GLOBALPLATFORM COMPLIANCE LICENSE AGREEMENT:
This License Agreement ("the Agreement") is a legal agreement between you and GlobalPlatform, Inc., a Delaware corporation with a place of business at 900 Metro Center Boulevard, Foster City, California, 94404 ("GlobalPlatform"), which owns or licenses the Test Plan and Test Suite (each a "GP Test Product") that are components of the GlobalPlatform Compliance Test Kit that test compliance with the relevant GlobalPlatform Card, Device or Systems related product or component. As used in this Agreement:
"You" or "you" means the company, entity or individual ("Licensee") that is acquiring a license under this Agreement.
"Affiliate" is 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.
"End User" is a company, entity or individual that is the ultimate purchaser, either directly or indirectly, from Licensee or an Affiliate of Licensee, of a GP Test Product.
"Update(s)" means any update, revision, or extension of some or all of the Test Plan or Test Suite.
You must accept all of the terms of this Agreement before viewing, downloading, taking possession of, or otherwise using the information governed by this Agreement. By using the Test Plan or Test Suite, 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 a party to this Agreement. If you do not agree to all of the terms of this Agreement, please return the Test Plan or Test Suite to GlobalPlatform.
1. GRANT OF LICENSE.
1.1 License. GlobalPlatform hereby grants to Licensee, its Affiliates and End Users, a non-exclusive, perpetual (except as provided for herein), royalty-free, fully paid-up, worldwide license in the GP Test Product(s) purchased by it for purposes of testing secure chips and/or TEEs for compliance with the relevant GlobalPlatform Card, Device or Systems related product or component.
1.2 Modifications. Licensee, its Affiliates and End Users shall not modify the GP Test Products.
1.3 Sublicensing. Licensee, its Affiliates and End Users, may sublicense the GP Test Products provided that any sublicensee agrees to be bound by the terms of this Agreement, and if such sublicensee is not a member of GP, such sublicensee pays the then-current purchase price for such license to ICCS. Any Licensee, Affiliate or End User that sublicenses any GP Test Product shall report such sublicense and the name of any such sublicensee to GP immediately after the effectiveness of such sublicense.
2. INTELLECTUAL PROPERTY. Licensee acknowledges and agrees that, as between Licensee and GlobalPlatform, all GP Test Products shall at all times be the exclusive property of GlobalPlatform, and nothing in this Agreement shall be construed to convey to Licensee any ownership interest in the GP Test Products.
3. SUPPORT AND MAINTENANCE. GlobalPlatform shall have no obligation to Licensee, its Affiliates, End Users or sublicensees to support or maintain the GP Test Products.
4. TERMINATION OF LICENSE.
4.1 Breach. In the event of a breach of this Agreement by Licensee, its Affiliates, its End Users or sublicensees, GlobalPlatform shall 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 GlobalPlatform may immediately or thereafter terminate the licenses granted in this Agreement.
4.2 Notice. Licensee may immediately terminate the licenses granted in this Agreement upon written notice to GlobalPlatform. Immediately upon such termination, or concurrently therewith, Licensee shall return or destroy all copies of the GP Test Products in its possession or under its control, and shall furnish to GP an affidavit certifying that, to the best of its knowledge, such delivery or destruction has been fully effected.
5. NO WARRANTIES. GlobalPlatform makes no representations or warranties whatsoever regarding the GP Test Products 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, GLOBALPLATFORM 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, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY 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 GlobalPlatform and 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 use by Licensee, its Affiliates or End Users, of the GP Test Products, including, without limitation, claims asserting that any Licensee product or service infringes the patent, copyright, trade secret or other intellectual property anywhere in the world of such third party (each, a "Claim").
8. EXPORT REGULATIONS. The GP Test Products, including any technical data, 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 GP Test Products.
9. RESTRICTED RIGHTS. Use, duplication or disclosure 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© (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. 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 GlobalPlatform should be sent to the attention of the Secretariat 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 at the time of Licensee's purchase of the GP Test Products.
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 GlobalPlatform 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. The remaining terms shall remain in full force and effect. This Agreement supersedes any and all prior agreements between GlobalPlatform and Licensee regarding Licensee's right to use the GP Test Products, or any prior versions thereof.
10.4 No Trademark License. Licensee, its Affiliate and End Users acknowledge and agree that nothing in this Agreement shall be deemed to be a license to use any trademark, service mark, trade name, or other mark of GP, and any such use is strictly prohibited unless such Licensee, Affiliate or End User and GP have executed a separate Trademark License Agreement.