Suunto APP License Agreement
By this Suunto APP License Agreement (the ”Agreement”) you voluntarily license your application made with the Suunto software tool (“Suunto APP”) to Suunto (and its end-users) and permit such parties to use your App free of charge. [Though we will not compensate you with money or otherwise, you may be very proud of yourself and Suunto ensure your name will appear in connection with the Suunto APP. ] Once you have submitted your Suunto APP to the website, you understand that you have granted Suunto and end-users a completely free-of-charge (no direct or indirect compensation will be paid by Suunto or the end-users for your effort), world-wide unrestricted license to use commercially or non-commercially your Suunto APP in any media, including but not limited to embedding the app into any Suunto websites devices, applications, or products. We shall give consideration to any such request from you, but under no circumstances shall we be obligated to return or remove any Suunto APP, or to abandon any license granted by you, once you have submitted the Suunto APP to us. You may post only such Suunto APPs that you have created yourself and have the unrestricted right to share. Please do not share and submit anything that may infringe on anyone else's rights. We encourage you to inform us if you think any Suunto APP would violate on any third party´s copyrights or other intellectual property rights. Please note that Suunto may at anytime decide to remove and take down any Suunto APP submitted by you or others at its sole discretion. No advance information will be provided to you or other users. Suunto shall not have any express or implied obligation to distribute your Suunto APP. 1. General
Suunto does not claim ownership in your Suunto APP. Your submission of the Suunto APP does not transfer ownership rights in the Suunto APP to Suunto.
However, by submitting and uploading the Suunto APP you grant Suunto (and Suunto end-users, as applicable) a worldwide non-exclusive, assignable and transferable, fully paid, royalty-free, perpetual and irrevocable license to use, host, install, format, copy, publicly perform, display, distribute and modify the Suunto APP (in any format, including but not limited to, source and object code), and to modify, adapt and prepare derivative works thereof, or incorporate the Suunto APP into other works as well as sublicense and transfer the same and make available to customers (through multiple tiers of distribution). Suunto may decide the scope and extent of the end-user´s license rights and may restrict such rights, at its sole discretion. Furthermore, Suunto may advertise or promote your Suunto APP in any and all media. 3. No Payments
You have elected voluntarily at your sole discretion to share your Suunto APP under this Agreement. No charges, license fees, payments, royalties or monetary compensation, direct or indirect, express or implied, shall apply now or later. 4. Warranties and Indemnification
You represent, warrant and undertake to Suunto that:
(a) You have the power and authority to enter into this Agreement and to fully perform your obligations under this Agreement;
(b) You are at least 18 years of age (or the age of full legal capacity in your location) on the date you submit your Suunto APP to Suunto;
(c) You guarantee that the Suunto APP is your own original work and if any part is not, then you have in place all relevant assignments necessary for the transfer and license granted under the terms and conditions of this Agreement to be effective. You also guarantee that you are and will be entitled to transfer and license the rights in the Suunto APP including copyright and all other intellectual property rights
(d) Distribution of your Suunto APP will not violate any agreements to which you are a party or of which you are otherwise aware, and does not and will not misappropriate or infringe the intellectual property or proprietary rights of any third party;
(e) Suunto’s exercise of the rights you grant under this agreement will not obligate Suunto to pay any third party any amounts; and
(f) The information you provide to Suunto under or in connection with this agreement is true, accurate, current, and complete.
You agree to defend, indemnify and hold harmless Suunto from and against any and all third party claims and all liabilities, assessments, losses, costs or damages resulting from or arising out of your breach of this Section 4. 5. Miscellaneous 5.1 Choice of Law and Arbitration
Except where prohibited by applicable law or provided otherwise herein, the Terms shall be governed by the laws of Finland without regard to its conflict of law provisions.
If you are a US resident the following paragraph shall apply: The Terms shall be governed by the laws of New York without regard to its conflicts of law provisions. Any dispute relating to these Terms or the Service shall be submitted to binding arbitration in Manhattan, New York within eighteen (18) months of the date the facts giving rise to the suit were known, or should have been known, by the complainant, except that Suunto may seek injunctive or other relief if you have violated or threatened to violate any intellectual property rights. All matters relating to arbitration shall be governed by the Federal Arbitration Act (9 U.S.C. §1 et. seq.). Arbitration shall be conducted by a single arbitrator under the then prevailing Arbitration Rules of the American Arbitration Association ("AAA"), Each party must submit any claim which would constitute a compulsory counterclaim in litigation or such claim shall be barred. No award of exemplary, special, consequential or punitive damages shall be permitted. The losing party, as determined by the arbitrator, shall pay the arbitration fees. The arbitrator's award shall be binding and may be entered as a judgment and enforceable in any court of competent jurisdiction. Arbitration shall be conducted on an individual, not class-wide basis, and no arbitration shall be joined with an arbitration involving any other person or entity. 5.2 Validity
Suunto reserves the right to modify the Agreement at any time without prior notice. If the Agreement is changed in a material, adverse way, Suunto will provide a separate prior notice advising of such change. 5.4 DISCLAIMER, LIMITATION OF LIABILITY a. DISCLAIMER OF WARRANTY.
SUUNTO PROVIDES THE SYSTEM ENABLING BUILDING AND LICENSING SUUNTO APPS "AS-IS," "WITH ALL FAULTS," AND "AS AVAILABLE." YOU BEAR THE RISK OF USING THE SUUNTO SYSTEM AND SUBMITTING SUUNTO APPS. TO THE EXTENT PERMITTED BY LOCAL LAW, SUUNTO EXCLUDES ANY IMPLIED WARRANTIES OR CONDITIONS, INCLUDING THOSE OF PRODUCT LIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT RELATING TO THE SUUNTO APP SERVICE. b. LIMITATION OF LIABILITY.
YOU CAN RECOVER FROM SUUNTO ONLY DIRECT DAMAGES UP TO (OR 10 EUROS) YOU AGREE NOT TO SEEK AND WAIVE ANY RIGHT TO RECOVER ANY OTHER LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, PUNITIVE OR INCIDENTAL DAMAGES. THESE LIMITS AND EXCLUSIONS APPLY EVEN IF SUUNTO KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES. THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU BECAUSE YOUR STATE OR COUNTRY MAY NOT ALLOW THE EXCLUSION OF CERTAIN DAMAGES. 5.5 TERM AND TERMINATION.
This Agreement will remain in effect until terminated. Suunto may terminate this Agreement at any time for any reason or no reason, upon at least sixty (60) days’ written notice. Either party may terminate this agreement in the event of an uncured material breach of this agreement by the other party which termination will be effective thirty (30) days after the other party’s receipt of written notice of the breach. 6. Intellectual Property INTELLECTUAL PROPERTY RIGHTS OWNERSHIP.
You acknowledge that any Suunto services, products, software or tools are proprietary to Suunto and its licensors and protected under international copyright and intellectual property rights law and international treaties. You further acknowledge and agree that, as between you and Suunto, Suunto and its licensors own and shall continue to own all right, title, and interest in and to the Suunto services, products, software or tools, including associated intellectual property rights under copyright, trade secret, patent, or trademark laws. This Agreement does not grant you any ownership interest in or to the Suunto services, products, software or tools, but only a limited right of use that is revocable in accordance with the terms of this Agreement. Any and all trademarks or service marks that Suunto uses in connection with the Suunto APP and Suunto services, products, software or tools remain with Suunto. 7. QUESTIONS AND COMMENTS
All questions, comments, notification or enquiries under this Agreement should be directed to Suunto. Contacts can be found in http://www.movescount.com/faq
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