PCI-SIG SPECIFICATION
LICENSE AGREEMENT
IMPORTANT: BY CLICKING THE “AGREED AND ACCEPTED” BOX BELOW, LICENSEE IS AGREEING THAT LICENSEE, THE BUSINESS ENTITY THAT IS ACCESSING AND DOWNLOADING THE SPECIFICATION FROM PCI-SIG, HAS ACCEPTED ALL THE PROVISIONS CONTAINED IN THIS AGREEMENT, AND IS LEGALLY BOUND THEREBY AND ANYONE USING THE SPECIFICATION ON BEHALF OF THAT ENTITY IS BOUND BY THE TERMS HEREIN. THIS AGREEMENT CONTAINS LIMITATIONS OF LIABILITY, WARRANTY DISCLAIMERS AND CHOICE OF LAW PROVISIONS.
This Specification License Agreement (the “Agreement”) is a binding, legal agreement between PCI-SIG and (i) the business entity that is downloading the Specification from PCI-SIG, and (ii) anyone using the Specification on behalf of that entity (collectively, the “Licensee”).
This Agreement applies to the versions of the PCI-SIG specification, namely the documents, that appear on the next page after clicking the “Agreed and Accepted” button and pressing “Submit,” which are provided by PCI-SIG on the PCI-SIG website, pcisig.com (each version referred to herein throughout, both individually and collectively, as the “Specification”).
PLEASE NOTE: This Agreement provides only a license to read and study the Specification. This Agreement does NOT include a license to implement the Specification. Members of PCI-SIG may receive licenses from other PCI-SIG Members with respect to Final Specifications. Barring membership in PCI-SIG, or independent licenses from the owners of necessary claims of a patent embodied in the Specification, Licensee assumes all risks of patent infringement for implementation of the Specification.
By clicking the “Agreed and Accepted” box below, Licensee accepts and agrees to all of the provisions contained in this Agreement without modification. This Agreement is the sole and exclusive terms and conditions for the Specification, and nothing else gives Licensee or any other person or entity any right to use, copy, modify or distribute the Specification, in whole or in part. Except for the rights expressly granted under this Agreement, PCI-SIG reserves all other rights in and to the Specification. Using, copying, modifying or distributing any Specification is prohibited by law if Licensee does not accept this Agreement. By downloading, using, reproducing or distributing any part of the Specification, Licensee also indicates that it accepts this Agreement.
If Licensee does not agree to the terms of the Agreement, Licensee is not granted any rights whatsoever in the Specification.
1. Definitions.
In addition to other terms defined elsewhere in this Agreement, the following terms, when the first letter is capitalized, have the meanings set forth in this Section 1. All definitions below shall apply both to their singular or plural forms, as the context may require.
“Feedback” means any communication pertaining to the Specification made by Licensee, including without limitation modifications, changes, fixes, improvements, enhancements, applications, suggestions, ideas, concepts, know-how, techniques, data, translations, and reformattings.
“Specification Intellectual Property” means PCI-SIG copyrights in the Specification.
2. Limited License; Restrictions.
2.1 Limited License. Subject to the terms of this Agreement, PCI-SIG grants to Licensee a royalty-free, worldwide, non-exclusive, non-transferable copyright license, without the right to sublicense, to use and reasonably reproduce verbatim copies of the Specification.
2.2 Restrictions on Use. Except as expressly permitted in Section 2.1, Licensee may not (i) copy, translate, modify, create derivative works of, or otherwise change the Specification or any part thereof, (ii) distribute, sell, assign, pledge, sublicense, lease, loan, rent, or otherwise transfer the Specification or any part thereof in any form to another person, (iii) remove from the Specification, or alter, any copyright notices or other proprietary notices or restricted rights notices, or add any other notices or markings to the Specification, or (iv) permit any other party to do any of the foregoing under (i) through (iii). PCI-SIG does not grant to Licensee any express or implied licenses or rights to any enabling technologies or systems that may be necessary to develop, demonstrate, make, use or sell an implementation of the Specification.
2.3 Feedback License. Licensee hereby grants to PCI-SIG and its affiliates a royalty-free, worldwide, non-exclusive, perpetual and irrevocable license under all of Licensee’s present and future copyrights, trade secret rights, patent rights, and other intellectual property rights (collectively “Intellectual Property Rights”) in any Feedback Licensee provides to PCI-SIG, to copy, modify, perform, display, create derivative works of, and otherwise use such Feedback, and to make, have made, use, sell, offer to sell, import and otherwise exploit any implementation of such Feedback, including without limitation the right to sublicense such rights through multiple tiers of distribution. PCI-SIG may assign its rights under such license in conjunction with all or any part of its rights in the Specification.
2.4 Maintenance and Upgrades. Licensee understands that PCI-SIG may update the Specification at any time but is under no obligation to inform Licensee of or furnish to Licensee such updates pursuant to this Agreement. This Agreement does not grant Licensee any right, license, or interest in or to any direct support, maintenance, improvements, modifications, enhancements, or updates to the Specification or supporting documentation.
3. Reservation of Rights. Licensee agrees that the Specification and all Intellectual Property Rights therein are owned by PCI-SIG (or PCI-SIG’s licensors). PCI-SIG retains all right, title and interest in and to the Specification, including all of its intellectual property rights related thereto and to each whole or partial copy thereof. The Licensee acquires no title, right or interest in the Specification other than the License expressly granted under Section 2 herein.
4. Confidentiality Requirement. The Specification contains valuable, proprietary trade secrets and confidential information of PCI-SIG (“Confidential Information”). Licensee agrees to retain in confidence and not to disclose to any third person or employees, and Licensee shall use the Specification solely for the purpose of this Agreement. Licensee agrees to take all reasonable steps to prevent disclosure and unauthorized use of Specification and to use no less than the same degree of care that it uses with respect to its own confidential information of similar kind or nature. The obligations of confidentiality and restrictions on use of Confidential Information under this Agreement shall survive after the termination of this Agreement.
5. Warranty; Specification Provided AS IS. The Specification is provided to Licensee “AS IS” without any warranties of any kind. PCI-SIG makes no warranties to Licensee and shall not have any duty or obligation to defend or indemnify Licensee or to hold it harmless for any reason related to the Specification, or otherwise be liable to Licensee or any third party with respect to the subject matter of this Agreement. Licensee acknowledges and agrees that the Specification is provided AS IS and accepts all risks of utilizing the Specification under the conditions set forth in this Agreement. FURTHERMORE, PCI-SIG EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. PCI-SIG SHALL HAVE NO LIABILITY TO LICENSEE, OR ITS SUBSIDIARIES, AFFILIATES, OR ANY OTHER THIRD PARTY FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES RESULTING OR ALLEGED TO HAVE RESULTED FROM ANY DEFECT, ERROR OR OMISSION IN THE SPECIFICATION, OR AS A RESULT OF ANY INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY. IN NO EVENT SHALL PCI-SIG BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) SUFFERED BY LICENSEE OR ITS SUBSIDIARIES, AFFILIATES, OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EVEN IF PCI-SIG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL CUMULATIVE LIABILITY OF PCI-SIG UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY LICENSEE TO PCI-SIG FOR THE SPECIFICATION.
6. Indemnification. Licensee shall indemnify and defend PCI-SIG against and shall hold PCI-SIG harmless from any damages or costs arising from or connected with (i) any claims of infringement resulting from Licensee’s use of the Specification, or (ii) Licensee’s breach of any provisions of Section 4 herein, and shall reimburse PCI-SIG and its Affiliates for all costs incurred by them in defending any claim, demand, suit or proceeding regarding such alleged infringement, use or breach, provided PCI-SIG gives Licensee prompt notice in writing of any such suit or proceeding for infringement. Each Party agrees to provide reasonable cooperation to the other Party in the defense of any such infringement claims, upon the reasonable request of the other Party. Licensee shall not settle or otherwise resolve any case or claim brought against it by a third party based on Licensee operating under this Agreement or using the Specification, without written authorization by PCI-SIG. PCI-SIG may settle or otherwise resolve such a claim in its sole discretion, with or without the approval of Licensee. PCI-SIG may not, however, bind Licensee to any such terms without Licensee’s written permission.
7. Terms and Termination
7.1 Term. The “Term” of this Agreement shall commence on the Agreement Date and shall continue in effect, unless terminated sooner as set forth herein.
7.2 Termination for Breach. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision of this Agreement and does not cure such breach within ten (10) days from written notice of such breach; provided, however, that PCI-SIG shall have the right to terminate this Agreement immediately if Licensee breaches Section 4 (Confidentiality).
7.3 Termination for Convenience. Either Party may terminate this Agreement anytime upon thirty (30) days’ prior written notice to the other; provided, however, that PCI-SIG may provide such notice by posting an announcement on its website (at PCI-SIG.ORG).
7.4 Effect of Termination. All Licenses granted to Licensee under this Agreement shall immediately end upon the termination of this Agreement. Upon termination of this Agreement, Licensee shall immediately destroy all copies and versions of the Specification in its possession or control.
8. General
8.1 Survival. The provisions of Sections 1, 3, 4, 5, 6, and 8 shall survive the expiration or termination of this Agreement.
8.2 Assignment Prohibited by Licensee. Licensee may not assign its rights or obligations under this Agreement without the prior written consent of PCI-SIG, and any purported assignment without such consent shall have no force or effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the respective parties hereto and their successors and assigns. In the event of an assignment or attempted assignment by Licensee without PCI-SIG’s prior written approval, this Agreement shall immediately terminate.
8.3 No Joint Venture. No principal/agent or partnership relationship is created between them by this Agreement.
8.4 Waiver. No failure or delay by either Party to enforce or take advantage of any provision or right under this Agreement shall constitute a subsequent waiver of that provision or right, nor shall it be deemed to be a waiver of any of the other terms and conditions of this Agreement.
8.5 Reformation. In the event that any provision of this Agreement is prohibited by any law governing its construction, performance or enforcement, such provision shall be ineffective to the extent of such prohibition without invalidating thereby any of the remaining provisions of the Agreement.
8.6 Choice of Law; Attorneys Fees. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Oregon, without regard to provisions concerning conflicts of law. Any dispute arising out of or related to this Agreement (including any agreements or documents incorporated herein by reference), or the breach thereof shall be brought in the state or federal courts sitting in Multnomah County, Oregon, and the parties hereby waive any claim or defense that such forum is not convenient or proper. In the event any proceeding or lawsuit is brought by either Party in connection with this Agreement, the prevailing Party in such proceeding or lawsuit shall be entitled to receive its costs for such action, including its reasonable attorneys’ fees and expert witness fees.
8.7 Injunctive Relief. Licensee acknowledges that a breach of this Agreement may cause irreparable damage for which recovery of money damages would be inadequate, and that, in addition to any and all remedies available at law and equity, PCI-SIG shall be entitled to seek injunctive relief to protect its rights under this Agreement.
TO ACCEPT THIS AGREEMENT, PLEASE CLICK THE “AGREED AND ACCEPTED” BUTTON AND PRESS “SUBMIT”:
