UserLand
Software, Inc.
Dear Macintosh Developer:
Thanks for your interest
in licensing Frontier Runtime for inclusion with your commercial software or
hardware product. Please read the enclosed license agreement carefully and be
sure that you can comply with all its terms.
Licenses are only
available for commercial Òshrink wrapÓ software and hardware products.
Consultants and contractors or in-house developers installing Frontier Runtime
on networks should contact UserLand Software for our Volume Purchase Agreement.
Shareware authors should direct their users to download the shareware version
of the Frontier Runtime package from one of UserLandÕs on-line services.
Print two copies of the
license agreement, complete Exhibit A, enter todayÕs date in the first
paragraph, sign both copies, enclose a check for $100 plus any applicable sales
tax, and mail it to:
Frontier
Runtime License
UserLand
Software, Inc.
555
Bryant #237
Palo
Alto, CA 94301 USA
On receipt and evaluation
we will either contact you for more information, or execute the agreement and
return one signed copy, along with a Frontier Runtime master disk for inclusion
with your product.
If you have any questions
please contact us at 415-326-7791, 415-326-7793 (fax). Email: userland.mkt@applelink.apple.com;
on CompuServe: 76703,4047.
Thanks again, and we look
forward to working with you!
UserLand Software
Licensee:
Company:
Individual to Contact:
Street Address:
City/State/Zip:
Country:
Telephone Number:
E-Mail Address:
Frontier Runtime Distribution License Agreement
THIS LICENSE AGREEMENT is made and entered into this __ day of _________ 199__ by and between UserLand Software, Inc., a
California corporation with its principal place of business at 400 Seaport
Court, Suite 202, Redwood City, CA 94063 (ÒUserLandÓ), and the Licensee
identified above, for the purpose of granting the Licensee a non-exclusive,
non-transferable license (the ÒLicenseÓ) to use and distribute the Frontier
Runtime software (the ÒSoftwareÓ) solely with LicenseeÕs commercially
distributed application software or hardware products identified in Exhibit A
(the ÒLicenseeÕs ProductsÓ), which do not include any computer programs or
other software products which are directly competitive to the Software or to
the UserLand Frontier product, and have substantial value without the inclusion
of the Software, in accordance with the following terms and conditions:
1. The Software. The Software is the Frontier Runtime software which operates
on the Apple Macintosh family of personal computers using AppleÕs operating
system software version 7.0 and upwardly compatible Macintosh operating system
software (the ÒTarget ComputersÓ).
The Software is designed for the purpose of running scripts that are
written with the UserLand Frontier scripting system from UserLand Software.
Licensee acknowledges that UserLand is the sole owner of all copyrights and all
other rights in and to the Software.
Nothing in this Agreement affects LicenseeÕs copyrights or other rights
in the LicenseeÕs computer programs or other products. Further, nothing in this
Agreement affects LicenseeÕs rights to any scripts written by Licensee to run
with the Software and distributed with LicenseeÕs Products.
2. Grant of License. On the condition and covenant that there is compliance with
each of the terms of Paragraph 3, UserLand hereby grants a worldwide,
non-exclusive, royalty-free license (the ÒLicenseÓ) for the development,
testing, reproduction, marketing and distribution of the Software as part of
LicenseeÕs Products, in accordance with the terms and conditions hereof.
End-users of LicenseeÕs Products are entitled to use the Software with no
further payment, license fee or royalty to UserLand.
3. Scope of License. The License is granted subject to the following terms and
conditions:
(a) Licensee shall not remove or modify any UserLand copyright notices
or other labels contained in the Software or on any UserLand documentation;
(b) Licensee shall reproduce, market and distribute the Software only
with LicenseeÕs Products marketed and supported by Licensee (or an assignee of
Licensee as permitted under Section 16 of this Agreement) identified in Exhibit
A.
(c) The Licensee shall not:
(i) separately distribute the Software without incorporation into
Licensee's Products; (ii) disassemble, reverse-engineer, or attempt to
disassemble or reverse-engineer any part of the Software; (iii) Make
alterations to the Software, including modifications for use on or with
non-compatible hardware or software; or (iv) take any other action which
expands the LicenseeÕs use beyond that expressly authorized by this Agreement.
