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 of the standards, specifications and other materials identified on the web page that is accessible through the following link: "Click Here" (collectively, the "Material"). 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. 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. 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 Material 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 Material with your employees for study purposes only. This license grant does not include the right to sublicense or modify the Material.
II. Implementation License. If you wish to implement a Specification, as defined below, then the terms if this Section II and the following Section III will also apply to you:
"Compliant Product" means a product or service that implements all of the Required Elements.
"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 of a Specification, there being no commercially and technically reasonable alternative way to implement that element of the Specification without resulting in such infringement.
"Necessary Claims" means those claims under patents, patent applications, continuations, divisionals, reexaminations, reissues and continuations-in-part anywhere in the world now or in the future that would be Necessarily Infringed by the implementation of the Required Elements. 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 Specification, but is not expressly set forth in the Specification; 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 Consortium but which is merely incorporated by reference into the Specification.
"Required Element" means any element of the Specification, whether identified as "Mandatory," "Alternate" or "Optional."
"Specification" means the Material identified in the first paragraph of this Agreement.
2. Grant of License. Licensor hereby grants without charge to Licensee and its End Users, for so long as Licensor continues to generally provide new licenses to the Specification on similar terms, and on a non-exclusive and worldwide basis, the right to utilize the Specification 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 Specification, 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 Specification enjoy the benefits of a "covenant not to assert patent claims" made by the developers of the Specification and implementers of the Specification. In consideration of such benefits, and as a precondition to implementing the Specification, 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 or any of Licensor's members (or any affiliate thereof) or contributors for any reason, or (b) against any person or entity with respect to those portions of any product that implements any version of the Specification, provided that such product has been developed by a person or entity that has entered into, and is in compliance with, a license agreement with PCI containing a similar covenant not to assert patent claims. No other rights of Licensee, except those expressly stated in this covenant not to assert, shall be deemed to have been granted, waived, or received by implication, estoppel, or otherwise.
III. Provisions Applicable to All Licensees. The following provisions apply to all Licensees (the definitions in Section II are hereby incorporated by reference):
1.1 No Sublicensing. Licensee shall not sublicense the Specifications 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 Material.
2. Intellectual Property. Licensee acknowledges and agrees that the Material 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 Material or any rights other than those expressly granted herein. No rights are conveyed in this Agreement to create any derivative work of the Material, 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 Material.
4. No Warranties. THE MATERIAL 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 MATERIAL.
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 MATERIAL. IF ANY SUCH RIGHTS ARE DESCRIBED IN THE MATERIAL 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. In the event of a breach of this Agreement by Licensee, Licensor shall have the right to give Licensee 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; provided, however, that Licensee and its End Users shall be permitted to continue to use Compliant Products created or obtained prior to such termination.
6.2 Other than for Breach.
(a) In the event that Licensor believes that implementation of any Required Element(s) of the Specification 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 Specification, following which Licensee's rights under this Agreement shall be limited to the Specification, as so amended, or (ii) terminate this License immediately.
(b) 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 Material, including, without limitation, claims asserting that the Material 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 Material 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 Material and any Compliant Products.
9. Government Restrictions. Use, duplication or disclosure of the Material 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.
10.1 Notices. All notices required under this Agreement shall be in writing, and shall be deemed effective five days from deposit in the mails. Notices and correspondence to (a) Licensor must be sent to the address shown above, and (b) to Licensee shall be sent to the address identified by Licensee in the form completed by Licensee below in 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. This Agreement constitutes the entire agreement and understanding between Licensor and Licensee regarding the subject matter contained herein. No modification or waiver of this Agreement shall be binding unless it is in writing and signed by both parties, and no waiver of any breach of this Agreement shall be deemed to be a waiver of any other or subsequent breach. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be omitted and the remaining terms shall remain in full force and effect. This Agreement supersedes any and all prior agreements between Licensor and Licensee regarding Licensee's right to use the Material.
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