THIS BLACKBERRY ICONS LICENSE AGREEMENT (THIS "AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU INDIVIDUALLY IF YOU ARE AGREEING TO IT IN YOUR OWN CAPACITY, OR IF YOU ARE AUTHORIZED TO ACQUIRE THE ICONS ON BEHALF OF YOUR COMPANY OR ORGANIZATION, BETWEEN THE ENTITY FOR WHOSE BENEFIT YOU ACT ("YOU") AND RESEARCH IN MOTION LIMITED ("RIM"). BEFORE DOWNLOADING THE ICONS, PLEASE CAREFULLY READ THE FOLLOWING AGREEMENT. BY CLICKING ON THE APPROPRIATE BUTTON BELOW, OR BY DOWNLOADING, INSTALLING, ACTIVATING OR USING THE ICONS, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU HAVE ANY QUESTIONS OR CONCERNS ABOUT THE TERMS OF THIS AGREEMENT, PLEASE CONTACT RIM AT email@example.com. IF, PRIOR TO DOWNLOADING, INSTALLING, ACTIVATING OR USING THE ICONS, YOU DECIDE YOU ARE UNWILLING TO AGREE TO THE TERMS OF THIS AGREEMENT, YOU HAVE NO RIGHT TO USE THE ICONS. IN THIS CASE, DO NOT ATTEMPT TO DOWNLOAD THE ICONS BY ANY MEANS AND IF YOU HAVE ALREADY DONE SO, PROMPTLY DELETE THE ICONS.
"APPLICATIONS" MEANS: SOFTWARE APPLICATIONS, OR PORTIONS THEREOF, DEVELOPED BY YOU FOR USE ON THE BLACKBERRY PLATFORM.
"ICONS" MEANS: THE IMAGE FILES PROVIDED TO YOU UNDER THIS AGREEMENT FOR USE IN APPLICATIONS.
RIM hereby grants You a worldwide, personal, revocable, non-exclusive, royalty free, non-transferable license to (i) use, reproduce, and display the Icons in the Applications and related documentation. You acknowledge that your use of the Icons is limited to the use licensed in this Agreement. You agree that it will not use the Icons in a manner likely to cause confusion with, dilute or damage the goodwill, reputation or image of RIM or RIM’s products or services. You agree not to use the Icons as a feature or design element of another logo or trademark. You will promptly correct any misuse of the Icons including use which may cause confusion as to whether the Applications are sponsored by, endorsed or affiliated with RIM. Should You fail to comply with this provision and fail to cure such non-compliance after written notice by RIM, in addition to any other remedies that RIM may have, RIM may terminate your license to the Icons with immediate effect. The use of the Icons by You does not transfer to You any further right, title, or interest in or to the Icons and all such use and associated goodwill will inure to the benefit of RIM. You shall not register, attempt to register or lay common law claim to any Icons or any mark confusingly similar therewith.
You shall not use the Icons in connection with any activity that (a) disparages RIM or its products or services; or (b) violates any local, state, federal, country, or international regulation or law.
The Icons may be used as set out herein, or as otherwise agreed in writing between the parties:
in the Applications, or
in the documentation and online marketing material when describing the purpose or functionality of the Icons within your Applications (i.e., in a tutorial manner) and except as set forth herein may not be used as a graphical element or design for your own purposes.
RIM will provide You with artwork samples for the Icons. Except for size, the Icons may not be altered in any manner, including proportions, colors, elements, etc., or animated, morphed, or otherwise distorted in perspective or dimensional appearance.
The Icons may not be used in any manner that expresses or might imply RIM’s affiliation, sponsorship, endorsement, certification, or approval, other than as contemplated by the Agreement.
This Agreement does not transfer or assign to You, any intellectual property right, in or related to the Icons. The Icons remain the property of RIM and are licensed and not sold to You under this Agreement. You acknowledge that there are no implied licenses granted under this Agreement, and all rights, save for those license rights expressly granted to You hereunder, shall remain with RIM.
RIM PROVIDES THE ICONS "AS IS". RIM MAKES NO REPRESENTATIONS OR WARRANTIES, AND THERE ARE NO CONDITIONS, ENDORSEMENTS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED ARISING OUT OF OR RELATED TO THIS AGREEMENT. YOU AGREE TO ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF THE ICONS.
RIM SHALL HAVE NO LIABLITY WHATSOEVER ARISING OUT OF OR RELATED TO THIS AGREEMENT. The foregoing shall apply whether an action, claim or demand arises from a breach of warranty or condition, breach of contract, tort (including negligence), strict liability or any other kind of civil or statutory liability connected with or arising out of this Agreement and shall apply to RIM and its affiliates as well as RIM and its affiliates’ directors, officers, and employees.
SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OR EXCLUSIONS OF CERTAIN TYPES OF DAMAGES AND/OR WARRANTIES AND CONDITIONS. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SET FORTH IN THIS AGREEMENT SHALL NOT APPLY IF AND ONLY IF AND TO THE EXTENT THAT THE LAWS OF A COMPETENT JURISDICTION REQUIRE LIABILITIES BEYOND AND DESPITE THESE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS.
This Agreement is to be governed by and construed under the laws of the State of New York, excluding any body of law governing conflicts of law. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from application to this Agreement. You irrevocably waive any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the jurisdiction of the courts located the County of New York, New York, as the case may be, for any such claims arising from or related to this Agreement. The parties hereby waive all rights to a trial by jury in any matter related to or arising from this Agreement.
The term of this Agreement shall run for so long as You are offering the Applications for sale or distribution, subject to earlier termination by RIM as provided herein. You shall immediately cease all use of the Icons:
if You cease distributing the Applications;
within a commercially reasonable amount of time not to exceed one (1) month following receipt of written notice of any material breach that is not cured within such period.
The terms, conditions and warranties contained in this Agreement that by their sense and context are intended to survive the performance hereof shall so survive the completion of performance or termination of this Agreement. Without limiting the generality of the foregoing, the provisions of Sections 7, 8, 9, 11 and this Section 13 shall survive the termination or expiration of this Agreement.
This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. This Agreement supersedes any prior or contemporaneous understandings, communications, representations, warranties, undertakings, collateral agreements and agreements between the parties, whether oral or written, with respect to the subject matter hereof, and You acknowledge that You have not relied on any of the foregoing in agreeing to enter into this Agreement. This Agreement shall not be assigned by You without RIM’s prior written consent.