Mopria Alliance eSCL Scan Technical Specification License Agreement

This License Agreement (“ Agreement”) is a legal agreement between you and Mopria Alliance, Inc. (“ Licensor”), which is the owner of the eSCL Scan Technical Specification (“ Specification”). As used in this Agreement, “ you” or “ Licensee” means the company, entity, or individual that is acquiring a license under this Agreement.By downloading and /or usingthe Specification,Licensee agrees that Licenseewill be bound by and is becoming a party to this Agreement. If Licensee is an entity, and an individual is entering into this Agreement on Licensee’s behalf, then Licenseewill be bound by this Agreement when that individual downloads and/or usesthe Specification. When that individual does so, it will also constitute a representation by the individual that s/he is authorized to bind Licensee as a party to this Agreement. If you do not agree to all of the terms of this Agreement, do not download or usethe Specification.

1. Copyright License Grant

License Grant: Licensor is the owner of the copyright in the Specification. Licensor hereby grants to Licensee, without charge, on a perpetual (except as provided below), limited, non-exclusive,non-sublicensable, non-assignable, non-transferable, and worldwide basis:

1. the right to use and to make verbatim copies of the Specification, solely for internal use for the sole purpose of implementing the Specification in products (“ Implemented Products”) under the terms of this Agreement; and
2. the right to utilize the Specificationto develop, make, have a third party make on Licensee’s behalf, use, market, import, offer to sell or license, sell or license, and otherwise distribute, Implemented Products, 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 those of Licensor or its Members).

License Restrictions:

1. The limited license grantedin this Agreement does not include the right to, and Licensee shall not, modify, alter, combine,delete portions of, prepare derivative works of,or create derivative works based upon the Specification. For the avoidance of doubt, Implemented Products are not deemed to be derivative works of the Specification. Further, for the avoidance of doubt, Licensee shall not include all or any portion of the Specification in any other technical specification or technical material, product manual, marketing material, or any other material.
2. The limited license granted in this Agreement does not include the right to, and Licensee shall not, publicly display, publicly perform, sublicense, assign, transfer, or distribute the Specification to any third party under any circumstances. Any attempted sublicense, assignment, or other transfer of the license granted in this Agreement to any third party shall be void.
3. As set forth in greater detail below,the license grantedin this Agreement does not include any right or license for Licensee to use any trademark of Licensor, including without limitation the “Mopria” trademark or logo, on or in connection with any product, product packaging,product manual, marketing material, or otherwise.

2. No Other Intellectual Property Rights

1. Except as provided in Section 1 above, no license is granted under this Agreement, express or implied, by estoppel or otherwise, to any intellectual property rights, including without limitation, as specifically described in this Section 2.All right, title, and interest in and to the Specification, along with all copyright, trademark, patent, and other intellectual property rights and know-how associated therewith, shall remain with Licensor and/or its Members (as defined in Licensor’s Bylaws), contributors, and licensors. All rights not expressly granted to Licensee in this Agreement are reserved.
2. THIS LICENSE AGREEMENT DOES NOT GRANT ANY RIGHTS WITH RESPECT TO ANY PATENT CLAIMS THAT MAY BE INFRINGED BY THE IMPLEMENTED PRODUCTS OR ANY IMPLEMENTATION OF THE SPECIFICATION (“NECESSARY CLAIMS”). LICENSOR DOES NOT OWN RIGHTS IN AND TO SUCH NECESSARY CLAIMS. IMPLEMENTATION RIGHTS TO SUCH NECESSARY CLAIMS MAY ONLY BE OBTAINED DIRECTLY FROM THE OWNERS OF SUCH NECESSARY CLAIMS.Licenseeacknowledges and agrees that Licensee is responsible for obtaining the rights to use, implement, or otherwise practice any Necessary Claims directly from the owners of such Necessary Claims, and that Licensor has no obligation to assist Licensee with obtaining such rights. Licensee further acknowledges and agrees that, where Licensee fails to obtain the rights to any Necessary Claims,Licensor is not and will not be liable to Licensee or any other partyfor any direct, indirect, incidental, special, consequential, exemplary, punitive, or other damages of any kind or nature whatsoever (including, without limitation, any damages arising from loss of use or lost business, revenue, profits,data, or goodwill), arising in connection with Licensee’s alleged or actual infringement of any Necessary Claims.
3. This License Agreement does not grant Licensee rights to use anytrademarks, certification marks, logos, or any other marksof Licensor(including such marks whichLicensor may adopt from time-to-time) (“Licensor Marks”), or the marksof any other third-party.For the avoidance of doubt, Licensee acknowledges and agrees that nothing in this Agreement grants Licensee the right to use (i) the term MOPRIA or (ii) any otherLicensor Marks,on any product, product packaging, product manuals, product advertising or marketing material, or in any other manner or materials,except that Licensee may use the full name of the Specification for the sole purpose of expressly stating that Licensee has implemented the Specification.If Licensee desires to use the MOPRIA mark or any other Licensor Marks on any product, product packaging, product manuals, product advertising or marketing material, or in any other manner or materials, Licensee must first comply with all requirements of Licensor’s Certification Program and must enter into a certification mark license agreement with Licensor.

