Transfer of the source code for the modification will be done through
ftp.
4. EXAMPLES -
a) Permitted uses of the source code under this agreement would be:
This RESTRICTED USE LICENSE AGREEMENT is by and between White Pine Software,
Inc., having offices at 542 Amherst Street, Nashua, NH 03063, (LICENSOR)
and
_________________________________________________________________
____________________________________, having offices at ______________
________________________________________________________________
________________________________________________________________, (LICENSEE)
and defines the terms and conditions under which LICENSEE will receive and
use the copyrighted source code to the software developed at Cornell University
(CU) and known as CU-SeeMeTM, Desktop Release ___ (Macintosh), Desktop Release
___(Windows), or Reflector Release ___, and such additional releases as
CU chooses to make available (the "SOFTWARE").
LICENSOR has been authorized, under the terms of an exclusive license agreement
with Cornell Research Foundation, Inc. (CRF), to sublicense the SOFTWARE
under the terms of this Agreement.
LICENSOR grants to LICENSEE a non-exclusive, non-assignable, royalty free
license to use the SOFTWARE exclusively for the purposes of (i) development
of modifications and enhancements of the SOFTWARE (the "MODIFICATIONS"),
as defined herein below, and (ii) redistribution of the SOFTWARE incorporating
the MODIFICATIONS (the "MODIFIED SOFTWARE"), under the terms of
this Agreement. Use of the SOFTWARE for any other purpose is expressly prohibited.
In the course of this use, LICENSEE may create and distribute internally
no more than five (5) copies of the source code to the SOFTWARE and shall
take all reasonable precautions to protect the source code from release
or disclosure to any person not bound by the terms of this Agreement.
In addition, LICENSOR and LICENSEE (the "Parties) agree to abide by
the following terms and conditions:
1. SOFTWARE: Upon execution of this Agreement, LICENSOR will notify CU of
its existence and forward to CU information below provided by LICENSEE for
the Internet transfer to LICENSEE of the SOFTWARE and such documentation
as CU chooses to provide.
2. TITLE: This Agreement Grants LICENSEE no title or right of ownership
in the SOFTWARE and no property rights in any copyrighted materials delivered
here under. LICENSEE agrees not to remove or destroy any proprietary markings,
copyright notices or other restrictions placed upon or contained within
the SOFTWARE or any related materials.
3. USE: LICENSEE hereby states that the SOFTWARE will be used only for the
following non-commercial purpose(s):
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________,
and that no profit or commercial gain, either direct or indirect, will be
realized from the redistribution of the resulting MODIFIED SOFTWARE.
4. RESTRICTIONS: LICENSEE agrees to abide by the restrictions and notices
included in the notices.h file supplied with the SOFTWARE. LICENSEE further
agrees that, for MODIFIED SOFTWARE which is intended to interact with CU-SeeMeTM,compatibility
and interoperability between the MODIFIED SOFTWARE and the freeware version
of the SOFTWARE, as released by LICENSOR and CU, will be maintained. LICENSEE
further agrees that if the MODIFIED SOFTWARE is not intended to interact
with CU-SeeMeTM, prominent notice of incompatibility with CU-SeeMeTMwill
be made in the software and accompanying documentation.
5. CONFIDENTIALITY: LICENSEE agrees that all source code received under
this Agreement is confidential information. LICENSEE covenants that it will
use the same degree of care to protect this confidential information as
it uses to protect its own like information, and that it will use all reasonable
precautions to protect such confidential information or any part thereof
from any disclosure to, or copying by, third parties.
6. DISCLAIMER of WARRANTY: LICENSOR provides the SOFTWARE on an "AS
IS" basis, and does not warrant its validity or performance. ALL WARRANTIES
INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE ARE HEREBY EXCLUDED.
7. LIMITATION OF LIABILITY, INDEMNIFICATION: Under no circumstances shall
LICENSOR, CU or CRF be liable to LICENSEE or any third party for direct
or indirect damages of any character, including, without limitation, loss
of profits, loss of use, loss of goodwill, computer failure or malfunction,
even if advised of the possibility of such damages. LICENSEE agrees to indemnify
LICENSOR, CU and CRF for any and all liability LICENSOR, CU and CRF may
incur as a result or LICENSEE'S use of the SOFTWARE.
8. LACK OF MAINTENANCE OR SUPPORT SERVICES: LICENSEE understands and agrees
that LICENSOR, CU and CRF are under no obligation to provide maintenance
or support services, notices of latent defects, or correction of defects
for the SOFTWARE.
9. TERM: The term of this Agreement shall be for one year and shall be renewed
from year to year so long as LICENSEE remains in compliance with all terms
and conditions herein.
10. NOTIFICATION:
Notices to LICENSOR shall be sent to:
White Pine Software, Inc.
