WINDOWS LOGO LICENSE AGREEMENT FOR SOFTWARE v1.4

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1 WINDOWS LOGO LICENSE AGREEMENT FOR SOFTWARE v1.4 This Windows Logo License Agreement for Software ("LLA") is made and entered into by and between Microsoft Corporation ("Microsoft"), and ( Licensee ), the individual or entity who agrees and accepts the following terms and conditions of this LLA by typing their name, and clicking Submit below. 1. DEFINITIONS (e) (f) (g) (h) (i) ATA means an Authorized Testing Authority designated by Microsoft and selected by Licensee to verify compliance with Microsoft s testing requirements for the Product, as set forth in Exhibit 2 to this LLA. Criteria means the criteria set forth in Exhibit 2 to this LLA. "Logo or Logos are the logos shown in Exhibit 1 and any other logos Microsoft may provide under this LLA. "Product" or Products are Licensee s product(s) identified in Exhibit 3 by product name and version name or number. Quality Standards are the conditions described in paragraph 4 of this LLA. Start Date is the date Licensee accepts this LLA by typing their name and clicking Submit below. It will be the date when the LLA takes effect. Style Specifications means the specifications for using the Logos, which are posted at: Microsoft may change this URL, but if it does, Microsoft will use reasonable means to redirect Licensee to any new URL where the Style Specifications are posted. Microsoft may, with reasonable notice to Licensee, change the Style Specifications now and then to include new Logos and form factors. Subsidiary(ies) means an entity in which Licensee directly or indirectly owns more than fifty percent (50%) of the stock or other ownership interest entitled to (i) vote for the election of directors or managing authority, or (ii) control or otherwise direct decisions for such entity. WSLK means the Windows 7 Software Logo Toolkit provided by Microsoft under this LLA and utilized by Licensee to verify that Product meets all applicable requirements for the Compatible with Windows 7 Logo. 2. LICENSE GRANT & CONDITIONS Microsoft grants Licensee a worldwide, nonexclusive, nontransferable, royalty free license to use the Logo(s) identified for each Product listed in Exhibit 3, solely with Product that meets the Quality Standards. Licensee must use the Logos as shown in Exhibit 1 and described in the Style Specifications. The Logo may only be used on Product packaging, packaging inserts, documentation, marketing materials and advertising for the Product. Microsoft reserves all rights not expressly granted herein. Licensee may sublicense use of the Logo solely to its Subsidiaries. Such Subsidiaries are bound by all terms of this LLA. Licensee will be jointly and severally liable for any breach by any of its Subsidiaries. If Microsoft would be entitled to terminate the LLA because of a breach by a Subsidiary, the termination will apply only to the breaching Subsidiary. Licensee will provide Microsoft with the names and addresses of those Subsidiaries exercising rights under this LLA upon reasonable request by Microsoft. In addition, all Products sold or distributed by Licensee s Subsidiaries under this LLA must be identified on Exhibit 3. Except for sublicenses by Licensee to its Subsidiaries, neither Licensee nor any Subsidiary may assign, transfer or sublicense this LLA (or any right granted in this LLA) without prior written consent from Microsoft. Licensee may not: (i) (ii) (iii) (iv) use the Logo in a way that may cause confusion about whether Products are Microsoft s products; do or say anything that implies that Microsoft is affiliated with, sponsors, endorses or approves of Licensee or its Products other than as allowed by this LLA: use the Logo in a way that implies that non licensed products meet the Criteria: do or say anything that may cause confusion about whether Microsoft owns the Logo; Windows Logo License Agreement for Software v1.4 Page 1 of 7 Rev

2 (e) (f) (v) (vi) register, adopt or use any name, trademark, domain name or other designation that includes or violates Microsoft s rights in the Logo or any Microsoft trademark in the Logo; use the Logo in a way that would damage Microsoft s reputation or goodwill in the Logo; or (vii) alter, animate or distort the Logo or combine it with any other symbols, words, images or designs. Licensee must disclose all system requirements for the Product in a clear and conspicuous manner to end users before they acquire the Product. In addition, Licensee must disclose any limitations that Product may have when operating with the version and edition of Windows that is identified on the Logo, in accordance with applicable laws. Microsoft reserves the right to identify Product(s) on its online service currently known as the Windows Vista Compatibility Center or Windows Compatibility Center. Licensee may opt out of the Windows Vista Compatibility Center or Windows Compatibility Center by written notice to Microsoft. Microsoft may communicate with Licensee for purposes of administering the logo program under this LLA, providing updates and other information to Licensee about the program, and providing information to Licensee about new or successor programs related to the Logos. 3. OWNERSHIP, IDENTIFICATION & USE Licensee acknowledges that: (i) (ii) (iii) Microsoft is the sole owner of the Logo and the goodwill associated with the Logo: Licensee will not acquire any right, title or interest in the Logo because of Licensee s use of the Logo; and Microsoft is the sole beneficiary of the goodwill associated with Licensee s use of the Logo. Licensee must use the and symbols next to the Logo, as shown in Exhibit 1. Licensee must display the following trademark notice on all materials where the Logo is used: (i) For the Compatible with Windows 7 Logo: Windows and the Windows logo are trademarks of the Microsoft group of companies. (ii) For the Certified for Windows Vista and Works with Windows Vista Logos: Windows Vista and the Windows logo are trademarks of the Microsoft group of companies. (iii) For the Certified for Microsoft Windows Server 2003 Logos: Microsoft, Windows Server and the Windows logo are trademarks of the Microsoft group of companies. (iv) For the Certified for Windows Server 2008 and Works with Windows Server 2008 Logos: Windows Server and the Windows logo are trademarks of the Microsoft group of companies. Licensee will take reasonable steps to notify Microsoft if Licensee becomes aware of any suspected violation of or challenge to Microsoft s rights in the Logo. Microsoft will have the sole right to determine, in its sole discretion, whether to take legal action to enforce or defend its rights in the Logo and will control any legal action concerning the Logo. 4. QUALITY CONTROL Licensee may use the Logo solely in connection with Product that: (i) meets the Criteria; (ii) meets or exceeds the quality of products distributed by Licensee before the Start Date; (iii) meets or exceeds standards of quality and performance generally accepted in the industry, and (iv) complies with all applicable laws, rules and regulations (collectively, the Quality Standards ). Licensee will cooperate with Microsoft to enable Microsoft to review Licensee's use of the Logo and ensure that Product complies with the Quality Standards, including without limitation, providing Microsoft with a copy of the Product to run compliance testing and the results of Product s testing performed by Licensee or an ATA as described in Exhibit 2, upon Microsoft s request. Licensee will promptly correct any improper use of the Logo and any Product that does not comply with the Quality Standards upon reasonable notice from Microsoft. Windows Logo License Agreement for Software v1.4 Page 2 of 7 Rev

3 Microsoft may obtain detailed information about any tests performed on the Product by an ATA and the results thereof directly from the ATA. Licensee consents to the disclosure of such test information and results to Microsoft and to Microsoft s use of such test information and results to audit compliance with the Quality Standards. The ATA shall be considered a third party beneficiary of this LLA for purposes of this consent. 5. INDEMNIFICATION Licensee will indemnify Microsoft and defend it against any third party claims, damages, costs, expenses and reasonable attorneys' fees: (i) related to the quality, performance or safety of any Product (to the extent such claims are not based on the performance of a validly licensed Microsoft operating system); or (ii) arising from Licensee use of the Logo in breach of this LLA. Microsoft will indemnify Licensee and defend it against any third party claims, damages, costs, expenses and reasonable attorneys fees alleging that the Logo infringes any trademark rights of such third party. If Microsoft has reason to believe that Licensee s use of the Logo is likely to result in an infringement claim, Licensee will promptly discontinue or modify its use of the Logo upon Microsoft s request. Microsoft will not be obligated to indemnify Licensee if Licensee continues to use the Logo for more than 20 days after Microsoft notifies Licensee in writing that it should stop using the Logo due to such a claim. Licensee will indemnify Microsoft and defend it against all damages costs, expenses, and reasonable attorneys fees that Microsoft may incur due to Licensee s continued use of the Logo after the 20 day notice. Neither party will be required to indemnify or defend the other unless: (i) the indemnifying party is notified promptly in writing of the claim; (ii) the indemnifying party has sole control over the defense of the claim; and (iii) the indemnified party provides reasonable assistance in the defense of the claim. 6. DISCLAIMER OF WARRANTY & LIMITATION OF LIABILITY MICROSOFT MAKES NO WARRANTIES REGARDING THE LOGO, AND HEREBY DISCLAIMS ALL WARRANTIES THAT MIGHT OTHERWISE BE IMPLIED BY LAW. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF THIS LLA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7. TERM AND TERMINATION For each individual Product, this LLA will run for the period in which Licensee is offering the Product for sale, unless this LLA is terminated earlier. Each party shall have the right to terminate this LLA without cause with sixty (60) days prior written notice. Each party will have the right to terminate this LLA immediately for a material breach by the other party if such breach is not cured within thirty (30) days of written notice to the other party of such breach. Upon expiration or termination of this LLA, Licensee will immediately cease all use of the Logo. Licensee may sell off any inventory of Product and distribute its remaining stock of advertising materials with the Logo for one hundred and eighty (180) days from the date of termination or expiration provided that: (i) the LLA is not terminated for breach; (ii) all Product and advertising distributed during the sell off period complies with this LLA; and (iii) if Microsoft notifies Licensee of a third party claim during the sell off period, the provisions of Section 5b) will apply. Logos licensed under this LLA may be discontinued at Microsoft s discretion. Upon notice from Microsoft regarding the discontinuation of a Logo, no new Product may be licensed for the discontinued Logo. Windows Logo License Agreement for Software v1.4 Page 3 of 7 Rev

