MathPlayer Distribution License Agreement

This Agreement contains a license from Design Science, Inc., a California corporation having its principal place of business at 140 Pine Avenue, 4th Floor, Long Beach, CA 90802 ("DSI"), for distribution of DSI's MathPlayer ("Software"). Upon the acceptance of this Agreement, and verification by DSI, DSI shall grant to Licensee, a nonexclusive, nontransferable, personal license to distribute the Software as set forth below.

1. License

Pursuant to the terms and conditions of the Agreement, DSI grants to Licensee a non-exclusive, non-transferable, worldwide license to use the Software, reproduce the Software and distribute the Software to end users, by the following means:

1. On computers under licensee's control in order to allow the downloading and installing of the Software onto computers within your internal network;
2. On physical media (such as floppies, CD-ROMs, hard disk, etc.).

2. REQUIREMENTS

Licensee agrees to acknowledge use of the Software in their content subject to the following requirements:

1. If Licensee is distributing the Software via download from a web server, the "Download MathPlayer" logo shall be included in Licensee's content that makes use of the Software.
2. If Licensee is distributing the Software on physical media, the "Powered by MathPlayer" logo shall be included in Licensee's content that makes use of the Software.
3. Use of the "Download MathPlayer" and "Powered by MathPlayer" logo shall be in accordance with instructions supplied by DSI upon acceptance of this agreement.

Licensee agrees to provide valid contact information including both a street address and email address immediately upon acceptance of the Agreement.

3. Restrictions

1. You may not sell, rent, lease, resell for profit, or otherwise receive compensation for the Software.
2. You may not distribute the Software to display content for which compensation is paid to you or anyone.
3. You may not distribute the Software to display content that is ancillary to products in which there is compensation paid to you or anyone.
4. You may not make the Software accessible from the Internet.
5. You must use the installer provided by DSI and may not modify the installed files or alter the way they are installed.
6. You may not use the "Download MathPlayer" and "Powered by MathPlayer" logo in any way that would disparage or injure DSI's reputation for high quality.

4. UPDATES

From time to time, DSI will notify Licensee by email of updates to the Software and "Download MathPlayer" and "Powered by MathPlayer" logo. Licensee is required to download and distribute any updates on Licensee's Intranet or with Licensee's product as soon as practical, but no later than six (6) months after notification from DSI.

5. No Modification

You may not adapt, translate, alter or modify the Software in any way, including without limitation, remove the installer program, electronic end user license agreement, "About" screen, or any copyright or other proprietary notice that appears in the Software. You shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software.

6. Transfer

You may not rent, lease, sublicense, assign or transfer your rights under this Agreement, or authorize all or any portion of the Software to be copied except as may be expressly permitted herein.

7. Indemnification

You agree to indemnify, hold harmless and defend DSI from and against any claims, lawsuits, damages, expenses and costs, including attorneys' fees, that arise or result from your reproduction and/or distribution of the Software, provided, however, that your indemnification obligation will not apply to claims or lawsuits arising out of a claim that either the Software, by itself or in combination with software or hardware not provided by you, infringes any third party patent, copyright, trademark or other intellectual property right. The foregoing exception will not apply to claims arising out of the combination of the Software with other software provided by you. DSI will give you prompt written notice of any claim or lawsuit to which your indemnification obligation applies and cooperate with you, at your expense, in defending or settling such claim or lawsuit.

8. Intellectual Property Ownership, Copyright Protection

The Software and any authorized copies that you make are the intellectual property of and are owned by DSI. The structure, organization and code of the Software are the valuable trade secrets and confidential information of DSI. The Software is protected by law, including without limitation the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by DSI.

9. Protecting Logo

Licensee acknowledges DSI's ownership of the "Download MathPlayer" and "Powered by MathPlayer" logo. Licensee shall employ best efforts to use the logos in a manner that does not derogate from DSI's rights in the logos and will take no action that will interfere with or diminish DSI's rights in the logos. All uses of the logo by Licensee will inure to the benefit of DSI. Licensee will not use the logo in any way as an endorsement or sponsorship by DSI of a Licensee product, or Licensee's Web site, services, information or other content.

10. No Warranty

The Software is made available to you for reproduction and distribution "AS IS" and DSI makes no warranty as to its use or performance. DSI DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS OBTAINED BY USING THE SOFTWARE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, DSI MAKES NO WARRANTIES, CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. You agree that you shall not make any warranty, express or implied, on behalf of DSI.

11. Limitation of Liability

IN NO EVENT WILL DSI BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A DSI REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. DSI'S AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY.

12. Export Rules

You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Software is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation and that you are not otherwise prohibited under the Export Laws from distributing the Software. All rights granted under this Agreement are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California. Licensee hereby consents to jurisdiction and venue in the state and federal courts sitting in the State of California. If either party employs attorneys to enforce any rights arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and other expenses.

14. Term and Termination

This Agreement is effective until terminated. DSI has the right to terminate this Agreement (a) without cause upon ninety (90) days written notice, or (b) immediately if you fail to comply with any term of this Agreement. Upon any such termination, you must cease all reproduction and distribution of the Software, any use of the Trademark, and, upon request from DSI, destroy all copies of the Software in your possession along with certification of such destruction.

15. Notices

All notices under this Agreement shall be in writing and shall be deemed given if delivered personally, mailed by registered or certified mail, return receipt requested, or sent by facsimile with a receipt confirmed by telephone, to Licensee at the address set forth herein, to Design Science, Inc., 140 Pine Ave. 4th Floor, Long Beach, CA 90802.

16. No Waiver

No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement shall not be construed as creating a partnership, joint venture or agency relationship or as granting a franchise.

17. Entire Agreement

This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and shall not be amended except by a written agreement subsequent to the Effective Date and signed by authorized representatives of each party.

If you accept this agreement, click "Accept", then you will be presented with a form in which you will be asked to supply contact information. Once we have received your completed form we will email you information on how to distribute MathPlayer.

Otherwise click Decline to return to the MathPlayer home page.