SPECIFICATIONS LICENSE AGREEMENT
THIS IS A LEGAL AGREEMENT BETWEEN THE ENTITY PURCHASING THE SUBSCRIPTION (“YOU” OR “YOUR”) AND ODVA, INC. (“ODVA”). ODVA IS WILLING TO LICENSE TO YOU THE SPECIFICATIONS FOR WHICH YOU HAVE PURCHASED A SUBSCRIPTION (THE “SPECIFICATIONS”) UPON THE CONDITION THAT YOU ACCEPT ALL THE TERMS AND CONDITIONS CONTAINED IN THIS LICENSE AGREEMENT (THE “AGREEMENT”). PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE SUBMITTING THE SUBSCRIPTION ORDER FORM. YOUR SUBMISSION OF THE SUBSCRIPTION ORDER FORM (THE “ORDER FORM”) WILL INDICATE YOUR ASSENT TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, THEN DO NOT SUBMIT THE ORDER FORM. IN ADDITION, BY SUBMITTING THIS ORDER FORM YOU ACKNOWLEDGE THAT THIS AGREEMENT DOES NOT GRANT YOU ANY RIGHTS OR LICENSES TO MAKE, USE OR SELL PRODUCTS BASED ON THE SPECIFICATIONS. YOU MAY ACQUIRE SUCH RIGHTS BY ENTERING INTO A TERMS OF USAGE AGREEMENT WITH ODVA.
1. Subject to the terms and conditions of this Agreement, during the subscription term set forth in the Order Form, ODVA grants to You a nonexclusive, nontransferable limited license to install and use the Specifications solely for your internal business purposes.
Single User Subscriptions. If You have purchased a single user subscription (as indicated in the Order Form), then the Specifications shall only be accessed and used by one named user who is either Your employee or Your independent contractor (i.e., an individual who is an independent contractor performing functions for You that are customarily performed by Your employees) (an “Employee”). Upon the termination of an Employee who is Your designated named user, you may transfer the right of access from the such terminated Employee to another Employee. To transfer the right of access, Your subscription must be valid and You must contact ODVA with the name and email of the new Employee user.
Enterprise Subscriptions. If You have purchased an enterprise subscription (as indicated in the Order Form), then the Specifications may be accessed by any number of Your Employees.
2. You shall not transfer the Specifications to a third party. You shall not modify or translate in whole or in part the Specifications. You shall not rent, sell, time-share, lease, sublicense, transfer, copy, disclose, display or otherwise make available the Specifications or copies thereof to third parties, except as expressly provided herein. You shall not store the Specifications on any server, computer or device that may be access by persons not permitted to access and use the Specifications pursuant to this Agreement. Except as set forth in a Terms of Usage agreement between You and ODVA, You shall not use the Specifications, or any part thereof, to (i) make, have made, sell, have sold or use products based on the Specifications or (ii) provide testing services to any third party. Any breach of the above terms and conditions shall immediately terminate your license under this Agreement.
3. You agree to pay any applicable subscription fees according to the terms that have been agreed upon between You and ODVA. Your failure to pay any such fees when due shall be considered a default under this License Agreement.
4. This license is not a sale of the Specifications. Title, ownership rights, and intellectual property rights in and to the Specifications shall remain in ODVA. You agree to abide by the copyright laws and all other applicable laws of the United States and international treaties. You acknowledge that the Specifications remains a confidential trade secret of ODVA. Failure to comply with the above restrictions will result in automatic termination of this Agreement and will make available to ODVA other legal remedies.
5. ODVA may from time to time make available to You, without charge, updates to the Specifications that ODVA makes generally available without charge to other users of the Specifications. Any updates to the Specifications shall be deemed to become part of the Specifications and shall be subject to the terms and conditions of this Agreement.
6. The term of this Agreement shall expire upon the expiration of the subscription period described in the Order Form. Notwithstanding anything herein to the contrary, You acknowledge and agree that ODVA may terminate your license to the Specifications if You have failed to comply with any of your obligations under this Agreement. You may terminate the license granted in Section 1 of this Agreement at any time by notifying ODVA of such termination and destroying your copy of the Specifications. In the event of the expiration or termination of this Agreement for any reason, all the sections of this Agreement will survive except for Sections 1 and 5.
7. THE SPECIFICATIONS ARE PROVIDED “AS IS” WITHOUT WARRANTIES WHATSOEVER. NO WARRANTIES ARE MADE BY ODVA WITH RESPECT TO THE SPECIFICATIONS (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE), AND ODVA EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
8. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ODVA BE LIABLE FOR ANY DIRECT OR INDIRECT SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, WHETHER UNDER CONTRACT, TORT, WARRANTY, OR OTHERWISE, ARISING IN ANY WAY OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAD ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY CLAIMS FOR LOST PROFITS, BUSINESS INTERRUPTION, DEVELOPMENT EXPENSES, LOST INFORMATION OR OTHER DAMAGES ARISING OUT OF THE USE THE SPECIFICATIONS. IN ALL EVENTS, ODVA’S SOLE OBLIGATION AND LIABILITY UNDER THIS AGREEMENT IN THE AGGREGATE IS US$100.00.
9. The validity, construction and performance of this Agreement will be governed construed in accordance with the laws of the State of Michigan, without regard to conflicts of law provisions thereof.
10. This Agreement sets forth the entire agreement between You and ODVA pertaining to the licensing of the Specifications and supersedes in its entirety any and all written or oral agreements previously existing between the parties with respect to such subject matter. If any provision of this Agreement is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of this Agreement shall continue in full force and effect. In the event of any conflict between any provision of this Agreement and any applicable law, the provision or provisions of this Agreement affected shall be modified to remove such conflict and permit compliance with such law and as so modified this Agreement shall continue in full force and effect.
11. The right to make, use, or sell product or system implementations based upon the Specifications is granted only under separate license pursuant to a Terms of Usage Agreement or other agreement. The ODVA Terms of Usage Agreement is available, at standard charges, over the Internet at www.odva.org. NOTE: Because the technologies described in the Specifications may be applied in many diverse situations and in conjunction with products and systems from multiple vendors, the user and those responsible for specifying these technologies must determine for themselves their suitability for the intended use. The user should always verify interconnection requirements to and from other equipment, and confirm installation and maintenance requirements for the specific application.