Home Connectivity Alliance Cybersecurity Governance Guidelines v1.0

HOME CONNECTIVITY ALLIANCE
LICENSE AGREEMENT TO FINAL REFERENCE DOCUMENT

HOME CONNECTIVITY ALLIANCE PROVIDES THE “FINAL REFERENCE DOCUMENT”, AS DEFINED BELOW, 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 BELOW YOU, ON BEHALF OF LICENSEE, (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 THE FINAL REFERENCE DOCUMENT.

IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE THE FINAL REFERENCE DOCUMENT TO LICENSEE AND YOU, OR ANYONE ELSE ON BEHALF OF LICENSEE, MUST NOT DOWNLOAD THE FINAL REFERENCE DOCUMENT. THIS AGREEMENT CONTAINS LIMITATIONS OF LIABILITY, WARRANTY DISCLAIMERS, AND CHOICE OF LAW PROVISIONS.

This License Agreement to Final Reference Document (the “Agreement”) is a binding, legal contract between Home Connectivity Alliance, an Oregon nonprofit corporation (“HCA”) and (i) the entity that is downloading the Final Reference Document from the website located at homeconnectivityalliance.org (the “HCA Website”), and (ii) anyone using the Final Reference Document on behalf of that entity (collectively, the “Licensee”).

This Agreement applies to the HCA technical reference document downloadable from the HCA Website through the Reference Document Download Page by clicking the Agreed and Accepted Button (herein referred to as the “Final Reference Document”). HCA and Licensee acknowledge and agree that no license fees or other payments will be due under this Agreement in exchange for the rights granted by HCA 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, HCA reserves the right to begin charging for access to and use of the Final Reference Document at any time.

PLEASE NOTE: This Agreement provides only a license to read and study the Final Reference Document. This Agreement does NOT include a license to implement the Final Reference Document. Members of HCA may receive licenses from other HCA Members with respect to intellectual property included in the Final Reference Document. Barring membership in HCA, or independent licenses from the owners of necessary claims of patent embodied in the Final Reference Document, Licensee assumes all risks of patent infringement for implementation of the Final Reference Document.

By clicking the “Agreed and Accepted” box below, or by downloading, using, reproducing, or distributing any part of the Reference Document, Licensee accepts and agrees to all of the provisions contained in this Agreement without modification. This Agreement provides the sole and exclusive terms and conditions for Licensee’s use of the Final Reference Document, and nothing else gives Licensee or any other person or entity any right to use, copy, modify, or distribute the Final Reference Document, in whole or in part. Except for the rights expressly granted under this Agreement, HCA reserves all other rights in and to the Final Reference Document. Any copying, distribution or use of the Final Reference Document is prohibited by law unless (i) specified under the terms of this Agreement and such terms are accepted by the Licensee, or (ii) is the subject of another agreement .

If Licensee does not agree to the terms of the Agreement, Licensee is not granted any rights whatsoever in the Final Reference Document.

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 Final Reference Document 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 Licensee’s compliance with all the terms and conditions of this Agreement, HCA grants to Licensee under its copyrights and those of HCA’s licensors 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 Final Reference Document 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 Final Reference Document for the purpose of implementation, product or service development, or manufacturing, (ii) copy, translate, modify, create derivative works of, or otherwise change the Final Reference Document or any part thereof, (iii) distribute, sell, assign, pledge, sublicense, lease, loan, rent, or otherwise transfer the Final Reference Document or any part thereof in any form to another person, (iv) remove from the Final Reference Document, or alter, any copyright notices or other proprietary notices or restricted rights notices, or add any other notices or markings to the Final Reference Document, or (v) permit any other party to do any of the foregoing under (i) through (iv). HCA 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 Final Reference Document.

2.3 Feedback License. Licensee hereby grants to HCA 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 HCA, 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. HCA may assign its rights under such license in conjunction with all or any part of its rights in the Final Reference Document.

2.4 Maintenance and Updates. Licensee understands that HCA may update the Final Reference Document 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 Final Reference Document or supporting documentation.

3. Reservation of Rights. Licensee agrees that the Final Reference Document and all copyrights therein are owned by HCA (or HCA’s licensors). HCA retains all right, title, and interest in and to the Final Reference Document, 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 Final Reference Document other than the License expressly granted under Section 2 herein.

4. Confidentiality Requirement. The Final Reference Document contains valuable, proprietary trade secrets and confidential information of HCA (“Confidential Information”). Licensee agrees to retain in confidence and not to disclose such Confidential Information to any third person or entity.t. Licensee agrees to take all reasonable steps to prevent disclosure and unauthorized use of the Final Reference Document 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; Final Reference Document Provided “AS IS.” THE FINAL REFERENCE DOCUMENT IS PROVIDED “AS IS,” WITHOUT ANY WARRANTY, REPRESENTATION, OR GUARANTEE WHATSOEVER. HCA HEREBY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, REGARDING THE FINAL REFERENCE DOCUMENT AND/OR THE MATERIALS TAUGHT THEREIN. WITHOUT LIMITING THE FOREGOING SENTENCE, HCA 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. HCA MAKES NO REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF THE FINAL REFERENCE DOCUMENT. HCA 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 FINAL REFERENCE DOCUMENT AND/OR THE MATERIALS TAUGHT THEREIN, INCLUDING WITHOUT LIMITATION ANY LIABILITY ARISING FROM CLAIMS THAT THE FINAL REFERENCE DOCUMENT OR THE MATERIALS TAUGHT THEREIN, INFRINGES LICENSEE’S OR ANY THIRD PARTY’S PATENT RIGHTS, COPYRIGHTS, OR OTHER INTELLECTUAL PROPERTY RIGHTS. HCA 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 FINAL REFERENCE DOCUMENT 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 HCA OR ITS MEMBERS OR LICENSORS TO PROVIDE LICENSEE WITH SUPPORT FOR, OR RELATED TO, THE FINAL REFERENCE DOCUMENT OR ANY IMPLEMENTED PRODUCTS OR SERVICES. NOTHING IN THE FINAL REFERENCE DOCUMENT CREATES ANY WARRANTIES OR GUARANTEES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY LAW OR REGULATION. HCA AND ITS MEMBERS AND LICENSORS EXPRESSLY DISCLAIM ALL LIABILITY, INCLUDING WITHOUT LIMITATION, LIABILITY FOR NONCOMPLIANCE WITH LAWS, RELATING TO USE OF THE FINAL REFERENCE DOCUMENT. LICENSEE IS 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 HCA against and shall hold HCA harmless from any damages or costs arising from or connected with (i) any claims of infringement resulting from Licensee’s use of the Final Reference Document, or (ii) Licensee’s breach of any provisions of Section 4 herein, and shall reimburse HCA 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 HCA gives Licensee prompt notice in writing of any such suit or proceeding for infringement. Licensee agrees to provide reasonable cooperation to HCA in the defense of any such infringement claims, upon the reasonable request of HCA. 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 Final Reference Document, without written authorization by HCA. HCA may settle or otherwise resolve such a claim in its sole discretion, with or without the approval of Licensee. HCA 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. HCA may terminate or suspend this Agreement, and any rights granted herein, in HCA’s sole discretion at any time and for any reason, upon thirty (30) days’ prior written notice to Licensee; provided, however, that HCA may provide such notice by posting an announcement on its website (at homeconnectivityalliance.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 Final Reference Document. Termination will not limit any of HCA’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 HCA, 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 HCA’s prior written approval, this Agreement shall immediately terminate. HCA 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 HCA and Licensee by this Agreement.

8.4 Waiver. No failure or delay by HCA 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, HCA 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: