\nEXECUTED BY THE ALLIANCE MEMBER:<\/p>\n——————————————————— EXECUTED BY ORACLE CORPORATION:<\/p>\n
Authorized Signature: Authorized Signature:
\n ———————————— ————————————
\nName: Name:
\n —————————————————- —————————————————-<\/p>\n
Title: Title:
\n ————————————————— —————————————————<\/p>\n
<\/c><\/s><\/table>\n
Oracle Corporation
\n500 Oracle Parkway
\nRedwood Shores, CA 94065
\n(415) 506-7000
\nOracle is a registered trademark of Oracle Corporation.
\n7-97<\/p>\n
Page: 22<\/p>\n
EXHIBIT C
\n NCI PRICE LIST
\n (to be provided by NCI)<\/p>\n
Page: 23<\/p>\n
EXHIBIT D
\n PROHIBITED CUSTOMER LIST<\/p>\n
AT&T
\n Pacific Century Group
\n Pacific Convergence Corp.
\n AOL
\n Cable and Wireless
\n NTL
\n TCI
\n Time Warner Cable
\n Media One
\n Comcast
\n Cox Cable
\n US West
\n Rogers Cable
\n Direct TV
\n GTE
\n Sprint
\n MCI
\n Bell South
\n Nynex
\n Southwest Bell
\n Ameritech
\n Bell Canada<\/p>\n
Page: 24<\/p>\n
EXHIBIT E
\n JOINT SALES & MARKETING ACTIVITIES<\/p>\n
1. NCI shall provide to Oracle core marketing materials for the NCI Technology
\n in electronic format as soon as such materials are available but no later
\n than when such materials are provided to any other distributor of the NCI
\n Technology. The core marketing materials shall include but not be limited
\n to data sheets, company brochures and demonstration materials. NCI grants
\n to Oracle the right to reproduce, modify and integrate (in whole or in
\n part) these core marketing materials into Oracle marketing materials.
\n Oracle’s use of NCI’s trademarks contained in these core marketing
\n materials shall be subject to NCI’s Signature Guidelines, a copy of which
\n is attached as Exhibit F.<\/p>\n
2. NCI shall appoint an Oracle channel management team who will be responsible
\n for managing the relationship between Oracle and NCI with respect to
\n Oracle’s reselling of the NCI Technology, including appointing a point
\n person to act as the primary point of contact between Oracle and NCI
\n related to this Agreement (the “Oracle Channel Manager”). In addition, the
\n revenue sharing currently specified in the Agreement is predicated upon a
\n joint sales model. As requested by Oracle, NCI shall provide substantial
\n sales assistance as requested by Oracle on all transactions of the NCI
\n Technology. For each sale in which NCI has provided substantial assistance,
\n Oracle shall use reasonable efforts to notify NCI if Oracle executes a
\n Sublicense with the particular customer for the NCI Technology.<\/p>\n
3. NCI shall use reasonable efforts to provide the necessary hardware to allow
\n Oracle to demonstrate the NCI Technology to potential customers at
\n discounted reseller rates.<\/p>\n
4. Oracle shall use reasonable efforts to notify NCI of, and allow NCI to
\n participate in (subject to the Sublicensees consent), any public
\n announcement of Sublicenses of the NCI Technology by Oracle to end users.
\n However, nothing contained herein shall require Oracle to obtain NCI’s
\n prior consent before making such a public announcement.<\/p>\n
5. NCI shall use reasonable efforts to keep Oracle informed of future product
\n plans and roadmaps. Where identified as such, this information shall be
\n considered NCI Confidential Information under section 8.1 of the Agreement
\n and shall not be disclosed to third parties (including Oracle customers)
\n without the prior written consent of NCI. Such consent may be provided by
\n NCI’s Oracle Channel Manager or another NCI representative as designated by
\n NCI.<\/p>\n
6. Unless otherwise specified, each party shall bear its own costs for the
\n marketing and sales activities described above.<\/p>\n
Page: 25<\/p>\n
EXHIBIT F
\n NCI SIGNATURE GUIDELINES<\/p>\n
Page: 26<\/p>\n
EXHIBIT G
\n THIRD PARTY RESTRICTIONS ON
\n EMBEDDED NCI TECHNOLOGY<\/p>\n
THE FOLLOWING THIRD PARTY RESTRICTIONS APPLY TO THE NCI TECHNOLOGY TO THE EXTENT
\nTHAT THEY INCORPORATE ANY OF THE THIRD PARTY SOFTWARE LISTED BELOW. ANY
\nCAPITALIZED TERMS THAT ARE NOT DEFINED HEREIN HAVE THE SAME DEFINITION AS IN THE
\nAGREEMENT.<\/p>\n
1. REGARDING BITSTREAM SOFTWARE – IN THE EVENT THAT THE NCI TECHNOLOGY INCLUDE
\n BITSTREAM SOFTWARE SUBLICENSED FROM NCI, YOU MUST COMPLY WITH THE FOLLOWING
\n RESTRICTIONS AND OBLIGATIONS.<\/p>\n
1.1. LICENSEE MUST REPRODUCE EACH BITSTREAM COPYRIGHT, TRADEMARK AND\/OR
\n PATENT NOTICE, AS APPLICABLE IN ITS ENTIRETY, IN THE SAME LOCATION AS
\n IT APPEARS, IN ELECTRONIC OR PRINTED FORM, ON THE NCI SOFTWARE OR
\n SDK(S) AS DELIVERED TO LICENSEE.<\/p>\n
2. REGARDING RSA SOFTWARE – IN THE EVENT THAT THE NCI TECHNOLOGY INCLUDES RSA
\n SOFTWARE SUBLICENSED FROM NCI, YOU MUST COMPLY WITH THE FOLLOWING
\n RESTRICTIONS AND OBLIGATIONS:<\/p>\n
2.1. LICENSEE SHOULD INCLUDE WITHIN THE SPLASH SCREENS, USER DOCUMENTATION,
\n PRINTED PRODUCT COLLATERAL, PRODUCT PACKAGING AND ADVERTISEMENTS FOR
\n THE NCI TECHNOLOGY, THE RSA “LICENSEE SEAL” FROM THE FORM ATTACHED
\n HERETO AS APPENDIX “A” ALONG WITH A STATEMENT THAT THE NCI TECHNOLOGY
\n CONTAINS THE RSA SOFTWARE. LICENSEE AGREES NOT TO REMOVE OR DESTROY
\n ANY PROPRIETARY, TRADEMARK OR COPYRIGHT MARKINGS OR NOTICES PLACED
\n UPON OR CONTAINED WITHIN THE SOFTWARE OR DOCUMENTATION PROVIDED BY
\n NCI.<\/p>\n
2.2. LICENSEE MUST IN ALL PROPOSALS AND AGREEMENTS WITH THE UNITED STATES
\n GOVERNMENT IDENTIFY AND LICENSE THE NCI TECHNOLOGY, INCLUDING ANY RSA
\n OBJECT CODE, AS FOLLOWS: (I) FOR ACQUISITION BY OR ON BEHALF OF
\n CIVILIAN AGENCIES, AS NECESSARY TO OBTAIN PROTECTION AS “COMMERCIAL
\n COMPUTER SOFTWARE AND RELATED DOCUMENTATION IN ACCORDANCE WITH THE
\n TERMS OF NCI’S OR LICENSEE’S CUSTOMARY LICENSE, AS SPECIFIED IN 48
\n C.F.R. 12.212 OF THE FEDERAL ACQUISITION REGULATIONS AND ITS SUCCESSOR
\n REGULATIONS, OR (II) FOR ACQUISITION BY OR ON BEHALF OF UNITS OF THE
\n DEPARTMENT OF DEFENSE, AS NECESSARY TO OBTAIN PROTECTION AS
\n “COMMERCIAL COMPUTER SOFTWARE” AS DEFINED IN 48 C.F.R. 227.7014(A)(1)
\n OF THE DEPARTMENT OF DEFENSE FEDERAL ACQUISITION REGULATION SUPPLEMENT
\n (DFARS) AND RELATED DOCUMENTATION IN ACCORDANCE WITH THE TERMS OF
\n NCI’S OR LICENSEE’S CUSTOMARY LICENSE, AS SPECIFIED IN 4:8 C.F.R.
\n 227.7202.1 OF DFARS AND ITS SUCCESSOR REGULATIONS.<\/p>\n
2.3 IN THE EVENT THAT LICENSEE INCLUDES AN “ABOUT BOX” OR SIMILAR
\n REFERENCE IN THE NCI TECHNOLOGY, LICENSEE AGREES TO INSERT AND
\n MAINTAIN IN THE “ABOUT BOX” (1) THE RSA “LICENSEE SEAL” INDICATED IN
\n APPENDIX “A”, AND (2) A HYPERTEXT LINK TO RSA’S HOMEPAGE AT AN
\n RSA-DESIGNATED URL (CURRENTLY WWW. RSA.COM), WHICH LOGO AND POINTER
\n SHALL APPEAR ON THE FIRST PAGE OF SUCH “ABOUT BOX” AND IN NO LESS
\n PROMINENT LOCATION AND SIZE THAN ANY OTHER THIRD PARTY LOGO INCLUDED
\n THEREIN.<\/p>\n
2.4. LICENSEE FURTHER AGREES TO INCLUDE IN ANY SECURITY ADVISORY MADE
\n AVAILABLE TO THIRD PARTIES, WHETHER IN PRINTED OR ELECTRONIC FORMAT,
\n THE RSA “LICENSEE SEAL” INDICATED IN EXHIBIT “A” AND A BRIEF
\n DESCRIPTION OF THE RSA SOFTWARE SUBLICENSED HEREUNDER AND ITS RELEVANT
\n APPLICABILITY TO THE SUBJECT MATTER OF THE SECURITY ADVISORY. FOR THE
\n PURPOSES OF THE AGREEMENT, “SECURITY ADVISORY” MEANS ANY TUTORIAL, FAQ
\n OR SIMILAR MANUAL OR INSTRUCTIONAL DOCUMENTATION DESCRIBING DATA
\n SECURITY USED BY OR AVAILABLE IN THE NCI TECHNOLOGY.<\/p>\n
3. REGARDING HEADSPACE SOFTWARE – IN THE EVENT THAT THE NCI TECHNOLOGY INCLUDE
\n HEADSPACE MIDI SOFTWARE OR MUSIC CONTENT SUBLICENSED FROM NCI, YOU MUST
\n COMPLY WITH THE FOLLOWING RESTRICTIONS AND OBLIGATIONS:<\/p>\n
3.1. IN THE EVENT THAT THE NCI TECHNOLOGY INCLUDES AN “ABOUT BOX” OR
\n SIMILAR REFERENCE, LICENSEE MUST INCLUDE REFERENCES TO HEADSPACE, INC.
\n AND THE RMF LOCK), AS WELL AS A LINK TO THE HEADSPACE, INC. WEB SITE,
\n IN THE AREA DESIGNATED BY LICENSEE FOR SUCH “ABOUT BOX”. THE RMF LOGO
\n IS INCLUDED AS APPENDIX “B”, ATTACHED HERETO, AND INCORPORATED HEREIN
\n BY THIS REFERENCE.<\/p>\n
4. REGARDING PROGRESSIVE NETWORKS SOFTWARE – IN THE EVENT THAT THE NCI
\n TECHNOLOGY INCLUDES PROGRESSIVE NETWORKS SOFTWARE SUBLICENSED FROM NCI, YOU
\n MUST COMPLY WITH THE FOLLOWING RESTRICTIONS AND OBLIGATIONS:<\/p>\n
Page: 27<\/p>\n
4.1. LICENSEE MUST USE PROGRESSIVE NETWORKS’ (PN) MARKS IN ACCORDANCE WITH
\n PN’S USAGE POLICIES ATTACHED HERETO AS APPENDIX “C” AND INCORPORATED
\n HEREIN BY THIS REFERENCE. SUCH MARKS MAY BE USED SOLELY IN CONJUNCTION
\n ON WITH LICENSEE’S ADVERTISING, MARKETING AND DISTRIBUTION OF THE NCI
\n TECHNOLOGY INCORPORATING PN’S SOFTWARE.<\/p>\n
4.2. TO THE EXTENT THE NCI TECHNOLOGY INCLUDES AN IMPLEMENTATION OF AN
\n “ABOUT BOX” OR SIMILAR REFERENCE, LICENSEE MUST INCLUDE A REFERENCE TO
\n “PROGRESSIVE NETWORKS” AND “REALNETWORKS” AS FOLLOWS: “THE
\n REALNETWORKS PLAYER IS INCLUDED UNDER LICENSE FROM PROGRESSIVE
\n NETWORKS, INC. COPYRIGHT 1995:1997, PROGRESSIVE NETWORKS, INC.
\n REALNETWORKS AND THE REALNETWORKS LOGO ARE REGISTERED TRADEMARKS OF
\n PROGRESSIVE NETWORKS, INC. ALL RIGHTS RESERVED.”<\/p>\n
4.3. LICENSEE ACKNOWLEDGES THAT USE, DUPLICATION OR DISCLOSURE OF THE PN
\n SOFTWARE BY THE GOVERNMENT IS SUBJECT TO RESTRICTIONS SET FORTH IN
\n SUBPARAGRAPHS (A) THROUGH (D) OF THE COMMERCIAL COMPUTER-RESTRICTED
\n RIGHTS CLAUSE AT FAR 52.227.19 WHEN APPLICABLE, OR IN SUBPARAGRAPH
\n (C)(I)(II) OF THE RIGHTS IN TECHNICAL DATA AND COMPUTER SOFTWARE
\n CLAUSE AT DFARS 252.227-7013, OR IN SIMILAR CLAUSES IN THE NASA FAR
\n SUPPLEMENT. CONTRACTOR\/MANUFACTURER IS PROGRESSIVE NETWORKS, INC.;
\n 1111 THIRD AVENUE; SUITE 500; SEATTLE, WASHINGTON, 98101.<\/p>\n
5.0 REGARDING JAVA SOFTWARE – IN THE EVENT THAT THE NCI TECHNOLOGY INCLUDE JAVA
\n SOFTWARE FROM SUN MICROSYSTEMS, INC. (“SUN”) OR JAVASOFT, YOU MUST COMPLY
\n WITH THE FOLLOWING RESTRICTIONS AND OBLIGATIONS:<\/p>\n
5.1 THE NCI TECHNOLOGY CONTAINING JAVA SOFTWARE THAT YOU DISTRIBUTE SHALL
\n INCLUDE IN THE DOCUMENTATION, OR IN OTHER TERMS AND CONDITIONS OF
\n SALE, NOTICES SUBSTANTIALLY SIMILAR TO THOSE CONTAINED ON AND IN THE
\n NCI SOFTWARE, SDKS AND RELATED DOCUMENTATION. YOU SHALL REQUIRE AN END
\n USER LICENSE AGREEMENT FOR EACH UNIT OF THE PRODUCT PROVIDING ACCESS
\n TO THE NCI TECHNOLOGY SHIPPED, INCLUDING WITHOUT LIMITATION, WARRANTY,
\n LIMITATION OF LIABILITY, RESTRICTED RIGHTS FOR GOVERNMENT, NO TRANSFER
\n OF TITLE, HIGH RISK ACTIVITIES, ETC. IF YOU USE A PACKAGE DESIGN FOR
\n THE NCI TECHNOLOGY, SUCH PACKAGE DESIGN SHALL INCLUDE AN
\n ACKNOWLEDGMENT OF SUN AS THE SOURCE OF THE JAVA SOFTWARE AND SUCH
\n OTHER NOTICES AS SPECIFIED BELOW.<\/p>\n
5.2. JAVA APPLETS IN ANY HYPERTEXT MARKUP LANGUAGE (HTML) OR STANDARD
\n GENERALIZED MARKUP LANGUAGE (SGML)-BASED BROWSER WHICH IS SHIPPED AS
\n PART OF THE NCI TECHNOLOGY SHALL USE THE DOCUMENT TYPE DEFINITION
\n (“DTD”) AS SPECIFIED BY SUN MICROSYSTEMS.<\/p>\n
5.3. THE FOLLOWING DISCLAIMER MUST BE PROVIDED TO EACH USER OF THE NCI
\n TECHNOLOGY: THIS PRODUCT IS NOT FAULT-TOLERANT AND IS NOT DESIGNED,
\n MANUFACTURED OR INTENDED FOR USE OR RESALE AS ON-LINE CONTROL
\n EQUIPMENT IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL SAFE PERFORMANCE,
\n SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR
\n COMMUNICATIONS SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT
\n MACHINES, OR WEAPONS SYSTEMS, IN WHICH THE FAILURE OF THIS PRODUCT
\n COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR
\n ENVIRONMENTAL DAMAGE.<\/p>\n
5.4. THE FOLLOWING NOTICES AND ACKNOWLEDGMENTS MOST BE PROVIDED TO EACH
\n USER OF THE NCI TECHNOLOGY AS DESCRIBED BELOW:<\/p>\n
5.4.1. ON LICENSEE’S WEB SITE THAT DESCRIBES SUCH NCI TECHNOLOGY,
\n LICENSEE MUST INCLUDE THE FOLLOWING: JAVA LOCK), JAVA APPLET
\n INTEROPERABILITY MARK*, AND MESSAGE “POWERED BY JAVA TM FROM
\n SUN MICROSYSTEMS, INC.” WITH A HYPERTEXT LINK TO THE ERROR!
\n BOOKMARK NOT DEFINED,<\/p>\n
5.4.2. IN ANY NCI TECHNOLOGY DOCUMENTATION, SPLASH SCREEN OR OTHER
\n LOCATION WHERE NOTICES, ATTRIBUTION AND PROPRIETARY MARKINGS
\n ARE LISTED, LICENSEE MUST INCLUDE THE FOLLOWING: JAVA LOGO,
\n JAVA APPLET INTEROPERABILITY MARK, THE MESSAGE “POWERED BY
\n JAVA-TM- TECHNOLOGY FROM SUN MICROSYSTEMS, INC.” AND
\n APPLICABLE COPYRIGHT NOTICES ASSOCIATED WITH A HYPERTEXT
\n LINK TO THE ERROR! BOOKMARK NOT DEFINED.. THE SPLASH SCREEN,
\n IF ANY, SHOULD BE A MINIMUM SIZE OF TWELVE (12) SQUARE
\n INCHES.<\/p>\n
5.5. LICENSEE SHALL NOT REMOVE ANY COPYRIGHT NOTICES, TRADEMARK NOTICES OR
\n OTHER PROPRIETARY LEGENDS OF SUN OR ITS SUPPLIERS CONTAINED ON OR IN
\n THE SOFTWARE OR ANY DOCUMENTATION PROVIDED BY NCI. LICENSEE SHALL
\n COMPLY WITH ALL REASONABLE REQUESTS BY SUN TO INCLUDE SUN’S COPYRIGHT
\n AND\/OR OTHER PROPRIETARY RIGHTS NOTICES ON THE NCI TECHNOLOGY,
\n DOCUMENTATION OR RELATED MATERIALS AS SPECIFIED IN THIS SECTION.<\/p>\n
5.6. LICENSEE MUST COMPLY WITH SUN’S STANDARD TRADEMARK AND LOCK) USAGE
\n POLICIES. SPECIFICALLY, SUN’S MARKS MUST ONLY BE USED IN THE TEXT OF
\n ANY MATERIALS (NOT IN HEADLINES OR GRAPHICS) AND IN THE SAME TYPESIZE
\n AND TYPESTYLE AS THE SURROUNDING TEXT; THE MARKS MUST BE USED AS
\n ADJECTIVES, NOT AS NOUNS’ AND SUN’S MARKS MUST BE<\/p>\n
Page: 28<\/p>\n
IDENTIFIED WITH THE APPLICABLE -Registered Trademark- OR -TM-
\n NOTICES AND ATTRIBUTED TO SUN IN AN APPROPRIATE LOCATION IN ANY
\n MATERIALS, AS STATED ABOVE. INFORMATION REGARDING SUN’S WEB LOGO
\n TRADEMARK POLICIES CAN BE FOUND AT.WWW.SUN.COM\/LOGCOS\/TRADEMARK.HTML.<\/p>\n
*The Java Applet Interoperability Mark has not been designed by Sun
\n Microsystems, Inc., but may include such designation as “Java 1,0
\n Applet Compatible.” Sun may change such logo, message and hypertext
\n link on reasonable advance notice.<\/p>\n
Page: 29<\/p>\n
APPENDIX “A” TO EXHIBIT G
\n RSA SEAL AND TRADEMARKS<\/p>\n
RSA Licensee Seal: [Logo]<\/p>\n
You are also permitted to use the following RSA trademarks, as applicable, in
\nads, product packaging, documentation or collateral materials, provided that you
\nuse the correct trademark designator, depicted below, and identify RSA as the
\nowner of the mark.<\/p>\n
RC2-Registered Trademark- Symmetric Block Cipher, RC4-Registered Trademark-
\n Symmetric Stream Cipher
\n RC5-TM- Symmetric Block Cipher
\n BSAFE-TM-, TIPEM-TM-
\n RSA Public Key Cryptosystem-TM
\n MD-TM-, MD2-TM-, MD4-TM-, MD5-TM-<\/p>\n
RSA has reserved the right to update this Appendix “A’ from time to time upon
\nreasonable notice to you.<\/p>\n
Page: 30<\/p>\n
APPENDIX “B” TO EXHIBIT G<\/p>\n
RMF LOGO<\/p>\n
[Logo]<\/p>\n
Page: 31<\/p>\n
APPENDIX “C” TO EXHIBIT G<\/p>\n
PROGRESSIVE NETWORKS TRADEMARK USAGE POLICY<\/p>\n
REALNETWORKS-Registered Trademark- (text form)
\n PN-Registered Trademark- (text form)
\n PROGRESSIVE NETWORKS-Register Mark- (text form)
\n REALMEDIA-Trademark- (textform)
\n REALVIDEO-Trademark- (text form)
\n REALPLAYER-Trademark- (text form)
\n WEBACTIVE-Registered Trademark- (text from)<\/p>\n
1. When using a Progressive Networks’ trademark (“PN Mark”), use the
\nregistered trademark symbol -Registered Trademark- or the -TM- symbol, as
\nindicated in the above example, on the most prominent (or if none is
\nprominent, the first) appearance of a PN Mark. For any PN Mark that is not
\nregistered, the -TM- symbol should be used in place of the registered
\ntrademark symbol -Registered Trademark-. Once marked, it is not normally
\nnecessary to mark subsequent appearances of the trademark in the piece. Every
\nappearance of PN Logos in stylized form should always appear with the
\nappropriate -Registered Trademark- or -TM- symbol, and may be used only under
\nlicense with PN – unauthorized use is strictly prohibited. Shown above are a
\nlist of current PN Marks that reflects the registration status of the PN
\nMarks. This list will be updated from time to time.<\/p>\n
2. When using a PN Mark, never vary the spelling, add or delete hyphens, make
\none word two, or use a possessive or plural form of the PN Mark. PN word marks
\nmust always be used as adjectives followed by a generic term (such as “software”
\nor “system”), and never as nouns or verbs.<\/p>\n
3. Progressive Networks is the owner of all right, title, and interest in the PN
\nMarks and Licensee agrees that it will not challenge the validity of Progressive
\nNetworks’ ownership of the PN Marks. Licensees shall not reproduce or use (or
\nauthorize the reproduction or use of) the PN Marks in any manner other than
\nexpressly authorized by Progressive Networks.<\/p>\n
4. Progressive Networks may from time to time modify the PN Marks. Progressive
\nNetworks will use commercially reasonable efforts to give licensees advance
\nnotice of such modifications.<\/p>\n
5. In order to assure compliance, you will, upon request from Progressive
\nNetworks, provide samples of any marketing and advertising materials that
\ninclude the PN Marks.<\/p>\n
6. In any place where they appear together, the PN Marks and any associated text
\nmust be at least as large as the trademark and text of another vendor.<\/p>\n
IMPORTANT INFORMATION ABOUT USING THE TEXT FORM
\n OF THE WORD REALNETWORKS-Registered Trademark-<\/p>\n
1. When using the word RealNetworks, use the registered trademark symbol
\n-Register Trademark-symbol, as indicated in the above example, on the most
\nprominent (or if none is prominent, the first) appearance of its use on a
\npage. For any PN Mark that is not registered, the -TM- symbol should be used
\nin place of the registered trademark symbol -Registered Trademark-. Once
\nmarked with the -Registered Trademark- symbol, it is not normally necessary
\nto mark subsequent appearances of the trademark in the piece.<\/p>\n
2. When using the word RealNetworks, never vary the spelling, add or delete
\nhyphens, make one word two, or use a possessive or plural form of the word.
\nRealNetworks must always be used as an adjective followed by a generic term
\n(such as “software” or “system”), and never as a noun or verb.<\/p>\n
Page: 32<\/p>\n
EXHIBIT H
\n NCI END USER LICENSE AGREEMENT<\/p>\n
NCI END USER LICENSE AGREEMENT
\n REDISTRIBUTION NOT PERMITTED<\/p>\n
IMPORTANT–READ CAREFULLY. BY CLICKING ON THE “ACCEPT” BUTTON OR OPENING THE
\nPACKAGE, LICENSEE IS CONSENTING TO BE BOUND BY THIS AGREEMENT. IF LICENSEE DOES
\nNOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “DO NOT ACCEPT”
\nBUTTON AND THE INSTALLATION PROCESS WILL NOT CONTINUE, OR, ALTERNATIVELY, RETURN
\nTHE PRODUCT TO THE PLACE OF PURCHASE FOR A FULL REFUND OR CREDIT.<\/p>\n
This agreement (“Agreement”) is between you (“Licensee”) and the party
\nwho provided you the device running this NCI software (“Licensor”) for the
\nlicense to use such software (“Software”) and the related end-user documentation
\n(“Documentation”).<\/p>\n
1. GRANT OF LICENSES GRANT. Subject to the payment of the applicable license
\n fees and all the terms and conditions of this Agreement, Licensor grants to
\n Licensee only a non-exclusive, non-transferable, non-sublicenseable license
\n to use a single object code copy of the Software, only in accordance with
\n the applicable Documentation.<\/p>\n
2. RESTRICTIONS. Licensee shall not (and Licensee shall not allow a third
\n party to): modify, translate, or create derivative works based on the
\n Software; decompile, disassemble, or otherwise reverse engineer the
\n Software (except to the extent applicable laws specifically prohibit such
\n restriction); copy the Software (except for one copy made solely for
\n archival purposes, provided that any such copy must contain all of the
\n original Software’s proprietary notices); rent, lease, grant a security
\n interest in, ,or permit concurrent use of, or otherwise transfer rights to
\n the Software. Licensee shall not remove, alter or destroy any form of the
\n notice, proprietary markings or other labels placed upon or contained
\n within the Software or Documentation.<\/p>\n
3. TITLE\/OWNERSHIP. As between the parties, title, ownership rights, and
\n intellectual property rights in the Software and all copies and portions
\n thereof, whether or not incorporated into other software, shall remain in
\n Network Computer, Inc. (“NCI”) and\/or its suppliers. The Software is
\n protected by the copyright laws and treaties. Title and related rights in
\n the content accessed through the Software is the property of the applicable
\n content owner and may be protected by applicable law. This License does not
\n give Licensee title or any other rights to Software or the content accessed
\n through the Software.<\/p>\n
4. TERMINATION. The Agreement is effective until terminated. This license will
\n terminate automatically if Licensee fails to comply with the limitations
\n described herein. Upon termination’ (a) Licensee shall immediately cease
\n all use of the Software and destroy all copies of the Software and
\n Documentation; and (b) Except for the license granted in Section 1 and
\n except as otherwise expressly provided herein, the terms of this Agreement
\n shall survive termination. Termination is not an exclusive remedy and all
\n other remedies will be available whether or not the license is terminated.<\/p>\n
5. DISCLAIMER OF WARRANTY. SOFTWARE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT
\n WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY EXPRESSED OR IMPLIED
\n WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-
\n INFRINGEMENT. FURTHER, LICENSOR, NCI AND THEIR RESPECTIVE LICENSORS AND
\n SUPPLIERS DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS THAT THE
\n SOFTWARE WILL BE FREE FROM BUGS OR THAT ITS USE WILL BE UNINTERRUPTED OR
\n REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE OR WRITTEN
\n MATERIALS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE
\n LICENSEE UNDERSTANDS THAT NEITHER LICENSOR NOR NCI IS RESPONSIBLE FOR OR
\n HAS LIABILITY FOR HARDWARE, SOFTWARE, OR OTHER ITEMS OR ANY SERVICES
\n PROVIDED BY ANY THIRD PARTY. IN ADDITION, THE SECURITY MECHANISMS
\n IMPLEMENTED BY OR WITHIN SOFTWARE HAVE INHERENT LIMITATIONS, AND LICENSEE
\n MUST DETERMINE THAT THE SOFTWARE SUFFICIENTLY MEETS LICENSEE’S
\n REQUIREMENTS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF
\n THE AGREEMENT. SOME JURISDICTIONS<\/p>\n
Page: 33<\/p>\n
DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT
\n APPLY TO LICENSEE AND LICENSEE MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY
\n JURISDICTION. NCI SHALL HAVE THE RIGHT TO ENFORCE THE OBLIGATIONS
\n HEREUNDER, AND ALL LIMITATIONS AND DISCLAIMERS MADE HEREUNDER SHALL BE ON
\n BEHALF OF NCI AS WELL AS LICENSOR.<\/p>\n
6. EXPORT CONTROLS. None of the Software or any portion thereof, underlying
\n information or technology or Documentation may be exported or reexported or
\n provided to (a) Cuba, Iraq, Libya, Sudan, North Korea, Iran, Syria or any
\n other country to which the U.S. has embargoed goods (or any national or
\n resident thereof); or (b) anyone on the U.S. Treasury Department’s list of
\n Specially Designated Nationals or the U.S. Commerce Department’s Table of
\n Denial Orders. By using the Software, Licensee is agreeing to the foregoing
\n and Licensee is representing and warranting that Licensee is not located
\n in, under the control of, or a national or resident of any such country or
\n on any such list. NotwithStanding the above, Licensee agrees not to export
\n or reexport the Software or Documentation without the appropriate U.S. or
\n foreign government license, if one is required.<\/p>\n
In addition, if the licensed Software is identified as a
\n“not-for-export” product (for example, on the box, media or in the installation
\nprocess), then the following applies: EXCEPT FOR EXPORT TO CANADA FOR USE IN
\nCANADA BY CANADIAN CITIZENS, THE SOFTWARE MAY NOT BE EXPORTED OUTSIDE THE UNITED
\nSTATES OR TO ANY FOREIGN ENTITY OR “FOREIGN PERSON” AS DEFINED BY U.S.
\nGOVERNMENT REGULATIONS, INCLUDING WITHOUT LIMITATION, ANYONE WHO IS NOT A
\nCITIZEN, NATIONAL OR LAWFUL PERMANENT RESIDENT OF THE UNITED STATES. BY USING
\nTHE SOFTWARE, LICENSEE IS AGREEING TO THE FOREGOING AND LICENSEE IS WARRANTING
\nTHAT LICENSEE IS NOT A “FOREIGN PERSON” OR UNDER THE CONTROL OF A FOREIGN
\nPERSON.<\/p>\n
7. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW,
\n UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT (INCLUDING, WITHOUT
\n LIMITATION, NEGLIGENCE OR STRICT LIABILITY), CONTRACT, OR OTHERWISE, SHALL
\n LICENSOR, NCI, OR THEIR RESPECTIVE LICENSORS OR SUPPLIERS BE LIABLE TO
\n LICENSEE OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR
\n CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION,
\n DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE OR INTERRUPTION, LOSS OR
\n INACCURACY OR CORRUPTION OF DATA, COMPUTER FAILURE OR MALFUNCTION, COST OF
\n PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY, OR ANY AND ALL
\n OTHER COMMERCIAL DAMAGES OR LOSSES. IN NO EVENT WILL LICENSOR OR NCI BE
\n LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT LICENSOR RECEIVED FROM
\n LICENSEE FOR THE LICENSE PERTAINING TO THE SOFTWARE, EVEN IF LICENSOR OR
\n NCI SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY
\n CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO
\n LIABILITY FOR DEATH OR PERSONAL INJURY, TO THE EXTENT APPLICABLE LAW
\n PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME JURISDICTIONS DO NOT ALLOW THE
\n EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS
\n LIMITATION AND EXCLUSION MAY NOT APPLY TO LICENSEE.<\/p>\n
8. HIGH RISK ACTIVITIES. The Software is not fault-tolerant and is not
\n designed, manufactured or intended for use or resale as on-line control
\n equipment in hazardous environments .requiring fail-safe performance, such
\n as in the operation of nuclear facilities, aircraft navigation or
\n communication systems, air traffic control, direct life support machines,
\n or weapons systems, in which the failure of the Software could lead
\n directly to death, personal injury, or severe physical or environmental
\n damage (“High Risk Activities”). Licensor and NCI, and their respective
\n licensors and suppliers, specifically disclaim any express or implied
\n warranty of fitness for High Risk Activities.<\/p>\n
9. MISCELLANEOUS. This Agreement represents the complete agreement concerning
\n this license and may amended only by a writing executed by both parties. If
\n any provision of this Agreement is held to be unenforceable, such provision
\n shall be reformed only to the extent necessary to make it enforceable. This
\n Agreement shall be governed by California law, without regard to the
\n conflicts of law provisions thereof. The application the United Nations
\n Convention of Contracts for the International Sale of Goods is expressly
\n excluded.<\/p>\n
Page: 34<\/p>\n
10. U.S. GOVERNMENT END USERS. As defined in FAR section 2.101, the Software
\n and Documentation licensed in this Agreement are “commercial items” and
\n according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be
\n “commercial computer software” and “commercial computer software
\n documentation.” Consistent with DFAR section 227.7202 and FAR section
\n 12.212 (and similar clauses in NASA FAR Supplement and all related
\n successor rules), any use, modification, reproduction, release,
\n performance, display, disclosure, or exploitation of the Software and any
\n accompanying documentation by the US. Government shall be governed solely
\n by the terms of this Agreement and shall be prohibited except to the extent
\n expressly permitted by the terms of this Agreement. Contractor\/manufacturer
\n is Network Computer, Inc.<\/p>\n
Page: 35<\/p>\n
SDK LICENSE AGREEMENTS<\/p>\n
NCI TV NAVIGATOR-TM- CONTENT DEVELOPMENT KIT
\n LICENSE AGREEMENT<\/p>\n
The following terms shall apply to any NCI NAVIGATOR CONTENT DEVELOPMENT KITs
\nlicensed to ISP (referred to as “You”) hereunder.<\/p>\n
REDISTRIBUTION OF THIS CONTENT DEVELOPMENT KIT (“CDK”) OR ANY DOCUMENTATION
\nPROVIDED TO YOU BY NETWORK COMPUTER, INC. (“NCI”) IS STRICTLY PROHIBITED.<\/p>\n
THE MEDIA CONTAINED IN THIS PACKAGE INCLUDE A NUMBER OF SEPARATE PROGRAMS. YOU
\nARE PERMITTED TO USE ONLY THOSE PROGRAMS FOR WHICH YOU HAVE PAID THE APPLICABLE
\nLICENSE FEE TO NCI. FURTHERMORE, YOUR USE OF THIS CDK IS SUBJECT TO ALL THE
\nTERMS AND CONDITIONS SET FORTH BELOW.<\/p>\n
LICENSE.<\/p>\n
This CDK is licensed, not sold, to You for use only under the terms of this
\nAgreement, and NCI and its licensors reserve all rights not expressly granted to
\nYou. You own the media on which this CDK was originally fixed, but NCI and its
\nlicensors retain ownership of all copies of the programs and content comprising
\nthis CDK (collectively the “Programs”), You (the original licensee of this CDK)
\nmay:<\/p>\n
(a) use this CDK on a single computer by one user at a time in accordance with
\nthe accompanying documentation. (b) make one copy of the Programs as provided to
\nYou for purposes of backup; provided that such copy includes a reproduction of
\nany notices appearing in or on such Programs.<\/p>\n
LICENSE RESTRICTIONS.<\/p>\n
(a) Unauthorized copying of this CDK, the Programs or the written materials
\nincluded in this package is expressly forbidden. You may be held legally
\nresponsible for any Copyright infringement which is caused or encouraged by Your
\nfailure to abide by the terms of this agreement.<\/p>\n
(b) You may not market, distribute, or transfer copies of this CDK or the
\nProgram to others or electronically transfer this CDK or the Programs from one
\ncomputer to another over a network.<\/p>\n
(C) You may not: (i) permit other individuals to use this CDK or the Programs;
\n(ii) modify, translate, reverse engineer, decompile, disassemble (except to the
\nextent applicable laws specifically prohibit such restriction), or create
\nderivative works based on this CDK or the Programs; (iii) copy this CDK or the
\nPrograms (except as expressly provided herein); (iv) rent, lease, grant a
\nsecurity interest in, or otherwise transfer rights to this CDK or the Programs;
\nor (v) remove any proprietary notices or labels in or on this CDK or the
\nPrograms.<\/p>\n
(d) You understand that NCI and its licensors may update or revise this CDK
\nand\/or the Programs and in so doing incurs no obligation to furnish such updates
\nto You unless You have purchased current support and maintenance services from
\nNCI as described in the section below titled Technical Support.<\/p>\n
(e) Upon transfer of this CDK, any Program or any copy thereof, the licensed
\ngranted hereunder shall terminate immediately.<\/p>\n
(f) You shall use this CDK solely for Your internal purposes.<\/p>\n
To the extent European Economic Community (“EEC”) law is applicable, the above
\nrestrictions on reverse engineering, decompiling, disassembling or reducing any
\nmachine, readable software or component to human-readable form is limited so
\nthat it prohibits such activity only to the maximum extent such activity may be
\nprohibited without violating the EEC Directive on the legal protection of
\ncomputer programs.<\/p>\n
HARDWARE LOANS.<\/p>\n
In the event that NCI has provided You any hardware (including, without
\nlimitation, the NCI Reference Platform) for use with the CDK, You shall
\nreturn to NCI any such hardware immediately upon the earlier of (i) NCI’s
\nwritten request to You or (ii) the date agreed upon by the parties in any
\nseparate written agreement for the return of such hardware. NCI shall retain
\nall right, title and interest in and to such hardware at all times,
\nincluding, without<\/p>\n
Page: 36<\/p>\n
limitation, the period while such hardware is located at Your facilities.<\/p>\n
DISCLAIMER OF WARRANTY.<\/p>\n
THIS CDK IS PROVIDED ON AN “AS IS” BASIS. NCI AND ITS LICENSORS EXPRESSLY
\nDISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE
\nWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
\nNON-INFRINGEMENT. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS CDK
\nAND ANY RESULTS CREATED USING THIS CDK IS BORNE BY YOU. IN ADDITION, THE
\nSECURITY MECHANISMS IMPLEMENTED BY THIS CDK AND RESULTS GENERATED THROUGH ITS
\nUSE HAVE INHERENT LIMITATIONS, AND YOU MUST DETERMINE THAT THE CDK AND SUCH
\nRESULTS SUFFICIENTLY MEET YOUR SECURITY REQUIREMENTS, THIS DISCLAIMER OF
\nWARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT. SOME JURISDICTIONS DO
\nNOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY
\nAND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION.<\/p>\n
TITLE.<\/p>\n
Title, ownership rights, and intellectual property rights in this CDK and the
\nPrograms shall remain in NCI and\/or its licensors. This CDK is protected by
\nthe copyright laws and treaties.<\/p>\n
CONFIDENTIALITY.<\/p>\n
NCI and its licensors consider this CDK and the Programs to contain valuable
\ntrade secrets of NCI and its licensors, the unauthorized disclosure of which
\ncould cause irreparable harm to NCI and\/or its licensors. You agree to use
\nreasonable efforts not to disclose the Programs to any third parties and not
\nto use the Programs other than for the purposes authorized by this Agreement.
\nThis confidentiality obligation shall continue after any termination of this
\nAgreement.<\/p>\n
TERMINATION.<\/p>\n
This Agreement is effective until terminated. The Sections of this Agreement
\ntitled License Restrictions, Disclaimer of Warranty, Limitation of Liability,
\nTitle, Confidentiality and Miscellaneous shall survive any termination or
\nexpiration of this Agreement. This Agreement will terminate automatically
\nupon Your failure to comply with any of the limitations described herein.
\nUpon any termination or expiration of this Agreement, You must, at NCI’s
\noption, return or destroy the CDK, any documentation provided by NCI and any
\ncopies thereof and shall return to NCI all hardware (including, without
\nlimitation, the NCI Reference Profile), if any, provided by NCI to You for
\nuse with the CDK, if any.<\/p>\n
EXPORT CONTROLS.<\/p>\n
None of this CDK or any underlying information or technology may be
\ndownloaded or otherwise exported or reexported (i) into (or to a national or
\nresident of) Cuba, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria or any
\nother country to which the U.S. has embargoed goods; or (ii) to anyone on the
\nU.S. Treasury Department’s list of Specially Designated Nationals or the U.S.
\nCommerce Department’s Table of Denial Orders. By using this CDK, You are
\nagreeing to the foregoing and You are representing and warranting that You
\nare not located in, under the control of, or a national or resident of any
\nsuch country or on any such list.<\/p>\n
SUPPORT AND MAINTENANCE.<\/p>\n
Upon mutual agreement of the parties and subject to NCI’s standard support
\nand maintenance terms and conditions (including payment of NCI’s then-current
\nsupport and maintenance fees), NCI shall provide to You support and
\nmaintenance for the CDK licensed hereunder.<\/p>\n
LIMITATION OF LIABILITY.<\/p>\n
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR
\nOTHERWISE, SHALL NCI OR ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON
\nFOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
\nCHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK
\nSTOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL
\nDAMAGES OR LOSSES. IN NO EVENT WILL NCI BE LIABLE FOR ANY DAMAGES IN EXCESS
\nOF THE AMOUNT NCI RECEIVED FROM YOU FOR A LICENSE TO THIS CDK, EVEN IF NCI
\nSHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM
\nBY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY
\nFOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH
\nLIMITATION. FURTHERMORE, SOME<\/p>\n
Page: 37<\/p>\n
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
\nCONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
\nTHE WARRANTY DISCLAIMERS AND LIMITATION OF LIABILITY ARE FUNDAMENTAL ELEMENTS OF
\nTHE BASIS OF THE BARGAIN BETWEEN YOU AND NCI.<\/p>\n
HIGH RISK ACTIVITIES.<\/p>\n
The CDK and results created using the CDK are not fault-tolerant and is not
\ndesigned, manufactured or intended for use or resale as 0n-line control
\nequipment in hazardous environments requiring fail, safe performance, such as
\nin the operation of nuclear facilities, aircraft navigation or communication
\nsystems, air traffic control, direct life support machines, or weapons
\nsystems, in which the failure of the CDK and results created using the CDK
\ncould lead directly to death, personal injury, or severe physical or
\nenvironmental damage (“High Risk Activities”), NCI and its licensors
\nspecifically disclaim any express or implied warranty of fitness for High
\nRisk Activities.<\/p>\n
MISCELLANEOUS.<\/p>\n
This Agreement represents the complete agreement concerning this license and
\nmay amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY
\nPURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO
\nTHE TERMS SET FORTH HEREIN, AND NOT THOSE IN YOUR PURCHASE ORDER. If any
\nprovision of this Agreement is held to be unenforceable, such provision shall
\nbe reformed only to the extent necessary to make it enforceable and the
\nremaining provisions of this Agreement will not be affected or impaired in
\nany way. This Agreement shall be governed by California law without regard to
\nthe conflict of laws provisions thereof. The application the United Nations
\nConvention of Contracts for the International Sale of Goods is expressly
\nexcluded. If any legal action or proceeding is brought for the enforcement of
\nthis Agreement, or because of any alleged dispute, breach, default or
\nmisrepresentation in connection with any of the provisions of this Agreement,
\nthe successful or prevailing party shall be entitled to recover reasonable
\nattorneys’ fees and other costs incurred in such action or proceeding, in
\naddition to any other relief to which such party may be entitled.<\/p>\n
U.S. GOVERNMENT RESTRICTED RIGHTS.<\/p>\n
If this CDK is acquired by or on behalf of a unit or agency of the United
\nStates Government, this provision applies, if the Programs are acquired by or
\non behalf of a unit or agency of the United States Government, this provision
\napplies. The Programs: (a) were developed at private expense, are existing
\ncomputer software and no part of them were developed with government funds,
\n(b) are a trade secret Of NCI or its licensors for all purposes of the
\nFreedom of Information act, (c) are “restricted computer software” submitted
\nwith restricted rights in accordance with subparagraphs (a) through (d) of
\nthe Commercial Computer Software, Restricted Rights clause at 52.227-19 and
\nits successors, (d) in all respects are proprietary data belonging solely to
\nNCI or its licensors, (c) are unpublished and all rights are reserved under
\nthe copyright laws of the United States. For units of the Department of
\nDefense (DoD), the programs are licensed only with “Restricted Rights” as
\nthat term is defined in the DoD supplement to the Federal Acquisition
\nRegulation 252.227-7013 (c)(1)(ii), Rights in Technical Data and Computer
\nSoftware and its successors, and use, duplication or disclosure is subject to
\nrestrictions as set forth in subdivision (c)(1)(ii) of the Rights in
\nTechnical Data and Computer Software clause at 252.227-7013 or to NCI’s
\nstandard commercial license, as applicable. Contractor\/manufacturer is
\nNetwork Computer, Inc., 1000 Bridge Parkway, Redwood Shores, CA 94065. If
\nthis CDK or the Programs are acquired under a GSA Schedule, the Government
\nhas agreed to refrain from changing or removing any insignia or lettering
\nfrom this CDK, the Programs and any documentation provided (except for backup
\npurposes).<\/p>\n
Should You have any questions concerning this Agreement, or if You wish to
\ncontact NCI for any reason, please write: Network Computer, Inc., Attention:
\nCustomer Service, 1000 Bridge Parkway, Redwood Shores, CA 94065.<\/p>\n
Page: 38<\/p>\n
NCI TV NAVIGATOR-Trademark- SDK LICENSE AGREEMENT<\/p>\n
The following terms shall apply to any NCI NAVIGATOR SOFTWARE DEVELOPMENT
\nTOOLKITs licensed to ISP (referred to as “Licensee”) hereunder.<\/p>\n
REDISTRIBUTION OF THIS SOFTWARE DEVELOPMENT TOOLKIT (“SDK”) OR ANY
\nDOCUMENTATION PROVIDED TO LICENSEE BY NCI IS STRICTLY PROHIBITED.
\nREDISTRIBUTION OF ANY RESULTS CREATED USING THIS SDK ARE PROHIBITED UNLESS
\nSUCH RIGHT HAS BEEN GRANTED PURSUANT TO A WRITTEN LICENSE AGREEMENT EXECUTED
\nBY NCI AND LICENSEE (THE “RESELLER AGREEMENT”) AND THEN ONLY AS LICENSED
\nTHEREBY.<\/p>\n
THE MEDIA CONTAINED IN THIS PACKAGE INCLUDE A NUMBER OF SEPARATE PROGRAMS,
\nINCLUDING THE TORNADO FOR NCI TV NAVIGATOR, ADD-ON COMPONENTS AND TOOL
\nPROGRAMS FOR USE WITH TORNADO FOR NCI TV NAVIGATOR, AND THE NCI TV NAVIGATOR
\nSYSTEM COMPONENTS. LICENSEE IS PERMITTED TO USE ONLY THOSE PROGRAMS FOR WHICH
\nLICENSEE HAS PAID THE LICENSE FEE AND OBTAINED A PASS KEY FROM NCI ALLOWING
\nLICENSEE ACCESS TO THE PROGRAM. LICENSEE HAS NOT LICENSED A PROGRAM UNTIL
\nLICENSEE HAS PAID THE LICENSE FEE AND OBTAINED THE PASS KEY. FURTHERMORE,
\nLICENSEE’S USE OF THIS SDK IS SUBJECT TO ALL THE TERMS AND CONDITIONS SET
\nFORTH BELOW.<\/p>\n
LICENSE.<\/p>\n
This SDK is licensed, not sold, to Licensee for use only under the terms of
\nthis agreement, and NCI and its licensors reserve all rights not expressly
\ngranted to Licensee. Licensee owns the media on which this SDK was originally
\nfixed, but NCI and its licensors retain ownership of all copies of the
\nprograms comprising this SDK (collectively the “Programs”). Licensee (the
\noriginal licensee of this SDK) may:<\/p>\n
(a) use this SDK on a single computer by one user at a time. Use is limited
\nto development of the Product or Products as defined in the Reseller
\nAgreement which may only be performed at the site set forth herein or, if
\napplicable, only at the location of Licensee’s principal office as set forth
\nin the Reseller Agreement. Furthermore, use is limited to development for a
\nProduct or Products which execute on a single target architecture, as set
\nforth herein or, if applicable, the target architecture set forth in the
\nReseller Agreement. The number of authorized seats may be increased only upon
\napproval of NCI and payment of additional license fees.
\n(b) make one copy of Tornado for NCI TV Navigator or Tornado for NCI TV
\nNavigator Component Program licensed by Licensee or portions thereof except
\nfor the directory “bin”, sub directory “h”, and the files entitled “makefile”
\nin directories “config\/all” and “config\/(target)”. Such copy shall be in
\ntangible object code form only for physical incorporation into a Product or
\nProducts as defined in the Reseller Agreement that Licensee develops using
\nthis SDK, provided that such copy includes a reproduction of any notices
\nappearing in or on the programs included in this SDK. Such copy shall be used
\nfor development processes only and be accessed only as part of the Target
\nApplication and not on a stand alone or independent basis.
\n(c) make one copy of any licensed programs in tangible object code form for
\npurposes of backup; provided that such copy includes a reproduction of any
\nnotices appearing in or on such program.<\/p>\n
LICENSE RESTRICTIONS.<\/p>\n
(a) Unauthorized copying of this SDK, the Programs or the written materials
\nincluded in this package is expressly forbidden. Licensee may be held legally
\nresponsible for any copyright infringement which is caused or encouraged by
\nLicensee’s failure to abide by the terms of this agreement.<\/p>\n
(b) Licensee may not market, distribute, or transfer copies of this SDK or
\nthe Program to others or electronically transfer this SDK or the Programs
\nfrom one computer to another over a network.<\/p>\n
(c) Licensee may not: (i) permit other individuals to use this SDK or the
\nPrograms; (ii) modify, translate, reverse engineer, decompile, disassemble
\n(except to the extent applicable laws specifically prohibit such
\nrestriction), or create derivative works based on this SDK or the Programs;
\n(iii) copy this SDK or the Programs (except as expressly provided herein);
\n(iv) rent, lease, grant a security interest in, or otherwise transfer rights
\nto this SDK or the Programs; or (v) remove any proprietary notices or labels
\nin or on this SDK or the Programs.<\/p>\n
(d) Licensee understands that NCI and its licensors may update or revise this
\nSDK and\/or the Programs and in so doing incurs no obligation to furnish such
\nupdates to Licensee unless Licensee has purchased current support and
\nmaintenance services from NCI as described in the section below titled
\nTechnical Support.<\/p>\n
(e) Use of this SDK and the Programs is subject to proper AND complete
\ninstallation of the NCI TV Navigator System Components pursuant to the
\ninstructions and procedures provided to Licensee by NCI.<\/p>\n
(f) Upon transfer of this SDK, any Program or any copy thereof, the licensed
\ngranted hereunder shall terminate immediately.<\/p>\n
Page: 39<\/p>\n
(g) Unless otherwise agreed by the parties in writing, any and all
\ndevelopment by Licensee of device drivers must be performed at NCI’s premises.<\/p>\n
To the extent European Economic Community (“EEC”) law is applicable, the
\nabove restrictions on reverse engineering, decompiling, disassembling or
\nreducing any machine-readable software or component to human-readable form is
\nlimited so that it prohibits such activity only to the maximum extent such
\nactivity may be prohibited without violating the EEC Directive on the legal
\nprotection of computer programs.<\/p>\n
HARDWARE LOANS.<\/p>\n
In the event that NCI has provided Licensee any hardware (including, without
\nlimitation, the NCI Reference Platform) for use with the SDK, Licensee shall
\nreturn to NCI any such hardware immediately upon the earlier of (i) NCI’s
\nwritten request to Licensee or (ii) the date agreed upon by the parties in
\nany separate written agreement for the return of such hardware. NCI shall
\nretain all right, title and interest in and to such hardware at all times,
\nincluding, without limitation, the period while such hardware is located at
\nLicensee’s facilities.<\/p>\n
DISCLAIMER OF WARRANTY.<\/p>\n
THIS SDK IS PROVIDED ON AN “AS IS” BASIS. NCI AND ITS LICENSORS EXPRESSLY
\nDISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION,
\nTHE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
\nNON-INFRINGEMENT. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS
\nSDK AND ANY RESULTS CREATED USING THIS SDK IS BORNE BY LICENSEE. IN ADDITION,
\nTHE SECURITY MECHANISMS IMPLEMENTED BY THIS SDK AND RESULTS GENERATED THROUGH
\nITS USE HAVE INHERENT LIMITATIONS, AND LICENSEE MUST DETERMINE THAT THE SDK
\nAND SUCH RESULTS SUFFICIENTLY MEET LICENSEE’S SECURITY REQUIREMENTS. THIS
\nDISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT. SOME
\nJURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS
\nDISCLAIMER MAY NOT APPLY AND LICENSEE MAY HAVE OTHER LEGAL RIGHTS THAT VARY
\nBY JURISDICTION.<\/p>\n
TITLE.<\/p>\n
Title, ownership rights, and intellectual property rights in this SDK and the
\nPrograms shall remain in NCI and\/or its licensors. This SDK is protected by
\nthe copyright laws and treaties.<\/p>\n
CONFIDENTIALITY.<\/p>\n
NCI and its licensors consider this SDK and the Programs to contain valuable
\ntrade secrets of NCI and its licensors, the unauthorized disclosure of which
\ncould cause irreparable harm to NCI and\/or its licensors. Licensee agrees to
\nuse reasonable efforts not to disclose the Programs to any third parties and
\nnot to use the Programs other than for the purposes authorized by this
\nAgreement. This confidentiality obligation shall continue after any
\ntermination of this Agreement.<\/p>\n
TERMINATION.<\/p>\n
This Agreement is effective until terminated, The Sections of this Agreement
\ntitled License Restrictions, Disclaimer of Warranty, Limitation of Liability,
\nTitle, Confidentiality and Miscellaneous shall survive any termination or
\nexpiration of this Agreement. This Agreement will terminate automatically
\nupon Licensee’s failure to comply with any of the limitations described
\nherein or in the Reseller Agreement by and between NCI and Licensee.<\/p>\n
Licensee hereby acknowledges that unless and until Licensee enters into a
\nReseller Agreement, Licensee shall use the SDK solely for its internal
\nevaluation purposes.<\/p>\n
On any termination or expiration of this Agreement, Licensee must, at NCI’s
\noption, return or destroy the SDK, any documentation provided by NCI and any
\ncopies thereof and shall return to NCI all hardware (including, without
\nlimitation, the NCI Reference Profile), if any, provided by NCI to Licensee
\nfor use with the SDK.<\/p>\n
EXPORT CONTROLS.<\/p>\n
None of this SDK or any underlying information or technology may be
\ndownloaded or otherwise exported or reexported (i) into (or to a national or
\nresident of) Cuba, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria or any
\nother country to which the U.S. has embargoed goods; or (ii) to anyone on the
\nU.S. Treasury Department’s list of Specially Designated Nationals or the U.S.
\nCommerce Department’s Table of Denial Orders. By using this SDK, Licensee is<\/p>\n
Page: 40<\/p>\n
agreeing to the foregoing and Licensee is representing and warranting that
\nLicensee is not located in, under the control of, or a national or resident
\nof any such country or on any such list.<\/p>\n
SUPPORT AND MAINTENANCE.<\/p>\n
Upon mutual agreement of the parties and subject to NCI’s standard support
\nand maintenance terms and conditions (including payment of NCI’s then-current
\nsupport and maintenance fees), NCI shall provide to Licensee support and
\nmaintenance for the SDK licensed hereunder.<\/p>\n
LIMITATION OF LIABILITY.<\/p>\n
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR
\nOTHERWISE, SHALL NCI OR ITS LICENSORS BE LIABLE TO LICENSEE OR ANY OTHER
\nPERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
\nCHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK
\nSTOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL
\nDAMAGES OR LOSSES. IN NO EVENT WILL NCI BE LIABLE FOR ANY DAMAGES IN EXCESS
\nOF THE AMOUNT NCI RECEIVED FROM LICENSEE FOR A LICENSE TO THIS SDK, EVEN IF
\nNCI SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY
\nCLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO
\nLIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS
\nSUCH LIMITATION. FURTHERMORE, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION
\nOR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND
\nEXCLUSION MAY NOT APPLY TO LICENSEE. THE WARRANTY DISCLAIMERS AND LIMITATION
\nOF LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN
\nLICENSEE AND NCI.<\/p>\n
HIGH RISK ACTIVITIES.<\/p>\n
The SDK and results created using the SDK are not fault-tolerant and is not
\ndesigned, manufactured or intended for use or resale as on-line control
\nequipment in hazardous environments requiring fail-safe performance, such as
\nin the operation of nuclear facilities, aircraft navigation or communication
\nsystems, air traffic control, direct life support machines, or weapons
\nsystems, in which the failure of the SDK and results created using the SDK
\ncould lead directly to death, personal injury, or severe physical or
\nenvironmental damage (“High Risk Activities”). NCI and its licensors
\nspecifically disclaim any express or implied warranty of fitness for High
\nRisk Activities.<\/p>\n
MISCELLANEOUS.<\/p>\n
This Agreement represents the complete agreement concerning this license and
\nmay amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY
\nPURCHASE ORDER PLACED BY LICENSEE IS EXPRESSLY MADE CONDITIONAL ON LICENSEE’S
\nASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE IN LICENSEE’S PURCHASE
\nORDER. If any provision of this Agreement is held to be unenforceable, such
\nprovision shall be reformed only to the extent necessary to make it
\nenforceable and the remaining provisions of this Agreement will not be
\naffected or impaired in any way, This Agreement shall be governed by
\nCalifornia law without regard to the conflict of laws provisions thereof. The
\napplication the United Nations Convention of Contracts for the International
\nSale of Goods is expressly excluded. If any legal action or proceeding is
\nbrought for the enforcement of this Agreement, or because of any alleged
\ndispute, breach, default or misrepresentation in connection with any of the
\nprovisions of this Agreement, the successful or prevailing party shall be
\nentitled to recover reasonable attorneys’ fees and other costs incurred in
\nsuch action or proceeding, in addition to any other relief to which such
\nparty may be entitled.<\/p>\n
U.S. GOVERNMENT RESTRICTED RIGHTS.<\/p>\n
If this SDK is acquired by or on behalf of a unit or agency of the United
\nStates Government, this provision applies. If the Programs are acquired by or
\non behalf of a unit or agency of the United States Government, this provision
\napplies. The Programs: (a) were developed at private expense, are existing
\ncomputer software and no part of them were developed with government funds,
\n(b) are a trade secret of NCI or its licensors for all purposes of the
\nFreedom of Information act, (c) are “restricted computer software” submitted
\nwith restricted rights in accordance with subparagraphs (a) through (d) of
\nthe Commercial Computer Software-Restricted Rights clause at 52.227-i9 and
\nits successors, (d) in all respects are proprietary data belonging solely to
\nNCI or its licensors, and (e)are unpublished and all rights are reserved
\nunder the copyright laws of the United States. For units of the Department of
\nDefense (DoD), the programs are licensed only with “Restricted Rights” as
\nthat term is defined in the DoD supplement to the Federal Acquisition
\nRegulation 252,227-7013 (c)(1)(ii), Rights in Technical Data and Computer
\nSoftware and its successors, and use, duplication or disclosure is subject to
\nrestrictions as set forth in subdivision (c)(1)(ii) of the Rights in
\nTechnical Data and Computer Software clause at 252.227-7013 or to NCI’s
\nstandard commercial license,<\/p>\n
Page: 41<\/p>\n
as applicable, Contractor\/manufacturer is Network Computer, Inc., 1000 Bridge
\nParkway, Redwood Shores, CA 04065. If the Programs are acquired under a GSA
\nSchedule, the Government has agreed to refrain from changing or removing any
\ninsignia or lettering from the Programs or the documentation as provided or
\nfrom producing copies of manuals or media {except for backup purposes).<\/p>\n
Page: 42<\/p>\n
EXHIBIT I
\n ISP ADDENDUM<\/p>\n
Page: 43<\/p>\n
INTERNET SERVICE PROVIDER AGREEMENT<\/p>\n
This ISP Agreement (“Agreement”) is between Network Computer, Inc., a
\nDelaware corporation, with its principal place of business at 1000 Bridge
\nParkway, Redwood Shores, California 94065 (“NCI”) and ________________ a
\n___________corporation, with its principal place of business at 1000 Bridge
\nParkway, ________________ (“ISP”). The parties agree as follows:<\/p>\n
1. DEFINITIONS<\/p>\n
1.1 “DERIVATIVE WORK(S)” shall mean a revision, modification, translation,
\n abridgment, condensation, or expansion of NCI Products (as defined
\n below) or any form in which NCI Products may be recast, transferred, or
\n adapted, which, if prepared without the consent of NCI, would be a
\n copyright infringement; (ii) any adaptation, subset, addition,
\n improvement or combination of the NCI Products, which, if prepared
\n without the consent of NCI, would be a patent infringement; and (iii)
\n any new material, information or data derived from the NCI Products,
\n including new material which may be protectable by copyright, patent or
\n other proprietary rights, which, if prepared without the consent of
\n NCI, would be trade secret misappropriation or infringement.<\/p>\n
1.2 “INTERNET SERVICES” shall mean the Internet applications and services
\n offered by or through ISP to Subscribers (as defined below), which
\n applications and services utilize the NCI Server Software and which
\n applications and\/or services are described on Exhibit A.<\/p>\n
1.3 “NC CARD” shall mean a card which may be distributed to Subscribers
\n through which Subscribers are authorized to access the Internet
\n Services. ISP shall control the look of the NC Cards provided to ISP
\n provided that such look shall be subject to the review and approval of
\n NCI consistent with the then-current NCI NC Card (Elements and Usages
\n guidelines (which approval shall not be unreasonably withheld). ISP
\n acknowledges that, once activated for a Subscriber, NC Cards may not be
\n reused and\/or reactivated for another Subscriber.<\/p>\n
1.4 “NCI APPROVED NETWORK COMPUTER DEVICE” shall mean a network computer
\n device distributed under a Network Computer Manufacturer’s and\/or ISP’s
\n label which is approved by NCI as conforming to the applicable NCI
\n set-top box design standards and contains a validly licensed copy of
\n the software identified as NCI Client Software on Exhibit A hereto.<\/p>\n
1.5 “NCI CLIENT SOFTWARE” shall mean the NCI TV NavigatorTM software.<\/p>\n
1.6 “NETWORK COMPUTER MANUFACTURERS” shall mean third parties authorized in
\n advance by NCI who manufacture and distribute NCI Approved Network
\n Computer Devices.<\/p>\n
1.7 “NCI LOGOS” shall mean for any particular country, the trademarks and
\n logos set forth on EXHIBIT A hereto and any other trademarks, service
\n marks, logos or trade names adopted by NCI and supplied to ISP from
\n time to time under this Agreement.<\/p>\n
1.8 “NCI SOFTWARE” shall mean, collectively, the NCI server software (the
\n “NCI Server Software”) described on Exhibit A attached hereto, as may
\n be amended by the parties from time to time; the user guides and
\n manuals for use of the software provided to ISP hereunder (“Software
\n Documentation”); and Updates provided to ISP hereunder. Unless
\n expressly provided herein, references to the NCI Server Software shall
\n not include the SDKs or Betas (as defined below).<\/p>\n
1.9 “PROGRAM ERRORS” shall mean one or more reproducible deviations in the
\n NCI Server Software, NCI Client Software Updates or SDKs from the
\n applicable functional specifications set forth in the Software
\n Documentation or SDK Documentation, as applicable.<\/p>\n
1.10 “SDKS” shall mean, collectively, NCI Custom Connect Server software
\n development kit, the NCI TV Navigator software development kit, the NCI
\n TV Content development kit; the user guides and manuals for use of the
\n SDKs provided to ISP hereunder (“SDK Documentation”); and Updates
\n provided to ISP hereunder. Unless expressly provided herein, references
\n to the SDKs shall not include the Betas (as defined below).<\/p>\n
1.11 “SUBSCRIBER” shall mean each end user customer of ISP that validly
\n acquires a Subscription to access the NCI Server Software using the NCI
\n Client Software through the NC Card and\/or through an NCI Approved
\n Network Computer Device solely as part of the Internet Services. ISP
\n shall only grant Subscriptions to Subscribers located in the Territory.<\/p>\n
1.12 “SUBSCRIPTION” shall mean a nonexclusive, cancelable right granted by
\n or through ISP to a Subscriber to access the NCI Server Software using
\n the NCI Client Software through the NC Card and\/or through an NCI
\n Approved Network Computer Device solely as part of the Internet
\n Services. All Subscriptions are non-transferable and are not permitted
\n to be transferred from one Subscriber to another Subscriber.<\/p>\n
1.13 “TERRITORY” shall mean _________________________.<\/p>\n
1.14 “UPDATE” shall mean minor updates of the NCI Server Software, NCI
\n Client Software, and\/or SDKs which are made generally commercially
\n available by NCI to its customers for no additional fee.<\/p>\n
2. LICENSE GRANT<\/p>\n
2.1 LICENSES GRANTED TO ISP<\/p>\n
A. SDK LICENSES<\/p>\n
Subject to the terms and conditions of this Agreement and in
\n consideration of the fees specified in Section _______NCI hereby grants
\n to ISP a license to use _____ (___) NCI Custom Connect Server SDK
\n developer seats, ______ (___) NCI TV Navigator SDK developer seats, and
\n the NCI TV Content Development Kit for the following purposes in
\n accordance with the terms and conditions set forth herein and in the
\n applicable SDK license agreements (current versions of which are
\n attached as Exhibit C hereto, and incorporated herein by reference)
\n making HTML or JavaScript code modifications, such as making
\n ISP-specific user interface look and feel modifications and creating
\n code in order to integrate ISP’s software or other applications with
\n the NCI Software and the NCI Client Software Updates. To the extent
\n that there are any conflicts between the principal terms of this
\n Agreement and the SDK license agreements, the terms of this Agreement
\n will prevail.<\/p>\n
B. DEPLOYMENT LICENSES<\/p>\n
Subject to the terms and conditions of this Agreement and in
\n consideration of the fees specified in Section _________, NCI hereby
\n grants to ISP a nonexclusive, nonassignable license in the Territory
\n to (a) reproduce, install, and use the resulting server and client
\n created by ISP using the NCI Custom Connect Server SDK, NCI TV
\n Navigator SDK, the NCI TV Content Development Kit, (b) to grant
\n Subscriptions to access the NCI Server Software to Subscribers in
\n the Territory optionally through Smart Cards and as otherwise
\n limited herein and (c) to reproduce, and distribute NCI Client
\n Software Updates to Subscribers.<\/p>\n
ISP shall be responsible for copying and deploying the NCI Server
\n Software and the NCI Client Software Updates as part of the Internet
\n Services.<\/p>\n
C. SUBSCRIPTION AGREEMENTS<\/p>\n
ISP shall grant Subscriptions to Subscribers in the Territory with
\n respect to the NCI Software solely through written and enforceable
\n agreements between ISP and each Subscriber (e.g., written shrinkwrap
\n or electronic wrapper agreements) as provided in this Section
\n (“Subscription Agreements”). Upon NCI’s request, ISP shall provide
\n NCI with copies of ISP’s standard Subscription Agreement. Every
\n Subscription Agreement shall include, at a minimum, contractual
\n provisions which:<\/p>\n
1. Prohibit title to the NCI Software from passing to the
\n Subscriber or any other party;<\/p>\n
2. Disclaim, to the extent permitted by applicable law, NCI’s
\n liability for any damages, whether direct, indirect, incidental or
\n consequential, arising from the use of the NCI Software;<\/p>\n
3. Prohibit the reverse engineering, disassembly or decompilation
\n of the NCI Software by either the Subscriber or any other party; and<\/p>\n
4. Require the Subscriber, at the termination of the relevant
\n agreement, to discontinue use of the NCI Software and either destroy
\n the NCI Software or return the NCI Software to ISP.<\/p>\n
5. Contain the following disclaimer: This service\/product is not
\n fault-tolerant and is not designed, manufactured or intended for use
\n or resale as on-line control equipment in hazardous environments
\n requiring fail-safe performance, such as in the operation of nuclear
\n facilities, aircraft navigation or communications systems, air
\n traffic control, direct life support machines, or weapons systems,
\n in which the failure of this product could lead directly to death,
\n personal injury, or severe physical or environmental damage.<\/p>\n
ISP shall not grant access to the NCI Server Software through any
\n process other than Subscription as described herein. D. ENFORCEMENT ISP
\n shall use best efforts to protect NCI’s proprietary rights and to
\n enforce each Subscription Agreement. ISP shall notify NCI, in writing
\n of any breach of a material obligation under Subscription Agreement
\n affecting the NCI Software, NCI Client Software Updates or the Software
\n Documentation. ISP will reasonably cooperate with NCI in any legal
\n action to prevent or stop unauthorized use, reproduction or
\n distribution of the NCI Software, SDKs, or the NCI Client Software
\n Updates,<\/p>\n
2.2 BETA LICENSE<\/p>\n
NCI may, at its discretion deliver ISP experimental versions of the NCI
\n Software or SDKs in the form of beta or pre-release versions (“Betas”)
\n subject to the following terms:<\/p>\n
(i) Subject to all restrictions set forth in this Agreement,
\n NCI grants to ISP a limited, non-exclusive and non-transferable license
\n to use the Betas solely at address set forth above and only for the
\n purpose of evaluating and testing such Betas. Except as expressly set
\n forth herein, the license granted to ISP in this Section 2.2 <\/p>\n
(“Beta License”) shall not be for any other purpose, and any other
\n use by ISP shall constitute a material breach of this Agreement.<\/p>\n
(ii) ISP will supply NCI with an evaluation report every
\n month, with the first evaluation report due one (1) month after NCI
\n delivers the applicable Beta (collectively, the “Evaluation Reports”).
\n The Evaluation Reports shall set forth in reasonable detail the tests
\n performed, the results of those tests, problems or deficiencies
\n encountered in the testing process, suggested solutions to the problems
\n and recommended action for modification of the Betas based on ISP’s
\n test results. The Evaluation Reports shall be delivered via electronic
\n mail to the following email address: beta@nci.com or as otherwise
\n agreed to by the parties.<\/p>\n
(iii) ISP shall cease using and destroy all copies of any
\n Betas provided hereunder upon the earlier of (a) NCI’s delivery of the
\n production version of such software; (b) NCI’s written notice to ISP;
\n and (c) termination of this Agreement.<\/p>\n
(iv) Betas are considered confidential information of NCI.<\/p>\n
2.3 LIMITATIONS ON USE<\/p>\n
A. ISP shall not use or duplicate the NCI Software, the SDKs or the
\n Betas for any purpose other than as specified in this Agreement or make
\n the NCI Software, the SDKs or the Betas available to unauthorized third
\n parties. ISP shall not cause or permit the reverse engineering,
\n disassembly, or decompilation of the NCI Software. ISP may copy the NCI
\n Server Software, the SDKs and the Betas solely for archival or backup
\n purposes.<\/p>\n
3. TERMINATION<\/p>\n
3.1 EFFECT OF TERMINATION<\/p>\n
A. Upon expiration of this Agreement or termination by ISP of this
\n Agreement in accordance with Section ____ regarding termination for
\n breach, (i) all ISP’s rights to market and grant Subscriptions to new
\n Subscribers for the NCI Software shall cease, and (ii) provided ISP
\n continues to pay to NCI the Technical Support Fees as set’ forth in the
\n Agreement, all licenses granted herein to ISP shall continue solely for
\n the purposes of providing the Internet Services to Post Termination
\n Subscribers for the duration of the term of such Post Termination
\n Subscribers’ Subscription Agreement. A “Post Termination Subscribe(‘
\n shall mean a Subscriber who, as of the effective date of such
\n expiration or termination of this Agreement, has executed, and is not
\n in breach of, a valid non-renewable Subscription Agreement. Thereafter,
\n upon the termination of any Subscription Agreement, ISP shall require
\n the applicable Subscriber to cease using the NCI Software and the NCI
\n Client Software Updates. After all of the Subscription Agreements have
\n terminated, all licenses granted herein shall terminate and ISP shall
\n cease using the NCI Software, the NCI Client Software Updates, the
\n SDKs, and the Betas and shall either destroy or return to NCI, at NCI’s
\n option, all copies in all forms of the NCI Software, the SDKs, and the
\n Betas.<\/p>\n
B. Upon termination by NCI of this Agreement, in accordance with
\n Section regarding termination for breach all licenses granted herein
\n shall terminate and ISP’s rights to fulfill, market and grant
\n Subscriptions for the NCI Software (as set forth in this Agreement)
\n and to reproduce and distribute the NCI Client Software Updates
\n shall cease, and ISP shall cease using the NCI Software, the NCI
\n Client Software Updates, the SDKs, and the Betas and shall require
\n all Subscribers to cease using the NCI Software and the NCI Client
\n Software Updates. ISP shall either destroy or return to NCI, at
\n NCI’s option, all copies in all forms of the NCI Software, the NCI
\n Client Software Updates, the SDKs, and the Betas.<\/p>\n
C. The termination of this Agreement or any license shall not limit
\n either party from pursuing any other remedies available to it,
\n including injunctive relief, nor shall such termination relieve
\n ISP’s obligation to pay all fees that have accrued or that ISP has
\n agreed to pay under this Agreement, any ordering document under this
\n Agreement, or any Subscription Reports required<\/p>\n
The parties’ rights and obligations under s 2.3, and Articles 3, 4, 5,
\n 6, 7 excluding 7.3, and 8 shall survive termination of this Agreement.<\/p>\n
4. INDEMNIFICATION<\/p>\n
ISP will defend and indemnify NCI against: (a) all claims and damages
\n to NCI arising from: any use by ISP and\/or Subscribers of any product
\n or service not provided by NCI but used in combination with the NCI
\n Software and\/or NCI Client Software Updates if such claim would have
\n been avoided by the exclusive use of the NCI Software and\/or the NCI
\n Client Software Updates; and (b) all claims and damages to NCI caused
\n by ISP’s failure to include the required contractual terms set forth in
\n the last paragraph of Section 2.2 hereof in each agreement; and (c) all
\n claims and damages to NCI caused by a Subscriber’s breach of any Of the
\n applicable provisions required by the last paragraph of Section 2.1C
\n hereof; provided that: (a) NCI notifies ISP in writing within thirty<\/p>\n
(30) days of the claim; (b) ISP has sole control of the defense and
\n all related settlement negotiations; and (c) NCI provides ISP with
\n the assistance, information and authority necessary to perform ISP’s
\n obligations under this Section. Reasonable out-of-pocket expenses
\n incurred by NCI in providing such assistance will be reimbursed by
\n ISP.<\/p>\n
5. WARRANTIES\/REMEDIES<\/p>\n
5.1 NCI’S SOFTWARE WARRANTY<\/p>\n
NCI warrants for a period of ninety (90) days from the Effective Date
\n that the unmodified NCI Software, NCI Client Software Updates, NCI
\n Custom Connect Server software development kit, and the NCI TV
\n Navigator software development kit will perform the functions
\n substantially as described in the applicable documentation when
\n operated as described in the software documentation.<\/p>\n
5.2 SERVICES WARRANTY<\/p>\n
NCI warrants that the services provided hereunder will be performed
\n consistent with generally accepted industry standards. This warranty
\n shall be valid for ninety (90) days from performance of the applicable
\n services.<\/p>\n
5.3 EXCLUSIVE REMEDIES<\/p>\n
For any breach of the warranties contained in Section 5, ISP’s sole and
\n exclusive remedy, and NCI’s entire liability, shall be:<\/p>\n
A. FOR THE NCI’S SOFTWARE<\/p>\n
In NCI’s discretion, either correction of Program Errors that cause
\n breach of the warranty or a refund of the portion of the fees paid
\n to NCI with respect to affected NCI Software, the NCI Client
\n Software Updates, the NCI Custom Connect Server software development
\n kit or the NCI TV Navigator software development kit.<\/p>\n
B. FOR SERVICES<\/p>\n
In NCI’s discretion, either the reperformance of the services or a
\n refund of the portion of the fees paid to NCI applicable to such
\n services.<\/p>\n
6. DISCLAIMERS<\/p>\n
THE BETAS ARE PROVIDED “AS IS.”<\/p>\n
7. INTELLECTUAL PROPERTY<\/p>\n
7.1 GENERAL<\/p>\n
A. NCI shall retain all right, title and interest in and to the NCI
\n Software, the SDK, Betas, NCI Client Software Updates (collectively,
\n the “NCI Products”), NCI Logos and Derivative Works. ISP shall have no
\n ownership interest in and, other than the license specified in this
\n Agreement, shall acquire no rights in the NCI Products, NCI Logos or
\n Derivative Works.<\/p>\n
In the event that ISP creates any Derivative Works, ISP shall, upon
\n completion of any such Derivative Works, deliver to NCI a copy of such
\n Derivative Works. ISP hereby assigns to NCI for no additional
\n consideration all right, title and interest in and to the Derivative
\n Works, including the right to any extensions and renewals thereof.
\n If-so requested by NCI, ISP agrees to execute a written assignment of
\n the Derivative Works to NCI and to execute any other documents
\n necessary for NCI to establish, preserve or enforce its right in the
\n Derivative Works. NCI shall not be obligated to pay ISP any royalties
\n or sublicense fees for the transfer or assignment of any rights
\n specified herein.<\/p>\n
B. ISP shall retain all right, title and interest in and to the ISP
\n Logos and any modifications, adaptations or derivatives to the SDKs
\n which are (i) either (a) solely. artwork modifications or (b) HTML or
\n JavaScript code (not object) modifications specific to ISP’s software
\n and (ii) are carried out by ISP or by a third party on behalf of ISP
\n (“ISP Application Modifications”). NCI shall have no ownership interest
\n in and, other than the license specified in this Agreement, shall
\n acquire no rights in the ISP Application Modifications or the ISP
\n Logos.<\/p>\n
7.2 COPYRIGHTS<\/p>\n
The NCI Software, NCI Client Software Updates, the SDKs, and the Betas
\n are copyrighted by NCI or its licensor(s). ISP shall (i) retain all NCI
\n copyright notices on the NCI Software, NCI Client Software Updates, the
\n SDKs, and the Betas used by ISP under the licenses granted hereunder,
\n and (ii) comply with all third party licensor restrictions, a current
\n list of which is set forth on Exhibit D hereto. ISP shall include a
\n reproduction of NCI’s copyright notice on all copies of the NCI
\n Software, NCI Client Software Updates, the SDKs, and the Betas deployed
\n by ISP in whatever form.<\/p>\n
Such notices shall be prominently placed on the introductory splash
\n screen for the Internet Services.<\/p>\n
Notwithstanding any copyright notice by ISP to the contrary, the
\n copyright to the NCI Software included in any such Internet Services
\n shall remain in NCI.<\/p>\n
7.3 TRADEMARKS<\/p>\n
The NCI Logos belong to NCI; ISP will have no rights in such marks
\n except as expressly set forth herein and as specified in writing from
\n time to time. ISP shall use and is hereby granted a non-transferable,
\n non-exclusive, non-assignable and restricted license during the term of
\n this Agreement and in the Territory, to use the NCI Logos on all uses
\n and\/or copies of the NCI Software NCI Client Software Updates, and
\n Software Documentation made in accordance with this Agreement and on
\n all marketing and promotional materials referencing the NCI Software or
\n Internet Services, subject to NCI’s prior written approval in each
\n instance. ISP’s use of the NCI Logos shall be in accordance with (i)
\n NCI’s signature guidelines in effect at the time as updated from time
\n to time by NCI and (ii) NCI’s branding requirements in effect at the
\n time as updated from time to time by NCI, a current version of which is
\n set forth in Exhibit B attached hereto. ISP agrees not to use the NCI
\n Logos or any other mark likely to cause confusion with the NCI
\n trademarks as any portion of ISP’s tradename, trademark for the NCI
\n Software, or trademark for any other products of ISP. All such usage
\n shall inure to NCI’s benefit. ISP agrees not to register any NCI Logos
\n without NCI’s express prior written consent. ISP shall not contest
\n NCI’s ownership of, or rights in, the NCI Logos. From time to time, at
\n NCI’s request, ISP shall supply a reasonable number of samples of the
\n NCI Software, Software Documentation, and all other materials bearing
\n any of the NCI Logos so that NCI may conduct quality control reviews to
\n ensure that usage of the NCI Logos complies with the terms of this
\n Section. In the event that NCI notifies ISP that ISP has failed to
\n comply as set forth herein, ISP shall suspend distribution and use of
\n the NCI Software until ISP has satisfied NCI that the foregoing
\n requirements have been met. ISP agrees with respect to each registered
\n trademark of NCI, to include in each advertisement, brochure, or other
\n such use of the trademark, the trademark symbol “circle R” and the
\n following statement: ______is a registered trademark of Network
\n Computer, Inc., Redwood Shores, California Unless otherwise notified in
\n writing by NCI, ISP agrees with respect to the NCI Logos to include in
\n each advertisement, brochure, or other such use of the trademark, the
\n symbol “TM” and the following statement: ___ (NCI Logo\/trademark) __ is
\n a trademark of Network Computer, Inc., Redwood Shores, California ISP
\n shall not market the NCI Software in any way which implies that the NCI
\n Software is the proprietary product of ISP or of any party other than
\n NCI. NCI shall not have any liability to ISP for any claims made by
\n third parties relating to ISP’s use of the NCI Logos.<\/p>\n
8. GENERAL TERMS<\/p>\n
8.1 GOVERNING LAW<\/p>\n
This Agreement, and all matters arising out of or relating to this
\n Agreement, shall be governed by the substantive and procedural laws of
\n the State of California without regard to the conflicts of laws
\n provisions thereof and shall be deemed to be executed in Redwood
\n Shores, California. The parties agree that any legal action or
\n proceeding relating to this Agreement shall be instituted in any state
\n or federal court in San Francisco or San Mateo County, California. NCI
\n and ISP agree to submit to the jurisdiction of, and agree that venue is
\n proper in, these courts in any such legal action or proceeding.<\/p>\n
8.2 EXPORT<\/p>\n
ISP agrees to comply fully with all relevant export laws and
\n regulations of the U.S. and any other applicable jurisdiction, as
\n promulgated from time to time (“Export Laws”) to assure that the NCI
\n Software, the SDKs, the Betas, and any direct product thereof, are not
\n (a) exported, directly or indirectly, in violation of Export Laws; and
\n (b) intended to be used for any purposes prohibited by the Export Laws,
\n including, without limitation, nuclear, chemical, or biological weapons
\n proliferation.<\/p>\n
The effective date of this Agreement shall be , 1998
\n —————————-
\n(the “Effective Date”).<\/p>\n
\n
\nExecuted by ISP: Executed by NCI:<\/p>\nAuthorized Signature: Authorized Signature:
\n ———————————— ————————————
\nName: Name:
\n —————————————————- —————————————————-<\/p>\n
Title: Title:
\n ————————————————— —————————————————<\/p>\n
<\/c><\/s><\/table>\n
EXHIBIT A<\/p>\n
NCI SERVER SOFTWARE:<\/p>\n
NCI CUSTOM CONNECT SERVER -TM- software, Version
\n ————–
\n Designated System: Sun Solaris
\n ———–<\/p>\n
SDKS:
\n NCI CUSTOM CONNECT SERVER -TM- SDK Version
\n ————–<\/p>\n
Designated System: Sun Solaris
\n ———–
\n Development Seats –
\n ———-
\n NCI TV Navigator SDK, Version
\n ————–<\/p>\n
Designated System: Windows NT
\n Development Seats –
\n ———-<\/p>\n
NCI TV Content Development Kit
\n Designated System: Windows NT
\n ———-<\/p>\n
INTERNET SERVICES<\/p>\n
Internet Services shall’ refer to those Internet, and ISP’s services (utilizing
\nthe NCI Server Software) and content accessible by Subscribers. ISP hereby
\nrepresents and warrants that the Internet Services (and related customer
\nsupport) provided to Subscribers by ISP shall be of equal or greater quality,
\navailability, and responsiveness as all other similar services provided by or on
\nbehalf of ISP (and in no case less than the comparable industry standards) and
\n(ii) shall be consistent with NCI’s reasonable criteria as determined by
\nperiodic quality evaluations performed from time to time by or on behalf of NCI.<\/p>\n
NCI LOGO
\nNCI-TM-
\nnic design logo
\nNCI Custom Connect Server-TM-
\nNCI TV Navigator-TM-<\/p>\n
EXHIBIT B<\/p>\n
NCI BRANDING REQUIREMENTS<\/p>\n
1. On ISP’s default root page, default personalized root page, and bookmark
\nlists, the NCI nic design logo or other NCI Logo designated by NCI as a
\nselectable icon shall be placed in a prominent location and shall be visible at
\nall times without further navigation and, if the background is dynamic, must be
\nvisible for at least 30 seconds each visit or until the user leaves the page. A
\nprominent location is defined as not requiring the user to scroll or otherwise
\nnavigate in order to see the logo on entrance to the root page.<\/p>\n
2. The content provided through the NCI selectable icon or NCI Content Portals
\n(TV Bar) shall not be blocked or restricted in any fashion except by
\nuser-elected restrictions (e.g. parental control filters).<\/p>\n
3. On all NC Cards distributed by ISP targeting an NCI Approved Network Computer
\nDevice, the NC Card will display the NCI nic design logo or other NCI Logo
\ndesignated by NCI on the top side of the card in accordance with the
\nthen-current NCI signature guidelines.<\/p>\n
4. On all major marketing and communication materials presented by ISP that
\nspecifically target NCI Approved Network Computer Device ISP will include the
\nNCI nic design logo or other NCI Logo designated by NCI in a prominent location
\nin accordance with the then-current NCI signature guidelines.<\/p>\n
5. Whenever a navigational or application toolbar is displayed in conjunction
\nwith a NCI application, the NCI Logo shall be present on such toolbar. The NCI
\nLogo that is displayed will be presented in a form that is in accordance with
\nthe NCI signature guidelines.<\/p>\n
EXHIBIT C<\/p>\n
SDK LICENSES<\/p>\n
NCI TV NAVIGATOR-TM- CONTENT DEVELOPMENT KIT
\n LICENSE AGREEMENT<\/p>\n
The following terms shall apply to any NCI NAVIGATOR CONTENT DEVELOPMENT KITs
\nlicensed to ISP (referred to as “You”) hereunder.<\/p>\n
REDISTRIBUTION OF THIS CONTENT DEVELOPMENT KIT (“CDK”) OR ANY DOCUMENTATION
\nPROVIDED TO YOU BY NETWORK COMPUTER, INC. (“NCI”) IS STRICTLY PROHIBITED.<\/p>\n
THE MEDIA CONTAINED IN THIS PACKAGE INCLUDE A NUMBER OF SEPARATE PROGRAMS.
\nYOU ARE PERMITTED TO USE ONLY THOSE PROGRAMS FOR WHICH YOU HAVE PAID THE
\nAPPLICABLE LICENSE FEE TO NCI. FURTHERMORE, YOUR USE OF THIS CDK IS SUBJECT
\nTO ALL THE TERMS AND CONDITIONS SET FORTH BELOW.<\/p>\n
LICENSE.<\/p>\n
This CDK is licensed, not sold, to You for use only under the terms of this
\nAgreement, and NCI and its licensors reserve all rights not expressly granted
\nto You. You own the media on which this CDK was originally fixed, but NCI and
\nits licensors retain ownership of all copies of the programs and content
\ncomprising this CDK (collectively the “Programs”). You (the original licensee
\nof this CDK) may:<\/p>\n
(a) use this CDK on a single computer by one user at a time in accordance
\nwith the accompanying documentation.<\/p>\n
(b) make one copy of the Programs as provided to You for purposes of backup;
\nprovided that such copy includes a reproduction of any notices appearing in
\nor on such Programs.<\/p>\n
LICENSE RESTRICTIONS.<\/p>\n
(a) Unauthorized copying of this CDK, the Programs or the written materials
\nincluded in this package is expressly forbidden. You may be held legally
\nresponsible for any copyright infringement which is caused or encouraged by
\nYour failure to abide by the terms of this agreement.<\/p>\n
(b) You may not market, distribute, or transfer copies of this CDK or the
\nProgram to others or electronically transfer this CDK or the Programs from
\none computer to another over a network.<\/p>\n
(c) You may not: (i) permit other individuals to use this CDK or the
\nPrograms; (ii) modify, translate, reverse engineer, decompile, disassemble
\n(except to the extent applicable laws specifically prohibit such
\nrestriction), or create derivative works based on this CDK or the Programs;
\n(iii) copy this CDK or the Programs (except as expressly provided herein);
\n(iv) rent, lease, grant a security interest in, or otherwise transfer rights
\nto this CDK or the Programs; or (v) remove any proprietary notices or labels
\nin or on this CDK or the Programs.<\/p>\n
(d) You understand that NCI and its licensors may update or revise this CDK
\nand\/or the Programs and in so doing incurs no obligation to furnish such
\nupdates to You unless You have purchased current support and maintenance
\nservices from NCI as described in the section below titled Technical Support.<\/p>\n
(e) Upon transfer of this CDK, any Program or any copy thereof, the licensed
\ngranted hereunder shall terminate immediately.<\/p>\n
(f) You shall use this CDK solely for Your internal purposes.<\/p>\n
To the extent European Economic Community (“EEC”) law is applicable, the
\nabove restrictions on reverse engineering, decompiling, disassembling or
\nreducing any machine, readable software or component to human-readable form
\nis limited so that it prohibits such activity only to the maximum extent such
\nactivity may be prohibited without violating the EEC Directive on the legal
\nprotection of computer programs.<\/p>\n
HARDWARE LOANS.<\/p>\n
In the event that NCI has provided You any hardware (including, without
\nlimitation, the NCI Reference Platform) for use with the CDK, You shall
\nreturn to NCI any such hardware immediately upon the earlier of (i) NCI’s
\nwritten request to You or (ii) the date agreed upon by the parties in any
\nseparate written agreement for the return of such hardware. NCI shall retain
\nall right, title and interest in and to such hardware at all times,
\nincluding, without limitation, the period while Such hardware is located at
\nYour facilities.<\/p>\n
DISCLAIMER OF WARRANTY.<\/p>\n
THIS CDK IS PROVIDED ON AN “AS IS” BASIS. NCI AND ITS LICENSORS EXPRESSLY
\nDISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION,
\nTHE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
\nNON-INFRINGEMENT. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS
\nCDK AND ANY RESULTS CREATED USING THIS CDK IS BORNE BY YOU. IN ADDITION, THE
\nSECURITY MECHANISMS IMPLEMENTED BY THIS CDK AND RESULTS GENERATED THROUGH ITS
\nUSE HAVE INHERENT LIMITATIONS, AND YOU MUST DETERMINE THAT THE CDK AND SUCH
\nRESULTS SUFFICIENTLY MEET YOUR SECURITY REQUIREMENTS. THIS DISCLAIMER OF
\nWARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT. SOME JURISDICTIONS
\nDO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT
\nAPPLY AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION.<\/p>\n
TITLE.<\/p>\n
Title, ownership rights, and intellectual property rights in this CDK and the
\nPrograms shall remain in NCI and\/or its licensors. This CDK is protected by
\nthe copyright laws and treaties.<\/p>\n
CONFIDENTIALITY.<\/p>\n
NCI and its licensors consider this CDK and the Programs to contain valuable
\ntrade secrets of NCI and its licensors, the unauthorized disclosure of which
\ncould cause irreparable harm to NCI and\/or its licensors. You agree to use
\nreasonable efforts not to disclose the Programs to any third parties and not
\nto use the Programs other than for the purposes authorized by this Agreement.
\nThis confidentiality obligation shall continue after any termination of this
\nAgreement.<\/p>\n
TERMINATION.<\/p>\n
This Agreement is effective until terminated. The Sections of this Agreement
\ntitled License Restrictions, Disclaimer of Warranty, Limitation of Liability,
\nTitle, Confidentiality and Miscellaneous shall survive any termination or
\nexpiration of this Agreement. This Agreement will terminate automatically
\nupon Your failure to comply with any of the limitations described herein.
\nUpon any termination or expiration of this Agreement, You must, at NCI’s
\noption, return or destroy the CDK, any documentation provided by NCI and any
\ncopies thereof and shall return to NCI all hardware (including, without
\nlimitation, the NCI Reference Profile), if any, provided by NCI to You for
\nuse with the CDK, if any.<\/p>\n
EXPORT CONTROLS.<\/p>\n
None of this CDK or any underlying information or technology may be
\ndownloaded or otherwise exported or reexported (i) into (or to a national or
\nresident of) Cuba, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria or any
\nother country to which the U.S. has embargoed goods; or (ii) to anyone on the
\nU.S. Treasury Department’s list of Specially Designated Nationals or the U.S.
\nCommerce Department’s Table of Denial Orders. By using this CDK, You are
\nagreeing to the foregoing and You are representing and warranting that You
\nare not located in, under the control of, or a national or resident of any
\nsuch country or on any such list.<\/p>\n
SUPPORT AND MAINTENANCE.<\/p>\n
Upon mutual agreement of the parties and subject to NCI’s standard support
\nand maintenance terms and conditions (including payment of NCI’s then-current
\nsupport and maintenance fees), NCI shall provide to You support and
\nmaintenance for the CDK licensed hereunder.<\/p>\n
LIMITATION OF LIABILITY.<\/p>\n
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR
\nOTHERWISE, SHALL NCI OR ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON
\nFOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
\nCHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK
\nSTOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL
\nDAMAGES OR LOSSES. IN NO EVENT WILL NCI BE LIABLE FOR ANY DAMAGES IN EXCESS
\nOF THE AMOUNT NCI RECEIVED FROM YOU FOR A LICENSE TO THIS CDK, EVEN IF NCI
\nSHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM
\nBY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY
\nFOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH
\nLIMITATION. FURTHERMORE, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR
\nLIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND
\nEXCLUSION MAY NOT APPLY TO You. THE WARRANTY DISCLAIMERS AND LIMITATION OF
\nLIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU
\nAND NCI.<\/p>\n
HIGH RISK ACTIVITIES.<\/p>\n
The CDK and results created using the CDK are not fault-tolerant and is not
\ndesigned, manufactured or intended for use or resale as on-line control
\nequipment in hazardous environments requiring fail, safe performance, such as
\nin the operation of nuclear facilities, aircraft navigation or communication
\nsystems, air traffic control, direct life support machines, or weapons
\nsystems, in which the failure of the CDK and results created using the CDK
\ncould lead directly to death, personal injury, or severe physical or
\nenvironmental damage (“High Risk Activities”). NCI and its licensors
\nspecifically disclaim any express or implied warranty of fitness for High
\nRisk Activities.<\/p>\n
MISCELLANEOUS.<\/p>\n
This Agreement represents the complete agreement concerning this license and
\nmay amended only by a writing executed by both parties, THE ACCEPTANCE OF ANY
\nPURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO
\nTHE TERMS SET FORTH HEREIN, AND NOT THOSE IN YOUR PURCHASE ORDER. If any
\nprovision of this Agreement is held to be unenforceable, such provision shall
\nbe reformed only to the extent necessary to make it enforceable and the
\nremaining provisions of this Agreement will not be affected or impaired in
\nany way. This Agreement shall be governed by California law without regard to
\nthe conflict of laws provisions thereof. The application the United Nations
\nConvention of Contracts for the International Sale of Goods is expressly
\nexcluded. If any legal action or proceeding is brought for the enforcement of
\nthis Agreement, or because of any alleged dispute, breach, default or
\nmisrepresentation in connection with any of the provisions of this Agreement,
\nthe successful or prevailing party shall be entitled to recover reasonable
\nattorneys’ fees and other costs incurred in such action or proceeding, in
\naddition to any other relief to which such party may be entitled.<\/p>\n
U.S. GOVERNMENT RESTRICTED RIGHTS.<\/p>\n
If this CDK is acquired by or on behalf of a unit or agency of the United
\nStates Government, this provision applies, if the Programs are acquired by or
\non behalf of a unit or agency of the United States Government, this provision
\napplies. The Programs: (a) were developed at private expense, are existing
\ncomputer software and no part of them were developed with government funds,
\n(b) are a trade secret of NCI or its licensors for all purposes of the
\nFreedom of Information act, (c) are “restricted computer software” submitted
\nwith restricted rights in accordance with subparagraphs (a) through (d) of
\nthe Commercial Computer Software-Restricted Rights clause at 52.227-19 and
\nits successors, (d) in all respects are proprietary data belonging solely to
\nNCI or its licensors, (c) are unpublished and all rights are reserved under
\nthe copyright laws of the United States. For units of the Department of
\nDefense (DoD), the programs are licensed only with “Restricted Rights” as
\nthat term is defined in the DoD supplement to the Federal Acquisition
\nRegulation 252.227-7013 (c)(1)(ii), Rights in Technical Data and Computer
\nSoftware and its successors, and use, duplication or disclosure is subject to
\nrestrictions as set forth in subdivision (c)(1)(ii) of the Rights in
\nTechnical Data and Computer Software clause at 252.227-7013 or to NCI’s
\nstandard commercial license, as applicable. Contractor\/manufacturer is
\nNetwork Computer, Inc., 1000 Bridge Parkway, Redwood Shores, CA 94065. If
\nthis CDK or the Programs are acquired under a GSA Schedule, the Government
\nhas agreed to refrain from changing or removing any insignia or lettering
\nfrom this CDK, the Programs and any documentation provided (except for backup
\npurposes).<\/p>\n
Should You have any questions concerning this Agreement, or if You wish to
\ncontact NCI for any reason, please write: Network Computer, Inc., Attention:
\nCustomer Service, 1000 Bridge Parkway, Redwood Shores, CA 94065.<\/p>\n
NCI TV NAVIGATOR-TM- SDK LICENSE AGREEMENT<\/p>\n
The following terms shall apply to any NCI NAVIGATOR SOFTWARE DEVELOPMENT
\nTOOLKITs licensed to ISP (referred to as “Licensee”) hereunder.<\/p>\n
REDISTRIBUTION OF THIS SOFTWARE DEVELOPMENT TOOLKIT (“SDK”) OR ANY
\nDOCUMENTATION PROVIDED TO LICENSEE BY NCI IS STRICTLY PROHIBITED.
\nREDISTRIBUTION OF ANY RESULTS CREATED USING THIS SDK ARE PROHIBITED UNLESS
\nSUCH RIGHT HAS BEEN GRANTED PURSUANT TO A WRITTEN LICENSE AGREEMENT EXECUTED
\nBY NCI AND LICENSEE (THE “RESELLER AGREEMENT”) AND THEN ONLY AS LICENSED
\nTHEREBY.<\/p>\n
THE MEDIA CONTAINED IN THIS PACKAGE INCLUDE A NUMBER OF SEPARATE PROGRAMS,
\nINCLUDING THE TORNADO FOR NCI TV NAVIGATOR, ADD-ON COMPONENTS AND TOOL
\nPROGRAMS FOR USE WITH TORNADO FOR NCI TV NAVIGATOR, AND THE NCI TV NAVIGATOR
\nSYSTEM COMPONENTS. LICENSEE IS PERMITTED TO USE ONLY THOSE PROGRAMS FOR WHICH
\nLICENSEE HAS PAID THE LICENSE FEE AND OBTAINED A PASSKEY FROM NCI ALLOWING
\nLICENSEE ACCESS TO THE PROGRAM. LICENSEE HAS NOT LICENSED A PROGRAM UNTIL
\nLICENSEE HAS PAID THE LICENSE FEE AND OBTAINED THE PASS KEY. FURTHERMORE,
\nLICENSEE’S USE OF THIS SDK IS SUBJECT TO ALL THE TERMS AND CONDITIONS SET
\nFORTH BELOW.<\/p>\n
LICENSE.<\/p>\n
This SDK is licensed, not sold, to Licensee for use only under the terms of
\nthis agreement, and NCI and its licensors reserve all rights not expressly
\ngranted to Licensee. Licensee owns the media on which this SDK was originally
\nfixed, but NCI and its licensors retain ownership of all copies of the
\nprograms comprising this SDK (collectively the “Programs”). Licensee (the
\noriginal licensee of this SDK) may:<\/p>\n
(a) use this SDK on a single computer by one user at a time. Use is limited
\nto development of the Product or Products as defined in the Reseller
\nAgreement which may only be performed at the site set forth herein or, if
\napplicable, only at the location of Licensee’s principal office as set forth
\nin the Reseller Agreement. Furthermore, use is limited to development for a
\nProduct or Products which execute on a single target architecture, as set
\nforth herein or, if applicable, the target architecture set forth in the
\nReseller Agreement. The number of authorized seats may be increased only upon
\napproval of NCI and payment of additional license fees.<\/p>\n
(b) make one copy of Tornado for NCI TV Navigator or Tornado for NCI TV
\nNavigator Component Program licensed by Licensee or portions thereof except
\nfor the directory “bin”, sub directory “h”, and the files entitled “make
\nfile” in directories “config\/all” and “config\/(target)”. Such copy shall be
\nin tangible object code form only for physical incorporation into a Product
\nor Products as defined in the Reseller Agreement that Licensee develops using
\nthis SDK, provided that such copy includes a reproduction of any notices
\nappearing in or on the programs included in this SDK. Such copy shall be used
\nfor development processes only and be accessed only as part of the Target
\nApplication and not on a stand alone or independent basis.<\/p>\n
(c) make one copy of any licensed programs in tangible object code form for
\npurposes of backup; provided that such copy includes a reproduction of any
\nnotices appearing in or on such program.<\/p>\n
LICENSE RESTRICTIONS.<\/p>\n
(a) Unauthorized copying of this SDK, the Programs or the written materials
\nincluded in this package is expressly forbidden. Licensee may be held legally
\nresponsible for any copyright infringement which is caused or encouraged by
\nLicensee’s failure to abide by the terms of this agreement.<\/p>\n
(b) Licensee may not market, distribute, or transfer copies of this SDK or
\nthe Program to others or electronically transfer this SDK or the Programs
\nfrom one computer to another over a network.<\/p>\n
(c) Licensee may not: (i) permit other individuals to use this SDK or the
\nPrograms; (ii) modify, translate, reverse engineer, decompile, disassemble
\n(except to the extent applicable laws specifically prohibit such
\nrestriction), or create derivative works based on this SDK or the Programs;
\n(iii) copy this SDK or the Programs (except as expressly provided herein);
\n(iv) rent, lease, grant a security interest in, or otherwise transfer rights
\nto this SDK or the Programs; or (v) remove any proprietary notices or labels
\nin or on this SDK or the Programs.<\/p>\n
(d) Licensee understands that NCI and its licensors may update or revise this
\nSDK and\/or the Programs and in so doing incurs no obligation to furnish such
\nupdates to Licensee unless Licensee has purchased current support and
\nmaintenance services from NCI as described in the section below titled
\nTechnical Support.<\/p>\n
(e) Use of this SDK and the Programs is subject to proper AND complete
\ninstallation of the NCI TV Navigator System Components pursuant to the
\ninstructions and procedures provided to Licensee by NCI.<\/p>\n
(f) Upon transfer of this SDK, any Program or any copy thereof, the licensed
\ngranted hereunder shall terminate immediately.<\/p>\n
(g) Unless otherwise agreed by the parties in writing, any and all
\ndevelopment by Licensee of device drivers must be performed at NCI’s premises.<\/p>\n
To the extent European Economic Community (“EEC”) law is applicable, the
\nabove restrictions on reverse engineering, decompiling, disassembling or
\nreducing any machine-readable software or component to human-readable form is
\nlimited so that it prohibits such activity only to the maximum extent such
\nactivity may be prohibited without violating the EEC Directive on the legal
\nprotection of computer programs.<\/p>\n
HARDWARE LOANS.<\/p>\n
In the event that NCI has provided Licensee any hardware (including, without
\nlimitation, the NCI Reference Platform) for use with the SDK, Licensee shall
\nreturn to NCI any such hardware immediately upon the earlier of (i) NCI’s
\nwritten request to Licensee or (ii) the date agreed upon by the parties in
\nany separate written agreement for the return of such hardware. NCI shall
\nretain all right, title and interest in and to such hardware at all times,
\nincluding, without limitation, the period while such hardware is located at
\nLicensee’s facilities.<\/p>\n
DISCLAIMER OF WARRANTY.<\/p>\n
THIS SDK IS PROVIDED ON AN “AS IS” BASIS. NCI AND ITS LICENSORS EXPRESSLY
\nDISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION,
\nTHE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
\nNON-INFRINGEMENT. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THIS
\nSDK AND ANY RESULTS CREATED USING THIS SDK IS BORNE BY LICENSEE. IN ADDITION,
\nTHE SECURITY MECHANISMS IMPLEMENTED BY THIS SDK AND RESULTS GENERATED THROUGH
\nITS USE HAVE INHERENT LIMITATIONS, AND LICENSEE MUST DETERMINE THAT THE SDK
\nAND SUCH RESULTS SUFFICIENTLY MEET LICENSEE’S SECURITY REQUIREMENTS. THIS
\nDISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT. SOME
\nJURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS
\nDISCLAIMER MAY NOT APPLY AND LICENSEE MAY HAVE OTHER LEGAL RIGHTS THAT VARY
\nBY JURISDICTION.<\/p>\n
TITLE.<\/p>\n
Title, ownership rights, and intellectual property rights in this SDK and the
\nPrograms shall remain in NCI and\/or its licensors. This SDK is protected by
\nthe copyright laws and treaties.<\/p>\n
CONFIDENTIALITY.<\/p>\n
NCI and its licensors consider this SDK and the Programs to contain valuable
\ntrade secrets of NCI and its licensors, the unauthorized disclosure of which
\ncould cause irreparable harm to NCI and\/or its licensors. Licensee agrees to
\nuse reasonable efforts not to disclose the Programs to any third parties and
\nnot to use the Programs other than for the purposes authorized by this
\nAgreement. This confidentiality obligation shall continue after any
\ntermination of this Agreement.<\/p>\n
TERMINATION.<\/p>\n
This Agreement is effective until terminated. The Sections of this Agreement
\ntitled License Restrictions, Disclaimer of Warranty, Limitation of Liability,
\nTitle, Confidentiality and Miscellaneous shall survive any termination or
\nexpiration of this Agreement. This Agreement will terminate automatically
\nupon Licensee’s failure to comply with any of the limitations described
\nherein or in the Reseller Agreement by and between NCI and Licensee.<\/p>\n
Licensee hereby acknowledges that unless and until Licensee enters into a
\nReseller Agreement, Licensee shall use the SDK solely for its internal
\nevaluation purposes.<\/p>\n
On any termination or expiration of this Agreement, Licensee must, at NCI’s
\noption, return or destroy the SDK, any documentation provided by NCI and any
\ncopies thereof and shall return to NCI all hardware (including, without
\nlimitation, the NCI Reference Profile), if any, provided by NCI to Licensee
\nfor use with the SDK.<\/p>\n
EXPORT CONTROLS.<\/p>\n
None of this SDK or any underlying information or technology may be
\ndownloaded or otherwise exported or reexported (i) into (or to a national or
\nresident of) Cuba, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria or any
\nother country to which the U.S. has embargoed goods; or (ii) to anyone on the
\nU.S. Treasury Department’s list of Specially Designated Nationals or the U.S.
\nCommerce Department’s Table of Denial Orders. By using this SDK, Licensee is
\nagreeing to the foregoing and Licensee is representing and warranting that
\nLicensee is not located in, under the control of, or a national or resident
\nof any such country or on any such list.<\/p>\n
SUPPORT AND MAINTENANCE.<\/p>\n
Upon mutual agreement of the parties and subject to NCI’s standard support
\nand maintenance terms and conditions (including<\/p>\n
payment of NCI’s then-current support and maintenance fees), NCI shall
\nprovide to Licensee support and maintenance for the SDK licensed hereunder.<\/p>\n
LIMITATION OF LIABILITY.<\/p>\n
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR
\nOTHERWISE, SHALL NCI OR ITS LICENSORS BE LIABLE TO LICENSEE OR ANY OTHER
\nPERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY
\nCHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK
\nSTOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL
\nDAMAGES OR LOSSES. IN NO EVENT WILL NCI BE LIABLE FOR ANY DAMAGES IN EXCESS
\nOF THE AMOUNT NCI RECEIVED FROM LICENSEE FOR A LICENSE TO THIS SDK, EVEN IF
\nNCI SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR: ANY
\nCLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO
\nLIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS
\nSUCH LIMITATION. FURTHERMORE, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION
\nOR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND
\nEXCLUSION MAY NOT APPLY TO LICENSEE. THE WARRANTY DISCLAIMERS AND LIMITATION
\nOF LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN
\nLICENSEE AND NCI.<\/p>\n
HIGH RISK ACTIVITIES.<\/p>\n
The SDK and results created using the SDK are not fault-tolerant and is not
\ndesigned, manufactured or intended for use or resale as on-line control
\nequipment in hazardous environments requiring fail-safe performance, such as
\nin the operation of nuclear facilities, aircraft navigation or communication
\nsystems, air traffic control, direct life support machines, or weapons
\nsystems, in which the failure of the SDK and results created using the SDK
\ncould lead directly to death, personal injury, or severe physical or
\nenvironmental damage (“High Risk Activities”). NCI and its licensors
\nspecifically disclaim any express or implied warranty of fitness for High
\nRisk Activities.<\/p>\n
MISCELLANEOUS,<\/p>\n
This Agreement represents the complete agreement concerning this license and
\nmay amended only by a writing executed by both parties, THE ACCEPTANCE OF ANY
\nPURCHASE ORDER PLACED BY LICENSEE IS EXPRESSLY MADE CONDITIONAL ON LICENSEE’S
\nASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE IN LICENSEE’S PURCHASE
\nORDER. If any provision of this Agreement is held to be unenforceable, such
\nprovision shall be reformed only to the extent necessary to make it
\nenforceable and the remaining provisions of this Agreement will not be
\naffected or impaired in any way. This Agreement shall be governed by
\nCalifornia law without regard to the conflict of laws provisions thereof. The
\napplication the United Nations Convention of Contracts for the International
\nSale of Goods is expressly excluded. If any legal action or proceeding is
\nbrought for the enforcement of this Agreement, or because of any alleged
\ndispute, breach, default or misrepresentation in connection with any of the
\nprovisions of this Agreement, the successful or prevailing party shall be
\nentitled to recover reasonable attorneys’ fees and other costs incurred in
\nsuch action or proceeding, in addition to any other relief to which such
\nparty may be entitled.<\/p>\n
U.S. GOVERNMENT RESTRICTED RIGHTS.<\/p>\n
If this SDK is acquired by or on behalf of a unit or agency of the United
\nStates Government, this provision applies. If the Programs are acquired by or
\non behalf of a unit or agency of the United States Government, this provision
\napplies. The Programs: (a) were developed at private expense, are existing
\ncomputer software and no part of them were developed with government funds,
\n(b) are a trade secret of NCI or its licensors for all purposes of the
\nFreedom of Information act, (c) are “restricted computer software” submitted
\nwith restricted rights in accordance with subparagraphs (a) through (d) of
\nthe Commercial Computer Software-Restricted Rights clause at 52.227-19 and
\nits successors, (d) in all respects are proprietary data belonging solely to
\nNCI or its licensors, and (e)are unpublished and all rights are reserved
\nunder the copyright laws of the United States. For units of the Department of
\nDefense (DoD), the programs are licensed only with “Restricted Rights” as
\nthat term is defined in the DoD supplement to the Federal Acquisition
\nRegulation 252.227-7013 (c)(1)(ii), Rights in Technical Data and Computer
\nSoftware and its successors, and use, duplication or disclosure is subject to
\nrestrictions as set forth in subdivision (c)(1)(ii) of the Rights in
\nTechnical Data and Computer Software clause at 252.227-7013 or to NCI’s
\nstandard commercial license, as applicable. Contractor\/manufacturer is
\nNetwork Computer, Inc., 1000 Bridge Parkway, Redwood Shores, CA 94065. If the
\nPrograms are acquired under a GSA Schedule, the Government has agreed to
\nrefrain from changing or removing any insignia or lettering from the Programs
\nor the documentation as provided or from producing copies of manuals or media
\n(except for backup purposes).<\/p>\n
EXHIBIT D<\/p>\n
THIRD PARTY RESTRICTIONS<\/p>\n
The following third party restrictions apply to Internet Services to the
\nextent that they incorporate any of the third party software listed below.
\nAny capitalized terms that are not defined herein have the same definition as
\nin the Agreement.<\/p>\n
1. REGARDING BITSTREAM SOFTWARE–In the event that the Internet Services
\n include Bitstream software sublicensed from NCI, you must comply with the
\n following restrictions and obligations: 1.1. Licensee must reproduce each
\n Bitstream copyright, trademark and\/or patent notice, as applicable in its
\n entirety, in the same location as it appears, in electronic or printed
\n form, on the NCI Software or SDK(s) as delivered to Licensee.<\/p>\n
2. REGARDING RSA SOFTWARE–In the event that the Internet Services includes
\n RSA software sublicensed from NCI, you must comply with the following
\n restrictions and obligations:<\/p>\n
2.1. Licensee should include within the splash screens, user
\n documentation, printed product collateral, product packaging and
\n advertisements for the Internet Services, the RSA “Licensee Seal”
\n from the form attached hereto as Appendix “A” along with a statement
\n that the Internet Services contains the RSA Software, Licensee agrees
\n not to remove or destroy any proprietary, trademark or copyright
\n markings or notices placed upon or contained within the software or
\n documentation provided by NCI.<\/p>\n
2.2 Licensee must in all proposals and agreements with the United States
\n government identify and license the Internet Services, including any
\n RSA object Code, as follows: (i) for acquisition by or on behalf of
\n civilian agencies, as necessary to obtain protection as “commercial
\n computer software” and related documentation in accordance with the
\n terms of NCI’s or Licensee’s customary license, as specified in 48
\n C.F.R. 12.212 of the Federal Acquisition Regulations and its
\n successor regulations, or (ii) for acquisition by or on behalf of
\n units of the Department of Defense, as necessary to obtain protection
\n as “commercial computer software” as defined in 48 C.F.R.
\n 227.7014(a)(1) of the Department of Defense Federal Acquisition
\n Regulation Supplement (DFARS) and related documentation in accordance
\n with the terms of NCI’s or Licensee’s customary license, as specified
\n in 48 C.F.R. 227.7202.1 of DFARS and its successor regulations.<\/p>\n
2.3. In the event that Licensee includes an “About Box” or similar
\n reference in the Internet Services, Licensee agrees to insert and
\n maintain in the “About Box” (1) the RSA “Licensee Seal” indicated in
\n Appendix “A”, and (2) a hypertext link to RSA’s homepage at an
\n RSA-designated URL (currently www.rsa.com), which logo and pointer
\n shall appear on the first page of such “About Box” and in no less
\n prominent location and size than any other third party logo included
\n therein.<\/p>\n
2.4. Licensee further agrees to include in any Security Advisory made
\n available to third parties, whether in printed or electronic format,
\n the RSA “Licensee Seal” indicated in Exhibit “A” and a brief
\n description of the RSA software sublicensed hereunder and its
\n relevant applicability to the subject matter of the Security
\n Advisory. For the purposes of the Agreement, “Security Advisory”
\n means any tutorial, FAQ or similar manual or instructional
\n documentation describing data security used by or available in the
\n Internet Services.<\/p>\n
3. REGARDING HEADSPACE SOFTWARE–In the event that the Internet Services
\n include Headspace MIDI software or music content sublicensed from NCI, you
\n must comply with the following restrictions and obligations:<\/p>\n
3.1. In the event that the Internet Services includes an “About Box” or
\n similar reference, Licensee must include references to Headspace,
\n Inc. and the RMF logo, as well as a link to the Headspace, Inc. web
\n site, in the area designated by Licensee for such “About Box”. The
\n RMF logo is included as Appendix “B”, attached hereto, and
\n incorporated herein by this reference.<\/p>\n
4. REGARDING PROGRESSIVE NETWORKS SOFTWARE–In the event that the Internet
\n Services includes Progressive Networks software sublicensed from NCI, you
\n must comply with the following restrictions and obligations:<\/p>\n
4.1. Licensee must use Progressive Networks’ (PN) marks in accordance with
\n PN’s usage policies attached hereto as Appendix “C” and incorporated
\n herein by this reference. Such marks may be used solely in Connection
\n with Licensee’s advertising, marketing and distribution of the
\n Internet Services incorporating PN’s software.<\/p>\n
4.2. To the extent the Internet Services includes an implementation of an
\n “About Box” or similar reference, Licensee must include a reference
\n to “Progressive Networks” and “RealNetworks” as follows: “The
\n RealNetworks Player is included under license from Progressive
\n Networks, Inc. Copyright 1995-1997, Progressive Networks, Inc.
\n RealNetworks and the RealNetworks logo are registered trademarks of
\n Progressive Networks, Inc. All rights reserved,”<\/p>\n
4.3. Licensee acknowledges that use, duplication or disclosure of the PN
\n software by the Government is subject to restrictions set forth in
\n subparagraphs (a) through (d) of the Commercial Computer-Restricted
\n Rights clause at FAR 52.227-19 when applicable, or in subparagraph
\n (c)(1)(ii) of the Rights in Technical Data and Computer Software
\n clause at DFARS 252.227- 7013, or in similar clauses in the NASA FAR
\n supplement. Contractor\/manufacturer is Progressive Networks, Inc.;
\n 1111 Third Avenue; Suite 500; Seattle, Washington, 98101.<\/p>\n
5. REGARDING JAVA SOFTWARE–In the event that the Internet Services include
\n Java Software from Sun Microsystems, Inc. (“Sun”) or Javasoft, you must
\n comply with the following restrictions and obligations:<\/p>\n
5.1. The Internet Services containing Java software that you distribute
\n shall include in the documentation, or in other terms and conditions of
\n sale, notices substantially similar to those contained on and in the NCI
\n Software, SDKs and related<\/p>\n
APPENDIX “A” TO EXHIBIT D<\/p>\n
RSA SEAL AND TRADEMARKS<\/p>\n
RSA Licensee Seal: [Logo]<\/p>\n
You are also permitted to use the following RSA trademarks, as applicable, in
\nads, product packaging, documentation or collateral materials, provided that you
\nuse the correct trademark designator, depicted below, and identify RSA as the
\nowner of the mark.<\/p>\n
RC2-Registered Trademark- Symmetric Block Cipher, RC4-Registered Trademark-
\n Symmetric Stream Cipher
\n RC5-TM- Symmetric Block Cipher
\n BSAFE-TM-, TIPEM-TM-
\n RSA Public Key Cryptosystem-TM-
\n MD-TM-, MD2-TM-, MD4-TM-, MD5-TM-<\/p>\n
RSA has reserved the right to update this Appendix “A” from time to time upon
\nreasonable notice to you.<\/p>\n
APPENDIX “B” TO EXHIBIT D<\/p>\n
RMF LOGO<\/p>\n
[Logo]<\/p>\n
APPENDIX “C” TO EXHIBIT D<\/p>\n
PROGRESSIVE NETWORKS TRADEMARK USAGE POLICY<\/p>\n
REALNETWORKS-Registered Trademark- (text form)
\n PN-Register Trademark- (text form)
\n PROGRESSIVE NETWORKS-Registered Trademark- (text form)
\n REALMEDIA-TM- (text form)
\n REALVIDEO-TM- (text form)
\n REALPLAYER-TM- (text form)
\n WEBACTIVE -Registered Trademark- (text from)<\/p>\n
1. When using a Progressive Networks’ trademark (“PN Mark”), use the
\nregistered trademark symbol -Registered Trademark- or the -TM- symbol, as
\nindicated in the above example, on the most prominent (or if none is
\nprominent, the first) appearance of a PN Mark. For any PN Mark that is not
\nregistered, the -TM- symbol should be used in place of the registered
\ntrademark symbol -Registered Trademark-. Once marked, it is not normally
\nnecessary to mark subsequent appearances of the trademark in the piece. Every
\nappearance of PN Logos in stylized form should always appear with the
\nappropriate -Registered Trademark- or -TM-symbol, and may be used only under
\nlicense with PN – unauthorized use is strictly prohibited. Shown above are a
\nlist of current PN Marks that reflects the registration status of the PN
\nMarks. This list will be updated . from time to time.<\/p>\n
2. When using a PN Mark, never vary the spelling, add or delete hyphens, make
\none word two, or use a possessive or plural form of the PN Mark. PN word
\nmarks must always be used as adjectives followed by a generic term (such as
\n“software” or “system”), and never as nouns or verbs.<\/p>\n
3. Progressive Networks is the owner of all right, title, and interest in the
\nPN Marks and Licensee agrees that it will not challenge the validity of
\nProgressive Networks’ ownership of the PN Marks. Licensees shall not
\nreproduce or use (or authorize the reproduction or use of) the PN Marks in
\nany manner other than expressly authorized by Progressive Networks.<\/p>\n
4. Progressive Networks may from time to time modify the PN Marks.
\nProgressive Networks will use commercially reasonable efforts to give
\nlicensees advance notice of such modifications.<\/p>\n
5. In order to assure compliance, you will, upon request from Progressive
\nNetworks, provide samples of any marketing and advertising materials that
\ninclude the PN Marks.<\/p>\n
6. In any place where they appear together, the PN Marks and any associated
\ntext must be at least as large as the trademark and text of another vendor.<\/p>\n
IMPORTANT INFORMATION ABOUT USING THE TEXT FORM
\n of the Word RealNetworks -Registered Trademark-<\/p>\n
1. When using the word RealNetworks, use the registered trademark symbol
\n-Registered Trademark-symbol, as indicated in the above example, on the most
\nprominent (or if none is prominent, the first) appearance of its use on a
\npage. For any PN Mark that is not registered, the -TM- symbol should be used
\nin place of the registered trademark symbol -Registered Trademark-. Once
\nmarked with the -Registered Trademark- symbol, it is not normally necessary
\nto mark subsequent appearances of the trademark in the piece.<\/p>\n
2. When using the word RealNetworks, never vary the spelling, add or delete
\nhyphens, make one word two, or use a possessive or plural form of the word.
\nRealNetworks must always be used as an adjective followed by a generic
\nterm'(such as “software” or “system”), and never as a noun or verb.<\/p>\n
[LOGO] NETWORK COMPUTER, INC.
\n——————————————————————————-<\/p>\n
NCI-TM- RESELLER PRICE LIST
\n VALID SEPTEMBER 1ST TO NOVEMBER 30, 1998
\n NCI-TM- CUSTOM CONNECT-TM- SERVER SUITE<\/p>\n
CUSTOM CONNECT SERVER SUITE DEVELOPMENT LICENSES
\n——————————————————————————-<\/p>\n
The Custom Connect development license is sold to service providers who are
\ndeveloping and installing a Custom Connect system to service NCI clients. The
\nlicense entitles the service provider to develop, customize and install the
\nCustom Connect components and test those components against a defined number of
\nclient devices in a development environment only. By purchasing the license, the
\nservice provider agrees to the following:<\/p>\n
1) License is a distribute and use license only<\/p>\n
2) Service provider will distribute client software updates online as
\n required by the OEM<\/p>\n
3) Service provider will only update client boxes with NCI-supplied client
\n software appropriate to the OEM<\/p>\n
\n\nPART # DESCRIPTION PRICE
\n—— ———– —–
\n
\nN105 I0 Custom Connect Server Suite for Windows NT $215,000
\nN10530 Custom Connect Server Suite for Solaris UNIX $215,000<\/p>\nN10540 Custom Connect Server Developer License $35,000
\n Allows the customer to install and use the SDK tools for Custom Connect<\/p>\n
N10550 Custom Connect Server Replication Fee – per server $30,000
\n Allows the customer to deploy on multiple server systems for scaling and redundancy<\/p>\n
<\/c><\/c><\/s><\/caption>\n<\/table>\n
CUSTOM CONNECT SERVER DEPLOYMENT LICENSES
\n——————————————————————————-<\/p>\n
The deployment license is sold to ISPs who are providing service to the NCI
\nsoftware. Software for client software updates will be provided through NCI. By
\npurchasing the license, the ISP must agree to the following:<\/p>\n
1) License is a distribute and use license only<\/p>\n
2) ISP will distribute client software updates online as needed by the OEM<\/p>\n
3) ISP will only update client boxes with the appropriate OEM client
\n software<\/p>\n
CUSTOM CONNECT SERVER DEPLOYMENT LICENSE FEES–MONTHLY PAYMENT<\/p>\n
The monthly payment includes all support, maintenance and upgrades (specified)
\nfor the CCS and TV Navigator software.<\/p>\n
\n\n PRICE PER SUB PER MONTH
\n ————————–
\n PART # DESCRIPTION W\/MINORS W\/MAJORS
\n —— ———– ——– ——–
\n
\nN10651 0 to 50K license fee per active client $3.00 $3.30
\nN10652 50,001 to 100K license fee per active client $2.60 $2.85
\nN10653 100,001 to 250K license fee per active client $2.25 $2.50
\nN10654 250,001 to 500K license fee per active client $2.00 $2.20
\nN10655 500,001 to IM license fee per active client $1.75 $1.95
\nN10656 1M+ license fee per active client $1.40 $1.55<\/p>\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n
CUSTOM CONNECT SERVER DEPLOYMENT LICENSE FEES–ONE-TIME PAYMENT<\/p>\n
The one-time payment does not include support, maintenance or upgrades that are
\npurchased through an NCI Support program listed at the end of this price list.<\/p>\n
\n\n PART # DESCRIPTION PRICE
\n —— ———– —–
\n
\nN10751 0 to 50K license fee per activated client $48.00
\nN10752 50,001 to 100K license fee per activated client $41.00
\nN10753 100,001 to 250K license fee per activated client $35.00
\nN10754 250,001 to 500K license fee per activated client $31.00
\nN10755 500,001 to 1M license fee per activated client $27.00
\nN10756 IM+ license fee per activated client $23.00<\/p>\n<\/c><\/c><\/s><\/caption>\n<\/table>\n
[LOGO] NETWORK COMPUTER, INC.
\n——————————————————————————-<\/p>\n
CUSTOM CONNECT SERVER DEPLOYMENT LICENSE FEES–MULTI-USER, ONE-TIME PAYMENT <\/p>\n
Multi-user is defined as more than six users per device (i.e.–kiosk, office
\nsetting, hotel). The multi-user, one-time payment does not include support,
\nmaintenance or upgrades that are purchased through an NCI Support program
\nlisted at the end of this price list.<\/p>\n
\n\nPART # DESCRIPTION PRICE
\n—— ———– —–
\n
\nN10851 0 to 250 license fee per activated client $100.00
\nN10852 251 to 1K license fee per activated client $80.00
\nN10853 1,001 to 2,500 license fee per activated client $70.00
\nN10854 2,501 to 5,000 license fee per activated client $62.00
\nN10855 5,001 to 10,000 license fee per activated client $56.00
\nN10856 10,001 + license fee per activated client $50.00<\/p>\n<\/c><\/c><\/s><\/caption>\n<\/table>\n
Page 2<\/p>\n
[LOGO] NETWORK COMPUTER, INC.
\n——————————————————————————-<\/p>\n
NCI-TM- NC ADMINISTRATION SERVER-TM- AND NC DESKTOP-TM-<\/p>\n
NC ADMINISTRATION SERVER DEPLOYMENT LICENSES
\n——————————————————————————-<\/p>\n
\n
\nN50600 NC Administration Server for Solaris $995.00
\n Includes 5 NC Desktop user licenses and 5 NC Cards<\/p>\nN50700 NC Administration Server for Windows NT $995.00
\n Includes 5 NC Desktop user licenses and 5 NC Cards
\n<\/c><\/c><\/s><\/table>\n
\n\nNC DESKTOP DEPLOYMENT LICENSES
\n——————————————————————————-<\/p>\n
\nN50601 0-1,000 client license per unit $149.00
\nN50602 1,001-2,500 client license per unit $139.00
\nN50603 2,501-10,000 client license per unit $119.00
\nN50604 10,000+ NC client license per unit $ 99.00<\/p>\nN10120 Smart card–per unit, 4 color artwork $5, no discount available<\/p>\n
<\/c><\/c><\/s><\/caption>\n<\/table>\n
SUPPORT PROVIDED AND PRICED THROUGH ORACLE<\/p>\n
Page 3<\/p>\n
[LOGO] NETWORK COMPUTER, INC.
\n——————————————————————————-<\/p>\n
NCI-TM- DEVELOPMENT TOOLS AND TRAINING<\/p>\n
\n\nDEVELOPMENT KITS
\n——————————————————————————-<\/p>\n
\nN28900 TV Navigator SDK for x86–40-bit encryption $70,000<\/p>\n This SDK is for customers who need to add or modify functionality
\n of the applications or drivers provided with the TV Navigator client.
\n Customer must be proficient in C\/C++, HTML and JavaScript.<\/p>\n
— Software, documentation and first user license for SDK and
\n WindRiver Tornado tools<\/p>\n
— NT150 Hardware Reference Platform unit<\/p>\n
N28901 TV Navigator SDK for x86–non-SSL version $70,000<\/p>\n
N28905 TV Navigator SDK for x86–additional user license $30,000<\/p>\n
— Additional user license and documentation for SDK, Tornado tools<\/p>\n
— NT150 Hardware Reference Platform unit<\/p>\n
N28920 TV Navigator Customization Kit–40-bit encryption $50,000<\/p>\n
This kit includes all the tools and content necessary to customize,
\n test, and deploy new versions of the TV Navigator user
\n interface. Also enables the creation of new HTML and JavaScript
\n applications. Customer needs to be proficient in HTML and
\n JavaScript.<\/p>\n
— Includes software, first user license, NT150 Hardware Reference
\n Platform, floppy drive kit<\/p>\n
N28921 TV Navigator Customization Kit–non-SSL version $50,000<\/p>\n
N28922 TV Navigator Customization Kit–128-bit encryption version $50,000<\/p>\n
N28925 TV Navigator Customization Kit $20,000<\/p>\n
— Additional user license and NT150 Hardware Reference Platform unit<\/p>\n
N28910 TV Navigator Content Development Kit no charge
\n This kit is for customers who need to modify or create server side HTML and
\n JavaScript based pages.<\/p>\n
N67220 TV Navigator Content Development Kit phone support, per registered user $1,000 per month, up front<\/p>\n
<\/c><\/c><\/s><\/caption>\n<\/table>\n
TRAINING
\n——————————————————————————-<\/p>\n
Training cannot be discounted and is subject to availability. For all
\ntraining classes, no credits will be issued for seats not filled in a class.
\nCustomer may cancel up to 5 business days before the class and receive a credit,
\notherwise, class fee will be collected and no spot held in the next training
\nclass.<\/p>\n
\n
\nN65100 TV Navigator SDK training–1 day training at NCI for up to five
\n participants $5,000<\/p>\n This course covers the use of the SDK tools as well as setting up
\n the tool environment (Tornado)<\/p>\n
N65200 TV Navigator Customization Kit training–1 day training at NCI for up to five participants $5,000
\n This course covers how to create\/modify applications in the TV Navigator environment<\/p>\n
N67100 Custom Connect Server training–2 day training at NCI for up to $8,000
\n five participants <\/p>\n
This course covers how to install and maintain the Custom Connect
\n Server environment<\/p>\n
N68100 NC Administration Server training–2 day training at NCI for up to five participants $8,000
\n This course covers how to install and maintain the NC Server environment<\/p>\n
<\/c><\/c><\/s><\/table>\n
Page 4<\/p>\n
[LOGO] NETWORK COMPUTER, INC.
\n——————————————————————————-<\/p>\n
NCI-TM- RESELLER PRICE LIST- JAPAN ADDENDUM
\n VALID JUNE 1ST TO AUGUST 31, 1998<\/p>\n
Custom Connect Server Deployment License Fees—ONE-TIME PAYMENT
\nThe one-time payment does not include support, maintenance or upgrades that
\nare purchased through Oracle Support<\/p>\n
\n\nPART # DESCRIPTION PRICE
\n—— ———– —–
\n
\nN10751 0 to 50K license fee per activated client $36.00
\nN10752 50,001 to 100K license fee per activated client $34.00
\nN10753 100,001 to 250K license fee per activated client $32.00
\nN10754 250,001 to 500K license fee per activated client $30.00
\nN10755 500,001 to IM license fee per activated client $28.00
\nN10756 1M+ license fee per activated client $25.00<\/p>\n NCI-TM- NC ADMINISTRATION SERVER-TM- AND NC DESKTOP-TM-<\/p>\n
NC DESKTOP DEPLOYMENT LICENSES
\n—————————————————————————————-
\nN50701 0-1,000 client license per unit $195.00
\nN50702 1,001-2,500 client license per unit $169.00
\nN50703 2,501-10,000 client license per unit $139.00
\nN50704 10,000+ client license per unit $119.00<\/p>\n
<\/c><\/c><\/s><\/caption>\n<\/table>\n
Page 5<\/p>\n
NETWORK COMPUTER INC.<\/p>\n
SIGNATURE
\n NCI IDENTITY GUIDELINES<\/p>\n
[LOGO]<\/p>\n
THE CORPORATE SIGNATURE IS THE MOST POWERFUL ELEMENT OF THE NCI CORPORATE
\nIDENTITY. IT’S EXISTENCE WITHOUT FURTHER EXPLANATION IDENTIFIES A PRODUCT OR
\nSERVICE WHICH BELONGS TO NCI LIKE YOUR OWN SIGNATURE, ITS CONSISTENT
\nAPPEARANCE IS ESSENTIAL TO PRESERVING ITS INDIVIDUALITY.<\/p>\n
THE NCI CORPORATE IDENTITY PROGRAM PROVIDES APPROVED GUIDELINES FOR
\nUSING THE CORPORATE SIGNATURE. PROPER USAGE OF OUR SIGNATURE ALLOWS
\nCUSTOMERS, PARTNERS, PRESS, ANALYSTS AND THE PUBLIC TO EASILY RECOGNIZE AND
\nIDENTIFY THE NCI BRAND.<\/p>\n
SIGNATURE ELEMENTS AND USAGE<\/p>\n
The NCI corporate signature consists of the logotype–the letters “N” and “C”
\ncentered on either side of a bar with the superscript-TM- always
\nfollowing and the tagline “Network Computer, Inc.” The following guidelines
\nare designed to help you apply the logotype and tagline properly.<\/p>\n
NCI SOFTWARE BRAND<\/p>\n
The logo without the tagline is used to denote NO, software. This brand logo
\nshould be used on devices and by manufacturers in promotion of the software.
