Vous êtes sur la page 1sur 8


1. Purpose
These terms and conditions (hereinafter "Software License Terms") set forth the
terms and conditions according to which Vendor in its capacity as authorized lic
ense distributor of Licensor grants to Buyer the right to use the Software (as h
ereinafter defined). These Software License Terms apply respectively to each cop
y of any item of Software that Vendor makes available to Buyer under the Supply
Contract or any other agreement.
2. Definitions
"Buyer" means the company or entity which entered into the Supply Contract with
"Equipment" means network infrastructure equipment or network elements, parts an
d hardware supplied and/or licensed by Vendor to Buyer, as defined and identifie
d in the Supply Contract.
"Licensor" means Nokia Solutions and Networks Oy.
"Long-Term License" means a Software license which is valid for as long as Buyer
uses the Equipment, in which the Software is installed, for its intended purpos
e, subject to the restrictions described below.
"Open Source Software" means any software and its updates and upgrades, which is
not subject to these Software License Terms but, if at all, to separate open so
urce software terms and conditions between the Parties. Such (open source) softw
are includes, but is not limited to, software licensed under and licenses listed
or described at http://www.opensource.org/docs/definition.php or licenses curre
ntly listed at http://www.opensource.org/licenses or software which is subject t
o any of the following license terms: (a) prohibition on imposing restrictions o
n distribution of the software or derivatives (for purposes of this definition o
f Open Source Software, derivatives shall mean any other software incorporated i
nto, derived from or distributed with such software) or prohibition on imposing
restrictions on aggregation with any other software; or (b) prohibition on claim
ing royalties, fees or charges for the software or derivatives (c) requirement t
o include and/or allow distribution of the software or derivatives in source cod
e; or (d) requirement to grant users or licensees the right to access any source
code of the software or derivatives.
"Parties" means Vendor and Buyer.
"Short-Term License" means a time-limited Software license, valid for a fixed in
itial term as agreed between the Parties, which is subject to the restrictions d
escribed below. Such fixed initial term is typically one (1) month or a period b
etween one (1) and five (5) years.
"Software" means a program owned, developed, acquired or in-licensed by Licensor
regardless of the form in which it is delivered to Buyer (whether via separate
physical media, on-line, or any other form) which is used in conjunction with th
e Equipment. It includes, as applicable, (i) the machine-executable object code
and machine-readable data and instructions, files, program modules, features and
components (including but not limited to audio-visual content); (ii) the docume
ntation; (iii) updates, upgrades and similar new revision(s) of these programs,
provided that Buyer has purchased such updates/upgrades from Vendor in its capac
ity as license distribution intermediary of Licensor under the Supply Contract o

r any other applicable agreement; (iv) any license keys; and (v) any copy (inclu
ding partial copies) of any of these items.
Additionally, "Software" includes any specified functionality within a program w
hich can be separately activated for a certain agreed term. Each item of Softwar
e (including each functionality) that is subject to the license hereunder, and a
ny limitations of capacity, shall be separately listed and identified in the Sup
ply Contract. "Software" does not include any Open Source Software.
"Supply Contract" means the contract between Vendor and Buyer that these Softwar
e License Terms refer to or are an Appendix of.
"Territory" means the country in which the Software, with the written consent of
Vendor, may be used.
"Vendor" means the company of the NOKIA group which entered into the Supply Cont
ract with Buyer.
3. Applicability
3.1 These Software License Terms shall apply to and form part of the Supply Co
3.2 Licensor (and/or its third-party licensors) is the sole and exclusive owne
r(s) of all intellectual property rights in and to the Software and is the licen
sor thereof. All copyrights are held by Licensor (and/or its third-party licenso
rs respectively). If Licensor and Vendor are not identical, Vendor:
- does not own and is not entitled to exploit any rights in or to the Software;
- merely distributes licenses for use of the Software, acting solely as a distri
bution intermediary of Licensor.
For clarity, where Vendor is a company different from Nokia Solutions and Networ
ks Oy (Licensor), it is understood that Vendor is an authorized distribution int
ermediary of license rights granted by Nokia Solutions and Networks Oy for the u
se of the Software. In this case Vendor (and not Nokia Solutions and Networks Oy
) is the only contractual partner of Buyer under the Supply Contract.
3.3 Buyer may place purchase orders for one or more Software items by mail, by
telefax, in electronic form, or in any other mutually agreed way. Orders for So
ftware from Buyer to Vendor shall be governed by the terms and conditions of the
Supply Contract and these Software License Terms, even if the individual order
does not refer to the Supply Contract or these Software License Terms. In case B
uyer's order contains terms and conditions which are in discrepancy with, or pur
port to amend or change in any way these Software License Terms, such terms and
conditions shall be regarded as null and void.
4. The Grant
4.1 Subject to (a) Buyer's payment of the applicable license fees in full, (b)
Buyer's compliance with all limitations and restrictions herein, and (c) Buyer's
purchase of all applicable related licenses, Vendor in its capacity as authoriz
ed distributor of Licensor grants to Buyer a limited, non-transferable and non-e
xclusive license, which is confined to the Territory, to:
download, install, operate and monitor the Software;
use the Software exclusively on the Equipment and solely for such purpose for w

hich the Software is originally licensed, as described in the Software specifica

tion or in the Supply Contract;
use only the specific functionalities or capacities within the Software for whi
ch Buyer purchased a license, exclusively for the agreed purpose and only in the
specified network element for which the Software has originally been licensed f
or; and
use the Software only in its own business operations (subject to the restrictio
ns on commercial use specified below);
make a reasonable number of copies of the documentation solely for internal use
; and
make a reasonable number of back-up copies of Software for recovery purposes to
support the authorized use of the Software, provided all terms and conditions o
f the Supply Contract and these Software License Terms shall apply to any such b
ack-up copies and any use thereof. Upon Vendor's request, Buyer shall inform Ven
dor of the location and the number of any such permitted copies of the licensed
Software made.
4.2 The above rights are granted subject to Buyer's compliance with the followi
1) Buyer has obtained the Software from Vendor (or Vendor's authorized reselle
2) Buyer complies with these Software License Terms and all applicable payment
3) In the case of back-up copies, all of Licensor's copyright and confidential
ity notices and other legends of ownership (and those of Licensor's third-party
licensors, if any) are reproduced in each back-up copy, and the back-up copy doe
s not execute unless the backed-up Software fails. For clarification, back-up co
pies may only be used to replace the respective authorized Software copy and mus
t not be used concurrently with such original Software;
4) The license is granted solely to Buyer and not to any third party or Buyer'
s affiliated companies. Notwithstanding the foregoing, Buyer may utilize third-p
arty contractors to operate the Software on behalf of and solely for the benefit
of Buyer, either through the use of the Software installed on Buyer's equipment
at Buyer's premises, or via remote access under the full responsibility of Buye
r, as long as the Software itself is not transmitted, installed, or distributed
outside of Buyer's equipment and premises. Buyer ensures that anyone who uses th
e Software does so only on Buyer's behalf and complies with these Software Licen
se Terms, and Buyer takes full responsibility for such person's non-compliance w
ith these Software License Terms;
5) Buyer may not sell, transfer, lend, lease, rent, export, license, distribut
e, assign or sublicense the license key or the Software or any part thereof, inc
luding Software as may be embedded in Vendor's products sold in secondhand marke
6) Buyer shall use the license key only as instructed by Vendor. In case Vendo
r in its capacity as license distributor of Licensor generates to Buyer a new li
cense key solely to replace the original one, Buyer shall not use the original l
icense key once the new replacement license key is received;
7) Except to the extent to which this restriction is invalid due to applicable
mandatory law, Buyer expressly agrees not to violate, bypass, extract or attemp
t to access or discover the source code or algorithms from the Software, or tran
slate, unbundle, modify, adapt, add any command, decompile, disassemble, make an
y derivate works, perform partial or total reverse engineering, or alter in any
way any part of the Software, or install any of Buyer's or third-party's softwa
re into the Software;
8) Buyer may not use any Software components, files, modules, audio-visual con
tent or documentation separately from the Software;
9) Software may include a disabling device. Buyer agrees not to tamper with su
ch disabling device;

