Universal Localization Program License Agreement
1. Definitions.
(a) "Agreement" shall mean this Universal Localization
Agreement.
(b) "Netscape Products" shall mean the Netscape
Navigator 4.x and / or Netscape Communicator Standard
Edition 4.x on all platforms made generally available
by Netscape (excluding Linux).
(c) "Licensee" shall mean the person or entity who may
avail itself of the rights granted in this Agreement by
agreeing to the terms and conditions set forth in this
Agreement.
(d) "Localized Product" shall mean the version of the
Netscape Product that Licensee localizes pursuant to
the provisions set forth in the localization kit and
Section 3 of this Agreement.
(e) "EULA" shall mean the end user license agreement
that is provided with the Netscape Product
2. License Grant. (a) Netscape grants to Licensee,
subject to these terms and conditions, a nonexclusive,
royalty free and nontransferable right to (i) create a
Localized Product; (ii) reproduce the Localized Product
in executable code form only on any media and (iii)
distribute by sublicense such Localized Product copies
to end users, directly or through
distributors. Licensee may electronically distribute
the Localized Product, in exportable version only,
pursuant to the terms and conditions set forth herein.
(b) Except as expressly permitted herein or by
applicable law, Licensee shall not and, shall not
permit any distributor or other person to,
re-configure, modify, decompile, reverse engineer,
disassemble, or otherwise determine or attempt to
determine source code from the Netscape Product or
Localized Products or to create any derivative works
based upon the Netscape Product or Localized Products
including the Netscape user interface. If Licensee or
any distributor fails to comply with this Section 2(b),
the Agreement shall immediately terminate (in addition
to all other remedies it may have and except for end
user licenses), and all licenses granted hereunder
shall be revoked.
(c) Licensee is not granted any right in this Agreement
to use any Netscape trademark, even if provided with
the Netscape Product. A current list of Netscape's
trademarks may be found at
http://home.netscape.com/misc/trademarks.html.
3. Localization Requirements and Guidelines. (a)
Licensee agrees to use all reasonable efforts to
complete the localization in accordance with the
following requirements: (i) the localization process
shall consist of Licensee translating and localizing
the Netscape Products, to the extent practical without
having access to the source code of such products; (ii)
Licensee may localize the EULA for the convenience of
the end users, however, the English language version of
the EULA shall be controlling in the event of any
inconsistency between the translated end user license
agreement and EULA; and (iii) Licensee must localize
the content behind the following links, making
appropriate URL changes to reflect the Maintenance and
Technical Support available by Licensee, How to Give
Feedback and How to Get Support. For notices, updates
and changes to this Agreement, Licensee shall regularly
check the URL where this Agreement was viewed and
agreed to.
(b) Licensee should use reasonable efforts to complete
the localization in accordance with the following
guidelines: (a) In the About Box of the Localized
Product, Licensee should identify itself as the company
or individual that localized the Netscape Product(s);
and (b) the guidelines set forth in the localization
kit.
4. Support. Netscape shall not provide any support to
Licensee for the Netscape Products, Localized Products
or services called for by this Agreement. Netscape
shall not provide any support to end users for the
Netscape Products or Localized Products.
5. Distribution. (a) Licensee shall and shall cause
its distributors to comply with all then-current
applicable laws, regulations and other legal
requirements in its performance of this Agreement,
including without limitation, all applicable export
laws, rules and regulations of any agency of the
U.S. Government or other applicable agencies. Licensee
shall ensure the inclusion of appropriate notices
required by the U.S. Government agencies or other
applicable agencies.
(b) Licensee shall use commercially reasonable best
efforts to ensure that its distributors and
sub-distributors comply with all of the relevant terms
contained in this Agreement. The Localized Products
distributed pursuant to this Agreement must be
distributed with the EULA.
(c) This is a nonexclusive relationship, and each party
agrees that the other may enter into similar
arrangements with third parties. Licensee shall and
shall cause its distributors to treat all Localized
Products at least as favorably as it treats any
competitive products it distributes.
(d) Licensee agrees to distribute documentation or
packaging relating to the Localized Product that shall
conspicuously state that, notwithstanding anything in
the EULA to the contrary, (i) Netscape will not supply,
and end users are not entitled to, any support,
warranty or documentation associated with the Localized
Product; and (ii) that Licensee is the Licensor
referred to in the EULA.
(e) During the term of this Agreement, Licensee agrees
that each Localized Product created by Licensee must be
made publicly available in executable code form, free
of charge, for electronic delivery via a mechanism
generally accepted in the software development
community.
6. Proprietary Rights. Title to and ownership of all
copies of the Netscape Products, including all
copyrights thereto, whether in machine-readable or
printed form, and including without limitation
derivative works, compilations, or collective works
thereof and all related technical know-how and all
rights therein are and shall remain the exclusive
property of Netscape or its suppliers. Licensee
acknowledges that Netscape is the owner of the
Netscape, Navigator and Communicator trademarks, and
any trademark applications and/or registrations
thereto, agrees that it will do nothing inconsistent
with such ownership. Licensee and distributor shall not
take any action to jeopardize, limit or interfere in
any manner with Netscape's ownership rights set
forth herein. Further, Licensee or its distributors
shall not remove or alter any copyright or other
proprietary notices, legends, symbols, or labels
appearing on the Netscape Products and/or Localized
Products delivered to Licensee and Licensee shall
reproduce such notices on all copies of the Localized
Products made hereunder.
7. Warranty. THE NETSCAPE PRODUCTS ARE PROVIDED UNDER
THIS LICENSE ON AN ``AS IS'' BASIS, WITHOUT WARRANTY OF
ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, WARRANTIES THAT THE NETSCAPE
PRODUCTS OR LOCALIZED PRODUCTS ARE FREE OF DEFECTS,
MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR
NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND
PERFORMANCE OF THE NETSCAPE PRODUCTS OR LOCALIZED
PRODUCTS ARE WITH LICENSEE. SHOULD A NETSCAPE PRODUCT
OR LOCALIZED PRODUCT PROVE DEFECTIVE IN ANY RESPECT,
LICENSE (NOT NETSCAPE OR ITS SUPPLIERS) ASSUME THE COST
OF ANY NECESSARY SERVICING, REPAIR OR CORRECTION. THIS
DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF
THIS LICENSE. NO USE OF ANY NETSCAPE PRODUCT OR
LOCALIZED PRODUCT IS AUTHORIZED HEREUNDER EXCEPT UNDER
THIS DISCLAIMER.
Licensee warrants that Licensee's performance
of the services called for by this Agreement and its
resulting work product does not and shall not violate
any applicable law, rule or regulation; any contracts
with third parties; or any third-party rights in any
patent, trademark, copyright, trade secret or other
intellectual property right.
8. Indemnity. Netscape shall have no obligation or
liability for, and Licensee shall defend, indemnify and
hold Netscape harmless from and against any claim
(including reasonable attorneys' fees and costs)
arising from Licensee's localization and/or
distribution of the Localized Products under, and/or
compliance with the terms and conditions set forth in,
this Agreement.
9. Limitation of Liability. (a) TO THE EXTENT ALLOWED
BY APPLICABLE LAW, IN NO EVENT SHALL NETSCAPE OR ITS
SUPPLIERS BE LIABLE (UNDER ANY LEGAL THEORY, WHETER
TORT, CONTRACT OR OTHERWISE) FOR ANY DAMAGES
WHATSOEVER, INCLUDING WITHOUT LIMITATION, ANY LOSS OF
PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA,
INTERRUPTION OF BUSINESS, DAMAGES FOR LOSS OF GOODWILL,
COMPUTER FAILURE OR MALFUNCTION OR FOR DIRECT,
INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES
OF ANY KIND, EVEN IF NETSCAPE HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
(b) IN NO EVENT WILL NETSCAPE OR ITS SUPPLIERS BE
LIABLE FOR ANY CLAIM AGAINST LICENSEE BY ANY THIRD
PARTY. (c) IN NO EVENT SHALL NETSCAPE OR ITS SUPPLIERS
BE LIABLE FOR (I) ANY REPRESENTATION OR WARRANTY MADE
TO ANY THIRD PARTY BY LICENSEE, ANY DISTRIBUTOR OR
THEIR RESPECTIVE AGENTS; (II) FAILURE OF THE PRODUCTS
TO PERFORM; (III) FAILURE OF THE PRODUCTS TO PROVIDE
SECURITY; OR (IV) THE RESULTS OR INFORMATION OBTAINED
OR DECISIONS MADE BY END USERS OF THE PRODUCTS OR THE
DOCUMENTATION. THIS LIMITATION OF LIABILITY IS AN
ESSENTIAL PART OF THE BARGAIN UNDER THIS AGREEMENT.
