331 lines
14 KiB
HTML
331 lines
14 KiB
HTML
<HTML>
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<HEAD>
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<BODY BGCOLOR="#FFFFFF" TEXT="#000000" LINK="#0000EE" VLINK="#551A8B" ALINK="#FF0000">
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<TITLE>Universal Localization Program License Agreement</TITLE>
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</HEAD>
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<BODY>
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<H1>
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Universal Localization Program License Agreement</H1>
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<PRE>1. Definitions.
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(a) "Agreement" shall mean this Universal Localization
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Agreement.
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(b) "Netscape Products" shall mean the Netscape
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Navigator 4.x and / or Netscape Communicator Standard
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Edition 4.x on all platforms made generally available
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by Netscape (excluding Linux).
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(c) "Licensee" shall mean the person or entity who may
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avail itself of the rights granted in this Agreement by
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agreeing to the terms and conditions set forth in this
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Agreement.
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(d) "Localized Product" shall mean the version of the
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Netscape Product that Licensee localizes pursuant to
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the provisions set forth in the localization kit and
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Section 3 of this Agreement.
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(e) "EULA" shall mean the end user license agreement
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that is provided with the Netscape Product
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2. License Grant. (a) Netscape grants to Licensee,
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subject to these terms and conditions, a nonexclusive,
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royalty free and nontransferable right to (i) create a
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Localized Product; (ii) reproduce the Localized Product
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in executable code form only on any media and (iii)
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distribute by sublicense such Localized Product copies
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to end users, directly or through
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distributors. Licensee may electronically distribute
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the Localized Product, in exportable version only,
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pursuant to the terms and conditions set forth herein.
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(b) Except as expressly permitted herein or by
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applicable law, Licensee shall not and, shall not
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permit any distributor or other person to,
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re-configure, modify, decompile, reverse engineer,
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disassemble, or otherwise determine or attempt to
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determine source code from the Netscape Product or
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Localized Products or to create any derivative works
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based upon the Netscape Product or Localized Products
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including the Netscape user interface. If Licensee or
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any distributor fails to comply with this Section 2(b),
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the Agreement shall immediately terminate (in addition
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to all other remedies it may have and except for end
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user licenses), and all licenses granted hereunder
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shall be revoked.
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(c) Licensee is not granted any right in this Agreement
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to use any Netscape trademark, even if provided with
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the Netscape Product. A current list of Netscape<70>s
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trademarks may be found at
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http://home.netscape.com/misc/trademarks.html.
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3. Localization Requirements and Guidelines. (a)
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Licensee agrees to use all reasonable efforts to
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complete the localization in accordance with the
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following requirements: (i) the localization process
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shall consist of Licensee translating and localizing
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the Netscape Products, to the extent practical without
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having access to the source code of such products; (ii)
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Licensee may localize the EULA for the convenience of
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the end users, however, the English language version of
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the EULA shall be controlling in the event of any
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inconsistency between the translated end user license
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agreement and EULA; and (iii) Licensee must localize
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the content behind the following links, making
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appropriate URL changes to reflect the Maintenance and
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Technical Support available by Licensee, How to Give
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Feedback and How to Get Support. For notices, updates
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and changes to this Agreement, Licensee shall regularly
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check the URL where this Agreement was viewed and
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agreed to.
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(b) Licensee should use reasonable efforts to complete
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the localization in accordance with the following
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guidelines: (a) In the About Box of the Localized
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Product, Licensee should identify itself as the company
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or individual that localized the Netscape Product(s);
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and (b) the guidelines set forth in the localization
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kit.
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4. Support. Netscape shall not provide any support to
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Licensee for the Netscape Products, Localized Products
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or services called for by this Agreement. Netscape
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shall not provide any support to end users for the
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Netscape Products or Localized Products.
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5. Distribution. (a) Licensee shall and shall cause
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its distributors to comply with all then-current
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applicable laws, regulations and other legal
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requirements in its performance of this Agreement,
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including without limitation, all applicable export
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laws, rules and regulations of any agency of the
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U.S. Government or other applicable agencies. Licensee
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shall ensure the inclusion of appropriate notices
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required by the U.S. Government agencies or other
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applicable agencies.
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(b) Licensee shall use commercially reasonable best
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efforts to ensure that its distributors and
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sub-distributors comply with all of the relevant terms
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contained in this Agreement. The Localized Products
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distributed pursuant to this Agreement must be
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distributed with the EULA.
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(c) This is a nonexclusive relationship, and each party
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agrees that the other may enter into similar
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arrangements with third parties. Licensee shall and
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shall cause its distributors to treat all Localized
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Products at least as favorably as it treats any
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competitive products it distributes.
