Common Desktop Environment
If there is any conflict between this Supplement and the Master Terms and Conditions executed between Licensor and Licensee, the terms of this Supplement shall control.
The Licensed Program and Documentation which are subject to this Supplement shall be the Common Desktop Environment Version 2, Revision 1, ("CDE 2.1") as defined and released by Licensor from time to time and all related CDE 2.1 Documentation issued by Licensor. The Licensed Program has been integrated with certain components of Licensor's graphical user interface code bearing the name Motif or OSF/Motif Version 2, Revision 1. The Licensed Program shall become subject to this Supplement when Licensee has acquired a Motif 2.1 license from Licensor and (i) Licensor has accepted a purchase order for the Licensed Program or (ii) Licensor has accepted payment from Licensee of the applicable Source Code Fee(s) for the Licensed Program.
a) The term "CPU" shall mean a central
processing unit owned or leased by Licensee and located at a Licensee
Site, on which Licensee is authorized to use a source code copy
of the Licensed Program based upon the applicable Source Code
Fee(s) paid to Licensor.
b) The term "Derivative Work" shall
mean a work which is based upon the Licensed Program and/or Documentation,
as the case may be, such as a revision, enhancement, modification,
or any other forms in which the Licensed Program and/or Documentation
may be recast, transformed, or adapted, and which, if prepared
without authorization of the copyright owners of the Licensed
Program and Documentation, would constitute copyright infringement.
c) The term "Externals" shall mean
any (i) pictorial, graphic or audio/visual works (including appearance
and behavior, icons, screens, music and characters) generated
by execution of Computer Programs, and (ii) any application programming
interfaces, interoperability interfaces, or other programming
interfaces or protocols implemented in the Computer Program, to
enable interaction with other computer programs. Externals do
not include the Licensed Programs themselves.
d) The term "Motif" means OSF/Motif 2.1 object and/or source code, Documentation and associated Externals of Licensor's OSF/Motif Revision 2 Version 1, including all object code, source code, Documentation and/or any portions thereof, listed in Licensor's Motif 2.1 Price List for the applicable Motif 2.1 Software License, and all portions thereof.
e) The term "Non-Profit Research Organization"
shall mean any corporation, association or other legal entity
which has been approved by the Internal Revenue Service of the
United Sates as being a "Non-Profit" organization under
Section 503 (c) of the Internal Revenue Code, and which continues
to qualify for such approval during the term of any license granted
hereunder, and which is not controlled by, or otherwise associated
with, any entity doing business for profit.
f) The term "Site" shall mean a
Licensee facility located within a contiguous geographic area
with a single mailing address.
g) The term "University Site" shall mean a degree-granting educational institution, including its remote campus sites, if any, operating under one (1) Administration/Admissions Department. For example, the University of California at Berkeley and its remote campus sites qualify as a single University Site. However, the University of California at Berkeley and the University of California at San Diego do not qualify as a single University Site.
a) The license grants in this Section are in addition
to those listed in Section 2 of the Master Software License Terms
and Conditions. In addition, while the Licensed Program is being
made available by Licensor as integrated with certain Motif 2.1
code, the sole terms and conditions governing the Motif content
shall be those embodied in the Standard Supplement for Motif 2.1,
and no provision of this CDE 2.1 Supplement is intended to amend
or otherwise modify the terms of the Motif 2.1 Standard Supplement.
Similarly, the sole terms and conditions to govern the Licensed
Program are contained and referenced in this CDE 2.1 Supplement.
b) The Open Group CDE 2.1 Source Non-Commercial
Evaluation Only License. Subject to the terms and conditions
of this Supplement and Licensee's payment of the applicable fee(s)
for The Open Group CDE 2.1 Source Non-Commercial Evaluation Only
License, Licensor grants to Licensee and Licensee accepts, a non-exclusive,
personal and non-transferable, worldwide license to use, modify
and prepare Derivative Works of the Licensed Program and Documentation,
in Source Code form, on a CPU at Licensee's Site, for Licensee's
own internal evaluation (including development activities performed
as part of such evaluation).
Such license includes the right to use the Licensed
Program in Source Code form on any CPU(s) at the Site, provided
that Licensee has paid Licensor The Open Group CDE 2.1 Source
Non-Commercial Evaluation Only License fee for each CPU on which
the Source Code will be present and/or can be accessed at any
given point(s) in time. In addition, this license does not include
any right to distribute the Object Code of the Licensed Program
and/or Derivative Work(s), whether internally or externally. However,
should Licensee later decide to acquire a Full distribution Rights
License per the provisions of Paragraph 3 (b) above, the fee paid
for the Non-Commercial Evaluation Only License will be credited
in full against the fee due for the Full Distribution Rights License
if the version and revision of the Licensed Program then being
licensed by Licensor is the same as that originally licensed by
Licensee for internal evaluation.
c) The Open Group CDE 2.1 University/Non-Profit Research Organization Site License. Subject to the terms and conditions of this Supplement, and Licensee's payment of the applicable fees, Licensor grants to Licensee, and Licensee accepts, a non-exclusive, personal, non-transferable, worldwide license to use, execute, display, perform, make copies of, modify and prepare Derivative Works of the Licensed Program and Documentation, on CPU's at Licensee's Site, for educational and research and development purposes. Licensee shall be entitled, however, to make copies of the Licensed Program in object code form and the Documentation in Output File form, available to its students and employees for its educational and research purposes respectively, at such Site(s). A University or Non-Profit Research Organization shall be entitled to a License on the same terms set forth in Paragraph 3 (b) above.
d) The rights and licenses granted pursuant to the
Master Software Terms and Conditions and this Supplement apply
to the pictorial, graphic and audio/visual work of the Externals
generated by HP-VUE Code, but only for use on an X Window System
as defined or developed by the Massachusetts Institute of Technology,
X Consortium or successor organization.
