::LINUX MARK INSTITUTE::
A California Corporation
YOUR SOURCE FOR INFORMATION ON AND LICENSING OF THE LINUX® TRADEMARK
LINUX® SUBLICENSE
    THIS SUBLICENSE is between the LINUX MARK INSTITUTE, a California not-for-profit corporation, located in Monterey, California (herein LMI) and LICENSEE, as listed at the signature line with its address and other contact information.

RECITALS:

A. LMI was established by Linus Torvalds for the express purpose of holding the exclusive right to sublicense the use of the Linux® trademarks and goodwill to individuals and entities in order to protect the right of responsible persons to use this mark in connection with computer programs using the open source code of the Linux operating system. Torvalds originally coordinated and made available this open source code for the computing public, without any royalties. He holds the trademark on the Linux mark in most countries. This trademark sublicensing scheme was made necessary because of unscrupulous people who have tried to appropriate the use of the Linux mark to themselves to the exclusion of others in various countries.

B. Torvalds has established the conditions set forth in this License to permit the greatest leeway in use of the Linux mark by licensees, and has set a minimal one-time license fee intended to cover the operating costs of the licensing scheme without generating any profits. For this reason the terms of the License are not subject to negotiation and the License limits the liability of Torvalds and LMI in recognition of the structure and purpose of the License.

C. To the extent possible all Licensees under this licensing scheme have similar obligations for the benefit of all Linux users, and Torvalds and LMI make no representations of exclusivity for any Licensee authorized hereunder. Neither LMI or Torvalds will enter into any disputes between Licensees over conflicting uses of the mark, and this License requires Licensees to indemnify LMI and Torvalds from any claims and costs arising out of such disputes, whether between Licensees or other persons claiming rights in the Linux mark in other countries.

TERMS OF LICENSE:

  1. Grant of License. LMI hereby grants to Licensee a non-exclusive sublicense to use the Linux mark and goodwill, in the form listed in the Licensee information at the end of this License form, for the purpose of marketing and distributing software that relates to the Linux operating system, whether it is an application or a version of the operating system itself. This License covers all countries in which LMI or Torvalds hold trademark rights, including all those countries where it is a formally registered mark. LMI shall have the right to post the names and addresses of all Licensees on the LMI web site for public information, without further notice to Licensee.
  2. Length of License Term. This License is perpetual so long as Licensee complies with the terms and conditions of this License, but may be terminated by LMI upon not less than thirty (30) days notice to Licensee for failure to comply with the said terms and conditions. Such notice shall give Licensee not less than thirty (30) days to comply with the terms and conditions and to correct violations, after which it will automatically terminate without any automatic right of reinstatement upon cure. Licensee may voluntarily terminate the License by written notice to LMI at the Notice address provided herein.
  3. One Time Single Payment Royalty. This License shall become effective only upon acceptance by LMI at its official office in Monterey, California and the receipt by LMI of a one-time license fee of Five Hundred Dollars (US $500.00), which shall be non-refundable under all circumstances. Acceptance shall be communicated to Licensee by an LMI executed copy sent to Licensee’s Notice address.
  4. Trademark Legend and Other Requirements. To protect the mark from becoming generic, all Licensees are required to place the following legend conspicuously on each copy of a product sold, licensed or leased by the Licensee, and at least once in the area of the title page of any documentation or sales literature accompanying the Licensed product:
    “The registered trademark Linux® is used pursuant to a sublicense from the Linux Mark Institute, the exclusive licensee of Linus Torvalds, owner of the mark on a world-wide basis.”
    Recognizing that there may be space limitations, any reasonable facsimile of this language may be used as a substitute where made necessary by such space limitations. In case of doubt as to the proper shortened form, exemplars should be submitted to LMI. The first reference to the Linux mark in the documentation and advertising of the product shall also bear the circle ® symbol by the word mark Linux. LMI shall have a reasonable right to request copies of and to inspect products and advertising distributed by Licensee as an aid to enforcing its trademark and license rights hereunder, as a part of policing the Linux trademark. Upon request of LMI, Licensee shall provide copies of packaging and labeling on such products and advertising so that LMI can determine compliance with the terms and conditions of this License. Licensee shall make such modifications to future copies of packaging and advertising as may be requested by LMI after such review. No Licensee shall make any statements in its advertisements, manuals or literature that imply that its use of the mark or a modified version of the mark is any type of certification or standard authorized by LMI.
  5. LIMITATIONS ON WARRANTIES AND OTHER LIABILITY: The sole purpose of this License is to permit Licensee to use the Linux mark commercially in conjunction with its product(s) and the royalty fee is set solely to cover licensing and enforcement costs of this licensing scheme. This is not a license to a consumer or end user, but a commercial license granted to a business person or business entity. Accordingly, Licensee expressly waives any right to enforce warranties of any kind by LMI and Torvalds with respect to this License, other than that LMI and Torvalds own respectively a sublicense and a registered U.S. trademark on the word mark Linux as of the time of execution of this License to Licensee. All other warranties are expressly disclaimed by LMI and Torvalds. Furthermore, Licensee understands that LMI and Torvalds expressly disclaim liability for any damages incurred by Licensee and third party claims of any kind that may arise out of Licensee’s use of the mark under this License. Without these waivers, LMI and Torvalds would not have granted this License at any royalty rate or under any circumstances. These disclaimers of liability and warranties shall be effective as to any country in which the Licensee sells, licenses or leases the product using the Linux mark.
  6. Indemnity By Licensee. As an express condition of this License, Licensee hereby agrees to indemnify and hold LMI and Torvalds harmless from any and all third party claims that may arise in any manner in any country by reason of Licensee’s use of this License right on its products and in its advertising. There are no exceptions to this indemnity, which shall include not only damages, interest, and expenses incurred but also reasonable attorney fees and the full costs of defending any such claims; provided only that LMI and Torvalds shall promptly notify Licensee of any such claims and permit Licensee to defend the claims, itself, and that LMI and Torvalds will assist Licensee in any reasonable manner in establishing the Licensee’s right to use the Linux mark, at the cost of Licensee. Should Licensee, however, fail to provide, in LMI and Torvalds’ reasonable judgment, an adequate defense, then LMI and Torvalds may retain their own counsel for the purpose of defending the claims and shall be entitled to recover the full cost of such defense in the manner set out above in this paragraph 6.
  7. Notice. All notices required by this License or any legal requirement relating hereto shall be given by the most reasonably expeditious means, including surface mail, courier, facsimile, or by email followed by some form of physical notice on paper, addressed to Licensee at the address set forth in the signature area below, and to LMI at Linux License Administrator, Law Firm of Terra Law L.L.P. 60 South Market, Suite 200, San Jose, CA 95113 Facsimile notices may be sent to 408-299-1283 or by email to LMI@terra-law.com. Email notice to LMI is not effective unless followed within three days by physical notice on paper by one of the means listed above. Either party may by notice change the address for notice in the manner stated above.
  8. Effect of Invalidity; Amendments. If any term or provision of this License shall be held invalid under any applicable law, rule or regulation of any jurisdiction, then the entire License shall be deemed terminated without further notice and the same may not be reinstated unless acceptable to LMI and/or Torvalds, its Licensor. Such termination shall not relieve Licensee of the obligation of the required Indemnity and acceptance of the waiver of all Warranties by LMI and Torvalds, for the reasons noted in the applicable paragraphs above. No amendment of this License shall have any effect unless duly executed and dated by an officer of LMI and the Licensee and shall be in writing. There can be no oral amendments or modifications of any kind.
  9. Applicable Law and Jurisdiction for Disputes. This License agreement is made under and shall be governed by the laws of the State of California and U.S. trademark law, without regard to the rules on conflict of laws. The place of making shall be at Monterey, California, where it has been accepted by LMI on behalf of it and Linus Torvalds. The parties irrevocably consent to the personal jurisdiction of the Superior Courts of the County of Monterey, California and the San Jose Division of the U.S. District Court for the Northern District of California, which courts shall have the sole and exclusive jurisdiction to hear any matters arising under or in connection with this License agreement. Any individual or business entity not located in the United States nonetheless agrees to such jurisdictional provisions, and agrees that any judgment entered against him, her or it in either of the courts listed above may be enforced against Licensee in his, her or its home country, and that Licensee shall not assert any defense of lack of jurisdiction by reason of being outside the United States, provided only that it has been given reasonable notice of the litigation in such courts, in accordance with the Notice provisions of this License.
EXECUTED BY THE PARTIES AS INDICATED BELOW ON THE DATES SET FORTH BY THEIR NAMES AND SIGNATURES:

LICENSOR:

LINUX MARK INSTITUTE

LINUX MARK INSTITUTE
By Its Authorized Officer
x
 
Dated:  

San Jose, California
LICENSEE:


Formal Name of Entity


Type of Entity (Corp., P’ship, ?)


Name of Mark Authorized


Street or Mail Address


City, State and Country


SIGNATURE of Officer


Typed Name of Signatory


Place of Signing


Date of Execution By Licensee


Fax and Telephone Numbers


Email Address for Notices

 
 
More Information:
Please review the following pages to determine if you need a Linux Trademark License and, if so, how to get one:
Who needs a Linux License
How does LMI work
What is required to obtain a License
What if I do not like the terms of the License
What about other people using the mark without a license
Online Application Form
How do I get rights to the Linux Penguin
What if I don't like the decision of LMI
Contacting the Linux Mark Institute
Read the License Agreement
Good luck in your business operations and long live the Linux operating system and its creator Linus Torvalds!

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