OCP Research License

Introduction. This Open Core Protocol Specification Research License Agreement for Non-OCP Members (the "License") is effective upon execution of this License by You ("Licensee") and OCP International Partnership Association, Inc., a California nonprofit mutual benefit corporation ("OCP-IP"). Once effective, this License and the associated requirements and responsibilities are cumulative.

1.   Grant of License. Subject to the terms and conditions of this License, OCP-IP grants Licensee a nonexclusive, nontransferable, worldwide, royalty-free license for the exclusive purpose of researching and evaluating the Open Core Protocol Specification (the "Specification") for potential application in Licensee's products or organization, subject to the requirements and responsibilities of Section 2 below.
    This License shall also allow Licensee to distribute a description of the Specification, limited to the specifics of Licensee's research and evaluation, for any potential work based on the Specification that requires such a description for the recipient to evaluate a corresponding interface to Licensee's research work. Such a recipient shall automatically receive a license from OCP-IP restricted to the sole purpose of evaluating a corresponding interface to the Specification as implemented in Licensee's work, to be used solely for the purpose of evaluating the integration of Licensee's work into a design. Such recipient of Licensee's work is not licensed to originate or author any other work based on the Specification unless that recipient has a valid license to the Specification directly from OCP-IP. Licensee may not impose additional restrictions on such recipient's rights to research and evaluate the Specification beyond those set forth in this License.

2.   Requirements and Responsibilities of Research License. As a condition of exercising the rights granted under Section 1 above, Licensee agrees to comply with the following:
(a) All press announcements relative to the execution of this License shall be reviewed and approved by the parties hereto prior to release.
(b) Licensee agrees to notify OCP-IP of any inconsistencies or errors in the Specification and accompanying documentation as soon as reasonably practicable.
(c) Licensee may not use, employ or incorporate the Specification, in part or in whole, in any of Licensee's products or organization unless Licensee shall have obtained and become party to a Commercial Use License from OCP-IP.

3.   Title; Ownership. Except for the rights and licenses granted to Licensee in this License, OCP-IP retains all right, title, ownership and interest in and to the Specification, all intellectual property rights embodied therein, and all subsequent copies, modifications, revisions, upgrades and updates of any of the foregoing, regardless of the form or media in or on which the original and copies thereof may exist.

4.   Maintenance and Service. There shall be no obligation for OCP-IP to provide Licensee with any products, services, maintenance or support of any kind whatsoever pursuant to this License or otherwise.

5.   Termination. Licensee may terminate this License at any time by providing written notice to OCP-IP and destroying or returning to OCP-IP all copies of the Specification in Licensee's possession or under Licensee's control. OCP-IP may terminate this License at any time, without notice, if, in OCP-IP's sole discretion, Licensee has violated or breached the terms and conditions of this License. Upon notification of termination of this License, Licensee agrees to destroy or return to OCP-IP all copies of the Specification in Licensee's possession or under Licensee's control. Licensee shall continue to be bound by the terms and conditions of this License with regard to any research or evaluation of the Specification within Licensee's products or organization.

6.   Assignment. Licensee may assign this License only with the prior written consent of OCP-IP.

7.   Severability. If any provision of this License is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. Notwithstanding the foregoing, if Licensee is prohibited by law from fully and specifically complying with Sections 1 or 2 above, this License shall immediately terminate and Licensee shall immediately discontinue any use of the Specification.

8.   No Warranty. THE SPECIFICATION PROVIDED BY OCP-IP TO LICENSEE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF THIRD PARTY RIGHTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SPECIFICATION IS WITH LICENSEE. IN THE EVENT THE SPECIFICATION IS DEFECTIVE OR NON-PERFORMING IN ANY WAY, LICENSEE ASSUMES THE FULL COST OF ALL NECESSARY SERVICING, REPAIR, CORRECTION OR OTHER COSTS.

9.   Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL 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 THIS LICENSE, INFRINGEMENT CLAIMS BY THIRD PARTIES, OR THE SPECIFICATION, WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF FOR ANY REASON BY OPERATION OF LAW OR OTHERWISE, ANY OF THE FOREGOING LIMITATIONS OF LIABILITY SHALL BE INEFFECTIVE, THEN, IN SUCH EVENT, EACH PARTY'S ENTIRE LIABILITY FOR BREACH OF WARRANTY, WITH RESPECT TO INFRINGEMENT CLAIMS OF THIRD PARTIES, OR OTHERWISE UNDER THIS LICENSE, IF ANY, SHALL NOT EXCEED THE AGGREGATE AMOUNTS PAID BY SUCH PARTY UNDER THIS LICENSE.

10.   Governing Law and Jurisdiction. This License shall be governed by and enforced in accordance with California law as applied to contracts entered into in California by California residents to be performed entirely within the State of California and exclusive of any law or principle that would apply the law of any other jurisdiction. Any action arising out of any dispute between any of the parties to this License shall be brought in either the Superior Court for the County of Santa Clara, California, or the United States District Court for the Northern District of California, and each of the parties hereto hereby submits itself to the jurisdiction of such courts for purposes of any such action.

BY CLICKING ON THE "ACCEPT" BUTTON BELOW YOU ACKNOWLEDGE THAT (a) YOU HAVE READ THIS OPEN CORE PROTOCOL SPECIFICATION RESEARCH LICENSE AGREEMENT, (b) YOU UNDERSTAND THE TERMS AND CONDITIONS OF THIS RESEARCH LICENSE AGREEMENT, AND (c) YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS RESEARCH LICENSE AGREEMENT. IF YOU ARE AGREEING TO THIS RESEARCH LICENSE AGREEMENT ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU ARE AUTHORIZED TO BIND THE COMPANY TO THIS RESEARCH LICENSE AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY ANY OF THE TERMS AND CONDITIONS OF THIS RESEARCH LICENSE AGREEMENT, OCP-IP IS UNWILLING TO GRANT YOU ANY RIGHTS TO EVALUATE, RESEARCH OR USE THE SPECIFICATION AND YOU MUST NOT DOWNLOAD, OPEN, COPY, DISTRIBUTE OR IN ANY WAY USE THE SPECIFICATION AND YOU SHOULD PROMPTLY EXIT THIS PAGE BY CLICKING ON THE "DECLINE" BUTTON.