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(d) Licensee agrees to distribute documentation or
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packaging relating to the Localized Product that shall
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conspicuously state that, notwithstanding anything in
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the EULA to the contrary, (i) Netscape will not supply,
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and end users are not entitled to, any support,
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warranty or documentation associated with the Localized
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Product; and (ii) that Licensee is the Licensor
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referred to in the EULA.
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(e) During the term of this Agreement, Licensee agrees
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that each Localized Product created by Licensee must be
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made publicly available in executable code form, free
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of charge, for electronic delivery via a mechanism
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generally accepted in the software development
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community.
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6. Proprietary Rights. Title to and ownership of all
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copies of the Netscape Products, including all
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copyrights thereto, whether in machine-readable or
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printed form, and including without limitation
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derivative works, compilations, or collective works
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thereof and all related technical know-how and all
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rights therein are and shall remain the exclusive
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property of Netscape or its suppliers. Licensee
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acknowledges that Netscape is the owner of the
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Netscape, Navigator and Communicator trademarks, and
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any trademark applications and/or registrations
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thereto, agrees that it will do nothing inconsistent
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with such ownership. Licensee and distributor shall not
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take any action to jeopardize, limit or interfere in
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any manner with Netscape<70>s ownership rights set
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forth herein. Further, Licensee or its distributors
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shall not remove or alter any copyright or other
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proprietary notices, legends, symbols, or labels
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appearing on the Netscape Products and/or Localized
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Products delivered to Licensee and Licensee shall
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reproduce such notices on all copies of the Localized
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Products made hereunder.
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7. Warranty. THE NETSCAPE PRODUCTS ARE PROVIDED UNDER
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THIS LICENSE ON AN ``AS IS'' BASIS, WITHOUT WARRANTY OF
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ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING,
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WITHOUT LIMITATION, WARRANTIES THAT THE NETSCAPE
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PRODUCTS OR LOCALIZED PRODUCTS ARE FREE OF DEFECTS,
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MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR
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NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND
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PERFORMANCE OF THE NETSCAPE PRODUCTS OR LOCALIZED
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PRODUCTS ARE WITH LICENSEE. SHOULD A NETSCAPE PRODUCT
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OR LOCALIZED PRODUCT PROVE DEFECTIVE IN ANY RESPECT,
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LICENSE (NOT NETSCAPE OR ITS SUPPLIERS) ASSUME THE COST
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OF ANY NECESSARY SERVICING, REPAIR OR CORRECTION. THIS
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DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF
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THIS LICENSE. NO USE OF ANY NETSCAPE PRODUCT OR
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LOCALIZED PRODUCT IS AUTHORIZED HEREUNDER EXCEPT UNDER
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THIS DISCLAIMER.
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Licensee warrants that Licensee<65>s performance
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of the services called for by this Agreement and its
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resulting work product does not and shall not violate
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any applicable law, rule or regulation; any contracts
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with third parties; or any third-party rights in any
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patent, trademark, copyright, trade secret or other
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intellectual property right.
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8. Indemnity. Netscape shall have no obligation or
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liability for, and Licensee shall defend, indemnify and
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hold Netscape harmless from and against any claim
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(including reasonable attorneys' fees and costs)
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arising from Licensee's localization and/or
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distribution of the Localized Products under, and/or
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compliance with the terms and conditions set forth in,
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this Agreement.
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9. Limitation of Liability. (a) TO THE EXTENT ALLOWED
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BY APPLICABLE LAW, IN NO EVENT SHALL NETSCAPE OR ITS
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SUPPLIERS BE LIABLE (UNDER ANY LEGAL THEORY, WHETER
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TORT, CONTRACT OR OTHERWISE) FOR ANY DAMAGES
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WHATSOEVER, INCLUDING WITHOUT LIMITATION, ANY LOSS OF
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PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA,
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INTERRUPTION OF BUSINESS, DAMAGES FOR LOSS OF GOODWILL,
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COMPUTER FAILURE OR MALFUNCTION OR FOR DIRECT,
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INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES
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OF ANY KIND, EVEN IF NETSCAPE HAS BEEN ADVISED OF THE
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POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY
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FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
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(b) IN NO EVENT WILL NETSCAPE OR ITS SUPPLIERS BE
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LIABLE FOR ANY CLAIM AGAINST LICENSEE BY ANY THIRD
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PARTY. (c) IN NO EVENT SHALL NETSCAPE OR ITS SUPPLIERS
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BE LIABLE FOR (I) ANY REPRESENTATION OR WARRANTY MADE
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TO ANY THIRD PARTY BY LICENSEE, ANY DISTRIBUTOR OR
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THEIR RESPECTIVE AGENTS; (II) FAILURE OF THE PRODUCTS
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TO PERFORM; (III) FAILURE OF THE PRODUCTS TO PROVIDE
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SECURITY; OR (IV) THE RESULTS OR INFORMATION OBTAINED
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OR DECISIONS MADE BY END USERS OF THE PRODUCTS OR THE
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DOCUMENTATION. THIS LIMITATION OF LIABILITY IS AN
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ESSENTIAL PART OF THE BARGAIN UNDER THIS AGREEMENT.
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10. Term and Termination. This Agreement shall remain
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in effect until terminated pursuant to the terms and
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conditions set forth in this Agreement.
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Notwithstanding anything in this Agreement to the
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contrary, in the event Microsoft Corporation ceases to
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distribute free of charge products with features
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comparable to the Netscape Products, Netscape reserves
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the right to terminate this Agreement upon 90 days
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notice to Licensee.
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This Agreement shall be terminated: (a) automatically
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in the event Licensee or a distributor of Licensee
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attempts to derive the source code of the Netscape
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Product and/or the Localized Products; or (b) upon 60
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days prior notice by either party. Immediately upon
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termination or expiration hereof, all licenses granted
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hereunder (except for validly granted end user licenses
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for Localized Products) shall terminate, and Licensee
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shall deliver to Netscape or destroy all copies of the
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Localized Products and/or Netscape Products in its
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possession or control, and shall furnish to Netscape an
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affidavit signed by an officer of Licensee certifying
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such delivery or destruction. Termination by either
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party shall not act as a waiver or release of any
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breach hereof or any liability hereunder. Sections
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2(b), 4, 5, 6, 7, 8, 9, 10, 11 and 12 shall survive any
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expiration or termination of this Agreement.
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11. Notice. Any notice required or permitted
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hereunder shall be in English, in writing and shall be
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deemed to be properly given by Netscape upon posting of
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such notice to a URL which corresponds to the URL where
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this Agreement was viewed and agreed to or where the
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details of this program are generally made available by
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Netscape. Notices to Netscape shall be to the
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attention of the Legal Department, Netscape
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Communications Corporation, 501 East Middlefield Road,
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Mountain View, California 94043.
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12. Miscellaneous. (a) Neither party<74>s waiver of a
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breach or delay or omission to exercise any right or
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remedy shall be construed as a waiver of any subsequent
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breach or as a waiver of such right or remedy. (b)
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This Agreement shall be governed by and construed under
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the laws of the State of California, U.S.A., without
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reference to its conflicts of law provisions. (c)
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Unless otherwise agreed in writing, all disputes
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relating to this Agreement (except any dispute relating
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to intellectual property rights) shall be subject to
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final and binding arbitration in Santa Clara County,
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California under the auspices of JAMS/End Dispute, with
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the losing party bearing all costs of such arbitration.
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Notwithstanding the foregoing, Netscape reserves the
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right to invoke the jurisdiction of any competent court
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to remedy or prevent violation of any provision under
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this Agreement relating to Netscape Confidential
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Information. (d) This Agreement will not be governed
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by the United Nations Convention of Contracts for the
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International Sale of Goods. (e) This Agreement creates
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no agency, partnership, joint venture, or employment
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relationship and neither Licensee nor its agents have
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any authority to bind Netscape in any respect
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whatsoever. (f) If the application of any provision
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hereof to any particular facts shall be held to be
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unenforceable by any competent court, then (x) the
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enforceability of such provision as applied to any
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other facts and the validity of other provisions hereof
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shall not be affected and (y) such provision shall be
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reformed without further action by the parties hereto
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only to the extent necessary to make such provision
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valid and enforceable when applied to the particular
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facts. (g) This Agreement constitutes the entire
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agreement between the parties concerning the subject
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matter hereof and supersedes all prior and
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contemporaneous agreements, and communications, whether
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oral or written, between the parties relating to the
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subject matter of this Agreement and all past courses
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of dealing or industry custom. (h) If Licensee has an
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effective agreement with Netscape ("Prior Agreement")
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covering only the distribution of the Localized
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Products set forth herein, then this Agreement shall
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supersede the Prior Agreement. If any Prior Agreement
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covers any Netscape products in addition to the
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Localized Products, for example Netscape server
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products, then this Agreement shall supersede only
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those portions of the Prior Agreement covering the
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Localized Products. (i) This Agreement is written in
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the English language only, which language shall be
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controlling in all respects. (j) Netscape reserves the
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right to amend the terms contained in this Agreement
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provided Licensee is given 30 days notice as set forth
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in Section 11. (k) If any dispute arises under this
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Agreement, the prevailing party shall be reimbursed by
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the other party for any and all legal fees and costs
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associated therewith. ((l) Les parties aux
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présentés confirment leur volonté que cette
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convention de même que tous les documents y compris
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tout avis qui s'y rattaché, soient redigés en
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langue anglaise (translation: The parties confirm that
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this Agreement and all related documentation will be in
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the English language").
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Universal Localization Agreement Rev. 032798</PRE>
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</BODY>
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</HTML>
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