NFC FORUM, INC.
TRADEMARK LICENSE AGREEMENT FOR THE NFC FORUM MARK
This trademark license agreement (“Agreement”) is a legal agreement between you and NFC Forum, Inc., a not for profit Delaware membership corporation with principal offices at 401 Edgewater Place, Suite 600, Wakefield, MA 01880 USA (the “Forum”), which is the owner of the trademark and the related material that you will be licensing when you complete this Agreement. As used in this Agreement, the word “you” means the company, entity or individual that is acquiring a license under this Agreement. By signing this agreement, you are agreeing that you will be bound by and are becoming a party to this Agreement. If you are an entity, and an individual is entering into this Agreement on your behalf, then you will be bound by this Agreement when that individual executes this agreement. When they do so, that acceptance will also constitute a representation by the individual that s/he is authorized to bind you as a party to this Agreement. The Effective Date of this Agreement shall be the date upon which you click on the “ACCEPT” button.
In consideration of the Forum’s agreements herein, and other good and valuable consideration, the receipt and sufficiency of which you acknowledge by accepting this Agreement, you agree as follows:
Schedule A THE LICENSED MARK
Note: High-resolution files of the Licensed Mark will be provided by the Forum upon execution of the Agreement
Schedule B Requirements Tags and Media:
- License. The Forum hereby grants to you a limited, revocable, royalty-free, non-exclusive, nontransferable, non-sublicensable license to use the “NFC Forum Mark,” comprised of a stylized “N,” as displayed in “Schedule A” of this Agreement and which shall be provided upon your acceptance this Agreement (the “Licensed Mark”) solely in connection with use of the Forum’s Near Field Communication (“NFC”) technology for wireless interaction of data between consumer electronics, mobile devices, and personal computers and other NFC compatible devices (e.g., tags, smart posters). The Forum has registered the mark in certain jurisdictions and for certain classes of products and services. The Forum will provide a list of such jurisdictions and trademark classes upon your request.
- Restricted Use.
- (a) Tags. You shall not use the Licensed Mark except as set forth herein. You may use the Licensed Mark solely in connection with tags or devices (i) that implement all mandatory features for the NFC Tag Device class as per Section 3 of the NFC Forum Devices Requirements and (ii) have a data structure that complies with the then-current version of the applicable NFC Forum “Specifications” displayed under the heading “Schedule B” (such then-current versions referred to in this Agreement as the “Specifications”) and (iii) that can be read by products that are implemented in compliance with the NFC Forum “Compliance Requirements for Tags Using the Mark” (“Tag Requirements”) that are displayed under the heading “Schedule B” (the “Requirements”) and the Specifications (such products, collectively, “Products” and each a “Product”). You may use the Licensed Mark only for the purposes of identifying the position where to align antennas of tags and devices. For example, the Licensed Mark may be used on smart poster tags that can be read by NFC Forum-enabled devices. The Licensed Mark may not be used for the purpose of identifying that a Product is compatible with NFC Forum Specifications. The NFC Forum Devices Requirements document is publicly available via the NFC Forum website.
- (b) Media. You shall not use the Licensed Mark except as set forth herein. You may use the License Mark in marketing collateral including but not limited to billboards, posters, manuals, websites, presentations, and product packaging, to promote NFC technology and, when relevant, to communicate that the referenced service or NFC Forum Device that fulfills the requirements listed in the document “NFC Forum Devices Requirements” has NFC Forum technology capabilities.
- (c) Application Software. You shall not use the Licensed Mark except as set forth herein. You may use the Licensed Mark solely in connection with software programs (“Application(s)”) that can be preinstalled or installed by the end user on an NFC device after purchase or downloaded with a user interface. Further, you may use the Licensed Mark only for the purpose of identifying NFC functionality on the graphical user interface. The NFC Forum Mark may be used as a submark within an Application icon set, provided that the display of the Licensed Mark is consistent with the Forum’s then-current Usage Guidelines. For example, the Licensed Mark may be used to distinguish between a version of the Application incorporating NFC functionality versus a version of the Application not containing NFC functionality. The Licensed Mark may only be used in an Application that utilizes at least the NFC Forum Master/Slave Communications Protocol, the NFC Forum Peer-to-Peer Communications Protocol, or both (collectively, “the NFC Forum Communications Protocols“), as referenced in the NFC Forum Devices Requirements. The NFC Forum Devices Requirements, including the NFC Forum communications Protocols, is publicly available via the NFC Forum website.
- (d) Devices (for devices incorporating Tags see (a)). You shall not use the Licensed Mark except as set forth herein. You may use the Licensed Mark solely in connection with a product that implements all mandatory features for the appropriate device class as per Section 3 of the NFC Forum Devices Requirements. The NFC Forum Devices Requirements document is publicly available via the NFC Forum website. You may use the Licensed Mark only for the purpose of identifying NFC functionality of the NFC Forum-enabled device. You may use the Licensed Mark only for the purposes of identifying the position where to align antennas of tags and devices.
- (e) Peripherals. You shall not use the Licensed Mark except as set forth herein. You may use the Licensed Mark solely in connection with a device that is capable of meeting all mandatory features for the appropriate device class as per Section 3 of NFC Forum Devices Requirements when connected to another device (e.g., a personal computer) by installing the bundled software. The manufacturer of the NFC Reader must have tested the NFC Device on a system that meets the System Requirements against the NFC Forum Devices Requirements. For example, when a USB connected Reader is sold with a CD containing driver software and a System Requirements statement, and when the software is installed on a system that meets the System Requirements, the System and Reader would then meet all the mandatory features for the appropriate device class as per Section 3 of the NFC Forum Devices Requirements, and the Reader may use the NFC Forum N-Mark above the RF Antenna. The NFC Forum Devices Requirements document is publicly available via the NFC Forum website.
- Quality Standards and Maintenance. You acknowledge and agree that (a) your use of the Licensed Mark shall at all times comply with the Forum’s Usage Guidelines as the Forum may from time to time approve and amend for such purpose in its sole discretion, and (b) the Forum will rely upon your quality control procedures to ensure that products bearing the Licensed Mark offered by you are in compliance with the Usage Guidelines and Tag Requirements and/or NFC Forum Devices Requirements applicable to your intended use. Your quality control procedures shall be consistent with industry standard norms. Upon request by the Forum, and without cost to the Forum, you shall submit to the Forum for its approval, samples of the products, services and other devices, packages, posters or collateral where the Licensed Mark is or will be applied or used. If at any time the Forum determines, in its sole discretion, that your use of the Licensed Mark fails to comply with the Usage Guidelines and Tag Requirements and/or NFC Forum Devices Requirements applicable to your intended use, the Forum may notify you of such determination and shall request that you cure such failure as soon as reasonably possible and no longer than one hundred twenty (120) days. You may not use the Licensed Mark after the expiration of the one hundred twenty (120) day period in which to cure the failure, unless and until you have provided the Forum with evidence of compliance with the Usage Guidelines and Tag Requirements and/or NFC Forum Devices Requirements applicable to your intended use and the Forum has expressly approved such use in writing.
- Form of Use.
- (a) Attribution. You agree to use the Licensed Mark only in the form and manner and with appropriate legends as prescribed from time to time by the Forum. The following statement must accompany all uses of the Licensed Mark on smart posters, permitted product packaging, Internet pages and collateral: “The N-Mark is a trademark or registered trademark of NFC Forum, Inc. in the United States and in other countries.”
- (b) Notice. You shall mark each use of the Licensed Mark with the “TM” symbol unless advised by the Forum to use the “®” symbol. If the Licensed Mark is used multiple times on or in a particular product or related document, advertisement or other material, the symbol need only be used in connection with the most prominent use of the Licensed Mark on or in such product, document, advertisement or other material, or if all uses are substantially the same in terms of prominence, then the symbol need only be used in connection with the first use of the Licensed Mark on or in such product, document, advertisement or other material. Licensee shall use best efforts in complying with Licensor’s trademark attribution requirements, but in the event that the placement of the trademark symbol and attribution language is not commercially feasible, Licensee may include the trademark attribution statement above on printed matter distributed together with the Product, provided that the trademark attribution language is prominently displayed.
