PLEASE READ THIS LIMITED USE SPECIFICATION LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE DOWNLOADING, ACCESSING AND/OR VIEWING THE AIRFUEL ALLIANCE SPECIFICATION (“SPECIFICATION”). BY DOWNLOADING, ACCESSING AND/OR VIEWING THE SPECIFICATION, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE, DO NOT DOWNLOAD, ACCESS AND/OR VIEW THE SPECIFICATION.
General. The Specification is licensed, not sold, to you by AirFuel Alliance (“AirFuel”) for use only under the terms and conditions of this License, and AirFuel reserves all rights not expressly granted to you. The Specification is protected by copyright and the information described therein may be protected by one or more U.S. patents, foreign patents, or pending applications. Except as provided under the following license, no part of the Specification may be reproduced or otherwise used in any form by any means without the prior written authorization of AirFuel and its licensors, if any. Any use of the Specification and the information described therein will be governed by the terms and conditions of this License.
License. Subject to the terms and conditions of this License, AirFuel hereby grants you a fully-paid, non-exclusive, non-transferable, limited license (without the right to sublicense) under AirFuel’s intellectual property rights to solely review the Specification for the purposes of education and evaluation of membership in AirFuel. Without membership in AirFuel, you shall not use the Specification for any commercial purposes. Without limiting the foregoing, you shall not: (i) publish, copy, rent, lease, or lend the Specification; (ii) transfer the Specification; (iii) offer or make available the Specification or any part thereof or the access to or use of the Specification or any part thereof to any third party; (iv) implement, reference and/or otherwise use the Specification in any products and/or services; (v) directly or indirectly, infringe on any of the intellectual property rights, title and interest of AirFuel and its licensors involved in, embedded or related to the Specification or any part thereof; (vi) copy, edit, decompile, reverse engineer, disassemble, decrypt, modify, or create derivative works of the Specification or any part thereof, or attempt to do so. Other than the limited license described herein, you acquire no right, title or interest in or to the Specification or any other AirFuel intellectual property, and the Specification may only be used in accordance with the license terms set forth herein.
Support for Ecosystem. In using the Specification, you shall take no action or engage in any business practice that AirFuel determines in good faith may be harmful to its members or damaging to the ecosystem for AirFuel-compliant products and services and it is a material breach of this License for you to do so. In the event of such conduct or practices, this License shall immediately terminate without any notice from AirFuel and AirFuel shall be entitled to any and all remedies available to it at law or in equity for your breach of this License.
Term and Termination. This License will terminate on the earlier of: (i) ninety (90) days from the date of your acceptance of this License; (ii) the date on which you become a member of AirFuel; or (iii) written notice of termination for any reason or without reason from AirFuel which may be provided via email communication. In addition, this license will terminate immediately without notice from AirFuel if you fail to comply with any provision of this License. Upon termination, you must cease use of or destroy the Specification.
Trademarks. No right, title, or interest in or to any trademarks, service marks, or trade names of AirFuel or AirFuel’s licensors is granted hereunder. AirFuel, AirFuel Alliance, the AirFuel logo, are trademarks or registered trademarks of AirFuel in the U.S. and other countries.
Disclaimer of Warranty and Limitation of Liability. EXCEPT TO THE EXTENT ALLOWED BY APPLICABLE MANDATORY LAW, THE SPECIFICATION IS PROVIDED “AS IS” WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, FITNESS FOR ANY PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, SATISFACTORY QUALITY, OR REASONABLE SKILL OR CARE, OR ANY WARRANTY ARISING OUT OF ANY COURSE OF DEALING, USAGE, TRADE PRACTICE, PROPOSAL, SPECIFICATION OR SAMPLE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AIRFUEL HAS NO OBLIGATION TO INDEMNIFY OR DEFEND YOU AGAINST ANY CLAIMS, INCLUDING WITHOUT LIMITATION THOSE RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. AIRFUEL DOES NOT WARRANT THAT THE SPECIFICATION WILL BE ERROR-FREE, OR THAT DEFECTS IN THE SPECIFICATION WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AIRFUEL OR AN AIRFUEL AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. IN NO EVENT SHALL AIRFUEL BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SPECIFICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF AIRFUEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL AIRFUEL BE LIABLE TO YOU OR TO A THIRD PARTY FOR ANY CLAIM ARISING FROM OR RELATING TO THE USE OF THE SPECIFICATION, INCLUDING, WITHOUT LIMITATION, A CLAIM THAT SUCH USE INFRINGES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS OR THAT IT FAILS TO COMPLY WITH APPLICABLE LAWS OR REGULATIONS.
