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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
Licensee will not be permitted to use the Trademarks
(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
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
(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
(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
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.
If you accept the terms of this license, please enter your
email address below and click Accept. Otherwise click
return to the MathPlayer Home page.