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168 lines
8.5 KiB
168 lines
8.5 KiB
Yahoo! DomainKeys Patent License Agreement v1.2
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Copyright (c) 2006, Yahoo! Inc.
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All rights reserved.
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This Yahoo! DomainKeys Patent License Agreement (this "Agreement") is
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between Yahoo! Inc. ("Yahoo!") and you ("Licensee"). By attempting to
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exercise any rights granted under this Agreement, Licensee agrees to be
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bound by all the terms and conditions set forth below, and subject to those
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terms and conditions, Licensee may use the intellectual property described
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below.
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1. LICENSE GRANT.
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1.1. Subject to the terms and conditions of this Agreement, Licensor hereby
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grants You a royalty-free, perpetual, worldwide, sublicensable,
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non-exclusive license under its rights to the Yahoo! Patent Claims to make,
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use, sell, offer for sale, and/or import Implementations.
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2. DEFINITIONS.
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2.1. "DomainKeys Developer(s)" means Yahoo, Inc. ("Yahoo!"), Licensor,
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and/or any other individual or entity who distributes Implementations under
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this Agreement.
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2.2. "Implementations" means the specific portions of a hardware or
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software implementation expressly required to be compliant with the
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Specifications for the sole purpose of a sender verification solution in
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connection with e-mail.
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2.3. "Licensor" means Yahoo! or any other individual or entity that elects
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to use this Agreement to license Yahoo! Patent Claims to any licensee.
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2.4. "Specifications" means the specification having submission ID
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"draft-delany-domainkeys-base-01.txt" dated Aug 2004 published through the
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IETF (Internet Engineering Task Force). The Specifications may be found at
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the following link:
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http://antispam.yahoo.com/domainkeys/draft-delany-domainkeys-base-01.txt
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2.5. "Yahoo! Patent Claims" shall mean those claims of all Yahoo! foreign
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and domestic patents and patent applications that base their priority on
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U.S. Provisional Patent Application Ser. Nos. 60/497,794, filed Aug. 26,
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2003, or 60/553,300, filed Mar. 15, 2004, or U.S. Patent Application Ser.
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Nos. 10/671,319, filed Sep. 24, 2003, or 10/805,181, filed Mar. 19, 2004.
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2.6. "You" or "Your" means an individual, company, or other legal entity
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exercising any rights under this Agreement. Any individual who accepts the
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terms and conditions of this Agreement on behalf of a company or other
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legal entity represents and warrants that the individual has the authority
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to enter into this Agreement on behalf of the company or other legal
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entity.
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3. TERMS.
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3.1. You agree not to assert against Yahoo!, any other DomainKeys Developer
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or any of their respective licensees under Section 3.4, a patent
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infringement claim based on the manufacture, use, sale, offer for sale
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and/or importation of any Implementations ("Implementation IP Claim").
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3.2. To indicate your assent to the terms and conditions of this Agreement
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and in order to obtain a license to make, use, sell, offer for sale, and/or
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import Implementations, You must include, attach or preserve the following
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prominently displayed statement in the source code and object code of any
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such Implementations: "This code incorporates intellectual property owned
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by Yahoo! and licensed pursuant to the Yahoo! DomainKeys Patent License
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Agreement.".
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3.3. You will not use the name of Yahoo! to endorse or promote any
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products, services, or Implementations without specific prior written
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permission of Yahoo!. "DomainKeys" is a trademark of Yahoo!. However, You
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may state Your Implementations are "DomainKeys compliant", "supports
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DomainKeys", or is "DomainKeys-enabled", without citation to Yahoo!. You
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must create Your own product or service names or trademarks for Your
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Implementations and You agree not to use the term "DomainKeys" in or as
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part of a name or trademark for Your Implementations.
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3.4. You may choose to distribute Implementations under this Agreement or a
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different agreement, provided that:
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(a) a copy of this Agreement or the different agreement is included with
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each Implementation along with the following prominently displayed
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statement: "By making, using, selling, offering for sale, importing,
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and/or sublicensing Implementations as permitted, you agree to the terms
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and conditions of the Yahoo! DomainKeys Patent License Agreement or
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other agreement contained herein."; and
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(b) if distributed under a different agreement, such different agreement
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contains terms and conditions that (i) provide no fewer rights,
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privileges and immunities to DomainKeys Developers than the terms and
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conditions of this Agreement, including, without limitation, Sections
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1.1, 3.1, 3.4, 3.7, 4.1, 4.2, and 4.3.
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3.5. You acknowledge that implementations of the Specifications may be
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subject to U.S. export restriction and other applicable national and
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international laws. You agree to comply with all export, re-export, or
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import restrictions, laws, or regulations.
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3.6. Yahoo!, and only Yahoo!, may, from time to time and at its sole
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discretion, update or modify the terms of this Agreement. If Yahoo! makes
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any such modifications, You may continue under the terms and conditions of
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this Agreement or agree to the updated or modified terms and conditions.
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For the most recent version of this Agreement please contact Yahoo!.
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3.7. This Agreement and the rights hereunder will terminate:
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(a) automatically without notice from Yahoo!, if You at any time during
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the term of this Agreement assert any Implementation IP Claim against
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Yahoo!;
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(b) upon written notice from Yahoo!, if You at any time during the term
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of this Agreement assert any Implementation IP Claim against any
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DomainKeys Developer (other than Yahoo!) or any licensees of any
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DomainKeys Developer; or
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(c) where (a) or (b) do not apply, automatically without notice from
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Yahoo!, if You fail to comply with any term(s) of this Agreement and
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fail to cure such breach within 30 days of You becoming aware of such
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breach.
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3.8. This Agreement constitutes the entire agreement between the parties
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with respect to the subject matter hereof. This Agreement shall be governed
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by and construed under the laws of the United States and the State of
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California without giving effect to California conflict of law provisions
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or to construction provisions favoring either party. All actions arising
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out of or relating to this Agreement that involve Yahoo! as a party will be
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adjudicated exclusively by the Superior Court of the State of California
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for the County of Santa Clara or the United States District Court for the
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Northern District of California.
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3.9. In the event that any provision of this Agreement is deemed to be
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invalid, such invalidity shall not affect the remainder of this Agreement.
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4. LEGAL DISCLAIMERS.
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4.1. THE YAHOO! PATENT CLAIMS, THIS AGREEMENT, THE DOMAINKEYS TRADEMARK,
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AND THE SPECIFICATIONS ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT
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REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR
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IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS, WARRANTIES OR
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CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A
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PARTICULAR PURPOSE. You are solely responsible for determining the
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appropriateness of exercising any rights under this Agreement and using the
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Specifications and the DomainKeys trademark and assume all risks associated
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in connection therewith, including, but not limited to, the risks and costs
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of program errors, compliance with applicable laws, damage to or loss of
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data, programs or equipment, and unavailability or interruption of
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operations.
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4.2. You expressly acknowledge and agree that no assurances are provided by
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DomainKeys Developers with respect to the validity of the Yahoo! Patent
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Claims or that the Specifications, the DomainKeys trademark or any
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implementations related to the Specifications or the DomainKeys trademark
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do not infringe or misappropriate the patent, trademark or other
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intellectual property rights of any other entity. DomainKeys Developers
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disclaim any liability to You for claims brought by any other person or
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entity based on infringement or misappropriation of intellectual property
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rights or otherwise. As a condition to exercising the rights and licenses
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granted hereunder, You hereby assume sole responsibility to secure any
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other intellectual property rights needed.
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4.3. DOMAINKEYS DEVELOPERS SHALL NOT HAVE ANY LIABILITY FOR ANY DIRECT,
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INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES
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(INCLUDING WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND ON ANY
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THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT
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(INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE EXERCISE
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OF ANY RIGHTS UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF
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SUCH DAMAGES, AND EVEN IF THE REMEDIES PROVIDED FOR IN THIS AGREEMENT FAIL
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OF THEIR ESSENTIAL PURPOSE.
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