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1 | Yahoo! DomainKeys Patent License Agreement v1.2 |
1 | Yahoo! DomainKeys Patent License Agreement v1.2 |
2 | 2 | ||
3 | Copyright (c) 2006, Yahoo! Inc. |
3 | Copyright (c) 2006, Yahoo! Inc. |
4 | All rights reserved. |
4 | All rights reserved. |
5 | 5 | ||
6 | This Yahoo! DomainKeys Patent License Agreement (this "Agreement") is |
6 | This Yahoo! DomainKeys Patent License Agreement (this "Agreement") is |
7 | between Yahoo! Inc. ("Yahoo!") and you ("Licensee"). By attempting to |
7 | between Yahoo! Inc. ("Yahoo!") and you ("Licensee"). By attempting to |
8 | exercise any rights granted under this Agreement, Licensee agrees to be |
8 | exercise any rights granted under this Agreement, Licensee agrees to be |
9 | bound by all the terms and conditions set forth below, and subject to those |
9 | bound by all the terms and conditions set forth below, and subject to those |
10 | terms and conditions, Licensee may use the intellectual property described |
10 | terms and conditions, Licensee may use the intellectual property described |
11 | below. |
11 | below. |
12 | 12 | ||
13 | 1. LICENSE GRANT. |
13 | 1. LICENSE GRANT. |
14 | 14 | ||
15 | 1.1. Subject to the terms and conditions of this Agreement, Licensor hereby |
15 | 1.1. Subject to the terms and conditions of this Agreement, Licensor hereby |
16 | grants You a royalty-free, perpetual, worldwide, sublicensable, |
16 | grants You a royalty-free, perpetual, worldwide, sublicensable, |
17 | non-exclusive license under its rights to the Yahoo! Patent Claims to make, |
17 | non-exclusive license under its rights to the Yahoo! Patent Claims to make, |
18 | use, sell, offer for sale, and/or import Implementations. |
18 | use, sell, offer for sale, and/or import Implementations. |
19 | 19 | ||
20 | 2. DEFINITIONS. |
20 | 2. DEFINITIONS. |
21 | 21 | ||
22 | 2.1. "DomainKeys Developer(s)" means Yahoo, Inc. ("Yahoo!"), Licensor, |
22 | 2.1. "DomainKeys Developer(s)" means Yahoo, Inc. ("Yahoo!"), Licensor, |
23 | and/or any other individual or entity who distributes Implementations under |
23 | and/or any other individual or entity who distributes Implementations under |
24 | this Agreement. |
24 | this Agreement. |
25 | 25 | ||
26 | 2.2. "Implementations" means the specific portions of a hardware or |
26 | 2.2. "Implementations" means the specific portions of a hardware or |
27 | software implementation expressly required to be compliant with the |
27 | software implementation expressly required to be compliant with the |
28 | Specifications for the sole purpose of a sender verification solution in |
28 | Specifications for the sole purpose of a sender verification solution in |
29 | connection with e-mail. |
29 | connection with e-mail. |
30 | 30 | ||
31 | 2.3. "Licensor" means Yahoo! or any other individual or entity that elects |
31 | 2.3. "Licensor" means Yahoo! or any other individual or entity that elects |
32 | to use this Agreement to license Yahoo! Patent Claims to any licensee. |
32 | to use this Agreement to license Yahoo! Patent Claims to any licensee. |
33 | 33 | ||
34 | 2.4. "Specifications" means the specification having submission ID |
34 | 2.4. "Specifications" means the specification having submission ID |
35 | "draft-delany-domainkeys-base-01.txt" dated Aug 2004 published through the |
35 | "draft-delany-domainkeys-base-01.txt" dated Aug 2004 published through the |
36 | IETF (Internet Engineering Task Force). The Specifications may be found at |
36 | IETF (Internet Engineering Task Force). The Specifications may be found at |
37 | the following link: |
37 | the following link: |
38 | http://antispam.yahoo.com/domainkeys/draft-delany-domainkeys-base-01.txt |
38 | http://antispam.yahoo.com/domainkeys/draft-delany-domainkeys-base-01.txt |
39 | 39 | ||
40 | 2.5. "Yahoo! Patent Claims" shall mean those claims of all Yahoo! foreign |
40 | 2.5. "Yahoo! Patent Claims" shall mean those claims of all Yahoo! foreign |
41 | and domestic patents and patent applications that base their priority on |
41 | and domestic patents and patent applications that base their priority on |
42 | U.S. Provisional Patent Application Ser. Nos. 60/497,794, filed Aug. 26, |
42 | U.S. Provisional Patent Application Ser. Nos. 60/497,794, filed Aug. 26, |
43 | 2003, or 60/553,300, filed Mar. 15, 2004, or U.S. Patent Application Ser. |
43 | 2003, or 60/553,300, filed Mar. 15, 2004, or U.S. Patent Application Ser. |
44 | Nos. 10/671,319, filed Sep. 24, 2003, or 10/805,181, filed Mar. 19, 2004. |
44 | Nos. 10/671,319, filed Sep. 24, 2003, or 10/805,181, filed Mar. 19, 2004. |
45 | 45 | ||
46 | 2.6. "You" or "Your" means an individual, company, or other legal entity |
46 | 2.6. "You" or "Your" means an individual, company, or other legal entity |
47 | exercising any rights under this Agreement. Any individual who accepts the |
47 | exercising any rights under this Agreement. Any individual who accepts the |
48 | terms and conditions of this Agreement on behalf of a company or other |
48 | terms and conditions of this Agreement on behalf of a company or other |
49 | legal entity represents and warrants that the individual has the authority |
49 | legal entity represents and warrants that the individual has the authority |
50 | to enter into this Agreement on behalf of the company or other legal |
50 | to enter into this Agreement on behalf of the company or other legal |
51 | entity. |
51 | entity. |
52 | 52 | ||
53 | 3. TERMS. |
53 | 3. TERMS. |
54 | 54 | ||
55 | 3.1. You agree not to assert against Yahoo!, any other DomainKeys Developer |
55 | 3.1. You agree not to assert against Yahoo!, any other DomainKeys Developer |
56 | or any of their respective licensees under Section 3.4, a patent |
56 | or any of their respective licensees under Section 3.4, a patent |
57 | infringement claim based on the manufacture, use, sale, offer for sale |
57 | infringement claim based on the manufacture, use, sale, offer for sale |
58 | and/or importation of any Implementations ("Implementation IP Claim"). |
58 | and/or importation of any Implementations ("Implementation IP Claim"). |
59 | 59 | ||
60 | 3.2. To indicate your assent to the terms and conditions of this Agreement |
60 | 3.2. To indicate your assent to the terms and conditions of this Agreement |
61 | and in order to obtain a license to make, use, sell, offer for sale, and/or |
61 | and in order to obtain a license to make, use, sell, offer for sale, and/or |
62 | import Implementations, You must include, attach or preserve the following |
62 | import Implementations, You must include, attach or preserve the following |
63 | prominently displayed statement in the source code and object code of any |
63 | prominently displayed statement in the source code and object code of any |
64 | such Implementations: "This code incorporates intellectual property owned |
64 | such Implementations: "This code incorporates intellectual property owned |
65 | by Yahoo! and licensed pursuant to the Yahoo! DomainKeys Patent License |
65 | by Yahoo! and licensed pursuant to the Yahoo! DomainKeys Patent License |
66 | Agreement.". |
66 | Agreement.". |
67 | 67 | ||
68 | 3.3. You will not use the name of Yahoo! to endorse or promote any |
68 | 3.3. You will not use the name of Yahoo! to endorse or promote any |
69 | products, services, or Implementations without specific prior written |
69 | products, services, or Implementations without specific prior written |
70 | permission of Yahoo!. "DomainKeys" is a trademark of Yahoo!. However, You |
70 | permission of Yahoo!. "DomainKeys" is a trademark of Yahoo!. However, You |
71 | may state Your Implementations are "DomainKeys compliant", "supports |
71 | may state Your Implementations are "DomainKeys compliant", "supports |
72 | DomainKeys", or is "DomainKeys-enabled", without citation to Yahoo!. You |
72 | DomainKeys", or is "DomainKeys-enabled", without citation to Yahoo!. You |
73 | must create Your own product or service names or trademarks for Your |
73 | must create Your own product or service names or trademarks for Your |
74 | Implementations and You agree not to use the term "DomainKeys" in or as |
74 | Implementations and You agree not to use the term "DomainKeys" in or as |
75 | part of a name or trademark for Your Implementations. |
75 | part of a name or trademark for Your Implementations. |
76 | 76 | ||
77 | 3.4. You may choose to distribute Implementations under this Agreement or a |
77 | 3.4. You may choose to distribute Implementations under this Agreement or a |
78 | different agreement, provided that: |
78 | different agreement, provided that: |
79 | 79 | ||
80 | (a) a copy of this Agreement or the different agreement is included with |
80 | (a) a copy of this Agreement or the different agreement is included with |
81 | each Implementation along with the following prominently displayed |
81 | each Implementation along with the following prominently displayed |
82 | statement: "By making, using, selling, offering for sale, importing, |
82 | statement: "By making, using, selling, offering for sale, importing, |
83 | and/or sublicensing Implementations as permitted, you agree to the terms |
83 | and/or sublicensing Implementations as permitted, you agree to the terms |
84 | and conditions of the Yahoo! DomainKeys Patent License Agreement or |
84 | and conditions of the Yahoo! DomainKeys Patent License Agreement or |
85 | other agreement contained herein."; and |
85 | other agreement contained herein."; and |
86 | 86 | ||
87 | (b) if distributed under a different agreement, such different agreement |
87 | (b) if distributed under a different agreement, such different agreement |
88 | contains terms and conditions that (i) provide no fewer rights, |
88 | contains terms and conditions that (i) provide no fewer rights, |
89 | privileges and immunities to DomainKeys Developers than the terms and |
89 | privileges and immunities to DomainKeys Developers than the terms and |
90 | conditions of this Agreement, including, without limitation, Sections |
90 | conditions of this Agreement, including, without limitation, Sections |
91 | 1.1, 3.1, 3.4, 3.7, 4.1, 4.2, and 4.3. |
91 | 1.1, 3.1, 3.4, 3.7, 4.1, 4.2, and 4.3. |
92 | 92 | ||
93 | 3.5. You acknowledge that implementations of the Specifications may be |
93 | 3.5. You acknowledge that implementations of the Specifications may be |
94 | subject to U.S. export restriction and other applicable national and |
94 | subject to U.S. export restriction and other applicable national and |
95 | international laws. You agree to comply with all export, re-export, or |
95 | international laws. You agree to comply with all export, re-export, or |
96 | import restrictions, laws, or regulations. |
96 | import restrictions, laws, or regulations. |
97 | 97 | ||
98 | 3.6. Yahoo!, and only Yahoo!, may, from time to time and at its sole |
98 | 3.6. Yahoo!, and only Yahoo!, may, from time to time and at its sole |
99 | discretion, update or modify the terms of this Agreement. If Yahoo! makes |
99 | discretion, update or modify the terms of this Agreement. If Yahoo! makes |
100 | any such modifications, You may continue under the terms and conditions of |
100 | any such modifications, You may continue under the terms and conditions of |
101 | this Agreement or agree to the updated or modified terms and conditions. |
101 | this Agreement or agree to the updated or modified terms and conditions. |
102 | For the most recent version of this Agreement please contact Yahoo!. |
102 | For the most recent version of this Agreement please contact Yahoo!. |
103 | 103 | ||
104 | 3.7. This Agreement and the rights hereunder will terminate: |
104 | 3.7. This Agreement and the rights hereunder will terminate: |
105 | 105 | ||
106 | (a) automatically without notice from Yahoo!, if You at any time during |
106 | (a) automatically without notice from Yahoo!, if You at any time during |
107 | the term of this Agreement assert any Implementation IP Claim against |
107 | the term of this Agreement assert any Implementation IP Claim against |
108 | Yahoo!; |
108 | Yahoo!; |
109 | 109 | ||
110 | (b) upon written notice from Yahoo!, if You at any time during the term |
110 | (b) upon written notice from Yahoo!, if You at any time during the term |
111 | of this Agreement assert any Implementation IP Claim against any |
111 | of this Agreement assert any Implementation IP Claim against any |
112 | DomainKeys Developer (other than Yahoo!) or any licensees of any |
112 | DomainKeys Developer (other than Yahoo!) or any licensees of any |
113 | DomainKeys Developer; or |
113 | DomainKeys Developer; or |
114 | 114 | ||
115 | (c) where (a) or (b) do not apply, automatically without notice from |
115 | (c) where (a) or (b) do not apply, automatically without notice from |
116 | Yahoo!, if You fail to comply with any term(s) of this Agreement and |
116 | Yahoo!, if You fail to comply with any term(s) of this Agreement and |
117 | fail to cure such breach within 30 days of You becoming aware of such |
117 | fail to cure such breach within 30 days of You becoming aware of such |
118 | breach. |
118 | breach. |
119 | 119 | ||
120 | 3.8. This Agreement constitutes the entire agreement between the parties |
120 | 3.8. This Agreement constitutes the entire agreement between the parties |
121 | with respect to the subject matter hereof. This Agreement shall be governed |
121 | with respect to the subject matter hereof. This Agreement shall be governed |
122 | by and construed under the laws of the United States and the State of |
122 | by and construed under the laws of the United States and the State of |
123 | California without giving effect to California conflict of law provisions |
123 | California without giving effect to California conflict of law provisions |
124 | or to construction provisions favoring either party. All actions arising |
124 | or to construction provisions favoring either party. All actions arising |
125 | out of or relating to this Agreement that involve Yahoo! as a party will be |
125 | out of or relating to this Agreement that involve Yahoo! as a party will be |
126 | adjudicated exclusively by the Superior Court of the State of California |
126 | adjudicated exclusively by the Superior Court of the State of California |
127 | for the County of Santa Clara or the United States District Court for the |
127 | for the County of Santa Clara or the United States District Court for the |
128 | Northern District of California. |
128 | Northern District of California. |
129 | 129 | ||
130 | 3.9. In the event that any provision of this Agreement is deemed to be |
