WebTVTM Viewer Non-Commercial Use License 1.0 LICENSE GRANT 1.1 WebTV Networks, Inc. ("WNI") grants to you ("Licensee") a non-transferable, non-exclusive, royalty-free, limited license to use a copy of the WebTVTM Viewer ("Licensed Software") in the United States, Canada, Japan and the European Union, at the location identified below, for internally previewing web content. Other than the limited rights granted in this License, Licensee acquires no right, title or interest in or to the Licensed Software, and Licensee shall have no right to distribute the Licensed Software. WNI owns all modifications, enhancements and bug fixes made by or for Licensee to the Licensed Software. Licensee shall retain all rights to any software that is independently developed by Licensee without use of the Licensed Software. In the event that Licensee creates improvements, enhancements, or bug fixes to the Licensed Software, Licensee agrees to promptly transfer ownership of these improvements, enhancements, and bug fixes to WNI at no charge. 1.2 WNI grants to Licensee a fully paid up right to copy the Licensed Software for the sole purpose of sharing with other employees of Licensee who reside at the same street address as Licensee and who agree to be bound by the terms of this Agreement. 1.3 This License, including any licenses and rights granted hereunder, the Licensed Software and Derived Binaries may not be sold, leased, assigned, sublicensed or otherwise transferred, in whole or in part, by Licensee. Licensee agrees not to attempt to reverse engineer the Licensed Software. 1.4 WNI is under no obligation to provide maintenance or support for the Licensed Software, or to notify Licensee of upgrades to the Licensed Software. If WNI, in its sole discretion, makes upgrades to the Licensed Software generally available, use of such upgrades by Licensee will be subject to the terms of this License. Licensee agrees to immediately destroy all copies of older versions of the Licensed Software if and when WNI provides upgrades to the Licensed Software to Licensee. 2.0 COPYRIGHTS AND TRADEMARKS 2.1 Licensee shall reproduce and apply any copyright or other proprietary rights notices included on or embedded in Licensed Software to any copies of Licensed Software or Derived Binaries, in whole or in part, in any form. 2.2 Licensee acknowledges that WNI owns all WebTV-related trademarks, logos, icons, look and feel (collectively "WNI Marks") and agrees to: (i) not use WNI Marks in web pages or other marketing materials, except as may be authorized separately in writing by WNI; (ii) follow the WNI Trademark Guidelines (available from WNI upon request); and (iii) assign to WNI any rights acquired by Licensee in any WNI Marks. 3.0 FEES Use of Licensed Software in accordance with the terms of this License shall be at no charge to Licensee. 4.0 TERM AND TERMINATION 4.1 This License shall commence on the date Licensee accepts these terms by downloading the Licensed Software, and terminate immediately upon written notice by WNI. 4.2 Upon termination of this License, use of all Licensed Software by Licensee shall be immediately discontinued, all copies of Licensed Software shall be destroyed by Licensee, and the License granted hereunder shall terminate. WNI reserves the right to disable Licensed Software at any time and without warning. 5.0 DISCLAIMER OF WARRANTY 5.1 Licensed Software is provided "AS IS" and without any warranty of any kind, and Licensee accepts all risks and liabilities associated with its use of Licensed Software. In no event will WNI be responsible for any bugs, problems, or any loss of data, work, or time caused as a result of using the Licensed Software. 5.2 WNI DOES NOT MAKE AND HEREBY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES RELATING TO THE LICENSED SOFTWARE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES THAT MIGHT ARISE FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. 6.0 LIMITATION OF LIABILITY 6.1 In no event will WNI be liable for any lost revenues, data, or profits, or direct, indirect, special, punitive or consequential damages arising from any claim under the terms of this Agreement or from the Licensee’s use of the Licensed Software, even if WNI has been advised of the possibility or probability of such damages. 7.0 CONFIDENTIAL INFORMATION 7.1 Licensee agrees that all Confidential Information shall be governed by and treated in accordance with the terms of the most recent Non-Disclosure Agreement (the "NDA") signed by both parties and incorporated herein by reference. 7.2 WNI may, if requested by WNI’s Licensees, parent company, current or potential investors or auditors, or potential content partners reveal the terms of this Agreement, provided WNI takes reasonable precautions to insure that the disclosed parties keep and maintain the confidentiality of the information disclosed. 8.0 EXPORT Licensee shall not export, re-export or transfer, whether directly or indirectly, Licensed Software or Derived Binaries or direct products thereof, to any person or company who is a legal resident or is controlled by a legal resident of any proscribed country listed in the U.S. Export Administration Regulations (or any equivalent thereof) unless properly authorized by the U.S. Government. 9.0 GOVERNING LAW Any action related to this License will be governed by California law, excluding choice of law rules. |