CAR CONNECTIVITY CONSORTIUM SPECIFICATION LICENSE AGREEMENT
CAR CONNECTIVITY CONSORTIUM PROVIDES THIS SPECIFICATION SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE “AGREED AND ACCEPTED” BUTTON YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, WHICH WILL BE THE LICENSEE; (II) YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS; AND (III) LICENSEE IS NOT PROHIBITED BY U.S. EXPORT ADMINISTRATION REGULATIONS, OR OTHER APPLICABLE REGULATIONS AND LAWS GOVERNING EXPORTS FROM DOWNLOADING THIS SPECIFICATION. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE THE SPECIFICATION TO LICENSEE AND YOU MUST NOT DOWNLOAD THE SPECIFICATION. THIS AGREEMENT CONTAINS LIMITATIONS OF LIABILITY, WARRANTY DISCLAIMERS, AND CHOICE OF LAW PROVISIONS.
This Specification License Agreement (the “Agreement”) is a binding, legal contract between Car Connectivity Consortium LLC, a Delaware limited liability company (“CCC”) and (i) Licensee, (ii) the entity that is downloading the Specification from CCC, and (iii) anyone using this Specification on behalf of that entity (collectively, the “Licensee”).
This Agreement applies to the CCC specification, namely the document that appears immediately adjacent to this download button, which is provided by CCC on the CCC website, carconnectivity.org (herein referred to as the “Specification”). Licensee acknowledges and agrees that no license fees or other payments will be due under this Agreement in exchange for the rights granted under this Agreement. Licensee acknowledges and agrees that this fee arrangement is made in consideration of the mutual covenants set forth in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein. Notwithstanding the foregoing, CCC reserves the right to start charging for access to and use of the Specification at any time.
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 CCC may receive licenses from other CCC Members with respect to intellectual property included in the Final Specifications. Barring membership in CCC, or independent licenses from the owners of necessary claims of 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, CCC reserves all other rights in and to the Specification. Any copying, distribution or use of the Specification is prohibited by law unless (i) specified under the terms of the Agreement and such terms are accepted by the Licensee, or (ii) is the subject of another agreement with the copyright owner. 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 capitalized terms 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.
“Intellectual Property Rights” means all copyrights, trade secret rights, patent rights, and other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
2. Limited License; Restrictions.
2.1 Limited License. Subject to and conditioned on your compliance with all the terms and conditions of this Agreement, CCC grants to Licensee a personal, royalty-free, worldwide, non-exclusive, non-transferable copyright license, without the right to sublicense, to use and reasonably reproduce verbatim copies of the Specification for the sole purpose of evaluation. This limited copyright license is subject to the restrictions and prohibitions on use set forth in Section 2.2.
2.2 Restrictions on Use. Except as expressly permitted in Section 2.1, Licensee may not (i) use the Specification for the purpose of implementation, product or service development, or manufacturing, (ii) copy, translate, modify, create derivative works of, or otherwise change the Specification or any part thereof, (iii) distribute, sell, assign, pledge, sublicense, lease, loan, rent, or otherwise transfer the Specification or any part thereof in any form to another person, (iv) 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 (v) permit any other party to do any of the foregoing under (i) through (iv). CCC 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 CCC and its affiliates a royalty-free, worldwide, non-exclusive, perpetual, and irrevocable license under all of Licensee’s present and future Intellectual Property Rights in any Feedback Licensee provides to CCC, 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. CCC may assign its rights under such license in conjunction with all or any part of its rights in the Specification.
2.4 Maintenance and Updates. Licensee understands that CCC 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 copyrights therein are owned by CCC (or CCC’s licensors). CCC 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 CCC (“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. No Warranty; Specification Provided “AS IS.” THE SPECIFICATION IS PROVIDED “AS IS,” WITHOUT ANY WARRANTY, REPRESENTATION, OR GUARANTEE WHATSOEVER. CCC HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, REGARDING THE SPECIFICATION AND/OR THE MATERIALS TAUGHT THEREIN. WITHOUT LIMITING THE FOREGOING SENTENCE, CCC HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF OR ABSENCE OF THIRD-PARTY RIGHTS, VALIDITY OF RIGHTS IN, AND/OR OTHERWISE. CCC MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF THE SPECIFICATION. CCC AND ITS MEMBERS AND LICENSORS EXPRESSLY DISCLAIM ANY AND ALL LIABILITY, AND WILL HAVE NO LIABILITY WHATSOEVER TO LICENSEE OR ANY THIRD PARTY, ARISING IN ANY WAY OUT OF THE SPECIFICATION AND/OR THE MATERIALS TAUGHT THEREIN, INCLUDING WITHOUT LIMITATION ANY LIABILITY ARISING FROM CLAIMS THAT THE SPECIFICATION OR THE MATERIALS TAUGHT THEREIN, INFRINGES LICENSEE’S OR ANY THIRD PARTY’S PATENT RIGHTS, COPYRIGHTS, OR OTHER INTELLECTUAL PROPERTY RIGHTS. CCC AND ITS MEMBERS AND LICENSORS ARE NOT, AND SHALL NOT BE, LIABLE FOR ANY LOSSES, COSTS, EXPENSES, OR DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, AND/OR EXEMPLARY DAMAGES) ARISING IN ANY WAY OUT OF USE OR RELIANCE UPON THE SPECIFICATION OR THE MATERIALS TAUGHT THEREIN. NOTHING IN THIS AGREEMENT OPERATES TO LIMIT OR EXCLUDE ANY LIABILITY FOR FRAUD OR ANY OTHER LIABILITY WHICH IS NOT PERMITTED TO BE EXCLUDED OR LIMITED BY OPERATION OF LAW.
NOTHING IN THIS AGREEMENT OBLIGATES CCC OR ITS MEMBERS OR LICENSORS TO PROVIDE YOU WITH SUPPORT FOR, OR RELATED TO, THE SPECIFICATION OR ANY IMPLEMENTED PRODUCTS OR SERVICES. NOTHING IN THE SPECIFICATION CREATES ANY WARRANTIES OR GUARANTEES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY LAW OR REGULATION. CCC AND ITS MEMBERS AND LICENSORS EXPRESSLY DISCLAIM ALL LIABILITY, INCLUDING WITHOUT LIMITATION, LIABILITY FOR NONCOMPLIANCE WITH LAWS, RELATING TO USE OF THE SPECIFICATION. YOU ARE SOLELY RESPONSIBLE FOR THE COMPLIANCE OF IMPLEMENTED PRODUCTS AND SERVICES WITH ANY SUCH LAWS AND REGULATIONS, AND FOR OBTAINING ANY AND ALL REQUIRED AUTHORIZATIONS, PERMITS, OR LICENSES FOR IMPLEMENTED PRODUCTS AND SERVICES RELATED TO SUCH REGULATIONS WITHIN THE APPLICABLE JURISDICTIONS.
6. Indemnification. Licensee shall indemnify and defend CCC against and shall hold CCC 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 CCC 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 CCC gives Licensee prompt notice in writing of any such suit or proceeding for infringement. Licensee agrees to provide reasonable cooperation to CCC in the defense of any such infringement claims, upon the reasonable request of CCC. 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 CCC. CCC may settle or otherwise resolve such a claim in its sole discretion, with or without the approval of Licensee. CCC 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 day Licensee acknowledges acceptance of this Agreement by clicking the “Agreed and Accepted” button and shall continue in effect, unless terminated sooner as set forth herein.
7.2 Termination for Breach. This Agreement will terminate immediately and automatically without any notice if Licensee violates any of the terms and conditions of this Agreement.
7.3 Termination for Convenience. CCC may terminate or suspend this Agreement, any rights granted herein, in CCC’s sole discretion at any time and for any reason, upon thirty (30) days’ prior written notice to Licensee; provided, however, that CCC may provide such notice by posting an announcement on its website (at carconnectivity.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 cease using, destroy, and permanently erase from all devices and systems Licensee directly or indirectly controls all copies and versions of the Specification. Termination will not limit any of CCC’s rights or remedies at law or in equity.
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 CCC, 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 CCC’s prior written approval, this Agreement shall immediately terminate. CCC expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.
8.3 No Joint Venture. No principal/agent or partnership relationship is created between CCC and Licensee by this Agreement.
8.4 Waiver. No failure or delay by CCC 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 Delaware, 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 the State of Delaware, 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, CCC shall be entitled to seek injunctive relief to protect its rights under this Agreement.
TO ACCEPT THIS AGREEMENT, PLEASE PRESS THE “AGREED AND ACCEPTED” BUTTON:
