License agreement for WAC

THIS LIMITED SOFTWARE LICENSE AGREEMENT FOR WIG APPLICATION CREATOR (THE "AGREEMENT") GRANTS THE ENTITY OR PERSON (THE "LICENSEE" - AN ENTITY OR PERSON) A LICENSE TO USE THE LICENSED SOFTWARE AND DOCUMENTATION ACCORDING TO TERMS AND CONDITIONS SPECIFIED BELOW. THE LICENSEE AGREES TO READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING OR USING THE LICENSED SOFTWARE. BY INSTALLING AND/OR USING THE LICENSED SOFTWARE, THE LICENSEE AGREES TO BE BOUND TO THE TERMS AND CONDITIONS STATED BELOW.

IF THE LICENSEE DOES NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE LICENSEE AGREES TO PROMPTLY DESTROY OR RETURN THE LICENSED SOFTWARE AND ACCOMPANYING DOCUMENTATION TO SMARTTRUST AB.

LIMITED SOFTWARE LICENSE AGREEMENT FOR WIG APPLICATION CREATOR
- for testing and evaluating purposes only -

This Agreement for the Licensed Software is made by and between SmartTrust AB ("SmartTrust"), a Swedish corporation with offices at Årstaängsvägen19B including its affiliates and the person or entity ,( the ”LICENSEE”) wishing to use the software according to terms and conditions agreed upon in this Agreement.

1 Background
A. SmartTrust has developed the Licensed Software to enable LICENSEES to use the WML/HTML code that shall be accessed by Wireless Internet Browser (“WIB”).

B. LICENSEE
wishes to obtain the right to use the Licensed Software and related documentation in order to test and evaluate WML/HTML code applications.

2 Definitions
2.1 Licensed Software
As used in this Agreement, the term "Licensed Software" means, collectively: (i) the object code form of the SmartTrust software named "WIG Application Creator"; (ii) the components of WIG Application Creator; and (iii) Documentation related thereto. As used in this Agreement, the term "Documentation" means all writings provided to LICENSEE by SmartTrust from time to time pertaining to the WIG Application Creator and any components of the WIG Application Creator.

2.2 WIB Phone
As used in this Agreement, the term "WIB Phone" means the component of the WIG Application Creator named the WIB Phone and represents an image of a wireless device.

3 License
Subject to the terms and conditions of this Agreement, SmartTrust hereby grants the LICENSEE a perpetual, non-exclusive, non-transferrable, free of charge license to use the Licensed Software solely for testing and evaluating WML/HTML code syntax.

3.1 Restrictions on use
Except what is permitted by applicable law or this Agreement, the LICENSEE agrees: (i) not to create or attempt to create by reverse engineering, disassembly, decompilation or otherwise, the source code or internal structure, or organization of the Products, or any part thereof, from any object code or information that may be made available to it, or aid, abet or permit others to do so; (ii) not to remove any Product identification or notices of any proprietary or copyright restrictions from the Product or any support material; (iii) not to copy the Product, develop any derivative works thereof, and (iv) not to provide use of the Products in a computer service business, rental or commercial timesharing arrangement.

4 Support and co-operation
SmartTrust may but shall not be obliged to provide technical support or deliver to LICENSEE enhancements or modifications of the SmartTrust Licensed Software or related documentation.

5 Proprietary Rights
SmartTrust shall own all right, title and interest in and to the originals and any copies, in whole or in part, of the Licensed Software and all patents, trade secrets, copyrights and other intellectual property rights pertaining thereto. LICENSEE acknowledges that the licenses granted pursuant to this Agreement do not provide LICENSEE with title or ownership or intellectual property rights of the Licensed Software or the designs and ideas embodied therein.

6 Confidential Information
The LICENSEE shall not , without SmartTrust's prior written consent, disclose, provide or make available any Confidential Information in any form to any person or entity or make use of such information, except that the LICENSEE may do so to the extent necessary to enable the LICENSEE to exercise its right under this Agreement. This Agreement shall be handled and regarded as confidential. “Confidential Information” means all of the licensed programs, documentation and supporting materials, and techniques and information embodied and expressed in the licensed programs and documentation, as well as any other information received by LICENSEE in connection with this Agreement, which is derived from SmartTrust (however acquired and in what ever form) and which is designated to be of a proprietary or confidential nature of which by nature obviously is proprietary or confidential, except any part which: (a) was already publicly known at the time of its disclosure hereunder, or becomes thereafter publicly known otherwise than through an act of the receiving party, (b) is demonstrably developed independently at any time by the receiving party or (c) is rightfully obtained at any time by the receiving party from a third party without restrictions in respect of disclosure or use. The LICENSEE acknowledges that is has no right to apply Confidential Information in its own business and that it has no right to use Confidential Information or Licensed Software in order to develop or try to develop a product competing with any of SmartTrust products.

7 No Warranty
LICENSEE ACKNOWLEDGES THAT THE SMARTTRUST SOFTWARE AND CONFIDENTIAL INFORMATION, WHICH HAVE BEEN PROVIDED TO LICENSEE BY SMATTRUST UNDER THIS AGREEMENT, ARE PROVIDED ON AN “AS IS” BASIS. SMARTTRUST DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS RELATING TO THE DELIVERABLES AND CONFIDENTIAL INFORMATION, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR CONDITION ON NON INFRIDGEMENT OF THIRD PARTY RIGHTS, FITNESS FOR A PATRICULAR PURPOSE OR MERCHANTABILITY.

8 Term and termination
This Agreement shall commence on the effective Date and continue in full force indeterminately, unless earlier terminated as provided in this Agreement. SmartTrust may terminate this agreement on thirty (30) days written notice of a material breach of this Agreement, if such breach is not cured within the thirty day period, except that any wilful unauthorised use, copying, disclosure, distribution, or sub-licensing of Licensed Software will be deemed an incurable, material breach of this Agreement and cause for immediate termination. Upon the expiration or termination of this Agreement, LICENSEE will immediately destroy or return to SmartTrust all copies of the Licensed Software and any other Confidential Information under this Agreement in its possession or control. Upon SmartTrust request, LICENSEE will, within ten days of the expiration or termination of this Agreement, certify in writing the SmartTrust's compliance with the obligations of this Paragraph.

9 Limitation of Liability
SMARTTRUST SHALL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT, SPECIAL, INCIDENTIAL AND/OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF DATA, LOST BUSINESS, LOST SAVINGS AND LOST PROFITS) WHICH MAY ARISE UNDER THIS AGREEMENT EVEN IF SMATTRUST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10 No Assignment by LICENSEE
LICENSEE may not assign, mortgage, charge, transfer, or sell any of its rights under this Agreement or delegate any of its duties hereunder without the prior written consent of SmartTrust.

11 Disputes
SmartTrust and LICENSEE agree that any controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof which cannot be solved by the attempts made in good faith by and between the senior management of the parties within four (4) weeks from request by either party for such internal mediation, shall be finally settled by arbitration accordance with the Finnish Act on Arbitration as in force when the dispute arises. The number of arbitrators shall be three (3) and the chairman shall be appointed by the Arbitration Institute of the Helsinki Chamber of Commerce. The place of arbitration shall be Helsinki and the proceedings shall be conducted in the English language. This Agreement and all questions concerning the validity or interpretation or performance of any of its terms or provisions, or of any rights or obligations of the Parties hereto, shall be governed by and resolved in accordance with the laws of Finland.

12 Survival
Any obligations under this Agreement which either expressly or by their nature are to continue after termination or expiration of this Agreement shall survive and remain in effect. In addition, LICENSEE's rights under this Agreement shall survive the termination of this Agreement to the extent necessary for LICENSEE to fulfil its obligations regarding existing customers and end-users of the client applications developed using Licensed Software.

13 Waiver
A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions hereof.

14 Notices
All notices and demand of any kind which LICENSEE may require or wish to serve upon the other under the terms of this Agreement shall be in writing and shall be served by personal service, by recorded delivery post at the address of the receiving party set forth in this agreement ; all notices or demands given by personal service and mail, shall be effective upon receipt . If to SmartTrust:
SmartTrust AB, Legal Affairs/General Counsel, Box 47154, 100 74 Stockholm, Sweden.

15 Entire Agreement
This Agreement constitutes the entire agreement between parties pertaining to the relationship described and supersedes in their entirety any and all written or oral agreements previously existing between the parties with respect to such subject matter, except the Non-disclosure/Confidentiality Agreement, that shall remain in its full force and effect if have been made between the Parties.

Any modifications of this Agreement must be in writing and signed by both parties hereto. Any such modification will be binding upon the parties only if and when signed by one of its duly authorised officers (entities) or by one of the duly authorized officer of SmartTrust and the individual person in question (persons).

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