(i) The rights and licenses granted above require that Licensee be an existing OSF/Motif 2.1 Source Code licensee, as applicable.
(ii) Licensee's right and license to grant sublicenses
pursuant to Paragraph 3(c) above will become effective when the
Licensee's sublicensees (including Distributors) have executed
a written agreement with the Licensee containing terms no less
restrictive than the terms undertaken by Licensee under this Agreement.
and Licensee has verified with Licensor that the sublicensee(s)
(including Distributors) are existing licensee(s) of Version 2.1
or higher of OSF/Motif.
(iii) The rights and licenses granted above require that Licensee, and all sublicensees, place and preserve existing copyright notices, as well as legally sufficient copyright notices, on each copy of the Licensed Program, Documentation and any Derivative Works thereof.
(iv) The rights and licenses granted in Section 2
(a) and (b) of the Master Software Terms and Conditions include
the limited right of Licensee and its sublicensees (including
Distributors), to distribute those portions of the Licensed Program
and Documentation designated as Sun Pre-Existing ToolTalk Code
and Documentation or HP Pre-Existing SPCD, (Sub-Process Control
Daemon Code), or any Derivative Works thereof, (to the extent
that Documentation describes Externals) only:
(1) as part of the Licensed Program or Derivative
Works of the Licensed Program; or
(2) as part of any other product, provided that:
(a) the product includes such ToolTalk Code, Documentation,
and/or HP SPCD Code to provide linkage to and architectural consistency
with the Licensed Program or Derivative Works thereof; (b) the
functionality of such ToolTalk Code, Documentation and/or HP SPCD
Code is ancillary to the primary functionality of the product;
and (c) the product as a whole is not a separate (unbundled) distribution
or clone of such Sun ToolTalk Code, Documentation and/or HP SPCD
(3) if the product does not qualify under subparagraph
(i) and (ii) above, Licensee is already licensed under a separate
agreement with the licensor of such Sun ToolTalk Code, Documentation
and/or HP-SPCD Code to distribute it with such product; or
(4) to the extent that only minor portions of the
Sun ToolTalk Code, Documentation and/or HP-SPCD Code are used
(provided that such portions do not perform the primary or dominant
functions of the Sun ToolTalk Code, Documentation and/or HP-SPCD
Code and do not implement the application programming interfaces
of such Code and Documentation so as to expose such application
programming interfaces to customers); or
(5) as part of the window manager (Desktop Window Manager).
a) General: License fees shall be as specified in
Licensor's then-current Price List for the Licensed Program, and
shall remain in effect until Licensee has entered into a license
agreement with Licensor for any next release of the Licensed Program.
All License Fees due hereunder are in addition to and not in lieu
of, any license fees paid or payable for Motif software. Licensee
shall be entitled to make a single copy of the Licensed Program
(in source code and/or object code form, as applicable) without
payment of an additional Source License Fee or Object Code Fee,
provided that such copy is made and used by Licensee solely for
archival or back-up purposes.
b) Source Code License Fees. Licensee shall pay the
applicable Source Code Fee identified in the Price List, for each
CPU on which the Licensed Program is loaded or otherwise accessed
at any given point in time. Accordingly, and for example, only
one (1) Source Code License Fee will be due if a single licensed
copy of the Licensed Program is simply transferred by Licensee
from one CPU to another CPU at the same Licensee site and is never
used and/or accessed by more than one Licensee CPU at any given
point in time.
c) Object Code License Fees. Licensee shall pay the
applicable Object Code Fees as specified in the Price List for
each copy of the Licensed Program and Derivative Works thereof
used and/or distributed by Licensee, its sublicensees, Distributors,
as well as sublicensee of Distributors, at any tier. The Object
Code Fees shall be paid to Licensor within 60 days after the end
of the quarter in which Licensee's obligation to pay the fees
If Licensee elects either the Motif Option A or Motif
Option B Object Code Fee Volume Discount pursuant to the OSF/Motif
2.1 Price List, then Licensee will be eligible for the next volume
discount level applicable to Licensee's current Motif Object Code
Fee rate. Provided, however, that no discounts will become effective
unless Licensee (i) has notified TOG, in writing, of the next
level volume discount for which it has qualified, (ii) is a OSF/Motif
2.1 licensee in good standing, and (iii) has received written
confirmation from TOG that Licensee has qualified for such discount.
For purposes of this Section 4(c) when an object code copy of the Licensed Program is transferred to another party in a form containing a lock to prevent another from using or operating the Licensed Program unless they obtain from Licensee a corresponding key , the copy shall be deemed to be distributed when Licensee provides the key to such party.
No provision of this Supplement confers upon Licensee
any right or license to use any trademark(s), tradename(s), or
service mark(s) of Licensor, or of any developer of, or contributor
to, the Licensed Program and Documentation licensed hereunder.
Except as specifically provided herein, no license or right is
granted to Licensee, whether expressly or by implication, estoppel
or otherwise, under any patent, trademark, copyright, trade secret
or other intellectual property right of Licensor or any developer
of/contributor to, the Licensed Program and/or Documentation licensed
Permission is granted to reproduce any portion of the text or graphic images of this document provided that you prominently display both the copyright notice listed above and the following acknowledgment: Portions of this document have been reproduced with the permission of the copyright owner, The Open Group, Inc., Cambridge, MA.