This Agreement sets out the Terms and Conditions (‘’T&Cs”) which govern the relationship and obligations between:
You (meaning you, your organisation, your global parent organisation and all its International subsidiaries whether you participate in IFSF as a Technical Interested Party, TIP, Technical Associate, Member, Associate Member, Affiliated Organisation, or
Partner Organisation) and IFSF Limited (“IFSF”, “us”, “we”, “the Company”)
It is agreed as follows:
INTELLECTUAL PROPERTY
1.1 You acknowledge that copyright and all other Intellectual Property Rights (“IPR”) in all materials including, but not limited to, IFSF standards, draft standards, discussion documents, implementation guides, software tools, scripts, bulletins, white papers and meeting minutes, (“Material”) made available to you by IFSF belong to IFSF absolutely. The Material is protected by copyright laws and treaties around the world. All such rights are reserved. Any use of the Material must acknowledge our status (and that of any identified contributors) as the authors of the Material and our status as owners of the Material.
1.2 You will not seek patent protection or other IPR protection on anything contained in any item of work undertaken by IFSF, including but not limited to, outputs from Work Group meetings, standards, draft standards, implementation guides, discussion documents, software tools, scripts, bulletins, white papers and meeting minutes.
1.3 Process for existing Intellectual Property: If the content of any of Material shared in a Working Group or other IFSF meeting infringes one or more patent claims of a Participant, said Participant shall elect one of the following during a thirty (30) calendar day period after the notification of the Material:
(a) Option A: Agree to grant a license on an irrevocable, non-exclusive, worldwide basis, free of charge (b) Option B: Agree to grant a license on a RAND basis
(c) Option C: Deny to grant a license.
The election shall be made in writing to the Chair of the relevant Working Group or meeting. Once the Participant has elected for Option A or B, the choice shall be irrevocable.
Refusal to licence: In the event that a Participant identifies one or more patent claims for which it is not willing to grant a license, every effort shall be made by the Chair of the relevant Working Group or meeting, in association with the Participant, if appropriate, to amend the relevant Material and to seek a technically feasible and commercially reasonable alternative that would not result in infringement of one or more patent claims of the Participant.
1.4 IFSF and the IFSF logo are trademarks of IFSF Ltd. and may not be used without the express permission of the Company. Any third party trademarks are hereby acknowledged.
1.5 In the event that your participation in IFSF
(whether as a Member, Technical Interested Party, Affiliated Organisation or Partner Organisation) lapses or is cancelled by either party, then you will no longer be permitted to incorporate IFSFs Intellectual Property in your in-development and future products and solutions, and you must immediately cease using and destroy any associated Material. Your right to continue to use Material that is incorporated in products and solutions that have been:
1.5.1 delivered to or deployed at your customer locations, or
1.5.2 released to the market
(a) prior to the date this clause takes effect will not be diminished by the activation of this clause.
1.6 In the event that your participation in IFSF
(whether as a Member, Technical Interested Party, Affiliated Organisation or Partner Organisation) is cancelled by IFSF as a consequence of a breach of your obligations specified in clauses 1.1, 1.2 and 1.3 of this Agreement, then IFSF reserves the right at its sole discretion to terminate your permission to incorporate IFSFs Intellectual Property in all your products and solutions, and you must immediately: 1.6.1 cease using any and all Material;
1.6.2 destroy copies of any and all Material held in your possession;
1.6.3 remove all references to IFSF and compliance/certification with IFSF standards from your company’s literature, websites, sales proposals and presentation materials.
CONFIDENTIALITY
2.1 You agree that the Material is Confidential, is provided for your internal business purposes only, and is subject to the terms of Clause 1 above.
LIABILITY
3.1 You agree that save in respect of liability for death or personal injury arising through negligence by any participant in IFSF, neither IFSF or any other participant shall have any liability to you (whether in contract, tort (including negligence) or otherwise) in relation to any loss or damage suffered by you or by any person as a result of you manufacturing or selling any item of equipment manufactured in accordance with any specification or requirement contained in any computer program or document at any time supplied by IFSF or another member.
3.2 The Material is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, other participants in IFSF and third parties connected to us hereby expressly exclude:
3.2.1 All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
3.2.2 Any liability for any direct, indirect or consequential loss or damage incurred by you in connection with our Material or in connection with the use, inability to use, or results of the use of our Material, including, without limitation any liability for:
3.2.3 loss of income or revenue;
3.2.4 loss of business;
3.2.5 loss of profits or contracts;
3.2.6 loss of anticipated savings;
3.2.7 loss of data;
3.2.8 loss of goodwill;
3.2.9 wasted management or office time; and
3.2.10 for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.
3.3 This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
GENERAL
4.1 IFSF reserves the right to refuse any application for participation at its sole discretion without reason.
4.2 IFSF may update terms of participation from time to time. You should check the IFSF website (www.ifsf.org) to review the current participation T&Cs, because these are binding on you. Certain provisions of this agreement may be superseded by expressly designated legal notices or terms located on particular pages of the IFSF website.
4.3 IFSF reserves the right to terminate your participation for breach of these terms and will not be responsible for reimbursing your participation fees. All other rights and remedies available to IFSF are hereby reserved.
4.4 You shall pay the participation fees set by IFSF from time to time in UK pounds.
4.5 IFSF shall not be liable to you for any failure to fulfil its obligations under this Agreement if such failure is caused by circumstances beyond its reasonable control. In such event we undertake to notify you as promptly as possible of any such failure.
4.6 Failure by the IFSF to fully exercise any provision in this Agreement or to take advantage of any of its rights hereunder shall not be construed as a waiver of such provision or the relinquishment of such right.
4.7 If any part or clause of this Agreement shall be found to be unenforceable, this shall not prejudice IFSFs right to enforce the remaining clauses of this Agreement.
GOVERNING LAW AND JURISDICTION
5.1 This Agreement shall be governed by English law and the English courts shall have exclusive jurisdiction in relation to such Agreement and all matters relating to such Agreement.