TO
LICENSEE[*******************************************]
1.2.
SCOPE OF LICENSE AND LICENSOR INTELLECTUAL PROPERTY RIGHTS
1.2.1.
SUBJECT TO THE TERMS OF THIS AGREEMENT AND FOR THE DURATION OF THE
TERM, LICENSOR GRANTS TO LICENSEE A PERSONAL, ENTERPRISE-WIDE, NON-EXCLUSIVE AND
NON-TRANSFERABLE LICENSE TO: (I) USE THE BINARY SOFTWARE[**********] AND
DOCUMENTATION FOR THE PERMITTED USES; AND (II) PURSUANT TO A CUSTOMER LICENSE
AGREEMENT, SUBLICENSE CUSTOMERS THE RIGHT TO USE THE BINARY SOFTWARE IN
CONNECTION WITH SUCH CUSTOMERS' USE OF LICENSEE'S HOSTED EMAIL SERVICE.
1.2.2.
LICENSEE MAY NOT, AND SHALL NOT CAUSE OR PERMIT ANY PERSON TO,
REVERSE ENGINEER, DECOMPILE, DISASSEMBLE OR OTHERWISE ATTEMPT TO DETERMINE
[**********]PROTOCOLS FROM THE BINARY SOFTWARE.
LICENSEE MAY NOT REMOVE
LICENSOR'S PROPRIETARY LEGENDS AND NOTICES FROM THE BINARY SOFTWARE[**********]
OR DOCUMENTATION.
1.2.3.
EXCEPT AS EXPRESSLY PERMITTED HEREUNDER FOR THE PERMITTED USES,
LICENSEE MAY NOT REPRODUCE THE BINARY SOFTWARE[**********]OR DOCUMENTATION FOR
SUBLICENSING, RESALE, OR DISTRIBUTION, INCLUDING WITHOUT LIMITATION,
DISTRIBUTING THE BINARY SOFTWARE[**********] OR DOCUMENTATION AS STAND-ALONE
SOFTWARE (WHETHER AS A SEPARATE SOFTWARE PRODUCT OR APPLICATION OR BUNDLED /
INTEGRATED WITH ANY OTHER SOFTWARE PRODUCT OR APPLICATION).
1.2.4.
ALL RIGHT, TITLE AND INTEREST IN AND TO THE BINARY
SOFTWARE[**********] AND DOCUMENTATION, INCLUDING ALL INTELLECTUAL PROPERTY
RIGHTS THEREIN, ARE AND SHALL REMAIN THE EXCLUSIVE PROPERTY OF LICENSOR. NO
OWNERSHIP RIGHTS IN OR TO THE BINARY SOFTWARE[**********] OR DOCUMENTATION
GRANTED TO LICENSEE BY THIS AGREEMENT.
1.2.5.
WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SUBSECTION 1.2.4,
ALL RIGHT, TITLE AND INTEREST IN AND TO ANY ENHANCEMENTS, INCLUDING ALL
INTELLECTUAL PROPERTY RIGHTS THEREIN, SHALL BE THE EXCLUSIVE PROPERTY OF
LICENSOR.
TO THE EXTENT LICENSEE ACQUIRES ANY RIGHTS IN THE ENHANCEMENTS BY
OPERATION OF LAW, LICENSEE HEREBY ASSIGNS AND TRANSFERS, AND SHALL CAUSE EACH OF
ITS EMPLOYEES AND CONTRACTORS WHICH PERFORM ALL OR ANY PART OF THE DEVELOPMENT
OF THE ENHANCEMENTS (COLLECTIVELY, "LICENSEE REPRESENTATIVES") TO ASSIGN AND
TRANSFER, TO LICENSOR ALL OF LICENSEE'S AND LICENSEE REPRESENTATIVES' RIGHT,
TITLE AND INTEREST, INCLUDING ALL INTELLECTUAL PROPERTY RIGHTS THEREIN, IN AND
TO THE ENHANCEMENTS OR ANY PORTION THEREOF.
IN CONNECTION WITH SUCH ASSIGNMENT,
LICENSEE HEREBY WAIVES AND SHALL CAUSE EACH LICENSEE REPRESENTATIVE TO WAIVE IN
WHOLE IN FAVOUR OF LICENSOR ALL MORAL RIGHTS AND OTHER RIGHTS OF INTEGRITY
LICENSEE AND LICENSEE REPRESENTATIVES MAY HAVE IN SUCH ASSIGNED ENHANCEMENTS.
6
1.2.6.
ALL RIGHTS NOT EXPRESSLY GRANTED TO LICENSEE HEREIN ARE RESERVED BY
LICENSOR.
1.3.
PROJECT IMPLEMENTATION AND ACCEPTANCE TESTING
1.3.1.
FOLLOWING THE EXECUTION OF THIS AGREEMENT, LICENSOR SHALL UNDERTAKE
THE FOLLOWING PROJECT IMPLEMENTATION TASKS:
(i)
promptly determine and document Licensee's specific functional, migration
and environmental requirements for the Binary Software, and deliver to Licensee
for sign-off an implementation plan with respect to same (the "Implementation
Plan");
(ii)
install, configure and integrate the NiM Platform and Webmail AJAX Beta 3
application in accordance with the Implementation Plan so that the foregoing
Binary Software is operational with the following service components of
Licensee's Hosted Email Service:
1.
IMAP Mail System:
a.
For mail retrieval
2.
SMTP Mail System
a.
For sending mail through Licensee's infrastructure
3.
AAA (Authentication, Authorization, Abstraction) System
a.
For retrieving