4 8. NOTICES All notices, approvals and requests must be in writing and signed by an authorized representative. They must be sent to the name and address of the other party shown below. Each party may change the contact or addresses below by providing notice. All notices will be deemed given when: deposited in the mail, postage prepaid, certified or registered, return receipt requested; or sent by air express courier, charges prepaid. The parties may also provide notice by sending a scanned copy of a notice to the fax numbers below. MICROSOFT: Microsoft Corporation One Microsoft Way Redmond, WA USA Attention: dtccert@microsoft.com Windows Logo Program (Software) Phone: (425) Fax: (425) With Copy To: Legal & Corporate Affairs, Trademarks Phone: (425) Fax: (425) LICENSEE: Information in the registration form below. 9. MISCELLANEOUS (e) (f) (g) (h) Entire Agreement. This LLA, including all Exhibits, comprises the parties entire agreement concerning its subject matter. It supersedes and merges all prior or contemporaneous communications, agreements and amendments pertaining to the subject matter of this LLA. It may be amended only by written agreement signed by the parties. Governing Law, Jurisdiction and Venue. This LLA shall be interpreted under and controlled by United States federal trademark law and the laws of the State of Washington without regard to its conflict of law rules. Venue over all disputes shall be exclusively in the federal courts within the State of Washington or the federal courts within the State of New York. In the event there is no federal subject matter jurisdiction, venue shall be exclusively in the state courts of the State of Washington. Process may be served on either party as authorized by applicable law or court rule. Attorneys Fees. In any action to enforce this LLA the non prevailing party shall pay the prevailing party s reasonable costs, attorneys' fees, and other expenses. No Waiver. No waiver of any breach of this LLA shall constitute a waiver of any other breach. No waiver shall be effective unless in writing, signed by the waiving party. Severability. If any provision (or portion thereof) of this LLA shall be held to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the court shall enforce such provisions to the extent allowable by law. Relationship. Neither this LLA nor any terms contained herein, shall be construed as creating a partnership, joint venture or agency relationship or as granting a franchise. Survival. The provisions of Sections 6, 7, 8, and 9 as well as Section 5 with respect to Product(s) distributed with the Logo and for claims based on use of the Logo permitted herein, shall survive expiration or termination of this LLA. Exhibits. This LLA includes Exhibits 1, 2 and 3 which are hereby incorporated by reference. Windows Logo License Agreement for Software v1.4 Page 4 of 7 Rev

5 EXHIBIT 1 WINDOWS LOGO LICENSE AGREEMENT FOR SOFTWARE v1.4 Logos Windows 7 Logo Windows Vista Logos Windows Server Logos For Questions regarding the Logos: contact mailto: wslogoea@microsoft.com Windows Logo License Agreement for Software v1.4 Page 5 of 7 Rev