Indemnification. You shall indemnify, defend and hold AirFuel, its officers, directors, agents, members, employees and representatives, harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) use of the Specification by you and/or your agents, employees or representatives; (ii) violation or non-fulfillment of any term, representation, warranty or covenant of this License by you and/or your agents, employees or representatives; (iii) infringement of any patent, copyright, trademark, trade secret or other proprietary right by reason of the use of the Specification; (iv) that later versions or releases of any Specification furnished to you are incompatible with the Specification provided to you under this License.
Compliance with Export and Import Laws. The Specification is subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to comply strictly with all such laws and regulations. You agree that no data, information, program and/or materials resulting from use of the Specification will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws. and you acknowledge that you have the responsibility to obtain such licenses to export, re-export or import as may be required after your download, review and/or access of the Specification. This license will terminate immediately if you are in violation of any applicable laws or regulations.
Report. You may wish to report any ambiguities, inconsistencies, or inaccuracies you may find in connection with your review and evaluation of the Specification (“Feedback”). To the extent that you provide AirFuel with any Feedback, you hereby: (i) agree that such Feedback is provided on a non-proprietary and non-confidential basis, and (ii) grant AirFuel a perpetual, non-exclusive, worldwide, fully paid-up, irrevocable license, with the right to sublicense through multiple levels of sublicensees, to incorporate, disclose, and use without limitation the Feedback for any purpose related to the Specification and future versions, implementations, and test suites thereof.
Remedies. In the event of a breach by you of any provision of this License, AirFuel shall be entitled to exercise any and all rights granted by law or in equity, including recovery of monetary damages, injunction and specific performance. The parties acknowledge that (i) the covenants and the restrictions contained in this License against you are necessary, fundamental, and are required for the protection of AirFuel, its ecosystem and business; (ii) such covenants relate to matters which are special, unique, and of extraordinary character that gives each of the covenants a special, unique, and extraordinary value; and (iii) a breach of any of such covenant or any other provision of this License may result in irreparable harm and damages to AirFuel which may not be adequately compensated by a monetary reward. Accordingly, it is expressly agreed that in addition to all other remedies available at law or in equity, AirFuel shall be entitled to the immediate remedy of a temporary restraining order, preliminary injunction, specific performance, or such other form of injunctive or equitable relief as may be issued by any court of competent jurisdiction to restrain and enjoin you from breaching any such covenant or provision or to specifically enforce the provisions hereof. In addition, without limiting the foregoing, in the event you provide access, sell, or otherwise transfer the Specification or make it otherwise available in any manner to any third party, AirFuel shall be entitled to any and all damages, including attorneys’ fees, resulting from the unauthorized use of the Specification by such third party.
Survival of Obligations. The parties’ obligations under this License which by their nature would continue beyond termination, cancellation, or expiration of this License, including without limitation Sections 3, 5, 6, 7, 8, 9, 10, 11 and 12, shall survive termination, cancellation, or expiration of this License.
Miscellaneous. This License contains the entire agreement of the parties hereto with respect to its subject matter and supersedes any prior written or oral agreements between them concerning the subject matter contained herein. No amendment to or modification of this License will be binding unless in writing and signed by an authorized representative of AirFuel. Any provision in this License may be waived, but only in writing signed by AirFuel. The failure of AirFuel to enforce or delay in enforcing rights hereunder will not be deemed a continuing waiver or modification of this License. Should any part or parts of this License be deemed void or invalid by a court of competent jurisdiction, such judgment shall not affect the validity of the balance of the terms of this License which shall remain in full force and effect. All matters concerning the validity, interpretation and performance of this License shall be governed by the laws of the State of California, without regard to any principles of conflict of laws that would require the application of the laws of a different state. This License shall not be governed by the United Nations Convention for Contracts for the International Sale of Goods, the application of which is expressly excluded. The parties submit to jurisdiction in California and further agree that any cause of action arising under this License shall be brought in a state or federal court of the County and City of San Diego, California, USA. If any action is commenced to enforce and interpret any provision of this License, the prevailing party shall be entitled to recover from the other party actual attorneys’ fees and costs incurred in connection with such action, in addition to all other proper relief. This License shall be binding upon and inure to the benefit of the parties hereto and their legal representatives, successors and assigns to the extent permitted by this License. This License shall be interpreted according to its plain meaning and shall not be strictly construed against the drafting party. The official language of this License is English. In the event of any translation of this License, such translation is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern. You acknowledge and agree that the person agreeing to the terms of this License on your behalf is authorized to do so by you.