3. Disclaimers; No Warranties

THE SPECIFICATION IS PROVIDED “AS IS” WITH NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING SENTENCE, THE SPECIFICATION IS PROVIDED WITHOUT THE FOLLOWING WARRANTIES, AND LICENSOR EXPRESSLY DISCLAIMS THE FOLLOWING WARRANTIES: ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, TITLE, VALIDITY OF RIGHTS IN, AND COMPLIANCE WITH APPLICABLE LAWS. WITHOUT LIMITING THE FOREGOING, LICENSOR HAS NO OBLIGATION TO INDEMNIFY OR DEFEND LICENSEE AGAINST CLAIMS RELATED TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS.

NOTHING IN THIS AGREEMENT OBLIGATES LICENSOR TO PROVIDE LICENSEE WITH SUPPORT FOR, OR RELATED TO, THE SPECIFICATION OR ANY IMPLEMENTED PRODUCTS.NOTHING IN THE SPECIFICATION CREATES ANY WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY LAW OR REGULATION. LICENSOR EXPRESSLY DISCLAIMS ALL LIABILITY, INCLUDING WITHOUT LIMITATION LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS OR FOR NONCOMPLIANCE WITH LAWS, RELATING TO USE OF THE SPECIFICATION.

Without limiting the generality of the disclaimers above, LICENSOR ASSUMES NO RESPONSIBILITY TO COMPILE, CONFIRM, UPDATE, OR MAKE PUBLIC ANY THIRD-PARTY ASSERTIONS OF PATENT CLAIMS, INCLUDING NECESSARY CLAIMS, OR OTHER INTELLECTUAL PROPERTY RIGHTS THAT MIGHT NOW OR IN THE FUTURE BE INFRINGED BY AN IMPLEMENTATION OF THE SPECIFICATION IN ITS CURRENT, OR IN ANY FUTURE, FORM. LICENSOR TAKES NO POSITION AS TO THE VALIDITY OR INVALIDITY OF SUCH ASSERTIONS. LICENSOR DOES NOT REPRESENT OR WARRANT THAT ALL SUCH ASSERTIONS THAT HAVE OR MAY BE MADE ARE LISTED IN THE SPECIFICATION OR OTHERWISE.

4. Further Acknowledgements

4.1 Applicable Law. Licensee hereby acknowledges and agrees that:

1. by developing and commercializing Implemented Products, Licensee may become subject to various laws and regulations of various jurisdictions worldwide. Such laws, regulations, and regulatory controls may govern, among other things, the combination, operation, use, implementation, and distribution of Implemented Products. Examples of such laws, regulations, and regulatory controls include, but are not limited to, road safety regulations, telecommunications regulations, technology transfer controls, and health and safety regulations;
2. Licensee is solely responsible for the compliance of Implemented Products with any such laws and regulations, and for obtaining any and all required authorizations, permits, or licenses for Implemented Products related to such regulations within the applicable jurisdictions; and
3. nothing in the Specification provides any information or assistance in connection with securing such compliance, authorizations, or licenses.

4.2 Confidential Information. Licensee hereby acknowledges and agrees that the Specificationand its contents are confidential and proprietary information ‎of Mopria and/or its Members (“Confidential Information”). With respect to Confidential Information, except where permitted otherwise by a license grant under this Agreement, Licensee agrees to use the same care and discretion to avoid disclosure, publication, and dissemination of Licensor’s Confidential Information as Licensee employs with its own confidential information, but no less than reasonable care. Any permitted disclosure by Licensee under this Agreementshould be subject to an obligation of confidentiality at least as restrictive as those contained in this Agreement. The foregoing obligation shall not apply to any information which is: (1) rightfully known by Licensee without any limitation on use or disclosure prior to disclosure; (2) publicly available through no fault of Licensee; (3) rightfully received without a duty of confidentiality; (4) disclosed by the Licensor to a third party without a duty of confidentiality on such third party; (5) independently developed by Licensee; (6) disclosed pursuant to the order of a court or other authorized governmental body, or as required by law, provided that Licenseeprovides reasonable prior written notice to Licensor, and cooperates with Licensor, so that Licensor has the opportunity to oppose any such order; or (7) disclosed by Licenseewith Licensor’s prior written approval.

4.3 Amendment. Licensee hereby acknowledges and agrees that Licensor reserves the right to adopt, at any time and without notice to Licensee, any changes or alterations to the Specification, as Licensordeems necessary or appropriate. Licensee further acknowledges that Licensor has no obligation to provide or make available the Specification or any changes or alternations thereto.

5. Termination of License

In the event of a breach of this Agreement by Licensee or any of its employees, Licensor shall give Licensee written notice and an opportunity to cure. If the breach is not cured within thirty(30) days after Licensor provides the written notice, or if the breach is of a nature that cannot be cured, then Licensor may immediately or thereafter terminate this Agreement and the license granted in this Agreement. Upon such termination, Licensee shall no longer be permitted to use the Specification for any purpose, and Licensee shall destroy all copies of the Specification and certify the destruction of the same upon request by Licensor. Notwithstanding the foregoing sentence, Licensee shall have the right to continue to sell, license, and otherwise distribute only those Implemented Products that Licensee had manufactured prior to when Licensee was notified of the termination of this Agreement, provided that Licensee did not manufacture excess Implemented Products in anticipation of termination of this Agreement.

6. Miscellaneous

1. No Assignment. This Agreement is personal to Licensee, and may not be assigned without Mopria’s prior express written consent.
2. Contact and Notice. The Specification is provided by Mopria Alliance, Inc. at 5000 Executive Parkway, Suite 302, San Ramon, CA 94583 USA. All notices required under this Agreement shall be in writing, including via e-mail, to the contact information provided by Licensee at the time of acceptance of this Agreement. Licensorcan be contacted by email at help@mopria.orgor in writing at the address set out above.
3. Governing Law. This Agreement shall be construed and interpreted under the internal laws of the state of California, U.S.A, without giving effect to its principles of conflict of law.
4. Survival. All provisions of this Agreement that would reasonably be expected to ‎survive the termination of this Agreement will do so.
5. Entire Agreement. This Agreement contains the entire understanding of the parties regarding the subject matter of this Agreement and, unless not permitted by local law, supersedes all prior and contemporaneous negotiations and agreements, whether written or oral, between the parties with respect to the subject matter of this Agreement.
6. Severability. If any part of this Agreement shall be held unenforceable, the remainder of this Agreement will nevertheless remain in full force and effect.
7. No Amendment.No modification or amendment of any provision of this Agreement by Licensee shall be effective unlessmade in writing and signed by an authorized representative of each party.
8. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

7. Electronic Acceptance
This Agreementmay only be entered in and executed electronically. Byclicking on the “Accept” button, Licensee warrants that it agrees to all of the terms of this Agreement,that the person clicking the “Accept” button on behalf of Licensee is authorized to enter into this Agreement,and that this Agreementis legally binding upon Licensee. If Licensee does not agree to be bound bythis Agreement, then Licensee shall click the “Decline” button, and Licensee shall not receive anyrights to use the Specification and shall not download the Specification.