Exhibit 10.40
MICROSOFT INTERNET EXPLORER
LICENSE AND DISTRIBUTION AGREEMENT
Document Version 4.0, April 10, 1998
This Internet Explorer License and Distribution Agreement ("Agreement") is made
and entered into this 2nd day of July, 1998 ("Effective Date") by and between
MICROSOFT CORPORATION, a Washington corporation located at Xxx Xxxxxxxxx Xxx,
Xxxxxxx, XX 00000-0000 ("Microsoft"), and PRODIGY SERVICES CORPORATION, a
Delaware corporation located at 00 X. Xxxxxxxx, Xxxxx Xxxxxx, XX 00000
("Company").
1. DEFINITIONS
(1) "Browsing Software" means software (whether part of an operating system
or available as a separate product) designed to view, render, browse or
otherwise interact with the Internet, the Web, and/or other public
networks now existing or hereafter created;
(2) "Email Client" means software which is used to compose, transmit,
retrieve, and read electronic messages using peer-to-peer, store and
forward, or similar email communication methods, whether part of an
operating system (e.g., Outlook Express in Windows 98) or available as a
separate product (e.g., Hotmail).
(3) "Internet Site" means Company's Web site(s).
(4) "Internet Product" means the Company-labeled product(s) and services
which provided (i) access to the Internet, (ii) printed or online
information about the Internet, and/or (iii) Content which is used or
viewed in conjunction with the Internet; provided, however, that
"Internet Product" does not include a personal computer.
(5) "Logo" means the "Microsoft(R) Internet Explorer" logo(s) (or any
successor(s) thereof) to be licensed to Company by separate agreement.
(6) "Licensed Software" means, in object code form only for Platforms in all
available languages requested by Company, the Microsoft software
identified in Exhibit A, as may be amended from time to time.
(7) "Platforms" means Windows 3.x (including Windows for Workgroups 3.x),
Windows 95, Windows 98, Windows NT, Apple Macintosh, and UNIX.
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2. LICENSE GRANTS, CONDITIONS & RESTRICTIONS
(1) Licensed Software. Microsoft grants to Company a nonexclusive, limited,
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worldwide, royalty-free license to use, reproduce and distribute
(directly and indirectly through Company's distributors) through
Company's distribution channels (including, but not limited to,
distribution via the Web) the Licensed Software solely as part of or for
use in conjunction with Company's Internet Product to Company's end user
customers and prospective end user customers. The foregoing license is
expressly subject to the following conditions:
(1) No Standalone Distribution. The Licensed Software may only be
distributed as part of or for use with Company's Internet Product,
and not as a "standalone" product; provided, however, that Company or
Company's sublicensees may distribute updates of the Licensed
Software separately for purposes of updating an existing end user
customer of an Internet Product.
(2) No Distribution Apart from Web Browsing Software and Email Client. No
component part(s) of the Licensed Software (e.g., NetShow,
NetMeeting) may be distributed separate from the Internet Explorer
and Outlook Express operating system updates or technologies.
(3) New Releases. If Microsoft makes a new release of Licensed Software
available, then: (i) Company shall use reasonable efforts to cease
reproduction and distribution of the older version of the Licensed
Software component and shall promptly commence reproduction and
distribution of the new release of the Licensed Software component
with Company's Internet Product, provided that Company may deplete is
existing inventory of Company's Internet Product containing a prior
version of the Licensed Software, (ii) Company shall make the new
release of Licensed Software available to its end user customers, and
(iii) Company shall use reasonable efforts to notify its end users
that a new release of the Licensed Software may be available from
Company (with indication of appropriate URL) or from Microsoft by at
lease including substantially the following notice on Company's main
public web site for the Internet Product: "A new version of the
Licensed Software (or component thereof) may be available. Please go
to [applicable Company URL] to update your software."
(4) End Users and Distributors. Company's sublicenses will not be
materially inconsistent with the terms and conditions of this
Agreement regarding rights granted by and obligations imposed upon
Company by Microsoft.
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(5) License Restrictions. The following restrictions apply to the
license grant in this Section 2: (i) Company may not reverse
engineer, decompile or disassemble the Licensed Software; (ii)
Company may not authorize further redistribution of the Licensed
Software by end users of Company's Internet Product; and (iii)
Company shall maintain and not alter or remove any copyright,
trademark, and other protective notices contained in the Licensed
Software, including the end user license agreement ("XXXX") which is
included in the setup installation of the Licensed Software. Company
shall also comply with the Guidelines.
