Developer Offers for Lumia - Terms and Conditions (Updated April 2014)

VOID WHERE PROHIBITED. NOKIA RESERVES THE RIGHT TO MODIFY OR TERMINATE DEVELOPER OFFERS FOR LUMIA IN ANY MANNER, IN WHOLE OR PART, AS OUTLINED BELOW.

1. Introduction.

Welcome to Developer Offers for Lumia (the “Program”), a program which provides selected developers a suite of third-party tools, services, software and offerings intended to enhance their Windows Phone 8 development experience (collectively, “Third-Party Offerings”). This agreement is between you and Nokia Corporation located at Keilalahdentie 4, FIN-02150 Espoo, Finland.

2. Acceptance of the Terms.

2.1 Before you can participate in the Program, you must first agree to these Developer Offers for Lumia Terms and Conditions (the “Agreement”). By clicking to accept, you hereby agree to the terms of this Agreement. You may not participate in the Program if you do not accept this Agreement.

2.2 You may not participate in the Program and may not accept the Agreement if you are a person barred from receiving software under the laws of the United States or other countries including the country in which you are resident or from which you use any Third-Party Offerings.

2.3 If you are agreeing to be bound by this Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement. If you do not have the requisite authority, you may not accept the Agreement or use any Third-Party Offering on behalf of your employer or other entity.

2.4 You will also be asked to accept the license, service, and/or other terms associated with any Third-Party Offering before you can use such Third-Party Offering. The terms associated with the Third-Party Offerings come from the respective third-party making the offering available, and not from Nokia.

3. Eligibility.

This Program is void where prohibited by law. The following requirements will determine your eligibility to participate in the Program:

3.1 You must be of the age of majority in the jurisdiction where you reside;

3.2 To the extent you have not already done so, you must have registered for a developer account at www.developer.nokia.com;

3.3 You must have at least two qualifying applications currently published in a mobile application store or marketplace (e.g., Nokia Store, Windows Phone Store, Google Play, BlackBerry World, Apple App Store). For applications to be considered “qualifying,” they must be built in the native development environment applicable for the store or marketplace where they are published. Applications that merely contain a web launcher, shortcut or a web browser are not considered as qualifying applications for the purposes of the Program. During registration, you will be asked for your publisher name, developer ID information, and name and URL link to two of your published apps for verification purposes;

3.4 To the extent you have not already done so, you must register for a Microsoft Windows Phone Dev Center account and provide your assigned Microsoft GUID (globally unique identifier) to Nokia;

3.5 To the extent you have not already done so, you must register for Nokia’s DVLUP program, and provide any additional information requested by Nokia; and

3.6 You must register for and accept any license, service, or other terms associated with any Third-Party Offering before you can use such Third-Party Offering

Your eligibility to participate in the Program may be subject to third-party validation that you meet these eligibility requirements. In the event Nokia later determines, in its sole discretion, that you do not meet the Program requirements, your participation in the Program may be terminated by Nokia. Decisions of Nokia are final and binding, without right of appeal, in all matters relating to the Program.

4. Program Benefits.

Nokia will provide eligible developers with tokens distributed through www.DVLUP.com that developers may redeem to obtain the following Third-Party Offerings:

4.1 One year membership to the Microsoft Windows Phone Dev Center. Nokia will issue you a token that you may redeem with Microsoft to activate one year of free Windows Phone Dev Center membership pursuant to Microsoft’s terms and conditions. For new Windows Phone Dev Center members, your membership will begin on the date you redeem your token with Microsoft and register for and enroll in Microsoft’s program. If you already have an existing Windows Phone Dev Center membership, redemption of the token will extend your existing membership by one full year from the date you redeem the token. If you have a current Windows Phone Dev Center account, your token will be for one year from issuance. IF YOU DO NOT HAVE A CURRENT WINDOWS PHONE DEV CENTER ACCOUNT, YOUR TOKEN WILL EXPIRE AND CAN NO LONGER BE USED IF YOU DO NOT REDEEM IT WITHIN SIXTY DAYS OF ISSUANCE.

4.2 Software licenses as listed at http://developer.nokia.com/lumia/get-started/nokia-developer-offers.

In addition, for those developers selected to participate in the Program who wish to develop Windows Phone 8 applications in an iOS environment using their Mac, Nokia may send you a copy of Parallels Desktop for Mac™ and Window 8 ProTM software depending on your Mac hardware specs, your location, and the availability of such software. Use of such software is subject to license terms from the respective software provider.

5. Privacy.

Your use of Program is subject to Nokia’s Privacy Policy. Your use of any Third-Party Offerings are subject to any privacy policies associated with the same. In addition, Nokia may collect the following information from you:

1) Full Name

2) Publisher Name (on iOS, Google Play, Windows Phone Store, etc.)

3) URL of any published apps (iOS, Google Play, Windows Phone Store, etc.) plus app name

4) Publisher ID (Windows Phone Dev Center Account)

5) Windows Live ID

6) Publisher email address

7) Contact Email address

8) Telephone number

9) Mac Hardware specs (if any)

10) Win8 application GUID (when published)

You agree that Nokia may contact you (by email or other methods) for feedback about the Program, and information regarding the progress of your development efforts. You agree that Nokia may share the Win8 application GUID, Publisher Name, and Windows Phone Live ID information with Microsoft Corporation. You further agree that Nokia may collect information regarding from the Third-Party Offering providers about whether you used any Third-Party Offering, and whether you chose to continue any special offers regarding the same made available through the Program.

6. Term and Termination.

6.1 This Agreement will continue to apply until terminated by either you or Nokia as set out below.

6.2 If you want to terminate this Agreement, you may do so by ceasing your use of the Program and all Third-Party Offerings.

6.3 Nokia may at any time, terminate this Agreement with you if (i) you have breached any provision of this Agreement (including but not limited to failure to develop and publish a Windows Phone 8 application); (ii) if required to do so by law; or (iii) Nokia decides to no longer provide or support the Program.

6.4 When this Agreement comes to an end, all of the legal rights, obligations and liabilities that you and Nokia have benefited from, been subject to (or which have accrued over time while the Agreement has been in force) or which are expressed to continue indefinitely, will be unaffected by this cessation, and the provisions of Section 11.1 will continue to apply to such rights, obligations and liabilities indefinitely.

6.5 Termination rights with respect to any Third-Party Offerings are subject to the respective license terms associated with the same.

7. DISCLAIMER OF WARRANTIES.

7.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE PROGRAM AND/OR ANY THIRD-PARTY OFFERING IS AT YOUR SOLE RISK AND THAT THE PROGRAM AND ALL THIRD-PARTY OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND FROM NOKIA.

7.2 YOUR USE OF THE PROGRAM AND/OR ANY THIRD-PARTY OFFERING OBTAINED THROUGH IT 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.

7.3 NOKIA FURTHER EXPRESSLY DISCLAIMS 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 AND NON-INFRINGEMENT.

8. LIMITATION OF LIABILITY.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT NOKIA, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT NOKIA OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

9. Indemnification.

To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Nokia, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or accruing from (i) your use of the Program, (b) any application you develop under the Program that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, and (c) any non-compliance by you with this Agreement.

10. Program Availability.

You agree that the form and nature of the Program that Nokia provides may change without prior notice to you. You further agree that Nokia may discontinue (permanently or temporarily) providing the Program to you or to developers generally at Nokia’s sole discretion, without prior notice to you. You understand and acknowledge that the Program contains Third-Party Offerings that Nokia does not control, and that Nokia bears no responsibility to you whatsoever for any Third-Party Offering including, but not limited to, whether such Third-Party Offering remains available for use by such third-party.

11. Miscellaneous.

11.1 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.

11.2 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 from Nokia will be null and void. In addition, Nokia may assign its rights and obligations under the Agreement to any Nokia corporate parent, subsidiary or company under common control with Nokia, and Nokia may assign its rights and obligations under the Agreement to a third party in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.

11.3 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.

11.4 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 any third parties.

11.5 Notices. Any notices relating to this Agreement must be provided to Nokia in writing at the following address: Developer Offers for Lumia Program, Keilalahdentie 4, FIN–02150 Espoo, Finland.

11.6 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 case law that provides that the language of a contract will be construed against the drafter will not apply to this Agreement.

11.7 Export Control. Software provided under the Program is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to distribution of your applications. 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.

11.8 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.