4. Limitations of License. UserLand expressly reserves all copyrights and all other
rights in the Software. Licensee
acknowledges that the Software is proprietary to UserLand Software and that
UserLand Software retains all right, title, and interest in and to the
Software, including without limitation all copyrights and other proprietary
rights.
5. Term. This
Agreement shall continue for one (1) year from the date here (the ÒEffective
DateÓ) unless earlier terminated in accordance with Paragraph 10 hereof. This Agreement shall automatically
renew, on a year-to-year basis thereafter, unless either party gives the other
written notice of expiration of the License granted under this Agreement or it
has been terminated as provided in Paragraph 10 of this Agreement. The Licensee
must pay an annual renewal fee prior to each anniversary of the Effective Date
of this Agreement. UserLand
Software will send an invoice to Licensee prior to the anniversary date, which
shall be payable upon receipt. If the License is not renewed prior to the
anniversary date, it will be automatically terminated.
6. Payment. Licensee shall make payment of an annual non-refundable
license fee in the amount of ONE HUNDRED DOLLARS ($100.00) upon execution of
this Agreement. In addition,
Licensee shall be responsible for sales taxes, if any, imposed on this
transaction. Payment shall be in U.S. dollars. Delivery of the Software shall
be made by electronic transmission or other means as mutually agreed by the
parties.
7. Support. The
license fee set forth in Paragraph 6 above includes support and maintenance
only to Licensee and only through UserLandÕs electronic on-line services on
CompuServe and/or AppleLink, or other equivalent services. UserLand expressly does not provide
support to subsequent recipients of the Software or for any scripts included
with the Software or for any of LicenseeÕs Products.
8. No Warranties. LICENSEE UNDERSTANDS THAT THE LICENSED SOFTWARE IS NOT
NECESSARILY COMPLETE OR ERROR-FREE; ACCORDINGLY, THE SOFTWARE IS LICENSED ON AN
ÒAS ISÓ BASIS. USERLAND DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES AS
TO THE SOFTWARE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT SHALL USERLAND BE LIABLE FOR LOST PROFITS OR OTHER DIRECT,
INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES. THE SOLE AND EXCLUSIVE REMEDY OF LICENSEE UNDER THIS
AGREEMENT IS A REFUND OF THE AMOUNTS PAID HEREUNDER.
9. Indemnification. The Software is the original creation of UserLand and
UserLand is the sole and exclusive owner of the Software; Licensee represents that the Licensee Product
will be the original creation of Licensee and that Licensee is or will be the
sole and exclusive owner of the Licensee Product. LICENSEE SHALL DEFEND, INDEMNIFY AND HOLD USERLAND HARMLESS
FROM AND AGAINST ANY CLAIMS BY ANY PERSON ARISING FROM OR RELATING TO THE
SOFTWARE DISTRIBUTED BY LICENSEE OR ANY USE THEREOF EXCEPT THAT USERLAND SHALL,
AT LICENSEEÕS REQUEST, DEFEND, INDEMNIFY AND HOLD LICENSEE HARMLESS FROM AND
AGAINST ANY CLAIMS THAT THE SOFTWARE, IN THE FORM DELIVERED BY USERLAND TO
LICENSEE, VIOLATES A U.S. PATENT OR COPYRIGHT, OR STATE TRADE SECRET OR OTHER
PROPRIETARY RIGHT. EACH PARTY
AGREES TO COOPERATE WITH THE OTHER IN CONNECTION WITH ANY CLAIMS FOR WHICH
INDEMNIFICATION IS SOUGHT UNDER THIS AGREEMENT.
10.
Termination. Licensee may terminate this License
upon thirty (30) days written notice to UserLand. Failure by the Licensee to comply with any term or condition
hereof, for a period of thirty (30) days following written notice of such
failure, automatically terminates this License and reserves for UserLand all
rights hereunder and under the Copyright Act, the Lanham Trademark Act, and
other applicable laws.
11. Effect of
Expiration or Termination. Upon expiration or
earlier termination of the License, Licensee shall within thirty days of notice
of such termination or expiration: (i) cease reproducing, marketing or
distributing the Software (except for the inventory in the possession of
Licensee at the time of termination); (ii) confirm, in writing, that it has
complied with the terms of this Paragraph 11. Paragraphs 1, 4, and 7 through 20 hereof shall survive
expiration or termination of the License.