- (c) Statements of Compliance. You may not refer to any product, smart posters, System level Software, Software Applications, or service offering as being NFC Forum-certified, NFC Forum-conformant, or NFC Forum-compliant. You may refer to a device or tag as being NFC Forum-certified, NFC Forum-conformant, or NFC Forum-compliant, provided that the device is NFC Forum-certified as defined by the NFC Forum Certification and the NFC Forum Device Requirements.
- Reservation of Rights in Marks. The Forum expressly reserves the sole and exclusive ownership of the Licensed Mark and all other intellectual property rights of the Forum. The parties expressly agree that except for the limited license granted hereunder, you shall not have any right, title or interest in or to the Licensed Mark or any other intellectual property rights of the Forum. You agree that you will do nothing inconsistent with such ownership and that its use of the Licensed Mark shall inure to the benefit of the Forum. This Agreement does not grant the Forum any right, title, or interest to your own trademarks, service marks, or trade names. You shall not acquire or attempt to acquire trademark, copyright, or domain name registrations containing the Licensed Mark or any other intellectual property rights of the Forum, alone or in combination with your own marks.
- Term and Termination of Agreement. This Agreement shall commence as of the Effective Date and may be terminated in accordance with the terms of this Agreement. This Agreement may be terminated by you at any time upon forty-five (45) days’ written notice to the Forum. This Agreement may be terminated by the Forum at any time upon forty-five (45) days’ written notice to you; you may advertise and sell off product(s) in inventory or under production for a period of nine (9) months after such effective termination date. Additionally, the Forum may terminate this Agreement upon forty-five (45) days’ written notice to you in the event of your: (i) breach of any of the terms, conditions, or covenants of this Agreement, if such breach is not cured within one hundred twenty (120) days after written notice thereof by the Forum; (ii) insolvency; (iii) filing of a petition in bankruptcy; (iv) adjudication as bankrupt; or (v) assets being placed in the hands of a trustee or receiver. Upon termination of this Agreement, you shall immediately discontinue all use of the Licensed Mark and any advertising, marketing collateral or any other materials or documentation that might make it appear that you are still handling, selling or promoting products or services bearing the Licensed Mark; provided however, that if (a) you possess any inventory of product(s) as of the effective date of such termination, (b) such product(s) in inventory contain the Licensed Mark and conform to the applicable Specifications, Tag or NFC Forum Devices Requirements and Usage Guidelines, and (c) the Forum has not withdrawn such applicable Specifications, Requirements and Usage Guidelines, you may advertise and sell off such product(s) in inventory or under production for a period of six (6) months after such effective termination date. After such six (6) month sell-off period, you shall not use, either directly or indirectly, the Licensed Mark or any other name, title, expression or mark so nearly resembling the Licensed Mark as to be likely to lead to confusion or uncertainty or to deceive the public. In the event that the Forum withdraws such Specifications, Requirements and Usage Guidelines used to implement any product(s) of yours, you shall immediately discontinue all use of the Licensed Mark in connection with such product(s) and any advertising, marketing collateral or any other materials or documentation that might make it appear that you are still handling, selling or promoting such product(s) under the Licensed Mark; provided however, that if (i) you possess any inventory of such product(s) or you have product(s) under production as of the effective date of such withdrawal and (ii) such product(s) in inventory contain the Licensed Mark and conform to the Requirements, Usage Guidelines and applicable withdrawn Specification, you may advertise and sell off such product(s) in inventory for a period six months after such effective withdrawal date; provided further that after such six month sell-off period, you shall no longer use, either directly or indirectly, the Licensed Mark or any other name, title, expression or mark so nearly resembling the Licensed Mark as to be likely to lead to confusion or uncertainty or to deceive the public, in connection with such product(s).
- Use of Trademarks or Logos. Your name, trademark or logo may be included in Forum marketing materials. Unless you inform us in writing to the contrary, you hereby authorize the Forum to use your name, trademark, or logo in connection with certain promotional materials that the Forum may disseminate to the public. The promotional materials may include, but are not limited to, internet websites, brochures, video recordings, press releases, advertising in print and online periodicals, public presentations, and any other materials. Nothing herein obligates the Forum to use your name, logo and/or trademark, in any promotional materials.
- Indemnity. Except for claims of trademark infringement, the Forum assumes no liability to you or to any third party with respect to the Product(s) sold by you under the NFC Forum Mark, and you will indemnify the Forum against losses incurred through claims of third persons against the Forum involving the manufacture or sale of such Product(s). The Forum will indemnify you for claims of trademark infringement of the NFC Forum Mark in those jurisdictions where the NFC Forum Mark is registered. The Forum shall not indemnify you for claims of trademark infringement in jurisdictions in which the NFC Forum Mark is not registered or in connection with products or services not specified in the registration of the jurisdiction in which trademark infringement is alleged. A list of countries where registration of the NFC Forum Mark has been completed or is pending can be provided upon request.
- Limitation of Liability. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, IN NO EVENT SHALL THE FORUM BE LIABLE FOR ANY CLAIM, OR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION, LOSS OF GOODWILL OR OTHERWISE, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SPECIFICATION(S) OR THE LICENSED MARK, EVEN IF THE FORUM IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES SHALL APPLY REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES AVAILABLE TO EITHER PARTY.
- Representations and Warranties.
- (a) NFC Forum Warranty. NFC Forum represents and warrants that it has the unencumbered right to license the NFC Forum Mark in those jurisdictions in which the NFC Forum Mark is registered and that use of the NFC Forum Mark in connection with the products or services recited in the registration in a given jurisdiction does not and will not infringe any third party trademark rights. A list of countries where registration of the NFC Forum Mark has been completed or is pending can be provided upon request.
- (b) Disclaimer of Warranties. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 10, THE LICENSED MARK AND THE SPECIFICATION(S) ASSOCIATED THEREWITH ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR COMPLETENESS.
- Infringement Proceedings. The Forum shall have the authority and responsibility to prosecute any infringement of the Licensed Mark, at its sole option.
- Assignment. You may not assign, sell, transfer or delegate any rights or obligations under this Agreement to another party without the Forum’s prior written consent. Any such purported assignment, sale, transfer, delegation or other disposition by you, except as permitted herein, shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.
- Injunctive Relief. You acknowledge that any breach of its obligations under this Agreement, including, without limitation, its obligations set forth in Sections 4 or 5, may cause the Forum irreparable damage. Accordingly, you agree that in the event of such breach or threatened breach, in addition to remedies at law, the Forum shall have the right to seek injunctive or other equitable relief to prevent your violation of your obligations hereunder.
- Survival of Terms. Without intending to exclude other provisions of this Agreement that by their nature survive terminations hereof, notwithstanding anything to the contrary in this Agreement, Sections 6 through 13 shall survive any termination of this Agreement.
- Severability. If any provision of this Agreement, or the application thereof to any person, place or circumstance, shall be held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties, or, if incapable of such enforcement, shall be deemed to be deleted from this Agreement, and the remainder of this Agreement and such provisions as applied to other persons, places and circumstances shall remain in full force and effect.
- Waivers. The waiver by either party of a breach of or a default under any provision of this Agreement, shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
- Governing Law. This Agreement shall be governed by and construed under, and the legal relations among the parties hereto shall be determined in accordance with, the laws of the Commonwealth of Massachusetts, excluding conflicts of law principles that would cause the application of the laws of any other jurisdiction. Each of the parties hereto irrevocably consents to the exclusive jurisdiction of any court located within Suffolk County, Massachusetts, in connection with any matter based upon or arising out of this Agreement or the matters contemplated hereby and it agrees that process may be served upon it in any manner authorized by the laws of the Commonwealth of Massachusetts for such persons and waives and covenants not to assert or plead any objection which it might otherwise have to such jurisdiction and such process.
- Independent Contractors. Except for the specific obligations set forth in this Agreement, nothing hereunder shall be deemed to constitute, create, give effect to or otherwise recognize a joint venture, partnership or business entity of any kind, nor shall anything in this Agreement be deemed to constitute either party the agent or representative of the other. Neither party may assume or create any obligations for, on behalf of, or in the name of the other party, or commit any act, make any representation, or advertise in any manner that may adversely affect any rights of the other party or be detrimental to its name or reputation.
- Notices. All notices, requests, demands and other communications required or permitted under this Agreement shall be written in English and shall be (i) delivered by hand, (ii) deposited in the United States mail from any jurisdiction, postage prepaid and registered or certified with return receipt, (iii) transmitted by electronic mail or facsimile so long as such transmission is followed by transmission confirmation or demonstrated by electronic or other means or (iv) delivered by prepaid courier service. All such notices, requests, demands and other communications shall be deemed to have been duly delivered upon receipt and shall be delivered: If to the Forum, to: NFC Forum, Inc. 401 Edgewater Place Suite 600 Wakefield, MA 01880 Facsimile: +1 781-610-9864 email: [email protected] If to You, to the address supplied by you at the end of this Agreement or at such other address as may be furnished in writing to the Forum.
- Headings. Headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement.
- Entire Agreement. This Agreement, and the Schedules, Specifications, Tag or NFC Forum Devices Requirements, and Usage Guidelines referenced herein (each of which, as amended from time to time, is incorporated by reference into and made a part of the Agreement), together constitute the entire agreement of the parties hereto with respect to its subject matter. This Agreement may be amended or modified only in writing and signed by duly authorized officers of both parties; provided however that the Forum may amend or withdraw any Tag or NFC Forum Devices Requirements or Specification or amend the Usage Guidelines at any time and from time to time in its sole discretion. You acknowledge and agree that you will periodically review the Specifications on the Forum’s website at http://www.nfc-forum.org (the “Forum Website”) and Usage Guidelines provided by the Forum from time to time to ensure that you are using the then current versions thereof. This Agreement supersedes all previous, contemporaneous and inconsistent agreements, negotiations, representations and promises between the parties, written or oral, regarding the subject matter hereunder. There are no oral or written collateral representations, agreements or understandings except as provided herein. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which, when taken together, shall constitute one and the same Agreement.
- Data on the tag must be stored in NDEF format, according to the requirements of the NFC Forum NDEF Specification and NFC Forum Tag Technical Specifications for the relevant NFC Forum tag type.
- As allowed in the NDEF Specification, the data type of NDEF records included in an NDEF message may be described using Internet content type identifiers, URIs, or NFC Forum RTDs. If an NDEF message contains a record which uses the NFC Forum Well-Known or NFC Forum External type name formats (i.e. has a TNF field value of either 0x01 or 0x04), the type field value must conform to the requirements of the NFC Forum RTD Specification.
- If a used type field value is a well-known RTD value, the content of the record and record header fields must additionally conform to the requirements of any specifications controlling the use of that well-known RTD value (e.g., NFC Smart Poster, NFC URI, or NFC Text RTD Specifications).
: The Specifications can be downloaded from the Forum website at https://nfc-forum.org/our-work/specifications-and-application-documents/specifications/specification-releases/ Software, Devices and Peripherals: The NFC Forum enabled device shall fulfill all the functionality listed in Section 4 of “NFC Forum Device Requirements” document, which is available at http://nfc-forum.org/our-work/compliance/certification-program/forms-documents/.
- NFC Data Exchange Format (NDEF) Technical Specification
- NFC Record Type Definition (RTD) Technical Specification
- NFC Forum Type 1 Tag Technical Specification
- NFC Forum Type 2 Tag Technical Specification
- NFC Forum Type 3 Tag Technical Specification
- NFC Forum Type 4 Tag Technical Specification
- NFC Forum Type 5 Tag Technical Specification
Required Information. You represent and warrant that the following information is complete and accurate: