CPIQ LICENSE AGREEMENT
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BEFORE VIEWING, DOWNLOADING, TAKING POSSESSION OF, OR OTHERWISE USING ANY OF THE CPIQ MATERIALS (AS DEFINED BELOW), YOU MUST ACCEPT ALL OF THE TERMS OF THIS LICENSE AGREEMENT (THE “AGREEMENT”).
FOR COPIES ORDERED OR SUPPLIED BY I3A VIA ELECTRONIC TRANSMISSION: BY CLICKING ON THE “ACCEPT” BUTTON BELOW, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT, AND YOU ARE REPRESENTING THAT YOU ARE AUTHORIZED TO BIND YOUR COMPANY, AS IDENTIFIED BY YOU IN CONNECTION WITH THE CPIQ MATERIALS DOWNLOAD PROCESS, 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 BELOW.
FOR COPIES NOT ORDERED OR SUPPLIED BY I3A VIA ELECTRONIC TRANSMISSION: USE OF THE CPIQ MATERIALS IS SUBJECT TO THE TERMS OF THIS AGREEMENT. BY OPENING THE ENCLOSED PACKAGING AND/OR USING THE CPIQ MATERIALS AND/OR INSTALLING THE CPIQ MATERIALS ON YOUR COMPUTER, AS APPLICABLE, YOU SIGNIFY THAT YOU HAVE READ THIS AGREEMENT AND ACCEPT ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, THEN I3A IS UNWILLING TO LICENSE THE CPIQ MATERIALS TO YOU, IN WHICH CASE YOU MUST RETURN THE CPIQ MATERIALS TO I3A IMMEDIATELY FOR A REFUND OF FEES PAID TO I3A IN CONNECTION HEREWITH (IF ANY).
This Agreement is a legal agreement between you and International Imaging Industry Association, Inc., a New York not-for-profit corporation with an office at 701 Westchester Avenue, Suite 317W, White Plains, New York 10604 (“I3A”), which owns or licenses the CPIQ MATERIALS listed in the “Downloads” page of the I3A web site and/or supplied on the tangible media and/or documentation provided herewith, as applicable. As used in this Agreement:
“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with another entity, so long as such control exists. “Control” means beneficial ownership of more than fifty percent of the voting stock or equity in an entity.
“Compliant Product” means a product or service that complies with one or more of the Specifications.
“CPIQ MATERIALS” means the Guide and all Specifications, and any provided Tools.
“End User” means a company, entity or individual that is the ultimate purchaser, either directly or indirectly, from Licensee or an Affiliate of Licensee, of a Compliant Product.
“Guide” means any and all informative documents or other information relating to or otherwise describing the Specifications, in each case, as listed in the “Resources” page of the I3A web site and/or supplied on the tangible media and/or documentation provided herewith, as applicable, including Updates thereto.
“Specifications” means all of the specifications listed from time to time in the “Resources” page of the I3A web site and/or supplied on the tangible media and/or documentation provided herewith, as applicable, including without limitation, Acutance SFR, Lens Chromatic Aberration, Lens Geometric Distortion, Color Uniformity, Subjective Evaluation Methods, and Texture Metric.
"Tools" may include but is not limited to software, test images and/or test targets.
“Update(s)” means any update, revision, or extension of some or all of the CPIQ MATERIALS.
“You” or “you” means the company, entity or individual (“Licensee”) acquiring a license under this Agreement.
1. GRANT OF LICENSE.
1.1 License. I3A hereby grants to Licensee a non-exclusive, perpetual (except as provided for herein), royalty-free, fully paid, worldwide, internal license to use, display, cache, reproduce and distribute the CPIQ MATERIALS solely for purposes of creating, developing, testing, demonstrating, using, producing, licensing, distributing, copying, selling and otherwise exploiting Compliant Products, subject to the terms and conditions described herein.
1.2 Modifications. Licensee shall not modify any of the CPIQ MATERIALS without the express prior written consent of I3A.
1.3 Sublicensing. Licensee shall not sublicense any of the CPIQ MATERIALS without the express prior written consent of I3A; provided, however, that Licensee may disclose the CPIQ MATERIALS to third party developers for the limited purpose of implementing the Specifications.
2. INTELLECTUAL PROPERTY. Licensee acknowledges and agrees that, as between Licensee and I3A, the CPIQ MATERIALS shall at all times be the exclusive property of I3A, and nothing in this Agreement shall be construed to convey to Licensee any ownership interest in any of the CPIQ MATERIALS. I3A acknowledges and agrees that, as between Licensee and I3A, Compliant Products developed by Licensee shall be the exclusive property of Licensee.
3. SUPPORT AND MAINTENANCE. I3A shall have no obligation to Licensee or any third party to support or maintain any of the CPIQ MATERIALS.
4. TERMINATION OF LICENSE.
4.1 Breach. In the event of a breach of this Agreement by Licensee, if such breach is not cured within thirty (30) days after written notice to Licensee from I3A, or if the breach is of a nature that cannot be cured, I3A may immediately or thereafter terminate any or all of the licenses granted pursuant to this Agreement.
4.2 Notice. Licensee may immediately terminate the licenses granted under this Agreement upon written notice to I3A. If you received the CPIQ MATERIALS on physical media and determine that such physical media is defective, you may request replacement CPIQ MATERIALS by providing I3A with a request, in writing, along with the original CPIQ MATERIALS on the media you previously received, all accompanying documentation and your proof of date of receipt, within thirty (30) days of such date of receipt. THIS SECTION 4.2 SETS FORTH I3A’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDIES IN RELATION TO DEFECTS IN MEDIA OR DISSATISFACTION WITH THE CPIQ MATERIALS.
4.3 Litigation. I3A may terminate any or all of the licenses granted pursuant to this Agreement in the event that any Compliant Product sold by Licensee or its Affiliates gives rise to a lawsuit against an Indemnified Party (as defined in Section 7 below) containing at least one claim predicated upon the manufacture, use or sale of such Compliant Product and for which (a) the indemnification provided for in this Agreement does not apply or (b) in I3A’s reasonable opinion, Licensee does not have the resources to reasonably fulfill the indemnification obligations provided for herein.
4.4 CPIQ MATERIALS. Upon any termination of this Agreement, Licensee shall immediately cease all use of the CPIQ MATERIALS and destroy or return all CPIQ MATERIALS and copies thereof in its possession to I3A; provided, however, that Licensee shall be permitted to continue to use Compliant Products developed prior to such termination in a manner not inconsistent with the terms of this Agreement.
5. NO WARRANTIES. Licensee acknowledges and agrees that the CPIQ MATERIALS are not necessarily ready for commercial use and that I3A has not necessarily approved, registered, tested or certified their use with any specific product or service. I3A makes no representations or warranties whatsoever regarding the CPIQ MATERIALS and is granting the licenses in Section 1 of this Agreement on an “AS-IS”, “WHERE IS”, basis, “WITH ALL FAULTS” known and unknown. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, I3A HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY OF NON-INFRINGEMENT AND ANY IMPLIED WARRANTY OF MERCHANTABILITY.
6. NO DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, I3A SHALL NOT BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY DAMAGES UNDER ANY THEORY OF LAW, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, NOR ANY DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER MONETARY LOSS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. INDEMNIFICATION. Licensee shall indemnify, defend and hold harmless I3A, its officers, directors, employees and agents (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 the use by Licensee or its sublicensee(s) (if any) of the CPIQ MATERIALS, including, without limitation, claims asserting that any product or service of Licensee or any of its Affiliates infringes the patent, copyright, trade secret or other intellectual property of such third party anywhere in the world.
8. EXPORT REGULATIONS. None of the CPIQ MATERIALS may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country to which the United States of America has embargoed goods; and/or (ii) to anyone on the United States of America’s Treasury Department’s list of Specially Designated Nationals or the United States of America’s Commerce Department’s Table of Denial Orders and/or (iii) otherwise in breach of United States laws and regulations related to exports and to all administrative acts of the US Government pursuant to such laws and regulations. By downloading or using any of the CPIQ MATERIALS, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any country or on a list in breach of this Section. In addition, you are responsible for complying with any local laws in your jurisdiction which may impact your right to import, export or use the CPIQ MATERIALS, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this license enforceable.
9. RESTRICTED RIGHTS. Each component of the CPIQ MATERIALS is a “commercial item,” as that term is defined in 48 C.F.R. 12.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 1995) and the Department of Defense Federal Acquisition Regulations Sections 252.227-7014(a)(1), (5). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the CPIQ MATERIALS with only those rights set forth herein. The contractor/manufacturer is International Imaging Industry Association, Inc., 701 Westchester Avenue, Suite 317W, White Plains, New York 10604.
10. MISCELLANEOUS.
10.1 Notices. All notices required under this Agreement shall be in writing. Notice shall be deemed given when delivered personally to an authorized representative or one (1) day after deposit for overnight delivery upon written verification of receipt. Notices and correspondence to I3A should be sent to the attention of the President at the address shown above. Notices and correspondence to Licensee should be sent to the person or address identified by Licensee in the form completed by Licensee in connection with acceptance of this Agreement.
10.2 Governing Law. This Agreement 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.
10.3 Entire Agreement. This Agreement constitutes the entire agreement and understanding between I3A 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. If any provision of this Agreement is invalid, illegal or unenforceable, the parties shall omit it from the Agreement to the extent required and the remaining terms shall remain in full force and effect. This Agreement supersedes any and all prior agreements between I3A and Licensee regarding Licensee’s right to use the CPIQ MATERIALS or any prior versions thereof.
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