10. Term and Termination. This Agreement shall remain
in effect until terminated pursuant to the terms and
conditions set forth in this Agreement.
Notwithstanding anything in this Agreement to the
contrary, in the event Microsoft Corporation ceases to
distribute free of charge products with features
comparable to the Netscape Products, Netscape reserves
the right to terminate this Agreement upon 90 days
notice to Licensee.
This Agreement shall be terminated: (a) automatically
in the event Licensee or a distributor of Licensee
attempts to derive the source code of the Netscape
Product and/or the Localized Products; or (b) upon 60
days prior notice by either party. Immediately upon
termination or expiration hereof, all licenses granted
hereunder (except for validly granted end user licenses
for Localized Products) shall terminate, and Licensee
shall deliver to Netscape or destroy all copies of the
Localized Products and/or Netscape Products in its
possession or control, and shall furnish to Netscape an
affidavit signed by an officer of Licensee certifying
such delivery or destruction. Termination by either
party shall not act as a waiver or release of any
breach hereof or any liability hereunder. Sections
2(b), 4, 5, 6, 7, 8, 9, 10, 11 and 12 shall survive any
expiration or termination of this Agreement.
11. Notice. Any notice required or permitted
hereunder shall be in English, in writing and shall be
deemed to be properly given by Netscape upon posting of
such notice to a URL which corresponds to the URL where
this Agreement was viewed and agreed to or where the
details of this program are generally made available by
Netscape. Notices to Netscape shall be to the
attention of the Legal Department, Netscape
Communications Corporation, 501 East Middlefield Road,
Mountain View, California 94043.
12. Miscellaneous. (a) Neither party's waiver of a
breach or delay or omission to exercise any right or
remedy shall be construed as a waiver of any subsequent
breach or as a waiver of such right or remedy. (b)
This Agreement shall be governed by and construed under
the laws of the State of California, U.S.A., without
reference to its conflicts of law provisions. (c)
Unless otherwise agreed in writing, all disputes
relating to this Agreement (except any dispute relating
to intellectual property rights) shall be subject to
final and binding arbitration in Santa Clara County,
California under the auspices of JAMS/End Dispute, with
the losing party bearing all costs of such arbitration.
Notwithstanding the foregoing, Netscape reserves the
right to invoke the jurisdiction of any competent court
to remedy or prevent violation of any provision under
this Agreement relating to Netscape Confidential
Information. (d) This Agreement will not be governed
by the United Nations Convention of Contracts for the
International Sale of Goods. (e) This Agreement creates
no agency, partnership, joint venture, or employment
relationship and neither Licensee nor its agents have
any authority to bind Netscape in any respect
whatsoever. (f) If the application of any provision
hereof to any particular facts shall be held to be
unenforceable by any competent court, then (x) the
enforceability of such provision as applied to any
other facts and the validity of other provisions hereof
shall not be affected and (y) such provision shall be
reformed without further action by the parties hereto
only to the extent necessary to make such provision
valid and enforceable when applied to the particular
facts. (g) This Agreement constitutes the entire
agreement between the parties concerning the subject
matter hereof and supersedes all prior and
contemporaneous agreements, and communications, whether
oral or written, between the parties relating to the
subject matter of this Agreement and all past courses
of dealing or industry custom. (h) If Licensee has an
effective agreement with Netscape ("Prior Agreement")
covering only the distribution of the Localized
Products set forth herein, then this Agreement shall
supersede the Prior Agreement. If any Prior Agreement
covers any Netscape products in addition to the
Localized Products, for example Netscape server
products, then this Agreement shall supersede only
those portions of the Prior Agreement covering the
Localized Products. (i) This Agreement is written in
the English language only, which language shall be
controlling in all respects. (j) Netscape reserves the
right to amend the terms contained in this Agreement
provided Licensee is given 30 days notice as set forth
in Section 11. (k) If any dispute arises under this
Agreement, the prevailing party shall be reimbursed by
the other party for any and all legal fees and costs
associated therewith. ((l) Les parties aux
présentés confirment leur volonté que cette
convention de même que tous les documents y compris
tout avis qui s'y rattaché, soient redigés en
langue anglaise (translation: The parties confirm that
this Agreement and all related documentation will be in
the English language").
Universal Localization Agreement Rev. 032798
Copyright 1998, Netscape Communications Corp., All
Rights Reserved.