Candidate Specification License
This License Agreement (Agreement) is a legal agreement between you and NFC Forum, Inc. (Licensor), which is the owner of the draft technical specification that you will be permitted to download when purchased. As used in this Agreement, “you” means the company, entity or individual that is acquiring a license under this Agreement. By purchasing, 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 purchases. When they do so, it will also constitute a representation by the individual that s/he is authorized to bind you as a party to this Agreement.
WARNINGS: THE CANDIDATE SPECIFICATION IS NOT FINAL, WILL CHANGE, AND MAY NEVER BE ADOPTED IN FINAL FORM BY NFC FORUM. NFC FORUM DOES NOT KNOW WHETHER ALL PATENT CLAIMS THAT READ UPON THE SPECIFICATION WILL BE AVAILABLE ON REASONABLE AND NON-DISCRIMINATORY TERMS, OR AT ALL. ANY USE OR IMPLEMENTATION OF THE SPECIFICATION BY YOU IS AT YOUR SOLE RISK. THIS LICENSE IS OF LIMITED DURATION, AS FURTHER PROVIDED BELOW.
1. LICENSE GRANT.
In consideration of your payment of the current license fee, NFC Forum hereby grants you the right, on a perpetual, non-exclusive and worldwide basis, the right to utilize the Candidate Specification for the purpose of developing, making, having made, using, marketing, importing, offering to sell or license, and selling or licensing, and to otherwise distribute, products complying with the Candidate Specification, in all cases subject to the conditions set forth herein and any relevant patent and other intellectual property rights of third parties (which may include members of NFC Forum). This license grant does not include the right to sublicense, modify or create derivative works based upon the Candidate Specification, except for those elements, if any, listed on Exhibit A.
1. NO WARRANTIES.
THE CANDIDATE SPECIFICATION IS 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, COMPLETENESS AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. IN NO EVENT SHALL NFC FORUM, ITS MEMBERS OR ITS CONTRIBUTORS 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, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE CANDIDATE SPECIFICATION.
1. THIRD PARTY RIGHTS.
Without limiting the generality of Section 2 above, NFC FORUM ASSUMES NO RESPONSIBILITY TO COMPILE, CONFIRM, UPDATE OR MAKE PUBLIC ANY MEMBER OR THIRD PARTY ASSERTIONS OF PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS THAT MIGHT NOW OR IN THE FUTURE BE INFRINGED BY AN IMPLEMENTATION OF THE CANDIDATE SPECIFICATION IN ITS CURRENT, OR IN ANY FUTURE FORM. IF ANY SUCH RIGHTS ARE DESCRIBED ON THE CANDIDATE SPECIFICATION, NFC FORUM TAKES NO POSITION AS TO THE VALIDITY OR INVALIDITY OF SUCH ASSERTIONS, OR THAT ALL SUCH ASSERTIONS THAT HAVE OR MAY BE MADE ARE SO LISTED.
1. TERMINATION OF LICENSE.
(a) This license may be terminated immediately upon notice from Licensor if you or any of your employees or consultants copies or distributes the Candidate Specification in violation of Section 1 above. In the event of any other breach of this Agreement by you or any of your employees or consultants, Licensor shall give you written notice and an opportunity to cure. If the breach is not cured within thirty (30) days after written notice, or if the breach is of a nature that cannot be cured, then Licensor may immediately or thereafter terminate the licenses granted in this Agreement.
(b) If not earlier terminated, the license rights above will automatically terminate, without notice to you by NFC Forum, one hundred and eighty (180) days after the final version of the Candidate Specification is adopted by NFC Forum, or further development of the Candidate Specification is canceled by NFC Forum. Status information for NFC Forum Candidate Specifications shall be made available at http://www.nfc-forum.org/specs/candidate_spec_list/.
Upon termination of the license rights herein or (as applicable) your membership in NFC Forum for any reason, all of your rights herein will terminate, but any end user of a product licensed or sold by you implementing the Candidate Specification that is already in possession of such end user may continue to use that product.
All notices required above shall be in writing, and shall be deemed effective five days from deposit in the mails. Notices and correspondence to either party shall be sent to its address as it appears below. These terms shall be construed and interpreted under the internal laws of the United States and the Commonwealth of Massachusetts, without giving effect to its principles of conflict of law.
You agree that you will indemnify, defend and hold harmless NFC Forum and its officers, directors, employees and agents (each, an “Indemnified Party”) from all losses, costs, damages, claims and other expenses arising out of any Claim by any third party in connection with the use by Licensee, its affiliates or its end users, of the Candidate Specification, including, without limitation, claims asserting that any Licensee product or service infringes any intellectual property rights anywhere in the world of such third party.
NFC Forum, Inc.
401 Edgewater Place, Suite 600
Wakefield, MA, USA 01880