6 EXHIBIT 2 WINDOWS LOGO LICENSE AGREEMENT FOR SOFTWARE v1.4 Criteria Microsoft may change or update any of the following requirements now and then with reasonable notice. All Products must comply with the applicable requirements as of the date the Product is submitted for testing. Microsoft may also change any URL identified in this document. If it does, Microsoft will use reasonable means to redirect Licensee to the new URL. For the Compatible with Windows 7 Logo 1. In order to use the Compatible with Windows 7 Logo, Product must meet all applicable requirements and pass all applicable test cases contained in the document located at: 2. Before using the Compatible with Windows 7 Logo, Licensee must run the WSLK and verify that Product meets all applicable requirements, and submit the results to Microsoft as described in the WSLK documentation. 3. Without limiting Licensee s obligation to disclose system requirements and Product limitations under Section 2 of this LLA, if the Product requires a graphics processor that supports DirectX 10 or higher, Licensee must disclose that fact. These disclosures must be made in a clear and conspicuous manner to end users before they acquire the Product. For the Certified for Windows Vista Logo 1. In order to use the Certified for Windows Vista Logo, Product must meet all applicable requirements and pass all applicable test cases contained in the document located at: 2. Before using the Certified for Windows Vista Logo, Licensee must, at its own expense, submit the Product to an ATA for test verification and obtain written notice from the ATA that the Product complies with and has passed the testing requirements provided by Microsoft. Licensee shall maintain such written notice on file for a period of three (3) years from receipt thereof and provide Microsoft with a copy of such notice upon Microsoft s request. For the Works with Windows Vista Logo 1. In order to use the Works with Windows Vista Logo, Product must meet all applicable requirements and pass all applicable test cases contained in the document located at: and the document entitled The Windows Vista and Windows Longhorn Developer Story: Application Compatibility Cookbook located at us/library/aa aspx. 2. Before using the Works with Windows Vista Logo, Licensee must follow all of the testing procedures contained in the document entitled The Windows Vista and Windows Longhorn Developer Story: Application Compatibility Cookbook located at us/library/aa aspx. For the Certified for Microsoft Windows Server 2003 Logos 1. In order to use the Certified for Microsoft Windows Server 2003 Logo, Product must meet the applicable Criteria set forth in the Microsoft Certified for Windows 2003 Application Specification. Application Specifications for Windows Server 2003 are located at the following URLs: a. For Windows Server 2003 Datacenter Edition: and b. For Windows Server 2003 Standard and Enterprise Editions: 2. Before using the Certified for Microsoft Windows Server 2003 Logo, Licensee must, at its own expense, submit the Product to an ATA for test verification and obtain written notice from the ATA that the Product complies with and has passed the testing requirements provided by Microsoft. Licensee shall maintain such written notice on file for a period of three (3) years from receipt thereof and provide Microsoft with a copy of such notice upon Microsoft s request. For the Certified for Windows Server 2008 Logo Windows Logo License Agreement for Software v1.4 Page 6 of 7 Rev

7 1. In order to use the Certified for Windows Server 2008 Logo, Product must meet the applicable Criteria set forth in the Microsoft Certified for Windows Server 2008 Application Specification. Criteria for the R2 version of the Logo are described in the Microsoft Certified for Windows Server 2008 R2 Application Specification. Application Specifications for Windows Server 2008 or Windows Server 2008 R2 are located at: 2. Before using the Certified for Windows Server 2008 Logo, Licensee must, at its own expense, submit the Product to an ATA for test verification and obtain written notice from the ATA that the Product complies with and has passed the testing requirements provided by Microsoft. Licensee shall maintain such written notice on file for a period of three (3) years from receipt thereof and provide Microsoft with a copy of such notice upon Microsoft s request. For the Works with Windows Server 2008 Logo 1. In order to use the Works with Windows Server 2008 Logo, the Product must meet the application Criteria set forth in the Microsoft Works with Windows Server 2008 Application Specification. Criteria for the R2 version of the Logo are described in the Microsoft Works with Windows Server 2008 R2 Application Specification. Application Specifications for Windows Server 2008 or Windows Server 2008 R2 are located at 2. Before using the Works with Windows Server 2008 Logo, Licensee must, at its own expense, submit the Product to an ATA for test verification and obtain written notice from the ATA that the Product complies with and has passed the testing requirements provided by Microsoft. Licensee shall maintain such written notice on file for a period of three (3) years from receipt thereof and provide Microsoft with a copy of such notice upon Microsoft s request. IN WITNESS WHEREOF, the parties have executed this agreement as of the date set forth above. LISCENSEE INFORMATION: Accepted By: Accepted By: Microsoft Corporation One Microsoft Way Redmond, WA USA swlogo@microsoft.com Phone: Fax: Fax: (425) Signature: Date: Signature: Date: EXECUTION OF THIS AGREEMENT: Typing your name and subsequent clicking of Submit is a symbol of your signature that you accept and agree to be bound by all terms and conditions of the LLA. Do not proceed if you are not authorized to bind the Licensee and/or you do not agree to the terms and conditions of the LLA. Windows Logo License Agreement for Software v1.4 Page 7 of 7 Rev