To download files on this site, you must review and agree to the terms of Immersal's End User License Agreement below.
IMPORTANT, PLEASE READ CAREFULLY: This End User License Agreement ("EULA") is a legal agreement between you ("Licensee") and Immersal Ltd. ("Immersal") for software, owned by Immersal, that accompanies this EULA. ("Software"). BY USING THE SOFTWARE, YOU ACKNOWLEDGE ACCEPTANCE OF THE TERMS OF THIS EULA. IF YOU DO NOT ACCEPT THESE TERMS, DO NOT USE THE SOFTWARE.
Immersal and the Licensee are separately referred to as a "Party" and jointly as the "Parties".
BACKGROUND AND PURPOSE
WHEREAS, Immersal has developed a proprietary augmented reality technology for persistent multi-user experiences on mobile devices and a software development kit called 'Immersal AR Cloud SDK' and tools that enable a programmer to develop software for specified platforms utilizing Immersal's proprietary technology.
WHEREAS, the Licensee desires to develop software using Immersal's technology or incorporating Immersal's deployment software for distribution to third parties.
WHEREAS, for the purposes presented above, Immersal desires to license its proprietary technology and provide related services to Licensee under the terms and conditions set out in this Agreement and its schedules.
This Agreement is in force as of the Effective Date until further notice.
OTHER TERMS AND CONDITIONS
The following schedules (the "Schedules") apply to this Agreement and the license thereunder:
Schedule 1: General Terms of Immersal
Schedule 2: Price List and Support Levels
SCHEDULE 1: GENERAL TERMS OF IMMERSAL
As used in these General Terms, the following terms and expressions, including their grammatical variations, shall have the meaning set forth below:
"Agreement" means the license agreement entered into between Immersal and the Licensee together with any Schedules and these General Terms.
"AR-enabled App(s)" means any software applications utilizing Immersal Technology and developed by the Licensee, subject to the terms of the Agreement.
"Confidential Information" means and refers to any and all other confidential or proprietary information, documents, software code and other related materials thereby, whether verbal, printed or in machine-readable form or otherwise, regardless of possible medium, disclosed, delivered or otherwise made available to the receiving Party by the disclosing Party during the term of the Agreement, and designated by the disclosing Party as "confidential" or "proprietary", clearly mentioned as "confidential", "secret" or "proprietary" or otherwise in discussions or otherwise given the circumstances and nature of the disclosure would be considered confidential by a reasonable person. "Confidential Information" includes also the Agreement, however it can be disclosed to third parties with prior written consent from the other Party.
"Documentation" means any documentation, specifications, instructions and any other materials related to Software, along with any modifications and updates thereto.
"Effective Date" means the signing date of the Agreement.
"End User" means the end users who license the right to use AR-enabled App(s) from the Licensee or its assignee directly or through a distribution channel.
"General Terms" means these general terms and conditions.
"Immersal AR Cloud SDK" means a proprietary software development kit 'Immersal AR Cloud SDK' developed and distributed by Immersal, including Immersal Deployment Software where applicable.
"Immersal Deployment Software" means libraries and header files and such other parts of Immersal Technology, in object code only, that are required to be incorporated into the AR-enabled Apps for the intended use of such AR-enabled App by an End User.
"Immersal Technology" means Immersal's proprietary augmented reality technology, including Immersal AR Cloud SDK, Immersal Deployment Software and related Documentation.
"Intellectual Property Rights" means, on a worldwide basis, all now known and hereafter known or acquired tangible or intangible (i) rights associated with works of authorship including, without limitation, copyrights (including, but not limited to, ownership rights in all titles and software code, concepts and any related documentation) and (where said registrations, renewals and/or extensions exist) copyright registrations, applications, renewals and extensions thereof, data base rights, and mask-works, (ii) rights associated with trademarks, service marks, trade names and similar rights, including, without limitation, design rights, and rights in trade dress and packaging, (iii) trade secret rights, (iv) patents, designs, algorithms and patent registrations, applications, renewals and extensions thereof, (v) all other intellectual and industrial property rights of every kind and nature and however designated, whether arising by operation of law, contract, license or otherwise recognized by any applicable laws, treaties and conventions, (vi) all registrations, applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter existing, made, or in force (including any rights in any of the foregoing), and (vii) any and all causes of action arising from or related to any of the foregoing.
"License" means the license to use the Software under the terms and conditions agreed in the Agreement.
"License Fees" means the license fees and other charges as provided in Section 3.1 herein.
"Licensed Area" is defined in Section 2.2 herein.
"Licensee" means the other party entering into the Agreement with Immersal as the licensee.
"New Release" means an updated or upgraded release of Immersal Technology released by Immersal from time to time.
"Point Cloud(s)" is defined in Section 2.2 herein.
"Price List" means the prices and terms listed in a price list attached to the Agreement or otherwise agreed between the Parties.
"Software" means Immersal AR Cloud SDK, Immersal Deployment Software and Third-Party Software.
"Third-Party Software" means third party software included in Immersal AR Cloud SDK or Immersal Deployment Software and delivered to the Licensee and listed in the Documentation. Third-Party Software will be governed by and be subject to their respective licensing and other terms and conditions that will apply instead of the provisions of the Agreement.
"Update(s)" means error corrections and bug fixes to Software that Immersal may provide to the Licensee from time to time.
GRANT OF LICENSE
Immersal grants to the Licensee, subject to the terms and conditions of the Agreement and subject to payment of the non-refundable License Fee, under all Immersal's Intellectual Property Rights, the following License to the Software for the purpose of development of AR-enabled Apps:
a limited, non-exclusive, non-sublicensable, worldwide, non-transferable, revocable right and license during the term of the Agreement to: (a) install the Software and operate it in accordance with the Documentation; and (b) use and execute the Software in object or executable form in the sole purpose of developing AR-enabled Apps for the platforms supported by the Software; and (c) integrate Immersal Deployment Software in the AR-enabled Apps for the Licensee's commercial purposes; and
a limited, non-exclusive, worldwide, non-transferable, revocable right and license during the term of the Agreement to offer, sell and commercially distribute Immersal Deployment Software incorporated in the AR-enabled Apps for commercial purposes.
The License is always limited to specific number of square meters of floor area ("Licensed Area") for which the point clouds are created by using the Software when developing the AR-enabled Apps ("Point Cloud(s)"). The minimum size of Licensed Area per calendar month is defined in the Price List. In the event the Licensee wishes to extend the size of its Licensed Area, the Licensee shall notify Immersal ten (10) days before the start of the following calendar month. The minimum as well as possible extension to the Licensed Area are charged from the Licensee in accordance with the then-current Price List. Immersal shall notify the Licensee when the agreed limit of the Licensed Area has been reached and, in its discretion, invoice additional License Fees for the exceeding area according to its then-current Price List or restrict any use of Software to create Point Clouds exceeding the Licensed Area.
Notwithstanding anything else in the Agreement, Immersal and its third-party licensors retain (a) all title and Intellectual Property Rights to the Software, all modifications thereto, copies and derivative works thereof (by whomever produced) and all related Documentation and materials, and (b) all copyrights, patent rights, trade secret rights and other proprietary rights in the Software. Except for Immersal's and its licensors' retained rights in the Software (including, without limitation, the Immersal Deployment Software), Licensee shall own all Intellectual Property Rights to AR-enabled Apps. Any use of the Software in deviation to the Agreement is expressly forbidden and may cause termination of the Agreement upon Immersal's notice to the Licensee according to Section 9.2.
All copies of the Software hereupon shall be subject to the provisions of the Agreement. Any reproductions of any portion of the Software shall always include all proprietary and statutory copyright notices of the original Software. The Licensee may not distribute or disclose the Software or portions thereof to third parties in deviation to the provisions of the Agreement. Immersal Deployment Software is licensed for distribution as part of the AR-enabled Apps only and Licensee is not entitled to distribute the Software, or any portion thereof, in stand-alone form.
Except as expressly provided herein, Licensee agrees:
Only to produce hard copy printed output of data from the Software for reports and notes which are to be used solely for reference purposes in connection with its own internal business, and which may not be published or supplied to any third party;
not to (i) expose any underlying programming interfaces of the Software in developed AR-enabled Apps; (ii) disclose the source code of the Software to third parties (iii) include any Documentation relating to Immersal Technology and sample applications element of Immersal Technology with the developed AR-enabled Apps; and (iv) remove or alter any copyright or other proprietary notice from the Software or Documentation;
not to (i) disassemble, decompile or otherwise reverse engineer the Software or otherwise attempt to learn the source code (to the extent not provided by Immersal), or algorithms underlying the Software, to the maximum extent allowed under applicable law; (ii) rent, lease or otherwise provide temporary access to the Software; (iii) copy, alter or modify the Software or, (iv) allow others to do any of the foregoing;
to promptly notify Immersal if the Licensee becomes aware of any unauthorized use of the whole or any part of the Software or the Documentation by any third party; and
provide Immersal with at least one (1) copy of the AR-enabled App upon release for marketing and demonstration purposes.
The Agreement shall not be deemed to result in the sale, transfer or any other conveyance of any Intellectual Property Rights held or used by Immersal to the Licensee.
For the sake of clarity, it is noted that the Licensee shall enter into separate end user license agreements for the use of the AR-enabled Apps with its End Users, and the Agreement does not in any way create contractual or other relationship between Immersal and the End-Users or grant any rights to the End-Users.
FEES AND PAYMENT
Subject to purchase of the License, the Licensee agrees to pay Immersal a license fee and other charges in force from time to time and set forth in the Price List (collectively the "License Fees"). Immersal hereby reserves a right to amend the License Fees by informing the new License Fees to the Licensee at the latest two (2) months before they enter into force. If the Licensee does not accept the new License Fees, the Licensee may terminate the Agreement before the new License Fees enter into force. Fees for technical support or maintenance services are specified separately in the Agreement or in Immersal's then-current Price List.
License Fees shall be paid against an invoice in advance per each calendar month, except for the fees for any additional use of square meters exceeding the Licensed Area included in the License, to be calculated by Immersal after each invoicing month and invoiced in connection with the following calendar month's invoice. Upon entering into the Agreement, the beginning of the contract period shall be invoiced from the Licensee in connection with the following calendar month's invoice.
Interest on overdue payments shall accrue in accordance with the Finnish Interest Act (633/1982, korkolaki in Finnish) in force from time to time.
License Fees are exclusive of any and all taxes, fees and duties, including, without limitation, withholding tax, value added tax and sales tax, and Licensee is responsible for payment of all such taxes (excluding taxes based on Immersal's taxable income). The Parties acknowledge and agree that otherwise each Party shall bear responsibility for its own possible tax liabilities created as a result of the Agreement.
SUPPORT AND MAINTENANCE, UPDATES AND NEW RELEASES
During the term of the Agreement, Immersal shall provide Licensee limited general technical support through its developer forum or in such other form as in decided by Immersal. Other technical support or maintenance services may be ordered from Immersal subject to Immersal's then-current terms, conditions and Price List. Licensee shall provide all End Users support and maintenance services, and Immersal shall have no responsibility for providing support or other services directly to the End Users.
Immersal may from time to time at its sole discretion provide Updates to the Software free of charge. Immersal will provide Updates only to the then-current Software version at its sole discretion and shall have no obligation to provide any services to the older versions of the Software.
Immersal may from time to time release a New Release. These New Releases may be subject to separate license terms and license fees, as provided by Immersal at the time of the release.
Parties may provide each other with Confidential Information. Each Party agrees that with respect to Confidential Information of the other Party it shall: (i) not use any Confidential Information for any purpose other than as expressly set forth in the Agreement; (ii) other than explicitly stated in the Agreement, not copy, reproduce, store, adapt, incorporate, change, modify, further develop or convey, any portion of the Confidential Information; (iii) not directly or indirectly disclose, furnish, provide, publish, disseminate or make available, except in the course of the valid license, any Confidential Information provided by the disclosing Party, which has not been publicly disclosed, in particular but without limitation, by preventing any unauthorized copying and use of the Confidential Information by its employees or any other third parties; (iv) disclose such Confidential Information to only those employees and contractors, whose duties strictly justify a "need-to-know" to consider and effectuate the purpose of the Agreement and undertake that such employees and contractors are bound by confidentiality obligations as protective as those contained in the Agreement; (v) ensure that each medium containing the Confidential Information made available to any employee or contractor is clearly marked 'Confidential' to notify that the information contained therein is confidential and proprietary to the disclosing Party and (vi) make all necessary precautions and take actions to prevent Confidential Information from being disclosed to a third party.
However, the restrictions set forth in Section 5.1 do not apply to any Confidential Information which: (i) was previously known to the receiving Party without obligations of confidentiality; (ii) is obtained after the Effective Date hereof from a third party who is lawfully in possession of such information and not in violation of any contractual or legal obligation to the disclosing Party with respect to such information; (iii) is or becomes part of the public domain through no fault of the receiving Party; (iv) is independently, without any breach of the Agreement, ascertainable or developed by the receiving Party or its employees; (v) is required to be disclosed by administrative or judicial action provided that the receiving Party immediately after receiving notice of such action notifies the disclosing Party of such action to give the disclosing Party the opportunity to seek any other legal remedies to maintain such Confidential Information in confidence; or (vi) is approved for release by prior written authorization of the disclosing Party.
The receiving Party agrees to use the same degree of care and maintain alike secure environment that it uses to protect its own unreleased products, prototypes, know-how and other Confidential Information of a like nature from unauthorized disclosure, but in no event less than a reasonable degree of care.
The rights and obligations under this Section 5 shall survive the termination, expiration or rescission of the Agreement.
INTELLECTUAL PROPERTY RIGHTS
Each party owns the Intellectual Property Rights for their respective companies, products and/or services. For the sake of clarity, all Intellectual Property Rights and title in and to the Software and any related Documentation, including New Releases, Updates and other amendments shall at all times belong to Immersal or its third-party licensors as the case may be. Unless otherwise expressly agreed in writing, the Agreement shall not give any direct, indirect or implied right or license to use or otherwise exploit Intellectual Property Rights belonging to the other Party.
All Intellectual Property Rights and title to the Point Clouds shall at all times belong to Immersal and the Licensee shall receive as a part of the License an unlimited and royalty-free right of use and distribution to its Point Clouds. The Licensee shall deliver all Point Clouds data to Immersal provided, however, that any possible conversion tools and related rights to use of Point Cloud by Licensee shall be agreed upon separately. In the event of any conversion is made to certain Point Cloud, the Licensee shall provide Immersal with a copy of such Point Cloud each time a new Point Cloud is generated. For the sake of clarity, it is noted that all photo and other necessary data collected and processed for Point Clouds shall be anonymous and should not include any personal data. Immersal does not collect or preserve any photos used for Point Clouds and any and all photos shall be destroyed after the creation of a Point Cloud.
Notwithstanding the foregoing, the Licensee hereby grants to Immersal a non-exclusive, non-transferrable and worldwide license to refer to Licensee and the AR-enabled App, using Licensee's trademarks, logos, service marks and tradenames on Immersal' website as a part of its customer list, subject to any reasonable usage conditions and brand guidelines of the Licensee. In addition, with respect to the AR-enabled App, Licensee shall, as being an independent developer co-operating with publishers of its AR-enabled App titles and other partners, to use its best reasonable efforts to include Immersal's logo (as provided by Immersal to Licensee), on cover of all AR-enabled App packaging (if any) and the credit screen of the AR-enabled App as well as include a copyright and credit notice on the credit screen or similar of the AR-enabled App.
LIMITED WARRANTY AND DISCLAIMER
Immersal warrants that for a period of ninety (90) days from the date of its first delivery, the Software substantially conforms to the Documentation. Except for the foregoing, the Software is provided "AS IS". The Licensee's exclusive remedy and the entire liability of Immersal under this limited warranty will be, at Immersal's sole discretion, sending a repaired or replacement version of Software to Licensee to be installed by the Licensee at Licensee's cost, or refund of the fees paid for the License. In no event does Immersal warrant that the Software is error free or that the Licensee will be able to operate the Software without problems or interruptions.
This warranty does not apply if the Software (a) has been altered or modified (by any other than Immersal), (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Immersal, or (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident.
EXCEPT AS SPECIFIED IN THIS LIMITED WARRANTY, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. EXCEPT WITH RESPECT TO THIS SECTION 7 AND SECTION 8 BELOW, LICENSEE AGREES THAT IMMERSAL WILL NOT BE LIABLE TO LICENSEE FOR ANY DAMAGES ARISING OUT OF LICENSEE'S OR THE END USER'S USE OR INABILITY TO USE THE AR-ENABLED APP.
INDEMNIFICATION AND LIMITATION OF LIABILITY
Immersal agrees to indemnify, defend and hold the Licensee, its officers, directors and employees harmless from any claims, demands, losses, damages, costs, expenses (including reasonable attorney's fees) arising out of any claim by a third party whose rights have been infringed against the Licensee to the extent it is based on that Software (excluding Third-Party Software) infringes any copyright, trade secret, patent, or trademark right of a third party provided that (a) the Licensee promptly notifies Immersal in writing of such presented claims; (b) permits Immersal to defend or settle the claims on behalf to the Licensee and (c) gives to Immersal, upon request and free of charge, information and assistance available and the necessary authorization for such defense.
If in Immersal's reasonable opinion the Software infringes third-party Intellectual Property Rights or if such infringement has been confirmed in a trial, Immersal shall and may at its own expense and discretion either (a) obtain the right to continue use of the Software for the Licensee; (b) send to Licensee replacement that complies with the Agreement; or (c) send to Licensee modified Software where the infringement has been eliminated in such a manner that the modified Software complies with the Agreement. Modified or replacement Software will be installed by the Licensee at Licensee's cost. If none of the above-mentioned alternatives is available to Immersal on reasonable terms, the Licensee shall, at the request of Immersal, stop using the Software and return it, and Immersal shall refund the price paid by the Licensee for the License.
Immersal shall, however, not be liable if the claim results from (a) use of Software in a modified form or in combination with software or materials not furnished by Immersal; (b) any content, information, or data provided by the Licensee or third parties; (c) alteration of Software by the Licensee or any third party not authorized by Immersal, or (d) that could have been avoided by the use of a New Release or Update and New Release or Update is offered for use to the Licensee by Immersal.
Immersal's liability for infringement of Intellectual Property Rights shall be limited to this Section 8.
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, AND EXCEPT FOR BREACHES OF SECTION 2 (GRANT OF LICENSE) OR 5 (CONFIDENTIALITY) OR BREACHES OF IMMERSAL'S INTELLECTUAL PROPERTY RIGHTS, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR THEIR CONTRACTING PARTIES FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, INCLUDING POSSIBLE PHYSICAL DAMAGES OR DAMAGES ARISING FROM TORT, BREACH OF CONTRACT OR BREACH OF WARRANTY, INCLUDING DAMAGES FOR INTERRUPTED COMMUNICATIONS, LOST DATA OR LOST PROFITS, REVENUE OR GOODWILL, COST OF REPLACEMENT SERVICES OCCASIONED BY ANY DEFECT IN THE SOFTWARE, THE INABILITY TO USE SERVICES PROVIDED HEREUNDER OR ANY OTHER CAUSE WHATSOEVER WITH RESPECT TO THE SOFTWARE OR THE AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, AND EXCEPT FOR BREACHES OF SECTIONS 2 (GRANT OF LICENSE) OR 5 (CONFIDENTIALITY) OR BREACHES OF IMMERSAL'S INTELLECTUAL PROPERTY RIGHTS BY THE LICENSEE, IN NO EVENT SHALL EITHER PARTY'S LIABILITY TO THE OTHER PARTY FOR ANY CLAIM ARISING OUT OF THE AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY THE LICENSEE TO IMMERSAL DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE GIVING RISE TO SUCH CLAIM.
IT IS EXPLICITLY UNDERSTOOD BY LICENSEE THAT THE OBLIGATIONS IN THE AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY AND ALL INDEMNITIES AND WARRANTIES SET FORTH HEREIN, ARE FROM IMMERSAL ONLY AND ARE NOT OFFERED ON BEHALF OF ANY OTHER PARTY.
TERM AND TERMINATION
The Agreement shall commence on the Effective Date and remain in force for a license term set forth in the Agreement, unless terminated by either Party.
Either Party may terminate the Agreement with one (1) months' notice period. In addition, either Party may terminate the Agreement with immediate effect by notice in writing in the event (a) the other Party materially breaches any of its obligations under the Agreement, unless the breach is remedied within a fourteen (14) day period following the notice, or (b) the other Party is or becomes the subject of bankruptcy or insolvency proceedings or has an administrator, receiver or liquidator of its assets appointed or otherwise ceases payments. The Licensee has also the right to terminate the use of Software at any point of time, without any specific or implied reason. However, the Licensee is not entitled to any refund of License fees already paid or due.
Upon termination of the Agreement, the Licensee shall on the date of termination (a) cease to use the Software, (b) upon instructions and option of Immersal either return or destroy all tangible copies of the Software and Immersal's Confidential Information together with all reproduction and modifications thereof, and (c) give Immersal a written guarantee that the Licensee has complied with all of its obligations under this Section. Notwithstanding the aforesaid, despite of the termination of the Agreement and against a written prior consent of Immersal, the Licensee shall have the right to sell or otherwise distribute the AR-enabled Apps, provided that the Licensee continues to pay the License Fees in accordance with the Agreement as long as such selling or distribution continues.
Notwithstanding anything to the contrary contained herein, the Section 1 (Definitions), Section 2.1, Section 5 (Confidentiality), Section 7 (Limited Warranty and Disclaimer), Section 8 (Indemnification and Limitation of Liability), Section 9 (Term and Termination) and Section 10 (Miscellaneous) shall survive any termination, expiration or rescission of the Agreement.
Force Majeure. Neither Party shall be liable to the other for acts beyond its reasonable control including, but not limited to, acts of God, or public enemy, the acts or failure to act of any governmental authority, acts of civil or military authority, labor disputes, fires, wars, embargoes, epidemics, floods, unusually severe weather, or shortage or absence of power (including primary power and failure of backup systems).
Compliance with local laws. The Licensee undertakes to comply with its local laws in force from time to time when developing AR-enabled Apps and creating Point Clouds under the License.
Notices. Any notice under the Agreement will be in writing and will be personally delivered, sent by a reputable mail service or by registered mail to the other Party or by e-mail. Notices will be deemed effective (a) five (5) working days after deposit, postage prepaid, or (b) if mailed, the next day if sent by overnight mail or e-mail.
Waiver. A waiver by either party of any term or condition of the Agreement or any breach thereof, in any one instance, shall not be deemed or construed to be a waiver of such term or condition or any subsequent breach thereof.
Severability. If any provision of the Agreement or the application of any such provision would be invalid, void or unenforceable and/or should be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of the Agreement shall remain in full force and effect to the maximum extent permissible by the applicable law.
Assignment. The Agreement or the License granted thereunder may not be assigned or sublicensed by Licensee in whole or in part without the prior written consent of Immersal, such consent not to be unreasonably withheld or delayed. However, either Party may assign the Agreement with notice to the other Party in the event of a merger, acquisition or similar corporate activity provided that the surviving entity agrees to be bound by the terms of the Agreement. The Agreement shall be binding upon and inure for the benefit of the successors in title of the Parties hereto.
Modifications. The General Terms may be modified from time to time by Immersal by informing the Licensee of the same in writing. Except for amendments to License Fees as defined in Section 3.1, the changed terms shall become binding upon the Licensee unless the Licensee informs Immersal in writing within thirty (30) days from Immersal's notice that it does not accept such changes.
Entire Agreement. The Agreement constitutes the entire agreement and understanding between the Parties relating to the subject matter hereof and supersedes all other agreements and representations, oral or written, between the Parties.
Governing Law. The Agreement is governed by and construed in accordance with the laws of Finland. The Parties hereby agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement and is strictly excluded in all proceedings.
Dispute Resolution. All disputes arising under or in connection with the Agreement, its negotiations, performance, breach, existence or validity shall be primarily settled by negotiation and finally by arbitration in Helsinki, Finland, in accordance with the Arbitration Rules of the Finland Chamber of Commerce by one (1) arbitrator and in English language.
SCHEDULE 2: PRICE LIST AND SUPPORT LEVELS
Pricing and Quality of Service (QoS) in commercial phase:
Support and maintenance services:
Support and maintenance services are limited to developer forum. Commercial developers will be provided with support email and 8/5 (EET) phone support. Premium 24/7 support is available on special pricing (contact sales).