Blame | Last modification | View Log | RSS feed
Yahoo! DomainKeys Patent License Agreement v1.2Copyright (c) 2006, Yahoo! Inc.All rights reserved.This Yahoo! DomainKeys Patent License Agreement (this "Agreement") isbetween Yahoo! Inc. ("Yahoo!") and you ("Licensee"). By attempting toexercise any rights granted under this Agreement, Licensee agrees to bebound by all the terms and conditions set forth below, and subject to thoseterms and conditions, Licensee may use the intellectual property describedbelow.1. LICENSE GRANT.1.1. Subject to the terms and conditions of this Agreement, Licensor herebygrants You a royalty-free, perpetual, worldwide, sublicensable,non-exclusive license under its rights to the Yahoo! Patent Claims to make,use, sell, offer for sale, and/or import Implementations.2. DEFINITIONS.2.1. "DomainKeys Developer(s)" means Yahoo, Inc. ("Yahoo!"), Licensor,and/or any other individual or entity who distributes Implementations underthis Agreement.2.2. "Implementations" means the specific portions of a hardware orsoftware implementation expressly required to be compliant with theSpecifications for the sole purpose of a sender verification solution inconnection with e-mail.2.3. "Licensor" means Yahoo! or any other individual or entity that electsto use this Agreement to license Yahoo! Patent Claims to any licensee.2.4. "Specifications" means the specification having submission ID"draft-delany-domainkeys-base-01.txt" dated Aug 2004 published through theIETF (Internet Engineering Task Force). The Specifications may be found atthe following link:http://antispam.yahoo.com/domainkeys/draft-delany-domainkeys-base-01.txt2.5. "Yahoo! Patent Claims" shall mean those claims of all Yahoo! foreignand domestic patents and patent applications that base their priority onU.S. Provisional Patent Application Ser. Nos. 60/497,794, filed Aug. 26,2003, or 60/553,300, filed Mar. 15, 2004, or U.S. Patent Application Ser.Nos. 10/671,319, filed Sep. 24, 2003, or 10/805,181, filed Mar. 19, 2004.2.6. "You" or "Your" means an individual, company, or other legal entityexercising any rights under this Agreement. Any individual who accepts theterms and conditions of this Agreement on behalf of a company or otherlegal entity represents and warrants that the individual has the authorityto enter into this Agreement on behalf of the company or other legalentity.3. TERMS.3.1. You agree not to assert against Yahoo!, any other DomainKeys Developeror any of their respective licensees under Section 3.4, a patentinfringement claim based on the manufacture, use, sale, offer for saleand/or importation of any Implementations ("Implementation IP Claim").3.2. To indicate your assent to the terms and conditions of this Agreementand in order to obtain a license to make, use, sell, offer for sale, and/orimport Implementations, You must include, attach or preserve the followingprominently displayed statement in the source code and object code of anysuch Implementations: "This code incorporates intellectual property ownedby Yahoo! and licensed pursuant to the Yahoo! DomainKeys Patent LicenseAgreement.".3.3. You will not use the name of Yahoo! to endorse or promote anyproducts, services, or Implementations without specific prior writtenpermission of Yahoo!. "DomainKeys" is a trademark of Yahoo!. However, Youmay state Your Implementations are "DomainKeys compliant", "supportsDomainKeys", or is "DomainKeys-enabled", without citation to Yahoo!. Youmust create Your own product or service names or trademarks for YourImplementations and You agree not to use the term "DomainKeys" in or aspart of a name or trademark for Your Implementations.3.4. You may choose to distribute Implementations under this Agreement or adifferent agreement, provided that:(a) a copy of this Agreement or the different agreement is included witheach Implementation along with the following prominently displayedstatement: "By making, using, selling, offering for sale, importing,and/or sublicensing Implementations as permitted, you agree to the termsand conditions of the Yahoo! DomainKeys Patent License Agreement orother agreement contained herein."; and(b) if distributed under a different agreement, such different agreementcontains terms and conditions that (i) provide no fewer rights,privileges and immunities to DomainKeys Developers than the terms andconditions of this Agreement, including, without limitation, Sections1.1, 3.1, 3.4, 3.7, 4.1, 4.2, and 4.3.3.5. You acknowledge that implementations of the Specifications may besubject to U.S. export restriction and other applicable national andinternational laws. You agree to comply with all export, re-export, orimport restrictions, laws, or regulations.3.6. Yahoo!, and only Yahoo!, may, from time to time and at its solediscretion, update or modify the terms of this Agreement. If Yahoo! makesany such modifications, You may continue under the terms and conditions ofthis Agreement or agree to the updated or modified terms and conditions.For the most recent version of this Agreement please contact Yahoo!.3.7. This Agreement and the rights hereunder will terminate:(a) automatically without notice from Yahoo!, if You at any time duringthe term of this Agreement assert any Implementation IP Claim againstYahoo!;(b) upon written notice from Yahoo!, if You at any time during the termof this Agreement assert any Implementation IP Claim against anyDomainKeys Developer (other than Yahoo!) or any licensees of anyDomainKeys Developer; or(c) where (a) or (b) do not apply, automatically without notice fromYahoo!, if You fail to comply with any term(s) of this Agreement andfail to cure such breach within 30 days of You becoming aware of suchbreach.3.8. This Agreement constitutes the entire agreement between the partieswith respect to the subject matter hereof. This Agreement shall be governedby and construed under the laws of the United States and the State ofCalifornia without giving effect to California conflict of law provisionsor to construction provisions favoring either party. All actions arisingout of or relating to this Agreement that involve Yahoo! as a party will beadjudicated exclusively by the Superior Court of the State of Californiafor the County of Santa Clara or the United States District Court for theNorthern District of California.3.9. In the event that any provision of this Agreement is deemed to beinvalid, such invalidity shall not affect the remainder of this Agreement.4. LEGAL DISCLAIMERS.4.1. THE YAHOO! PATENT CLAIMS, THIS AGREEMENT, THE DOMAINKEYS TRADEMARK,AND THE SPECIFICATIONS ARE PROVIDED ON AN "AS IS" BASIS, WITHOUTREPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS ORIMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS, WARRANTIES ORCONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR APARTICULAR PURPOSE. You are solely responsible for determining theappropriateness of exercising any rights under this Agreement and using theSpecifications and the DomainKeys trademark and assume all risks associatedin connection therewith, including, but not limited to, the risks and costsof program errors, compliance with applicable laws, damage to or loss ofdata, programs or equipment, and unavailability or interruption ofoperations.4.2. You expressly acknowledge and agree that no assurances are provided byDomainKeys Developers with respect to the validity of the Yahoo! PatentClaims or that the Specifications, the DomainKeys trademark or anyimplementations related to the Specifications or the DomainKeys trademarkdo not infringe or misappropriate the patent, trademark or otherintellectual property rights of any other entity. DomainKeys Developersdisclaim any liability to You for claims brought by any other person orentity based on infringement or misappropriation of intellectual propertyrights or otherwise. As a condition to exercising the rights and licensesgranted hereunder, You hereby assume sole responsibility to secure anyother intellectual property rights needed.4.3. DOMAINKEYS DEVELOPERS SHALL NOT HAVE ANY LIABILITY FOR ANY DIRECT,INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES(INCLUDING WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND ON ANYTHEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT(INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE EXERCISEOF ANY RIGHTS UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OFSUCH DAMAGES, AND EVEN IF THE REMEDIES PROVIDED FOR IN THIS AGREEMENT FAILOF THEIR ESSENTIAL PURPOSE.