12.
Development Credit; Trademarks. Licensee
shall state in the documentation for LicenseeÕs Products that the LicenseeÕs
Products Òinclude Frontier Runtime software designed and developed by UserLand
Software, Inc. Portions Copyright 1992 by Userland Software, Inc.Ó Licensee may use UserLand trademarks
listed in Exhibit A (the ÒLicensed TrademarksÓ) in connection with the
marketing of the Software, so long as the Licensed Trademarks are used only in
connection with the promotion of the use of the Software by the LicenseeÕs
Products and in accordance with UserLandÕs trademark guidelines as published
from time to time by UserLand and provided, in writing, to Licensee.
13.
Promotional Copies. During the term of this Agreement,
within ten (10) days of release of the LicenseeÕs Products, Licensee shall
provide UserLand, at no cost, with two (2) promotional copies of each of the
LicenseeÕs Products released with the Software subject to the standard terms
and conditions of the license agreement accompanying such Product. In no event will UserLand resell, loan,
sublicense or otherwise transfer any interest in any of the promotional copies.
If Licensee is including the Software with a hardware product of substantial
value, Licensee may elect to provide UserLand with only the software that is
included with the product.
14. No Other
Terms or Conditions. Neither the preprinted terms and
conditions of LicenseeÕs form of purchase order nor those of UserLandÕs form of
acknowledgment or acceptance will apply to any part of this Agreement or the
transaction contemplated by this Agreement, notwithstanding UserLandÕs
acknowledgment or acceptance of such purchase order.
15. No
Employment or Agency. This is a license agreement. The parties are independent of one
another and both agree that no agency, employment, franchise or other
relationship exists between the parties.
Neither party shall have the authority to bind the other with respect to
third parties or in any other manner.
16. No
Assignment; No Sublicensing. Licensee
shall not assign or transfer or attempt to assign or transfer this License
without the prior written permission of UserLand (except to a subsidiary of
Licensee or an entity which acquires all of LicenseeÕs Products which contain
the Software by merger, reorganization or acquisition). If Licensee desires to assign and
transfer all rights in one of its Products which contain the Software to
another entity or third party, then such entity or third party shall execute a
license agreement directly with UserLand in the same form as this Agreement and
pay UserLand the same license fees as were paid by Licensee under this
Agreement. Further, Licensee shall
not grant any sublicenses under this Agreement other than the right of
end-users of the LicenseeÕs Products to use the Software.
17. Governing
Law; Arbitration. THIS AGREEMENT IS GOVERNED BY THE
COPYRIGHT ACT, THE LANHAM TRADEMARK ACT, OTHER APPLICABLE FEDERAL LAW, AND THE
LAWS OF THE STATE OF CALIFORNIA.
Except with respect to any claims for injunctive relief, any dispute
relating to the interpretation or performance of this Agreement shall be
resolved at the request of either party through binding arbitration in San
Francisco, California pursuant to and under the then existing commercial
arbitration rules of the American Arbitration Association (the ÒAAAÓ). The parties agree to expedited
arbitration before a single arbitrator who shall hold the arbitration hearing
within thirty (30) days of the filing of the arbitration demand.
18. AttorneyÕs
Fees. In the event of any litigation between
the parties, the prevailing party will also be entitled to recover reasonable
attorneysÕ fees and expenses incurred in the action.
19. No Waiver. No term or provision hereof or breach thereof shall be
deemed waived unless such waiver shall be in writing and signed by the party
claimed to have waived.
20. Entire
Agreement. This License Agreement, with its Exhibit
A hereto, constitutes the entire agreement between the parties and it
supersedes all negotiations, statements, understandings and agreements with
respect to the subject matter hereto.
All amendments, modifications or additions hereto shall be in writing
and shall be signed by the parties.
Signed By:
UserLand: Licensee:
Name, Title: Name,
Title:
Date: Date:
Frontier Runtime Distribution License Agreement
EXHIBIT A
1. Licensee Product(s)
that will include the Frontier Runtime software. Please include a brief
description of each product:
2. Licensed Trademarks: UserLand, UserLand Frontier, UserTalk, and
Frontier Runtime are trademarks of UserLand Software, Inc.
Signed By:
UserLand: Licensee:
Name,
Title: Name,
Title:
Date: Date: