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| Yahoo! DomainKeys Patent License Agreement v1.2 |
| |
| Copyright (c) 2006, Yahoo! Inc. |
| All rights reserved. |
| |
| This Yahoo! DomainKeys Patent License Agreement (this "Agreement") is |
| between Yahoo! Inc. ("Yahoo!") and you ("Licensee"). By attempting to |
| exercise any rights granted under this Agreement, Licensee agrees to be |
| bound by all the terms and conditions set forth below, and subject to those |
| terms and conditions, Licensee may use the intellectual property described |
| below. |
| |
| 1. LICENSE GRANT. |
| |
| 1.1. Subject to the terms and conditions of this Agreement, Licensor hereby |
| grants 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 under |
| this Agreement. |
| |
| 2.2. "Implementations" means the specific portions of a hardware or |
| software implementation expressly required to be compliant with the |
| Specifications for the sole purpose of a sender verification solution in |
| connection with e-mail. |
| |
| 2.3. "Licensor" means Yahoo! or any other individual or entity that elects |
| to 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 the |
| IETF (Internet Engineering Task Force). The Specifications may be found at |
| the following link: |
| http://antispam.yahoo.com/domainkeys/draft-delany-domainkeys-base-01.txt |
| |
| 2.5. "Yahoo! Patent Claims" shall mean those claims of all Yahoo! foreign |
| and domestic patents and patent applications that base their priority on |
| U.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 entity |
| exercising any rights under this Agreement. Any individual who accepts the |
| terms and conditions of this Agreement on behalf of a company or other |
| legal entity represents and warrants that the individual has the authority |
| to enter into this Agreement on behalf of the company or other legal |
| entity. |
| |
| 3. TERMS. |
| |
| 3.1. You agree not to assert against Yahoo!, any other DomainKeys Developer |
| or any of their respective licensees under Section 3.4, a patent |
| infringement claim based on the manufacture, use, sale, offer for sale |
| and/or importation of any Implementations ("Implementation IP Claim"). |
| |
| 3.2. To indicate your assent to the terms and conditions of this Agreement |
| and in order to obtain a license to make, use, sell, offer for sale, and/or |
| import Implementations, You must include, attach or preserve the following |
| prominently displayed statement in the source code and object code of any |
| such Implementations: "This code incorporates intellectual property owned |
| by Yahoo! and licensed pursuant to the Yahoo! DomainKeys Patent License |
| Agreement.". |
| |
| 3.3. You will not use the name of Yahoo! to endorse or promote any |
| products, services, or Implementations without specific prior written |
| permission of Yahoo!. "DomainKeys" is a trademark of Yahoo!. However, You |
| may state Your Implementations are "DomainKeys compliant", "supports |
| DomainKeys", or is "DomainKeys-enabled", without citation to Yahoo!. You |
| must create Your own product or service names or trademarks for Your |
| Implementations and You agree not to use the term "DomainKeys" in or as |
| part of a name or trademark for Your Implementations. |
| |
| 3.4. You may choose to distribute Implementations under this Agreement or a |
| different agreement, provided that: |
| |
| (a) a copy of this Agreement or the different agreement is included with |
| each Implementation along with the following prominently displayed |
| statement: "By making, using, selling, offering for sale, importing, |
| and/or sublicensing Implementations as permitted, you agree to the terms |
| and conditions of the Yahoo! DomainKeys Patent License Agreement or |
| other agreement contained herein."; and |
| |
| (b) if distributed under a different agreement, such different agreement |
| contains terms and conditions that (i) provide no fewer rights, |
| privileges and immunities to DomainKeys Developers than the terms and |
| conditions of this Agreement, including, without limitation, Sections |
| 1.1, 3.1, 3.4, 3.7, 4.1, 4.2, and 4.3. |
| |
| 3.5. You acknowledge that implementations of the Specifications may be |
| subject to U.S. export restriction and other applicable national and |
| international laws. You agree to comply with all export, re-export, or |
| import restrictions, laws, or regulations. |
| |
| 3.6. Yahoo!, and only Yahoo!, may, from time to time and at its sole |
| discretion, update or modify the terms of this Agreement. If Yahoo! makes |
| any such modifications, You may continue under the terms and conditions of |
| this 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 during |
| the term of this Agreement assert any Implementation IP Claim against |
| Yahoo!; |
| |
| (b) upon written notice from Yahoo!, if You at any time during the term |
| of this Agreement assert any Implementation IP Claim against any |
| DomainKeys Developer (other than Yahoo!) or any licensees of any |
| DomainKeys Developer; or |
| |
| (c) where (a) or (b) do not apply, automatically without notice from |
| Yahoo!, if You fail to comply with any term(s) of this Agreement and |
| fail to cure such breach within 30 days of You becoming aware of such |
| breach. |
| |
| 3.8. This Agreement constitutes the entire agreement between the parties |
| with respect to the subject matter hereof. This Agreement shall be governed |
| by and construed under the laws of the United States and the State of |
| California without giving effect to California conflict of law provisions |
| or to construction provisions favoring either party. All actions arising |
| out of or relating to this Agreement that involve Yahoo! as a party will be |
| adjudicated exclusively by the Superior Court of the State of California |
| for the County of Santa Clara or the United States District Court for the |
| Northern District of California. |
| |
| 3.9. In the event that any provision of this Agreement is deemed to be |
| invalid, 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, WITHOUT |
| REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR |
| IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS, WARRANTIES OR |
| CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A |
| PARTICULAR PURPOSE. You are solely responsible for determining the |
| appropriateness of exercising any rights under this Agreement and using the |
| Specifications and the DomainKeys trademark and assume all risks associated |
| in connection therewith, including, but not limited to, the risks and costs |
| of program errors, compliance with applicable laws, damage to or loss of |
| data, programs or equipment, and unavailability or interruption of |
| operations. |
| |
| 4.2. You expressly acknowledge and agree that no assurances are provided by |
| DomainKeys Developers with respect to the validity of the Yahoo! Patent |
| Claims or that the Specifications, the DomainKeys trademark or any |
| implementations related to the Specifications or the DomainKeys trademark |
| do not infringe or misappropriate the patent, trademark or other |
| intellectual property rights of any other entity. DomainKeys Developers |
| disclaim any liability to You for claims brought by any other person or |
| entity based on infringement or misappropriation of intellectual property |
| rights or otherwise. As a condition to exercising the rights and licenses |
| granted hereunder, You hereby assume sole responsibility to secure any |
| other 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 ANY |
| THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT |
| (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE EXERCISE |
| OF ANY RIGHTS UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF |
| SUCH DAMAGES, AND EVEN IF THE REMEDIES PROVIDED FOR IN THIS AGREEMENT FAIL |
| OF THEIR ESSENTIAL PURPOSE. |