Premium Zone for Developers

PREMIUM ZONE DEVELOPER AGREEMENT Valid from 2016-06-13

This Premium Zone Developer Agreement (“Agreement”) is an agreement between you and Telia Company AB (registration number 556103-4249, registered postal address Telia Company AB, 169 94 SOLNA, SWEDEN) (“Telia Company”) and states the terms under which Telia Company provides you certain developer services, software and hardware. Please read this Agreement carefully before checking the “I agree to the Premium Zone Developer Agreement” box and before pressing the “Done” button. If you do not agree to this Agreement in full or in part, do not continue with the sign-up process further and do not use the developer services, software and hardware provided by Telia Company under this Agreement.

Purpose

You are willing to develop software for or test your software with Telia Company’s Premium Zone service and submit such software for consideration to Telia Company with the aim to become a supplier of Telia Company and later offer such software as a part of Telia Company’s Premium Zone service. Telia Company is willing to provide you with the developer services, software and hardware under this Agreement in order to enable you to do this.

Authority to enter into this Agreement

If you act on your own behalf, you acknowledge that you are legally permitted to enter into this Agreement. If you act on behalf of a legal person, you acknowledge that you are legally permitted to enter into this Agreement on behalf of such legal person.

If you are not legally permitted to enter into this Agreement on your own behalf or on behalf of a legal person you act for, you must not use the developer services, software and hardware provided by Telia Company. Use of Premium Zone Developer Portal

In order to use the developer services, software and hardware provided by Telia Company under this Agreement, you must create an account by using sign-up process at Premium Zone Developer webpage (“Premium Zone Developer Portal” or “Portal”).

You acknowledge that the information you provide during the sign-up process is and will remain current, true, accurate and complete.

You must not share your account password in any way or with anyone. You are solely liable for any activity related to your account.

You must use the Portal only for the purposes for which it is intended and in accordance with this Agreement. Telia Company may alter or discontinue the Portal in full or in part with or without notice to you.

Use of Services

Telia Company may provide developer services (“Telia Company’s Services” or “Services”) to you through Premium Zone Developer Portal or by other means.

You must use the Services only for the purposes for which they are intended and in accordance with this Agreement. Telia Company may alter or discontinue the Services in full or in part with or without notice to you.

Use of Software

Telia Company may provide application programming interfaces (APIs) and other software (“Telia Company’s Software” or “Software”) to you through Premium Zone Developer Portal or by other means.

Telia Company grants you a limited, personal, royalty-free, non-exclusive, non-transferable, non- sublicensable, revocable, worldwide licence to use and reproduce the Software for the sole purpose of internally developing and testing your software, as well as submitting your software for consideration to Telia Company under this Agreement.

You must not use the Software for any purpose not expressly permitted under this Agreement. Telia Company may alter or discontinue the Software in full or in part with or without notice to you.

Certain Telia Company’s Software may be licensed to you under separate licences; these separate licenses govern your use of such Software.

Telia Company may provide software belonging to other parties to you through Premium Zone Developer Portal or by other means; their respective licenses govern your use of such software.

Use of trademarks

This Agreement does not grant you a right to use any trademarks, service marks, trade names, logos or other signs belonging to Telia Company or other parties.

You must not register in any jurisdiction any trademarks or service marks identical or confusingly similar to trademarks, service marks, trade names, logos or other signs belonging to Telia Company.

Use of Premium Zone Developer Kit

Telia Company may provide developer hardware (“Developer Kit”) to you through Premium Zone Developer Portal or by other means.

You may be asked to enter into a separate agreement with Telia Company on the provision of the Developer Kit to you.

You must use the Developer Kit only for the purposes for which it is intended and in accordance with accompanied instructions and this Agreement.

You must not alter, modify, adapt, translate, decompile, disassemble, decrypt, extract, otherwise reverse engineer or create derivative works of the Software contained in the Developer Kit.

Telia Company may alter or discontinue the Developer Kit in full or in part with or without notice to you.

Internal use only

You must use the Services, Software, Portal and Developer Kit for internal purposes only; you must not use the Services, Software, Portal and Developer Kit in a public environment either for commercial or non-commercial purposes.

Your Applications

You must develop your software and any related intellectual property objects you submit to Telia Company (“Applications”) in accordance with the following requirements:

  • You must either hold or own the rights to use all content in your Application;
  • Applications must not contain pornographic, obscene, defamatory or similar content;
  • Applications must not contain code licensed under GNU licenses;
  • Applications must not contain malicious code or software;
  • Applications must not be used in a public environment either for commercial or non-commercial purposes;
  • Applications must not process personal data.

Your Application must also comply with any other requirements set by Telia Company and published at Premium Zone Developer Portal.

All intellectual property rights to your Applications, except for Telia Company’s Software that is contained in your Applications, belong to you.

Upon submission of your Application to Telia Company, you grant Telia Company a limited, royalty- free, non-exclusive, transferable, sub-licensable, worldwide license to use and reproduce your Application for the purpose of testing and considering its suitability for Telia Company’s Premium Zone service.

You acknowledge that your Applications do not and will not infringe any intellectual property rights, moral rights or other rights held or owned by other parties.

You must at your own cost defend and settle any claims against Telia Company alleging that the use of your Applications under this Agreement infringes any intellectual property rights, moral rights or other rights held or owned by other parties.

You will have sole control over such proceedings or settlements. Telia Company may provide its assistance in relation to such proceedings or settlements to you at your cost. If you do not act against such claims, Telia Company may take appropriate legal action at your cost.

You must indemnify Telia Company from any losses incurred due to an infringement of any intellectual property rights, moral rights or other rights held or owned by other parties.

Submission, consideration and selection of Applications

You may submit your Applications for consideration by Telia Company through Premium Zone Developer Portal. If you make alterations to your Applications after you submit them to Telia Company, you must resubmit such Applications to Telia Company.

You must cooperate with Telia Company, respond to questions posed by and provide information requested by Telia Company in relation to your Applications during consideration process.

Telia Company will at its discretion choose the methods and means for consideration and selection of your Applications. You must not hinder Telia Company from being able to consider your Application.

Telia Company may at its discretion reject your Applications or select your Applications and offer you to become a supplier of Telia Company by offering you to enter into further agreements.

Consideration or selection of your Applications by Telia Company will not be deemed to be an obligation of the parties to enter into further agreements.

You are solely liable for any costs and liabilities related to development of your Applications and submission of your Applications to Telia Company. Development, submission and selection of your Applications is at your sole risk.

You are solely liable for your Applications; Telia Company’s consideration and selection of your Applications does not limit your liability for your Applications.

Telia Company retains a right to develop, use and commercialize software that performs same or similar functions as, or competes with, your Applications or your other software.

Supplier Code; Security Directives

You must comply with Telia Company’s Supplier Code of Conduct and Telia Company’s Security Directives.

Confidentiality

You acknowledge that the developer services, software and hardware provided by Telia Company under this Agreement and related information disclosed by Telia Company may be considered and, therefore, indicated as confidential. You must maintain the secrecy of such Telia Company’s confidential information. You must use such Telia Company’s confidential information only for the purposes for which it is intended and not disclose it to other persons.

You must give prior notice to Telia Company if you are obliged to disclose Telia Company’s confidential information to other persons under the applicable law, and you must take all available measures to maintain its secrecy.

You must not provide Telia Company with your confidential information.

Term; Termination

This Agreement is valid for indefinite period of time.

Either party may terminate this Agreement for any reason and effective immediately upon notice to the other party. If Telia Company terminates this Agreement, it may at its discretion refuse to provide any developer services, software and hardware to you.

Consequences of termination

Upon termination of this Agreement, all licenses to the Software granted to you under this Agreement will terminate.

Upon termination of this Agreement, you must cease using the Software and the Services and permanently destroy all copies, full or partial, of the Software and information related to the Services; upon request of Telia Company, you must submit a written certification of such destruction to Telia Company.

Upon termination of this Agreement, you must cease using the Developer Kit and deliver it back to Telia Company at your own cost. The risk of accidental loss or damage of the Developer Kit passes to Telia Company from the moment of its delivery.

Upon termination of this Agreement, Telia Company will destroy all your Applications, unless this is contrary to the law applicable to this Agreement.

Termination of this Agreement does not affect the validity of its terms that due to their nature survive termination of this Agreement.

Warranties

Telia Company’s Services, Software, Developer Kit and Portal are provided to you “as is” and “as available”, without warranties of any kind. The Services, Software, Developer Kit and Portal may contain defects. The use of the Services, Software, Developer Kit and Portal is at your sole risk. Telia Company is not obligated to provide maintenance, technical or other support for the Services, Software, Developer Kit or Portal. No statements given by Telia Company will be deemed to be a warranty for the Services, Software, Developer Kit and Portal.

Liability; Limitation of liability

Either party is liable for damages caused to the other party.

Telia Company’s liability is limited to direct damages; Telia Company will not be liable for indirect damages.

Telia Company’s total liability is limited to the amount of EUR 100 000.

Neither party will be liable for damages of the other party that arise due to termination of this Agreement in accordance with its terms.

Telia Company will not be liable for the loss or corruption of your Applications or other data. Telia Company will not be liable for alteration or discontinuance of Services, Software, Developer Kit or Portal.

Telia Company’s liability is not limited in those cases when liability may not be limited under the law applicable to this Agreement.

Privacy Policy

Telia Company processes personal data related to you for the purposes of provision of the Services, Software, Developer Kit and Portal, as well as for other lawful purposes in accordance with Telia Company’s Privacy Policy.

You may access your personal data, request to rectify or erase it, request to block its processing and object to its processing in accordance with the Privacy Policy.

Telia Company may transfer your personal data to other persons indicated in the Privacy Policy.

Telia Company processes impersonal data in accordance with the Privacy Policy.

Transfer of rights and obligations; Engagement of other persons

You may not transfer your rights and obligations under this Agreement to other parties without written consent of Telia Company.

Telia Company may transfer its rights and obligations under this Agreement to other parties by giving a notice to you.

Either party may engage other persons to perform their respective rights and obligations under this Agreement; however, each party will remain liable for duly performance of this Agreement.

Notices

Notices given under this Agreement will be in writing.

Notices will be deemed to be given by you when sent to Telia Company at postal address Telia Company AB, 169 94 SOLNA, SWEDEN.

Notices will be deemed to be given by Telia Company when published at the Portal or sent to you at the e-mail address or postal address indicated by you during the sing-up process or later at your account. Waiver

Failure or delay to enforce any term of this Agreement will not be deemed to be a waiver of future enforcement of that term or any other term of this Agreement.

Severability

If any term of this Agreement is invalid or unenforceable, the remainder of such term and the remainder of this Agreement will continue in full force and effect.

Amendments; Supplements

This Agreement may be amended and supplemented in writing solely by Telia Company with or without notice to you.

Dispute resolution; Applicable law

Any dispute arising out of or relating to this Agreement will be finally settled in the courts of the Kingdom of Sweden. The law of the Kingdom of Sweden is applicable to this Agreement.

Entire agreement

This Agreement is the entire agreement between you and Telia Company regarding its subject matter and prevails over any prior agreements between you and Telia Company regarding its subject matter.

Other documents

All documents referred to in this Agreement are inseparable part of this Agreement. In case of conflict between the terms of these documents and the terms of this Agreement, the terms of this Agreement prevail.