Software as originally

delivered to Licensee. Nokia shall not under any circumstances be liable

to Licensee based on failure of the Licensed Software if the failure

resulted from accident, abuse or misapplication, nor shall Nokia under

any circumstances be liable for special damages, punitive or exemplary

damages, damages for loss of profits or interruption of business or for

loss or corruption of data. Any award of damages from Nokia to Licensee

shall not exceed the total amount Licensee has paid to Nokia in

connection with this Agreement. 

9.	CONFIDENTIALITY

Each party acknowledges that during the Term of this Agreement it shall

have access to information about the other party's business, business

methods, business plans, customers, business relations, technology, and

other information, including the terms of this Agreement, that is

confidential and of great value to the other party, and the value of

which would be significantly reduced if disclosed to third parties (the

"Confidential Information"). Accordingly, when a party (the "Receiving

Party") receives Confidential Information from another party (the

"Disclosing Party"), the Receiving Party shall, and shall obligate its

employees and agents and employees and agents of its Affiliates to: (i)

maintain the Confidential Information in strict confidence; (ii) not

disclose the Confidential Information to a third party without the

Disclosing Party's prior written approval; and (iii) not, directly or

indirectly, use the Confidential Information for any purpose other than

for exercising its rights and fulfilling its responsibilities pursuant

to this Agreement. Each party shall take reasonable measures to protect

the Confidential Information of the other party, which measures shall

not be less than the measures taken by such party to protect its own

confidential and proprietary information. 

"Confidential Information" shall not include information that (a) is or

becomes generally known to the public through no act or omission of the

Receiving Party; (b) was in the Receiving Party's lawful possession

prior to the disclosure hereunder and was not subject to limitations on

disclosure or use; (c) is developed by the Receiving Party without

access to the Confidential Information of the Disclosing Party or by

persons who have not had access to the Confidential Information of the

Disclosing Party as proven by the written records of the Receiving

Party; (d) is lawfully disclosed to the Receiving Party without

restrictions, by a third party not under an obligation of

confidentiality; or (e) the Receiving Party is legally compelled to

disclose the information, in which case the Receiving Party shall assert

the privileged and confidential nature of the information and cooperate

fully with the Disclosing Party to protect against and prevent

disclosure of any Confidential Information and to limit the scope of

disclosure and the dissemination of disclosed Confidential Information

by all legally available means. 

The obligations of the Receiving Party under this Section shall continue

during the Initial Term and for a period of five (5) years after