130 | 3.9. In the event that any provision of this Agreement is deemed to be |
131 | invalid, such invalidity shall not affect the remainder of this Agreement. |
131 | invalid, such invalidity shall not affect the remainder of this Agreement. |
132 | 132 | ||
133 | 4. LEGAL DISCLAIMERS. |
133 | 4. LEGAL DISCLAIMERS. |
134 | 134 | ||
135 | 4.1. THE YAHOO! PATENT CLAIMS, THIS AGREEMENT, THE DOMAINKEYS TRADEMARK, |
135 | 4.1. THE YAHOO! PATENT CLAIMS, THIS AGREEMENT, THE DOMAINKEYS TRADEMARK, |
136 | AND THE SPECIFICATIONS ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT |
136 | AND THE SPECIFICATIONS ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT |
137 | REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR |
137 | REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR |
138 | IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS, WARRANTIES OR |
138 | IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS, WARRANTIES OR |
139 | CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A |
139 | CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A |
140 | PARTICULAR PURPOSE. You are solely responsible for determining the |
140 | PARTICULAR PURPOSE. You are solely responsible for determining the |
141 | appropriateness of exercising any rights under this Agreement and using the |
141 | appropriateness of exercising any rights under this Agreement and using the |
142 | Specifications and the DomainKeys trademark and assume all risks associated |
142 | Specifications and the DomainKeys trademark and assume all risks associated |
143 | in connection therewith, including, but not limited to, the risks and costs |
143 | in connection therewith, including, but not limited to, the risks and costs |
144 | of program errors, compliance with applicable laws, damage to or loss of |
144 | of program errors, compliance with applicable laws, damage to or loss of |
145 | data, programs or equipment, and unavailability or interruption of |
145 | data, programs or equipment, and unavailability or interruption of |
146 | operations. |
146 | operations. |
147 | 147 | ||
148 | 4.2. You expressly acknowledge and agree that no assurances are provided by |
148 | 4.2. You expressly acknowledge and agree that no assurances are provided by |
149 | DomainKeys Developers with respect to the validity of the Yahoo! Patent |
149 | DomainKeys Developers with respect to the validity of the Yahoo! Patent |
150 | Claims or that the Specifications, the DomainKeys trademark or any |
150 | Claims or that the Specifications, the DomainKeys trademark or any |
151 | implementations related to the Specifications or the DomainKeys trademark |
151 | implementations related to the Specifications or the DomainKeys trademark |
152 | do not infringe or misappropriate the patent, trademark or other |
152 | do not infringe or misappropriate the patent, trademark or other |
153 | intellectual property rights of any other entity. DomainKeys Developers |
153 | intellectual property rights of any other entity. DomainKeys Developers |
154 | disclaim any liability to You for claims brought by any other person or |
154 | disclaim any liability to You for claims brought by any other person or |
155 | entity based on infringement or misappropriation of intellectual property |
155 | entity based on infringement or misappropriation of intellectual property |
156 | rights or otherwise. As a condition to exercising the rights and licenses |
156 | rights or otherwise. As a condition to exercising the rights and licenses |
157 | granted hereunder, You hereby assume sole responsibility to secure any |
157 | granted hereunder, You hereby assume sole responsibility to secure any |
158 | other intellectual property rights needed. |
158 | other intellectual property rights needed. |
159 | 159 | ||
160 | 4.3. DOMAINKEYS DEVELOPERS SHALL NOT HAVE ANY LIABILITY FOR ANY DIRECT, |
160 | 4.3. DOMAINKEYS DEVELOPERS SHALL NOT HAVE ANY LIABILITY FOR ANY DIRECT, |
161 | INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES |
161 | INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES |
162 | (INCLUDING WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND ON ANY |
162 | (INCLUDING WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND ON ANY |
163 | THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT |
163 | THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT |
164 | (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE EXERCISE |
164 | (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE EXERCISE |
165 | OF ANY RIGHTS UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF |
165 | OF ANY RIGHTS UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF |
166 | SUCH DAMAGES, AND EVEN IF THE REMEDIES PROVIDED FOR IN THIS AGREEMENT FAIL |
166 | SUCH DAMAGES, AND EVEN IF THE REMEDIES PROVIDED FOR IN THIS AGREEMENT FAIL |
167 | OF THEIR ESSENTIAL PURPOSE. |
167 | OF THEIR ESSENTIAL PURPOSE. |