3. COMPANY OBLIGATIONS
In partial consideration for the royalty-free license grants set forth in
Article 2 above, Company shall perform the following obligations:
(1) As a condition precedent to exercise of any rights under this Agreement,
Company shall accept the terms of the Microsoft Internet Explorer Logo
License Agreement ("Logo Agreement") located at
xxxx.xxxxxxxxx.xxx/xxxx.xxx#xxxxx.
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(2) Company shall provide Microsoft with a quarterly volume distribution
summary detailing the number of copies of the Licensed Software it has
distributed the quarter within forty-five (45) days following the end of
each calendar quarter. Such summary shall specify separately each
component, component version(s), and Platform(s) distributed and the
means of distribution (Web download or CDROM) and shall be submitted to
xxxxx://xxxx.xxxxxxxxx.xxx/xxxxxx/xxxXxxxxx.xxx. In the event Company
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distributed no copies of the Licensed Software, Company shall indicate
this on the volume distribution summary. Microsoft shall maintain all
distribution summary reports in confidence and may only disclose such
reports to its immediate legal and financial consultants as may be
required in the ordinary course of Microsoft's business.
(3) Company shall maintain the quality of the Internet Product at a level
that meets or exceeds industry standards and that is at least
commensurate with the quality of products distributed by Company on or
before the Effective Date.
(4) Company shall participate in the following co-marketing activities:
(1) Authorize Microsoft to use Company's name in press releases or other
Microsoft advertising or promotions, and to identify Company as a
licensee of the Licensed Software;
(2) Make the Licensed Software available for use internally under
Company's customary information services policies and procedures.
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4. OWNERSHIP
Except as expressly licensed to Company in Section 2, Microsoft retains all
right, title and interest in and to the Licensed Software. All rights not
expressly granted herein are reserved by Microsoft.
5. ACCEPTANCE AND DISCLAIMER OR WARRANTY
(1) The Licensed Software is deemed accepted by Company.
(2) Neither the Company nor any of its distributors or employees shall have
any right to make any representation, warranty, or promise on behalf of
Microsoft.
(3) THE LICENSED SOFTWARE ARE PROVIDED TO COMPANY AS IS WITHOUT WARRANTY OF
ANY KIND. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE
LICENSED SOFTWARE ARE ASSUMED BY COMPANY AND THE END-USER CUSTOMER.
MICROSOFT DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
6. LIMITATION OF LIABILITY
IN NO EVENT SHALL MICROSOFT BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, INDIRECT,
INCIDENTAL, OR SPECIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES
FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS
INFORMATION, AND THE LIKE, ARISING OUT OF THE USE OF OR INABILITY TO USE THE
LICENSED SOFTWARE, EVEN IF MICROSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
7. TERM
The term of this Agreement shall commence as of the Effective Date and shall
continue for a period of one (1) year. Thereafter, this Agreement shall
automatically renew for successive one year periods unless either party gives
the other party not fewer than sixty (60) days' notice of its intent not to
renew, unless earlier terminated as provided in Section 8.
8. DEFAULT AND TERMINATION
(1) Either party may terminate this Agreement for any reason upon sixty (60)
days prior written notice.
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(2) Either party may suspend performance and/or terminate this Agreement
immediately upon written notice at any time if the other party is in
material breach of any material warranty, term, condition or covenant of
this Agreement, and fails to cure that breach within sixty (60) days
after the written notice thereof.
(3) Upon termination of this Agreement for any reason, Company's rights under
Section 2 immediately terminate, and Company shall return to Microsoft or
destroy all full or partial copies of the Licensed Software in Company's
possession or under its control within ten (10) days following the
termination date.
(4) End-user sublicenses validly granted prior to expiration or termination
of this Agreement shall survive termination or expiration of this
Agreement; sublicenses granted to Marketing Affiliates shall be
coterminous with Company's licenses.
(5) Sections 1, 4, 5, 6, 8, 9, 10 and 11 shall survive termination of this
Agreement.
9. SUPPORT
COMPANY shall be responsible for providing support for end users of any versions
of the Licensed Software and COMPANY's Internet Product distributed by COMPANY.
