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