\nAll signature guidelines apply.<\/p>\n
\n\nLOGOTYPE TRADEMARK USAGE
\n————————— ———————————
\n
\nTHE NCI LOGOTYPE IS THE THE SUPERSCRIPT -TM- SHOULD
\nMAIN ELEMENT OF OUR COMPANY ALWAYS FOLLOW THE LOGOTYPE
\nSIGNATURE. IT SHOULD ALWAYS ALIGNED TO THE TOP RIGHT OF
\nBE THE DOMINANT ELEMENT OF THE “C’: THE -Trademark- SHOULD
\nTHE SIGNATURE. ALWAYS APPEAR WITH THE LOGO.<\/p>\n<\/c><\/s><\/caption>\n<\/table>\n
[Logo]<\/p>\n
\n\nTAGLINE TAGLINE USAGE
\n—————————- ——————————<\/p>\n
\nTHE TAGLINE IS A SECONDARY RED BAR. THE TAGLINE IS NOT THE TAGLINE IS OMITTED WHEN
\nELEMENT OF THE SIGNATURE. IT TO BE REPLACED BY, OR USED THE LENGTH OF THE LOGOTYPE IS
\nSHOULD BE SET IN BANK GOTHIC IN CONJUNCTION WITH OTHER LESS THAN 25 MM (6 PICAS),
\nMEDIUM AND JUSTIFIED LEFT TAGLINES AND MUST ALWAYS THE STANDARD SIZE FOR MOST
\nAND RIGHT WITH THE LOGOTYPE, APPEAR IN THE ENGLISH COLLATERAL APPLICATIONS. THE
\nITS PLACEMENT IS DETERMINED, LANGUAGE, TAGLINE SHOULD NOT BE USED
\nAS ABOVE, BY THE HEIGHT OF WHEN THE SIGNATURE IS PLACED
\n“X,” WHICH IS EXACTLY THREE WITHIN AN ADDRESS BLOCK, SUCH
\n(3) TIMES THE WIDTH OF THE AS ON THE BACK OF BROCHURES.<\/p>\n<\/c><\/c><\/s><\/caption>\n<\/table>\n
SIGNATURE STAGING<\/p>\n
Staging refers to the area directly surrounding the signature. To ensure its
\nvisibility and integrity, the no: signature staging area must be clear of
\nother elements such as type, images, or other signatures.<\/p>\n
[Logo]<\/p>\n
\n
\n SIGNATURE
\n CLEARSPACE<\/p>\n THE CLEARSPACE SURROUNDING
\n ALL SIDES OF THE SIGNATURE
\n IS ALWAYS EQUAL TO THE HEIGHT
\n OF THE RED BAR.<\/p>\n
SIGNATURE USAGE WITH PARTNER LOGOS<\/p>\n
When combined, the NCI and partner logos must be applied correctly and with
\nproper respect to each other. The NCI and partner logos should be in similar
\nsize. Examples of partnership logos are shown below.<\/p>\n
<\/c><\/s><\/table>\n
SIGNATURE COLORS<\/p>\n
The consistent and correct use of NCI colors is essential to creating and
\nmaintaining a strong worldwide brand identity. The NCI logotype should be
\nprinted only in NCI red and black on a white background, or the letters “N”
\nand “C” may be reversed to white on a black background. When printing on
\nbackgrounds other than white or black, use NCI, red and black logo on white
\nbackground. Please see “SIGNATURE STAGING” for space requirements. Specific
\nexamples are illustrated below.<\/p>\n
\n\n TWO OR MORE
\n COLORS
\n —————————–<\/p>\n
\n WHEN PRINTING WITH TWO OR
\n [Logo] MORE COLORS, THE LOGOTYPE
\n IS PRINTED WITH NCI RED
\n (OR, IF USING PROCESS COLORS,
\n 100 PERCENT MAGENTA AND
\n 100 PERCENT YELLOW). THE
\n TAGLINE IS PRINTED BLACK
\n WHEN ON A WHITE OR
\n [Logo] LIGHT-COLORED BACKGROUND, AND
\n WHITE WHEN ON A BLACK OR
\n DARK-COLORED BACKGROUND.
\n<\/c><\/s><\/caption>\n<\/table>\n\n\n ONE COLOR
\n —————————–<\/p>\n
\n WHEN PRINTING WITH ONE
\n COLOR, THE LOGOTYPE AND
\n [Logo] TAGLINE ARE PRINTED BLACK
\n ON A WHITE BACKGROUND, AND
\n WHITE ON A BLACK BACKGROUND.<\/p>\n [Logo] THE BOXES ON THE LEFT
\n ARE EXAMPLES OF BACKGROUNDS
\n ONLY. THE NCI SIGNATURE SHOULD
\n NOT BE USED IN ANY BOX.<\/p>\n
SPECIFICATIONS FOR NCI RED
\n AND BLUE CAN BE FOUND IN THE
\n COLOR SECTION OF THIS GUIDE.<\/p>\n
<\/c><\/s><\/caption>\n<\/table>\n
IMPROPER SIGNATURE USAGE<\/p>\n
Examples of established and approved corporate signatures are shown in the
\nSIGNATURE ELEMENTS section of this style guide. A selection of reproducible
\ncor-porate signatures is available on the NCI web site at www.nc.com. Below
\nare examples of improper signature usage.<\/p>\n
\n
\n [Logo] SIGNATURE COLORS SHOULD NOT
\n BE ALTERED IN ANY WAY.<\/p>\n [Logo] THE RELATIONSHIP OF LOGOTYPE TO
\n TAGLINE SHOULD NOT BE CHANGED.<\/p>\n
[Logo] NO PART OF THE SIGNATURE MAY BE
\n DISTORTED, REDRAWN, OR REDESIGNED.<\/p>\n
[Logo] THE TYPEFACE OF THE TAGLINE
\n SHOULD NOT BE CHANGED.<\/p>\n
[Logo] GRAPHIC ELEMENTS SHOULD NOT BE ADDED
\n TO THE SIGNATURE.<\/p>\n
[Logo] SIGNATURE COLORS SHOULD NOT
\n BE A PERCENTAGE OF A COLOR.<\/p>\n
<\/c><\/s><\/table>\n
SIGNATURE USAGE WITH HARDWARE<\/p>\n
For hardware devices, the NCI brand logo–the NCI logotype without the
\ntagline–should appear. It is importanT that it be represented clearly,
\nmaintaining the required space around the logo. Manufacturers should use the
\nstandard black and NCI red brand logo unless the device color is black. For
\nblack hardware, the optional NCI brand logo which includes “N” and “C” in
\nwhite with the NCI red line should be used. Please see SIGNATURE STAGING and
\nSIGNATURE USAGE WITH PARTNER LOGOS for more specific guidelines. The logo
\nshould never appear smaller than 20mm in width and shall maintain the correct
\naspect ratio.<\/p>\n
Hardware manufacturers with limitations that
\nprohibit the recommended placement and usage should
\ncontact an NCI representative. Below are examples
\nof how the NCI brand logo is represented on various
\nhardware devices.<\/p>\n
LOGO<\/p>\n
The Net brand logo should appear on OEM hardware in the same treatment as the
\nOEM logo. The following display methods are listed in order of preference.<\/p>\n
1) A molded, color logo that sits in a depressed area so that the top of the
\n logo is flush with the face of the device.<\/p>\n
2) A molded, color logo that sits on top of the face of the device.<\/p>\n
[Logo]<\/p>\n
SIGNATURE USAGE WITH HARDWARE (CONT.)<\/p>\n
SET TOP BOX<\/p>\n
The NCI. logo shall be placed on thefront bezel of the OEM product.
\nRecommended position is centered on the horizontal centerline of the
\nbezel. SEE PREVIOUS PAGE FOR EXAMPLE.<\/p>\n
DISPLAYS<\/p>\n
The NCI brand logo should be centered at the top of the device.<\/p>\n
[Logo]<\/p>\n
KEYBOARD AND REMOTE<\/p>\n
The NCI logo shall be placed on any remote control or keyboard bundled with
\nor sold in conjunction with the OEM product. Recommended position is centered
\nat the top or bottom of the top face of the remote or keyboard.<\/p>\n
[Logo]<\/p>\n
SMART CARD<\/p>\n
The NCI logo shall be placed on the topside of any smart card that is bundled
\nwith or sold in conjunction with the OEM product. The logo shall appear on
\nthe tab of the smart card that extends from the OEM product.<\/p>\n
[Logo]<\/p>\n
SIGNATURE USAGE WITH SOFTWARE<\/p>\n
When designing for television display, the Net brand logo–the NCI logotype
\nWITHOUT the tagline–should be used. It should never appear smaller than 47
\npixels in width and 18 pixels in height on any display 320 x 240 pixels or
\nlarger.<\/p>\n
In order to achieve image stabilization, logo colors may be altered for
\ntelevision display. We recommend equalizing the NCI logo so that the darkest
\nblack is 90% black and the lightest white is 10% black, In addition, it may
\nbe necessary to alter the NCI logo color to avoid video artifacts such as
\nchroma crawl, video bleeding, and clamping. If logo colors are changed, they
\nmust be made one color so that the “N “, the bar, and the “C” are all the
\nsame color.<\/p>\n
Software vendors with limitations that prohibit the placement and usage
\nshould contact your NCI representative.<\/p>\n
Detailed on-screen color guidelines and example NCI brand graphics and logos
\nare available from NCI.<\/p>\n
INITIAL POWER-ON<\/p>\n
At initial power-on or after power loss, the NCI logo shall display for no
\nless than five seconds immediately after the user turns on the OEM Product.<\/p>\n
SOFT POWER-ON<\/p>\n
An NCI logo shall display for no less than three seconds immediately after
\nthe user turns the O EM Product on from a soft power state (for example,
\npower has been supplied to the box since last use).<\/p>\n
[Logo]<\/p>\n
SIGNATURE USAGE WITH SOFTWARE (CONT.)<\/p>\n
STATUS BAR<\/p>\n
NCI reserves the right to determine the logo and\/or sound byte that shall be
\nplaced on the Status Bar. Note that this requirement applies to NCI
\napplications or core TV Navigator functionality that use the Status Bar.<\/p>\n
[Logo]<\/p>\n
MENU BAR<\/p>\n
NCI reserves the right to determine the logo that shall be placed on the Menu
\nBar.<\/p>\n
[Logo]<\/p>\n
TV BAR<\/p>\n
The NCI logo shall be placed on the TV Bar. In addition, a content portal
\nframe accessible from the TV Bar allows OEMs and ISP partners to provide a
\nlink to content or applications of their choosing in addition to the provided
\nNCI link.<\/p>\n
[Logo]<\/p>\n
SIGNATURE USAGE WITH ISP BRANDING<\/p>\n
On the default root page, default personalized root page, and favorite lists,
\nthe NCI logo as a selectable icon shall be placed in a prominent location and
\nshall be visible at all times without further navigation. If the background
\nis dynamic, the logo must be visible for at least 30 seconds each visit or
\nuntil the user leaves the page. A prominent location is defined as not
\nrequiring the user to scroll or otherwise navigate in order to see the logo
\non entrance to the page.<\/p>\n
The content provided through the NCI selectable icon or NCI content portal
\nshall not be blocked or restricted in any fashion except by user-elected
\nrestrictions (e.g., parental control filters).<\/p>\n
SIGNATURE USAGE WITH PROMOTIONAL MATERIALS<\/p>\n
AUTO DEMO<\/p>\n
The NCI logo will be included in any point of sale auto demo used to sell the
\nOEM product, The logo will be on-screen for no less than 5 seconds<\/p>\n
MARKETING MATERIALS<\/p>\n
The Net logo shall be placed on all major marketing or communications
\nmaterials created for the OEM product.<\/p>\n
PACKAGING<\/p>\n
The NCI logo shall be placed on the primary surfaces of all packaging for the
\nOEM product or peripherals.<\/p>\n
NCI USAGE AND TRADEMARK SPECIFICATIONS<\/p>\n
In writing about Network Computer, Inc., it is acceptable to use “NO,” as the
\ncompany name. Use the full company name followed by the abbreviation
\n-“Network Computer, Inc. (NCI)”- in the initial reference, and NCI in all
\nother references.<\/p>\n
A trademark is a name, symbol, logotype, or signature that identifies a
\ncompany, product, or service. Please use the following guidelines for
\ntrademark usage:<\/p>\n
— The trademark symbol should appear next to the first reference to NCI
\n and any other name which is a trademark of NCI.<\/p>\n
— “NCI” should be used as a noun, and should not be made plural,
\n possessive or hyphenated.<\/p>\n
For example: NCI develops software for Internet appliances.<\/p>\n
— The Statement “NCI is a trademark of Network Computer, Inc.” must be
\n used as a trademark citation in the appropriate area of the printed
\n piece, usually at the end of a document or on the copyright page.<\/p>\n
— When referencing other companies’ trademarks, the following statement
\n should be included as a footnote to the text: “All other company and
\n product names mentioned are used for identification purposes only, and
\n may be trademarks of their respective owners.”<\/p>\n
Further information regarding NCI trademarks may be obtained from your NCI
\nrepresentative,<\/p>\n
TYPOGRAPHY<\/p>\n
In order to create and maintain a consistent look throughout our corporate
\nidentity program, the same families\/style of typography should be used at all
\ntimes. The type fonts used by N =l are Bank Gothic Medium, Adobe Garamond
\nRegular, and Adobe Garamond Italic. Letter spacing and line spacing (leading)
\nhave been carefully constructed and should not be respaced, reset, or
\notherwise altered.<\/p>\n
\n\n
\n [Logo] BANK GOTHIC
\n MEDIUM
\n —————————–<\/p>\n THIS TYPE\/FACE IS USED
\n PREDOMINANTLY IN TITLES AND
\n HEADINGS. IT IS THE ONLY
\n MEMBER OF THE BANK GOTHIC
\n FAMILY THAT IS TO BE USED.
\n WORDS APPEARING IN THIS
\n TYPEFACE SHOULD ALWAYS BE
\n TYPED IN ALL CAPITOL LETTERS.
\n ITS PROPER USAGE IS SPECIFIED
\n ACCORDING TO THE APPLICATION.<\/p>\n
[Logo] ADOBE GARAMOND
\n REGULAR<\/p>\n
THE USE OF ADOBE GARAMOND REGULAR
\n VARIES FROM TITLES TO TEXT. THIS
\n FAMILY OF GARAMOND DIFFERS FROM
\n OTHER STYLES AND SHOULD BE USED
\n AT ALL TIMES. ITS PROPER USAGE IS
\n SPECIFIED ACCORDING TO THE APPLICATION.<\/p>\n
[Logo] ADOBE GARAMOND
\n ITALIC<\/p>\n
ADOBE GARAMOND ITALIC GENERALLY
\n APPEARS IN CAPTIONS TO CHARTS AND IMAGES,
\n AND TO EMPHASIZE SPECIFIC INFORMATION.
\n ITS PROPER USAGE IS SPECIFIED ACCORDING TO THE
\n APPLICATION.<\/p>\n
<\/c><\/s><\/caption>\n<\/table>\n
COLOR<\/p>\n
Color is a very important part of the NCI identity. Its application is
\nspecified for the signature, type, and various other elements used in our
\ncollateral. Properly used, it helps customers, vendors, and employees,
\nidentify NCI quickly and easily,<\/p>\n
[Logo]<\/p>\n
\n\n
\nNCI RED BLACK NCI BLUE
\n———————————– ———————————– ———————————–<\/p>\nNCI RED IS USED MAINLY AS THE BLACK IS USED FOR THE SIGNATURE NCI BLUE IS USED IN A VARIETY
\nSIGNATURE COLOR. ITS USE IN WHEN PRINTING IN ONLY ONE COLOR. OF APPLICATIONS. IT DOES NOT
\nOTHER AREAS OF A PIECE SHOULD THE TAGLINE ALWAYS PRINTS BLACK, DETRACT FROM THE IMPACT OF
\nBE LIMITED SO AS NOT TO DETRACT EXCEPT WHEN IT REVERSES TO WHITE THE NCI RED AND IS LEGIBLE
\nFROM THE SIGNATURE. THE PANTONE OUT OF A BLACK BACKGROUND. WHEN USED FOR TEXT. THIS
\nMATCHING SYSTEM EQUIVALENT IS 485. COLOR CANNOT BE REPRESENTED
\nTHE 4-COLOR PROCESS EQUIVALENT IS BY A PERCENTAGE OF BLACK. IT
\n100 PERCENT MAGENTA AND 100 PERCENT SHOULD NOT BE REPRESENTED
\nYELLOW. BY ITS 4-COLOR EQUIVALENT. THE
\n PANTONE MATCHING SYSTEM
\n EQUIVALENT IS 5405.<\/p>\n
<\/c><\/c><\/s><\/caption>\n<\/table>\n
\n\n
\n DESIGN TIP
\n ——————————
\n WHEN CHOOSING A COLOR PALETTE,
\n COLORS SHOULD NOT OVERWHELM THE
\n NCI RED. THE SIGNATURE AND ITS
\n COLOR SHOULD NEVER LOSE IMPACT
\n DUE TO A BRIGHTER COLOR.<\/p>\n<\/c><\/s><\/caption>\n<\/table>\n
GLOSSARY<\/p>\n
BASELINE<\/p>\n
The imaginary line along which the bottom edge of most lower case and all
\ncapital letters align.<\/p>\n
BLEED<\/p>\n
An image that extends beyond the trim marks of a page or other defined area
\nis said to “bleed.”<\/p>\n
CAP HEIGHT<\/p>\n
The height of an upper case or capital letter.<\/p>\n
COMPENDIA<\/p>\n
Independent or supporting materials, such as CD-ROM, Video, Audio, Electronic
\nMedia.<\/p>\n
CORPORATE SIGNATURE<\/p>\n
The NCI corporate signature consists of the Corporate logotype, tagline, and
\nappropriate trademarks.<\/p>\n
EM<\/p>\n
A unit of measurement used with type which is exactly as wide and as high as
\nthe point size being set.<\/p>\n
FLUSH<\/p>\n
This typographic term refers to the alignment of successive lines of type
\nwith either margin. (As opposed to “random.”)<\/p>\n
FONT
\nSee Typeface.<\/p>\n
GRID An arrangement of horizontal and vertical divisions that serve as
\npositioning guidelines.<\/p>\n
LEADING<\/p>\n
Leading is the amount of space, measured in points, between lines of type.<\/p>\n
LETTER SPACING<\/p>\n
This refers to the amount of space between individual letters of typeset copy.<\/p>\n
LOGOTYPE<\/p>\n
This refers to the corporate and product names in their specified typographic
\nform only.<\/p>\n
PANTONE MATCHING SYSTEM<\/p>\n
This is a standardized color system known around the world.<\/p>\n
GLOSSARY (CONT.)<\/p>\n
PICA<\/p>\n
The pica is the basic typographic unit of measurement; there are six picas to
\none inch \/ 25.4 mm.<\/p>\n
POINT<\/p>\n
The point is the smallest unit of measurement used in
\ntypesetting and printing. Twelve points equal one pica;
\nthere are 72 points to one inch \/ 25.4 mm.<\/p>\n
RULE<\/p>\n
This is a straight line produced by either commercial
\ntypesetting equipment or by hand.<\/p>\n
SANS SERIF<\/p>\n
A typeface without serifs is referred to as sans serif.<\/p>\n
SERIF<\/p>\n
A serif is the short line that angles from the main stroke of a letter.<\/p>\n
SPACE ABOVE\/SPACE AFTER<\/p>\n
These typesetting terms are used by QuarkXPRESS to denote spacing between
\nitems. Refer to the Formats dialogue box found under Style.<\/p>\n
TRADEMARK<\/p>\n
A trademark is a name, symbol, logotype, or signature that identifies a
\ncompany, product, or service. Trademarks may be officially registered and may
\nonly be used by the owner or manufacturer.<\/p>\n
UPPER CASE, LOWER CASE[<\/p>\n
These typographic terms refer to the use of capital letters (upper case) and
\nsmall letters (lower case).<\/p>\n
TYPEFACE<\/p>\n
The particular design of a complete set of letters, numbers, and punctuation
\nis called a typeface. It is also referred to as a font.<\/p>\n
[Logo]<\/p>\n
[Logo]<\/p>\n
NETWORK COMPUTER INC.
\n100 BRIDGE PARKWAY
\nREDWOOD SHORES
\nCALIFORNIA 94065
\nU.S.A.<\/p>\n
PHONE +650.631-4683
\nFAX +650.631.4683<\/p>\n
HTTP:\/\/WWW.NC.COM<\/p>\n
NCI IS A REGISTERED TRADEMARK OF NETWORK COMPUTER, INCORPORATED.
\n ORACLE IS A REGISTERED TRADEMARK OF ORACLE CORPORATION.<\/p>\n
COPYRIGHT 1998, NETWORK COMPUTER, INC. ALL RIGHTS RESERVED,
\n PRINTED IN THE U.S.A.<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8051,8419],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9613,9616],"class_list":["post-42904","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-liberate-technologies","corporate_contracts_companies-oracle-corp","corporate_contracts_industries-technology__software","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42904","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42904"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42904"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42904"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42904"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}