Attn: CU-SeeMe License Administrator
542 Amherst Street,
Nashua, NH 03063
Notices to CU shall be sent via electronic mail to:
CU-SeeMe-Lic-notices@cornell.edu
Notices to LICENSEE shall be sent via electronic mail to:
___________________________________________________________________
11. TERMINATION: LICENSOR has the right to periodically request LICENSEE
to affirm, via electronic mail, its intention to maintain this Agreement
in full force and effect. Failure of LICENSEE to provide such affirmation
via electronic mail within thirty (30) days of such request shall cause
this Agreement to terminate. LICENSEE may terminate this Agreement at any
time for any reason by giving notice of termination to LICENSOR and CU via
electronic mail. LICENSOR, CU or CRF may terminate this license at any time
for any reason by giving LICENSEE thirty (30) days written notice. Upon
termination, for any reason, LICENSEE agrees to promptly destroy all copies
of the SOFTWARE and immediately cease redistribution of MODIFIED SOFTWARE.
12. REDISTRIBUTION: LICENSEE agrees to redistribute only binary executable
copies of the MODIFIED SOFTWARE to third parties that are not licensed under
a substantially similar agreement with LICENSOR. LICENSEE is hereby authorized
to distribute MODIFIED SOFTWARE source code to and collaborate with third
parties that can demonstrate that they are licensed by LICENSOR under substantially
the terms of this Agreement. LICENSEE agrees to include with all MODIFIED
SOFTWARE a statement identifying the MODIFICATIONS and stating that LICENSEE
is solely responsible for such MODIFICATIONS. LICENSEE further agrees to
freely redistribute binary executable copies of the MODIFIED SOFTWARE via
anonymous FTP on the Internet and to realize no profit or gain, either direct
or indirect, from such redistribution.
13. IDENTIFIER: LICENSEE agrees to include a unique LICENSEE identifier
code, ________________, to be supplied by LICENSOR and which LICENSOR may
periodically update, in all binary copies of the MODIFIED SOFTWARE redistributed
to third parties, or used by LICENSEE on the Internet. LICENSEE further
agrees to cooperate with LICENSOR and CU in identifying and correcting problems
related to the MODIFIED SOFTWARE bearing LICENSEE's unique identifier code.
LICENSEE further agrees to keep intact and preserve the functions of any
code in any CU-SeeMeTMDesktop or Reflector Release which checks the validity
of the LICENSEE identifier code.
14. MODIFICATIONS: Provided that LICENSEE may do so without violating the
rights of any third party, LICENSEE hereby agrees to provide to LICENSOR
and CU, under a non-exclusive, royalty free, worldwide, unrestricted, irrevocable
license, copies of the source code to the MODIFICATIONS incorporated into
the MODIFIED SOFTWARE and all related documentation. In advance of the release
of MODIFIED SOFTWARE to any third party, LICENSEE agrees to notify LICENSOR
and CU, via electronic mail, of the release and provide the information
required for the transfer of the source code and documentation for the MODIFICATIONS
to LICENSOR and CU. In the event that release of source code to MODIFICATIONS
would violate the rights of a third party, LICENSEE agrees to provide LICENSOR
and CU with a description of the MODIFICATIONS and a statement that release
of source code would be in violation of a third party's rights in advance
of the release of the MODIFIED SOFTWARE to any third party.
15. CERTIFICATION: No more than once a year, the LICENSOR may, at any time,
require the LICENSEE to certify in writing that the LICENSEE has materially
performed its obligations pursuant to this Agreement.
16. TRADEMARK: No rights in the "CU-SeeMe" trademark are granted
under this Agreement. LICENSEE may request a trademark license to use the
name "CU-SeeMe" and associated logo in relation to the MODIFIED
SOFTWARE by submitting a written request to:
Robert Schleelein
Technology Licensing Specialist
Cornell Research Foundation
20 Thornwood Drive, Suite 105
Ithaca, NY 14850
17. ADMINISTRATIVE FEE: LICENSEE agrees to pay to LICENSOR an administrative
fee of two hundred dollars ($200), and annual renewal fee of one hundred
dollars ($100), to offset the cost of granting and maintaining this license.
LICENSOR will invoice LICENSEE annually for the renewal fee. At LICENSOR's
sole discretion all or part of the administrative fee may be waived.
18. NEW HAMPSHIRE LAW: This Agreement is deemed to be made under, and shall
be governed by the laws of the State of New Hampshire.
19. EXPORT ASSURANCE: Unless any and all export licenses required by the
United States Government or any agency thereof, LICENSEE will not knowingly
export or re-export, directly or indirectly, any software or technical data
provided under this license to any destination that would constitute a violation
of U.S. export regulations.
UNDERSTOOD AND AGREED TO:
LICENSEE:
By:
_____________________________
Signature
_____________________________
Name
_____________________________
Title
_____________________________
Date
WHITE PINE SOFTWARE INC.:
By:
_____________________________
Signature
_____________________________
Name
_____________________________
Title
_____________________________
Date
LICENSEE CONTACT INFORMATION
Company Name:
_____________________________
Company Address:
_____________________________
_____________________________
_____________________________
_____________________________
Technical Contact:
_____________________________
Name
_____________________________
Phone No.
_____________________________
Email address
_____________________________
IP Address for Receipt of Source Code