PCI Security Standards Council®

PCI Security Standards Council INTELLECTUAL PROPERTY RIGHTS POLICY

Last updated on 10 October 2018

1. IPR Generally

1.1 Purpose

PCI Security Standards Council LLC (the “Council”) has adopted this Intellectual Property Rights Policy (the “Policy”) in order to minimize the possibility of inadvertent infringement of IPR by Members and third parties using or implementing any Council Standards.

1.2 Applicability

All Members, and all third parties participating in or attending any technical process meeting or initiative are subject to this Policy and (when approved by the Council) any related rules of procedure (the “Rules of Procedure”) for that meeting or initiative.  To the extent that any third party is permitted by the Council to participate in the technical process, it shall enter into an agreement approved by the Council under which it agrees to be bound by all of the terms of this Policy as if it were a Member, including with respect to the Standard(s) in question, a covenant not to assert Necessary Claims consistent with that set forth in the Implementation License.

2. Definitions

Term

Definition

Compliant Product

A product or service that implements all Required Elements of a Standard.

Draft Standard

 

 

A technical standard or specification and any supporting materials, and any other work product containing IPR that is produced by a Work Group, but has not been formally adopted by the Council.

Licence de mise en application

An agreement in the form of Exhibit A to this IPR Policy between the Council and an Implementer that relates to a Standard.

Implementers

Those Members and non-Members who desire to use or implement a Standard that either (i) have entered into an appropriate Implementation License with the Council or (ii) have entered into a License including a covenant not to assert any Necessary Claims consistent with that set forth in the Implementation License and are legally bound to comply with the terms of this IPR Policy.

IPR

An abbreviation of “Intellectual Property Rights.” As used in this Policy, IPR means (i) claims in patents, patent applications, continuations, divisionals, reexaminations, reissues, continuations-in-part, and foreign equivalents of the foregoing, anywhere in the world, and (ii) copyrights and copyright applications, including renewals, in the United States or any other country; but excludes trademarks and trade secrets, which are not included in a Member’s or Related Party’s licensing obligations.

Investment Portfolio Subsidiary

Any entity where the shares, assets, or ownership interests of such entity are acquired and held by a Related Party and (i) such entity is not consolidated with the Related Party’s parent company for reporting, tax and accounting purposes or (ii) such shares, assets, or ownership interests are held for a period of time to enable the sale or disposition thereof on a reasonable basis and during the period such shares, assets, or ownership interests are held, the holding company of such entity does not routinely manage or operate such entity except as may be necessary or required to obtain a reasonable return on investment upon resale or disposition.

License

An agreement in a form satisfactory to the Council between a Member or Related Party as licensor and the Council that provides the Council, at no cost, and on a perpetual, non-exclusive and worldwide basis, with the right to sublicense all copyright rights, if any, of the licensor in Standard(s) for the purpose of making, having made, using, reproducing, marketing, importing, offering to sell and selling, and to otherwise distribute Compliant Products and offering services that implement or comply with Standard(s).

Management Committee

The committee of the same name established by the Council’s LLC Agreement, or such other or successor committee authorized from time to time by the Executive Committee of the Council to consider the matters contemplated to be submitted to the Management Committee for consideration pursuant to this Policy.

Member

A member of the Council’s LLC Agreement.

Necessarily Infringed

Infringement by an implementation of a Required Element or Other Element of a Standard in a Compliant Product, there being no commercially and technically reasonable alternative way to implement that element of the Standard without resulting in such infringement.

Necessary Claims

Those claims under patents, patent applications, continuations, divisionals, reexaminations, reissues, and continuations-in-part, and foreign equivalents of the foregoing, anywhere in the world now or in the future that would be Necessarily Infringed by the implementation of a Standard in a Compliant Product. Necessary Claims do not include: (a) claims covering reference implementations or implementation examples; (b) claims that would be infringed only by any enabling technology that may be necessary to make or use any implementation of a Standard, but is not expressly set forth in the Standard; and (c) claims that would be infringed only by an implementation that complies with a specification, requirement or standard not developed by or on behalf of the Council but which is merely incorporated by reference into a Standard.

Other Element

Any element of a Draft Standard or Standard other than a Required Element.

Owned

With respect to any Necessary Claim(s), the word “Owned” includes: (i) ownership of all right, title and interest in any Necessary Claim(s) and (ii) Necessary Claim(s) that are controlled but not owned by the Member or Related Party in question, provided that the Member or Related Party in question is entitled to sublicense such Necessary Claim(s) on a royalty-free basis.

Related Party

Any entity that is directly or indirectly controlled by, under common control with, or that controls the subject party, other than an Investment Portfolio Subsidiary. For this purpose, “control” means beneficial ownership or the right to exercise more than 50% of the voting power for the entity. Any Member or potential Member that believes that the application of this definition would result in unfairness, as applied in its unique circumstances, may apply for a limited and fact-specific exemption on such form as the Council may from time to time make available for that purpose.

Required Element

Any element of a Draft Standard or Standard identified as “must” or by word(s) to similar affect.

Standard

A Draft Standard that has been formally adopted by the Council. Unless the context otherwise requires, any reference to the adoption of a Standard shall also be deemed to apply to the adoption of an amendment to a Standard as well.

Work Group

A committee, working group, special interest group, task force or other group, sub-group or initiative established by the Council for a technical purpose.

3. Necessary Claims

3.1 Applicability

In order to reduce the possibility of adopting a Standard that would infringe any Member or third party Necessary Claims if implemented, the Council will require (i) all Members, (ii) all Related Parties that are “controlled” (as defined within the definition of Related Parties, above) by a Member, (iii) all Related Parties that are not so “controlled” by a Member, and (iv) any other person or entity that may at any time participate in the technical process of the Council (as permitted by the Council in its discretion), to conform to the following rules, as supplemented by the Rules of Procedure.

3.2 Licensing Commitment

Each Member shall execute (or have executed) a License and fulfill all of its obligations as set forth in such License (including, without limitation, a covenant not to assert any Necessary Claims).

(a) In the event that a Necessary Claim is asserted in an infringement action against any Implementer, Member, or the Council by a Related Party of a Member following adoption and publication of a Standard, then such Member shall request that the Related Party grant a License to all Necessary Claims under the Standard, Owned by the Related Party, without cost to the Council, any other Member or any Implementer.

(b) If the Member is unable to obtain a License from its Related Party for all Implementers under the terms substantially as set forth above, the Council may, in its discretion:

  1. refer the Standard in question back to the Management Committee for further consideration, as appropriate;
  2. revoke all license rights granted to the Member and its Related Parties by the Council, unless such Related Party (other than the Related Party asserting such Necessary Claim) is an Implementer; and/or
  3. revoke all non-assertion obligations of all Council Members with respect to the Member and its Related Parties, unless such Related Party (other than the Related Party asserting such Necessary Claim) is an Implementer.

The foregoing remedies shall be available to the Council irrespective of whether the Related Party is participating, or has participated, in the technical process of the Council.

All prior rights and/or Licenses granted by the Member, and/or any Related Party, to or through the Council shall remain in full force with the Council, notwithstanding the revocation of rights under these provisions.

(c) The obligations of the Member set forth in subsection (a) are released if subsequent to the assertion of a Necessary Claim in an infringement action, the Owner of the Necessary Claim ceases to be a Related Party of the Member, and the Member does not benefit from assertion of the Necessary Claim. Notwithstanding the foregoing, in the event the Council has taken any of the actions set forth in subsection (b) prior to the date on which the Owner of the Necessary Claim ceases to be a Related party of the Member, the Council shall be under no obligation to reverse any such prior action or to reinstate any rights that may have been revoked.

3.3 Document Notations

3.3.1 Notation for Draft Standards

All Draft Standards that are subject to comment shall include the following introductory language:

“Recipients of this document are requested to submit, with their comments, notification of any relevant third party IPR of which they may be aware that might be infringed by any implementation of the standard or specification set forth in this document, and to provide supporting documentation.”

3.3.2 Notation when no Necessary Claims have been Identified All Standards shall include the following introductory language:

“THIS DOCUMENT AND THE CONTENT THEREOF (COLLECTIVELY, THE “STANDARD”) IS BEING OFFERED WITHOUT ANY WARRANTY WHATSOEVER, AND IN PARTICULAR, ANY WARRANTY OF NON-INFRINGEMENT IS EXPRESSLY DISCLAIMED. ANY USE OF THIS STANDARD SHALL BE MADE ENTIRELY AT THE IMPLEMENTER’S OWN RISK, AND NEITHER THE COUNCIL, NOR ANY OF ITS MEMBERS OR THEIR RELATED PARTIES, SHALL HAVE ANY LIABILITY WHATSOEVER TO ANY IMPLEMENTER OR THIRD PARTY FOR ANY DAMAGES OF ANY NATURE WHATSOEVER, DIRECTLY OR INDIRECTLY, ARISING FROM THE USE OF THIS STANDARD. FURTHERMORE, ANY USE OF THIS STANDARD SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF THE COUNCIL’S THEN-CURRENT IMPLEMENTATION LICENSE AGREEMENT.”

3.3.3 Notation when Necessary Claims or other IPR are Identified

(a) When Necessary Claims or other IPR not subject to the license set forth in Section 3.2 of this Policy have been identified for Draft Standards, or thereafter with respect to already published Standards, a notice substantially as follows shall instead be included in the introductory language:

“The Council draws attention to the fact that it is claimed that compliance with this standard or specification (the “Standard”) may involve the use of a patent or other intellectual property right (collectively, “IPR”) concerning [Subject Matter] given in [Subclause]. The Council takes no position concerning the accuracy of such claims or the evidence, validity, enforceability or scope of this IPR.

“The holder of this IPR has assured the Council that it is willing to license all IPR it owns and any third party IPR it has the right to sublicense which might be infringed by any implementation of this Standard to the Council and those Licensees (Members and non-Members alike) desiring to implement this Standard. The statement of the holder of this IPR to such effect has been filed with the Council. Prior to implementing those portions of the Standard claimed to be subject to the identified IPR, each implementer shall be solely responsible for evaluating the impact of such IPR on their respective implementation. The Council makes no representations or warranties on whether any particular implementation may or may not infringe the identified IPR. The IPR and the holder of the IPR making such claims is as follows

[Name of Holder of Right] [Address]
[Identification of IPR]

“Attention is also drawn to the possibility that some of the elements of this Standard may be the subject of IPR other than those identified above. The Council shall not be responsible for identifying any or all such IPR.

“THIS STANDARD IS BEING OFFERED WITHOUT ANY WARRANTY WHATSOEVER, AND IN PARTICULAR, ANY WARRANTY OF NON-INFRINGEMENT IS EXPRESSLY DISCLAIMED. ANY USE OF THIS STANDARD SHALL BE MADE ENTIRELY AT THE IMPLEMENTER’S OWN RISK, AND NEITHER THE COUNCIL, NOR ANY OF ITS MEMBERS OR THEIR RELATED PARTIES, SHALL HAVE ANY LIABILITY WHATSOEVER TO ANY IMPLEMENTER OR THIRD PARTY FOR ANY DAMAGES OF ANY NATURE WHATSOEVER, DIRECTLY OR INDIRECTLY, ARISING FROM THE USE OF THIS STANDARD. FURTHERMORE, ANY USE OF THIS STANDARD SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF THE COUNCIL’S THEN-CURRENT IMPLEMENTATION LICENSE AGREEMENT.”

(b) In the event that the owner of any IPR has asserted that infringement would result from the implementation of a Draft Standard or Standard, and such owner has refused to grant a License under the terms of this Policy, then the second paragraph of the above notice shall be replaced or supplemented, as appropriate, with the following:

“The holder of such IPR has refused a request by the Council that it agree to make a License available for the purpose of implementing this standard or specification. Information may be obtained from:

[Name of Holder of Right] [Address]”


3.4 Patent Searches; Duty to Disclose

(a) In no event shall the Council or any Member be obligated to conduct any patent searches regarding any Necessary Claims that may be infringed by any implementation of a Draft Standard or Standard.

(b) Each Member shall have a continuing obligation to promptly notify and disclose to the Council the existence of any non-Member IPR that, to the best of such Member’s knowledge, may be impacted by a Draft Standard or a Standard.

3.5 Patent Claims Revealed After Publication

In the event that a Necessary Claim is first revealed by a third party following adoption and publication of a Standard, such holder will be asked to License the Necessary Claim in the manner outlined in Section 3.2 above. If such request is refused, the Standard in question shall be referred back to the Management Committee for further consideration, as appropriate.

3.6 Transfers of Necessary Claims

(a)  Each Member agrees that it will not transfer, and has not transferred, patents or patent applications having Necessary Claims solely for the purpose of circumventing such Member’s obligations under this IPR Policy.

(b)  No party bound by this Policy shall transfer any patent or patent application having Necessary Claims, except to a successor that agrees in writing to (i) be bound by all commitments previously made by the direct or indirect transferor(s) under this Policy with respect to such patent or patent application, and (ii) include the obligations set forth in this Section 3.6 in any document of transfer relating to such patent or application in the event that it later transfers the same.

4. Copyrights

4.1 Copyright in Standards

The copyright for all Standards shall belong to the Council.

4.2 Contributions of Copyrighted Materials

Each Member that contributes copyrighted materials to the Council shall retain copyright ownership of its original work, while at the same time granting the Council a non-exclusive, irrevocable, worldwide, perpetual, sublicensable royalty-free license under the contributor’s copyrights in its contribution to reproduce, distribute, publish, display, perform, and create derivative works of the contribution based on that original work for the purpose of developing a Draft Standard or Standard under the Council’s own copyright. The Council shall be free to sublicense such copyrights to implementers of a Standard as may be necessary to fully implement a Standard.

5. Trade Secrets

Neither Members nor any other participants in the technical process will be expected to reveal trade secret information in the course of participation in any Work Group. The Council will not be held responsible for the disclosure of any Member’s or non-Member’s trade secrets, regardless of the circumstances. Except as otherwise agreed in writing, the identity of the Member disclosing such information may be incorporated into a Draft Standard or a Standard and distributed or published freely.

6. Trademarks

6.1 Council Trademarks

Trademarks created by the Council, registered or otherwise, are the property of the Council. Use of Council trademarks shall be governed by such policies, procedures and guidelines as may be established and approved by the Council from time to time, and applicable law.

6.2 Non-Council Trademarks

The Council’s use of third-party trademarks, registered or otherwise, shall be governed by such policies, procedures and guidelines as may be established and approved by the owners of such trademarks, and applicable law, or as specified in an applicable separate agreement between the Council and such third-party.

7. Irrevocability and Binding Nature of Commitments

All commitments made under this Policy shall be irrevocable, except that the Owner of a Necessary Claim may include a “reciprocity” term in its License.  For purposes of this Policy, reciprocity shall mean that a Licensor may revoke a License granted to an Implementer if that Implementer asserts a Necessary Claim (without first offering a License to such Necessary Claims) against the Licensor in connection with the implementation or use of the same Standard.

8. Survival of Obligations

(a)  Any License obligations and other obligations that a Member incurs under this Policy shall continue in force after the Member ceases to be a Member for any reason. However, no Member shall become subject to any new License obligations or other Obligations under this Policy after it ceases to be a Member.

(b)  The Council shall have the right to assign all of its rights under this Policy, and the right to enforce all obligations incurred by Members under this Policy, to any successor to the mission of the Council.

(c)  All persons and entities that are intended third party beneficiaries of rights and obligations incurred under this Policy shall remain entitled to enforce the same, notwithstanding any termination, dissolution or winding up of the Council.


EXHIBIT A
PCI SECURITY STANDARDS COUNCIL, LLC
LICENSE AGREEMENT


This License Agreement (the “Agreement”) is a legal agreement between you and PCI Security Standards Council, LLC with a place of business at 401 Edgewater Place, Suite 600, Wakefield, MA 01880 (“Licensor”), which is the owner of the copyright in each standard, specification or other document that is described on the Web page accessible through the following link: "Click Here" (each a “Standard”). As used in this Agreement, “you” and “Licensee” mean the company, entity or individual that is acquiring a license under this Agreement.

By clicking on the “ACCEPT” button below, 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 clicks on the “ACCEPT” button. Lorsque cette personne aura cliqué sur le bouton, cela constituera une représentation de la part de la personne qu’elle est autorisée à vous engager en tant que partie de cet Accord. If you do not agree to all of the terms of this Agreement, click the “DO NOT ACCEPT” button at the end of this Agreement.

I.        Read and Copy License. If your use of the Standard is limited to study purposes, then only the provisions of this Section I and the provisions of Section III will apply to you. Licensor hereby grants you the right, without charge, to download, copy (for internal purposes only) and share the Standard with your employees for study purposes only. This license grant does not include the right to sublicense or modify the Standard.

II.       Implementation License. If you wish to implement the Standard, then the following provisions will also apply to you:

1. Definitions:

“Compliant Product” means a product or service that implements all Required Elements of the Standard.

“End User” means a company, entity or individual that is the ultimate purchaser or licensee from Licensee of a Compliant Product.

“Necessarily Infringed” means infringement by an implementation of a Required Element or Other Element of the Standard in a Compliant Product, there being no commercially and technically reasonable alternative way to implement that element of the Standard without resulting in such infringement.

“Necessary Claims” means those claims under patents, patent applications, continuations, divisionals, reexaminations, reissues and continuations-in-part, and foreign equivalents of the foregoing, anywhere in the world now or in the future that would be Necessarily Infringed by the implementation of a Compliant Product. Necessary Claims do not include (i) claims covering reference implementations or implementation examples; (ii) claims that would be infringed only by any enabling technology that may be necessary to make or use any implementation of the Standard, but is not expressly set forth in the Standard; and (iii) claims that would be infringed only by an implementation that complies with a specification, requirement or standard not developed by or on behalf of the Council but which is merely incorporated by reference into the Standard.

“Other Element” means any element of the Standard other than a Required Element.

“Required Element” means any element of the Standard identified as “must” or by words to similar affect.

2. Accord de Licence. Licensor hereby grants without charge to Licensee and its End Users, for so long as Licensor continues to generally provide new licenses to the Standard on similar terms, and on a non-exclusive and worldwide basis, the right to utilize the Standard for the purpose of making, having made, using, reproducing, marketing, importing, offering to sell and selling, and to otherwise distribute Compliant Products or offer services that implement or comply with the Standard, in all cases subject to the conditions set forth in this Agreement and any relevant patent and other intellectual property rights of third parties (which may include members of Licensor).

3. Covenant not to Assert Patent Claims. Licensee acknowledges that the implementers of the Standard who are authorized by Licensor pursuant to a signed (including click-through) agreement with terms and conditions no less restrictive than those set forth herein enjoy the benefits of a “covenant not to assert patent claims” made by the developers of the Standard and such implementers of the Standard. In consideration of such benefits, and as a precondition to implementing the Standard, the Licensee hereby enters into the following covenant not to assert:

Licensee irrevocably covenants and agrees that it will not seek to enforce any of its Necessary Claims anywhere in the world at any time now or in the future against (a) Licensor for any use, implementation, or requiring any use or implementation of such Necessary Claims as part of such Standard, or (b) any authorized implementers of the Standard with respect to those portions of any Compliant Product implementing any version of the Standard or related service , provided that such product or service has been developed by a person or entity that has entered into, and is in compliance with, a license or other commitment, undertaking or agreement with Licensor containing a similar covenant not to assert patent claims as set forth herein. Aucun autre droit du Licencié, à l’exception de ceux indiqués expressément dans cet engagement de ne pas faire de revendication, ne sera considéré comme ayant été accordé, renoncé ou reçu par implication, estoppel ou autrement.

III.      Provisions Applicable to All Licensees. The following provisions apply to all Licensees
(the definitions in Section II are hereby incorporated by reference):

1. Restrictions.

1.1 No Sublicensing. Licensee shall not sublicense the Standards or any of its rights under this Agreement, except to the extent necessary to exercise its rights under Section II.2 above.

1.2 No Modification. Licensee shall not modify the Standard.

2. Intellectual Property. Licensee acknowledges and agrees that the Standard shall at all times be the exclusive property of Licensor and/or any third parties of which Licensor is a licensee, as the case may be, and nothing in this Agreement shall be construed to convey to Licensee any ownership interest in the Standard or any rights other than those expressly granted herein. No rights are conveyed in this Agreement to create any derivative work of the Standard, or any portion thereof.

3. Support and Maintenance. Licensor shall have no obligation to Licensee or to any End User to support or maintain the Standard.

4. No Warranties. THE STANDARD 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 LICENSOR, 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 STANDARD.

5. Third Party Rights. Without limiting the generality of Section III.4 above, LICENSOR ASSUMES NO RESPONSIBILITY TO COMPILE, CONFIRM, UPDATE OR MAKE PUBLIC ANY THIRD PARTY ASSERTIONS OF PATENT OR OTHER INTELLECTUAL PROPERTY RIGHTS THAT MIGHT BE INFRINGED BY THE USE OR IMPLEMENTATION OF THE STANDARD. IF ANY SUCH RIGHTS ARE DESCRIBED IN THE STANDARD OR DISPLAYED AT LICENSOR’S WEBSITE, LICENSOR 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.

6. Termination of License.

6.1 Breach. En cas de violation de cet Accord par le Licencié, le Concédant de licence devra avoir le droit de présenter une notification écrite au Licencié et la possibilité de remédier à la situation. Si la violation n’est pas remédiée dans les trente (30) jours après la notification écrite ou si la violation n’est pas remédiable, alors le Concédant de licence peut, dès lors ou par la suite, résilier les licences accordées dans cet Accord; à condition, cependant, que le Licencié et ses Utilisateurs finaux puissent être autorisés à continuer à utiliser les Produits conformes créés ou obtenus avant cette résiliation.

6.2 Other than for Breach.

(a) In the event that Licensor believes that implementation of any Required Element(s) or Other Element(s) of the Standard infringes or may infringe the intellectual property rights (“IPR”) of an IPR owner that is not willing to make such IPR available under terms satisfactory to Licensor, then Licensor may (i) notify Licensee that it has amended the Standard, following which Licensee’s rights under this Agreement shall be limited to the Standard, as so amended, or (ii) terminate this Agreement immediately upon notice.

(b) In the event that Licensor believes that the continuation of this Agreement in full force and effect shall cause Licensor to violate any applicable law, statute, regulation, order or rule of any governmental authority, Licensor may terminate this Agreement immediately upon notice.

(c) Licensee may immediately terminate the licenses granted in this Agreement upon written notice to Licensor.

7. Indemnification. Licensee shall indemnify, defend and hold harmless Licensor and its members, and the officers, directors, employees and agents of the same (each, an “Indemnified Party”) from all losses, costs, damages, claims and other expenses (including reasonable attorneys’ fees) arising out of any claim by any third party in connection with use by Licensee of the Standard, including, without limitation, claims asserting that the Standard or any portion thereof infringes the patent, copyright, trade secret or other intellectual property anywhere in the world of such third party.

8. Export Regulations. The technical data and technology inherent in the Standard may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Licensee agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import the Standard and any Compliant Products.

9. Government Restrictions. Use, duplication or disclosure of the Standard by the United States government is subject to the restrictions as set forth in the Rights in Technical Data and Computer Software Clauses in DFARS 252.227-7013(c)(1) (ii) and FAR 52.227-19(a) through (d) as applicable.

10. Miscellaneous.

10.1 Notices. All notices required under this Agreement shall be in writing, and shall be deemed effective five days from deposit in the mails, and if sent by Licensor, upon transmission if delivered by electronic mail. Notices and correspondence to (a) Licensor must be sent to the street address shown above, and (b) to Licensee shall be sent to the street address or email address identified by Licensee in connection with accepting the terms of this Agreement.

10.2 Governing Law. This Agreement shall be construed and interpreted under the internal laws of the United States and the State of Delaware, without giving effect to its principles of conflict of law.

10.3 Entire Agreement. Cet Accord constitue la totalité de l’accord et de l’entente entre le Concédant de licence et le Licencié en ce qui concerne le sujet du présent document. Aucune modification ou renonciation de cet Accord n’aura force obligatoire, à moins qu’elle ne soit faite par écrit et signée par les deux parties, et aucune renonciation de toute violation de cet Accord ne sera considérée comme une renonciation de toute violation autre ou ultérieure. Si toute provision de cet Accord est considérée comme étant non valide, illégale ou non applicable par une cour de juridiction compétente, cette provision devra être exclue et les termes restants devront rester de pleine force et effet. This Agreement supersedes any and all prior agreements between Licensor and Licensee regarding Licensee’s right to use the Standard.


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