10. NOTICES AND REQUESTS
Except as otherwise provided on Exhibit A, all notices, authorizations, and
requests in connection with this Agreement shall be deemed given on the day they
are (i) transmitted via electronic mail with a copy deposited in the mail,
postage prepaid, certified or registered, return receipt requested; or (ii) sent
by overnight courier, charges prepared, with a confirming fax; and addressed as
follows:
NOTICES TO Company:
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Prodigy Services Corporation
00 X. Xxxxxxxx
Xxxxx Xxxxxx, XX 00000
Attn: General Council
Telephone: (000) 000-0000
Fax: (000) 000-0000
Email Address:_________________
NOTICES TO Microsoft:
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Notices: MICROSOFT CORPORATION
Xxx Xxxxxxxxx Xxx
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Xxxxxxx, XX 00000-0000
Attn: General Manager, Internet Customer Unit
Email Address: ____________________
Copy to: Law & Corporate Affairs, US Legal
Fax: (000) 000-0000
Distribution summaries: choose the "Report" option at:
xxxxx://xxxx.xxxxxxxxx.xxx/xxxxxx/xxxXxxxxx.xxx
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or to such other address as the party to receive the notice or request so
designates by written notice to the other.
11. GENERAL
(1) This Agreement shall be governed by the laws of the State of Washington,
USA, as though entered into between Washington residents and to be
performed entirely within the State of Washington, and Company consents
to jurisdiction and venue in the state and federal courts sitting in the
State of Washington.
(2) Neither this Agreement, nor any terms and conditions contained herein,
shall be construed as creating a partnership, joint venture, agency
relationship or as granting a franchise.
(3) 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 provisions hereof, and no waiver shall be effective
unless made in writing and signed by an authorized representation of the
waiving party.
(4) 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.
(5) The rights and obligations hereunder shall inure to the benefit of the
successors of the parties hereto, provided any rights or obligations
hereunder shall not be assigned by Company without the prior written
approval of Microsoft, such approval shall not be unreasonably withheld.
(6) Any Licensed Software which Company distributes or licenses to or on
behalf of the United States of America, its agencies and/or
instrumentalities (the "Government"), shall be provided with RESTRICTED
RIGHTS in accordance with DFARS 252.227-7013(c)1(ii), or as set forth in
the particular department or agency regulations or rules, or particular
contract which provide Microsoft equivalent or greater protection.
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(7) Company acknowledges that the Licensed Software is subject to the export
control laws and regulations of the US, and any amendments thereof.
Company confirms that with respect to the Licensed Software, it will not
export or re-export it, directly or indirectly, either to (i) any
countries that are subject to US export restrictions (currently
including, but not necessarily limited to, Cuba, Iran, Iraq, Libya, North
Korea, Sudan, and Syria); (ii) any end user who Company knows or has
reason to know will utilize them in the design, development or production
of nuclear, chemical or biological weapons; or (iii) any end user who has
been prohibited from participating in the US export transactions by any
federal agency of the US government. Company further acknowledges that
the Licensed Software may include technical data subject to export and
re-export restrictions imposed by US law.
(8) Company shall, at its own expense, promptly obtain and arrange for the
maintenance of all non-U.S.A. government approvals, if any, and comply
with all applicable local laws and regulations as may be necessary for
Company's performance under this Agreement.
(9) Company shall pay, and be responsible for any and all sales taxes, use
taxes and any other taxes imposed by any jurisdiction as a result of (i)
the entry into this Agreement; (ii) the performance of any of the
provisions of this Agreement; or (iii) the transfer of any property,
rights or any other grant hererunder.
(10) If either Microsoft or Company employs attorneys to enforce any rights
arising out of or relating to this Agreement, the prevailing party shall
be entitled to recover reasonable attorneys' fees and costs.
(11) This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements or communications. It shall not be modified
except by a written agreement dated subsequent to the date of this
Agreement and signed on behalf of Company and Microsoft by their
respective duly authorized representatives.
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the
Effective Date written above.
MICROSOFT CORPORATION COMPANY Prodigy Services Corp
/s/X. Xxxxxxx /s/Xxxx Xxxxxxxx
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By (sign) By (sign)
Xxxxxxx X. Xxxxxxx Xxxx Xxxxxxxx
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Name: (Print) Name: (Print)
General Manager
Internet Customer Unit Acting CFO & General Counsel
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Title Title
8/18/98 7/2/98
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Date Date
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EXHIBIT A
LICENSED SOFTWARE
Technology Name Technology Version Language Version
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Internet Explorer* 3.x, 4.x All publicly released
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Outlook Express* 4.x All publicly released
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Comic Chat All publicly released final versions All publicly released
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NetShow All publicly released final versions All publicly released
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FrontPage Express All publicly released final versions All publicly released
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NetMeeting 1x, 2x All publicly released
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Special Notice Regarding Technology Upgrades and Amendments
All Licensed Software includes the indicated Technology Version only. Microsoft
reserves the right to amend this Agreement in the event of public release of new
versions any of the Licensed Software (for example, release of IE 5.x). In the
event that Microsoft elects to amend any of the terms and conditions of this
Agreement, upon release of a new Technology Version Microsoft will make
available through its http:/xxxx.xxxxxxxxx.xxx Web site (or any successor
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thereto):
(1) Identification of the new Technology Version;
(2) An amendment to this Agreement ("Amendment"), setting forth the new terms
and conditions that shall govern this Agreement;
(3) Means for Company to "click accept" that Amendment.
Microsoft's notice regarding the Amendment will include notice (pursuant to
section 7 of the Agreement) that Microsoft will not renew the Agreement, absent
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such Amendment, beyond its then current term.
* Although Internet Explorer and Outlook Express comprise part of the operating
system of Windows 95, Windows 98 and Windows NT, certain versions of the
Technology are available as standalone software for the Windows 3.1, Macintosh
and Unix operating systems.
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EXHIBIT B
MICROSOFT INTERNET EXPLORER LICENSE AND DISTRIBUTION AGREEMENT
Document Version 4.0, April 9, 1998
IE Version 4.0 and IEAK Version 4.0 CUSTOMIZATION RIGHTS
ADDITIONAL DEFINITIONS:
(a) "Active Desktop" means the Channel Client feature of Microsoft's Internet
Explorer version 4.0 software which supports "webcast," "push" or
"broadcasts" of Content via the World Wide Web (the "Web").
(b) "Channel" means an aggregation of Content and advertising (if any) that is
displayed or played, or available to be selected by an end user for display
and/or play, by means of a Channel Client, and which may be further divided
into sub-Channels.
(c) "Channel Client" means software that enables an End User to select and
receive Channels in one or more display and/or audio elements, including
software that is: (i) an interactive application (such as a Web browser)
that displays and/or plays Content within an application (or similar) window
or directly upon a operating system desktop; and/or (ii) and animated and
network-interactive screen saver application.
(d) "Channel Icon" means an icon or button which has an identifying logo and/or
trademark and an integrated pointer/URL which may be pre-configured in the
Internet Explorer Active Desktop user interface such that an end user, upon
first starting up or using Active Desktop, will (if already connected to the
Web) be able to link to an associated Channel.
(e) "Content" means data, text, audio, video, graphics, photographs, artwork and
other technology and materials provided for use on Channels or Web sites.
(f) "IEAK" means a collection of tools that enable Company to perform limited
customizations to the Licensed Software, such customizations being made in
accordance with the on-line instructions provided in the IEAK application
("Instructions"), as amended from time to time.
(g) "License Key" means to 10-digit alpha numeric code provided by Microsoft
that enables company to use the customization features of the IEAK.
(h) "Marketing affiliate" means a third party company which has contracted with
COMPANY to produce a co-branded or "private labeled" Browsing Software or
Email Client.
LICENSE GRANT:
Limited License Grant. Subject to Company's continued compliance with all
---------------------
material terms of the Agreement and the terms of this Exhibit B, Microsoft
grants to Company a nonexclusive,
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limited worldwide, royalty-free license to customize the Licensed Software using
the IEAK in accordance with the IEAK Instructions. Company acknowledges and
agrees that its use of the IEAK to customize the Licensed Software requires the
rightful receipt from Microsoft of the "Standard Redistribution" license key
allocated to Company. Company agrees that it shall only use the IEAK and license
key in accordance with the Instructions. In the event the capabilities and/or
Instructions of the IEAK provide either more or fewer capabilities than the
customization rights granted in this Exhibit B, the customization rights set
forth in this Exhibit B shall govern.
1. Additional Customization Rights/Active Setup
Permitted Customizations/Active Setup. For versions 4.x of Internet Explorer
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which support Active Setup, Company may use the IEAK to perform the any or all
of the following additional customizations:
(a) Customize Browser title bar (says "Microsoft Internet Explorer" by
default) only to add "provided by Company" at the end of the title.
(b) Customize tool bar background bit map (watermark) that is used when not
in high color mode.
(c) Change default search page (default is xxxx.xxxxxxxxx.xxx/xxxxxx/
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allionone.asp).
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(d) Change default start page (default is xxxx.xxxxxxxxx.xxx).
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(e) Change help "online support" page (defaults to point to xxxxxxxxx.xxx).
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(f) Add an unlimited number of pre-configured "favorites" entries (default is
none).
(g) Change Favorites hierarchy (with exception of "special folders" like
"Channels")
(h) Rename and/or customize Links (Todays' Links, Best of the Web, Today's
News, etc.)
(i) Disable and/or customize first time boot welcome page (after
installation).
(j) Customize Outlook Express info pane.
3. Additional Customization Rights/ISP Customization
Permitted Customizations/ISP Customization. For versions 4.x of Internet
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Explorer which support ISP Customization Company may use the IEAK to perform the
any or all of the following additional customizations:
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(a) Import Profile created by separately purchased Internet Connection
Manager Administration Kit.
(b) Change bitmap in Connection Manager dialog.
(c) Pre-set the Proxy Server address.
(d) Choose signup method (Internet Signup Server or Serverless Local) and
customize required connection information.
(e) For Outlook Express, set:
. Incoming and outgoing mail servers
. News server
. Add custom LDAP servers
(f) Add custom ILS server for NetMeeting if applicable.
4. Additional customization Rights/Channels
(a) Mandatory Customization/Selection of Pre-Configured Channels to Match Local
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Language and Region. For versions 4.x of Internet Explorer which support
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Channels, Company shall use the IEAK to select the pre-configured Channels
for the specific territory for which each and every Company-customized
version of IE is targeted for distribution. For example, if Company
customizes separate versions of IE for distribution into territories A and
B, Company shall use the IEAK to select the pre-configured default Channels
for territory A for the version of IE Company creates for territory A, and
shall use the IEAK to select the pre-configured default Channels for
territory B for the version of IE Company creates for territory B. If
Company distributes a single version of IE into multiple territories,
Company shall use the IEAK to select the pre-configured default Channels
that are targeted to the single largest population in the combined
territories in which Company distributes IE. For the purpose of this
paragraph, "territory" shall mean a language/country combination, such as
German/Switzerland or French/Canada.
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(b) Permitted Customizations/ISP Customization of Channels. For versions 4.x of
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Internet Explorer which support Channels, Company may use the IEAK to
perform the any or all of the following additional customizations with
respect to Channels (as further illustrated in Attachment B-1):
(1) Add a single Company Channel Icom to the topmost navigation level of the
Internet Explorer Active Desktop Channel bar in the position below the
Microsoft Channel Guide Icon. Said Icon may link either to Company or
third party Channel available through Internet Explorer, provided that
any trade names, trademarks, logos or brands displayed on the Channel
Icon added by Company shall be limited to Company's xxxx or Company's
Internet Product marks.
(2) Add multiple "sub-channels" grouped underneath (at the second navigation
level) the Company Channel Icon on the Internet Explorer Active Desktop
channel bar, where each such sub-channel may be linked to Company or
third-party Content accessible through Internet Explorer, and where each
such sub-channel may use any branding selected by Company. In the case
where sub-channels are grouped underneath a Company Channel Icon, the
Company Channel is the only Channel which is individually recognized by
IE; the sub-channels do not operate as separate standalone Channels by
themselves (and cannot be subscribed directly using the IE 4.0 user
interface without first accessing the Company Channel Icon).
(3) configure the Company Channel added by Company to be "subscribed" by
default, such that Company Channel Content and schedule information
downloads to the end user's computer system hard disk automatically when
the end user connects to the Internet and selects the "update" option.
(4) Delete from the Internet Explorer Active Desktop channel bar any pre-
configured Channel Icons that are developed or distributed by companies
which compete directly with Company or Company's Marketing Affiliate(S),
where such deleted Channels are to include only: (i) pre-configured
Channels from other Internet access providers, (ii) pre-configured
Channels which are produced by, or exclusively distributed by, direct
competitors of Company or Company's Marketing Affiliates. Company may not
delete a pre-configured Channel Icon that offers Content which is not
directly competitive with Company or Company's Content but that may
nonetheless compete for the end user's attention or interest with Content
offered by Company.
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(c) Development and Maintenance of advanced Internet Explorer Features in
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Channels. Company recognizes that customization of Channels is a
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supplemental right granted to Company pursuant to the Agreement. In
consideration for this supplemental right, Company agrees that for any
Channel added pursuant to the Agreement. In consideration for this
supplemental right, company agrees that for any Channel added pursuant to
this Exhibit B, Section 4, Company shall use reasonable commercial efforts
to develop and maintain the customized Channel such that it demonstrates the
advanced W3C-standard HTML features supported by Internet Explorer (such as
Dynamic HTML) meets end user expectations of performance and frequency of
update, and compares favorably, in Company's reasonable judgment, to
Channels offered by other companies in Company's line of business.
5. CO-MARKETING ACTIVITIES
Company shall participate in the following co-marketing activities:
(a) Use the Logo in Company's packaging, advertising and promotional
materials in accordance with the terms and guidelines in the Logo
Agreement and as may be provided by Microsoft from time to time;
(b) Display the "Get Microsoft Internet Explorer" link logo, separately
licensed from Microsoft, on the home page for Company's Internet Product
along with a hot link to xxx.xxxxxxxxx.xxx/xx in accordance with the
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guidelines set forth at xxxx.xxxxxxxxx.xxx/xxxx.xxx#xxxxx, or any
---------------------------------
successor thereof;
6. ACCEPTANCE AND DISCLAIMER OF WARRANTY
(a) The IEAK is deemed accepted by Company
(b) Neither the Company nor any of its distributors or employees shall have any
right to make any representation, warranty, or promise on behalf of
Microsoft.
(c) THE IEAK IS PROVIDED TO COMPANY AS IS WITHOUT WARRANTY OF ANY KIND. THE
ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE IEAK ARE ASSUMED BY
COMPANY AND THE END-USER CUSTOMER. MICROSOFT DISCLAIMS ALL WARRANTIES,
EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-
INFRINGEMENT
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7. LIMITATION OF LIABILITY
IN NO EVENT SHALL MICROSOFT BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, INDIRECT,
INCIDENTAL, OR SPECIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES
FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS
INFORMATION, AND THE LIKE, ARISING OUT OF THE USE OF INABILITY TO USE THE IEAK,
EVEN IF MICROSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. EXPORT CONTROLS
Company acknowledges that the IEAK is subject to the export control laws and
regulations of the US, and any amendments thereof. Company confirms that with
respect to the IEAK, it will not export or re-export it, directly or indirectly,
either to (i) any countries that are subject to US export restrictions
(currently including, but not necessarily limited to, Cuba, Iran, Iraq, Libya,
North Korea, Sudan, and Syria); (ii) any end user who Company knows or has
reason to know will utilize them in the design, development or production of
nuclear, chemical or biological weapons; or (iii) any end user who has been
prohibited from participating in the US export transactions by any federal
agency of the US government. Company further acknowledge that the IEAK may
include technical data subject to export and re-export restrictions imposed by
US law.
9. TERMINATION
Upon termination of the Agreement or this Exhibit B for any reason, Company's
rights under this Exhibit B immediately terminate, and Company shall return to
Microsoft or destroy all full or partial copies of the IEAK in Company's
possession or under its control within ten (10) days following the termination
date.
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ATTACHMENT B-1
Illustration of Channel Bar Navigation Hierarchy & Channel Placement
1. Channel Bar Topmost Navigation Level (visible on Active Desktop) sample
configuration:
Channel
Guide
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Company
Channel
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MSN
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MSNBC
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Disney
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PointCast
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(others)
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1. The Channel Guide always occupies the first position (at the top of the
Channel Bar). Company Channel may be inserted in the second position
(thereby shifting other Channels down one position). The Company Channel
Icon is visible by default when Active Desktop is first installed. With the
exception of adding the Company Channel, all pre-configured Channels must
remain on the Channel Bar in the order shipped in the IEAK for each target
territory (or country/language combination). End users are able to add,
rearrange, and/or delete any Channels they wish after installing IE.
2. Channel Bar "sub-Channels" may be configured "under" a topmost level Category
such that when a topmost level Category is clicked, the sub-Channel(s) are
displayed. Sub-Channels are not visible until the Category containing them
is clicked.
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