10) Buyer may only use the Software for the intended purpose. Buyer may, for ex
ample, not use the Software for hosting services, for the provision of time-shar
ing, service bureau or remote processing services, application service providing
, or any similar services to third parties: Furthermore, Buyer shall not rent, l
end, lease or make the Software available on a time-sharing basis, nor create wo
rks deriving from the Software, nor attempt to assist any person to do so;
11) The Supply Contract, the Software specifications or the documentation may l
imit Buyer's right to use the Software. Such limitations may extend to (but are
not limited to) a specific license term, permitted applications or network eleme
nts for which the Software may be used, as well as to capacity, functionality, p
erformance, interfaces or users. Buyer agrees to comply with all such limitation
s and restrictions;
12) Buyer agrees to cease to use the Software upon the expiration of the licens
e term;
13) Buyer agrees not to use or export the Software outside the Territory;
14) Buyer shall not use Software, which is licensed for testing and/or evaluati
on purposes, for any commercial purposes or use it in any commercial network;
15) Software may include embedded functionalities that are not within the scope
of the agreed Software license. Buyer shall not use, activate, attempt to acces
s or discover such non-active functionalities or tamper with such non-active fun
ctionalities; and
16) In the event the Software is delivered in an inseparable package also conta
ining software programs and features other than the contracted Software (e.g. op
tional software features) then Buyer may not in any way use such other software
programs and features.
17) Buyer agrees not to use the Software with Open Source Software unless so ag
reed in writing.
5. Ownership
n to

The Software is only licensed, not sold. The license does not extend any ri
to Buyer in respect of the source code of the Software and is without preju
to any license fees provided for in the Supply Contract. Vendor hereby rese
any and all rights not granted to Buyer herein. No license is granted herei
any user who did not originally purchase the applicable license from Vendor
its authorized reseller).

For the sake of clarity, commercial use is not allowed for Software provided for
use in a test-bed environment.
Except to the extent expressly granted herein, no rights in or licenses under an
y intellectual property rights of Licensor or any of its affiliates, including w
ithout limitation Nokia Oyj (Nokia Corporation) are granted to Buyer hereunder.
5.2 Buyer will not take any action that jeopardizes Licensor's proprietary righ
ts such as all patents, copyrights, design rights, trade secrets in the Software
. To the extent not otherwise ruled by mandatory law, Licensor (and its licensor
s) will own all rights in any copy, translation, modification, adaptation, decom
pilation, disassembly, reverse engineering or derivation of the Software, includ
ing any improvement or development thereof. Buyer undertakes not to remove any o
f Licensor's confidentiality, trademark or proprietary notices (or those of any
third-party licensor) included in the Software or the medium the Software is pro
vided upon.
6. Confidentiality
6.1 Buyer acknowledges that the Software incorporates confidential and propriet
ary information of Licensor and/or its third-party licensors. Buyer will take al

