The MathPlayer Logo 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 use of specified DSI trademarks and will become effective upon acceptance by you on behalf of Licensee. If you do not wish to accept the terms of this Agreement on behalf of Licensee, click here and Licensee will not be permitted to use the Trademarks

2. LICENSE.

(a) License Grant. Upon the acceptance of this Agreement DSI hereby grants to Licensee, and Licensee accepts, a worldwide, nonexclusive, nontransferable, personal right to use, under the terms of this Agreement, the "Download MathPlayer" and "Powered by MathPlayer" logos (Logos).

(b) License Restrictions. Nothing in this Agreement shall give Licensee any right, title or interest in the Logos, other than the license rights granted herein. Licensee shall not assign, transfer or sublicense this Agreement (or any right granted herein) without the prior written consent of DSI. Licensee agrees not to use the Logos in any way that would disparage or injure DSI's reputation for high quality.

3. USE AND GUIDELINES.

(a) Use. The Logos may be used only to identify DSI as the source of DSI products and, as specifically indicated below, to link to DSI's official Web site (currently http://www.dessci.com) and/or a DSI technology download page. Licensee may use the Logos solely as an indicator of an active link to DSI's official web site and in conjunction with DSI's plug-in product for rendering mathematics available for download at http://www.dessci.com/mathplayer.

(b) Guidelines for Use of Logos. Licensee may use the Logos so long as such use complies with this Agreement. In addition:

(i) You shall only display the Logos on your web site and not in any other manner. The Logos must always be an indicator of an active link in accordance with the guidelines indicated herein;

(ii) The Logos must appear with a minimum spacing (equal to the height of the logo) between each side of the logo and any graphical or textual elements on your page;

(iv) The Logos shall not be altered in any way, including but not limited to, skewing, changing the color, rotating, separating logo elements or changing a typeface;

(v) You may reproduce the Logos only from electronic files provided by DSI;

(v) You may only display the Logos on a web page that makes accurate references to DSI or its products;

(vi) You may not display the Logos in any manner that implies affiliation with, sponsorship, or endorsement by DSI;

(vii) You may not display the Logos on any web site that disparages DSI or its products, infringes DSI's intellectual property, or violates any state, federal, or international laws.

(c) Protecting Logos. Licensee acknowledges DSI's ownership of the Logos. 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 Logos by Licensee will inure to the benefit of DSI. Licensee will not use the Logos in any way as an endorsement or sponsorship by DSI of a Licensee product, or Licensee's Web site, services, information or other content.

4. QUALITY STANDARD; INSPECTION AND APPROVAL.

(a) Standard. Licensee agrees to maintain the quality of Licensee's use of the Logos that meets or exceeds industry standards.

(b) Inspection. Upon reasonable request from DSI, Licensee shall notify DSI of the locations of Licensee's use of the Logos and/or furnish DSI with suitable specimens of Licensee's use of the Logos. DSI may review Licensee's use of the Logos periodically to evaluate Licensee's compliance with the quality standards described in this Agreement. Licensee shall remedy any material deficiencies in its use of the Logos, upon reasonable notice from DSI.

(c) Licensee's Liability. Licensee shall indemnify, defend, and hold harmless DSI from and against any claims relating to Licensee's use of the Logos that does not comply with this Agreement.

5. WARRANTY, INDEMNIFICATION, AND LIMITATION OF LIABILITY.

(a) Noninfringement. DSI represents and warrants that use of the Logos in the United States in compliance with this Agreement does not infringe any third party's United States trademark.

(b) Indemnification. Subject to 5(c) below, DSI agrees to indemnify, defend, and hold Licensee harmless from and against damages, costs, and expenses (including reasonable attorneys' fees) incurred in connection with a claim which, if true, would constitute a breach of the foregoing warranty, provided DSI is notified promptly in writing of any applicable infringement claim and has sole control over its defense or settlement, and Licensee provides reasonable assistance in the defense of the same. If DSI, at its discretion, provides Licensee with substitute Logos hereunder, Licensee shall bear all liability for continued use of the previous Logos. DSI shall have no liability under this Section 5 if the Logos used by Licensee are not reproduced from electronic files provided by DSI.

(c) Limitation of Liability. DSI MAKES NO OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE LOGO. IN NO EVENT SHALL DSI BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES (INCLUDING LOSS OF BUSINESS PROFITS) ARISING FROM OR RELATED TO LICENSEE'S USE OF THE LOGO, EVEN IF DSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. TERM AND TERMINATION. The date of acceptance of this Agreement by Licensee shall be the Effective Date of this Agreement. The term of this Agreement shall be for a period of three (3) years from the Effective Date and will automatically renew for successive one year terms unless either party gives the other party written notice that it will not renew the agreement at least thirty (30) days in advance of the renewal date. DSI shall have the right to terminate this Agreement with cause upon fifteen (15) days prior written notice if it determines, in its sole discretion, that Licensee is not using the Logos in compliance with this Agreement. DSI may terminate this Agreement for any reason upon sixty (60) days prior written notice. From and after termination or expiration of this Agreement, Licensee shall cease and desist from all use of the Logos.

7. 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.

8. MISCELLANEOUS. 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.

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.

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.

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