SOURCE CODE AGREEMENT

Version 1.2D

PLEASE READ THIS AGREEMENT CAREFULLY. By accessing and using the Source Code, you accept this Agreement in its entirety and agree to only use the Source Code in accordance with the following terms and conditions. If you do not wish to be bound by these terms and conditions, do not access or use the Source Code.

  1. YOUR REPRESENTATIONS

    1. You represent and warrant that:

      1. If you are an entity, or an individual other than the person accepting this Agreement, the person accepting this Agreement on your behalf is your legally authorized representative, duly authorized to accept agreements of this type on your behalf and obligate you to comply with its provisions;

      2. You have read and fully understand this Agreement in its entirety;

      3. Your Build Materials are either original or do not include any Software obtained under a license that conflicts with the obligations contained in this Agreement;

      4. To the best of your knowledge, your Build Materials do not infringe or misappropriate the rights of any person or entity; and,

      5. You will regularly monitor the Website for any notices.

  2. DEFINITIONS AND INTERPRETATION

    1. For purposes of this Agreement, certain terms have been defined below and elsewhere in this Agreement to encompass meanings that may differ from, or be in addition to, the normal connotation of the defined word.

      1. "Additional Code" means Software in source code form which does not contain any

        1. of the Source Code, or
        2. derivative work (such term having the same meaning in this Agreement as under U.S. Copyright Law) of the Source Code.

      2. "AT&T Patent Claims" means those claims of patents (i) owned by AT&T and (ii) licensable without restriction or obligation, which, absent a license, are necessarily and unavoidably infringed by the use of the functionality of the Source Code.

      3. "Build Materials" means, with reference to a Derived Product, the Patch and Additional Code, if any, used in the preparation of such Derived Product, together with written instructions that describe, in reasonable detail, such preparation.

      4. "Capsule" means a computer file containing the exact same contents as a computer file downloaded from the Website.

      5. "Derived Product" means a Software Product which is a derivative work of the Source Code.

      6. "IPR" means all rights protectable under intellectual property law anywhere throughout the world, including rights protectable under patent, copyright and trade secret laws, but not trademark rights.

      7. "Patch" means Software for changing all or any portion of the Source Code.

      8. "Proprietary Notice" means the following statement:

        9. "This product contains certain software code or other information ("AT&T Software") proprietary to AT&T Corp. ("AT&T"). The AT&T Software is provided to you "AS IS". YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR USE OF THE AT&T SOFTWARE. AT&T DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF TITLE OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, ANY WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE, OR ANY WARRANTY THAT THE AT&T SOFTWARE IS "ERROR FREE" OR WILL MEET YOUR REQUIREMENTS.

        Unless you accept a license to use the AT&T Software, you shall not reverse compile, disassemble or otherwise reverse engineer this product to ascertain the source code for any AT&T Software.

        © AT&T Corp. All rights reserved. AT&T is a registered trademark of AT&T Corp."

      9. "Software" means, as the context may require, source or object code instructions for controlling the operation of a central processing unit or computer, and computer files containing data or text.

      10. "Software Product" means a collection of computer files containing Software in object code form only, which, taken together, reasonably comprise a product, regardless of whether such product is intended for internal use or commercial exploitation. A single computer file can comprise a Software Product.

      11. "Source Code" means the Software contained in compressed form in the Capsule.

      12. "Website" means the Internet website having the URL http://www.research.att.com/sw/download/. AT&T may change the content or URL of the Website, or remove it from the Internet altogether.

    2. By way of clarification only, the terms Capsule, Proprietary Notice and Source Code when used in this Agreement shall mean the materials and information defined by such terms without any change, enhancement, amendment, alteration or modification (collectively, "change").

  3. GRANT OF RIGHTS

    1. Subject to third party intellectual property claims, if any, and the terms and conditions of this Agreement, AT&T grants to you under:

      1. the AT&T Patent Claims and AT&T's copyright rights in the Source Code, a non-exclusive, fully paid-up license to:

        1. Reproduce and distribute the Capsule;
        2. Display, perform, use, and compile the Source Code and execute the resultant binary Software on a computer;
        3. Prepare a Derived Product solely by compiling Additional Code, if any, together with the code resulting from operating a Patch on the Source Code; and,
        4. Execute on a computer and distribute to others Derived Products,

        except that, with respect to the AT&T Patent Claims, the license rights granted in clauses (iii) and (iv) above shall only extend, and be limited, to that portion of a Derived Product which is Software compiled from some portion of the Source Code; and,

      2. AT&T's copyright rights in the Source Code, a non-exclusive, fully paid-up license to prepare and distribute Patches for the Source Code.

    2. Subject to the terms and conditions of this Agreement, you may create a hyperlink between an Internet website owned and controlled by you and the Website, which hyperlink describes in a fair and good faith manner where the Capsule and Source Code may be obtained, provided that, you do not frame the Website or otherwise give the false impression that AT&T is somehow associated with, or otherwise endorses or sponsors your website. Any goodwill associated with such hyperlink shall inure to the sole benefit of AT&T. Other than the creation of such hyperlink, nothing in this Agreement shall be construed as conferring upon you any right to use any reference to AT&T, its trade names, trademarks, service marks or any other indicia of origin owned by AT&T, or to indicate that your products or services are in any way sponsored, approved or endorsed by, or affiliated with, AT&T.