l reasonable precautions to safeguard the confidentiality of the Software and as

sociated documentation, including (i) those taken by Buyer to protect its own co
nfidential information; and (ii) those which Vendor or its licensors may reasona
bly request from time to time. Buyer will not allow the removal or defacement of
any confidentiality or proprietary notice placed on items of the Software. Buye
r expressly agrees to keep confidential all Licensor's and its licensors' trade
secrets embodied in any Software.
6.2 Buyer will not disclose, in whole or in part, Software, or any part thereof
, to any person, except to those of its employees or contractors who reasonably
need to have access to the Software for Buyer's authorized use of the Software.
6.3 Buyer agrees that the Software provided to it by Vendor in its capacity as l
icense distributor of Licensor under the Supply Contract shall be treated as pro
prietary and a trade secret of Licensor (and its licensors), and be subject to t
he provisions of the confidentiality obligations of the Supply Contract.
7. Network Monitoring, Reporting, Auditing
7.1 Buyer shall at all times keep accurate, complete and proper records of its
usage of the Software.
Vendor may monitor Buyer's usage of the Software through (i) license keys issued
to Buyer, or (ii) a network monitoring program (Software Asset Monitoring progr
am) which is embedded in the Software. Vendor may (i) activate the network monit
oring program at any time to monitor the use of the Software and the Equipment a
nd (ii) use information obtained through such network monitoring program to gene
rate license payment invoices. Buyer gives its consent to such monitoring and su
ch use of the network monitoring program.
If Buyer (a) has not licensed the Software through license keys, or (b) the Soft
ware does not contain a functional network monitoring program, Buyer shall repor
t to Vendor every three months any use of the Software which entitles Vendor to
a license payment in accordance with the Supply Contract.
7.2 In case Buyer reports its usage of the Software to Vendor, Vendor shall hav
e the right
(i) to verify, either itself or by its authorized representative and following
reasonable notice to Buyer, the accuracy of Buyer's reports either through Buyer
's network, through any network monitoring program or through other applicable r
ecords of Buyer and
(ii) to audit Buyer's network and records
in order to verify if Buyer has used the Software in accordance with the Supply
Contract and these Software License Terms.
Buyer will cooperate with Vendor during such verifications and audits and will p
rovide Vendor with access to all necessary information and documents.
An audit may be conducted either by remote connection to Buyer's network or othe
r system or in person at Buyer's offices or other facilities during regular busi
ness hours, upon reasonable prior written notice to Buyer. If the Parties have s
eparately agreed upon the frequency of the audits, such prior agreement shall ap
ply, provided that Vendor shall have the right to perform Software audits at lea
st once every calendar year. Vendor shall have the right to report the results o
f such audit to Licensor (and licensors of Licensor), provided that the report o
nly includes information on Buyer's usage of the Software.
7.3 In the event such audit or network monitoring program report reveals
(i) any underpayment or non-payment of the respective Software license fee (or

maintenance and support fee),

(ii) any use of Software without the applicable license, or
(iii) any use of a license key for which a replacement key has been provided,
then a prompt payment (or adjustment, where applicable) shall be made and Buyer
shall pay, in addition to Vendor's reasonable audit costs, the underpaid/unpaid
amount due multiplied by a factor of 10 (ten).
8. Liability
errors or vulnerability in the Software shall not be considered a breach of the
se Software License Terms.
8.3 On behalf of Licensor and third-party suppliers of associated software and
software components included in the Software, Vendor disclaims any and all liabi
lity for consequential damages and implied warranties (including, as permitted b
y law, the implied warranties of non-infringement, merchantability and fitness f
or a particular purpose) in connection with software provided by third-party sup
8.4 It is hereby acknowledged and agreed by both Parties that Open Source Softw
are is distributed on an "as is" basis under the respective Open Source Software
license terms. Neither Vendor nor Licensor are liable for, and will not defend,
indemnify, or hold Buyer harmless for any claims arising out of or related to O
pen Source Software. This includes, but is not restricted to, any and all claims
for direct, indirect, incidental, special, exemplary, punitive or consequential
damages in connection with Open Source Software or its components (whether incl
uded in the Software or not).This includes claims for or in connection with the
title in, the non-infringement of or interferences caused by Open Source Softwar
8.5 Vendor is not liable for off-the-shelf software or software in connection w
ith third-party equipment that Vendor purchases or licenses from third parties a
nd delivers to Buyer, either as a sublicense or as a direct license from the thi
rd party, in connection with or as part of the delivery of Equipment, provided t
hat Vendor separately informs Buyer of such licenses and of the terms and condit
ions applicable thereto. In the event and to the extent that Vendor does not sep
arately inform Buyer in this manner, these Software License Terms shall also app
ly to such software.
9. License Term
9.1 The license granted to Buyer to use the Software as set out in Article 4 is
either a Long-Term License or a Short-Term License, as indicated in Appendix 5
(Scope of Supply). Where no license term is indicated, the license granted shall
be a Short-Term License for the duration of one (1) year.
9.2 The Software license term shall start as follows: If the Software is delive
red as part of the project where Vendor provides the installation services, the
license starts either upon i) completed delivery of the project as a whole or ii

) the Software having been put into commercial use, whichever occurs first. If t
he Software is not installed in the equipment when it is delivered but is delive
red separately, the license term starts upon the date the Software is delivered
or made available to Buyer.
9.3 The Long-Term License shall be valid for as long as Buyer uses the Equipmen
t, in which the Software was originally installed, for its intended purpose, and
shall survive, if applicable, the termination of the Supply Contract, in which
case these Software License Terms shall survive the termination of the Supply Co
ntract and shall remain in force until the end of Buyer's use of the Equipment i
n which such Software is installed.
9.4 The Short-Term License is valid for one (1) year or such other fixed initia
l term as defined and agreed between the Parties in Appendix 5 (Scope of Supply)
. Upon expiry of the initial license term the Short-Term License and, hence, Buy
er's right to use the Software will either (i) automatically expire without a se
parate notice thereof, unless the license has been renewed through a separate wr
itten notice by Buyer ninety (90) days before the expiry ("Static Short-Term Lic
ense") or (ii) automatically be extended for the same time period for which the
license was originally acquired, unless either Party terminates such Short-Term
License by written notice to the other Party ninety (90) days before the initial
expiry date of the Short-Term License ("Automatically Renewed Short-Term Licens
e"). If the Parties haven't explicitly agreed whether the respective Short-Term
License is a Static Short-Term License or an Automatically Renewed Short-Term Li
cense, the license shall be considered a Static Short-Term License.
10. Termination
10.1 Buyer's right to use the Software will automatically terminate once Buyer
ceases to own, possess or operate the Equipment for which the Software has been
delivered whereupon all rights granted to Buyer under these Software License Ter
ms to such respective Software will immediately expire and Buyer shall make no f
urther use of such Software.
10.2 Upon license expiry, Buyer agrees to promptly discontinue use of such Softw
are and to destroy all copies (including back-up copies) of such Software within
ten (10) days of the expiry date.
10.2 The rights granted to Buyer under these Software License Terms may be termi
nated by Vendor upon a material violation by Buyer of any terms or conditions co
ntained herein and/or in the Supply Contract which is not remedied by Buyer with
in a period of thirty (30) days from receiving a written notice of such breach a
dvising of Vendor's intention to terminate the license.
10.3 Termination by Vendor shall be effected by written notice to be delivered t
o Buyer after the thirty-(30)-day period. Said notice of termination shall be wi
thout effect if Buyer cures all breaches that gave rise to the termination prior
to the effective date of the termination, except in cases of intentional miscon
10.4 However, in case of breach of the Software License Terms by intentional mis
conduct by Buyer, the license shall automatically terminate with immediate effec
t without any notice from Vendor.
10.5 Upon termination by Vendor, or automatic termination in case of intentional
misconduct, all rights granted to Buyer under these Software License Terms will
immediately cease and Buyer shall make no further use of the Software. Terminat
ion shall be without prejudice to any accrued rights and liabilities of the Part
ies at the date of termination.

11. General
If any provision of these Software License Terms is by any judicial or other com
petent authority considered void, illegal or otherwise unenforceable, then the r
elevant provision shall be severed and the remaining provisions shall remain in
full force and effect. However, in the event that either Party finds that the ef
fect of the severance is to defeat the original intention of the Parties, then s
uch Party shall have the right to terminate this license with immediate effect a
nd Buyer shall cease the use of the Software immediately.